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Category: Taxation

  • MIL-OSI United Kingdom: Call goes out for Mancunians to claim £200 to pay heating bills

    Source: City of Manchester

    More than a quarter of a million pounds aimed at supporting people experiencing fuel poverty has been claimed across Manchester, with a final call for people to come and make a claim.*

    At the end of 2024 the Council announced a Winter Hardship Fund for eligible residents which would allow them to claim up to £200 to help cover the cost of energy bills. 

    To date, the Council has used its full allocation of this fund, distributing £263,000 to more than 1,000 households. 

    This fund has been the latest initiative of the Council’s in its bid to alleviate the worst of the cost-of-living crisis. Over the past two years the Council has spent millions of pounds rolling out a wide range of schemes aimed at helping people who have been hit the hardest. 

    Ranging from providing meals for school-age children, to helping pay fuel bills, to connecting people electronically, we want to make sure that people know that two years on, help is still available. 

    To date the Council has: 

    • Directed more than £1m of supplies to community foodbanks and groups since 2022, spending an additional £155,000 on food-related support for residents 

    • Distributed more than 2,000 phones, laptops or computers to people who may be digitally excluded, as well as providing more than 7,000 SIM cards since 2020. 

    • Made £1.9m in grant payments to nearly 1,200 residents to help them stay in their homes; an additional 2,359 discretionary payments have been made during 2023-24. 

    • The Holiday Activity Fund, which provides free activities as well as a free meal to children during the holidays as seen more than 24,000 children attend during half terms and summer holidays. 

    While there is still a lot more that can be done, the Council hopes that this shows that there is always support available for people who need it and that help is often just a phone call away. 

    Councillor Bev Craig, Leader of Manchester City Council said: “The response to our Winter Hardship Fund has been overwhelming, and it just goes to show how important it was that we launched this initiative. 

    “Even though we have helped more than 2,000 people and spent more than £250,000 I would still ask people who have not already done so to get in touch with us to claim money which could make a significant impact to help pay their bills. 

    “This also goes to demonstrate the value in the range of other support and assistance that we have been providing since the onset of the cost-of-living crisis. These have been a difficult number of years and it has been hard to see the depth of its impact. However, as a Council we have been resolute in finding ways to help people and mitigate the worst of its effects. 

    “Help is there and for anyone struggling I would urge them to call our cost-of-living support line on 0800 023 2692.” 

     

    Useful Information:

    *For people to be eligible to make a claim on the Hardship Fund they must: 

    Be aged 66 or over on 23 September 2024 and will not receive a winter fuel payment from the department for Work and Pensions (DWP).
    Not be in receipt of Council Tax Support or Housing Benefit from the Council. If you receive either and are aged 66 or over on 23 September 2024, you will be sent a payment automatically by the Council and do not need to complete this form.
    Live within the area covered by Manchester City Council. If you aren’t sure, you can check your postcode.
     

    Breakdown of Winter Hardship Fund spend: 

    We have paid 1,268 under 80 households £150 payments = £190,200  

    We have paid 364 80+ households £200 payments = £72,800  

    Total 1,632 payments = £263k 

    From the launch of the scheme on 18 November 2024 to the 23rd Feb 2025 we have received a total of 2,294 applications. 

     

    Cost of Living Advice Line: 0800 023 2692, free to call, line is open Monday to Friday 9am to 4.30pm. 

    MIL OSI United Kingdom –

    March 7, 2025
  • MIL-OSI USA: U.S. International Trade in Goods and Services, January 2025

    Source: US Bureau of Economic Analysis

    The U.S. Census Bureau and the U.S. Bureau of Economic Analysis announced today that the goods and services deficit was $131.4 billion in January, up $33.3 billion from $98.1 billion in December, revised.

    U.S. International Trade in Goods and Services Deficit
    Deficit: $131.4 Billion  +34.0%°
    Exports: $269.8 Billion  +1.2%°
    Imports: $401.2 Billion  +10.0%°

    Next release: Thursday, April 3, 2025

    (°) Statistical significance is not applicable or not measurable. Data adjusted for seasonality but not price changes

    Source: U.S. Census Bureau, U.S. Bureau of Economic Analysis; U.S. International Trade in Goods and Services, March 6, 2025

    Exports, Imports, and Balance (exhibit 1)

    January exports were $269.8 billion, $3.3 billion more than December exports. January imports were $401.2 billion, $36.6 billion more than December imports.

    The January increase in the goods and services deficit reflected an increase in the goods deficit of $33.5 billion to $156.8 billion and an increase in the services surplus of $0.2 billion to $25.4 billion.

    Year-over-year, the goods and services deficit increased $64.5 billion, or 96.5 percent, from January 2024. Exports increased $10.6 billion or 4.1 percent. Imports increased $75.2 billion or 23.1 percent.

    Three-Month Moving Averages (exhibit 2)

    The average goods and services deficit increased $19.2 billion to $102.6 billion for the three months ending in January.

    • Average exports increased $1.2 billion to $270.0 billion in January.
    • Average imports increased $20.4 billion to $372.5 billion in January.

    Year-over-year, the average goods and services deficit increased $37.1 billion from the three months ending in January 2024.

    • Average exports increased $11.4 billion from January 2024.
    • Average imports increased $48.5 billion from January 2024.

    Exports (exhibits 3, 6, and 7)

    Exports of goods increased $2.7 billion to $172.8 billion in January.

      Exports of goods on a Census basis increased $2.8 billion.

    • Capital goods increased $4.2 billion.
      • Civilian aircraft increased $1.1 billion.
      • Semiconductors increased $0.7 billion.
      • Computers increased $0.5 billion.
      • Civilian aircraft engines increased $0.5 billion.
    • Consumer goods increased $1.7 billion.
      • Pharmaceutical preparations increased $0.8 billion.
      • Jewelry increased $0.6 billion.
    • Other goods decreased $1.3 billion. (See the “Notice” for more information.)
    • Foods, feeds, and beverages decreased $1.0 billion.
      • Soybeans decreased $0.8 billion.

      Net balance of payments adjustments decreased $0.1 billion.

    Exports of services increased $0.6 billion to $97.0 billion in January.

    • Financial services increased $0.2 billion.
    • Telecommunications, computer, and information services increased $0.1 billion.
    • Other business services increased $0.1 billion.
    • Transport increased $0.1 billion.
    • Maintenance and repair services increased $0.1 billion.
    • Government goods and services decreased $0.3 billion.

    Imports (exhibits 4, 6, and 8)

    Imports of goods increased $36.2 billion to $329.5 billion in January.

      Imports of goods on a Census basis increased $36.2 billion.

    • Industrial supplies and materials increased $23.1 billion.
      • Finished metal shapes increased $20.5 billion.
    • Consumer goods increased $6.0 billion.
      • Pharmaceutical preparations increased $5.2 billion.
      • Cell phones and other household goods increased $1.2 billion.
    • Capital goods increased $4.6 billion.
      • Computers increased $3.0 billion.
      • Computer accessories increased $1.2 billion.
      • Telecommunications equipment increased $1.1 billion.

      Net balance of payments adjustments decreased $0.1 billion.

    Imports of services increased $0.4 billion to $71.7 billion in January.

    • Charges for the use of intellectual property increased $0.2 billion.
    • Other business services increased $0.1 billion.
    • Travel decreased $0.1 billion.

    Real Goods in 2017 Dollars – Census Basis (exhibit 11)

    The real goods deficit increased $30.8 billion, or 27.5 percent, to $142.9 billion in January, compared to a 27.4 percent increase in the nominal deficit.

    • Real exports of goods increased $0.6 billion, or 0.4 percent, to $142.3 billion, compared to a 1.6 percent increase in nominal exports.
    • Real imports of goods increased $31.4 billion, or 12.4 percent, to $285.2 billion, compared to a 12.5 percent increase in nominal imports.

    Revisions

    Exports and imports of goods and services were revised for July through December 2024 to incorporate more comprehensive and updated quarterly and monthly data. In addition to these revisions, seasonally adjusted data for all months of 2024 were revised so that the totals of the seasonally adjusted months equal the annual totals.

    Revisions to December exports

    • Exports of goods were revised down $0.1 billion.
    • Exports of services were revised up $0.1 billion.

    Revisions to December imports

    • Imports of goods were revised up $0.2 billion.
    • Imports of services were revised down $0.6 billion.

    Goods by Selected Countries and Areas: Monthly – Census Basis (exhibit 19)

    The January figures show surpluses, in billions of dollars, with Netherlands ($4.3), South and Central America ($4.3), Belgium ($0.6), and Brazil ($0.6). Deficits were recorded, in billions of dollars, with China ($29.7), European Union ($25.5), Switzerland ($22.8), Mexico ($15.5), Ireland ($12.4), Vietnam ($11.9), Canada ($11.3), Germany ($7.6), Taiwan ($7.5), Japan ($7.4), South Korea ($5.4), India ($4.2), Italy ($3.5), Malaysia ($2.5), Australia ($2.0), Hong Kong ($1.4), France ($1.0), Singapore ($1.0), Israel ($0.6), United Kingdom ($0.5), and Saudi Arabia ($0.1).

    • The deficit with Switzerland increased $9.8 billion to $22.8 billion in January. Exports increased $0.6 billion to $1.8 billion and imports increased $10.3 billion to $24.6 billion.
    • The deficit with Ireland increased $6.2 billion to $12.4 billion in January. Exports increased less than $0.1 billion to $1.2 billion and imports increased $6.2 billion to $13.6 billion.
    • The surplus with South and Central America increased $0.7 billion to $4.3 billion in January. Exports increased $0.3 billion to $18.0 billion and imports decreased $0.5 billion to $13.7 billion.

    Goods and Services by Selected Countries and Areas: Quarterly – Balance of Payments Basis (exhibit 20)

    Statistics on trade in goods and services by country and area are only available quarterly, with a one-month lag. With this release, fourth-quarter figures are now available.

    The fourth-quarter figures show surpluses, in billions of dollars, with South and Central America ($19.1), Netherlands ($18.6), Australia ($7.1), Singapore ($7.0), Brazil ($7.0), United Kingdom ($4.9), Hong Kong ($4.3), Saudi Arabia ($3.4), and Belgium ($1.5). Deficits were recorded, in billions of dollars, with China ($68.8), Mexico ($48.0), European Union ($38.5), Vietnam ($32.7), Germany ($21.1), Taiwan ($18.9), Japan ($17.0), Switzerland ($15.7), India ($13.2), South Korea ($12.5), Italy ($11.1), Canada ($10.5), Ireland ($7.8), Malaysia ($7.4), France ($4.5), and Israel ($2.1).

    • The deficit with Switzerland increased $12.1 billion to $15.7 billion in the fourth quarter. Exports decreased $1.6 billion to $18.8 billion and imports increased $10.6 billion to $34.5 billion.
    • The deficit with India increased $3.4 billion to $13.2 billion in the fourth quarter. Exports decreased $0.2 billion to $20.6 billion and imports increased $3.2 billion to $33.8 billion.
    • The deficit with the European Union decreased $5.8 billion to $38.5 billion in the fourth quarter. Exports decreased $0.9 billion to $164.8 billion and imports decreased $6.7 billion to $203.3 billion.

    All statistics referenced are seasonally adjusted; statistics are on a balance of payments basis unless otherwise specified. Additional statistics, including not seasonally adjusted statistics and details for goods on a Census basis, are available in exhibits 1-20b of this release. For information on data sources, definitions, and revision procedures, see the explanatory notes in this release. The full release can be found at www.census.gov/foreign-trade/Press-Release/current_press_release/index.html or www.bea.gov/data/intl-trade-investment/international-trade-goods-and-services. The full schedule is available in the Census Bureau’s Economic Briefing Room at www.census.gov/economic-indicators/ or on BEA’s website at www.bea.gov/news/schedule.

    Next release: April 3, 2025, at 8:30 a.m. EDT
    U.S. International Trade in Goods and Services, February 2025

    Notice

    Impact of Canada Border Services Agency’s (CBSA) Release of CBSA Assessment and Revenue Management (CARM)

    The CBSA introduced a new accounting system (CARM) on October 21, 2024. As a result, importers in Canada have experienced delays in filing shipment information. These delays affected the compilation of statistics on U.S. exports of goods to Canada for September 2024 through January 2025, which are derived from data compiled by Canada through the United States – Canada Data Exchange. A dollar estimate of the filing backlog is included in estimates for late receipts and, following the U.S. Census Bureau’s customary practice for late receipt estimates, is included in the export end-use category “Other goods” as well as in exports to Canada. This estimate will be replaced with the actual transactions reported by the Harmonized System classification in June 2025 with the release of “U.S. International Trade in Goods and Services, Annual Revision.” Until then, please refer to the supplemental spreadsheet “CARM Exports to Canada Corrections,” which provides a breakdown of the late receipts by 1-digit end-use category for statistics through 2024. This spreadsheet will be updated as late export transactions are received to reflect reassignments from the initial “Other goods” category to the appropriate 1-digit end-use category. Any 2025 impacts will be revised in June 2026.

    If you have questions or need additional information, please contact the Census Bureau, Economic Indicators Division, International Trade Macro Analysis Branch, on 800-549-0595, option 4, or at eid.international.trade.data@census.gov.

    Upcoming Changes to the Real (Chained-Dollar) Series

    Effective with the release of the February 2025 statistics on April 3, 2025, the Census Bureau will continue to use the Bureau of Labor Statistics (BLS) U.S. Import and Export Price Indexes to calculate the chained-dollar series (exhibits 10 and 11). The BLS will be implementing changes to the indexes with the release of the February 2025 U.S. Import and Export Price Indexes on March 18, 2025. The changes to the indexes could impact the chained-dollar values. Please refer to the BLS notice for additional information on the Upcoming Change to Data Source for Import and Export Price Indexes: U.S. Bureau of Labor Statistics.

    If you have any questions or need additional information, please contact the Census Bureau, Economic Statistical Methods Division, International Trade Statistical Methods Branch, on 301-763-3080.

    Upcoming Updates to Goods and Services

    With the releases of the “U.S. International Trade in Goods and Services” report (FT-900) and the FT-900 Annual Revision on June 5, 2025, statistics on trade in goods, on both a Census basis and a balance of payments (BOP) basis, will be revised beginning with 2020 and statistics on trade in services will be revised beginning with 1999. The revised statistics for goods on a BOP basis and for services will also be included in the “U.S. International Transactions, 1st Quarter 2025 and Annual Update” report and in the international transactions interactive database, both to be released by BEA on June 24, 2025.

    Revised statistics on trade in goods will reflect:

    • Corrections and adjustments to previously published not seasonally adjusted statistics for goods on a Census basis.
    • End-use reclassifications of several commodities.
    • Recalculated seasonal and trading-day adjustments.
    • Newly available and revised source data on BOP adjustments, which are adjustments that BEA applies to goods on a Census basis to convert them to a BOP basis. See the “Goods (balance of payments basis)” section in the explanatory notes for more information.

    Revised statistics on trade in services will reflect:

    • Newly available and revised source data, primarily from BEA surveys of international services.
    • Corrections and adjustments to previously published not seasonally adjusted statistics.
    • Recalculated seasonal adjustments.
    • Revised temporal distributions of quarterly source data to monthly statistics. See the “Services” section in the explanatory notes for more information.

    A preview of BEA’s 2025 annual update of the International Transactions Accounts will be available in the Survey of Current Business in April 2025.

    If you have questions or need additional information, please contact the Census Bureau, Economic Indicators Division, International Trade Macro Analysis Branch, on (800) 549-0595, option 4, or at eid.international.trade.data@census.gov or BEA, Balance of Payments Division, at InternationalAccounts@bea.gov.

    MIL OSI USA News –

    March 7, 2025
  • MIL-OSI: Kaltura to Host 2025 Investor Event

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, March 06, 2025 (GLOBE NEWSWIRE) — Kaltura (Nasdaq: KLTR), the Video Experience Cloud, today announced that it will host its 2025 Investor Event on Wednesday, March 12, 2025. The event will feature executive presentations outlining the Company’s business, strategic vision, product innovation, and financial performance, and showcasing Kaltura’s AI-infused Video Experiences platform. 

    The day’s session will include presentations from key members of Kaltura’s leadership team including Co-Founder, Chairman, President and CEO Ron Yekutiel, Chief Product & Engineering Officer Einav Azaria, Chief Revenue Officer Liad Eshkar, Chief Customer Officer Natan Israeli, and Chief Financial Officer John Doherty. In addition to presentations from management, the event will feature a customer panel discussion and question-and-answer sessions.

    The Investor Event will commence at 9:30 am ET and conclude at approximately 12:30 pm ET. A live webcast of the presentations will be hosted on the Kaltura platform. To register please visit Kaltura’s investor relations website at https://investors.kaltura.com/news-and-events/events, In addition, a replay will be available following the event.

    About Kaltura
    Kaltura’s mission is to create and power AI-infused hyper-personalized video experiences that boost customer and employee engagement and success. Kaltura’s Video Experience Cloud includes a platform for enterprise and TV content management and a wide array of Gen AI-infused video-first products, including Video Portals, LMS and CMS Video Extensions, Virtual Events and Webinars, Virtual Classrooms, and TV Streaming Applications. Kaltura engages millions of end-users at home, at work, and at school, boosting both customer and employee experiences, including marketing, sales, and customer success; teaching, learning, training and certification; communication and collaboration; and entertainment, and monetization. For more information, visit www.corp.kaltura.com.

    Investor Contacts:
    Kaltura, Inc.
    John Doherty
    Chief Financial Officer
    IR@Kaltura.com

    Sapphire Investor Relations, LLC
    Erica Mannion and Michael Funari
    IR@Kaltura.com
    +1 617 542 6180

    Media Contacts:
    Kaltura, Inc.
    Nohar Zmora
    SVP, Head of Marketing
    pr.team@kaltura.com

    Headline Media
    Raanan Loew
    raanan@headline.media
    +1 347 897 9276

    The MIL Network –

    March 7, 2025
  • MIL-OSI: NXP Semiconductors Announces Quarterly Dividend

    Source: GlobeNewswire (MIL-OSI)

    EINDHOVEN, The Netherlands, March 06, 2025 (GLOBE NEWSWIRE) — As part of its ongoing capital return program, NXP Semiconductors N.V. (NASDAQ: NXPI) today announced that its board of directors has approved the payment of an interim dividend. The actions are based on the continued and significant strength of the NXP capital structure, and the board’s confidence in the company’s ability to drive long-term growth and strong cash flow.

    The board of directors has approved the payment of an interim dividend of $1.014 per ordinary share for the first quarter of 2025. The interim dividend will be paid in cash on April 9, 2025, to shareholders of record as of March 19, 2025.

    Taxation – Cash Dividends
    Cash dividends will be subject to the deduction of Dutch dividend withholding tax at the rate of 15 percent, which may be reduced in certain circumstances. Non-Dutch resident shareholders, depending on their circumstances, may be entitled to a full or partial refund of Dutch dividend withholding tax. If you are uncertain as to the tax treatment of any dividends, consult your tax advisor.

    About NXP Semiconductors
    NXP Semiconductors N.V. (NASDAQ: NXPI) is the trusted partner for innovative solutions in the automotive, industrial & IoT, mobile, and communications infrastructure markets. NXP’s “Brighter Together” approach combines leading-edge technology with pioneering people to develop system solutions that make the connected world better, safer, and more secure. The company has operations in more than 30 countries and posted revenue of $12.61 billion in 2024. Find out more at www.nxp.com.

    Forward-looking Statements
    This document includes forward-looking statements which include statements regarding NXP’s business strategy, financial condition, results of operations, market data, as well as any other statements which are not historical facts. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. These factors, risks and uncertainties include the following: market demand and semiconductor industry conditions; our ability to successfully introduce new technologies and products; the demand for the goods into which NXP’s products are incorporated; trade disputes between the U.S. and China, potential increase of barriers to international trade and resulting disruptions to NXP’s established supply chains; the impact of government actions and regulations, including restrictions on the export of US-regulated products and technology; increasing and evolving cybersecurity threats and privacy risks, including theft of sensitive or confidential data; the ability to generate sufficient cash, raise sufficient capital or refinance corporate debt at or before maturity to meet both NXP’s debt service and research and development and capital investment requirements; our ability to accurately estimate demand and match our production capacity accordingly or obtain supplies from third-party producers to meet demand; our access to production capacity from third-party outsourcing partners, and any events that might affect their business or NXP’s relationship with them; our ability to secure adequate and timely supply of equipment and materials from suppliers; our ability to avoid operational problems and product defects and, if such issues were to arise, to correct them quickly; our ability to form strategic partnerships and joint ventures and to successfully cooperate with our alliance partners; our ability to win competitive bid selection processes; our ability to develop products for use in customers’ equipment and products; the ability to successfully hire and retain key management and senior product engineers; global hostilities, including the invasion of Ukraine by Russia and resulting regional instability, sanctions and any other retaliatory measures taken against Russia and the continued hostilities and the armed conflict in the Middle East, which could adversely impact the global supply chain, disrupt our operations or negatively impact the demand for our products in our primary end markets; the ability to maintain good relationships with NXP’s suppliers; and a change in tax laws could have an effect on our estimated effective tax rate. In addition, this document contains information concerning the semiconductor industry, our end markets and business generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the semiconductor industry, our end markets and business will develop. NXP has based these assumptions on information currently available, if any one or more of these assumptions turn out to be incorrect, actual results may differ from those predicted. While NXP does not know what impact any such differences may have on its business, if there are such differences, its future results of operations and its financial condition could be materially adversely affected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak to results only as of the date the statements were made. Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, NXP does not have any intention or obligation to publicly update or revise any forward-looking statements after we distribute this document, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors listed in our SEC filings. Copies of our SEC filings are available on our Investor Relations website, www.nxp.com/investor or from the SEC website, www.sec.gov.

    For further information, please contact:                                                                                                                                                       

    Investors:  Media:
    Jeff Palmer  Paige Iven
    jeff.palmer@nxp.com paige.iven@nxp.com
    +1 408 205 0687  +1 817 975 0602
       

    NXP-Corp

    The MIL Network –

    March 7, 2025
  • MIL-OSI Russia: Important congratulations: a letter from the rector of the State University of Management Vladimir Stroev to the head of VNIOPTUSKh

    Translartion. Region: Russians Fedetion –

    Source: State University of Management – Official website of the State –

    On March 5, representatives of the State University of Management took part in a ceremonial meeting dedicated to the 60th anniversary of the All-Russian Research Institute for the Organization of Production, Labor and Management in Agriculture (VNIOPTUSKh).

    Professors of the Department of Accounting, Auditing and Taxation of the State University of Management Tatyana Rogulenko and Roman Blizkiy presented the Honored Scientist of the Russian Federation Alexander Suglobov, who heads the All-Russian Research Institute of Agricultural Sciences, with a congratulatory letter from the Rector of the State University of Management Vladimir Stroyev. The letter was given in recognition of the merits of Alexander Evgenievich and the contribution of the institute’s staff to the development of the agricultural sector.

    On April 16-17, 2025, the All-Russian scientific and practical conference “Current state and prospects for the organization of production, labor and management in agriculture” will be held for the 60th anniversary of VNIOPTUSKh. As part of strengthening the interaction of research teams, the head of VNIOPTUSKh invites scientists from the State University of Management to take part in the conference.

    The anniversary is an important stage in the history of VNIOPTUSKh, emphasizing the importance of the institute’s work in the field of labor protection and industrial safety. The interaction of scientific institutions and universities contributes to the development of new technologies and approaches aimed at increasing efficiency and safety in the agricultural sector.

    Today, VNIOPTUSKh continues active research activities, implements modern methods and ensures sustainable development of the country’s agro-industrial complex.

    GUU congratulates the institute staff on their anniversary and wishes them further success in their scientific work!

    Subscribe to the TG channel “Our GUU” Date of publication: 03/06/2025

    Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

    MIL OSI Russia News –

    March 7, 2025
  • MIL-OSI: Smart Share Global Limited Announces Third Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    POIs1operated through network partner model reached 96.8% as of the end of the third quarter of 2024
    Cumulative registered users2reached 430.2 million as of the end of the third quarter of 2024

    SHANGHAI, March 06, 2025 (GLOBE NEWSWIRE) — Smart Share Global Limited (Nasdaq: EM) (“Energy Monster” or the “Company”), a consumer tech company providing mobile device charging service, today announced its unaudited financial results for the quarter ended September 30, 2024.

    HIGHLIGHTS FOR THE THIRD QUARTER OF 2024

    • As of September 30, 2024, the Company’s services were available in 1,274 thousand POIs, compared with 1,267 thousand as of June 30, 2024.
    • As of September 30, 2024, the Company’s available-for-use power banks3 were 9.5 million.
    • As of September 30, 2024, cumulative registered users reached 430.2 million, with 13.1 million newly registered users acquired during the quarter.
    • Mobile device charging orders4 for the third quarter of 2024 was 148.1 million, compared with 176.5 million for the third quarter of 2023.
    • As of September 30, 2024, 96.8% of POIs were operated under our network partner model, compared with 89.2% as of June 30, 2024.
    • During the third quarter of 2024, the Company successfully completed its transition to the network partners model, accompanied by a retrospective review of the network partner model throughout the transition period.

    FINANCIAL RESULTS FOR THE THIRD QUARTER OF 2024
    Revenues were RMB490.8 million (US$69.9 million5) for the third quarter of 2024, representing a 20.0% decrease from the same period in 2023. The decrease was primarily due to the decrease in revenues generated under the direct model as part of the Company’s overall strategy of shifting towards the network partner model.

    • Mobile device charging revenues, which consist of revenues generated under both the direct and network partner models, decreased by 34.8% to RMB367.9 million (US$52.4 million) for the third quarter of 2024, from RMB564.2 million in the same period of 2023.
      • Revenues generated under the network partner model, comprising of (i) mobile device charging solution fees, which increased by 12.2% year-over-year to RMB65.9 million, and (ii) power bank, cabinet and other related sales, which increased by 10.3% year-over-year to RMB243.9 million, increased by 10.7% to RMB309.8 million for the third quarter of 2024, from RMB280.0 million in the same period of 2023. The increase was primarily due to the increase in the number of POIs operated under the network partner model as part of the Company’s overall strategy of shifting towards the network partner model.
      • Revenues generated under the direct model, comprising of mobile device charging service fees of RMB57.1 million and power bank sales of RMB0.9 million, decreased by 79.6% to RMB58.0 million for the third quarter of 2024, from RMB284.2 million in the same period of 2023. The decrease was primarily due to the decrease in the number of POIs operated under the direct model as part of the Company’s overall strategy of shifting towards the network partner model.
    • Other revenues, which primarily comprise of revenues from new business initiatives and advertising services, increased by 149.4% to RMB122.9 million (US$17.5 million) for the third quarter of 2024, from RMB49.3 million in the same period of 2023. The increase was primarily attributable to new business initiatives.

    Cost of revenues increased by 38.5% to RMB298.4 million (US$42.5 million) for the third quarter of 2024, from RMB215.5 million in the same period last year. The increase was primarily due to the increase in cost in association with the increase in new business initiatives and cost of cabinet sold.

    Research and development expenses decreased by 15.8% to RMB20.0 million (US$2.9 million) for the third quarter of 2024, from RMB23.8 million in the same period last year. The decrease was primarily due to the decrease in personnel related expenses.

    Sales and marketing expenses decreased by 51.8% to RMB142.6 million (US$20.3 million) for the third quarter of 2024 from RMB296.0 million in the same period last year. The decrease was primarily due to the decrease in incentive fees paid to location partners under the direct model and personnel related expenses.

    General and administrative expenses increased by 10.0% to RMB41.6 million (US$5.9 million) for the third quarter of 2024, compared to RMB37.8 million in the same period last year. The increase was primarily due to the increase in reserve for doubtful accounts in relation to the increasing contribution of the network partner model.

    Loss from operations for the third quarter of 2024 was RMB5.1 million (US$0.7 million), compared to an income from operations of RMB33.4 million in the same period last year.

    Net income for the third quarter of 2024 was RMB4.2 million (US$0.6 million), compared to a net income of RMB49.0 million in the same period last year.

    Non-GAAP adjusted net income for the third quarter of 2024 was RMB9.2 million (US$1.3 million), compared to a non-GAAP adjusted net income of RMB54.2 million in the same period last year.

    Net income attributable to ordinary shareholders for the third quarter of 2024 was RMB4.2 million (US$0.6 million), compared to a net income attributable to ordinary shareholders of RMB49.0 million in the same period last year.

    As of September 30, 2024, the Company had cash and cash equivalents, restricted cash and short-term investments of RMB3.0 billion (US$432.0 million). 

    SUPPLEMENTAL INFORMATION
    The table below sets forth the breakdown of mobile device charging revenue components based on the latest classification for the periods indicated:

      2023Q3   2024Q2   2024Q3
      thousands RMB   thousands RMB   thousands RMB
               
    Mobile device charging:          
    Network Partner Model 279,960   292,505   309,837
    Mobile device charging solution 58,759   61,508   65,935
    Power bank, cabinet and other related sales 221,201   230,997   243,902
    Direct Model 284,233   118,105   58,048
    Mobile device charging service 278,099   115,863   57,113
    Power bank sales 6,134   2,242   935
    Total mobile device charging 564,193   410,610   367,885
               

    CORRECTIONS OF PREVIOUSLY ANNOUNCED INTERIM FINANCIAL INFORMATION AND PREVIOUSLY ISSUED FINANCIAL STATEMENTS
    In connection with the preparation of its unaudited financial results for the three months ended September 30, 2024, the Company discovered prior period errors in the accrual for tax surcharges and related interest expenses, accruals for commissions to location partners and related balances, the impairment of prepayments to location partners and the expected credit losses on deposits to location partners and accounts receivable due from network partners. Accordingly, the Company determined to disclose the correction of previously announced interim financial information and previously issued financial statements for the related errors in this current report on Form 6-K. None of the errors had a material impact on previously issued annual financial statements filed on Form 20-F. The section “Corrections of Previously Announced Interim Financial Information and Previously Issued Financial Statements” sets forth the specific corrections made to previously announced interim financial information and previously issued financial statements.

    ABOUT SMART SHARE GLOBAL LIMITED
    Smart Share Global Limited (Nasdaq: EM), or Energy Monster, is a consumer tech company with the mission to energize everyday life. The Company is a leading provider of mobile device charging service in China with an extensive network of partners powered by its own advanced service platform. The Company provides mobile device charging service through its shared power banks, which are placed in POIs such as entertainment venues, restaurants, shopping centers, hotels, transportation hubs and public spaces. Users may access the service by scanning the QR codes on Energy Monster’s cabinets to release the power banks. As of September 30, 2024, the Company had 13,000 network partners and 9.5 million power banks in 1,274,000 POIs across more than 2,100 counties and county-level districts in China.

    CONTACT US
    Investor Relations
    Hansen Shi
    ir@enmonster.com

    SAFE HARBOR STATEMENT
    This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. Among other things, the business outlook and quotations from management in this announcement, as well as the Company’s strategic and operational plans, contain forward-looking statements. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission (“SEC”), in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Energy Monster’s strategies; its future business development, financial condition and results of operations; the impact of technological advancements on the pricing of and demand for its services; competition in the mobile device charging service industry; Chinese governmental policies and regulations affecting the mobile device charging service industry; changes in its revenues, costs or expenditures; general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

    NON-GAAP FINANCIAL MEASURE
    In evaluating its business, the Company considers and uses non-GAAP adjusted net income in reviewing and assessing its operating performance. The presentation of this non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. The Company presents this non-GAAP financial measure because it is used by management to evaluate operating performance and formulate business plans. The Company believes that this non-GAAP financial measure helps identify underlying trends in its business, provide further information about its results of operations, and enhance the overall understanding of its past performance and future prospects.

    Non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP and have limitations as analytical tools. The Company’s non-GAAP financial measure does not reflect all items of expenses that affect its operations and does not represent the residual cash flow available for discretionary expenditures. Further, the Company’s non-GAAP measure may differ from the non-GAAP information used by other companies, including peer companies, and therefore its comparability may be limited. The Company compensates for these limitations by reconciling its non-GAAP financial measure to the nearest U.S. GAAP performance measure, which should be considered when evaluating performance. Investors and others are encouraged to review the Company’s financial information in its entirety and not rely on a single financial measure.

    The Company defines non-GAAP adjusted net income as net income excluding share-based compensation expenses. For more information on the non-GAAP financial measure, please see the table captioned “Unaudited Reconciliation of GAAP and Non-GAAP Results” set forth at the end of this press release.

    Smart Share Global Limited
    Unaudited Consolidated Balance Sheets
    (In thousands, except for share and per share data, unless otherwise noted)
                 
        December 31, 2023   September 30, 2024   September 30, 2024
    RMB RMB US$
         
    ASSETS            
    Current assets:            
    Cash and cash equivalents   588,644     256,963     36,617  
    Restricted cash   173,246     114,291     16,286  
    Short-term investments   2,541,889     2,640,281     376,237  
    Accounts receivable, net   268,743     338,646     48,257  
    Inventory   106,530     162,508     23,157  
    Prepayments and other current assets   339,251     401,626     57,232  
                 
    Total current assets   4,018,303     3,914,315     557,786  
                 
    Non-current assets:            
    Long-term restricted cash   20,000     20,000     2,850  
    Property, equipment and software, net   322,806     190,720     27,177  
    Right-of-use assets, net   16,353     9,010     1,284  
    Other non-current assets   20,469     6,759     963  
    Deferred tax assets, net   22,165     1,252     178  
                 
    Total non-current assets   401,793     227,741     32,452  
                 
    Total assets   4,420,096     4,142,056     590,238  
                 
    LIABILITIES AND SHAREHOLDERS’ EQUITY            
    Current liabilities:            
    Accounts and notes payable   767,669     577,508     82,295  
    Salary and welfare payable   143,653     133,204     18,981  
    Taxes payable   230,763     207,414     29,556  
    Current portion of lease liabilities   7,399     3,585     511  
    Accruals and other current liabilities   336,959     352,341     50,209  
                 
    Total current liabilities   1,486,443     1,274,052     181,552  
                 
    Non-current liabilities:            
    Non-current lease liabilities   7,641     5,090     725  
    Amounts due to related parties-non-current   1,000     1,000     142  
    Other non-current liabilities   195,585     215,780     30,748  
                 
    Total non-current liabilities   204,226     221,870     31,615  
                 
    Total liabilities   1,690,669     1,495,922     213,167  
                 
    SHAREHOLDERS’ EQUITY            
    Ordinary shares   347     347     49  
    Treasury stock   (5,549 )   (45,964 )   (6,549 )
    Additional paid-in capital   11,791,570     11,748,257     1,674,113  
    Statutory reserves   16,593     16,593     2,364  
    Accumulated other comprehensive income   182,824     168,951     24,075  
    Accumulated deficit   (9,256,358 )   (9,242,050 )   (1,316,981 )
                 
    Total shareholders’ equity   2,729,427     2,646,134     377,071  
                 
    Total liabilities and shareholders’ equity   4,420,096     4,142,056     590,238  
                 
    Smart Share Global Limited
    Unaudited Consolidated Statements of Comprehensive Income/ (Loss)
    (In thousands, except for share and per share data, unless otherwise noted)
                             
        Three months ended September 30,   Nine months ended September 30,
        2023   2024   2023   2024
        RMB   RMB   US$   RMB   RMB   US$
                    As corrected*        
    Revenues:                        
    Mobile device charging   564,193     367,885     52,423     2,403,516     1,156,571     164,810  
    Others   49,273     122,898     17,513     68,511     194,341     27,693  
                             
    Total revenues   613,466     490,783     69,936     2,472,027     1,350,912     192,503  
                             
    Cost of revenues   (215,461 )   (298,396 )   (42,521 )   (1,014,390 )   (685,733 )   (97,716 )
    Research and development expenses   (23,799 )   (20,042 )   (2,856 )   (63,894 )   (60,528 )   (8,625 )
    Sales and marketing expenses   (295,990 )   (142,614 )   (20,322 )   (1,258,883 )   (523,545 )   (74,605 )
    General and administrative expenses   (37,777 )   (41,563 )   (5,923 )   (96,535 )   (108,511 )   (15,463 )
    Other operating (loss)/income   (7,023 )   6,763     964     (17,033 )   (4,030 )   (574 )
                             
    Income/(loss) from operations   33,416     (5,069 )   (722 )   21,292     (31,435 )   (4,480 )
                             
    Interest and investment income   32,160     27,919     3,978     86,450     87,262     12,435  
    Interest expense to third parties   –     –     –     (4,228 )   –     –  
    Foreign exchange loss, net   4,299     5,700     812     (8,210 )   2,597     370  
    Other (loss)/income, net   (16 )   19     3     (27 )   87     12  
                             
    Income before income tax expense   69,859     28,569     4,071     95,277     58,511     8,337  
                             
    Income tax expense   (20,849 )   (24,323 )   (3,466 )   (20,231 )   (44,203 )   (6,299 )
                             
    Net income   49,010     4,246     605     75,046     14,308     2,038  
                             
    Net income attributable to ordinary shareholders of Smart Share Global Limited   49,010     4,246     605     75,046     14,308     2,038  
                             
    Other comprehensive (loss)/income                        
    Foreign currency translation adjustments, net of nil tax   (12,332 )   (22,136 )   (3,154 )   38,090     (13,873 )   (1,977 )
                             
    Total comprehensive income/(loss)   36,678     (17,890 )   (2,549 )   113,136     435     61  
                             
    Comprehensive income/(loss) attributable to ordinary shareholders of Smart Share Global Limited   36,678     (17,890 )   (2,549 )   113,136     435     61  
                             
    Weighted average number of ordinary shares used in computing net income per share                        
    – basic   520,075,932     507,084,501     507,084,501     519,795,778     512,825,904     512,825,904  
    – diluted   520,075,932     512,101,780     512,101,780     519,795,778     517,894,151     517,894,151  
                             
    Net income per share attributable to ordinary shareholders                        
    – basic   0.09     0.01     0.00     0.14     0.03     0.00  
    – diluted   0.09     0.01     0.00     0.14     0.03     0.00  
                             
    Net income per ADS attributable to ordinary shareholders                        
    – basic   0.19     0.02     0.00     0.29     0.06     0.01  
    – diluted   0.19     0.02     0.00     0.29     0.06     0.01  
                             
    *The corrections as detailed in the section “Corrections of Previously Announced Interim Financial Information and Previously Issued Financial Statements” were material to the previously announced unaudited consolidated financial information of the Company for the nine months ended September 30, 2023.
                                         

    Corrections of Previously Announced Interim Financial Information and Previously Issued Financial Statements

    In connection with the preparation of its unaudited financial results for the three months ended September 30, 2024, the Company discovered prior period errors in the accrual for tax surcharges and related interest expenses, accruals for commissions to location partners and related balances, the impairment of prepayments to location partners and the expected credit losses on deposits to location partners and accounts receivable due from network partners. Accordingly, the Company determined to disclose the correction of previously announced interim financial information and previously issued financial statements for the related errors in this current report on Form 6-K. None of the errors had a material impact on previously issued annual financial statements filed on Form 20-F.

    The Company is still in the process of assessing the control implications in connection with the identified errors. The Company has previously concluded that it had two material weaknesses in internal control over financial reporting, including (i) the Company’s lack of sufficient competent financial reporting and accounting personnel with appropriate understanding of accounting principles generally accepted in the United States of America, or U.S. GAAP, to address complex U.S. GAAP technical accounting issues and to prepare and review its consolidated financial statements, including disclosure notes, in accordance with U.S. GAAP and financial reporting requirements set forth by the SEC, and (ii) the Company’s lack of period end financial closing policies and procedures for preparation of consolidated financial statements, including disclosure notes, which are in compliance with U.S. GAAP and the SEC’s reporting and disclosure requirements. As a result of the errors identified, the Company could identify additional material weaknesses as part of finalizing its analysis related to its annual report process.

    The Company assessed the effects of the corrections in previously announced interim financial information and previously issued financial statements for the prior periods affected and determined that they were material to the unaudited consolidated balance sheets as of March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024 and June 30, 2024 and the unaudited consolidated statements of comprehensive income/(loss) for the three months ended March 31, 2023, June 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024, for the six months ended June 30, 2023 and June 30, 2024 and for the nine months ended September 30, 2023, where the corrected amounts are labelled as “As corrected” in the following tables, but are not material to any of the other prior interim financial information or annual financial statements of the Company, where the corrected amounts are labelled as “As revised” in the following tables.

    The following tables present the aggregated impact of the corrections to the financial information for the prior periods. The previously issued consolidated financial statements as of December 31, 2022 and 2023 and for the years then ended will be revised when they are presented in the Company’s Form 20-F for the year ended December 31, 2024.

      Year ended December 31, 2021    
      As Previously Reported   Corrections   As revised   Error #
          (Amounts in thousands of RMB)  
                   
    Sales and marketing expenses (2,950,972 )   (3,457 )   (2,954,429 )   2>, 3>
    General and administrative expenses (118,973 )   (1,847 )   (120,820 )   3>
    Loss from operations (108,999 )   (5,304 )   (114,303 )    
    Loss before income tax expense (124,615 )   (5,304 )   (129,919 )    
    Net loss (124,615 )   (5,304 )   (129,919 )    
    Net loss attributable to ordinary shareholders (4,958,370 )   (5,304 )   (4,963,674 )    
    Total comprehensive loss (274,882 )   (5,304 )   (280,186 )    
    Net loss per share attributable to ordinary shareholders              
    – basic and diluted (12.20 )   (0.01 )   (12.21 )    
    Net loss per ADS attributable to ordinary shareholders              
    – basic and diluted (24.40 )   (0.02 )   (24.42 )    
    Adjusted net loss (non-GAAP) (93,904 )   (5,304 )   (99,208 )    
                   
      Three months ended March 31, 2022   Three months ended June 30, 2022   Three months ended September 30, 2022   Three months ended December 31, 2022    
      As Previously Reported   Corrections   As revised   As Previously Reported   Corrections   As revised   As Previously Reported   Corrections   As revised   As Previously Reported   Corrections   As revised   Error #
      (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
     
                                                       
    Cost of revenues (127,553 )   (398 )   (127,951 )   (162,869 )   (3,885 )   (166,754 )   (125,548 )   (6,545 )   (132,093 )   (140,953 )   (5,484 )   (146,437 )   1>
    Sales and marketing expenses (659,679 )   (919 )   (660,598 )   (664,918 )   (2,318 )   (667,236 )   (752,534 )   (325 )   (752,859 )   (635,199 )   760     (634,439 )   2>, 3>
    General and administrative expenses (27,376 )   (145 )   (27,521 )   (28,458 )   (199 )   (28,657 )   (29,421 )   (212 )   (29,633 )   (27,148 )   (812 )   (27,960 )   3>
    Other operating income/(loss) 5,277     –     5,277     (1,565 )   (821 )   (2,386 )   19,846     (1,287 )   18,559     (10,682 )   (796 )   (11,478 )   1>
    Loss from operations (99,316 )   (1,462 )   (100,778 )   (191,028 )   (7,223 )   (198,251 )   (96,974 )   (8,369 )   (105,343 )   (233,927 )   (6,332 )   (240,259 )    
    Loss before income tax expense (96,411 )   (1,462 )   (97,873 )   (184,527 )   (7,223 )   (191,750 )   (95,754 )   (8,369 )   (104,123 )   (220,072 )   (6,332 )   (226,404 )    
    Income tax expense –     365     365     –     1,131     1,131     –     1,372     1,372     (114,476 )   1,005     (113,471 )   All
    Net loss (96,411 )   (1,097 )   (97,508 )   (184,527 )   (6,092 )   (190,619 )   (95,754 )   (6,997 )   (102,751 )   (334,548 )   (5,327 )   (339,875 )    
    Net loss attributable to ordinary shareholders (96,411 )   (1,097 )   (97,508 )   (184,527 )   (6,092 )   (190,619 )   (95,754 )   (6,997 )   (102,751 )   (334,548 )   (5,327 )   (339,875 )    
    Total comprehensive loss (102,246 )   (1,097 )   (103,343 )   (108,881 )   (6,092 )   (114,973 )   (21,459 )   (6,997 )   (28,456 )   (366,282 )   (5,327 )   (371,609 )    
    Net loss per share attributable to ordinary shareholders                                                  
    – basic and diluted (0.20 )   0.01     (0.19 )   (0.36 )   (0.01 )   (0.37 )   (0.18 )   (0.02 )   (0.20 )   (0.64 )   (0.02 )   (0.66 )    
    Net loss per ADS attributable to ordinary shareholders                                                  
    – basic and diluted (0.40 )   0.02     (0.38 )   (0.72 )   (0.02 )   (0.74 )   (0.36 )   (0.04 )   (0.40 )   (1.28 )   (0.03 )   (1.31 )    
    Adjusted net loss (non-GAAP) (89,695 )   (1,097 )   (90,792 )   (177,491 )   (6,092 )   (183,583 )   (88,638 )   (6,997 )   (95,635 )   (327,171 )   (5,327 )   (332,498 )    
                                                       
      Six months ended June 30, 2022   Nine months ended September 30, 2022   Year ended December 31, 2022    
      As Previously Reported   Corrections   As revised   As Previously Reported   Corrections   As revised   As Previously Reported   Corrections   As revised   Error #
      (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
     
                                           
    Cost of revenues (290,422 )   (4,283 )   (294,705 )   (415,970 )   (10,828 )   (426,798 )   (556,923 )   (16,312 )   (573,235 )   1>
    Sales and marketing expenses (1,324,597 )   (3,237 )   (1,327,834 )   (2,077,131 )   (3,562 )   (2,080,693 )   (2,712,330 )   (2,802 )   (2,715,132 )   2>,  3>
    General and administrative expenses (55,834 )   (344 )   (56,178 )   (85,255 )   (556 )   (85,811 )   (112,403 )   (1,368 )   (113,771 )   3>
    Other operating income 3,712     (821 )   2,891     23,558     (2,108 )   21,450     12,876     (2,904 )   9,972     1>
    Loss from operations (290,344 )   (8,685 )   (299,029 )   (387,318 )   (17,054 )   (404,372 )   (621,245 )   (23,386 )   (644,631 )    
    Loss before income tax expense (280,938 )   (8,685 )   (289,623 )   (376,692 )   (17,054 )   (393,746 )   (596,764 )   (23,386 )   (620,150 )    
    Income tax expense –     1,496     1,496     –     2,868     2,868     (114,476 )   3,873     (110,603 )   All
    Net loss (280,938 )   (7,189 )   (288,127 )   (376,692 )   (14,186 )   (390,878 )   (711,240 )   (19,513 )   (730,753 )    
    Net loss attributable to ordinary shareholders (280,938 )   (7,189 )   (288,127 )   (376,692 )   (14,186 )   (390,878 )   (711,240 )   (19,513 )   (730,753 )    
    Total comprehensive loss (211,127 )   (7,189 )   (218,316 )   (232,586 )   (14,186 )   (246,772 )   (598,868 )   (19,513 )   (618,381 )    
    Net loss per share attributable to ordinary shareholders                                      
    – basic and diluted (0.54 )   (0.02 )   (0.56 )   (0.73 )   (0.02 )   (0.75 )   (1.37 )   (0.04 )   (1.41 )    
    Net loss per ADS attributable to ordinary shareholders                                      
    – basic and diluted (1.08 )   (0.04 )   (1.12 )   (1.46 )   (0.04 )   (1.50 )   (2.74 )   (0.08 )   (2.82 )    
    Adjusted net loss (non-GAAP) (267,186 )   (7,189 )   (274,375 )   (355,824 )   (14,186 )   (370,010 )   (682,995 )   (19,513 )   (702,508 )    
                                           
        Three months ended March 31, 2023   Three months ended June 30, 2023   Three months ended September 30, 2023   Three months ended December 31, 2023    
        As Previously Reported   Corrections   As corrected*   As Previously Reported   Corrections   As corrected*   As Previously Reported   Corrections   As revised   As Previously Reported   Corrections   As corrected*   Error #
        (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
     
                                                         
    Cost of revenues   (127,389 )   (1,355 )   (128,744 )   (668,547 )   (1,638 )   (670,185 )   (214,817 )   (644 )   (215,461 )   (198,711 )   6,910     (191,801 )   1>
    Sales and marketing expenses   (665,274 )   (1,253 )   (666,527 )   (295,150 )   (1,216 )   (296,366 )   (298,216 )   2,226     (295,990 )   (248,792 )   1,075     (247,717 )   2>, 3>
    General and administrative expenses   (26,771 )   (450 )   (27,221 )   (31,117 )   (420 )   (31,537 )   (37,094 )   (683 )   (37,777 )   (30,546 )   (955 )   (31,501 )   3>
    Other operating income/(loss)   2,268     (2,305 )   (37 )   (8,703 )   (1,270 )   (9,973 )   (5,532 )   (1,491 )   (7,023 )   (13,860 )   4,985     (8,875 )   1>
    (Loss)/income from operations   (15,775 )   (5,363 )   (21,138 )   13,558     (4,544 )   9,014     34,008     (592 )   33,416     (32,856 )   12,015     (20,841 )    
    Income before income tax expense   10,810     (5,363 )   5,447     24,515     (4,544 )   19,971     70,451     (592 )   69,859     2,986     12,015     15,001      
    Income tax expense   –     227     227     –     391     391     (20,442 )   (407 )   (20,849 )   (579 )   (724 )   (1,303 )   All
    Net income   10,810     (5,136 )   5,674     24,515     (4,153 )   20,362     50,009     (999 )   49,010     2,407     11,291     13,698      
    Net income attributable to ordinary shareholders   10,810     (5,136 )   5,674     24,515     (4,153 )   20,362     50,009     (999 )   49,010     2,407     11,291     13,698      
    Total comprehensive (loss)/income   (7,257 )   (5,136 )   (12,393 )   93,004     (4,153 )   88,851     37,677     (999 )   36,678     (16,787 )   11,291     (5,496 )    
    Net income per share attributable to ordinary shareholders                                                    
    – basic and diluted   0.02     (0.01 )   0.01     0.05     (0.01 )   0.04     0.10     (0.01 )   0.09     0.00     0.03     0.03      
    Net income per ADS attributable to ordinary shareholders                                                    
    – basic and diluted   0.04     (0.02 )   0.02     0.10     (0.02 )   0.08     0.20     (0.01 )   0.19     0.00     0.05     0.05      
    Adjusted net income (non-GAAP)   17,095     (5,136 )   11,959     30,055     (4,153 )   25,902     55,214     (999 )   54,215     5,716     11,291     17,007      
      Six months ended June 30, 2023   Nine months ended September 30, 2023   Year ended December 31, 2023    
      As Previously Reported   Corrections   As corrected*   As Previously Reported   Corrections   As corrected*   As Previously Reported   Corrections   As revised   Error #
      (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
     
                                           
    Cost of revenues (795,936 )   (2,993 )   (798,929 )   (1,010,753 )   (3,637 )   (1,014,390 )   (1,209,464 )   3,273     (1,206,191 )   1>
    Sales and marketing expenses (960,424 )   (2,469 )   (962,893 )   (1,258,640 )   (243 )   (1,258,883 )   (1,507,432 )   832     (1,506,600 )   2>, 3>
    General and administrative expenses (57,888 )   (870 )   (58,758 )   (94,982 )   (1,553 )   (96,535 )   (125,528 )   (2,508 )   (128,036 )   3>
    Other operating loss (6,435 )   (3,575 )   (10,010 )   (11,967 )   (5,066 )   (17,033 )   (25,827 )   (81 )   (25,908 )   1>
    (Loss)/income from operations (2,217 )   (9,907 )   (12,124 )   31,791     (10,499 )   21,292     (1,065 )   1,516     451      
    Income before income tax expense 35,325     (9,907 )   25,418     105,776     (10,499 )   95,277     108,762     1,516     110,278      
    Income tax expense –     618     618     (20,442 )   211     (20,231 )   (21,021 )   (513 )   (21,534 )   All
    Net income 35,325     (9,289 )   26,036     85,334     (10,288 )   75,046     87,741     1,003     88,744      
    Net income attributable to ordinary shareholders 35,325     (9,289 )   26,036     85,334     (10,288 )   75,046     87,741     1,003     88,744      
    Total comprehensive income 85,747     (9,289 )   76,458     123,424     (10,288 )   113,136     106,637     1,003     107,640      
    Net income per share attributable to ordinary shareholders                                      
    – basic and diluted 0.07     (0.02 )   0.05     0.16     (0.02 )   0.14     0.17     0.00     0.17      
    Net income per ADS attributable to ordinary shareholders                                      
    – basic and diluted 0.14     (0.04 )   0.10     0.32     (0.03 )   0.29     0.34     0.00     0.34      
    Adjusted net income (non-GAAP) 47,150     (9,289 )   37,861     102,364     (10,288 )   92,076     108,080     1,003     109,083      
                                           
      Three months ended March 31, 2024   Three months ended June 30, 2024   Six months ended June 30, 2024    
      As Previously Reported   Corrections   As corrected*   As Previously Reported   Corrections   As corrected*   As Previously Reported   Corrections   As corrected*   Error #
      (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
     
                                           
    Cost of revenues (167,737 )   –     (167,737 )   (219,600 )   –     (219,600 )   (387,337 )   –     (387,337 )   1>
    Sales and marketing expenses (204,494 )   2,082     (202,412 )   (180,949 )   2,430     (178,519 )   (385,443 )   4,512     (380,931 )   2>, 3>
    General and administrative expenses (26,584 )   (986 )   (27,570 )   (39,450 )   72     (39,378 )   (66,034 )   (914 )   (66,948 )   3>
    Other operating loss (1,474 )   (593 )   (2,067 )   (8,133 )   (593 )   (8,726 )   (9,607 )   (1,186 )   (10,793 )   1>
    Loss from operations (22,757 )   503     (22,254 )   (6,021 )   1,909     (4,112 )   (28,778 )   2,412     (26,366 )    
    Income before income tax expense 7,339     503     7,842     20,191     1,909     22,100     27,530     2,412     29,942      
    Income tax expense (7,688 )   (354 )   (8,042 )   (11,013 )   (825 )   (11,838 )   (18,701 )   (1,179 )   (19,880 )   All
    Net (loss)/income (349 )   149     (200 )   9,178     1,084     10,262     8,829     1,233     10,062      
    Net (loss)/income attributable to ordinary shareholders (349 )   149     (200 )   9,178     1,084     10,262     8,829     1,233     10,062      
    Total comprehensive income 2,013     149     2,162     15,079     1,084     16,163     17,092     1,233     18,325      
    Net (loss)/ income per share attributable to ordinary shareholders                                      
    – basic and diluted (0.00 )   0.00     (0.00 )   0.02     0.00     0.02     0.02     0.00     0.02      
    Net (loss)/ income per ADS attributable to ordinary shareholders                                      
    – basic and diluted (0.00 )   0.00     (0.00 )   0.04     0.00     0.04     0.03     0.01     0.04      
    Adjusted net income (non-GAAP) 3,834     149     3,983     15,212     1,084     16,296     19,046     1,233     20,279      
                                           
      As of March 31, 2022   As of June 30, 2022   As of September 30, 2022    
      As Previously Reported   Corrections   As revised   As Previously Reported   Corrections   As revised   As Previously Reported   Corrections   As revised   Error #
      (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
     
                                           
    Accounts receivable, net 11,616     –     11,616     16,729     –     16,729     13,862     –     13,862     3>
    Prepayments and other current assets 396,431     5,399     401,830     408,906     2,406     411,312     365,891     (51 )   365,840     2>, 3>
    Total current assets 3,158,544     5,399     3,163,943     3,296,072     2,406     3,298,478     3,473,368     (51 )   3,473,317      
    Deferred tax assets –     –     –     –     –     –     –     –     –      
    Other non-current assets 143,384     (317 )   143,067     114,696     (317 )   114,379     75,356     (319 )   75,037     3>
    Total non-current assets 1,085,178     (317 )   1,084,861     1,011,567     (317 )   1,011,250     970,140     (319 )   969,821      
    Total assets 4,243,722     5,082     4,248,804     4,307,639     2,089     4,309,728     4,443,508     (370 )   4,443,138      
    Accounts and notes payable 533,924     11,866     545,790     691,115     11,391     702,506     796,380     9,469     805,849     2>
    Tax payable 8,373     33     8,406     33,048     3,607     36,655     93,077     10,067     103,144     All
    Current Liabilities 992,753     11,899     1,004,652     1,176,270     14,998     1,191,268     1,336,208     19,536     1,355,744      
    Total liabilities 1,120,470     11,899     1,132,369     1,290,251     14,998     1,305,249     1,441,126     19,536     1,460,662      
    Accumulated deficit (8,704,399 )   (6,817 )   (8,711,216 )   (8,888,927 )   (12,909 )   (8,901,836 )   (8,984,680 )   (19,906 )   (9,004,586 )   All
    Total shareholders’ equity 3,123,252     (6,817 )   3,116,435     3,017,388     (12,909 )   3,004,479     3,002,382     (19,906 )   2,982,476      
    Total liabilities and shareholders’ equity 4,243,722     5,082     4,248,804     4,307,639     2,089     4,309,728     4,443,508     (370 )   4,443,138      
                                           
                                           
      As of March 31, 2023   As of June 30, 2023   As of September 30, 2023    
      As Previously Reported   Corrections   As corrected*   As Previously Reported   Corrections   As corrected*   As Previously Reported   Corrections   As corrected*   Error #
      (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
     
                                           
    Accounts receivable, net 17,203     –     17,203     243,068     (29 )   243,039     243,771     (524 )   243,247     3>
    Prepayments and other current assets 302,793     (4,234 )   298,559     401,716     (6,548 )   395,168     349,793     (4,368 )   345,425     2>, 3>
    Total current assets 3,420,919     (4,234 )   3,416,685     3,916,080     (6,577 )   3,909,503     3,991,784     (4,892 )   3,986,892      
    Deferred tax assets 30,986     3,873     34,859     30,986     3,873     34,859     23,070     3,873     26,943     All
    Other non-current assets 28,683     (703 )   27,980     19,402     (1,058 )   18,344     19,630     (1,150 )   18,480     3>
    Total non-current assets 978,630     3,170     981,800     391,352     2,815     394,167     419,466     2,723     422,189      
    Total assets 4,399,549     (1,064 )   4,398,485     4,307,432     (3,762 )   4,303,670     4,411,250     (2,169 )   4,409,081      
    Accounts and notes payable 909,320     6,656     915,976     688,213     5,594     693,807     794,811     5,644     800,455     2>
    Tax payable 169,452     22,649     192,101     262,152     25,166     287,318     215,253     27,708     242,961     All
    Current Liabilities 1,543,809     29,305     1,573,114     1,382,863     30,760     1,413,623     1,444,630     33,352     1,477,982      
    Total liabilities 1,766,006     29,305     1,795,311     1,579,012     30,760     1,609,772     1,642,733     33,352     1,676,085      
    Accumulated deficit (9,309,059 )   (30,369 )   (9,339,428 )   (9,284,544 )   (34,522 )   (9,319,066 )   (9,234,535 )   (35,521 )   (9,270,056 )   All
    Total shareholders’ equity 2,633,543     (30,369 )   2,603,174     2,728,420     (34,522 )   2,693,898     2,768,517     (35,521 )   2,732,996      
    Total liabilities and shareholders’ equity 4,399,549     (1,064 )   4,398,485     4,307,432     (3,762 )   4,303,670     4,411,250     (2,169 )   4,409,081      
                                           
      As of December 31, 2021   As of December 31, 2022   As of December 31, 2023    
      As Previously Reported   Corrections   As revised   As Previously Reported   Corrections   As revised   As Previously Reported   Corrections   As revised   Error #
      (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
     
                                           
    Accounts receivable, net 14,881     –     14,881     16,482     –     16,482     269,736     (993 )   268,743     3>
    Prepayments and other current assets 487,540     11,180     498,720     228,672     (2,209 )   226,463     345,744     (6,493 )   339,251     2>, 3>
    Total current assets 3,247,732     11,180     3,258,912     3,300,784     (2,209 )   3,298,575     4,025,789     (7,486 )   4,018,303      
    Deferred tax assets –     –     –     30,986     3,873     34,859     18,804     3,361     22,165     All
    Other non-current assets 164,986     (317 )   164,669     35,898     (634 )   35,264     21,621     (1,152 )   20,469     3>
    Total non-current assets 1,150,249     (317 )   1,149,932     986,857     3,239     990,096     399,584     2,209     401,793      
    Total assets 4,397,981     10,863     4,408,844     4,287,641     1,030     4,288,671     4,425,373     (5,277 )   4,420,096      
    Accounts and notes payable 551,751     16,583     568,334     810,197     7,048     817,245     764,741     2,928     767,669     2>
    Tax payable 10,195     –     10,195     147,367     19,215     166,582     214,738     16,025     230,763     All
    Current Liabilities 1,028,365     16,583     1,044,948     1,422,878     26,263     1,449,141     1,467,490     18,953     1,486,443      
    Total liabilities 1,165,957     16,583     1,182,540     1,646,336     26,263     1,672,599     1,671,716     18,953     1,690,669      
    Accumulated deficit (8,607,989 )   (5,720 )   (8,613,709 )   (9,319,229 )   (25,233 )   (9,344,462 )   (9,232,128 )   (24,230 )   (9,256,358 )   All
    Total shareholders’ equity 3,232,024     (5,720 )   3,226,304     2,641,305     (25,233 )   2,616,072     2,753,657     (24,230 )   2,729,427      
    Total liabilities and shareholders’ equity 4,397,981     10,863     4,408,844     4,287,641     1,030     4,288,671     4,425,373     (5,277 )   4,420,096      
      As of March 31, 2024   As of June 30, 2024    
      As Previously Reported   Corrections   As corrected*   As Previously Reported   Corrections   As corrected*   Error #
      (Amounts in thousands of RMB)
    (Amounts in thousands of RMB)
     
                               
    Accounts receivable, net 278,690     (1,626 )   277,064     300,853     (1,292 )   299,561     3>
    Prepayments and other current assets 380,314     (8,120 )   372,194     327,539     (10,115 )   317,424     2>, 3>
    Total current assets 4,047,143     (9,746 )   4,037,397     3,968,175     (11,407 )   3,956,768      
    Deferred tax assets 18,804     3,360     22,164     18,804     3,360     22,164     All
    Other non-current assets 20,081     (1,368 )   18,713     16,592     (1,391 )   15,201     3>
    Total non-current assets 354,770     1,992     356,762     304,324     1,969     306,293      
    Total assets 4,401,913     (7,754 )   4,394,159     4,272,499     (9,438 )   4,263,061      
    Accounts and notes payable 726,011     (644 )   725,367     699,504     (4,830 )   694,674     2>
    Tax payable 213,999     16,971     230,970     213,000     18,389     231,389     All
    Current Liabilities 1,494,455     16,327     1,510,782     1,374,535     13,559     1,388,094      
    Total liabilities 1,702,971     16,327     1,719,298     1,588,426     13,559     1,601,985      
    Accumulated deficit (9,232,477 )   (24,081 )   (9,256,558 )   (9,223,299 )   (22,997 )   (9,246,296 )   All
    Total shareholders’ equity 2,698,942     (24,081 )   2,674,861     2,684,073     (22,997 )   2,661,076      
    Total liabilities and shareholders’ equity 4,401,913     (7,754 )   4,394,159     4,272,499     (9,438 )   4,263,061      
                               
    * The corrections were material to the unaudited consolidated balance sheets as of March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024 and June 30, 2024 and the unaudited consolidated statements of comprehensive income/(loss) for the three months ended March 31, 2023, June 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024, for the six months ended June 30, 2023 and June 30, 2024 and for the nine months ended September 30, 2023.
                               

    Note:

    1> Understatements of accrual for tax surcharges and related interest expenses

    Upon the final settlement of the Company’s underpaid VAT, which was recorded in prior periods, and surcharges, which was not recorded in prior periods, with the relevant tax authorities for its mobile device charging revenue in 2024, the Company determined that the unrecorded surcharges and interest expenses related to the surcharges should have been recorded in the same prior periods that the provision for underpaid VAT was recorded. As a result, the Company has determined to correct the accrual for tax surcharges and related interest expenses in prior periods such that cost of revenues, other operating loss, tax payable and accumulated deficit are corrected.

    2> Misstatements of accruals for commissions to location partners and related balances

    The accounts payable balances due to location partners under the direct model contained certain entries in relation to the commissions to location partners that were duplicative or incomplete in prior periods. Certain debit balances in accounts payable should have been reclassified to prepayments and subjected to impairment as of prior period ends. In connection therewith, the Company has determined to correct the commissions paid to locations partners and related balances for certain prior periods such that sales and marketing expenses, accounts and notes payable, prepayments and other current assets and accumulated deficit are corrected.

    3> Understatements of impairment of prepayments to location partners and expected credit losses of deposits to location partners and accounts receivable due from network partners

    The different risk characteristics of the prepayments to location partners with invalid or expired contracts, the deposits to location partners under the direct model with expired or invalid contracts and the accounts receivable due from network partners that were deregistered or dissolved were inadequately considered in the impairment assessments of such assets as of prior period ends. In connection therewith, the Company has determined to correct the impairment of prepayments to locations partners and the provision for the expected credit losses of deposits to location partners and accounts receivable due from network partners in prior periods such that sales and marketing expenses, general and administrative expenses, accounts receivable, net, prepayments and other current assets, other non-current assets and accumulated deficit are corrected.

    Smart Share Global Limited
    Unaudited Reconciliation of GAAP and Non-GAAP Results
    (In thousands, except for share and per share data, unless otherwise noted)
                           
      Three months ended September 30,   Nine months ended September 30,
      2023   2024   2023   2024
      RMB   RMB   US$   RMB   RMB   US$
                  As corrected*        
    Net income 49,010   4,246   605   75,046   14,308   2,038
    Add:                      
    Share-based compensation 5,205   4,979   710   17,030   15,196   2,165
    Less:                      
    Adjusted for tax effects –   –   –   –   –   –
                           
    Adjusted net income (non-GAAP) 54,215   9,225   1,315   92,076   29,504   4,203
                           

    _____________________________

    1 The Company defines number of points of interests, or POIs, as of a certain date as the total number of unique locations whose proprietors (location partners) have entered into contracts with the Company or its network partners on that date and have at least one cabinet assigned to the location.

    2 The Company defines cumulative registered users as the total number of users who have agreed to register their mobile phone numbers with the Company via its mini programs since inception, and the number of cumulative registered users of the Company on a certain date is the number of unique mobile phone numbers that have been registered with the Company since inception on that date.

    3 The Company defines available-for-use power banks as of a certain date as the number of power banks in circulation on that day.

    4 The Company defines mobile device charging orders for a given period as the total number of completed orders placed by registered users of the mobile device charging business under both the direct and network partner models in that given period, without any adjustment for orders that may qualify for discounts or incentives.

    5 The U.S. dollar (US$) amounts disclosed in this press release, except for those transaction amounts that were actually settled in U.S. dollars, are presented solely for the convenience of the readers. The conversion of Renminbi (RMB) into US$ in this press release is based on the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System as of September 30, 2024, which was RMB7.0176 to US$1.0000. The percentages stated in this press release are calculated based on the RMB amounts.

    The MIL Network –

    March 7, 2025
  • MIL-OSI United Kingdom: The online accounts and company tax return service is closing

    Source: United Kingdom – Executive Government & Departments

    News story

    The online accounts and company tax return service is closing

    The joint online filing service will close on 31 March 2026.

    Companies House and HMRC are closing the joint online filing service on 31 March 2026.

    Companies have used this service to file their accounts and Company Tax Returns at the same time with Companies House and HMRC, but it will close in 12 months’ time.

    From 1 April 2026, companies can file their annual accounts with Companies House using third party software, our web services or paper filing. However, you will need to use software to file your Company Tax Return with HMRC.

    Why the service is closing

    The service is closing because it’s now outdated. It no longer aligns to modern digital standards, enhanced corporation tax requirements or changes to UK company law under the Economic Crime and Corporate Transparency Act (ECCTA).

    Closing the service also reinforces the big changes taking place at Companies House, as we implement further measures set out in the ECCTA and introduce new processes such as Identity Verification (IDV).

    What you need to do

    We recommend downloading and saving at least 3 years of accounts filings for your company. You will not be able to access any previous filings on this service after 1 April 2026.

    Start considering your software filing options. You’ll need to find a suitable software provider that can meet your filing needs for both Companies House and HMRC.

    Find out more about what you need to do to prepare for the closure of the online service to file your accounts and Company Tax Return.

    Moving to filing accounts by software only

    In the future, you’ll only be able to file accounts with Companies House using third party software.

    Although there are currently other ways to file accounts with us, most companies can make the change to using software now.

    Filing accounts through software gives you the greatest flexibility to showcase the financial data of your company. It can also give you a variety of functionality to support the running of your business. Many software providers offer a range of accounting packages to help you prepare and file accounts – you can find software for filing company documents.

    This future change supports our goal of enabling a fully digital filing service. It will also help us to meet our organisational priority to prevent economic crime and bring the UK in line with international best practice.  

    We’ll aim to give companies at least 21 months’ notice before this change comes into effect.

    Sign up for our newsletters to stay up to date with our services.

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    Updates to this page

    Published 6 March 2025

    MIL OSI United Kingdom –

    March 7, 2025
  • MIL-OSI: KVH Industries Reports Fourth Quarter and Full Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    MIDDLETOWN, R.I., March 06, 2025 (GLOBE NEWSWIRE) — KVH Industries, Inc., (Nasdaq: KVHI), reported financial results for the quarter and full year ended December 31, 2024 today. The company will hold a conference call to discuss these results at 9:00 a.m. ET today, which can be accessed at investors.kvh.com. Following the call, a replay of the webcast will be available through the company’s website.

    Fourth Quarter 2024 Highlights

    • Total revenues decreased by 14% in the fourth quarter of 2024 to $26.9 million from $31.5 million in the fourth quarter of 2023.
       
    • Airtime revenue decreased by $5.1 million to $20.8 million, or 20% in the fourth quarter of 2024 compared to the fourth quarter of 2023.
       
    • Net loss in the fourth quarter of 2024 was $4.3 million, or $0.22 per share, compared to a net loss of $12.2 million, or $0.63 per share, in the fourth quarter of 2023.
       
    • Non-GAAP adjusted EBITDA was $0.5 million in the fourth quarter of 2024, compared to $2.3 million in the fourth quarter of 2023. The U.S. Coast Guard contract downgrade reduced non-GAAP adjusted EBITDA by $2.2 million year over year.

    Commenting on the company’s fourth quarter and full year results, Brent C. Bruun, KVH’s Chief Executive Officer, said, “Our recent results validate our strategic decision to integrate Starlink fully into our product and service portfolio. We shipped more than 1,000 Starlink terminals in the fourth quarter and, with more than 2,300 activations in 2024, Starlink is now the fastest growing product line in our history. At the same time, we have strengthened our multi-orbit, multi-channel portfolio with the addition of OneWeb, CommBox Edge, and the TracNet Coastal global 5G and Wi-Fi communication system.

    “Fourth quarter airtime and service revenue was $22.3 million, a $5.4 million reduction from the fourth quarter of 2023. Of this reduction, $2.2 million was related to the U.S. Coast Guard contract downgrade, while the remaining decline was driven by overall softness in the VSAT airtime market primarily due to the impact of customer demand for Starlink services. Our Starlink airtime margins continue to be strong, though overall airtime gross margins declined due in part to fixed costs for VSAT services. Our subscriber base increased by 4% in the fourth quarter, CommBox Edge activations doubled, and we achieved a fourth consecutive quarter of record terminal shipments. We are in a stronger position now than a year ago, and I believe we are on the path toward renewed growth and profitability. With this in mind, for full year 2025 we anticipate that revenue will be in the range of $115 million to $125 million, and adjusted EBITDA in the range of $9 million to $15 million.”

    Financial Highlights (in millions, except per share data)
             
        Three Months Ended   Year Ended
        December 31,   December 31,
          2024       2023       2024       2023  
    GAAP Results                
    Revenue   $                        26.9     $                        31.5     $                     113.8     $                     132.4  
    Loss from operations   $                        (3.2 )   $                      (12.2 )   $                      (11.9 )   $                      (17.3 )
    Net loss   $                        (4.3 )   $                      (12.2 )   $                      (11.0 )   $                      (15.4 )
    Net loss per share   $                      (0.22 )   $                      (0.63 )   $                      (0.57 )   $                      (0.81 )
                     
    Non-GAAP Adjusted EBITDA   $                          0.5     $                          2.3     $                          8.1     $                        14.3  


    Fourth
    Quarter Financial Summary

    Revenue was $26.9 million for the fourth quarter of 2024, a decrease of 14% compared to $31.5 million in the fourth quarter of 2023.

    Service revenues for the fourth quarter of 2024 were $22.3 million, a decrease of 20%. The decrease in service sales was primarily due to a $5.1 million decrease in our airtime service sales, of which $2.2 million was related to the U.S. Coast Guard contract downgrade.

    Product revenues for the fourth quarter of 2024 were $4.6 million, an increase of 24% from the fourth quarter of 2023. The increase in product sales was primarily due to a $1.2 million increase in Starlink product sales, partially offset by a $0.3 million decrease in TracVision product sales.

    Our operating expenses decreased $2.7 million to $10.3 million for the fourth quarter of 2024 compared to $13.0 million for the fourth quarter of 2023. This decrease was primarily due to the $2.1 million charge incurred in 2023 for the discontinuation of a project for implementing a manufacturing-centric accounting system and a $0.8 million decrease in recurring salaries, benefits and taxes, partially offset by $0.9 million of restructuring severance charges.

    Full Year Financial Summary

    Revenue was $113.8 million for the year ended December 31, 2024, a decrease of 14% compared to $132.4 million for the year ended December 31, 2023.

    Service revenues for the year ended December 31, 2024, were $96.4 million, a decrease of 16% compared to the year ended December 31, 2023. The decrease in service sales was primarily due to a $17.1 million decrease in our airtime service sales, driven primarily by a decrease in VSAT-only subscribers, partially offset by an increase in Starlink service sales. $2.7 million of this decrease was related to the U.S. Coast Guard contract downgrade.

    Product revenues for the year ended December 31, 2024, were $17.4 million, a decrease of 2% compared to the year ended December 31, 2023. The decrease in product sales was primarily the result of a $2.2 million decrease in VSAT Broadband product sales, a $2.0 million decrease in TracVision product sales and a $1.3 million decrease in accessory and service product sales, partially offset by a $5.0 million increase in Starlink product sales and a $0.5 million increase in CommBox Edge product sales.

    Our operating expenses decreased $8.1 million to $47.1 million in the year ended December 31, 2024, compared to $55.2 million in the year ended December 31, 2023. This decrease in operating expenses was primarily due to a $4.9 million decrease in aggregate non-cash impairment charges against goodwill and long-lived assets, a $2.1 million charge incurred in 2023 for the discontinuation of a project for implementing a manufacturing-centric accounting system, a $2.0 million decrease in salaries, benefits and taxes, excluding costs related to the reduction in workforce, a $1.0 million decrease in professional fees, a $0.4 million decrease in external commissions, a $0.4 million decrease in computer expenses, a $0.4 million decrease in depreciation and amortization, and a $0.3 million decrease in expensed materials. These decreases in expenses were partially offset by $2.9 million of costs related to the reductions in our workforce and a $0.7 million reduction in reimbursements made by EMCORE for expenses incurred under the transition services agreement relating to the sale of the inertial navigation business in August 2022. The $8.1 million improvement in operating expenses reflects a reduction in non-cash impairment charges of $4.9 million from 2023 to 2024.

    Other Recent Announcements

    • December 10, 2024 – Seaspan Selects KVH to Equip Fleet with OneWeb Low Earth Orbit Solution
    • December 5, 2024 – Vroon and KVH Complete Deployment of Starlink/VSAT Hybrid Connectivity on 58 Vessels
    • December 3, 2024 – KVH Introduces TracNet™ Coastal and TracNet Coastal Pro 5G/Wi-Fi Terminals and Cellular Data Plans

    Conference Call Details

    KVH Industries will host a conference call today at 9:00 a.m. ET through the company’s website. The conference call can be accessed at investors.kvh.com and listeners are welcome to submit questions pertaining to the earnings release and conference call to ir@kvh.com. The audio archive will be available on the company website within three hours of the completion of the call.

    Non-GAAP Financial Measures

    This release provides non-GAAP financial information as a supplement to our condensed consolidated financial statements, which are prepared in accordance with generally accepted accounting principles (“GAAP”). Management uses these non-GAAP financial measures internally in analyzing financial results to assess operational performance. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP. The non-GAAP financial measures used in this press release adjust for specified items that can be highly variable or difficult to predict. Management generally uses these non-GAAP financial measures to facilitate financial and operational decision-making, including evaluation of our historical operating results and comparison to competitors’ operating results. These non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures, may provide a more complete understanding of factors and trends affecting our business.

    Some limitations of non-GAAP adjusted EBITDA include the following: non-GAAP adjusted EBITDA represents net income (loss) before, as applicable, interest income, net, income tax expense (benefit), depreciation, amortization, stock-based compensation expense, goodwill impairment charges, long-lived assets impairment charges, charges for disposal of discontinued projects, loss on unfavorable future contracts, employee termination and other variable costs, executive separation costs, transaction-related and other variable legal and advisory fees, irregular inventory write-downs, excess purchase order obligations, gains and losses on sale of subsidiaries, and foreign exchange transaction gains and losses.

    Other companies, including companies in KVH’s industry, may calculate these non-GAAP financial measures differently or not at all, which will reduce their usefulness as a comparative measure.

    Because non-GAAP financial measures exclude the effect of items that increase or decrease our reported results of operations, management strongly encourages investors to review our consolidated financial statements and publicly filed reports in their entirety. Reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the tables accompanying this release.

    About KVH Industries, Inc.

    KVH Industries, Inc. is a global leader in maritime and mobile connectivity delivered via the KVH ONE network. The company, founded in 1982, is based in Middletown, RI, with research, development, and manufacturing operations in Middletown, RI, and more than a dozen offices around the globe. KVH provides connectivity solutions for commercial maritime, leisure marine, military/government, and land mobile applications on vessels and vehicles, including the TracNet, TracPhone, and TracVision product lines, the KVH ONE OpenNet Program for non-KVH antennas, AgilePlans Connectivity as a Service (CaaS), and the KVH Link crew wellbeing content service.

    This press release contains forward-looking statements that involve risks and uncertainties. For example, forward-looking statements include statements regarding projected financial results, the anticipated benefits of our restructuring and other initiatives, anticipated cost savings, our investment plans, our development goals, and the potential impact of our future initiatives on revenue, competitive positioning, profitability, and orders. Actual results could differ materially from the results projected in or implied by the forward-looking statements made in this press release. Factors that might cause these differences include, but are not limited to: continued increasing competition, particularly from lower-cost providers, low earth orbit satellite systems and other telecommunications systems, especially in the global leisure market, which is reducing demand for geosynchronous satellite services, including ours; the impact of lower revenue from the U.S. Coast Guard; potentially lower product and service margins from reseller arrangements; the risk that sales of Starlink terminals will slow down or decrease; potential hardware and software competition for our new CommBox product offerings; unanticipated obstacles to implementation of our manufacturing wind-down; unanticipated costs and expenses arising from the wind-down; unanticipated effects of the wind-down on our ongoing business; the risks associated with increased customer reliance on third-party hardware; the lack of future product differentiation; new service offerings from hardware providers; potential customer delays in selecting our services; the uncertain impact of continuing industry consolidation; the risk that our OpenNet program will lead to further reductions in sales of our satellite products; the risk that our current and future non-exclusive arrangements with Starlink and OneWeb will not provide material benefits; contingencies and termination rights applicable to pending and future property and asset sales; uncertainty regarding customer responses to new product and service introductions; challenges and potential additional expenses in retaining our employees, particularly in the current competitive labor market characterized by rising wages; the challenges of meeting customer expectations with a smaller employee base; uncertainties created by our new business strategy, which may impact customer recruitment and retention; the uncertain impact of ongoing disruptions in our supply chain and associated increases in our costs; the uncertain impact of inflation, particularly with respect to fuel costs, and fears of recession; the uncertain impact of the wars in Ukraine and the Middle East and international tensions in Asia, including the impact of dramatic shifts in U.S. geopolitical priorities; unanticipated changes or disruptions in our markets; technological breakthroughs by competitors; changes in customer priorities or preferences; increasing customer terminations; unanticipated liabilities, charges and write-offs; the potential that competitors will design around or invalidate our intellectual property rights; a history of losses; continued fluctuations in quarterly results; the uncertain impact of recent dramatic changes in both U.S. and foreign trade policy, including actual and potential new or higher tariffs and trade barriers, as well as trade wars with other countries; potentially inflationary impacts of tariffs and budget deficits; unanticipated obstacles in our product and service development, cost engineering and manufacturing efforts; adverse impacts of currency fluctuations; our ability to successfully commercialize our new initiatives without unanticipated additional expenses or delays; reduced sales to companies in or dependent upon the turbulent oil and gas industry; the impact of extended economic weakness on the sale and use of marine vessels and recreational vehicles; continued challenges of maintaining our market share in the market for airtime services; the risk that declining sales of the TracNet H-series and TracPhone V-HTS series products and related services will continue to reduce airtime gross margins; the risk that reduced product sales will continue to erode product gross margins and lead to increased losses; potential continuing declines or changes in customer demand, due to economic, weather-related, seasonal, and other factors, particularly with respect to the TracNet H-series and TracPhone V-HTS series; exposure for potential intellectual property infringement; changes in tax and accounting requirements or assessments; and export restrictions, delays in procuring export licenses, and other international risks. These and other factors are discussed in more detail in our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024. Copies are available through our Investor Relations department and website, investors.kvh.com. We do not assume any obligation to update our forward-looking statements to reflect new information and developments.

    KVH Industries, Inc., has used, registered, or applied to register its trademarks in the USA and other countries around the world, including but not limited to the following marks: KVH, KVH ONE, TracPhone, TracVision, AgilePlans, CommBox, and TracNet. Other trademarks are the property of their respective companies.

    KVH INDUSTRIES, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (in thousands, except per share amounts, unaudited)
     
        Three months ended
    December 31,
      Year ended
    December 31,
          2024       2023       2024       2023  
    Sales:                
    Service   $      22,324     $      27,739     $      96,446     $    114,622  
    Product              4,593                3,716              17,382              17,757  
    Net sales            26,917              31,455            113,828            132,379  
    Costs and expenses:                
    Costs of service sales            15,506              17,514              60,002              65,362  
    Costs of product sales              4,286              13,107              18,607              29,149  
    Research and development              1,668                2,020                8,439                9,399  
    Sales, marketing and support              5,363                5,252              21,013              20,925  
    General and administrative              3,299                5,760              16,513              18,899  
    Goodwill impairment charge                    —                      —                      —                5,333  
    Intangible asset impairment charge                    —                      —                1,137                    657  
    Total costs and expenses            30,122              43,653            125,711            149,724  
    Loss from operations            (3,205 )          (12,198 )          (11,883 )          (17,345 )
    Interest income                  623                    986                3,039                3,646  
    Interest expense                    —                        1                        2                        1  
    Other expense, net            (1,433 )                (821 )            (1,781 )            (1,404 )
    Loss before income tax expense            (4,015 )          (12,034 )          (10,627 )          (15,104 )
    Income tax expense                  295                    159                    421                    318  
    Net loss   $      (4,310 )   $    (12,193 )   $    (11,048 )   $    (15,422 )
                     
    Net loss per common share                
    Basic   $        (0.22 )   $        (0.63 )   $        (0.57 )   $        (0.81 )
    Diluted   $        (0.22 )   $        (0.63 )   $        (0.57 )   $        (0.81 )
                     
    Weighted average number of common shares outstanding:                
    Basic            19,453              19,250              19,389              19,130  
    Diluted            19,453              19,250              19,389              19,130  
    KVH INDUSTRIES, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (in thousands, unaudited)
     
        December 31,
    2024
      December 31,
    2023
    ASSETS        
    Cash, cash equivalents and marketable securities   $                   50,572                         69,771
    Accounts receivable, net                         21,624                         25,670
    Inventories, net                         22,953                         19,046
    Other current assets and contract assets                         16,016                            4,331
    Current assets held for sale                         11,410                                 —
    Total current assets                       122,575                       118,818
    Property and equipment, net                         27,014                         47,680
    Intangible assets, net                               828                            1,194
    Right of use assets                            1,361                            1,068
    Other non-current assets and contract assets                            3,146                            3,618
    Non-current deferred income tax asset                               157                               256
    Total assets   $                 155,081   $                 172,634
    LIABILITIES AND STOCKHOLDERS’ EQUITY        
    Accounts payable and accrued expenses   $                   14,173                         22,412
    Deferred revenue                            1,039                            1,774
    Current operating lease liability                               660                               786
    Total current liabilities                         15,872                         24,972
    Long-term operating lease liability                               569                               289
    Non-current deferred income tax liability                                 15                                   1
    Stockholders’ equity                       138,625                       147,372
    Total liabilities and stockholders’ equity   $                 155,081   $                 172,634
    KVH INDUSTRIES, INC. AND SUBSIDIARIES
    RECONCILIATION OF GAAP NET LOSS TO NON-GAAP
    EBITDA AND NON-GAAP ADJUSTED EBITDA
    (in thousands, unaudited)
     
        Three months ended
    December 31,
      Year ended
    December 31,
          2024       2023       2024       2023  
    Net loss – GAAP (1)   $      (4,310 )   $    (12,193 )   $    (11,048 )   $    (15,422 )
    Income tax expense                  295                    159                    421                    318  
    Interest income, net                (623 )                (985 )            (3,037 )            (3,645 )
    Depreciation and amortization              3,048                3,319              13,298              13,438  
    Non-GAAP EBITDA            (1,590 )            (9,700 )                (366 )            (5,311 )
    Stock-based compensation expense                  398                    645                2,027                2,078  
    Goodwill impairment charge                    —                      —                      —                5,333  
    Long-lived assets impairment charge                    —                      —                1,137                    657  
    Disposal of a discontinued project                    —                2,099                      —                2,099  
    Loss on an unfavorable future contract                    —                    337                      —                    337  
    Employee termination and other variable costs                  926                      —                3,863                      —  
    Prior period Brazil tax settlement                  446                      —                    446                      —  
    Transaction-related and other variable legal and advisory fees                  156                      41                    451                    275  
    Irregular inventory write-down                    —                5,225                      —                5,225  
    Excess purchase order obligations                    —                3,569                      —                3,569  
    Loss on sale of a subsidiary                    —                      53                      —                      53  
    Foreign exchange transaction loss                  176                      15                    493                      33  
    Non-GAAP adjusted EBITDA   $           512     $        2,284     $        8,051     $      14,348  

    (1) Net loss – GAAP includes a non-cash loss related to the disposal of AgilePlans revenue-generating fixed assets, in which no proceeds were received, of $819 and $333 for the three months ended December 31, 2024 and 2023, respectively, and $900 and $667 for the years ended December 31, 2024 and 2023, respectively. 

         
    Contact:   KVH Industries, Inc.
    Chris Watson
    401-845-2441
    IR@kvh.com

    The MIL Network –

    March 7, 2025
  • MIL-OSI: Marex Group plc announces record fourth quarter and full year 2024 results

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, March 06, 2025 (GLOBE NEWSWIRE) — Marex Group plc (‘Marex’ or the ‘Group’; Nasdaq: MRX) a diversified global financial services platform, providing essential liquidity, market access and infrastructure services to clients in the energy, commodities and financial markets, today reported financial results for the fourth quarter (‘Q4 2024’) and year ended 31 December 2024 (‘2024’).

    Ian Lowitt, Group Chief Executive Officer, stated, “I’m pleased to confirm that robust levels of client activity and positive market conditions led to another strong performance in the fourth quarter, typically a slower quarter seasonally. This delivered a full year Adjusted Profit Before Tax1 of $321.1 million, up 40% year-over-year. Our performance in 2024 demonstrates the strength and scalability of our diversified global platform, as we delivered strong organic growth, gained market share and continued our track record of sequential profit growth. We have continued to execute our strategy of expanding our geographic footprint and product capabilities through both organic growth initiatives and strategic acquisitions, increasing our relevance to a growing client base, and are confident of achieving sustainable growth through a variety of market conditions. We have had a strong start to 2025 with positive momentum continuing into the first two months of the year, reflecting strong levels of client activity on our platform consistent with higher exchange volumes.”

    Financial and Operational Highlights:

    • Strong Q4 performance: robust client activity and supportive market conditions drove positive momentum and strong organic growth across the business. Average invested assets grew 12% over the quarter to $15.5bn delivering net interest income of $62.6m, broadly in line with the third quarter
    • Record full year 2024 profit: Adjusted Profit Before Tax1 increased 40% to $321.1m on a 28% increase in revenue, extending our track record of sequential profit growth to 10 years, as we continued to scale our platform
    • Executed growth strategy: expanded our geographic footprint and product capabilities through both organic growth and strategic acquisitions, increasing our market share and relevance to a broader client base
    • Successful IPO and secondary placing, supported by strong investor demand: publicly listed on Nasdaq in April, with successful first follow-on transaction in October increasing public float to 52%
    • Prudent approach to capital and funding: maintained a strong capital and liquidity position and further diversified funding sources with a $600m senior unsecured issuance
    • Dividend: $0.14 per share to be paid in the first quarter of 2025
    Financial Highlights: ($m) 3 months ended 31 December 2024   3 months ended 31 December 2023   Change   Year ended 31 December 2024   Year ended 31 December 2023   Change
          Restated2                
    Revenue 415.6   325.6   28%   1,594.7   1,244.6   28%
    Profit Before Tax 77.8   39.4   97%   295.8   196.5   51%
    Profit Before Tax Margin (%) 19%   12%   700 bps   19%   16%   300 bps
    Profit After Tax 56.7   28.1   102%   218.0   141.3   54%
    Profit After Tax Margin (%) 14%   9%   500 bps   14%   11%   300 bps
    Return on Equity (%) 23%   15%   800 bps   25%   19%   600 bps
    Basic Earnings per Share ($)3 0.76   0.37   105%   2.96   1.94   53%
    Diluted Earnings per Share ($)3 0.70   0.35   100%   2.72   1.82   49%
                           
    Adjusted Profit Before Tax1 81.4   52.6   55%   321.1   230.0   40%
    Adjusted Profit Before Tax Margin (%)1 20%   16%   400 bps   20%   18%   200 bps
    Adjusted Profit after Tax
       Attributable to Common Equity1
    57.8   38.2   51%   231.0   162.6   42%
    Adjusted Return on Equity (%)1 27%   23%   400 bps   30%   26%   400 bps
    Adjusted Basic Earnings per Share ($)1,3 0.82   0.58   41%   3.34   2.46   36%
    Adjusted Diluted Earnings per Share ($)1,3 0.76   0.54   41%   3.07   2.31   33%
    1. These are non-IFRS financial measures. See Appendix 1 “Non-IFRS Financial Measures and Key Performance Indicators” for additional information and for a reconciliation of each such IFRS measure to its most directly comparable non-IFRS measure. The Group changed the labelling of its non-IFRS measures during 2024 to better align to the equivalent IFRS reported metric and enhance transparency and comparability.
    2. During 2023 an impairment of goodwill was recorded against the Volatility Performance Fund S.A. CGU (‘VPF’) . This impairment was previously disclosed in the Group’s discrete Q4 2023 numbers as part of the Group’s Q1 2024 earnings release update. Subsequent to this, management reassessed the impairment triggers as part of the Group’s interim results and concluded that the impairment triggers existed also as at 30 June 2023 and restated accordingly.  There has been no impact to the Group’s year to date 31 December 2023 impairment, only that the VPF impairment was restated to be reflected in three months ended Q2 2023 rather than the three months ended Q4 2023.
    3. Weighted average number of shares have been restated as applicable for the Group’s reverse share split (refer to Appendix 1 for further detail).
      Conference Call Information:
    Marex’s management will host a conference call to discuss the Group’s financial results today, 6 March 2025, at 9am Eastern Time. A live webcast of the call can be accessed from Marex’s Investor Relations website. An archived version will be available on the website after the call. To participate in the Conference Call, please register at the link here https://edge.media-server.com/mmc/p/59s7enfq.

    Investor Day:
    Marex plans to host an investor day 2 April 2025 in New York City to provide investors with a further understanding of its four businesses.

    Enquiries please contact:
    Marex
    Investors – Robert Coates
    +44 7880 486 329  / rcoates@marex.com

     

    Financial Review

    The following table presents summary financial results and other data as of the dates and for the periods indicated:

    Summary Financial Results

      3 months ended 31 December 2024   3 months ended 31 December 2023       Year ended 31 December 2024   Year ended 31 December 2023    
          Restated2                
      $m   $m   Change   $m   $m   Change
    – Net commission income 226.0   181.4   25%   856.1   704.9   21%
    – Net trading Income 128.1   111.5   15%   492.4   411.4   20%
    – Net interest income 62.6   30.2   107%   227.1   121.6   87%
    – Net physical commodities income (1.1)   2.5   (144)%   19.1   6.7   185%
    Revenue 415.6   325.6   28%   1,594.7   1,244.6   28%
                           
    Compensation and benefits (243.5)   (206.9)   18%   (971.1)   (770.3)   26%
    Depreciation and amortisation (7.1)   (6.1)   16%   (29.5)   (27.1)   9%
    Other expenses (90.3)   (71.7)   26%   (306.3)   (237.4)   29%
    Impairment of goodwill —   —   n.m.3   —   (10.7)   n.m.3
    Provision for credit losses (1.1)   (2.4)   (54)%   1.7   (7.1)   (124)%
    Bargain purchase gain on acquisitions —   —   n.m.3   —   0.3   n.m.3
    Other income 4.2   0.9   367%   6.3   3.4   85%
    Share of results in associates and joint ventures —   —   n.m.3   —   0.8   n.m.3
    Profit Before Tax 77.8   39.4   97%   295.8   196.5   51%
    Tax (21.1)   (11.3)   87%   (77.8)   (55.2)   41%
    Profit After Tax 56.7   28.1   102%   218.0   141.3   54%
                           
    Profit Before Tax 77.8   39.4   97%   295.8   196.5   51%
    Goodwill impairment charge2 —   —   n.m.3   —   10.7   n.m.3
    Acquisition related costs —   1.2   n.m.3   —   1.5   n.m.3
    Amortisation of acquired brands and customer lists 1.7   0.7   143%   5.5   2.1   162%
    Shareholder related activities —   3.4   n.m.3   9.3   9.1   2%
    IPO preparation and public offering of ordinary shares 1.9   7.9   (76)%   10.5   10.1   4%
    Adjusting items 3.6   13.2   (73)%   25.3   33.5   (24)%
    Adjusted Profit Before Tax1 81.4   52.6   55%   321.1   230.0   40%
                
    1. These are non-IFRS financial measures. See Appendix 1 “Non-IFRS Financial Measures and Key Performance Indicators” for additional information and for a reconciliation of each such IFRS measure to its most directly comparable IFRS measure.
    2. During 2023 an impairment of goodwill was recorded against the Volatility Performance Fund S.A. CGU (‘VPF’). This impairment was previously disclosed in the Group’s discrete Q4 2023 numbers as part of the Group’s Q1 2024 earnings release update. Subsequent to this, management reassessed the impairment triggers as part of the Group’s interim results and concluded that the impairment triggers existed also as at 30 June 2023 and restated accordingly.  There has been no impact to the Group’s year to date 31 December 2023 impairment, only that the VPF impairment was restated to be reflected in three months ended Q2 2023 rather than the three months ended Q4 2023.
    3. n.m. = not meaningful to present as a percentage.

    Costs and Group Headcount

    The Board and Senior Management also monitor costs split between Front Office Costs and Control and Support Costs to better understand the Group’s performance. The table below provides the Group’s management view of costs:

      3 months ended 31 December 2024   3 months ended 31 December 2023       Year ended 31 December 2024   Year ended 31 December 2023    
      $m   $m   Change   $m   $m   Change
    Front office costs1 (231.8)   (188.0)   23%   (881.5)   (690.4)   28%
    Control and support costs1 (100.1)   (76.0)   32%   (376.1)   (294.2)   28%
    Total (331.9)   (264.0)   26%   (1,257.6)   (984.6)   28%

    1) Management review Front Office Costs and Control and Support Costs when assessing Adjusted Profit Before Tax performance. These costs are included within compensation and benefits, other expenses and depreciation and amortisation in the Statutory Income Statement provided above.

    The following table provides a breakdown of Front Office and Control and Support Headcount

    Full Time Equivalent (‘FTE’) headcount1 2024   2023       2024   2023    
      Average   Average   Change   End of Year   End of Year   Change
    Front Office 1,250   1,028   22%   1,265   1,195   6%
    Control and Support 1,084   886   22%   1,160   972   19%
    Total 2,334   1,914   22%   2,425   2,167   12%

    1) For analysis purposes, average headcount is used in the performance commentary outlined below. 

    Performance for the three months ended 31 December 2024

    Revenue grew by 28% to $415.6m (Q4 2023: $325.6m) with strong organic growth across all businesses driven by robust client activity, market share gains and supportive market conditions. We continued to strengthen our position in the market outpacing growth in overall volumes in almost all markets in which we operate, particularly in Securities.

    Net commission income increased by 25% to $226.0m (Q4 2023: $181.4m). The growth was driven mainly in Agency and Execution, which grew 22% to $160.7m (Q4 2023: $131.3m), reflecting higher client activity in Energy, as well as in Securities, driven primarily by our acquisition of TD Cowen’s prime services business in December 2023.

    Net trading income rose by 15% to $128.1m (Q4 2023: $111.5m). The growth was driven mainly by Hedging and Investment Solutions which grew 24% to $52.6m (Q4 2023: $42.3m) as client demand grew for financial products.

    Net interest income increased by 107% to $62.6m (Q4 2023: $30.2m). This growth was primarily driven by higher average balances.

    Front office costs increased by 23% to $231.8m (Q4 2023: $188.0m), largely reflecting a 14% increase in average front office headcount and increased compensation on higher revenues.

    Control and Support costs increased 32% to $100.1m (Q4 2023: $76.0m), primarily reflecting investment in our Finance, Risk, Technology and Compliance functions, as we continue to invest in our systems and processes to support future sustainable growth.

    Reported Profit Before Tax increased by 97% to $77.8m (Q4 2023: $39.4m), driven by strong revenue growth and improved operating margins.

    Adjusting items reduced by $9.6m to $3.6m (Q3 2023: $13.2m). These costs are primarily related to corporate activities and are recognised within our Corporate segment. Adjusting items reduced mainly due to the non-recurrence of costs incurred in preparation for and associated with our successful IPO and owner fees in the prior period.

    As a result of the revenue and cost trends noted above, Adjusted Profit Before Tax1 increased 55% to $81.4m (Q4 2023: $52.6m) and Adjusted Profit Before Tax Margin1 improved to 20% (Q4 2023: 16%). In addition, as a result of the revenue, cost trends and adjusting items noted above, Profit After Tax Margin increased to 14% (Q4 2023: 9%). 

    Performance for the year ended 31 December 2024

    Revenue grew by 28% to $1,594.7m (2023: $1,244.6m) driven by momentum across all our business, continued market share gains and a supportive market backdrop. Growth during 2024 was predominantly organic as we continued to invest in our businesses, as well as benefiting from the integration of our prior acquisitions.

    Revenue growth was driven by net commission income which increased by 21% to $856.1m (2023: $704.9m). The increase occurred mainly in Agency and Execution, which increased by 28%, reflecting increased customer activity in Energy as well as strong performance in Credit and our prime services business, which we acquired from TD Cowen in December 2023. Net commission income also increased in our Clearing segment, up 11%, driven by our Metals business.

    Net trading income rose by 20% to $492.4m (2023: $411.4m). Within our Market Making segment net trading income was significantly higher, primarily from Metals, reflecting exceptional market conditions and market sentiment in the second quarter across Copper, Aluminium and Nickel.

    Net trading income was also driven by our Hedging and Investment Solutions business, which increased by 27% to $210.3m (2023: $165.7m) as demand grew for commodity hedging and financial products.

    Net physical commodities income increased by 185% to $19.1m (2023: $6.7m). This increase was primarily due to an increase in sales volumes from physical recycled metal, largely driven by growth in demand for recycled metals.

    Front office costs represent staff, systems and infrastructure costs associated with running our revenue generating operations. These costs increased 28% to $881.5m (2023: $690.4m), largely reflecting a 22% increase in average front office headcount.

    Control and Support Costs primarily reflect staff and property related costs, along with professional fees and other administrative expenses associated with support functions. These costs increased 28% to $376.1m (2023: $294.2m), primarily reflecting investment in our Finance, Risk, Compliance and Technology functions, as we continue to invest in our systems and processes to support future sustainable growth. Total control and support average FTE grew 22% to 1,084 for 2024 (2023: 886).

    Reported Profit Before Tax increased 51% to $295.8m (2023: $196.5m), driven by strong revenue growth and improved operating margins.

    Adjusting items decreased by 24% to $25.3m (2023: $33.5m). These costs are primarily related to corporate activities and are recognised within our Corporate segment. Adjusting items decreased primarily due to the non-recurrence of goodwill impairment recognised in 2023. For full year 2024, adjusting items were mainly costs incurred in preparation for and associated with our successful IPO, including growth shares, owner fees and secondary sell down costs.

    As a result of the revenue and cost trends noted above, Adjusted Profit Before Tax1 increased 40% to $321.1m (2023: $230.0m) and Adjusted Profit Before Tax Margin1 improved to 20% (2023: 18%) demonstrating our platform’s ability to deliver scale benefits. Profit after Tax Margins increased to 14% (2023: 11%).

    Net interest income increased by 87% to $227.1m (2023: $121.6m). This growth was driven by higher average balances and investment returns, as well as the acquisition of Cowen’s prime services business in December 2023.

      3 months ended 31 December 2024   3 months ended 31 December 2023   Change   Year ended 31 December 2024   Year ended 31 December 2023   Change
    Average Fed Funds rate 4.7%   5.3%   (60)bps   5.2%   5.0%   20bps
                           
    Average balances1 15.5   11.3   4.2   13.5   12.9   0.6
                           
    Interest income ($m) 185.2   141.5   43.7   702.4   520.4   182.0
    Interest paid out ($m) (62.4)   (60.6)   (1.8)   (257.7)   (219.0)   (38.7)
    Interest on balances ($m) 122.8   80.9   41.9   444.7   301.4   143.3
                           
    Net yield on balances 3.1%   2.8%   30bps   3.3%   2.3%   100bps
                           
    Average notional debt securities ($bn) (3.2)   (2.3)   (0.9)   (2.8)   (2.1)   (0.7)
    Yield on debt securities % 7.5%   8.6%   (110)bps   7.8%   8.4%   (60)bps
                           
    Interest expense ($m) (60.2)   (50.7)   (9.45)   (217.6)   (179.8)   (37.8)
                           
    Net Interest Income ($m) 62.6   30.2   32.4   227.1   121.6   105.5
    1. Average balances are calculated using an average of the daily holdings in exchanges, banks and other investments over the period. Previously, average balances were calculated as the average month end amount of segregated and non-segregated client balances that generated interest income over a given period.

    Segmental performance

    Clearing

    Marex provides clearing services across the range of energy, commodity and financial markets. We face the exchange on behalf of our clients providing access to 60 exchanges globally.

    Performance for the three months ended 31 December 2024

    Our Clearing business performed well with revenue increasing 48% to $124.7m (Q4 2023: $84.1m). This was driven by net interest income which rose by 81% to $56.4m (Q4 2023: $31.2m) primarily reflecting higher average balances, and commission income.

    Adjusted Profit Before Tax1 increased by 68% to $65.8m (Q4 2023: $39.2m). Adjusted Profit Before Tax Margin1 increased by 600 bps to 53% (Q4 2023: 47%).

    Performance for the year ended 31 December 2024

    Our Clearing business performed well in 2024, benefiting from higher levels of client activity on our platform as we continued to gain market share, with the total number of contracts cleared up 30% to 1,116.0m in 2024 (2023: 856.0m). This increase reflects a combination of factors, including an increase in the number of higher volume clients as well as a larger mix of clients transacting in financial securities.

    Revenue increased 25% to $466.3m (2023: $373.6m), driven by net interest income which rose by 45% to $198.1m (2023: $136.2m) as a result of both higher average interest rates in 2024 compared to 2023 and higher average balances. Net commission income also grew by 11% to $263.0m (2023: $236.2m). Average balances increased 5% to $13.5bn in 2024 (2023: $12.9bn). This growth was driven by a record number of new Clearing clients combined with a high retention of existing clients.

    Revenue growth was supported by investment in staff with average front office headcount increasing by 10% to 278 (2023: 253).

    Adjusted Profit Before Tax1 increased by 34% to $247.3m (2023: $185.0m) while Adjusted Profit Before Tax Margin1 increased by 300bps to 53% (2023: 50%).

      3 months ended 31 December 2024   3 months ended 31 December 2023       Year ended 31 December 2024   Year ended 31 December 2023    
      $m   $m   Change   $m   $m   Change
    Net commission income 65.6   52.5   25%   263.0   236.2   11%
    Net interest income 56.4   31.2   81%   198.1   136.2   45%
    Net trading income 2.7   0.4   575%   5.2   1.2   333%
    Revenue 124.7   84.1   48%   466.3   373.6   25%
    Front office costs (40.2)   (29.2)   38%   (149.2)   (117.1)   27%
    Control and support costs (18.6)   (15.7)   18%   (69.6)   (67.7)   3%
    Recovery/(provision) for credit losses —   0.1   —%   0.1   (3.6)   (103%)
    Depreciation and amortisation (0.1)   (0.1)   —%   (0.4)   (0.3)   33%
    Other Income and share of results of associates 0.1   —   n.m.3   0.1   0.1   n.m.3
                           
    Adjusted Profit Before Tax ($m)1 65.8   39.2   68%   247.3   185.0   34%
    Adjusted Profit Before Tax Margin1 53%   47%   600 bps   53%   50%   300 bps
                           
    Front office headcount (No.)2 284   259   10%   278   253   10%
    Contracts cleared (m) 290.0   228.0   27%   1,116.0   856.0   30%
    Market volumes (m) 2,853.0   2,677.0   7%   11,471.0   10,220.0   12%
    1. These are non-IFRS financial measures. See Appendix 1 “Non-IFRS Financial Measures and Key Performance Indicators” for additional information and for a reconciliation of each such IFRS measure to its most directly comparable IFRS measure.
    2. The headcount is the average for the period. Management have re-assessed headcount for Clearing and Market Making and re-allocated for FY24, FY23, 4Q24 and 4Q23.
    3. n.m. = not meaningful to present as a percentage.

    Agency and Execution

    Agency and Execution provides essential liquidity and execution services to our clients primarily in the energy and financial securities markets.

    Our energy division provides essential liquidity to clients by connecting buyers and sellers in the OTC energy markets to facilitate price discovery. We have leading positions in many of the markets we operate in, including key gas and power markets in Europe; environmental, petrochemical and crude markets in North America; and fuel oil, LPG (liquefied petroleum gas) and middistillates globally. We achieve this through the breadth and depth of the service we offer to customers, including market intelligence for each product we transact in, based on the extensive knowledge and experience of our teams.

    Our presence in the financial markets is growing as we integrate and optimise recent acquisitions, enabling Marex to diversify its asset class coverage away from traditional commodity markets. We are starting to see a maturation of our offering across all asset classes, contributing to enhanced revenue growth and margin expansion for the overall business.

    Performance for the three months ended 31 December 2024

    Revenue increased by 22% to $192.2m (Q4 2023: $157.9m). This was driven by Securities revenues, up 25% to $119.0m (Q4 2023: $95.3m) reflecting growth in prime services. There was also strong organic revenue growth in the quarter, notably in Rates and FX owing to higher volumes and a new structured rates desk which commenced in 2024. This was further supplemented by the strong growth in our Energy business where revenues increased 17% to $72.7m (Q4 2023: $62.4m), reflecting a combination of increased activity levels in European Energy markets, good demand for our environmentals offering and the benefit of our bolt-on acquisitions.

    Adjusted Profit Before Tax1 increased 29% to $37.4m (Q4 2023: $28.9m) while Adjusted Profit Before Tax Margin1 increased 100 bps to 19% (Q4 2023: 18%).

    Performance for the year ended 31 December 2024

    Revenue increased by 28% to $695.2m (2023: $541.5m), reflecting the benefit of recent acquisitions, primarily the prime services business we acquired from TD Cowen that completed in December 2023, as well as positive market conditions in the energy markets.

    Energy revenue increased 30% to $286.3m (2023: $219.8m). This growth was a reflection of strong levels of demand for our environmentals offering as we continue to support our clients’ transition toward a low carbon economy, investments in new desks and capabilities and continued improvement in activity levels in European Energy markets.

    Securities revenue increased by 27% to $407.2m (2023: $319.8m), driven by our prime services business, as well as growth across Equities, FX and Rates.

    Adjusted Profit Before Tax1 increased 50% to $107.9m (2023: $71.9m) while Adjusted Profit Before Tax Margin1 increased 300bps to 16% (2023: 13%), as we continued to optimise and integrate our acquisitions.

    Average front office headcount increased by 20% to 666 (2023: 553).

      3 months ended 31 December 2024   3 months ended 31 December 2023       Year ended 31 December 2024   Year ended 31 December 2023    
      $m   $m   Change   $m   $m   Change
    Securities 119.0   95.3   25%   407.2   319.8   27%
    Energy 72.7   62.4   17%   286.3   219.8   30%
    Other revenue 0.5   0.2   150%   1.7   1.9   (11)%
    Revenue 192.2   157.9   22%   695.2   541.5   28%
    Front office costs (138.7)   (121.4)   14%   (524.5)   (417.1)   26%
    Control and support costs (16.5)   (7.5)   120%   (62.0)   (51.1)   21%
    Provision for credit losses 0.2   (0.3)   —%   (0.1)   (0.9)   (89)%
    Depreciation and amortisation 0.1   (0.1)   (200)%   (0.8)   (0.8)   0%
    Other Income and share of results of associates 0.1   0.3   n.m.3   0.1   0.3   n.m.3
                           
    Adjusted Profit Before Tax ($m)1 37.4   28.9   29%   107.9   71.9   50%
    Adjusted Profit Before Tax Margin1 19%   18%   100 bps   16%   13%   300 bps
                           
    Front office headcount (No.)2 657   603   9%   666   553   20%
    Marex volumes: Energy (m) 13.8   13.6   0%   57.4   44.7   27%
    Marex volumes: Securities (m) 73.7   64.7   14%   295.3   239.5   23%
    Market volumes: Energy (m) 442.3   376.7   17%   1,721.0   1,404.8   22%
    Market volumes: Securities (m) 2,744.0   2,601.0   5%   10,920.6   9,969.6   10%
    1. These are non-IFRS financial measures. See Appendix 1 “Non-IFRS Financial Measures and Key Performance Indicators” for additional information and for a reconciliation of each such IFRS measure to its most directly comparable IFRS measure.
    2.  The headcount is the average for the period.
    3. n.m. = not meaningful to present as a percentage.

    Market Making

    Our Market Making business provides direct liquidity to our clients across a variety of products, primarily in the energy, metals and agriculture markets. This ability to make prices and trade as principal in a wide variety of energy, environmentals and commodity markets differentiates us from many of our competitors.

    Performance for the three months ended 31 December 2024

    Revenue increased by 19% to $44.5m (Q4 2023: $37.5m). Higher revenue in Agriculture, Securities and Energy was partly offset by a more subdued operating environment in Metals.

    Revenue growth was supported by Front Office hiring, with average headcount increasing by 14% to 131 (2023: 115).

    Adjusted Profit Before Tax1 increased to $9.0m (Q4 2023: $8.3m), while Adjusted Profit Before Tax Margin1 decreased 200 bps to 20% (Q4 2023: 22%).

    Performance for the year ended 31 December 2024

    Revenue increased by 35% to $207.8m (2023: $153.9m). This was driven by Metals trading which benefited from unusual market conditions across Copper, Aluminium, Nickel in the second quarter. While this activity normalised in the third quarter, we continued to see strong performance. Revenue from Securities also grew primarily reflecting a stronger performance from Equities.

    Adjusted Profit Before Tax1 increased by 97% to $65.6m (2023: $33.3m), while Adjusted Profit Before Tax Margin1 increased 10 percentage points to 32% (2023: 22%) reflecting strong revenue growth.

      3 months ended 31 December 2024   3 months ended 31 December 2023       Year ended 31 December 2024   Year ended 31 December 2023    
      $m   $m   Change   $m   $m   Change
    Metals 5.7   26.5   (78)%   105.9   69.3   53%
    Agriculture 15.7   0.3   5,133%   33.8   27.5   23%
    Energy 12.7   7.3   74%   32.5   31.6   3%
    Securities 10.4   3.4   206%   35.6   25.5   40%
    Revenue 44.5   37.5   19%   207.8   153.9   35%
    Front office costs (27.2)   (19.9)   37%   (111.4)   (88.5)   26%
    Control and support costs (8.2)   (9.0)   (9)%   (30.4)   (32.7)   (7)%
    Depreciation and amortisation (0.1)   (0.1)   0%   (0.4)   (0.3)   33%
    Other Income and share of results of associates —   (0.2)   n.m.3   —   0.9   n.m.3
                           
    Adjusted Profit Before Tax ($m)1 9.0   8.3   8%   65.6   33.3   97%
    Adjusted Profit Before Tax Margin1 20%   22%   (200) bps   32%   22%   1,000 bps
                           
    Front office headcount (No.)2 131   115   14%   129   109   18%
    Marex volumes: Metals (m) 11.3   6.8   57%   44.6   26.8   67%
    Marex volumes: Agriculture (m) 8.2   7.1   14%   35.1   28.1   25%
    Marex volumes: Energy (m) 0.7   0.6   17%   2.2   2.1   0%
    Marex volumes: Financials (m) 0.2   1.4   (86)%   1.6   5.3   (60)%
    Market volumes: Metals (m) 98.6   92.4   8%   422.7   343.5   23%
    Market volumes: Agriculture (m) 146.8   127.9   15%   581.3   521.1   12%
    Market volumes: Energy (m) 442.3   376.7   17%   1,721.0   1,404.8   22%
    Market volumes: Financials (m) 2,744.0   2,601.0   5%   10,920.6   9,969.6   10%
    1. These are non-IFRS financial measures. See Appendix 1 “Non-IFRS Financial Measures and Key Performance Indicators” for additional information and for a reconciliation of each such IFRS measure to its most directly comparable IFRS measure.
    2. The headcount is the average for the period. Management have re-assessed headcount for Clearing and Market Making and re-allocated for FY24, FY23, 4Q24 and 4Q23.
    3. n.m. = not meaningful to present as a percentage.

    Hedging and Investment Solutions

    Our Hedging and Investment Solutions business provides high quality bespoke hedging and investment solutions to our clients.

    Tailored commodity hedging solutions enable corporates to hedge their exposure to movements in energy and commodity prices, as well as currencies and interest rates, across a variety of different time horizons.

    Our financial products offering allows investors to gain exposure to a particular market or asset class, for example equity indices, in a cost-effective manner through a structured product.

    Performance for the three months ended 31 December 2024

    Revenue grew 20% to $39.9m (Q4 2023: $33.2m) driven by an expansion of the sales team leading to the onboarding of new clients.

    Adjusted Profit Before Tax1 increased by 47% to $8.7m (Q4 2023: $5.9m), while Adjusted Profit Before Tax Margin1 increased by 400 bps to 22% (Q4 2023: 18%).

    Performance for the year ended 31 December 2024

    Revenue grew 26% to $161.5m (2023: $128.1m) driven by increased client activity across both businesses. Hedging Solutions increased 12% to $69.2m (2023: $62.0m) benefiting from volatility across Cocoa and Coffee and favourable market events, while Financial Products increased 40% to $92.3m (2023: $66.1m) benefiting from positive investor sentiment and equity market performance. We also expanded our product coverage with custom index and FX capabilities and our global footprint which now includes business from Australia and the Middle East, bringing new clients onto our platform.

    Adjusted Profit Before Tax1 increased by 24% to $42.0m (2023: $33.8m), while Adjusted Profit Before Tax Margin1 remained at 26% as we continued to invest in the business infrastructure and distribution network. We have also invested in our people with average front office headcount up 57% to 177 (2023: 113). Other income and share or results of associates represents the tax credit from qualifying research and development costs.

      3 months ended 31 December 2024   3 months ended 31 December 2023       Year ended 31 December 2024   Year ended 31 December 2023    
      $m   $m   Change   $m   $m   Change
    Hedging solutions 7.7   16.0   (52)%   69.2   62.0   12%
    Financial products 32.2   17.2   87%   92.3   66.1   40%
    Revenue 39.9   33.2   20%   161.5   128.1   26%
    Front office costs (25.7)   (17.5)   47%   (96.4)   (67.7)   42%
    Control and support costs (7.3)   (6.1)   20%   (27.2)   (23.7)   15%
    Recovery/(provision) for credit losses (0.6)   (3.6)   (83)%   2.2   (3.8)   (158)%
    Depreciation and amortisation (0.2)   (0.1)   100%   (0.7)   (0.3)   133%
    Other Income and share of results of associates 2.6   —   n.m.4   2.6   1.2   n.m.4
                           
    Adjusted Profit Before Tax ($m)1 8.7   5.9   47%   42.0   33.8   24%
    Adjusted Profit Before Tax Margin1 22%   18%   400 bps   26%   26%   0 bps
                           
    Front office headcount (No.)2 184   128   44%   177   113   57%
    Structured notes balance ($m)3 2,667.4   1,850.4   44%   2,667.4   1,850.4   44%
    1. These are non-IFRS financial measures. See Appendix 1 “Non-IFRS Financial Measures and Key Performance Indicators” for additional information and for a reconciliation of each such IFRS measure to its most directly comparable IFRS measure.
    2. The headcount is the average for the period.
    3. The structured notes portfolio consisted of 4,029 notes with an average maturity of 17 months and a total value of $2,667.4m at the end of 2024 compared to a total value of $1,850.4m in 2023 with an average maturity of 15 months.
    4. n.m. = not meaningful to present as a percentage.

    Corporate

    The Corporate segment includes the Group’s control and support functions. Corporate manages the resources of the Group, makes investment decisions and provides operational support to the business segments. Corporate net interest income is derived through earning interest on house cash balances placed at banks and exchanges. Revenue in Q4 2024 was $14.3m (Q4 2023: $12.9m), while full year Revenue in 2024 was $63.9m (2023: $47.5m), driven by net interest income primarily reflecting higher average balances.    

      3 months ended 31 December 2024   3 months ended 31 December 2023       Year ended 31 December 2024   Year ended 31 December 2023    
      $m   $m   Change   $m   $m   Change
    Revenue 14.3   12.9   11%   63.9   47.5   35%
    Control and support costs4 (49.5)   (37.7)   31%   (186.9)   (119.0)   57%
    (Provision)/recovery for credit losses (0.7)   1.4   n.m.3   (0.5)   1.2   (142%)
    Depreciation and amortisation (5.1)   (7.0)   (27%)   (21.7)   (25.4)   (15%)
    Other Income and share of results of associates 1.4   0.7   100%   3.5   1.7   106%
                           
    Adjusted Loss Before Tax ($m)1 (39.6)   (29.7)   33%   (141.7)   (94.0)   51%
                           
    Control and support headcount (No.)2 1,145   947   21%   1,084   886   22%
    1. These are non-IFRS financial measures. See Appendix 1 “Non-IFRS Financial Measures and Key Performance Indicators” for additional information and for a reconciliation of each such IFRS measure to its most directly comparable IFRS measure.
    2. The headcount is the average for the period.
    3. n.m. = not meaningful to present as a percentage
    4. Control and support costs are presented on an unallocated basis.

    Summary Financial Position

    The Group’s equity base increased during the year with total equity increasing by $201.0m, 26% to $976.9m as a result of strong profitability during the year and an increase in the share premium balance reflecting the primary issuance of shares as part of the IPO.

    Total assets and total liabilities have grown significantly during 2024 as a result of client activity driving customer balances and in addition our funding activities to support this increase. Our balance sheet continues to consist of high-quality liquid assets which underpin client activity on our platform. Total assets increased from $17.6bn as at 31 December 2023 to $24.3bn as at 31 December 2024 with the growth largely due to the increase in the Securities, Cash and liquid assets, balances with exchanges offset by a reduction in the reverse repurchase agreement balances.

    Securities balances increased to $6.5bn, up $2.5bn from December 2023 driven by hedging activity to support our prime brokerage clients and increased stock lending activity within our Agency and Execution business.

    Cash and liquid assets increased by $1.7bn primarily reflecting cash placed by clients, the Group’s US Senior issuance and growth in structured notes issuance under the Financial Products Program.

      31 December 2024   31 December 2023    
          Restated1    
      $m   $m   Change
    Cash & Liquid Assets² 6,213.0   4,465.9   39%
    Trade Receivables 7,553.2   4,789.8   58%
    Reverse Repo Agreements 2,490.4   3,199.8   (22%)
    Securities³ 6,459.7   4,022.7   61%
    Derivative Instruments 1,163.5   655.6   77%
    Other Assets⁴ 199.7   258.2   (23%)
    Goodwill and Intangibles 233.0   219.6   6%
    Total Assets 24,312.5   17,611.6   38%
    Trade Payables 9,740.4   6,785.9   44%
    Repurchase Agreements 2,305.8   3,118.9   (26%)
    Securities⁵ 6,656.7   4,248.1   57%
    Debt Securities 3,604.5   2,216.3   63%
    Derivative Instruments 751.7   402.2   87%
    Other Liabilities⁶ 276.5   64.3   330%
    Total Liabilities 23,335.6   16,835.7   39%
    Total Equity 976.9   775.9   26%
    1. Prior period comparatives have been restated. Refer to note 3(b) and note 37 in our Group Annual Report for further information.
    2. Cash & Liquid Assets are cash and cash equivalents, treasury instruments pledged as collateral, treasury instruments unpledged and fixed income securities.
    3. Securities assets are equity instruments and stock borrowing.
    4. Other Assets are inventory, corporate income tax receivable, deferred tax, investments, right-of-use assets, and property plant and equipment.
    5. Securities liabilities are stock lending and short securities.
    6. Other Liabilities are short term borrowings, deferred tax liability, lease liability, provisions and corporation tax.

    Liquidity

      31 December   31 December
      2024   2023
      $m   $m
    Total available liquid resources 2,439.8   1,369.8
    Liquidity headroom 1,060.0   738.8

    A prudent approach to capital and liquidity and commitment to maintaining an investment grade credit rating are core principles which underpin the successful delivery of our growth strategy. As at 31 December 2024, the Group held $2,439.8m of total available liquid resources, including the undrawn portion of the RCF (2023: $1,369.8m).

    Group liquidity resources consist of cash and high-quality liquid assets that can be quickly converted to meet immediate and short-term obligations. The resources include non-segregated cash, short-term money market funds and unencumbered securities guaranteed by the U.S. Government. The Group also includes any undrawn portion of its committed revolving credit facility (‘RCF’) in its total available liquid resources. The unsecured revolving credit facility of $150m remains undrawn as at 31 December 2024 (2023: $150m, undrawn). Facilities held by operating subsidiaries, and which are only available to that relevant subsidiary, have been excluded from these figures as they are not available to the entire Group.

    Liquidity headroom is based on the Group’s Liquid Asset Threshold Requirement, which is prepared according to the principles of the UK Investment Firms Prudential Regime (IFPR). The requirement includes a liquidity stress impact calculated from a combination of systemic and idiosyncratic risk factors.

    In October, the Group successfully completed an offering of $600m 5-year senior unsecured notes, further diversifying its funding sources and supporting future growth. The notes have a coupon of 6.404%, mature in November 2029 and have been rated BBB- by both S&P and Fitch. This latest senior note issuance adds to the existing €300m notes issued in February 2023 under the Euro MTN programme.

    Regulatory capital

    The Group is subject to consolidated supervision by the UK Financial Conduct Authority and has regulated subsidiaries in jurisdictions both inside and outside of the UK.

    The Group is regulated as a MIFIDPRU investment firm under IFPR. The minimum capital requirement as at 31 December 2024 was determined by the Own Funds Threshold Requirement (‘OFTR’) set via an assessment of the Group’s capital adequacy and risk assessment conducted annually.

    The Group and its subsidiaries are in compliance with their regulatory requirements and are appropriately capitalised relative to the minimum requirements as set by the relevant competent authority. The Group maintained a capital surplus over its regulatory requirements at all times.

    The Group manages its capital structure in order to comply with regulatory requirements, ensuring its capital base is more than adequate to cover the risks inherent in the business and to maximise shareholder value through the strategic deployment of capital to support the Group’s growth and strategic development. The Group performs business model assessment, business and capital forecasting, stress testing and recovery planning at least annually. The following table summarises the Group’s capital position as at 31 December 2024 and 2023:

      31 December
    2024
      31 December
    2023
      $m   $m
    Core equity Tier 1 Capital1 623.9   437.7
    Additional Tier 1 Capital (net of issuance costs) 97.6   97.6
    Tier 2 Capital 1.6   3.1
    Total Capital resources 723.1   538.4
           
           
    Own Funds Threshold Requirement2 308.8   235.1
    Total Capital ratio3 234%   229%
    1. The own funds threshold requirement is the amount of own funds (i.e. capital) that a firm needs to hold at any given time to comply with the overall financial adequacy rule under the Investment Firm Prudential Regulation. The overall financial adequacy rule requires a firm to hold the amount of own funds for its ongoing business operations, taking into account potential periods of financial stress during the economic cycle. This is determined based on Group’s latest annual internal assessment.
    2. Own Funds Requirement presented as Own Funds Threshold Requirement based on the latest approved Group Internal Capital Assessment.
    3. The Group’s total capital resources as a percentage of Own Funds Requirement.

    At 31 December 2024, the Group had a Total Capital Ratio of 234% (2023: 229%), representing significant capital headroom to minimum requirements. The increase in the Total Capital Ratio resulted from an increase in total capital resources due to profit (unaudited) in 2024.

    Dividend

    The Board of Directors approved an interim dividend of $0.14 per share, expected to be paid on 31 March 2025 to shareholders on record as at close of business on 17 March 2025.

    Forward looking statements:

    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including expected financial results and Adjusted Profit Before Tax and Reported Profit Before Tax, expected growth and business plans, expected investments and dividend payments. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions.

    These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation: subdued commodity market activity or pricing levels; the effects of geopolitical events, terrorism and wars, such as the effect of Russia’s military action in Ukraine, on market volatility, global macroeconomic conditions and commodity prices; changes in interest rate levels; the risk of our clients and their related financial institutions defaulting on their obligations to us; regulatory, reputational and financial risks as a result of our international operations; software or systems failure, loss or disruption of data or data security failures; an inability to adequately hedge our positions and limitations on our ability to modify contracts and the contractual protections that may be available to us in OTC derivatives transactions; market volatility, reputational risk and regulatory uncertainty related to commodity markets, equities, fixed income, foreign exchange and cryptocurrency; the impact of climate change and the transition to a lower carbon economy on supply chains and the size of the market for certain of our energy products; the impact of changes in judgments, estimates and assumptions made by management in the application of our accounting policies on our reported financial condition and results of operations; lack of sufficient financial liquidity; if we fail to comply with applicable law and regulation, we may be subject to enforcement or other action, forced to cease providing certain services or obliged to change the scope or nature of our operations; significant costs, including adverse impacts on our business, financial condition and results of operations, and expenses associated with compliance with relevant regulations; and if we fail to remediate the material weaknesses we identified in our internal control over financial reporting or prevent material weaknesses in the future, the accuracy and timing of our financial statements may be impacted, which could result in material misstatements in our financial statements or failure to meet our reporting obligations and subject us to potential delisting, regulatory investments or civil or criminal sanctions, and other risks discussed under the caption “Risk Factors” in our final prospectus filed pursuant to 424(b)(4) with the Securities and Exchange Commission (the “SEC”) on 31 October 2024 and our other reports filed with the SEC.

    The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

    In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

    Appendix 1

    Non-IFRS Financial Measures and Key Performance Indicators

    This press release contains non-IFRS financial measures, including Adjusted Profit Before Tax, Adjusted Profit Before Tax Margin, Adjusted Earnings per Share, Adjusted Diluted Earnings per Share, Adjusted Profit After Tax Attributable to Common Equity and Adjusted Return on Equity. These non-IFRS financial measures are presented for supplemental informational purposes only and should not be considered a substitute for profit after tax, profit margin, return on equity or any other financial information presented in accordance with IFRS and may be different from similarly titled non-IFRS financial measures used by other companies. The Group changed the labelling of its non-IFRS measures during 2024 to better align to the equivalent IFRS reported metric and enhance transparency and comparability.

    Adjusted Profit Before Tax (formerly labelled Adjusted Operating Profit)

    We define Adjusted Profit Before Tax as profit after tax adjusted for (i) tax, (ii) goodwill impairment charges, (iii) acquisition costs, (iv) bargain purchase gains, (v) owner fees, (vi) amortisation of acquired brands and customer lists, (vii) activities in relation to shareholders, (viii) employer tax on the vesting of Growth Shares, (ix) IPO preparation costs and (x) fair value of the cash settlement option on the Growth Shares. Items (i) to (x) are referred to as “Adjusting Items.” Adjusted Profit Before Tax is the primary measure used by our management to evaluate and understand our underlying operations and business trends, forecast future results and determine future capital investment allocations. Adjusted Profit Before Tax is the measure used by our executive board to assess the financial performance of our business in relation to our trading performance. The most directly comparable IFRS Accounting Standards measure is profit after tax. We believe Adjusted Profit Before Tax is a useful measure as it allows management to monitor our ongoing core operations and provides useful information to investors and analysts regarding the net results of the business. The core operations represent the primary trading operations of the business.

    Adjusted Profit Before Tax Margin (formerly labelled Adjusted Operating Profit Margin)

    We define Adjusted Profit Before Tax Margin as Adjusted Profit Before Tax (as defined above) divided by revenue. We believe that Adjusted Profit Before Tax Margin is a useful measure as it allows management to assess the profitability of our business in relation to revenue. The most directly comparable IFRS Accounting Standards measure is profit margin, which is Profit after Tax divided by revenue.

    Adjusted Profit After Tax Attributable to Common Equity (formerly labelled Adjusted Operating Profit after Tax Attributable to Common Equity)

    We define Adjusted Profit After Tax Attributable to Common Equity as profit after tax adjusted for the items outlined in the Adjusted Profit Before Tax paragraph above. Additionally, Adjusted Profit After Tax Attributable to Common Equity is also adjusted for (i) tax and the tax effect of the Adjusting Items to calculate Adjusted Profit Before Tax and (ii) profit attributable to Additional Tier 1 (“AT1”) note holders, net of tax, which is the coupons on the AT1 issuance and accounted for as dividends, adjusted for the tax benefit of the coupons. We define Common Equity as being the equity belonging to the holders of the Group’s share capital. We believe Adjusted Profit After Tax Attributable to Common Equity is a useful measure as it allows management to assess the profitability of the equity belonging to the holders of the Group’s share capital. The most directly comparable IFRS Accounting Standards measure is profit after tax.

    Adjusted Return on Equity (formerly labelled Return on Adjusted Operating Profit after Tax Attributable to Common Equity)

    We define the Adjusted Return on Equity as the Adjusted Profit After Tax Attributable to Common Equity (as defined above) divided by the average Common Equity for the period. Common Equity is defined as being the equity belonging to the holders of the Group’s share capital. Common Equity is calculated as the average balance of total equity minus additional Tier 1 capital. For the years ended 31 December 2024, Common Equity is calculated as the average balance of total equity minus additional Tier 1 capital as at 31 December of the prior year, 31 March, 30 June, 30 September and 31 December of the current year. For the year ended 31 December 2023, Common Equity is calculated as the average balance of total equity minus additional Tier 1 capital as at 31 December of the prior year and 31 December of the current year. For the three months ended 31 December 2024 and 2023 Common Equity is calculated as the average of 30 September and 31 December of the current period. For the years ended 31 December 2024 and 2023, Return on Adjusted Profit After Tax Attributable to Common Equity is calculated as Adjusted Profit After Tax Attributable to Common Equity for the year divided by average Common Equity for the year. For the three months ended 31 December 2024 and 2023, Adjusted Return on Equity is calculated for comparison purposes on an annualised basis as Adjusted Profit After Tax Attributable to Common Equity for the period multiplied by four and then divided by average Common Equity for the period. It is presented on an annualised basis for comparison purposes.

    We believe Adjusted Return on Equity is a useful measure as it allows management to assess the return on the equity belonging to the holders of the Group’s share capital. The most directly comparable IFRS Accounting Standards measure for Adjusted Return on Equity is return on equity, which is calculated as profit after tax for the period divided by average equity. Average equity for the years ended 31 December 2024 and 2023 is calculated as the average of total equity s at 31 December of the prior year, 31 March, 30 June, 30 September and 31 December of the current year. For the three months ended 31 December 2024 and 2023 Average Equity is calculated as the average of 30 September and 31 December of the current year. For the years ended 31 December 2024 and 2023, return on equity is calculated as profit after tax for the year divided by Average Equity for the year. For the three months ended 31 December 2024 and 2023, Adjusted Return on Equity is calculated for comparison purposes on an annualised basis as Adjusted Profit After Tax Attributable to Equity for the period multiplied by four and then divided by Average Equity for the period. It is presented on an annualised basis for comparison purposes.

    Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share

    Adjusted Basic Earnings per Share is defined as the Adjusted Profit After Tax Attributable to Common Equity (as defined above) for the period divided by weighted average number of ordinary shares for the period. We believe Adjusted Basic Earnings per Share is a useful measure as it allows management to assess the profitability of our business per share. The most directly comparable IFRS Accounting Standards metric is basic earnings per share. This metric has been designed to highlight the Adjusted Profit After Tax Attributable to Common Equity over the available share capital of the Group. Adjusted Diluted Earnings per Share is defined as the Adjusted Profit After Tax Attributable to Common Equity for the period divided by the diluted weighted average shares for the period. We believe Adjusted Diluted Earnings per Share is a useful measure as it allows management to assess the profitability of our business per share on a diluted basis. Dilution is calculated in the same way as it has been for diluted earnings per share. The most directly comparable IFRS Accounting Standards metric is diluted earnings per share.

    We believe that these non-IFRS financial measures provide useful information to both management and investors by excluding certain items that management believes are not indicative of our ongoing operations. Our management uses these non-IFRS financial measures to evaluate our business strategies and to facilitate operating performance comparisons from period to period. We believe that these non-IFRS financial measures provide useful information to investors because they improve the comparability of our financial results between periods and provide for greater transparency of key measures used to evaluate our performance. In addition these non-IFRS financial measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to us, many of which present related performance measures when reporting their results.

    These non-IFRS financial measures are used by different companies for differing purposes and are often calculated in different ways that reflect the circumstances of those companies. In addition, certain judgments and estimates are inherent in our process to calculate such non-IFRS financial measures. You should exercise caution in comparing these non-IFRS financial measures as reported by other companies.

    These non-IFRS financial measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under IFRS Accounting Standards. Some of these limitations are:

    • they do not reflect costs incurred in relation to the acquisitions that we have undertaken;
    • they do not reflect impairment of goodwill;
    • other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures; and
    • the adjustments made in calculating these non-IFRS financial measures are those that management considers to be not representative of our core operations and, therefore, are subjective in nature.

    Accordingly, prospective investors should not place undue reliance on these non-IFRS financial measures.

    We also use key performance indicators (“KPIs”) such as Average Balances, Trades Executed, and Contracts Cleared to assess the performance of our business and believe that these KPIs provide useful information to both management and investors by showing the growth of our business across the periods presented.

    Our management uses these KPIs to evaluate our business strategies and to facilitate operating performance comparisons from period to period. We define certain terms used in this release as follows:

    “FTE” means the number of our full-time equivalents as of the end of a given period, which includes permanent employees and contractors.

    “Average FTE” means the average number of our full-time equivalents over the period, including permanent employees and contractors.

    “Average Balances” means the average of the daily holdings in exchanges, banks and other investments over the period. Previously, average balances were calculated as the average month end amount of segregated and non-segregated client balances that generated interest income over a given period.

    “Trades Executed” means the total number of trades executed on our platform in a given year.

    “Total Capital Ratio” means our total capital resources in a given period divided by the capital requirement for such period under the IFPR.

    “Contracts Cleared” means the total number of contracts cleared in a given period.

    “Market Volumes” are calculated as follows:

    • All volumes traded on Marex key exchanges (CBOT, CME, Eurex, Euronext, ICE, LME, NYMEX COMEX, SGX)
    • Energy volumes on CBOT, Eurex, ICE, NYMEX, SGX
    • Financial securities (corporate bonds, equities, FX, repo, volatility) on CBOE, CBOT, CME, Eurex, Euronext, ICE, SGX
    • Metals, agriculture and energy volumes on CBOT, CME, Eurex, Euronext, ICE, LME, NYMEX COMEX, SGX

    Reconciliation of Non-IFRS Financial Measures and Key Performance Indicators:

      3 months ended 31 December 2024   3 months ended 31 December 2023   Year ended 31 December 2024   Year ended 31 December 2023
          Restated1        
      $m   $m   $m   $m
    Profit After Tax 56.7   28.1   218.0   141.3
    Taxation charge 21.1   11.3   77.8   55.2
    Profit Before Tax 77.8   39.4   295.8   196.5
    Goodwill impairment charge1 —   —   —   10.7
    Bargain purchase gains2 —   —   —   (0.3)
    Acquisition costs3 —   1.2   —   1.8
    Amortisation of acquired brands and customer lists4 1.7   0.7   5.5   2.1
    Activities relating to shareholders5 —   2.2   2.4   3.1
    Employer tax on vesting of the growth shares6 —   —   2.2   —
    Owner fees7 —   1.2   2.4   6.0
    IPO preparation costs8 —   7.9   8.6   10.1
    Fair value of the cash settlement option on the growth shares9 —   —   2.3   —
    Public offering of ordinary shares10 1.9   —   1.9   —
    Adjusted Profit Before Tax 81.4   52.6   321.1   230.0
    Tax and the tax effect on the Adjusting Items11 (20.43)   (11.1)   (76.8)   (54.1)
    Profit attributable to AT1 note holders12 (3.3)   (3.3)   (13.3)   (13.3)
    Adjusted Profit After Tax Attributable to Common Equity 57.8   38.2   231.0   162.6
                   
    Profit after Tax Margin 14%   9%   14%   11%
    Adjusted Profit Before Tax Margin13 20%   16%   20%   18%
                   
    Basic Earnings per Share ($) 0.76   0.37   2.96   1.94
    Diluted Earnings per Share ($) 0.70   0.35   2.72   1.82
                   
    Adjusted Basic Earnings per Share ($)14 0.82   0.58   3.34   2.46
    Adjusted Diluted Earnings per Share ($)15 0.76   0.54   3.07   2.31
                   
    Common Equity16 870.7   662.6   775.6   629.2
    Return on Equity 23%   15%   25%   19%
    Adjusted Return on Equity (%) 27%   23%   30%   26%
    1. Goodwill impairment charges in 2023 relates to the impairment recognised for goodwill relating to the Volatility Performance Fund S.A. CGU (‘VPF’) largely due to declining projected revenue.
    2. A bargain purchase gain was recognised as a result of the ED&F Man Capital Markets division acquisition.
    3. Acquisition costs are costs, such as legal fees incurred in relation to the business acquisitions of ED&F Man Capital Markets business, the OTCex group and Cowen’s prime services and Outsourced Trading business.
    4. This represents the amortisation charge for the period of acquired brands and customers lists.
    5. Activities in relation to shareholders primarily consist of dividend-like contributions made to participants within certain of our share-based payments schemes.
    6. Employer tax on vesting of the growth shares represents the Group’s tax charge arising from the vesting of the growth shares.
    7. Owner fees relate to management services fees paid to parties associated with the ultimate controlling party based on a percentage of our EBITDA in each year, presented in the income statement within other expenses.
    8. IPO preparation costs related to consulting, legal and audit fees, presented in the income statement within other expenses.
    9. Fair value of the cash settlement option on the growth shares represents the fair value liability of the growth shares at $2.3m. Subsequent to the initial public offering when the holders of the growth shares elected to settle the awards in ordinary shares, the liability was derecognised.
    10. Costs relating to the public offerings of ordinary shares by certain selling shareholders.
    11. Tax and the tax effect on the Adjusting Items represents the tax for the period and the tax effect of the other Adjusting Items removed from Profit After Tax to calculate Adjusted Profit Before Tax. The tax effect of the other Adjusting Items was calculated at the Group’s effective tax rate for the respective period.
    12. Profit attributable to AT1 note holders are the coupons on the AT1 issuance, which are accounted for as dividends.
    13. Adjusted Profit Before Tax Margin is calculated by dividing Adjusted Profit Before Tax (as defined above) by revenue for the period.
    14. The weighted average numbers of shares used in the calculation for the years ended 31 December 2024 and 2023 were 69,231,625 and 66,018, 514 respectively. The weighted average numbers of shares used in the calculation for the three months ended 31 December 2024 and 2023 were 70,290,886 and 66,018,514 respectively. Weighted average number of shares have been restated as applicable for the Group’s reverse share split.
    15. The weighted average numbers of diluted shares used in the calculation for the years ended 31 December 2024 and 2023 were 75,279,454 and 70,323,467 respectively. The weighted average numbers of shares used in the calculation for the three months ended 31 December 2024 and 2023 were 76,338,715 and 70,323,467 respectively. Weighted average number of shares have been restated as applicable for the Group’s reverse share split.
    16. Common Equity is calculated as the average balance of total equity minus additional Tier 1 capital. For the years ended 31 December 2024, Adjusted Return on Equity is calculated as the average balance of total equity minus additional Tier 1 capital, as at 31 December of the prior year, 31 March, 30 June, 30 September and 31 December of the current year. For the years ended 31 December 2023, Adjusted Return on Equity is calculated as the average balance of total equity minus additional Tier 1 capital, as at 31 December of the prior year and 31 December of the current year. For the three months ended 31 December 2024 and 2023 Common Equity is calculated as the average of 30 September and 31 December of the current period.

    Appendix 2 – Supplementary Financial Information

    Revenue

    The following tables presents the Group’s segmental revenue for the periods indicated:

    3 months ended 31 December 2024 Clearing   Agency and Execution   Market Making   Hedging and Investment Solutions   Corporate   Total
      $m   $m   $m   $m   $m   $m
                           
    Net commission income/(expense) 65.6   160.7   (0.3)   —   —   226.0
    Net trading income 2.7   21.1   51.7   52.6   —   128.1
    Net interest income/(expense) 56.4   9.5   (4.9)   (12.7)   14.3   62.6
    Net physical commodities income —   0.9   (2.0)   —   —   (1.1)
    Revenue 124.7   192.2   44.5   39.9   14.3   415.6
    3 months ended 31 December 2023 Clearing   Agency and Execution   Market Making   Hedging and Investment Solutions   Corporate   Total
      $m   $m   $m   $m   $m   $m
                           
    Net commission income/(expense) 52.5   131.3   (2.4)   —   —   181.4
    Net trading income/(expense) 0.4   23.2   45.9   42.3   (0.3)   111.5
    Net interest income/(expense) 31.2   3.4   (8.5)   (9.1)   13.2   30.2
    Net physical commodities income —   —   2.5   —   —   2.5
    Revenue 84.1   157.9   37.5   33.2   12.9   325.6
    Year ended 31 December 2024 Clearing   Agency and Execution   Market Making   Hedging and Investment Solutions   Corporate   Total
      $m   $m   $m   $m   $m   $m
                           
    Net commission income/(expense) 263.0   597.1   (4.0)   —   —   856.1
    Net trading income 5.2   61.3   215.6   210.3   —   492.4
    Net interest income/(expense) 198.1   34.6   (20.7)   (48.8)   63.9   227.1
    Net physical commodities income —   2.2   16.9   —   —   19.1
    Revenue 466.3   695.2   207.8   161.5   63.9   1,594.7
    Year ended 31 December 2023 Clearing   Agency and Execution   Market Making   Hedging and Investment Solutions   Corporate   Total
      $m   $m   $m   $m   $m   $m
                           
    Net commission income/(expense) 236.2   473.4   (4.7)   —   —   704.9
    Net trading income/(expense) 1.2   62.1   182.8   165.7   (0.4)   411.4
    Net interest income/(expense) 136.2   6.0   (30.9)   (37.6)   47.9   121.6
    Net physical commodities income —   —   6.7   —   —   6.7
    Revenue 373.6   541.5   153.9   128.1   47.5   1,244.6

    Consolidated Income Statement

    For the Year Ended 31 December 2024

        2024 2023
        $m $m
    Commission and fee income   1,618.1 1,342.4
    Commission and fee expense   (762.0) (637.5)
    Net commission income   856.1 704.9
    Net trading income   492.4 411.4
    Interest income   765.2 591.8
    Interest expense   (538.1) (470.2)
    Net interest income   227.1 121.6
    Net physical commodities income   19.1 6.7
    Revenue   1,594.7 1,244.6
           
    Expenses:      
    Compensation and benefits   (971.1) (770.3)
    Depreciation and amortisation   (29.5) (27.1)
    Other expenses   (306.3) (237.4)
    Impairment of goodwill   — (10.7)
    Provision for credit losses   1.7 (7.1)
    Bargain purchase gain on acquisitions   — 0.3
    Other income   6.3 3.4
    Share of results in associates and joint ventures   — 0.8
    Profit before tax   295.8 196.5
    Tax   (77.8) (55.2)
    Profit after tax   218.0 141.3
           

    Consolidated Statement of Financial Position

    As at 31 December 2024

        31 December 31 December
        2024 2023
        $m $m
          Restated1
    Assets      
    Non-current assets      
    Goodwill   176.5 163.6
    Intangible assets   56.5 56.0
    Property, plant and equipment   20.8 16.6
    Right-of-use asset   59.9 40.6
    Investments   24.0 16.2
    Deferred tax   46.7 21.4
    Treasury instruments (unpledged)   53.5 60.8
    Treasury instruments (pledged as collateral)   46.1 300.4
    Total non-current assets   484.0 675.6
           
    Current assets      
    Corporate income tax receivable   12.5 0.1
    Trade and other receivables   7,553.2 4,789.8
    Inventory   35.8 163.4
    Equity instruments (unpledged)   231.4 189.6
    Equity instruments (pledged as collateral)   4,446.6 1,331.7
    Derivative instruments   1,163.5 655.6
    Stock borrowing   1,781.7 2,501.4
    Treasury instruments (unpledged)   556.2 481.8
    Treasury instruments (pledged as collateral)   2,912.9 2,062.6
    Fixed income securities (unpledged)   87.7 76.7
    Reverse repurchase agreements   2,490.4 3,199.8
    Cash and cash equivalents   2,556.6 1,483.5
    Total current assets   23,828.5 16,936.0
    Total assets   24,312.5 17,611.6
    1. Prior period comparatives have been restated. Refer to note 3(b) and note 37 in the Group Annual Report for further information.

    Consolidated Statement of Financial Position

    As at 31 December 2024

        31 December 31 December
        2024 2023
        $m $m
          Restated1
    Liabilities      
    Current liabilities      
    Repurchase agreements   2,305.8 3,118.9
    Trade and other payables   9,740.4 6,785.9
    Stock lending   4,952.1 2,323.3
    Short securities   1,704.6 1,924.8
    Short-term borrowings   152.0 —
    Lease liability   10.5 13.2
    Derivative instruments   751.7 402.2
    Corporation tax   41.9 7.6
    Debt securities   2,119.6 1,308.4
    Provisions   0.6 0.4
    Total current liabilities   21,779.2 15,884.7
    Non-current liabilities      
    Lease liability   67.0 39.4
    Long-term borrowings   — —
    Debt securities   1,484.9 907.9
    Deferred tax liability   4.5 3.7
    Total non-current liabilities   1,556.4 951.0
    Total liabilities   23,335.6 16,835.7
    Total net assets   976.9 775.9
           
    Equity      
    Share capital   0.1 0.1
    Share premium   202.6 134.3
    Additional Tier 1 capital (AT1)   97.6 97.6
    Retained earnings   722.4 555.3
    Own shares   (23.2) (9.8)
    Other reserves   (22.6) (1.6)
    Total equity   976.9 775.9
    1. Prior year comparatives have been restated. Refer to note 3(b) and note 37 in the Group Annual Report for further information.

    The MIL Network –

    March 7, 2025
  • MIL-OSI: Biz2Credit’s Women-Owned Business Study Reports Women Are Closing The Funding Gap

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, March 06, 2025 (GLOBE NEWSWIRE) — In its annual analysis of over 53,000 companies, the Biz2Credit Women-Owned Business Study found that the funding percentage (36%) for women-owned businesses that applied for financing in 2024 increased from 35% in 2023. In comparison, the funding rate for male-owned businesses in 2024 was just 29%.

    Additionally, that the average funding amounts women received jumped by 25% from 2023 to 2024. In 2023, the average funding amount for women-owned businesses was $53,678. A year later, in 2024, the average amount was $67,035.

    Further analysis showed that the average annual revenue of women-owned firms in 2024 increased 15% to nearly $520,000, although expenses rose as well.

    The Biz2Credit Women-Owned Business Study examined financial indicators including annual revenue, operating expenses, earnings, age of business, credit scores, funding rates, and funding amounts of companies that applied for credit on Biz2Credit’s online platform in 2024.

    “The funding rate and average loan amount for women-owned businesses rose in 2024, which is good news,” said Rohit Arora, CEO and co-founder of Biz2Credit and one of the nation’s leading experts in small business finance. “The percentage of funding applications from women was 36%, compared to 29% for men last year. Women-owned businesses have also shortened the gap in average funding size to just 20% less than men-owned businesses, a significant improvement compared to last year’s difference of 40%.”

    “All is not rosy, however,” Arora added. “Women business owners, along with their male counterparts, saw expenses rise significantly largely because of inflation in 2024. SMBs are hoping that costs will come down, although it has not happened yet.”

    Key Findings:

    • The Funding Rate for women-owned businesses rose from 35% in 2023 to 36% in 2024. In contrast to their male counterparts, the funding rate for men-owned firms was 29% in 2024.
    • The Average Funding Size for women-owned businesses was $67,035 in 2024, a 25% increase from $53,678 in 2023. In comparison, men-owned businesses saw an increase of 7% in average loan sizes, up from $75,045 in 2023 to $80,140 in 2024.
    • The Average Age of Business (in months) for women-owned businesses increased 10 months YoY, from 62 in 2023 to 72 months (6 years) in 2024, but remains 14 months lower than men-owned businesses, up from 72 in 2023 to 86 (slightly more than 7 years) in 2024.
    • The Average Credit Score for women business owners increased by 10 points, from 643 in 2023 to 653 in 2024. Credit scores for male business owners also increased 10 points, from 660 in 2023 to 670 in 2024.
    • Financing Applications by State: California had the highest percentage (12.8%) of funding applications of women-owned businesses, followed by the 2023 leader, Florida (12.5%) and Texas (10%).
    • Financing Applications by Industry: Services (except Public Administration) was the largest industry represented by women-owned companies (14.9%) in the Biz2Credit study, followed by Healthcare and Social Assistance (14.5%), Retail Trade (13.5%) Accommodation and Food Services (12.1%), and Professional, Scientific, and Technical Service (9.5%).
    • Average Annual Revenue for women-owned businesses increased 15%, from $451,443 in 2023 to $519,886 in 2024, while male-owned businesses rose 8%, from $688,611 in 2023 to $743,643 in 2024. The revenue gap between women-owned and men-owned businesses was $223,757 in 2024.
    • Average Operating Expenses of women-owned businesses increased 38%, from $363,909 in 2023 to $503,8426 in 2024. Men-owned business also saw a 31% increase in average operating expenses.

    Comparing Women-Owned and Men-Owned Businesses: A Year-over-Year Analysis

      2023 2024
    Categories Women Men Women Men
    Average Revenue $451,443 $688,611 $519,886 $743,643
    Average Operating Expenses $363,909 $541,602 $503,426 $711,670
    Average Age of Business (months) 62 72 72 86
    Average Credit Score* 643 660 653 670
    Average Funding Size $53,678 $75,045 $67,035 $80,140
    Funding Rate 35 30 36 29


    Comparison of Women-Owned and Men-Owned Businesses Year-over-Year (YoY)

    Categories Women
    YoY Difference
    Men
    YoY Difference
    Average Revenue +15% +8%
    Average Operating Expenses +38% +31%
    Average Age of Business (months) +10 +14  
    Average Credit Score* (points) +10 +10
    Average Funding Size +25% +7%
    Funding Rate +3% -3%

    *Average credit score is derived from the personal FICO credit scores of business owners.

    Top 5 Financing Applications by State in 2024 for Women-Owned Businesses

    States Women
    California 12.8%
    Florida 12.5%
    Texas 10%
    Georgia 6.6%
    New York 5.1%


    Top 5 Financing Applications by Industry in 2024 for Women-Owned Businesses

    Industries Women
    Other Services (except Public Administration) 14.9%
    Health Care and Social Assistance 14.5%
    Retail Trade 13.5%
    Accommodation and Food Services 12.1%
    Professional, Scientific, and Technical Services 9.5%


    Importance of Women-Owned Businesses

    During 2024, women-owned businesses had an estimated $2.1 trillion in receipts, 11.4 million employees, and $508.5 billion in annual payroll, as reported by Census Bureau (Nov. 2024).

    According to the National Women’s Business Council (NWBC) Annual Report, there are 14.5 million women-owned businesses that account for 39.2% of all businesses in the U.S. This number is a 11.5% increase from 2019 to 2024 and demonstrates that women-owned firms emerged stronger from the COVID pandemic than they did from the 2008 financial crisis.

    Methodology

    The dataset for Biz2Credit’s Women-Owned Business Study comprises over 53,000 completed commercial funding applications received via the Biz2Credit platform in 2024. The four most important variables in the analysis were: annual revenue, operating expenses, age of business, and personal credit score. The data was then tabulated to examine women-owned and men-owned businesses based on annual revenue, operating expenses, age of business, personal credit score, funding rate, and average loan size. The study looked at 20 different industries, as well as geography.

    About Biz2Credit

    Founded in 2007, Biz2Credit has helped thousands of companies access more than $10 billion in small business financing. The company is expanding its industry-leading Biz2X technology in custom digital platform solutions for banks and other financial institutions, investors, and service providers. Visit www.biz2credit.com, LinkedIn, Instagram, Facebook, and X (formerly Twitter).

    Media Contact: John Mooney, (908) 720-6057, john@overthemoonpr.com

    The MIL Network –

    March 7, 2025
  • MIL-OSI: Notice to Aktia Bank Plc’s Annual General Meeting 2025

    Source: GlobeNewswire (MIL-OSI)

    Aktia Bank Plc
    Stock Exchange Release
    6 March 2025 at 1.00 p.m.

    Notice to Aktia Bank Plc’s Annual General Meeting 2025

    Notice is hereby given to Aktia Bank Plc shareholders that the Annual General Meeting will be held on Thursday, 3 April 2025 at 4.00 p.m. at Pikku-Finlandia, address Karamzininranta 4, Helsinki. Persons who have registered for the meeting will be welcomed and voting sheets will be distributed from 3.00 p.m. onwards.

    Shareholders of Aktia Bank Plc can also exercise their voting rights by voting in advance. Instructions for advance voting are set out in section C of this notice to the Annual General Meeting.

    It is possible to follow the Annual General Meeting via webcast. Instructions on how to follow the webcast are available on the company’s website www.aktia.com/en/investors/corporate-governance/annual-general-meeting. It is not possible to ask questions, make counterproposals, make other interventions, or vote via webcast. Following the meeting via webcast shall not be considered as participation in the Annual General Meeting or as the exercise of shareholders’ rights.

    A. Matters to be discussed at the Annual General Meeting

    The agenda of the Annual General Meeting will be as follows:

    1.   Opening of the meeting

    2.   Calling the meeting to order

    3.   Election of persons to scrutinise the minutes and to supervise the counting of votes

    4.   Recording the legality of the meeting

    5.   Recording the attendance at the meeting and adoption of the list of votes

    6.   Presentation of the financial statements, consolidated financial statements, report by the Board of Directors and Auditor’s report for 2024

    CEO’s presentation.

    The company’s financial statements and Annual Report, including the report by the Board of Directors, sustainability report, the Auditor’s report and the assurance report on sustainability reporting, will be published no later than 13 March 2025, after which they are available on the company’s website at www.aktia.com.

    7.   Adoption of the financial statements and the consolidated financial statements

    The Board of Directors proposes that the Annual General Meeting adopts the financial statements. The company’s auditor has recommended adopting the financial statements.

    8.   Resolution on the use of the profit shown in the balance sheet and the payment of dividend

    The Board of Directors proposes that a dividend of EUR 0.82 per share shall be paid for the financial year 2024.

    Shareholders registered in the register of shareholders of the company maintained by Euroclear Finland Ltd on the record date for the dividend payment 7 April 2025 are entitled to the dividend. The Board of Directors proposes that the dividend shall be paid out on 14 April 2025 in accordance with the rules of Euroclear Finland Ltd.

    9.   Resolution on the discharge from liability of the members of the Board of Directors, the CEO and his deputy

    10.   Handling of the Remuneration Report of the governing bodies

    The Board of Directors proposes to the Annual General Meeting that the Remuneration Report for the company’s governing bodies be confirmed.

    The 2024 Remuneration Report of the company’s governing bodies will be published no later than 13 March 2025, after which it is available on the company’s website at www.aktia.com.

    11.   Resolution on remuneration for the members of the Board

    The Nomination Board proposes that the remuneration for the Board of Directors for the term be unchanged and determined as follows:

    • Chair, EUR 75,000 (2024: EUR 75,000)
    • Deputy Chair, EUR 50,000 (2024: EUR 50,000)
    • member, EUR 40,000 (2024: EUR 40,000)

    Annual remunerations for the Chairs of each Committee as well as meeting remunerations are proposed to be unchanged, meaning that it is proposed that the Chair of each Committee will further receive an annual remuneration of EUR 8,000. The proposed meeting remuneration for Board and Committee meetings is EUR 700 per attended meeting for each person (EUR 700 per attended meeting for each person in 2024). If participation in a board meeting requires travelling outside the board member’s country of residence, the remuneration for board meeting is EUR 1,400 per attended meeting for each person (EUR 1,400 per attended meeting for each person in 2024). The remuneration of the members of the Board is not treated as income forming basis for earnings-related pension. Compensation for travel and accommodation expenses as well as a daily allowance is paid in line with the Finnish Tax Administration’s guidelines and the travel instructions of the company.

    The Nomination Board proposes that approximately 40% of the annual remuneration (gross amount) shall be paid to the members in the form of Aktia shares. The company will on account of the Board members acquire Aktia shares on the market to the price that is formed through public trading or it will transfer the company’s own shares to the Board members and the rest of the annual remuneration payable is paid in cash. The shares are acquired or transferred during a two-week time period from the day following the company’s interim report for 1 January 2025–31 March 2025 is disclosed or as soon as possible in accordance with applicable legislation. If the remuneration can’t be paid in shares, it can be paid in cash entirely. The company will be responsible for all expenses and the possible transfer tax for acquiring or transferring the shares.

    12.   Resolution on the number of members of the Board of Directors

    The Shareholders’ Nomination Board proposes that the number of members of the Board of Directors be decreased from nine (9) to seven (7) members. However, should any of the candidates proposed under section 13 below not be able to attend the Board, the proposed number of Board members shall be decreased accordingly.

    13.   Election of members of the Board of Directors

    The Shareholders’ Nomination Board proposes that of the present members of the Board of Directors Joakim Frimodig, Carl Haglund, Maria Jerhamre Engström, Harri Lauslahti and Matts Rosenberg, based on their consent, shall be re-elected for a term continuing until the next Annual General Meeting has concluded. For more information on the members of the Board of Directors proposed to be re-elected, please see the company’s website at www.aktia.com. The Board members of Aktia Bank Ann Grevelius, Sari Pohjonen, Johannes Schulman and Lasse Svens have informed that they will not be available for re-election.

    The Shareholders’ Nomination Board also proposes that Hanne Katrama and Sari Somerkallio are elected as new members of the Board of Directors for the same term, based on their consent. Further information on the new Board members proposed to be elected have been attached to this notice and can be found on the company’s website at www.aktia.com closer to the company’s Annual General Meeting.

    Should any of the candidates presented above not be able to attend the Board, the available candidates are proposed to be elected accordingly.

    All the proposed persons are independent in relation to the company according to the definition of the Corporate Governance Code. Only Matts Rosenberg is not independent of a significant shareholder since he is the Chair of the board of RG Partners Oy, the largest shareholder (10.13%) of Aktia Bank. In addition, Rosenberg is the CEO of Rettig Oy Ab, which is the largest owner of RG Partners Oy.

    All the proposed persons have informed that they intend, if they are elected, to re-elect Matts Rosenberg amongst them as Chair of the Board of Directors and to elect Joakim Frimodig as Deputy Chair.

    14.   Resolution on the auditor’s and sustainability reporting assurance provider’s remuneration

    The Board of Directors proposes, based on the recommendation of the Board of Directors’ Audit Committee, that remuneration shall be paid to the auditor against the auditor’s reasonable invoice. The Board of Directors also proposes that remuneration shall be paid to the sustainability reporting assurance provider against a reasonable invoice for measures related to the assurance of sustainability reporting.

    15.   Determination of the number of auditors and sustainability reporting assurance providers

    The Board of Directors proposes, based on the recommendation of the Board of Directors’ Audit Committee, that the number of auditors and sustainability reporting assurance providers shall be one (1).

    16.   Election of the auditor and the sustainability reporting assurance provider

    The Board of Directors proposes, based on the recommendation of the Board of Directors’ Audit Committee, that KPMG Oy Ab, a firm of authorised public accountants, shall be elected as auditor, with Tiia Kataja, APA, as auditor-in-charge. The Board of Directors also proposes, based on the recommendation of the Board of Directors’ Audit Committee, that KPMG Oy Ab, an Authorised Sustainability Audit Firm, shall be elected as sustainability reporting assurance provider, with Tiia Kataja, Authorised Sustainability Auditor (ASA), as sustainability reporting assurance provider-in-charge. The auditor and the sustainability reporting assurance provider shall be elected for a term of office beginning when the Annual General Meeting 2025 has ended and continuing up until the Annual General Meeting 2026 has ended.

    17.   Authorising the Board of Directors to decide on one or more issues of shares or special rights entitling to shares referred to in Chapter 10 of the Finnish Companies Act

    The Board of Directors proposes that the General Meeting authorises the Board of Directors to issue shares, or special rights entitling to shares referred to in Chapter 10 of the Companies Act, as follows:

    A maximum amount of 7,316,000 shares can be issued based on this authorisation, which corresponds to approximately 10% of all shares in the company.

    The Board of Directors is authorised to decide on all terms for issues of shares and of special rights entitling to shares. The authorisation concerns the issuance of new shares. Issues of shares or of special rights entitling to shares can be carried out in deviation from the shareholders’ pre-emptive subscription right to the company’s shares (directed share issue).

    The Board of Directors has the right to use this authorisation, among other things, to strengthen the company’s capital base, for the company’s share-based incentive scheme, acquisitions and/or other corporate transactions.

    The authorisation is effective for 18 months from the resolution by the General Meeting and revokes the issue authorisation given by the Annual General Meeting on 3 April 2024.

    18.   Authorising the Board of Directors to decide on the acquisition of the company’s own shares

    The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to decide on the acquisition of 500,000 shares at a maximum, corresponding to approximately 0.7% of the total number of shares in the company.

    The company’s own shares may be acquired in one or several tranches using the unrestricted equity of the company.

    The company’s own shares may be acquired at a price formed in public trading on the date of the acquisition, or at a price otherwise prevailing on the market. The company’s own shares may be acquired in a proportion other than that of the shares held by the shareholders (directed acquisition).

    The company’s own shares may be acquired to be used in the company’s share-based incentive schemes and/or for the remuneration of the members of the Board of Directors, for further transfer, retention, or cancellation.

    The Board of Directors is authorised to decide on all additional terms concerning the acquisition of the company’s own shares.

    The authorisation is effective for 18 months from the resolution by the General Meeting and revokes the authorisation to purchase the company’s own shares given by the Annual General Meeting on 3 April 2024.

    19.   Authorising the Board of Directors to decide to divest the company’s own shares

    The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to decide on divesting own shares held by the company, as follows.

    Based on the authorisation, a maximum of 500,000 shares may be divested.

    Board of Directors is authorised to decide on all additional terms concerning the divestment of the company’s own shares. The divestment of the company’s own shares can be carried out in deviation from the shareholders’ pre-emptive subscription rights to shares in the company (directed share issue), e.g., for implementing the company’s incentive programs and for remuneration, including divesting the company’s own shares to board members for payment of board remuneration.

    The authorisation is effective for 18 months from the resolution by the General Meeting and revokes the authorisation to divest the company’s own shares given by the Annual General Meeting on 3 April 2024.

    20.   Closing of the meeting

    B. Documents of the Annual General Meeting

    The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Aktia Bank Plc’s website www.aktia.com. Aktia Bank Plc’s Annual Report including the company’s financial statements, the report by the Board of Directors (including the sustainability report), the Auditor’s report and the assurance report on sustainability reporting, and the 2024 Remuneration Report of the governing bodies, will be available on the above-mentioned website on 13 March 2025, at the latest. The minutes of the Annual General Meeting will be available on the above-mentioned website on 17 April 2025, at the latest.

    C. Instructions for the participants in the Annual General Meeting

    1. Shareholders registered in the shareholders’ register

    Each shareholder, who is registered in the company’s register of shareholders maintained by Euroclear Finland Ltd as at 24 March 2025, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered in their personal Finnish book-entry account is registered in the company’s register of shareholders. Any changes in the ownership of shares that have occurred after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting nor the number of votes of the shareholder.

    Registration for the Annual General Meeting starts on 7 March 2025 at 10.00 a.m. Shareholders who are registered in the company’s register of shareholders and who wish to participate in the Annual General Meeting must register for the General Meeting by 4.00 p.m. on 27 March 2025, at the latest. Participants can register for the Annual General Meeting:

    a) through the company’s website www.aktia.com/en/investors/corporate-governance/annual-general-meeting. Electronic registration requires strong identification of the shareholder or his/her legal representative or proxy with a Finnish, Swedish or Danish bank ID or mobile certificate;

    b) by e-mail to Innovatics Ltd at agm@innovatics.fi. A shareholder registering by e-mail shall include in the message the registration form available on the company’s website www.aktia.com/en/investors/corporate-governance/annual-general-meeting and a possible advance voting form or equivalent information; or

    c) by mail to Innovatics Ltd, Annual General Meeting / Aktia Bank Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki. A shareholder registering by mail shall include in the message the registration form available on the company’s website www.aktia.com/en/investors/corporate-governance/annual-general-meeting and a possible advance voting form or equivalent information.

    When registering, please provide the necessary information, such as the shareholder’s name, date of birth or business ID, contact details, the name of any assistant or proxy representative and the proxy’s date of birth. The personal data provided by shareholders to Aktia Bank Plc or Innovatics Ltd will only be used in connection with the Annual General Meeting and the processing of the necessary registrations related thereto.

    The shareholder, his/her representative or proxy must be able to prove his/her identity and/or right of representation at the meeting. Further information on the use of proxy and power of attorney are described below in section C 3.

    Further information on registration and advance voting is available by telephone during the registration period of the Annual General Meeting by calling at +358 10 2818 909 on weekdays from 9.00 a.m. to 12.00 p.m. and from 1.00 p.m. to 4.00 p.m.

    2. Owners of nominee registered shares

    A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting 24 March 2025 would be entitled to be registered in the company’s register of shareholders maintained by Euroclear Finland Ltd. Participation also requires that the shareholder has been entered into the company’s temporary register of shareholders, maintained by Euroclear Finland Ltd, on the basis of such shares by 31 March 2025 at 10.00 a.m. at the latest. In the case of nominee-registered shares, this is considered registration for the Annual General Meeting. Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the shareholder’s voting rights.

    The holder of nominee-registered shares is advised to request well in advance the necessary instructions from his/her custodian bank regarding temporary registration in the register of shareholders, the issuing of proxy documents and voting instructions, registration, and attendance at the Annual General Meeting and, if necessary, advance voting. The account manager of the custodian bank shall register the holder of nominee-registered shares attending the Annual General Meeting in the temporary register of shareholders of the company by the aforementioned date and time at the latest and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares.

    3. Proxy representatives and powers of attorney

    A shareholder may attend the Annual General Meeting and exercise his/her rights there through a proxy representative. A shareholder’s proxy may also elect to vote in advance as described in this notice if he/she so wishes. The proxy representative shall authenticate to the electronic registration service and advance voting personally with strong authentication, after which he/she will be able to register and vote in advance on behalf of the shareholder that he/she represents. The shareholder’s proxy must present dated proxy documents, or otherwise in a reliable manner prove that he/she is entitled to represent the shareholder at the Annual General Meeting. You can prove your right to representation by using the Suomi.fi e-Authorisations service available in the electronic registration service.

    Model proxy documents and voting instructions are available on the company’s website www.aktia.com/en/investors/corporate-governance/annual-general-meeting. If a shareholder participates in the Annual General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.

    Proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Ltd, Annual General Meeting / Aktia Bank Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or his/her proxy shall register for the Annual General Meeting in the manner described above in this notice.

    4. Advance voting

    A shareholder whose shares in the company are registered in his/her personal Finnish book-entry account may vote in advance between 7 March 2025 and 27 March 2025 on certain items on the agenda of the Annual General Meeting

    a) via the company’s website at www.aktia.com/en/investors/corporate-governance/annual-general-meeting. Login to the service is done in the same way as for registration in section C.1 of this notice;

    b) by mail by submitting the advance voting form available on the company’s website or equivalent information to Innovatics Ltd at Innovatics Ltd, Annual General Meeting / Aktia Bank Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland; or

    c) by e-mail by submitting the advance voting form available on the company’s website or equivalent information to Innovatics Ltd by e-mail at agm@innovatics.fi.

    Advance votes must be received by the time the advance voting ends. The submission of votes by mail or e-mail before the end of the registration and advance voting period shall be considered registration for the Annual General Meeting, provided that it contains the abovementioned information required for registration.

    A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Finnish Companies Act unless he/she attends the Annual General Meeting in person or by proxy at the meeting venue.

    With respect to nominee registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom he/she represents in accordance with the voting instructions given by them during the registration period set for the nominee-registered shareholders.

    Proposals for resolution that are subject to advance voting are deemed to have been made at the Annual General Meeting without any changes.

    5. Further instructions for attendees of the Annual General Meeting

    The official language of the meeting is Swedish, but the meeting will be partly conducted also in Finnish. Shareholders may address the meeting and present questions in both Swedish and Finnish. There is no simultaneous interpretation at the meeting.

    Shareholders present at the Annual General Meeting have the right to present questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Companies Act.

    Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the shareholder’s voting rights.

    Shareholders are welcome to participate in coffee service arranged after the meeting.

    On the date of this notice to the Annual General Meeting the total number of shares in Aktia Bank Plc is 73,161,696 shares, representing 73,161,696 votes. The company holds on the date of this notice a total number of 56,708 of its own shares. The shares held by the company on the record date of the Annual General Meeting do not entitle to vote at the Annual General Meeting.

    Helsinki, 6 March 2025

    AKTIA BANK PLC
    BOARD OF DIRECTORS

    Appendix 1: information on the proposed new members of the Board of Directors

    For more information, please contact:
    Lasse Svens, Chair of the Board, tel. +358 500 562 945
    Ari Syrjäläinen, General Counsel, tel. +358 10 247 6350

    Distribution:
    Nasdaq Helsinki Ltd
    Central media
    www.aktia.com

    Aktia is a Finnish asset manager, bank and life insurer that has been creating wealth and wellbeing from one generation to the next for 200 years. We serve our customers in digital channels everywhere and face-to-face in our offices in the Helsinki, Turku, Tampere, Vaasa and Oulu regions. Our award-winning asset management business sells investment funds internationally. We employ approximately 850 people around Finland. Aktia’s assets under management (AuM) on 31 December 2024 amounted to EUR 14.0 billion, and the balance sheet total was EUR 11.9 billion. Aktia’s shares are listed on Nasdaq Helsinki Ltd (AKTIA). aktia.com.

    Attachment

    • Attachment_Information_on_proposed_new_Board_members_for_Aktia_Bank

    The MIL Network –

    March 7, 2025
  • MIL-OSI Asia-Pac: Breakthrough in Laser Welding Technology: Revolutionizing Half a Century of Traditional Structural Steel Manufacturing

    Source: Republic Of China Taiwan 2

    The Department of Industrial Technology of Ministry of Economic Affairs’ officially launched its Technology R&D Pavilion at TIMTOS 2025 (Taipei International Machine Tool Show) on March 3. The pavilion showcases 24 key high-end machine tool technologies from three research institutions, namely, the Industrial Technology Research Institute (ITRI), the Precision Machinery Research & Development Center (PMC), and the Metal Industries Research & Development Centre (MIRDC), which have already been successfully adopted by domestic machine tool manufacturers and end users. Among these innovations, ITRI and Taiwan Mask Corporation have jointly developed the world’s first H-Beam Laser Welding Technology, which employs digital twins and AI techniques to achieve desired weld qualities by using high-power laser. This groundbreaking technology has not only won the 2025 International Edison Awards but also started replacing the arc welding method used by the local industry for the past 50 years. The new process increases production capacity by fivefold while significantly reducing welding time and energy consumption. This success of the technology development has also resulted in the approval of a new national CNS standard for laser welding of structural steel manufacturing. Mass production of H-beams by the new technology has already commenced in the Science and Industrial Park in Tainan City. President Lai Ching-te praised the development and application of this pioneering technology during his tour of TIMTOS 2025.

    MIL OSI Asia Pacific News –

    March 7, 2025
  • MIL-OSI Asia-Pac: NHRC, India takes suo motu cognisance of the reported ostracisation of 30 people of 8 families by a village chief over a land dispute in Sambavarvadakarai town, Tenkasi, Tamil Nadu

    Source: Government of India

    NHRC, India takes suo motu cognisance of the reported ostracisation of 30 people of 8 families by a village chief over a land dispute in Sambavarvadakarai town, Tenkasi, Tamil Nadu

    The victim families were barred from accessing local stores, other facilities, and communicating with other residents

    Issues notice to the District Collector, Tenkasi, Tamil Nadu calling for a detailed report within two weeks

    Posted On: 06 MAR 2025 12:25PM by PIB Delhi

    The National Human Rights Commission (NHRC), India has taken suo motu cognisance of a media report that a village chief ostracised all the members of a family when they initiated a legal battle against a man over land encroachment in Sambavarvadakarai town in Tenkasi district, Tamil Nadu. Seven other families were also ostracised when they supported this family. Reportedly, the police arrested 30 people of 8 families when they protested in front of the office of the District Collector against their ostracism.

    The Commission has observed that the contents of the news report, if true, raise a serious issue of violation of human rights of the victim families. Therefore, it has issued notice to the District Collector, Tenkasi, Tamil Nadu calling for a detailed report within two weeks.

    According to the media report, carried on 20th February, 2025, the victim families were barred from accessing local stores, other facilities, and communicating with other residents. Reportedly, the Revenue Divisional Officer instead of taking action against the village chief organised a peace talk with him to revoke his instructions but to no avail.

    ***

    NSK

    (Release ID: 2108730) Visitor Counter : 64

    MIL OSI Asia Pacific News –

    March 6, 2025
  • MIL-OSI: JD.com Announces Fourth Quarter and Full Year 2024 Results, and Annual Dividend

    Source: GlobeNewswire (MIL-OSI)

    BEIJING, March 06, 2025 (GLOBE NEWSWIRE) — JD.com, Inc. (NASDAQ: JD and HKEX: 9618 (HKD counter) and 89618 (RMB counter), the “Company” or “JD.com”), a leading supply chain-based technology and service provider, today announced its unaudited financial results for the three months and the full year ended December 31, 2024 and an annual cash dividend for the year ended December 31, 2024.

    Fourth Quarter and Full Year 2024 Highlights

    • Net revenues were RMB347.0 billion (US$147.5 billion) for the fourth quarter of 2024, an increase of 13.4% from the fourth quarter of 2023. Net revenues were RMB1,158.8 billion (US$158.8 billion) for the full year of 2024, an increase of 6.8% from the full year of 2023.
    • Income from operations was RMB8.5 billion (US$1.2 billion) for the fourth quarter of 2024, compared to RMB2.0 billion for the fourth quarter of 2023. Operating margin was 2.4% for the fourth quarter of 2024, compared to 0.7% for the fourth quarter of 2023. Non-GAAP2income from operations was RMB10.5 billion (US$1.4 billion) for the fourth quarter of 2024, compared to RMB7.8 billion for the fourth quarter of 2023. Non-GAAP operating margin was 3.0% for the fourth quarter of 2024, compared to 2.5% for the fourth quarter of 2023. Income from operations was RMB38.7 billion (US$5.3 billion) for the full year of 2024, compared to RMB26.0 billion for the full year of 2023. Operating margin was 3.3% for the full year of 2024, compared to 2.4% for the full year of 2023. Non-GAAP income from operations was RMB44.0 billion (US$6.0 billion) for the full year of 2024, compared to RMB35.4 billion for the full year of 2023. Non-GAAP operating margin was 3.8% for the full year of 2024, compared to 3.3% for the full year of 2023.
    • Net income attributable to the Company’s ordinary shareholders was RMB9.9 billion (US$1.4 billion) for the fourth quarter of 2024, compared to RMB3.4 billion for the fourth quarter of 2023. Net margin attributable to the Company’s ordinary shareholders was 2.8% for the fourth quarter of 2024, compared to 1.1% for the fourth quarter of 2023. Non-GAAP net income attributable to the Company’s ordinary shareholders was RMB11.3 billion (US$1.5 billion) for the fourth quarter of 2024, compared to RMB8.4 billion for the fourth quarter of 2023. Non-GAAP net margin attributable to the Company’s ordinary shareholders was 3.3% for the fourth quarter of 2024, compared to 2.7% for the fourth quarter of 2023. Net income attributable to the Company’s ordinary shareholders was RMB41.4 billion (US$5.7 billion) for the full year of 2024, compared to RMB24.2 billion for the full year of 2023. Net margin attributable to the Company’s ordinary shareholders was 3.6% for the full year of 2024, compared to 2.2% for the full year of 2023. Non-GAAP net income attributable to the Company’s ordinary shareholders was RMB47.8 billion (US$6.6 billion) for the full year of 2024, compared to RMB35.2 billion for the full year of 2023. Non-GAAP net margin attributable to the Company’s ordinary shareholders was 4.1% for the full year of 2024, compared to 3.2% for the full year of 2023.
    • Diluted net income per ADS was RMB6.47 (US$0.89) for the fourth quarter of 2024, an increase of 203.8% from RMB2.13 for the fourth quarter of 2023. Non-GAAP diluted net income per ADS was RMB7.42 (US$1.02) for the fourth quarter of 2024, an increase of 40.0% from RMB5.30 for the fourth quarter of 2023. Diluted net income per ADS was RMB26.86 (US$3.68) for the full year of 2024, an increase of 76.4% from RMB15.23 for the full year of 2023. Non-GAAP diluted net income per ADS was RMB31.07 (US$4.26) for the full year of 2024, an increase of 40.1% from RMB22.17 for the full year of 2023.

    “We are pleased to report a strong quarter to close out 2024 amidst rebounding consumption. Our topline growth returned to double digits year-on-year, and bottom line also achieved healthy expansion. In addition, most of our product categories as well as key metrics such as our quarterly active users and shopping frequency saw strong double-digit growth year-on-year in Q4, reflecting our growing mindshare among consumers,” said Sandy Xu, Chief Executive Officer of JD.com. “We head into 2025 with more optimism, as consumption sentiment steadily picks up, and we continue to unlock high-quality growth potentials with our strong execution of strategic priorities.”

    “In the fourth quarter, our total revenues increased by 13.4% year-on-year. The momentum was broad-based across multiple categories and revenue streams, reflecting positive macro consumption trends and JD’s expanding market share,” said Ian Su Shan, Chief Financial Officer of JD.com. “Our profitability also continued to rise year-on-year throughout 2024, driven by our optimization in cost and operating efficiency. As we are confident to head towards our long-term profitability target, we are excited to announce an increased annual cash dividend for 2024 which, alongside our on-going US$5.0 billion share repurchase program, further demonstrates JD’s commitment to shareholder return.”

    Dividend Payment

    The Company announced that its board of directors (the “Board”) approved an annual cash dividend for the year ended December 31, 2024 of US$0.5 per ordinary share, or US$1.0 per ADS, to holders of ordinary shares and holders of ADSs, respectively, as of the close of business on April 8, 2025 Beijing/Hong Kong Time and New York Time, respectively, payable in U.S. dollars. The aggregate amount of the dividend is expected to be approximately US$1.5 billion, as calculated on the current number of the Company’s total issued and outstanding shares, which may be subject to minor adjustment by the record date. The payment date is expected to be on or around April 23, 2025 and on or around April 29, 2025 for holders of ordinary shares and holders of ADSs, respectively.

    Updates of Share Repurchase Program

    The Company repurchased a total of approximately 255.3 million Class A ordinary shares (equivalent of 127.6 million ADSs) for a total of approximately US$3.6 billion during the year ended December 31, 2024. All of these ordinary shares were repurchased from both Nasdaq and the Hong Kong Stock Exchange pursuant to the Company’s share repurchase programs publicly announced. The total number of shares repurchased by the Company for the year ended December 31, 2024 amounted to approximately 8.1% of its ordinary shares outstanding as of December 31, 20233.

    The Company has fully utilized the repurchase amount authorized under its US$3.0 billion share repurchase program announced in March 2024, with all of the 207 million Class A ordinary shares (equivalent of 104 million ADSs) repurchased under the program cancelled.

    In addition, the Company adopted and announced a new share repurchase program (the “New Share Repurchase Program”) in August 2024. Pursuant to the New Share Repurchase Program effective from September 2024, the Company may repurchase up to US$5.0 billion worth of its shares (including ADSs) over the next 36 months through the end of August 2027.

    Business Highlights

    • JD Retail:

      In January 2025, JD.com announced comprehensive upgrades to its PLUS membership, introducing a “Lifestyle Service Package” that allows members to redeem PLUS credits for seven services, including home cleaning, laundry, car wash and delivery, among other things. JD PLUS members will also enjoy a new “180-Day Replacement over Repair” policy for self-operated electronics and home appliances products in cases of any quality defects. Additionally, the “Unlimited Free Shipping” service has been expanded to cover the self-operated offerings on JD NOW, the on-demand retail business of the Company.

    • JD Health:

      In the fourth quarter of 2024, JD Health further boosted up its service offerings with the expansion of its “Express Test at Your Doorstep” program, safeguarding more people’s health during periods of high incidence of respiratory illnesses. As of the end of the quarter, JD Health had launched 149 express testing products, with the service available in 12 core cities in China, covering a total population of over 150 million.

    • JD Logistics:

      During the 2024 JD Singles Day Grand Promotion, JD Logistics’s (“JDL’s”) express delivery business celebrated the first anniversary of its upgraded offerings in Hong Kong and Macau. It provides seamless door-to-door delivery and other differentiated services in the regions, such as night-time pickups and intra-city delivery within as fast as four hours, significantly improving the online shopping and shipping experience for local customers. This in turn drives JDL’s rapid order volume growth in the regions.

      In the fourth quarter of 2024, JDL further outlined its overseas roadmap. In particular, it will drive simultaneous progress of building its global warehouse network, air freight network, and express delivery capabilities. These efforts will enable JDL to provide integrated supply chain solutions to overseas customers, China-based brands expanding overseas, and cross-border merchants, driving toward the ultimate in delivering hassle-free and efficient supply chain logistics services globally.

    Environment, Social and Governance

    • JD.com has been committed to providing admirable, fulfilling, and rewarding job opportunities for its workforce from day one. As of December 31, 2024, over 1,200 frontline employees have retired from JDL, with roles spanning from couriers to sorters, freight drivers and others from across China. These retirees have received comprehensive retirement benefits including elderly care, medical treatment, and injury compensation, and headed to post-career lives with safeguards.
    • As a testament to JD.com’s unwavering commitment to creating more jobs and making contribution to the society, the Company’s total expenditure for human resources, including both its own employees and external personnel who work for the Company, amounted to RMB116.1 billion for the year ended December 31, 2024. The Company’s total number of employees was approximately 570,000 as of December 31, 2024. Together with the Company’s part-time staff and interns, as well as the personnel of the Company’s affiliates, the total personnel under the JD Ecosystem4 was approximately 670,000.
    • In January 2025, JDL’s independently developed MRV-T digital carbon reduction technology (carbon footprint monitoring, reporting, verification, and tracking) was included in the “Green Technology Promotion Catalogue (2024 Edition)” issued by the National Development and Reform Commission and other authorities, the only green technology that won the honor in the logistics industry with a focus on environmental sustainability.

    Fourth Quarter 2024 Financial Results

    Net Revenues. Net revenues increased by 13.4% to RMB347.0 billion (US$47.5 billion) for the fourth quarter of 2024 from RMB306.1 billion for the fourth quarter of 2023. Net product revenues increased by 14.0%, while net service revenues increased by 10.8% for the fourth quarter of 2024, compared to the fourth quarter of 2023.

    Cost of Revenues. Cost of revenues increased by 11.9% to RMB293.9 billion (US$40.3 billion) for the fourth quarter of 2024 from RMB262.6 billion for the fourth quarter of 2023.

    Fulfillment Expenses. Fulfillment expenses, which primarily include procurement, warehousing, delivery, customer service and payment processing expenses, increased by 16.4% to RMB20.1 billion (US$2.8 billion) for the fourth quarter of 2024 from RMB17.3 billion for the fourth quarter of 2023. Fulfillment expenses as a percentage of net revenues was 5.8% for the fourth quarter of 2024, compared to 5.6% for the fourth quarter of 2023.

    Marketing Expenses. Marketing expenses increased by 28.4% to RMB16.8 billion (US$2.3 billion) for the fourth quarter of 2024 from RMB13.1 billion for the fourth quarter of 2023. Marketing expenses as a percentage of net revenues was 4.9% for the fourth quarter of 2024, compared to 4.3% for the fourth quarter of 2023, primarily due to the increased spending in promotion activities.

    Research and Development Expenses. Research and development expenses increased by 1.0% to RMB4.4 billion (US$0.6 billion) for the fourth quarter of 2024 from RMB4.3 billion for the fourth quarter of 2023. Research and development expenses as a percentage of net revenues was 1.3% for the fourth quarter of 2024, compared to 1.4% for the fourth quarter of 2023.

    General and Administrative Expenses. General and administrative expenses increased by 3.3% to RMB2.5 billion (US$0.3 billion) for the fourth quarter of 2024 from RMB2.4 billion for the fourth quarter of 2023. General and administrative expenses as a percentage of net revenues was 0.7% for the fourth quarter of 2024, compared to 0.8% for the fourth quarter of 2023.

    Income from Operations and Non-GAAP Income from Operations. Income from operations increased by 319.3% to RMB8.5 billion (US$1.2 billion) for the fourth quarter of 2024 from RMB2.0 billion for the fourth quarter of 2023. Operating margin was 2.4% for the fourth quarter of 2024, compared to 0.7% for the fourth quarter of 2023. Non-GAAP income from operations increased by 34.4% to RMB10.5 billion (US$1.4 billion) for the fourth quarter of 2024 from RMB7.8 billion for the fourth quarter of 2023. Non-GAAP operating margin was 3.0% for the fourth quarter of 2024, compared to 2.5% for the fourth quarter of 2023. Operating margin of JD Retail before unallocated items for the fourth quarter of 2024 was 3.3%, compared to 2.6% for the fourth quarter of 2023.

    Non-GAAP EBITDA. Non-GAAP EBITDA increased by 29.7% to RMB12.5 billion (US$1.7 billion) for the fourth quarter of 2024 from RMB9.7 billion for the fourth quarter of 2023. Non-GAAP EBITDA margin was 3.6% for the fourth quarter of 2024, compared to 3.2% for the fourth quarter of 2023.

    Others, net. “Others, net” was a gain of RMB3.5 billion (US$0.5 billion) for the fourth quarter of 2024, compared to a gain of RMB1.7 billion for the fourth quarter of 2023, the variance was primarily due to fluctuations in investment gains or losses from equity investments.

    Net Income Attributable to the Company’s Ordinary Shareholders and Non-GAAP Net Income Attributable to the Company’s Ordinary Shareholders. Net income attributable to the Company’s ordinary shareholders increased by 190.8% to RMB9.9 billion (US$1.4 billion) for the fourth quarter of 2024 from RMB3.4 billion for the fourth quarter of 2023. Net margin attributable to the Company’s ordinary shareholders was 2.8% for the fourth quarter of 2024, compared to 1.1% for the fourth quarter of 2023. Non-GAAP net income attributable to the Company’s ordinary shareholders increased by 34.2% to RMB11.3 billion (US$1.5 billion) for the fourth quarter of 2024 from RMB8.4 billion for the fourth quarter of 2023. Non-GAAP net margin attributable to the Company’s ordinary shareholders was 3.3% for the fourth quarter of 2024, compared to 2.7% for the fourth quarter of 2023.

    Diluted EPS and Non-GAAP Diluted EPS. Diluted net income per ADS increased by 203.8% to RMB6.47 (US$0.89) for the fourth quarter of 2024 from RMB2.13 for the fourth quarter of 2023. Non-GAAP diluted net income per ADS increased by 40.0% for the fourth quarter of 2024 to RMB7.42 (US$1.02) from RMB5.30 for the fourth quarter of 2023.

    Cash Flow and Working Capital

    As of December 31, 2024, the Company’s cash and cash equivalents, restricted cash and short-term investments totaled RMB241.4 billion (US$33.1 billion), compared to RMB197.7 billion as of December 31, 2023. For the fourth quarter of 2024, free cash flow of the Company was as follows:

        For the three months ended
        December 31,
    2023
      December 31,
    2024
        December 31,
    2024
        RMB
      RMB     US$
        (In millions)
         
    Net cash provided by operating activities   19,613     24,891     3,410  
    Add: Impact from consumer financing receivables included in the operating cash flow   251     1,243     170  
    Less: Capital expenditures, net of related sales proceeds        
    Capital expenditures for development properties   (4,596 )   (875 )   (120 )
    Other capital expenditures*   (1,969 )   (1,789 )   (245 )
    Free cash flow   13,299     23,470     3,215  

    * Including capital expenditures related to the Company’s headquarters in Beijing and all other CAPEX.

    Net cash used in investing activities was RMB12.5 billion (US$1.7 billion) for the fourth quarter of 2024, consisting primarily of net cash paid for purchase of time deposits and wealth management products, cash paid for equity investments, and cash paid for capital expenditures.

    Net cash used in financing activities was RMB2.8 billion (US$0.4 billion) for the fourth quarter of 2024, consisting primarily of net repayment of borrowings.

    Full Year 2024 Financial Results

    Net Revenues. Net revenues increased by 6.8% to RMB1,158.8 billion (US$158.8 billion) for the full year of 2024 from RMB1,084.7 billion for the full year of 2023. Net product revenues increased by 6.5%, while net service revenues increased by 8.1% for the full year of 2024, compared to the full year of 2023.

    Cost of Revenues. Cost of revenues increased by 5.4% to RMB975.0 billion (US$133.6 billion) for the full year of 2024 from RMB925.0 billion for the full year of 2023.

    Fulfillment Expenses. Fulfillment expenses, which primarily include procurement, warehousing, delivery, customer service and payment processing expenses, increased by 9.1% to RMB70.4 billion (US$9.6 billion) for the full year of 2024 from RMB64.6 billion for the full year of 2023. Fulfillment expenses as a percentage of net revenues was 6.1% for the full year of 2024, compared to 6.0% for the full year of 2023.

    Marketing Expenses. Marketing expenses increased by 19.5% to RMB48.0 billion (US$6.6 billion) for the full year of 2024 from RMB40.1 billion for the full year of 2023. Marketing expenses as a percentage of net revenues was 4.1% for the full year of 2024, compared to 3.7% for the full year of 2023, primarily due to the increased spending in promotion activities.

    Research and Development Expenses. Research and development expenses increased by 3.9% to RMB17.0 billion (US$2.3 billion) for the full year of 2024 from RMB16.4 billion for the full year of 2023. Research and development expenses as a percentage of net revenues remained stable of 1.5% for the full year of 2024 and 2023.

    General and Administrative Expenses. General and administrative expenses decreased by 8.5% to RMB8.9 billion (US$1.2 billion) for the full year of 2024 from RMB9.7 billion for the full year of 2023. General and administrative expenses as a percentage of net revenues was 0.8% for the full year of 2024, compared to 0.9% for the full year of 2023.

    Income from Operations and Non-GAAP Income from Operations. Income from operations increased by 48.8% to RMB38.7 billion (US$5.3 billion) for the full year of 2024 from RMB26.0 billion for the full year of 2023. Operating margin was 3.3% for the full year of 2024, compared to 2.4% for the full year of 2023. Non-GAAP income from operations increased by 24.2% to RMB44.0 billion (US$6.0 billion) for the full year of 2024 from RMB35.4 billion for the full year of 2023. Non-GAAP operating margin was 3.8% for the full year of 2024, compared to 3.3% for the full year of 2023. Operating margin of JD Retail before unallocated items was 4.0% for the full year of 2024, compared to 3.8% for the full year of 2023.

    Non-GAAP EBITDA. Non-GAAP EBITDA increased by 22.3% to RMB51.9 billion (US$7.1 billion) for the full year of 2024 from RMB42.5 billion for the full year of 2023. Non-GAAP EBITDA margin was 4.5% for the full year of 2024, compared to 3.9% for the full year of 2023.

    Others, net. “Others, net” was a gain of RMB13.4 billion (US$1.8 billion) for the full year of 2024, compared to a gain of RMB7.5 billion for the full year of 2023, the variance was primarily due to fluctuations in investment gains or losses from equity investments.

    Net Income Attributable to the Company’s Ordinary Shareholders and Non-GAAP Net Income Attributable to the Company’s Ordinary Shareholders. Net income attributable to the Company’s ordinary shareholders increased by 71.1% to RMB41.4 billion (US$5.7 billion) for the full year of 2024 from RMB24.2 billion for the full year of 2023. Net margin attributable to the Company’s ordinary shareholders was 3.6% for the full year of 2024, compared to 2.2% for the full year of 2023. Non-GAAP net income attributable to the Company’s ordinary shareholders increased by 35.9% to RMB47.8 billion (US$6.6 billion) for the full year of 2024 from RMB35.2 billion for the full year of 2023. Non-GAAP net margin attributable to the Company’s ordinary shareholders was 4.1% for the full year of 2024, compared to 3.2% for the full year of 2023.

    Diluted EPS and Non-GAAP Diluted EPS. Diluted net income per ADS increased by 76.4% to RMB26.86 (US$3.68) for the full year of 2024 from RMB15.23 for the full year of 2023. Non-GAAP diluted net income per ADS increased by 40.1% for the full year of 2024 to RMB31.07 (US$4.26) from RMB22.17 for the full year of 2023.

    Cash Flow and Working Capital

    For the full year of 2024, free cash flow of the Company was as follows:

        For the year ended
        December 31,
    2023
      December 31,
    2024
      December 31,
    2024
        RMB
      RMB
      US$
        (In millions)
         
    Net cash provided by operating activities   59,521     58,095     7,959  
    Less: Impact from consumer financing receivables included in the operating cash flow   (492 )   (132 )   (18 )
    Less: Capital expenditures, net of related sales proceeds        
    Capital expenditures for development properties   (12,117 )   (7,286 )   (998 )
    Other capital expenditures*   (6,261 )   (6,937 )   (951 )
    Free cash flow   40,651     43,740     5,992  

    * Including capital expenditures related to the Company’s headquarters in Beijing and all other CAPEX.

    Net cash used in investing activities was RMB0.9 billion (US$0.1 billion) for the full year of 2024, consisting primarily of cash paid for capital expenditures and cash paid for equity investments, partially offset by net cash received from maturity of time deposits and wealth management products.

    Net cash used in financing activities was RMB21.0 billion (US$2.9 billion) for the full year of 2024, consisting primarily of cash paid for repurchase of ordinary shares and dividends, partially offset by net proceeds from issuance of convertible senior notes.

    Supplemental Information

    From the first quarter of 2024, the Company started to report three segments, JD Retail, JD Logistics and New Businesses, to reflect changes made to the reporting structure whose financial information is reviewed by the chief operating decision maker of the Company under its ongoing operating strategies. JD Retail, including JD Health and JD Industrials, among other components, mainly engages in online retail, online marketplace and marketing services in China. JD Logistics includes both internal and external logistics businesses. New Businesses mainly include Dada, JD Property, Jingxi and overseas businesses.

    The table below sets forth the segment operating results, with prior periods segment information retrospectively recast to conform to the current period presentation:

      For the three months ended   For the year ended
      December 31,
    2023
      December 31,
    2024
      December 31,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2024
      RMB
      RMB
      US$
      RMB
      RMB
      US$
      (In millions, except percentage data)
    Net revenues:              
    JD Retail 267,646     307,055     42,066     945,343     1,015,948     139,184  
    JD Logistics 47,201     52,097     7,137     166,625     182,837     25,049  
    New Businesses 6,781     4,681     642     26,617     19,157     2,625  
    Inter-segment eliminations* (15,551 )   (16,847 )   (2,308 )   (53,923 )   (59,123 )   (8,100 )
    Total consolidated net revenues 306,077     346,986     47,537     1,084,662     1,158,819     158,758  
    Operating income/(loss):              
    JD Retail 6,937     10,036     1,375     35,925     41,077     5,628  
    JD Logistics 1,330     1,824     250     1,005     6,317     865  
    New Businesses (795 )   (885 )   (121 )   (329 )   (2,865 )   (393 )
    Including: gain on sale of development properties 802     1,527     209     2,283     1,527     209  
    Impairment of long-lived assets (1,123 )   (1,027 )   (141 )   (1,123 )   (1,027 )   (141 )
    Total segment operating income 7,472     10,975     1,504     36,601     44,529     6,100  
    Unallocated items** (5,447 )   (2,484 )   (341 )   (10,576 )   (5,793 )   (793 )
    Total consolidated operating income 2,025     8,491     1,163     26,025     38,736     5,307  
                   
    YoY% change of net revenues:              
    JD Retail 3.4 %   14.7 %       1.7 %   7.5 %    
    JD Logistics 9.7 %   10.4 %       21.3 %   9.7 %    
    New Businesses (8.9 )%   (31.0 )%       (10.7 )%   (28.0 )%    
                   
    Operating margin:              
    JD Retail 2.6 %   3.3 %       3.8 %   4.0 %    
    JD Logistics 2.8 %   3.5 %       0.6 %   3.5 %    
    New Businesses (11.7 )%   (18.9 )%       (1.2 )%   (15.0 )%    

    * The inter-segment eliminations mainly consist of revenues from supply chain solutions and logistics services provided by JD Logistics to JD Retail, on-demand delivery and retail services provided by Dada to JD Retail and JD Logistics, and property leasing services provided by JD Property to JD Logistics.

    ** Unallocated items include share-based compensation, amortization of intangible assets resulting from assets and business acquisitions, effects of business cooperation arrangements, and impairment of goodwill and intangible assets, which are not allocated to segments.

    The table below sets forth the revenue information:

      For the three months ended  
      December 31,
    2023
      December 31,
    2024
      December 31,
    2024
    YoY%
    Change
      RMB
      RMB
      US$
     
      (In millions, except percentage data)
    Electronics and home appliances revenues 150,353     174,149     23,858   15.8 %
    General merchandise revenues 96,148     106,829     14,636   11.1 %
    Net product revenues 246,501     280,978     38,494   14.0 %
    Marketplace and marketing revenues 23,626     26,634     3,649   12.7 %
    Logistics and other service revenues 35,950     39,374     5,394   9.5 %
    Net service revenues 59,576     66,008     9,043   10.8 %
    Total net revenues 306,077     346,986     47,537   13.4 %
      For the year ended  
      December 31,
    2023
      December 31,
    2024
      December 31,
    2024
    YoY%
    Change
      RMB
      RMB
      US$
     
      (In millions, except percentage data)
    Electronics and home appliances revenues 538,799     564,982     77,402   4.9 %
    General merchandise revenues 332,425     363,025     49,734   9.2 %
    Net product revenues 871,224     928,007     127,136   6.5 %
    Marketplace and marketing revenues 84,726     90,111     12,345   6.4 %
    Logistics and other service revenues 128,712     140,701     19,277   9.3 %
    Net service revenues 213,438     230,812     31,622   8.1 %
    Total net revenues 1,084,662     1,158,819     158,758   6.8 %


    Conference Call

    JD.com’s management will hold a conference call at 7:00 am, Eastern Time on March 6, 2025, (8:00 pm, Beijing/Hong Kong Time on March 6, 2025) to discuss its financial results for the three months and the full year ended December 31, 2024.

    Please register in advance of the conference using the link provided below and dial in 15 minutes prior to the call, using participant dial-in numbers, the Passcode and unique access PIN which would be provided upon registering. You will be automatically linked to the live call after completion of this process, unless required to provide the conference ID below due to regional restrictions.

    PRE-REGISTER LINK: https://s1.c-conf.com/diamondpass/10044957-x2nu4z.html

    CONFERENCE ID: 10044957

    A telephone replay will be available for one week until March 13, 2025. The dial-in details are as follows:

    US: +1-855-883-1031
    International: +61-7-3107-6325
    Hong Kong: 800-930-639
    Mainland China: 400-120-9216
    Passcode: 10044957

    Additionally, a live and archived webcast of the conference call will also be available on the JD.com’s investor relations website at http://ir.jd.com.

    About JD.com

    JD.com is a leading supply chain-based technology and service provider. The Company’s cutting-edge retail infrastructure seeks to enable consumers to buy whatever they want, whenever and wherever they want it. The Company has opened its technology and infrastructure to partners, brands and other sectors, as part of its Retail as a Service offering to help drive productivity and innovation across a range of industries.

    Non-GAAP Measures

    In evaluating the business, the Company considers and uses non-GAAP measures, such as non-GAAP income/(loss) from operations, non-GAAP operating margin, non-GAAP net income/(loss) attributable to the Company’s ordinary shareholders, non-GAAP net margin attributable to the Company’s ordinary shareholders, free cash flow, non-GAAP EBITDA, non-GAAP EBITDA margin, non-GAAP net income/(loss) per share and non-GAAP net income/(loss) per ADS, as supplemental measures to review and assess operating performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company defines non-GAAP income/(loss) from operations as income/(loss) from operations excluding share-based compensation, amortization of intangible assets resulting from assets and business acquisitions, effects of business cooperation arrangements, gain on sale of development properties and impairment of goodwill and long-lived assets. The Company defines non-GAAP net income/(loss) attributable to the Company’s ordinary shareholders as net income/(loss) attributable to the Company’s ordinary shareholders excluding share-based compensation, amortization of intangible assets resulting from assets and business acquisitions, effects of business cooperation arrangements and non-compete agreements, gain/(loss) on disposals/deemed disposals of investments and others, reconciling items on the share of equity method investments, loss/(gain) from fair value change of long-term investments, impairment of goodwill, long-lived assets and investments, gain on sale of development properties and tax effects on non-GAAP adjustments. The Company defines free cash flow as operating cash flow adjusting the impact from consumer financing receivables included in the operating cash flow and capital expenditures, net of related sales proceeds. Capital expenditures include purchase of property, equipment and software, cash paid for construction in progress, purchase of intangible assets, land use rights and asset acquisitions. The Company defines non-GAAP EBITDA as non-GAAP income/(loss) from operations plus depreciation and amortization excluding amortization of intangible assets resulting from assets and business acquisitions. Non-GAAP basic net income/(loss) per share is calculated by dividing non-GAAP net income/(loss) attributable to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding during the periods. Non-GAAP diluted net income/(loss) per share is calculated by dividing non-GAAP net income/(loss) attributable to the Company’s ordinary shareholders by the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding during the periods, including the dilutive effects of share-based awards as determined under the treasury stock method and convertible senior notes. Non-GAAP net income/(loss) per ADS is equal to non-GAAP net income/(loss) per share multiplied by two.

    The Company presents these non-GAAP financial measures because they are used by management to evaluate operating performance and formulate business plans. Non-GAAP income/(loss) from operations, non-GAAP net income/(loss) attributable to the Company’s ordinary shareholders and non-GAAP EBITDA reflect the Company’s ongoing business operations in a manner that allows more meaningful period-to-period comparisons. Free cash flow enables management to assess liquidity and cash flow while taking into account the impact from consumer financing receivables included in the operating cash flow and the demands that the expansion of fulfillment infrastructure and technology platform has placed on financial resources. The Company believes that the use of the non-GAAP financial measures facilitates investors to understand and evaluate the Company’s current operating performance and future prospects in the same manner as management does, if they so choose. The Company also believes that the non-GAAP financial measures provide useful information to both management and investors by excluding certain expenses, gain/loss and other items that are not expected to result in future cash payments or that are non-recurring in nature or may not be indicative of the Company’s core operating results and business outlook.

    The non-GAAP financial measures have limitations as analytical tools. The Company’s non-GAAP financial measures do not reflect all items of income and expense that affect the Company’s operations or not represent the residual cash flow available for discretionary expenditures. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited. The Company compensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating performance. The Company encourages you to review the Company’s financial information in its entirety and not rely on a single financial measure.

    CONTACTS:

    Investor Relations
    Sean Zhang
    +86 (10) 8912-6804
    IR@JD.com

    Media Relations
    +86 (10) 8911-6155
    Press@JD.com

    Safe Harbor Statement

    This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as JD.com’s strategic and operational plans, contain forward-looking statements. JD.com may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in announcements made on the website of the Hong Kong Stock Exchange, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about JD.com’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: JD.com’s growth strategies; its future business development, results of operations and financial condition; its ability to attract and retain new customers and to increase revenues generated from repeat customers; its expectations regarding demand for and market acceptance of its products and services; trends and competition in China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of the Chinese e-commerce market; laws, regulations and governmental policies relating to the industries in which JD.com or its business partners operate; potential changes in laws, regulations and governmental policies or changes in the interpretation and implementation of laws, regulations and governmental policies that could adversely affect the industries in which JD.com or its business partners operate, including, among others, initiatives to enhance supervision of companies listed on an overseas exchange and tighten scrutiny over data privacy and data security; risks associated with JD.com’s acquisitions, investments and alliances, including fluctuation in the market value of JD.com’s investment portfolio; natural disasters and geopolitical events; change in tax rates and financial risks; intensity of competition; and general market and economic conditions in China and globally. Further information regarding these and other risks is included in JD.com’s filings with the SEC and the announcements on the website of the Hong Kong Stock Exchange. All information provided herein is as of the date of this announcement, and JD.com undertakes no obligation to update any forward-looking statement, except as required under applicable law.

    JD.com, Inc.
    Unaudited Condensed Consolidated Balance Sheets
    (In millions, except otherwise noted)
         
        As of
        December 31,
    2023 
      December 31,
    2024 
      December 31,
    2024 
        RMB    RMB    US$ 
    ASSETS                  
    Current assets                  
    Cash and cash equivalents   71,892     108,350     14,844  
    Restricted cash   7,506     7,366     1,009  
    Short-term investments   118,254     125,645     17,213  
    Accounts receivable, net (including consumer financing receivables of RMB2.3 billion and RMB2.0 billion as of December 31, 2023 and December 31, 2024, respectively)(1)   20,302     25,596     3,507  
    Advance to suppliers   2,753     7,619     1,044  
    Inventories, net   68,058     89,326     12,238  
    Prepayments and other current assets   15,639     15,951     2,185  
    Amount due from related parties   2,114     4,805     658  
    Assets held for sale   1,292     2,040     279  
    Total current assets   307,810     386,698     52,977  
    Non-current assets                  
    Property, equipment and software, net   70,035     82,737     11,335  
    Construction in progress   9,920     6,164     845  
    Intangible assets, net   6,935     7,793     1,068  
    Land use rights, net   39,563     36,833     5,046  
    Operating lease right-of-use assets   20,863     24,532     3,361  
    Goodwill   19,980     25,709     3,522  
    Investment in equity investees   56,746     56,850     7,788  
    Marketable securities and other investments   80,840     59,370     8,134  
    Deferred tax assets   1,744     2,459     337  
    Other non-current assets   14,522     9,089     1,245  
    Total non-current assets   321,148     311,536     42,681  
    Total assets   628,958     698,234     95,658  
    JD.com, Inc.
    Unaudited Condensed Consolidated Balance Sheets
    (In millions, except otherwise noted)
         
        As of
        December 31,
    2023
      December 31,
    2024
      December 31,
    2024
        RMB
      RMB
      US$
    LIABILITIES                  
    Current liabilities                  
    Short-term debts   5,034     7,581     1,039  
    Accounts payable   166,167     192,860     26,422  
    Advance from customers   31,625     32,437     4,443  
    Deferred revenues   2,097     2,097     287  
    Taxes payable   7,313     9,487     1,300  
    Amount due to related parties   1,620     1,367     187  
    Accrued expenses and other current liabilities   43,533     45,985     6,300  
    Operating lease liabilities   7,755     7,606     1,042  
    Liabilities held for sale   506     101     14  
    Total current liabilities   265,650     299,521     41,034  
    Non-current liabilities                  
    Deferred revenues   964     502     69  
    Unsecured senior notes   10,411     24,770     3,393  
    Deferred tax liabilities   9,267     9,498     1,301  
    Long-term borrowings   31,555     31,705     4,344  
    Operating lease liabilities   13,676     18,106     2,481  
    Other non-current liabilities   1,055     835     114  
    Total non-current liabilities   66,928     85,416     11,702  
    Total liabilities   332,578     384,937     52,736  
                       
    MEZZANINE EQUITY   614     484     66  
                       
    SHAREHOLDERS’ EQUITY                  
    Total JD.com, Inc. shareholders’ equity (US$0.00002 par value, 100,000 million shares authorized, 3,188 million shares issued(2) and 2,903 million shares outstanding as of December 31, 2024)   231,858     239,347     32,791  
    Non-controlling interests   63,908     73,466     10,065  
    Total shareholders’ equity   295,766     312,813     42,856  
                       
    Total liabilities, mezzanine equity and shareholders’ equity   628,958     698,234     95,658  
                       
    (1) JD Technology performs credit risk assessment services for consumer financing receivables business and absorbs the credit risk of the underlying consumer financing receivables. Facilitated by JD Technology, the Company periodically securitizes consumer financing receivables through the transfer of those assets to securitization plans and derecognizes the related consumer financing receivables through sales type arrangements.
    (2) The number of ordinary shares issued as of February 28, 2025 was 2,981 million, with all of the 207 million Class A ordinary shares (equivalent of 104 million ADSs) repurchased under the US$3.0 billion share repurchase program announced in March 2024 cancelled.
    JD.com, Inc.
    Unaudited Condensed Consolidated Statements of Operations
    (In millions, except per share data)
     
      For the three months ended   For the year ended
      December 31,
    2023
      December 31,
    2024
      December 31,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2024
      RMB
      RMB
      US$   RMB
      RMB
      US$
    Net revenues              
    Net product revenues 246,501     280,978     38,494     871,224     928,007     127,136  
    Net service revenues 59,576     66,008     9,043     213,438     230,812     31,622  
    Total net revenues 306,077     346,986     47,537     1,084,662     1,158,819     158,758  
    Cost of revenues (262,575 )   (293,869 )   (40,260 )   (924,958 )   (974,951 )   (133,568 )
    Fulfillment (17,283 )   (20,121 )   (2,757 )   (64,558 )   (70,426 )   (9,648 )
    Marketing (13,110 )   (16,832 )   (2,306 )   (40,133 )   (47,953 )   (6,570 )
    Research and development (4,341 )   (4,384 )   (601 )   (16,393 )   (17,031 )   (2,333 )
    General and administrative (2,377 )   (2,455 )   (336 )   (9,710 )   (8,888 )   (1,218 )
    Impairment of goodwill (3,143 )   (799 )   (109 )   (3,143 )   (799 )   (109 )
    Impairment of long-lived assets (2,025 )   (1,562 )   (214 )   (2,025 )   (1,562 )   (214 )
    Gain on sale of development properties 802     1,527     209     2,283     1,527     209  
    Income from operations(3)(4) 2,025     8,491     1,163     26,025     38,736     5,307  
    Other income/(expenses)              
    Share of results of equity investees 497     556     76     1,010     2,327     319  
    Interest expense (927 )   (926 )   (127 )   (2,881 )   (2,896 )   (397 )
    Others, net(5) 1,711     3,493     479     7,496     13,371     1,832  
    Income before tax 3,306     11,614     1,591     31,650     51,538     7,061  
    Income tax expenses (1,394 )   (750 )   (103 )   (8,393 )   (6,878 )   (943 )
    Net income 1,912     10,864     1,488     23,257     44,660     6,118  
    Net income/(loss) attributable to non-controlling interests shareholders (1,477 )   1,010     138     (910 )   3,301     452  
    Net income attributable to the Company’s ordinary shareholders 3,389     9,854     1,350     24,167     41,359     5,666  
                   
    Net income per share:              
    Basic 1.08     3.39     0.47     7.69     13.83     1.90  
    Diluted 1.07     3.23     0.44     7.61     13.43     1.84  
    Net income per ADS:              
    Basic 2.15     6.79     0.93     15.37     27.67     3.79  
    Diluted 2.13     6.47     0.89     15.23     26.86     3.68  
    JD.com, Inc.
    Unaudited Condensed Consolidated Statements of Operations
    (In millions, except per share data)
     
      For the three months ended   For the year ended
      December 31,
    2023
      December 31,
    2024
      December 31,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2024
      RMB
      RMB
      US$   RMB
      RMB
      US$
                   
    (3) Includes share-based compensation as follows:
    Cost of revenues (34 )   (26 )   (4 )   (133 )   (80 )   (11 )
    Fulfillment (127 )   (115 )   (16 )   (697 )   (424 )   (58 )
    Marketing (96 )   (50 )   (7 )   (426 )   (273 )   (37 )
    Research and development (169 )   (88 )   (12 )   (859 )   (599 )   (82 )
    General and administrative (554 )   (517 )   (70 )   (2,689 )   (1,623 )   (223 )
    Total (980 )   (796 )   (109 )   (4,804 )   (2,999 )   (411 )
                   
    (4) Includes amortization of business cooperation arrangement and intangible assets resulting from assets and business acquisitions as follows:
    Fulfillment (103 )   (72 )   (10 )   (414 )   (288 )   (39 )
    Marketing (221 )   (229 )   (31 )   (880 )   (903 )   (123 )
    Research and development (66 )   (53 )   (7 )   (305 )   (205 )   (28 )
    General and administrative (32 )   —     —     (128 )   (64 )   (9 )
    Total (422 )   (354 )   (48 )   (1,727 )   (1,460 )   (199 )
            
    (5) “Others, net” consists of interest income; gains/(losses) related to long-term investments without significant influence, including fair value changes, acquisitions or disposals gains/(losses), and impairments; government incentives; foreign exchange gains/(losses); and other non-operating income/(losses).
    JD.com, Inc.
    Unaudited Non-GAAP Net Income Per Share and Per ADS
    (In millions, except per share data)
     
      For the three months ended   For the year ended
      December 31,
    2023
      December 31,
    2024
      December 31,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2024
      RMB
      RMB
      US$
      RMB
      RMB
      US$
                                       
    Non-GAAP net income attributable to the Company’s ordinary shareholders 8,415     11,294     1,547     35,200     47,827     6,552  
                                       
    Weighted average number of shares:
    Basic 3,147     2,903     2,903     3,144     2,990     2,990  
    Diluted 3,166     3,041     3,041     3,171     3,076     3,076  
                                       
    Non-GAAP net income per share:
    Basic 2.67     3.89     0.53     11.20     16.00     2.19  
    Diluted 2.65     3.71     0.51     11.08     15.53     2.13  
                                       
    Non-GAAP net income per ADS:
    Basic 5.35     7.78     1.07     22.39     31.99     4.38  
    Diluted 5.30     7.42     1.02     22.17     31.07     4.26  
    JD.com, Inc.
    Unaudited Condensed Consolidated Statements of Cash Flows and Free Cash Flow
    (In millions)
     
      For the three months ended   For the year ended
      December 31,
    2023
      December 31,
    2024
      December 31,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2024
      RMB
      RMB
      US$   RMB
      RMB
      US$
                   
    Net cash provided by operating activities 19,613     24,891     3,410     59,521     58,095     7,959  
    Net cash used in investing activities (63,072 )   (12,483 )   (1,710 )   (59,543 )   (871 )   (119 )
    Net cash used in financing activities (745 )   (2,784 )   (381 )   (5,808 )   (21,004 )   (2,877 )
    Effects of exchange rate changes on cash, cash equivalents and restricted cash (213 )   1,136     155     125     98     13  
    Net (decrease)/increase in cash, cash equivalents and restricted cash (44,417 )   10,760     1,474     (5,705 )   36,318     4,976  
    Cash, cash equivalents, and restricted cash at beginning of period, including cash and cash equivalents classified within assets held for sale 123,868     104,956     14,379     85,156     79,451     10,884  
    Less: Cash, cash equivalents, and restricted cash classified within assets held for sale at beginning of period —     (2 )   —*     (41 )   (53 )   (7 )
    Cash, cash equivalents, and restricted cash at beginning of period 123,868     104,954     14,379     85,115     79,398     10,877  
    Cash, cash equivalents, and restricted cash at end of period, including cash and cash equivalents classified within assets held for sale 79,451     115,716     15,853     79,451     115,716     15,853  
    Less: Cash, cash equivalents, and restricted cash classified within assets held for sale at end of period (53 )   —*     —*     (53 )   —*     —*  
    Cash, cash equivalents and restricted cash at end of period 79,398     115,716     15,853     79,398     115,716     15,853  
                   
    Net cash provided by operating activities 19,613     24,891     3,410     59,521     58,095     7,959  
    Add/(Less): Impact from consumer financing receivables included in the operating cash flow 251     1,243     170     (492 )   (132 )   (18 )
    Less: Capital expenditures, net of related sales proceeds              
    Capital expenditures for development properties (4,596 )   (875 )   (120 )   (12,117 )   (7,286 )   (998 )
    Other capital expenditures (1,969 )   (1,789 )   (245 )   (6,261 )   (6,937 )   (951 )
    Free cash flow 13,299     23,470     3,215     40,651     43,740     5,992  

    *Absolute value is less than RMB1 million or US$1 million.

    JD.com, Inc.
    Supplemental Financial Information and Business Metrics
    (In RMB billions, except turnover days data)
     
        Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024
    Cash flow and turnover days            
    Operating cash flow – trailing twelve months (“TTM”)   59.5 69.8 74.0 52.8 58.1
    Free cash flow – TTM   40.7 50.6 55.6 33.6 43.7
    Inventory turnover days(6) – TTM   30.3 29.0 29.8 30.4 31.5
    Accounts payable turnover days(7) – TTM   53.2 51.8 57.0 57.5 58.6
    Accounts receivable turnover days(8) – TTM   5.6 5.4 5.7 5.8 5.9
     
    (6) TTM inventory turnover days are the quotient of average inventory over the immediately preceding five quarters, up to and including the last quarter of the period, to cost of revenues of retail business for the last twelve months, and then multiplied by 360 days.
    (7) TTM accounts payable turnover days are the quotient of average accounts payable for retail business over the immediately preceding five quarters, up to and including the last quarter of the period, to cost of revenues of retail business for the last twelve months, and then multiplied by 360 days.
    (8) TTM accounts receivable turnover days are the quotient of average accounts receivable over the immediately preceding five quarters, up to and including the last quarter of the period, to total net revenues for the last twelve months and then multiplied by 360 days. Presented are the accounts receivable turnover days excluding the impact from consumer financing receivables.
    JD.com, Inc.  
    Unaudited Reconciliation of GAAP and Non-GAAP Results  
    (In millions, except percentage data)
      For the three months ended   For the year ended
      December 31,
    2023
      December 31,
    2024
      December 31,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2024
      RMB
      RMB
      US$   RMB
      RMB
      US$
                   
    Income from operations 2,025     8,491     1,163     26,025     38,736     5,307  
    Add: Share-based compensation 980     796     109     4,804     2,999     411  
    Add: Amortization of intangible assets resulting from assets and business acquisitions 309     241     33     1,281     1,010     137  
    Add: Effects of business cooperation arrangements 113     113     15     446     450     62  
    Reversal of: Gain on sale of development properties (802 )   (1,527 )   (209 )   (2,283 )   (1,527 )   (209 )
    Add: Impairment of goodwill and long-lived assets 5,168     2,361     323     5,168     2,361     323  
    Non-GAAP income from operations 7,793     10,475     1,434     35,441     44,029     6,031  
    Add: Depreciation and other amortization 1,868     2,054     281     7,011     7,894     1,083  
    Non-GAAP EBITDA 9,661     12,529     1,715     42,452     51,923     7,114  
                   
    Total net revenues 306,077     346,986     47,537     1,084,662     1,158,819     158,758  
                   
    Non-GAAP operating margin 2.5 %   3.0 %       3.3 %   3.8 %    
                   
    Non-GAAP EBITDA margin 3.2 %   3.6 %       3.9 %   4.5 %    
    JD.com, Inc.
    Unaudited Reconciliation of GAAP and Non-GAAP Results
    (In millions, except percentage data)
     
      For the three months ended   For the year ended
      December 31,
    2023
      December 31,
    2024
      December 31,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2024
      RMB
      RMB
      US$   RMB
      RMB
      US$
                   
    Net income attributable to the Company’s ordinary shareholders 3,389     9,854     1,350     24,167     41,359     5,666  
    Add: Share-based compensation 744     649     89     3,817     2,429     333  
    Add: Amortization of intangible assets resulting from assets and business acquisitions 144     116     16     669     458     63  
    Add: Reconciling items on the share of equity method investments(9) 69     563     77     1,071     1,227     168  
    Add: Impairment of goodwill, long-lived assets, and investments 4,430     2,971     406     6,202     5,667     775  
    Add/(Reversal of): Loss/(Gain) from fair value change of long-term investments 453     (611 )   (83 )   848     (1,083 )   (148 )
    Reversal of: Gain on sale of development properties (601 )   (1,145 )   (157 )   (1,721 )   (1,145 )   (157 )
    Reversal of: Gain on disposals/deemed disposals of investments and others (71 )   (574 )   (78 )   (126 )   (853 )   (117 )
    Add: Effects of business cooperation arrangements 113     113     15     446     450     62  
    Reversal of: Tax effects on non-GAAP adjustments (255 )   (642 )   (88 )   (173 )   (682 )   (93 )
    Non-GAAP net income attributable to the Company’s ordinary shareholders 8,415     11,294     1,547     35,200     47,827     6,552  
                   
    Total net revenues 306,077     346,986     47,537     1,084,662     1,158,819     158,758  
                   
    Non-GAAP net margin attributable to the Company’s ordinary shareholders 2.7 %   3.3 %       3.2 %   4.1 %    
                   
    (9) To exclude the GAAP to non-GAAP reconciling items on the share of equity method investments and share of amortization of intangibles not on their books.

    1 The U.S. dollar (US$) amounts disclosed in this announcement, except for those transaction amounts that were actually settled in U.S. dollars, are presented solely for the convenience of the readers. The conversion of Renminbi (RMB) into US$ in this announcement is based on the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System as of December 31, 2024, which was RMB7.2993 to US$1.00. The percentages stated in this announcement are calculated based on the RMB amounts.
    2 See the sections entitled “Non-GAAP Measures” and “Unaudited Reconciliation of GAAP and Non-GAAP Results” for more information about the non-GAAP measures referred to in this announcement.
    3 The number of ordinary shares outstanding as of December 31, 2023 was approximately 3,138 million shares.
    4 JD Ecosystem is a closely integrated business network providing comprehensive service for customers and comprises the Company and certain affiliates who share the “JD” brand name, currently including Jingdong Technology Holding Co., Ltd. and Allianz Jingdong General Insurance Company Ltd..

    The MIL Network –

    March 6, 2025
  • MIL-OSI: Annual Financial Report

    Source: GlobeNewswire (MIL-OSI)

    6 March 2025
    2024 Results Highlights

    Admiral Group reports excellent 2024 performance with strong growth in customers, turnover and profit and good strategic progress

      31 December 2024 31 December 2023 % change vs. 2023
    Group profit before tax £839.2m £442.8m +90%
    Earnings per share 216.6p 111.2p +95%
           
    Dividend per share 192.0p 103.0p +86%
    Return on equity1 56% 36% +20pts
           
    Group turnover¹ £6.15bn £4.81bn +28%
    Insurance revenue £4.78bn £3.49bn +37%
           
    Group customers¹ 11.10m 9.73m +14%
    UK insurance customers¹ 8.80m 7.39m +19%
    International insurance customers1 2.10m 2.17m -3%
    Admiral Money gross loan balances £1.17bn £0.96bn +23%
           
    Solvency ratio (post-dividend)¹ +203% +200% +3pts

    1 Alternative Performance Measures – refer to the end of the report for definition and explanation.

        
    Over 13,000 employees will each receive free share awards worth up to £3,600 under the employee share schemes based on the full year 2024 results.

    Comment from Milena Mondini de Focatiis, Group Chief Executive Officer:

    “2024 was a remarkable year. We delivered an excellent result with a 28 per cent increase in turnover and 90 per cent increase in profit as we welcomed an additional 1.4 million customers to the Group.

    “To remain one of the most competitive insurers for the largest number of people is a priority for us. We have emerged from several rather challenging years so when we saw conditions improve we were quick to respond. We were one of the first to reduce prices in response to easing inflation and cut rates the day after the favourable Ogden rate change announcement.

    “The main driver of our exceptional performance was our UK Motor business. However, it is great to see UK Household, Admiral Money, and our French and US Motor businesses all report a double-digit profit.

    “We are excited to be building on the synergies within our businesses and products. We recognise that there is more that we can do to meet even more of the needs of our growing customer base. We continue to focus on being a great choice for customers by leveraging our expertise in pricing, claims management and underwriting, and making continuous improvements in our service.

    “I was pleased to see our MSCI ESG score upgraded to AAA and to have our science-based targets officially approved. We have published our Net Zero Transition Plan and, as one of the leading insurers of electric vehicles in the UK, we are supporting the transition to greener vehicles.

    “Thanks to our incredible colleagues we have achieved so much this year and rewarded them with an additional bonus for their commitment.

    “As we enter into 2025, the market is softening, and the outlook is uncertain. Our priority is to stay efficient and agile so that we can adapt as needed and deliver long-term growth by building on our strong foundations and talented team.”

    Comment from Mike Rogers, Admiral Group Chair:

    “Admiral has had an excellent year, demonstrating, once again, how its unwavering focus on doing the right thing for customers can deliver growth and long-term value to all its stakeholders.

    “Admiral is now helping even more people to look after their future with its wider range of products. The Group’s commitment to continuous evolution and innovation means that it is using new technologies to better anticipate and meet customers’ needs and achieve greater efficiencies in how it operates.

    “Although inflation has eased, political, regulatory and economic uncertainty remains. Admiral’s prudent and disciplined approach will be key to ensuring that the Group continues to achieve long-term sustainable growth and can be there for its customers, colleagues and communities when they need it the most.”

    Final Dividend

    The Board has proposed a dividend of 121.0 pence per share (2023: 52.0 pence per share) representing a normal dividend (65% of post-tax profits) of 91.4 pence per share and a special dividend of 29.6 pence per share. The final dividend will be paid on 13 June 2025. The ex-dividend date is 15 May 2025, and the record date is 16 May 2025.

    Management presentation

    Analysts and investors will be able to access the Admiral Group management presentation which commences at 10.00 GMT on Thursday 6 March 2025 by registering at the following link to attend the presentation in person, or access the presentation live via webcast or conference call: https://admiralgroup.co.uk/events/event-details/2024-full-year-results. A copy of the presentation slides will be available at the following link: Results, reports and presentations | Admiral Group Plc (www.admiralgroup.co.uk)

    Investors and Analysts: Admiral Group plc
    Diane Michelberger                                Diane.Michelberger@admiralgroup.co.uk

    Media: Admiral Group plc    
    Addy Frederick                                Addy.Frederick@admiralgroup.co.uk
    +44 (0) 7500 171 810                       

    Media: FTI Consulting  
    Edward Berry                                        +44 (0) 7703 330 199
    Tom Blackwell                                        +44 (0) 7747 113 919

    Chair Statement

    Admiral Group performed very strongly in 2024 despite an unfavourable macroeconomic backdrop. The Group has achieved significant customer growth, while increasing customer satisfaction, and delivered an excellent UK Motor performance, supported by changes to the Ogden rate, with strong results in many other business lines. This has translated into profit before tax of £839.2 million and a proposed final dividend of 121.0 pence per share, making a total of 192.0 pence per share for the financial year.

    The Group’s impressive customer growth is a testament to its core value of doing what is right for customers. In the UK, due to better cycle management and in response to improved market conditions, Admiral reduced prices earlier than the market in early 2024.

    Delivering growth, digitisation and sustainability

    Defending and extending the competitive advantages of the UK motor business remains our number one priority, alongside our strategy of developing other franchises with the potential to drive future profitable growth. We have seen positive results across many of our newer franchises, with double-digit profit in the UK’s Household and Money businesses and our French business.

    The Group has made significant strides in enhancing its digital capabilities and unlocking the potential of new technologies to achieve a superior customer experience and greater productivity.

    Admiral continues to navigate a challenging regulatory landscape to ensure its resilience and sustainability in the long term. As one of the UK’s largest motor insurers, the business has been engaging with members of the motor insurance taskforce to identify solutions to tackle the current high costs of insurance.

    Admiral continues to support customers to adopt greener behaviours and is one of the leading UK electric vehicle insurers. The publication of Admiral’s Net Zero Transition Plan and the SBTi’s approval of its science-based targets demonstrates our commitment to responsible and sustainable business practices.

    Powered by our people

    Admiral colleagues’ expertise and dedication to supporting customers, colleagues and local communities is remarkable, so I was pleased that Admiral was, again, named one of the world’s best workplaces. Similarly, it was an honour to be at the London Stock Exchange to celebrate 20 years of Admiral being a listed business and delivering for customers and shareholders with colleagues who are custodians of the business’ incredible culture.

    I was sorry to say goodbye to Cristina Nestares who had successfully led the UK Insurance business since 2016. We all wish her the very best for the future. I’m pleased that, in line with the Group’s strong track record on succession planning, Alistair Hargreaves has been appointed UK Insurance CEO.

    We conducted an evaluation on the performance of the Board and its Committees. This process confirmed that these were operating effectively, that the business is managed for the long-term benefit of all stakeholders and provided a clear focus on areas for improvement for the forthcoming year.

    On behalf of the Board, I would like to thank Admiral colleagues for their ongoing commitment, and the management team for their excellent leadership and performance.

    While the external landscape remains uncertain, I believe that the Group’s competitive advantages, disciplined approach, and customer-first mindset will drive continued growth and shareholder value.

    Mike Rogers

    Group Chair

    5 March 2025

    Group Chief Executive Officer’s Review

    Overall, 2024 was a remarkable year for Admiral. It was not only a year of delivering excellent financial results but also one of continuous improvements in serving our customers and making solid progress on our strategy.

    Despite persisting economic, political, and regulatory uncertainty, motor insurance market conditions improved and this – combined with our historical discipline and agility across the insurance market cycle allowed us to achieve a great many successes. We have welcomed 1.4 million new customers, improved customer satisfaction, added £1.3 billion in turnover, and increased profits by 90 per cent.

    Our core business, UK Insurance, was the main driver of this success. It delivered just under £1 billion in profit, supported by the impact of the recent favourable Ogden Rate change, and strong growth across our other products. Our acquisition of the renewal rights for More Than completed in the first half of the year. The integration is progressing well with 7 months of renewals at the end of January and retention is in line with expectations.

    To remain one of the most competitive insurers for the largest number of people is a priority for us so, when we saw conditions improve, we were quick to reflect this in our pricing. We led on reducing rates, doing it earlier than most at the start of the year, as we saw inflation easing. We also cut rates the day after the favourable Ogden rate change announcement.

    Beyond UK motor, we have delivered double-digit profits within our UK Household, French and US Motor businesses and Admiral Money. We now serve over 11 million customers globally, with almost half of customer growth coming from other business lines across the Group.

    We are proud of the pleasing turnaround that the US team has achieved. As previously mentioned, we’re assessing the strategic options for our US business. We have made good progress and are in exclusive talks with a potential acquirer.

    Across our European franchises, we now insure more than half a million French customers and have seen an improved performance in our Spanish business. In Italy, the team is focused on turning the business around following a disappointing financial performance in a tough market in 2024.

    We are conscious that there is more to do to unlock the potential of these businesses. We have ambitious plans to build on our UK customer base, to further improve the customer experience and harness the advantage of automation and AI to achieve even greater efficiency.

    Taking a step back, our story has been one of continuous growth and, to celebrate 20 years as a listed company, colleagues joined Mike Rogers and I at the London Stock Exchange to close the market. This anniversary was a time for reflection on where the business has come from and, of course, where the business is going (and to celebrate Geraint who has been Group CFO for ten years – congratulations Mr Jones!).

    Our success has been underpinned by our pricing, underwriting and claims management expertise, all united by a culture that is truly unique. We put our customers and people first, and are data-driven, agile and entrepreneurial.

    We want to have a positive impact on society. We are one of the leading electric vehicle insurers and are proud of our commitment to improve road safety. In the UK, our Words to Live By campaign video was shown in cinemas nationwide.

    I am proud of how our colleagues have supported customers impacted by flooding and we are working cross-industry to ensure that homes are more flood resistant or resilient. Our colleagues want to play a positive role in the communities in which we live and work, and the number of volunteering hours more than doubled in 2024.

    We have published our Net Zero Transition Plan and are working hard to meet our sustainability goals. I was pleased to see our science-based targets officially approved and our MSCI ESG score upgraded to AAA.

    We know that if our people like what they do, they will do it better, and it is brilliant to be recognised, once again, as one of the World’s Best Workplaces. We focus on being an inclusive employer and maintaining our unique culture to attract and retain the talent we need to execute our strategy.

    I am so proud of everything that we have been able to achieve this year thanks to our incredible colleagues. Ever since we floated, colleagues have been given a stake in the business so that they can benefit from their hard work and customer focus. This year, we have given colleagues an additional bonus to reward their commitment.

    In October, we announced that Cristina Nestares was stepping down as CEO of our UK Insurance business to spend more time in her native Spain. We will miss Cristina’s passion and customer focus, which were key to building on the business’ position as a leading insurer. I was pleased to appoint Alistair Hargreaves as CEO. Alistair has significant leadership experience and extensive knowledge of our customers, colleagues, products and strategy, and I look forward to working even more closely with him as we continue to deliver for our growing customer base.

    We are emerging from four years of challenge from the pandemic and cost-of-living crisis to inflation spikes and regulatory changes. Although, no doubt, further challenges lie ahead, I am optimistic about the opportunities too. Our priority will be to stay agile, lean, and efficient so that we can adapt as needed, leveraging our strong foundations and talented team to deliver long-term growth.

    Milena Mondini de Focatiis

    Group Chief Executive Officer

    5 March 2025

    Group Chief Financial Officer’s Review

    I closed my 2023 statement by saying I looked forward to seeing improved underlying margins feeding into reported results for 2024. These results have duly delivered.

    There are many positives and milestones: customer numbers up by 1.37 million (record number and highest annual gain); turnover up £1.3 billion to £6.1 billion (same records as customers); highest ever investment return at £182 million; very strong solvency position (203%) maintained despite the significant 121.0p final dividend; some of the best results we have delivered in UK Motor (including a material boost from the review of the Personal Injury Discount Rate); and some encouraging results from businesses beyond UK Motor – over £70 million in aggregate from UK Household, Admiral Money, L’olivier Motor and Elephant US – each delivering their own record result.

    In UK Motor Insurance, after the very challenging 2021 and 2022 underwriting years (both of which experienced severe claims inflation), 2023 and 2024 have been more positive – with a notably larger business (5.7 million risks at year-end 2024 v 4.9 million at year-end 2023), much higher revenue and more positive combined ratios for both years (driven by quite large cumulative price increases since the start of 2023). These factors have contributed to materially higher reported profit in 2024.

    In terms of volumes, after very positive conditions in the market at the start of the year (very large new business volumes and very competitive Admiral prices), the environment became tougher from Q2 onwards, with prices drifting down quite steadily. Confidence in our loss ratios meant we were able to reduce prices around the start of 2024 (ahead of the market) and in H2 as well (partly to pass the benefits of the new discount rates to our customers), but inevitably our growth in the second half was lower than in H1.

    Personal Injury Discount Rates

    As we explain more fully later in the report, the Discount Rate for all parts of the UK changed during 2024, resulting in lower projected costs of large open claims. We estimate that in today’s money, the total (positive) impact on profit is around £150 million (emphasis on estimate) of which £100 million has been recognised in 2024.

    Investments

    Much larger balances (£5.2 billion at year-end ’24 v £4.2 billion year-end ’23) due to strong revenue growth combined with a higher yield (4.0% for 2024 v 3.3% for 2023 as the portfolio has been reinvested over the past couple of years) led to investment income for 2024 of £182 million, our highest ever.

    More details on the portfolio are set out later in the report, but there’s been no change in our approach and only small changes in the asset allocation. Obviously very subject to what happens to market interest rates and spreads, we’d expect the yield shown in the income statement to continue to increase but much more gradually in 2025.

    Italy

    In a generally very positive year, it’s fair to call out the ConTe result as a disappointment. ConTe has been steadily profitable since 2014, and the loss for the year (£23 million compared to a profit in 2023 of £7 million) was obviously not in our plan. The disappointing performance came about, partly, because of an update to the Milan Court tables (used to determine the cost of many injury claims), but also because of some adverse experience, notably from some business written in 2023.

    Our management team (along with pretty much the whole business) is very focused on restoring profitability through various actions as soon as possible, and I’m confident they’ll achieve this. It might well come at the cost of some volume in the very short term, though we’re still confident in ConTe’s prospects.

    At the risk of upsetting some of our terrific management teams, let me also call out a few other high points:

    • Partly benefiting from lower than budgeted weather cost in 2024 (but also see an improving attritional loss ratio), UK Household Insurance reported its largest profit of £34 million. The team has also been well focused on the migration of the acquired More Than renewal rights portfolio as well as organic growth as we close in fast on two million policies
    • After some quite bruising years in the US, huge credit goes to our team in Elephant Auto who have very much met their goal of materially improving the bottom line in 2024. The result swung impressively from a loss of £20 million to a profit of £14 million due to a much better loss ratio and a very solid expense outcome. And whilst acknowledging the portfolio has shrunk as a consequence, this is a pleasing turnaround and we’re very proud of the team’s work
    • Veygo (mainly offering short-term car insurance in the UK) is possibly the Group’s fastest growing business, reporting revenue of £64 million in 2024 (with a very healthy three-year CAGR of 45%) and also returned its first (albeit small in the Group context) profit
    • Our French motor insurer L’olivier reported its highest profit of £11 million (2023: £7 million). With turnover above €260 million and a solid combined ratio, we’re positive about the future in France
    • And finally – partly stretching timeframe of the report – I’m very happy that Admiral Money has, in early 2025, signed its first deal to use third-party capital to grow the personal loan business – we think this is an important part of the model for the future

    Internal capital model

    As part of the process to ultimately use our own capital model to calculate our capital requirement, Admiral entered the pre-application phase (focused on UK car insurance) with the two main prudential regulators in mid-2024. We received feedback late in the year and are working to address that as well as finalise the other aspects of the model before submitting our full application. Lots of hard work is continuing on this important but complex project and we’ll update on progress in due course.

    Looking ahead to 2025

    We move into the new year well-placed for continued positive results. There are one or two challenges for sure (a competitive market in UK motor and the need to restore profit in Italy to name two), but particularly noting the prudent claims reserves position in all lines of business at the end of 2024, we expect strong releases and profit to flow into 2025 and beyond. Subject to market conditions, we’re still hoping to grow in pretty much all our operations too.

    Big thanks to all Admiral colleagues for helping to achieve these great results!

    Geraint Jones

    Group Chief Financial Officer

    5 March 2025

    £m 2024 2023 Change vs 2023
    UK Insurance 977 597 +380
    UK Insurance (Ogden -0.25%) 877 597 +280
    Europe Insurance (20) 2 -22
    US Insurance 14 (20) +34
    Admiral Money 13 10 +3
    Share scheme cost (62) (54) -8
    Other costs including Admiral Pioneer (83) (92) +9
    Pre-tax profit 839 443 +396
    Pre-tax profit (Ogden -0.25%) 739 443 +296

    2024 Group overview

    £m 2024 2023 % change vs. 20234
    Group turnover (£bn)1 3 6.15 4.81 +28%
    Net insurance and investment result 798.7 363.1 +120%
    Net interest income from financial services 76.3 68.1 +12%
    Other income and expenses (9.3) 31.7 nm
    Operating profit 865.7 462.9 +87%
    Group profit before tax 839.2 442.8 +90%
           
    Analysis of profit      
    UK Insurance 976.7 596.5 +64%
    UK Insurance (Ogden -0.25%) 876.4 596.5 +47%
    International Insurance (5.3) (18.0) +71%
    International Insurance – European Motor (14.8) 6.1 nm
    International Insurance – US Motor 14.4 (19.6) nm
    International Insurance – Other (4.9) (4.5) -10%
    Admiral Money 13.0 10.2 +28%
    Other (145.2) (145.9) +1%
    Group profit before tax 839.2 442.8 +90%
    Group profit before tax (Ogden -0.25%) 738.9 442.8 +67%
           
    Key metrics      
    Reported Group loss ratio1 2 +55.4% +63.9% -9pts
    Reported Group expense ratio1 2 +22.0% +24.8% -3pts
    Reported Group combined ratio1 2 +77.4% +88.7% -11pts
    Reported Group combined ratio (Ogden -0.25%) +79.7% +88.7% -9pts
    Insurance service margin1 2 +16.2% +10.2% +6pts
    Customer numbers (million)1 11.10 9.73 +14%
           
    Earnings per share 216.6 111.2 +95%
    Earnings per share (Ogden -0.25%) 190.2 111.2 +71%
    Dividend per share 192.0 103.0 +86%
    Return on equity1 56% 36% +20pts
    Solvency ratio1 +203% +200% +3pts

    1 Alternative Performance Measures – refer to the end of the report for definition and explanation.

    2 Reported Group loss and expense ratios are calculated on a basis inclusive of all insurance revenue – this includes insurance premium revenue net of excess of loss reinsurance, plus revenue from underwritten ancillaries and an allocation of instalment and administration fees/related commissions. See glossary for an explanation of the ratios and Appendix 1a for a reconciliation of reported loss and expense ratios, and insurance service margin, to the financial statements.

    3 Alternative Performance Measures – refer to note 14 for explanation and reconciliation to statutory income statement measures.

    4 Definition: nm – not meaningful.

    Group highlights

    Admiral reports strong growth in turnover and customer numbers and significantly higher profits in 2024.

    • Group customer numbers increased by 14% and turnover was 28% higher, driven by UK Motor Insurance
    • Group pre-tax profit was £839 million, 90% higher than 2023 as a result of a significantly improved current year underwriting performance and continued significant prior period releases, notably in the UK Motor Insurance business. Excluding the impact of the change in Personal Injury (‘Ogden’) Discount Rate (see below), pre-tax profit would have been £739 million, 67% higher than 2023
    • Strong growth in UK Household pre-tax profit to £34 million (2023: £8 million). A relatively benign year for weather and an improved attritional loss year resulted in a favourable current year loss ratio
    • Completion of the acquisition of the More Than direct UK Household and Pet Insurance renewal rights; renewals started to transfer to Admiral in the second half of 2024
    • A lower overall loss in International Insurance (£5 million v £18 million), including a profit of £14 million in US motor, which was offset by a loss of £20 million in Europe
    • Continued growth in Admiral Money profit to £13 million (2023: £10 million) and gross loan balances (+23% year-on-year growth).

    Earnings per share

    Earnings per share for 2024 were 216.6 pence (2023: 111.2 pence). The increase from 2023 is higher than the increase in pre-tax profit above due to a slightly lower effective tax rate.

    Return on equity

    Return on equity was 56% for 2024, 20 percentage points higher than the 36% reported for 2023. The increase is the result of the significantly higher post-tax profits, partially offset by higher average equity.

    Dividends

    The Group’s dividend policy is to pay 65% of post-tax profits as a normal dividend and to pay a further special dividend comprising earnings not required to be held in the Group for solvency, buffers or purchasing shares for the Group’s employee share plans. No shares are expected to be purchased for the share plans until 2026.

    The Board has proposed a final dividend of 121.0 pence per share (approximately £366.6 million) splits as follows:

    • 91.4 pence per share normal dividend
    • A special dividend of 29.6 pence per share.

    The 2024 final dividend reflects a pay-out ratio of 87% of second half earnings per share. 121.0 pence per share is 133% higher than the final 2023 dividend (52.0 pence per share), in line with the growth in earnings per share.

    The 2024 final dividend payment date is 13 June 2025, ex-dividend date 15 May 2025, and record date 16 May 2025.

    Economic background

    Whilst remaining higher than its long-term average, the elevated inflation observed over the course of 2022 and 2023 started to reduce in 2024. Price increases implemented to mitigate the impact of the higher inflation in the Group’s main UK business in 2022 and 2023 have resulted in a strong current year underwriting performance compared to the prior year.

    Admiral continues to focus on medium-term profitability and has maintained a disciplined approach to business volumes. The Group’s customer base in UK Motor grew significantly at the start of 2024 as a result of price reductions ahead of the market, with market competition increasing in the second half. The Group continues to set claims reserves cautiously.

    Admiral Money has continued to grow its consumer loans book, with a cautious approach to growth and evolving underwriting criteria to reflect the macroeconomic environment and potential financial impact on consumers. The business continues to hold appropriately cautious provisions for credit losses.

    Change in UK personal injury discount rate (‘Ogden’)

    The discount rate, which is used in setting personal injury compensation (referred to throughout the report as ‘Ogden’), changed to +0.5% across the UK in H2 2024.

    In Scotland and NI, the discount rate changed from -0.75% to +0.5%, effective from September 2024. In England and Wales, it was announced in December 2024 that the discount rate would change to +0.5% from the existing -0.25% rate, effective from 11 January 2025. The +0.5% rate is expected to remain in place for up to the next five years.

    Given the announcements were made in 2024, the Group has updated its insurance contract liabilities to reflect the new rate. The impact of the change in rate is an increase in 2024 pre-tax profits of £100 million (with the ultimate profit impact estimated to be around £150 million).

    UK Insurance Review – Alistair Hargreaves, CEO UK Insurance

    It is a great privilege and responsibility to be appointed UK Insurance CEO and I’m fortunate that in writing this statement, I’m able to reflect on the UK Insurance teams’ many achievements in 2024, a very positive year. Our disciplined approach to managing uncertainty and the motor market cycle, alongside enhancements to propositions, pricing, claims and customer experience, helped us to welcome 1.4 million new customers, sustain our market-leading combined ratio and deliver £977 million profit before tax, while improving our Trustpilot customer rating to an industry-leading 4.6.

    In motor, price is the primary customer consideration. This was especially true in 2024 after the recent sustained period of elevated claims inflation drove market premiums up and motor insurance affordability made the headlines. Our discipline throughout 2022 and 2023, where we increased prices ahead of competitors and sacrificed growth, paid off in 2024. We were able to start reducing rates in early 2024, ahead of the market, and our competitive prices resulted in a 15% increase in motor policies to a record 5.7 million. This was achieved whilst maintaining strong service levels and repair times due to the strength of our repair network partners. UK Motor turnover grew by £1.1 billion in 2024 to £4.5 billion and profit before tax increased to £955 million, driven by our strong performance as well as a c.£100 million reserving benefit from the recent change to the Ogden discount rate, which impacts large personal injury claims. We passed the benefits from the new Ogden rate going forward to our customers by lowering prices accordingly the day after the announcement in December.

    Beyond Motor, our strong MultiCover proposition supported further growth in our Household insurance business, despite continued rate increases offsetting claims inflation. The integration of the ‘More Than’ Pet and Home renewal rights from Royal Sun Alliance (RSA) is going well. The customer migration runs over 12 months and started in the summer of 2024. This has given a boost to our Household business, which finished the year with just under two million customers, and led to a significant acceleration for Pet with more than 200,000 policies. The renewal process will continue through to the summer of 2025. Our Travel business grew both new business and renewals with strong underwriting discipline leading to a small but growing profit.

    We continue to invest to further improve customer journeys and maintain our market-leading insurance expertise. In 2024, we drove improvements in speed, both in feature development sprints and deploying machine-learning models across pricing, claims, and customer experience. This is supported by the fact that over 80% of our estate is now cloud-based. We are pleased with the continued growth of our digital experience, which enables customers to engage with us in the most convenient way for them. We give customers the choice to self-serve digitally, and half of mid-term changes and a third of claims notifications are now made this way. In Motor, our investment in customer proposition and claims is supporting strong growth in insured electric vehicles where we continue to be one of the industry leaders with a high teens market share.

    The driving force of our business is our culture and people, we were pleased to, again, have been listed in the Top 10 for both Great Places to Work and for Great Places to Work for Women. One element of our culture, which I’m particularly proud of, is our continued support of our communities. In 2024, our colleagues spent over 30,000 hours helping over a thousand people to secure work or to gain new skills with funding and support for our community partners.

    2024 has been a remarkable year for UK Insurance, and by delivering for our customers we’ve taken the opportunity to grow. Looking ahead, some uncertainty remains around near-term market dynamics, but our strong team and fundamentals give us a great platform to continue to provide value, ease and trust for customers and in doing so make the most of opportunities for sustainable profitable growth in 2025 and beyond.

    UK Insurance financial performance

    £m 2024 2023
    Turnover1 2 5,108.5 3,776.0
    Total premiums written1 4,745.2 3,502.6
    Insurance revenue 3,873.4 2,596.9
    Underwriting result1 764.4 383.4
    Net investment income 70.5 55.2
    Co-insurer profit commission and net other revenue 141.8 157.9
    UK Insurance profit before tax1 976.7 596.5

    Segment result: UK Insurance profit before tax1

    £m 2024 2023
    Motor 955.1 593.3
    Motor (Ogden -0.25%) 854.8 593.3
    Household 34.1 7.9
    Travel and Pet (12.5) (4.7)
    UK Insurance profit before tax 976.7 596.5
    UK Insurance profit before tax (Ogden -0.25%) 876.4 596.5

    Segment performance indicators1

      2024 2023
    Vehicles insured 5.69m 4.94m
    Households insured 1.97m 1.76m
    Travel and Pet policies 1.14m 0.69m
    Total UK Insurance customers 8.80m 7.39m

    1 Alternative Performance Measures – refer to the end of this report for definition and explanation.

    2 Alternative Performance Measures – refer to note 14 for explanation and reconciliation to statutory income statement measures.

    Highlights for the UK Insurance business include:

    • In UK Motor:
      • A 15% increase in customer numbers, driven by reducing prices ahead of the market around the start of the year, after a period of prices moving higher to address significant claims cost inflation in the past few years
      • The increase in customers, combined with higher premiums, resulted in a 33% rise in turnover, and a 50% rise in insurance revenue
      • Profit of £955 million was 61% higher than 2023, driven by the resulting improved current year combined ratio and continued positive reserve releases, as well as the favourable impact of the Ogden Discount Rate change. Excluding the Ogden change, profit would have been £855 million, 44% higher than 2023.
    • In UK Household:
      • An increase in customer numbers of 12% to 1.97 million (31 December 2023: 1.76 million). Growth continued, particularly in the second half of 2024 when rate increases in response to inflation eased, resulting in increased competitiveness
      • Profit grew strongly to £34 million (2023: £8 million) as a result of a positive current period combined ratio driven by higher earned premiums, a relatively benign year for severe weather, an improved attritional loss year plus continued prior period releases.
    • In UK Travel and Pet Insurance:
      • Both business lines continued to grow their customer base and turnover
      • Travel delivers second consecutive annual profit, whilst there was an increased loss in Pet due to both integration costs (primarily IT) in relation to the More Than acquisition of £6.3 million, and the premium written as a result of More Than renewals not yet earning through
    • More Than acquisition:
      • In March 2024, the Group successfully completed its first significant acquisition, of the direct UK Household and Pet insurance renewal rights of the More Than brand and the transfer of over 280 colleagues from RSA. Liabilities relating to existing policies and those up to renewal remain with RSA
    • The integration of the business is now largely complete, with renewals having commenced in July 2024 for Household and in August 2024 for Pet
    • The 2024 UK Insurance results, therefore, include an impact of £11.9 million of integration costs in relation to the acquired business. See note 13 to the financial statements for further details.

    UK Motor Insurance financial review

    UK Motor profit in 2024 was £955 million, 61% higher than 2023. Excluding the impact of the change in the Ogden Discount Rate, UK Motor profit was £855 million, 44% higher than 2023. This increase is the result of an improved current period combined ratio (driven by higher average premiums earning through), along with continued positive development of prior year claims, partly offset by recognising the reinsurer’s share of releases on underwriting years 2021-2023.

    In addition, favourable net investment income is driven by higher yields and investment balances.

    £m 2024 2023
    Turnover1 4,495.9 3,371.8
    Total premiums written1 2 4,157.7 3,118.2
    Insurance premium revenue1 3,160.5 2,115.4
    Other insurance revenue 209.0 134.8
    Insurance revenue 3,369.5 2,250.2
    Insurance revenue net of XoL2 4 3,271.4 2,188.6
    Insurance expenses1 2 3 (586.8) (451.2)
    Insurance claims incurred net of XoL2 4 (2,078.1) (1,729.0)
    Insurance claims releases net of XoL2 4 374.6 392.8
    Quota share reinsurance result2 3 (228.8) (16.8)
    Movement in onerous loss component net of reinsurance2 1.1 4.1
    Underwriting result2 753.4 388.5
    Investment income 150.0 111.8
    Net insurance finance expenses (83.4) (58.2)
    Net investment income 66.6 53.6
    Co-insurer profit commission 53.3 76.5
    Other net income 81.8 74.7
    UK Motor Insurance profit before tax1 955.1 593.3
    UK Motor Insurance profit before tax (Ogden -0.25%) 854.8 593.3

    Segment performance indicators

      2024 2023
    Reported Motor loss ratio1 2 5 52.1% 61.1%
    Reported Motor expense ratio1 2 5 17.9% 20.6%
    Reported Motor combined ratio1 2 5 70.0% 81.7%
    Reported Motor combined ratio (Ogden -0.25%)1 73.2% 81.7%
    Reported Motor Insurance service margin1 2 5 23.0% 17.7%
    Core motor loss ratio before releases1 2 6 69.2% 87.0%
    Core motor claims releases1 2 6 (12.7)% (20.2)%
    Core motor loss ratio1 2 6 56.5% 66.8%
    Core motor expense ratio1 2 6 18.2% 21.4%
    Core motor combined ratio1 6 74.7% 88.2%
    Core motor written expense ratio1 2 7 16.8% 17.8%
    Vehicles insured at period end1 2 5.69m 4.94m
    Other revenue per vehicle2 8 £76 £62

    1 Alternative Performance Measures – refer to the end of this report for definition and explanation.

    2 Alternative Performance Measures – refer to Appendix 1b for explanation and reconciliation to statutory income statement measures.

    3 Insurance expenses and quota share reinsurance result excludes gross and reinsurers’ share of share scheme charges respectively. Share scheme charges reported in Other Group Items.

    4 XoL refers to Excess of Loss (non-proportional) reinsurance; see glossary at end of report for further information.

    5 Reported Motor loss ratio, expense ratio and insurance service margin are all net of XoL, as defined in the glossary. Reconciliation in Appendix 1b.

    6 Core Motor loss ratio, expense ratio and combined ratio are all net of XoL, as defined in the glossary. Reconciliation in Appendix 1b.

    7 Core motor written expense ratio defined as insurance expenses divided by core product written insurance premium, net of excess of loss reinsurance.

    8 Other revenue per vehicle includes other revenue included within insurance revenue. See ‘Other Revenue’ section for explanation.

    Claims

    Claims inflation continues to show signs of gradually reducing, with Admiral’s current estimate of average claims cost inflation for full-year 2024 (compared to full-year 2023) being approximately in mid-to-high single-digits (2023: around 10%). Despite the significant growth in policy base, a small reduction in claims frequency has been observed.

    As usual, the longer-term impacts of inflation on bodily injury claims remain uncertain. Admiral did not observe material changes in inflation for bodily injury claims settled in 2024, when compared to 2023. We maintain a prudent allowance held in the best estimate reserve to reflect potential impacts of higher than historic levels of future wage inflation on certain elements of large bodily injury claims reserves.

    There is still uncertainty within motor claims across the market arising from inflation, and future developments relating to both whiplash reforms, and regulatory developments. As noted above, the new Ogden discount rate of +0.5%, as announced in December 2024, has been used within the best estimate reserves.

    In line with the FCA’s multi-firm review into total loss claims valuations, Admiral is conducting a review of its total loss and related processes, which considers current practice and customer outcomes in the recent past. The work is in the process of being finalised, with the conclusion that some action is required.

    Although uncertainty remains over the final position, when fully concluded, the cost is not expected to have a significant impact on the financial statements. Taking account of current information, appropriate amounts are included within insurance contract liabilities at 31 December.

    Admiral continues to hold a significant and prudent risk adjustment above best estimate reserves, with an increase in the confidence level to the 95th percentile (93rd percentile at 31 December 2023). When setting the level of risk adjustment due consideration has been given to the strong releases in the best estimate, inherent uncertainty in bodily injury claims, growth in the UK motor book along with an assessment of other external factors. There has been a slight reduction in the volatility of the reserve risk distribution from which the percentile is selected as a result of the strong reserve releases following the change in Ogden discount rate; otherwise it has not changed significantly since 2023.

    The core motor loss ratio has reduced to 56.5% (2023: 66.8%) with offsetting movements in the current period loss ratio and prior year reserve releases, as follows:

    Core Motor loss ratio1 2 Core motor loss ratio before releases Impact of claims reserve releases Core motor loss ratio
    FY 2023 87.0% (20.2)% 66.8%
    Change in current period loss ratio excluding Ogden (16.9)% —% (16.9)%
    Change in claims reserve release excluding Ogden —% 10.2% 10.2%
    Impact of Ogden discount rate change (0.9)% (2.7)% (3.6)%
    FY 2024 69.2% (12.7)% 56.5%

    1 Reported Motor loss ratio shown on a discounted basis, excluding unwind of finance expenses

    2 Alternative Performance Measures – refer to Appendix 1b for explanation and reconciliation to statutory income statement measures.

    The rate increases that were implemented over the course of 2022 and 2023, as well as favourable frequency in 2024, have driven a significant improvement in the current period loss ratio.

    The benefit from prior-period releases includes both the positive development of the best estimate reserve and the unwind of risk adjustment for prior-period claims. The absolute value of releases is consistent with 2023, with higher releases on the best estimate arising from significant favourable development, along with the benefit from the Ogden rate change, being offset by lower releases of risk adjustment given the increase in risk adjustment percentile. The lower release percentage is a result of significantly increased earned premiums.

    Quota share reinsurance

    Admiral’s quota share reinsurance result reflects the net movement on ceded premiums, reinsurer margins and expected recoveries (claims and expenses, excluding share scheme charges) for underwriting years on which quota share reinsurance is in place (2021 underwriting year onwards).

    The ‘Group capital structure’ section sets out further details on Admiral’s UK Motor quota share arrangements.

    Quota share reinsurance result1

    £m 2024 2023 Quota share claims asset
    31 December 2024
    2021 and prior (27.2) (55.3) 15.0
    2022 (84.0) 8.2 62.8
    2023 (81.0) 30.3 —
    2024 (36.6) — —
    Total (228.8) (16.8) 77.8

    1 Quota share result in underwriting year 2024 includes an £11.1 million re-charge for the reinsurer’s assumed share scheme recoveries, out of other Group costs in line with prior period (2023: £11.1 million)

    The significantly increased quota share charge in 2024 is the result of:

    • Favourable developments in the underlying loss ratios on underwriting years 2021-2023 resulting in the reversal of quota share recoveries previously recognised
    • A charge rather than credit on the most recent underwriting year (2024), as the booked combined ratio is below 100%, which means no quota share recoveries are recognised.

    Co-insurer profit commission

    Co-insurer profit commission of £53.3 million is lower than in 2023 (£76.5 million).

    In 2024, a significant proportion of claims releases are on underwriting years 2021 and 2022, which reduce the losses on those years but do not result in profit commission, given the years are not yet profitable with booked combined ratios of over 100%.

    In addition, the losses on those years are carried forward in line with contractual clauses, suppressing the recognition of profit commission on underwriting years 2023 and also, to a large extent, 2024.

    Net investment income

    Net investment income increased to £66.6 million from £53.6 million, benefiting from higher investment income, which was largely offset by increased net insurance finance expenses.

    Investment income grew by 34% to £150.0 million (2023: £111.8 million), as a result of increased investment balances (due to strong growth in premium collected) and higher average return. Further information on the Group’s investment portfolio and the income generated in the period is provided later in the report.

    Net insurance finance expense reflects the unwind of the discounting benefit recognised when claims are initially incurred. The expense has increased notably in 2024 (£83.4 million; 2023 £58.2 million) as a result of the unwind of discounting benefit recognised from early 2022 onwards, when there was a significant increase in risk-free interest rates. A significant proportion of the insurance finance expense in 2024 relates to claims incurred during 2022 and 2023.

    Other revenue

    Admiral generates other revenue from a portfolio of insurance products that complement the core motor insurance product, and also fees generated over the life of the policy. The most material contributors to other revenue continue to be:

    • Profit earned from Motor policy upgrade products underwritten by Admiral, including breakdown, car hire and personal injury covers
    • Revenue from other insurance products, not underwritten by Admiral
    • Fees such as administration and cancellation fees
    • Interest charged to customers paying for cover in instalments.

    Under IFRS 17, income from underwritten ancillaries and an allocation of instalment income and administration fees in line with Admiral’s gross share of the core motor product premium, are included within Insurance revenue in the underwriting result. The remaining income from instalment income and fees, as well as income from other non-underwritten ancillary products is presented in other net income.

    Overall contribution increased to £321.8 million (2023: £247.3 million), primarily due to the growth in customer numbers in the past year. In particular, more customers along with the increased proportion of customers choosing to pay via monthly payments in the prior period has resulted in higher earned instalment income.

    Other revenue was equivalent to £76 per vehicle (gross of costs), with net other revenue per vehicle at £61 per vehicle, both up compared to 2023 in line with the increased contribution.

    UK Motor Insurance Other revenue

    £m 2024
      Within underwriting result Other net income Total
    Premium and revenue from additional products and fees1 139.8 83.4 223.2
    Instalment income and administration fees2 209.0 45.7 254.7
    Other revenue 348.8 129.1 477.9
    Claims costs and allocated expenses3 (108.8) (47.3) (156.1)
    Net other revenue 240.0 81.8 321.8
    Other revenue per vehicle4     £76
    Other revenue per vehicle net of internal costs     £61
    £m 2023
      Within underwriting result Other net income Total
    Premium and revenue from additional products and fees1 107.8 89.4 197.2
    Instalment income and administration fees2 134.8 29.3 164.1
    Other revenue 242.6 118.7 361.3
    Claims costs and allocated expenses3 (70.0) (44.0) (114.0)
    Net other revenue 172.6 74.7 247.3
    Other revenue per vehicle4     £62
    Other revenue per vehicle net of internal costs     £52

    1 Premium from underwritten ancillaries is recognised within the insurance service result (underwriting result). Other income from non-underwritten products and fees is included within other net income, below the underwriting result but part of the insurance segment result.

    2 Instalment income and administration fees are recognised within insurance revenue (% aligned to Admiral’s share of premium, net of co-insurance) and other revenue (% aligned to co-insurance share of premium).

    3 Claims costs relating to underwritten ancillary products, along with an allocation of related expenses, are recognised within the insurance result. Expenses allocated to the generation of revenue from non-underwritten ancillaries are recognised within other net income.

    4 Other revenue per vehicle (before internal costs) divided by average active vehicles, rolling 12-month basis. Presented here based on all ancillary income.

    UK Household Insurance financial review

    £m 2024 2023
    Turnover1 475.4 338.6
    Total premiums written1 450.3 318.8
    Insurance revenue 399.6 292.8
    Insurance revenue net of XoL1 376.4 275.3
    Insurance expenses1 (102.9) (80.9)
    Insurance claims incurred net of XoL1 (225.7) (199.8)
    Insurance claims releases net of XoL1 37.0 6.4
    Underwriting result, net of XoL reinsurance1 84.8 1.0
    Quota share reinsurance result1 3 (61.2) (1.4)
    Underwriting result1 23.6 (0.4)
    Net insurance investment income 3.9 1.6
    Other income 6.6 6.7
    UK Household Insurance profit before tax1 34.1 7.9

    Segment performance indicators

      2024 2023
    Reported Household loss ratio1 2 50.1% 70.2%
    Reported Household expense ratio1 2 27.3% 29.4%
    Reported Household combined ratio1 2 77.4% 99.6%
    Household insurance service margin2 6.3%         (0.1%)
    Household loss ratio before releases2 60.0% 72.6%
    (Favourable) impact of weather on reported loss ratio vs budget4 (7.9%) (3.8%)
    Households insured at period end 1.97m 1.76m

    1 Alternative Performance Measures – refer to the end of this report for definition and explanation

    2 Alternative Performance Measures – refer to Appendix 1c for explanation and reconciliation to statutory income statement measures.

    3 Quota share reinsurance result within the segment result excludes reinsurers’ share of share scheme costs.

    4 Weather impact, being the combined impact of claims related to freeze, flood, storm and subsidence, is disclosed relative to a budget expectation. The 2023 impact has been restated to align.

    The UK Household Insurance business reported strong growth in turnover of 40% to £475.4 million (2023: £338.6 million). The number of homes insured increased by 12% to 1.97 million (31 December 2023: 1.76 million), despite price increases made by Admiral during 2024, in particular the first half, to reflect continued higher claims inflation. Competitors also increased prices, with Admiral’s competitiveness in price comparison (the main distribution channel for new policies) relatively unchanged.

    Profit before tax for the period was £34.1 million (2023: £7.9 million), the large increase arising as a result of:

    • Strong prior year reserve releases of £37.0 million (2023: £6.4 million), reducing the loss ratio by 9.9 percentage points (2023: 2.4 percentage points). These releases primarily reflect the unwind of best estimate reserves in relation to the freeze events in late 2022, along with some impact from the unwind of storm events in late 2023
    • A lower current period combined ratio, with both a lower loss ratio and expense ratio driven in large part by higher earned premiums.

    The reported loss ratio excluding releases decreased significantly to 60.0% (2023: 72.6%) as a result of the higher earned premiums, along with relatively benign weather and a reduction in claims frequency.

    Weather was relatively benign in both periods. While there was some impact of freeze, flood and storm events, this was considered below a budget expectation, creating a net benefit to the current period loss ratio of just under 8% (2023: 3.8%).

    Despite growth in absolute expenses during the year as the business grew, Admiral’s expense ratio improved to 27.3% (from 29.4%), benefiting from the larger portfolio and the earning through of higher average premiums. Customer growth leading to higher acquisition costs and IT integration costs relating to the More Than acquisition were the primary drivers of the increase in absolute costs.

    The quota share result for the period (a loss of £61.2 million compared to £1.4 million) arises as a result of the proportional sharing of the positive underlying underwriting result, with only a small amount of profit commission recognised to date on underwriting year 2024, due to a relatively cautious view of the written combined ratio.

    International Insurance

    International Insurance – Costantino Moretti – CEO, International Insurance

    In 2024 we continued to prioritise margin over growth, maintaining our pricing discipline which resulted in an improved performance in most of our markets.

    Market conditions improved in France and Spain, with premiums finally increasing to reflect continued claims inflation. Having increased prices ahead of competitors in 2023, the businesses saw their competitiveness improve resulting in an improved performance year-on-year.

    On 1st July, Julien Bouverot was appointed CEO of L’olivier which now insures 453,000 motorists and 83,000 homes. In 2024 the business has increased its turnover and delivered a double-digit profit. The team is also investing in its technological capabilities to make it easier to provide multiproduct propositions for its growing customer base.

    In Spain, Admiral Seguros is making good progress against its distribution diversification strategy which aims to make it easier for customers to access insurance through the channels that best suit them. This approach is yielding positive results with a lower expense ratio despite the investment into new channels.

    2024 was more challenging for ConTe, partly, driven by the update to the Milan Court tables which determine the cost of most bodily injury claims, inflation and because of some adverse experience, notably from some business written in 2023. The management team has already taken material pricing and other remediating actions to restore ConTe to profitability.

    Our team in the US has achieved a great turnaround. Elephant delivered a profit of £14 million due to management’s focus on improving the book mix and cost discipline. The business experienced a shrinkage of book size which is now stabilising.

    We are proud of the team’s hard work. As previously mentioned, we’ve been assessing the strategic options for Elephant. We have made good progress and are in exclusive talks with a potential acquirer.

    Our colleagues’ commitment and dedication to our customers and each other is unmatched, which is why we continue to see positive customer satisfaction scores across the board and our businesses are recognised as Great Places to Work. The combination of our colleagues and management teams’ strategic focus and expertise mean that we are well-placed for a positive 2025.

    International Insurance financial review

    £m 2024 2023
    Turnover1 840.0 894.9
    Total premiums written1 785.7 840.0
    Insurance revenue 829.5 842.6
    Insurance revenue net of XoL1 794.2 811.8
    Insurance expenses1 (236.5) (249.4)
    Insurance claims net of XoL1 (564.5) (565.2)
    Underwriting result, net of XoL1 (6.8) (2.8)
    Quota share reinsurance result1 3 (4.1) (22.1)
    Movement in net onerous loss component 0.4 0.6
    Underwriting result1 (10.5) (24.3)
    Net investment income 6.1 4.3
    Net other revenue (0.9) 2.0
    International Insurance loss before tax1 4 (5.3) (18.0)

    Segment performance indicators        

    £m 2024 2023
    Loss ratio1 2 71.1% 69.6%
    Expense ratio1 2 29.8% 30.7%
    Combined ratio¹ 100.9% 100.3%
    Insurance service margin1 2 (1.3%) (3.0%)
    Customers insured at period end1 2.10m 2.17m

    International Motor Insurance – Geographical analysis1

    2024 Spain Italy France US Total
    Vehicles insured at period end 0.45m 0.96m 0.45m 0.14m 2.00m
    Turnover (£m) 131.8 269.1 224.0 200.1 825.0
               
    2023 Spain Italy France US Total
    Vehicles insured at period end 0.45m 1.04m 0.42m 0.19m 2.10m
    Turnover (£m) 121.8 272.4 219.1 271.2 884.5

    Segment result: International Insurance result1

    £m 2024 2023
    European Motor (14.8) 6.1
    Spain Motor (3.1) (8.6)
    Italy Motor (22.8) 7.3
    France Motor 11.1 7.4
    US Motor 14.4 (19.6)
    Other (4.9) (4.5)
    International Insurance loss before tax (5.3) (18.0)

    1 Alternative Performance Measures – refer to the end of this report for definition and explanation.

    2 Alternative Performance Measures – refer to Appendix 1d for explanation and reconciliation to statutory income statement measures.

    3 Quota share reinsurance result within the segment result excludes reinsurers’ share of share scheme costs.

    4 Costs related to the settlement of a historic Italian tax matter during 2023 are excluded from the International Insurance result and presented within Group other costs, given that these are not reflective of the underlying trading performance of the International Insurance business.

    Admiral’s International insurance businesses reported a 3% reduction in customer numbers at 31 December 2024 to 2.10 million (31 December 2023: 2.17 million), as a result of a continued reduction in the US, and a reduction in Italy following pricing action taken to prioritise margin over growth. Turnover fell to £840.0 million (2023: £894.9 million), driven by a reduction in the US, partially offset by higher turnover in the European businesses as a result of higher average premiums.

    The combined result for the segment improved by around £13 million to a loss of £5.3 million (2023: loss of £18.0 million), driven by a significantly improved result in the US, which was partly offset by the disappointing Italian result.

    The combined ratio increased slightly to 100.9% (2023: 100.3%). An improved expense ratio (30% v 31%) was offset by a higher loss ratio, which was impacted by higher Italian and lower US and other European loss ratios.

    The European insurance operations in Spain, Italy and France insured 1.86 million vehicles at 31 December 2024 – 2% lower than a year earlier (31 December 2023: 1.91 million). Motor turnover was up 2% to £624.9 million (2023: £613.3 million), driven by continued price increases following continued focus on improving loss ratios.

    The combined European Motor loss was £14.8 million (2023: £6.1 million), with the combined ratio increasing to 105.0% (2023: 95.4%) largely a result of the loss of £22.8 million recognised in ConTe in Italy (2023: profit of £7.3 million).

    ConTe’s performance in 2024 was adversely impacted by both the significant increase to the settlement inflation rate for large bodily injury claims provided by the court of Milan (known as the Milan tables) which had an impact of approximately £16 million, and also the impact of continued inflation on claims settlement costs, particularly on business written in 2023. Action has been taken with strong price increases to improve the loss ratio and restore profitability. Vehicles insured decreased by 7% to 0.96 million (2023: 1.04 million) as a result of the pricing action, with turnover decreasing by 1% to £269.1 million (2023: £272.4 million).

    L’olivier assurance (France) continued to grow, with the customer base increasing by 8% to 0.45 million (31 December 2023: 0.42 million), and turnover increasing by 2% to £224.0 million (2023: £219.1 million). The business reported increased profits in 2024 (£11.1 million v £7.4 million) as a result of its focus over the past year on risk selection and loss ratio improvements, as well as cost reduction.

    In Admiral Seguros (Spain) customer numbers were flat at 0.45 million, due to increased prices to target loss and expense ratio improvements. The loss for the year was notably lower (£3.1 million v £8.6 million). Admiral Seguros continues to focus on sustainable growth through distribution diversification in the broker channel and other partnerships alongside its direct offering.

    In the US, Admiral underwrites motor insurance through its Elephant Auto business. Elephant delivered a significantly improved result in 2024 with a profit of £14.4 million (2023: loss of £19.6 million) due to strong management action on pricing, underwriting and expense control.

    In early March 2025, Admiral entered into a memorandum of understanding with a counterparty with a view to signing a purchase agreement to sell Elephant. The agreement, if signed, would be subject to regulatory approval.

    Admiral Money

    Scott Cargill – CEO, Admiral Money

    I’m pleased to be able to say it has been a positive 2024 for Admiral Money. Throughout the year we have retained a firm focus on prime lending and continued to prioritise a controlled and conservative approach to growth. Our book at the end of December stands at £1.17 billion, 23% growth since FY 2023.

    Our gross income of £112.5 million has grown 19% since FY 2023, reflecting the higher average balances through the year. Our book net interest margin finishes the year at a healthy 650bps and our credit performance has been more than satisfactory, with a full year of cost of risk of 2.5%. The outcome of this has been our third consecutive year of growing profits, achieved whilst maintaining an appropriately conservative provision to cover potential credit losses.

    Our NPS score of 75 and Trust Pilot score of 4.4 provide continued evidence that our focus on being an efficient customer-focussed prime lender, providing certainty and transparency to UK customers on their lending needs through offering guaranteed rate solutions, is a successful formula.

    In 2024 we have also continued our focus on being the lender of choice for Admiral Insurance customers. This is a key pillar of our strategy and where we have the most significant competitive advantage. Over 68% of our new customer flows in 2024 came from either current or recent Admiral Insurance customers.

    When we set out Admiral Money’s strategy in 2018, we identified four key ingredients for an ‘Admiral-like’ lender. Over seven years, we have clearly proven three: pricing excellence, expense efficiency, and product differentiation. I’m delighted to see us take our first step towards delivering the fourth, using third-party capital to enhance shareholder returns and manage risk. I’m pleased to confirm our first off-balance-sheet deal, a forward flow agreement consisting of £150 million back book and up to £300 million per annum, transferring loan risk off Admiral’s balance sheet in exchange for origination and servicing fees. This milestone enables future growth beyond the Group’s balance sheet and acts as a model for us to expand participation in consumer lending beyond the current asset classes.

    Looking to 2025, we enter with strong momentum. I expect to see continued growth towards the £1.3 billion on-balance sheet loans, with total loans under management towards £1.6 billion. I’d like to finish by thanking our customers and all of my colleagues and wish everyone the best for 2025.

    Admiral Money financial review

    £m 2024 2023
    Total interest income 112.5 94.7
    Interest expense¹ (43.2) (28.3)
    Net interest income 69.3 66.4
    Other income 0.5 0.1
    Total income 69.8 66.5
    Credit loss charge (26.9) (33.4)
    Expenses (29.9) (22.9)
    Admiral Money profit before tax² 13.0 10.2

    1 Includes £6.1 million intra-group interest expense (2023: £1.5 million).

    2 Alternative Performance Measures – refer to the end of this report for definition and explanation.

    Admiral Money distributes and underwrites unsecured personal loans and car finance products for UK consumers through the comparison channels, credit scoring applications, through car dealerships, and direct to consumers via the Admiral website. The aim of the proposition is to provide customers with affordable guaranteed rates, ensuring transparency and certainty.

    Admiral Money recorded a pre-tax profit of £13.0 million in 2024, improved from £10.2 million profit in 2023, continuing the positive trajectory of growth in both the loan book and profit.

    The business has continued to focus on writing high-quality loans, with the increase in profit largely driven by net interest income growth of 4% to £69.3 million (2023: £66.4 million), as well as a reduced provision charge driven by a focus on high-quality risk selection and positive loss performance. Increased interest expense is driven by market-linked funding instruments and continued investment to support the ongoing growth in the business, partially offset the increased net interest income and lower credit loss charge.

    Gross loans balances totaled £1,174.0 million at the end of the year (31 December 2023: £956.8 million), with a £84.3 million (31 December 2023: £81.7 million) expected credit loss provision. This leads to a net loans balance of £1,089.7 million (31 December 2023: £875.1 million)

    Credit loss models reflect the latest economic assumptions and appropriate post model adjustments remain in place to maintain an appropriately cautious level of provisioning. The provision to loans balance coverage ratio is lower at 7.2% (31 December 2023: 8.5%), with a £2.6 million increase in absolute provision size in the period to £84.3 million. The provision includes lower post model adjustments of £4.6 million (31 December 2023: £9.2 million) reflecting the improved UK economic outlook.

    Admiral Money is funded through a combination of internal and external funding sources. The external funding is secured against certain loans via a transfer of the rights to the cash flows to two special purpose entities (‘SPEs’). The securitisation and subsequent issue of notes via SPEs does not result in a significant transfer of risk from the Group.

    Other Group Items

    Other Group items financial review

    £m 2024 2023
    Share scheme charges (62.2) (54.4)
    Other central costs (51.2) (41.7)
    Admiral Pioneer result (11.3) (16.2)
    Business development costs (20.1) (15.3)
    Finance charges1 (26.4) (20.3)
    Compare.com loss before tax — (2.6)
    Sale of shares in Insurify 12.5 —
    Other interest and investment income 13.5 4.6
    Total (145.2) (145.9)

    1 Finance charges within other Group items include £1.8 million (2023: £1.7 million) that relate to intra-group arrangements,
    with the corresponding income presented within the UK Insurance result.

    Share scheme charges relate to the Group’s two employee share schemes. The increase in charge in the period is driven primarily by both higher vesting assumptions and increases in bonuses tied to dividends paid in the year.

    Other central costs consist of Group-related expenses and include an allocation of Group employee costs as well as the cost of a number of significant Group projects. In 2024, these include the cost of a one-off employee bonus of approximately £8 million, along with higher project costs for the internal capital model development and the strategic review of the US Insurance business. In addition, central Group employee expenses increased relative to 2023.

    Admiral launched Admiral Pioneer in 2020 to focus on new product diversification opportunities. Pioneer businesses include Veygo (short-term and learner driver car insurance in the UK) and Admiral Business (small business insurance in the UK). Pioneer’s businesses reported a lower loss of £11.3 million in 2024 (2023: £16.2 million). The 2023 result was impacted by adverse large claims experienced in Veygo (one large claim in particular); the improvement in 2024 arises from continued growth and better claims experience, with Veygo reporting its first profit. The overall loss in Admiral Pioneer reflects continued investment in the development of new products, including for example, the partnership with Insurtech fleet insurer Flock, entered into in 2024.

    Business development costs increased to £20.1 million (2023: £15.3 million), primarily as a result of non-recurring transaction and other costs of £6.5 million related to the More Than acquisition.

    Finance charges of £26.4 million (2023: £20.3 million) primarily related to interest on the £250 million subordinated notes issued in July 2023 at a rate of 8.5%, with the charge in 2023 based on the original £200 million subordinated loan notes issued in July 2014. The increase in finance charges is largely offset by the increase in other interest and investment income, which arises primarily from the higher interest rate environment, with 2023 also including a loss on disposal of £3.6 million.

    A loss of £2.6 million was attributed to compare.com in 2023 following its disposal. As part of the disposal, the Group received shares as a minority interest shareholder of the acquirer. In 2024, the Group sold those shares, realising a one-off gain of £12.5 million.

    Group capital structure and financial position

    The Group manages its capital to ensure that all entities are able to continue as going concerns and that regulated entities comfortably meet regulatory capital requirements. Surplus capital within subsidiaries is paid up to the Group holding company in the form of dividends.

    The Group’s regulatory capital is based on the Solvency II Standard Formula, with a capital add-on to reflect recognised limitations in the Standard Formula with respect to Admiral’s business, predominantly in respect of profit commission arrangements in co-insurance and reinsurance agreements.

    Admiral continues to develop its partial internal model to form the basis of calculating capital requirements post-approval. This programme is ongoing with regular engagement with the regulator on the application process and timing.

    The current approved capital add-on is £24 million.

    The estimated and unaudited Solvency ratio for the Group at the date of this report is as follows:

    Group capital position (estimated and unaudited)

    £bn 2024 2023
    Eligible Own Funds (post-dividend)1 1.74 1.42
    Solvency II capital requirement2 0.86 0.71
    Surplus over capital requirement 0.88 0.71
    Solvency ratio (post-dividend)3 203% 200%

    1 Own Funds include approximately £250 million of Tier 2 capital following the Group’s issue of ten-year subordinated loan notes.

    2 Solvency capital requirement includes updated, unapproved capital add-on.

    3 Solvency ratio calculated on a volatility adjusted basis.

    The Group’s solvency ratio is slightly improved compared with the closing position of 2023 at 203% (2023: 200%). Own funds increased following continued strong generation of economic capital in the core UK motor business as a result of the positive current period underwriting performance of UK Motor and prior period releases, including the impact of the change in Ogden discount rate, which offset a reduction of around 11 points of solvency ratio following the de-recognition of intangible assets recognised in the More Than acquisition due to Solvency II rules, and a higher foreseeable dividend.

    The SCR also increased over the year, though to a lesser extent. The increase of approximately £150 million was primarily due to the increase in premiums across all Group businesses and the associated impact on underwriting and operational risk elements of the capital requirement. The estimated solvency ratio including the fixed Group capital add-on of £24 million, that is calculated at the balance sheet date rather than the date of this report, and is expected to be reported in the Group’s 2024 Solvency and Financial Condition Report (SFCR) is as follows:

    Regulatory solvency ratio (estimated and unaudited) 2024 2023
    Solvency ratio as reported above 203% 200%
    Change in valuation date1 (9%) (11%)
    Other (including impact of updated, unapproved capital add-on) 4% (6%)
    Solvency ratio to be reported (SFCR) 198% 183%

    Solvency ratio sensitivities

      2024 2023
    UK Motor – incurred loss ratio +5% (26%) (11%)
    UK Motor – 1-in-200 catastrophe event (3%) (1%)
    UK Household – 1-in-200 catastrophe event (3%) (5%)
    Interest rate – yield curve up 100 bps (1%) (1%)
    Interest rate – yield curve down 100 bps —% 1%
    Credit spreads widen 100 bps (2%) (5%)
    Currency – 10% (2023: 25%) movement in euro and US dollar (2%) (3%)
    ASHE – long-term inflation assumption up 100 bps (6%) (3%)
    Loans – 100% weighting to ‘severe’ scenario2 (1%) (1%)

    1 The solvency ratio reported above includes additional own funds generated post-year-end up to the date of this report.

    2 Refer to note 7 to the financial statements for further information on the ‘severe’ scenario.

    The increased sensitivity of the incurred loss ratio stress is the result of the growth in premium exposure and relatively profitability of the most recent underwriting year, whilst the increased sensitivity to ASHE is due to both a slight increase in settled periodic payment orders (PPOs), and higher PPO propensity assumptions following the change in Ogden.

    Investments and cash

    Investment strategy

    Admiral Group’s investment strategy focuses on capital preservation and low volatility of returns relative to liabilities, and follows an asset liability matching strategy to control interest rate, inflation and currency risk. A prudent level of liquidity is held and the investment portfolio has a high-quality credit profile. In 2024, the focus remained on matching, and cashflows were invested into high-quality assets to take advantage of healthy risk-free rates, whilst being appropriately cautious on the credit outlook. The Group holds a range of government bonds, corporate bonds, alternative and private credit assets, alongside liquid holdings in cash and money market funds.

    A further aim of the strategy is to reduce the Environmental, Social, and Governance (ESG) related risks in the portfolio whilst continuing to achieve sustainable long-term returns. In 2024, the portfolio weighted average ESG score was upgraded to an MSCI AAA rating.

    Total investment income for 2024 was £175.6 million (2023: £126.7 million).

    The investment return on the Group’s investment portfolio (excluding unrealised gains and losses and the movement in provision for expected credit losses) was £182.1 million (2023: £124.4 million). The annualised rate of return was higher at 4.0% (2023: 3.3%) mainly as a result of higher investment yields, with the increased income driven by a combination of the higher yield and increased asset balances following the growth in the business.

    Investment return

    £m 2024 2023
    Underlying investment income yield 4.0% 3.3%
    Investment return 182.1 124.4
    Unrealised losses on derivatives (0.2) (0.2)
    Movement in provision for expected credit losses (6.3) 2.5
    Total investment return 175.6 126.7

    Cash and investments analysis

    £m 2024 2023
    Fixed income and debt securities 3,335.4 2,825.9
    Money market funds and other fair value through P&L investments 1,421.0 918.8
    Cash deposits 91.7 116.7
    Cash 313.6 353.1
    Total¹ 5,161.7 4,214.5

    1 Total Cash and Investments includes £354.5 million (2023: £278.2 million) of Level 3 investments. Refer to note 6d in the financial statements for further information.

    Cashflow

    £m 2024 2023
    Operating cashflow, before movements in investments 1,303.4 697.5
    Transfers to financial investments (810.3) (285.5)
    Operating cashflow 493.1 412.0
    Tax payments (124.1) (133.0)
    Investing cashflows (capital expenditure) (144.2) (75.9)
    Financing cashflows (436.0) (216.7)
    Loans funding through special purpose entity 178.1 44.9
    Foreign currency translation impact (6.4) 24.8
    Net cash movement (39.5) 56.1
    Unrealised gains on investments 11.4 98.1
    Movement in accrued interest, foreign exchange and unrealised gains on derivatives 165.0 69.0
    Net increase in cash and financial investments 947.2 508.7

    The main items contributing to the operating cash inflow are as follows:

    £m 2024 2023
    Profit after tax 662.9 337.2
    Change in net insurance contract liabilities 606.5 309.5
    Net change in trade receivables and liabilities 46.3 (42.3)
    Change in loans and advances to customers (231.4) (73.6)
    Non-cash Income Statement items 42.8 61.1
    Taxation expense 176.3 105.6
    Operating cashflow, before movements in investments 1,303.4 697.5

    The Group continues to generate significant amounts of cash, particularly notable during 2024, and its capital-efficient business model enables the distribution of the majority of post-tax profits as dividends. Total cash and investments at 31 December 2024 was £5,161.7 million (31 December 2023: £4,214.5 million), the increase reflecting the collections from higher written premium in UK Insurance.

    The net increase in cash and investments in the period is £947.2 million (2023: increase of £508.7 million).

    Taxation

    The tax charge for the period is £176.3 million (2023: £105.6 million), which equates to 21.0% (2023: 23.8%) of profit before tax. The tax rate in 2023 was impacted by the settlement of a non-recurring historic Italian tax matter. In addition, in 2024, a greater proportion of profits has arisen in the Group’s businesses outside the UK, leading to the lower effective tax rate. See note 10 to the financial statements for further details.

    Co-insurance and reinsurance

    Admiral makes significant use of proportional risk sharing agreements, where insurers outside the Group underwrite a majority of the risk generated, either through co-insurance or quota share reinsurance contracts. These arrangements include profit commission terms which allow Admiral to retain a significant portion of the profit generated.

    Although the primary focus and disclosure is in relation to the UK Motor Insurance book, similar longer-term arrangements are in place in the Group’s International Insurance operations and the UK Household and Van businesses.

    UK Motor Insurance

    Munich Re and its subsidiary entity, Great Lakes, currently underwrite 40% of the UK Car business. From 2022, 20% of this total is on a co-insurance basis (via Great Lakes) and will extend to 2029. The remaining 20% is on a quota share reinsurance basis and these arrangements now extend to 2026.

    The Group also has other quota share reinsurance arrangements confirmed to at least 2025 covering 38% of the business written.

    The nature of the co-insurance proportion underwritten by Munich Re (via Great Lakes) in the UK is such that 20% of all Car premium and claims accrue directly to Great Lakes and are not reflected in the Group’s financial statements. Similarly, Great Lakes reimburses the Group for its proportional share of expenses incurred in acquiring and administering this business.

    Admiral’s UK Motor quota share reinsurance arrangements result in all premiums, claims and expenses that are ceded to reinsurers being included within the quota share result in the Group’s financial statements, with a recovery recognised where years are not yet profitable.

    These agreements operate on a funds withheld basis with Admiral retaining ceded premium (net of the reinsurer margin), which then covers claims and expenses. If an underwriting year is not profitable, investment income is allocated to the withheld fund and used to delay the point at which cash recoveries are collected from the reinsurer. Other features of the arrangements include expense ratio caps and commutation options for Admiral that become available 24-36 months after the start of the underwriting year.

    Admiral tends to commute its UK Car Insurance quota share reinsurance contracts 24-36 months after inception of an underwriting year, assuming there is sufficient confidence in the profitability of the business covered by the reinsurance contract.

    In 2024, there were commutations of a small number of remaining contracts from underwriting years 2017-2020. All arrangements covering the 2020 and prior underwriting years have now been commuted. In addition, a majority of contracts from underwriting year 2021 have been commuted during 2024. There was no significant impact on profit before tax as a result of the commutations.

    UK Household Insurance

    The Group’s Household business is supported by long-term proportional reinsurance arrangements covering 70% of the risk, that runs to at least 2027. In addition, the Group has non-proportional reinsurance to cover the risk of catastrophes stemming from weather events.

    International Car Insurance

    In 2023 and 2024, Admiral retained 35% (Italy), 30% (France), 30% (Spain), and 40% (2023) and 60% (2024) (US) of the underwriting risk in each country, respectively. In 2025, Admiral will retain 60% of the underwriting risk in Italy and 100% of the underwriting risk in the US, with the retained share in France and Spain unchanged.

    Excess of loss reinsurance

    The Group also purchases excess of loss reinsurance to provide protection against large claims and reviews this cover annually. The UK Motor excess of loss cover in 2024 remained similar to prior years with cover starting at £10 million.

    Principal Risks and Uncertainties

    The Group’s 2024 Annual Report will contain an analysis of the Principal Risks and Uncertainties identified in the Group’s Enterprise Risk Management Framework, along with the impacts of those risks and actions taken to mitigate them.

    Disclaimer on forward-looking statements

    Certain statements made in this announcement are forward-looking statements. Such statements are based on current expectations and assumptions and are subject to a number of known and unknown risks and uncertainties that may cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements.

    Persons receiving this announcement should not place undue reliance on forward-looking statements. Unless otherwise required by applicable law, regulation or accounting standard, the Group does not undertake to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

    Consolidated Income Statement
    For the year ended 31 December 2024

        Year ended
      Note 31 December
    2024
    £m
    31 December
    2023
    £m 1
           
    Insurance revenue 5 4,776.2 3,486.1
    Insurance service expenses 5 (3,547.5) (3,093.2)
    Insurance service result before reinsurance   1,228.7 392.9
    Net expense from reinsurance contracts held 5 (518.4) (87.1)
    Insurance service result   710.3 305.8
    Investment return – Effective interest rate 6 106.3 81.1
    Investment return – Other 6 74.6 41.8
    Investment return 6 180.9 122.9
    Finance expenses from insurance contracts issued 5 (128.4) (94.5)
    Finance income from reinsurance contracts held 5 35.9 28.9
    Net insurance finance expenses   (92.5) (65.6)
           
    Net insurance and investment result   798.7 363.1
           
    Interest income from financial services 7 113.5 94.9
    Interest expense related to financial services 7 (37.2) (26.8)
    Net interest income from financial services   76.3 68.1
           
    Other revenue and profit commission 8 189.6 205.7
    Other operating expenses 9 (293.6) (250.8)
    Other operating expenses recoverable from co-insurers 9 129.3 107.8
    Movement in expected credit loss provision and write-offs 6 (34.6) (31.0)
    Other income and expenses   (9.3) 31.7
           
    Operating profit   865.7 462.9
    Finance costs 6 (27.1) (20.5)
    Finance costs recoverable from coinsurers 6 0.6 0.4
    Net finance costs   (26.5) (20.1)
    Profit before tax   839.2 442.8
    Taxation expense 10 (176.3) (105.6)
    Profit after tax   662.9 337.2
    Profit after tax attributable to:      
    Equity holders of the parent   663.3 338.0
    Non-controlling interests (NCI)   (0.4) (0.8)
        662.9 337.2
    Earnings per share      
    Basic 12 216.6p 111.2p
    Diluted 12 216.6p 110.8p
           
    Dividends declared and paid (total) 12 369.8 307.1
    Dividends declared and paid (per share) 12 123.0p 103.0p

    1 The Consolidated Income Statement for the year ended 31 December 2023 has been re-presented to show the breakdown of Investment return between effective interest rate and investment return relating to other transactions, this having been provided within note 6a to the 2023 financial statements. For further detail, see note 6a to the financial statements.

    Consolidated Statement of Comprehensive Income
    For the year ended 31 December 2024

      Year ended
      31 December
    2024
    £m
    31 December
    2023
    £m1
    Profit for the period 662.9 337.2
    Other comprehensive income    
    Items that are or may be reclassified to profit or loss    
    Movements in fair value reserve 11.3 98.1
    Deferred tax charge in relation to movement in fair value reserve 2.4 (5.7)
    Movements in insurance finance reserve – insurance contracts 7.9 (128.1)
    Deferred tax in relation to movement in insurance finance reserve – insurance contracts (5.1) 14.5
    Movements in insurance finance reserve – reinsurance contracts 3.3 49.2
    Deferred tax in relation to movement in insurance finance reserve – reinsurance contracts 1.3 (4.8)
    Exchange differences on translation of foreign operations (4.2) 3.7
    Movement in hedging reserve (4.1) (18.1)
    Deferred tax charge in relation to movement in hedging reserve 1.0 4.5
    Other comprehensive income for the period, net of income tax 13.8 13.3
    Total comprehensive income for the period 676.7 350.5
    Total comprehensive income for the period attributable to:    
    Equity holders of the parent 677.1 351.3
    Non-controlling interests (0.4) (0.8)
      676.7 350.5

    1Represented: see note 1 to the financial statements.

    Consolidated Statement of Financial Position

    As at 31 December 2024

        As at
      Note 31 December
    2024
    £m
    31 December
    2023
    £m
    ASSETS      
    Property and equipment 11 87.8 90.1
    Intangible assets 11 321.0 242.9
    Deferred tax asset 10 19.8 46.1
    Corporation tax asset   18.1 20.4
    Reinsurance contract assets 5 988.6 1,191.9
    Loans and advances to customers 7 1,106.9 879.4
    Other receivables 6 225.2 409.9
    Financial investments 6 4,863.2 3,862.4
    Cash and cash equivalents 6 313.6 353.1
    Total assets   7,944.2 7,096.2
    EQUITY      
    Share capital 12 0.3 0.3
    Share premium account   13.1 13.1
    Other reserves 12 (26.7) (40.5)
    Retained earnings   1,383.4 1,018.9
    Total equity attributable to equity holders of the parent   1,370.1 991.8
    Non-controlling interests   0.6 1.0
    Total equity   1,370.7 992.8
    LIABILITIES      
    Lease liabilities 6 79.6 81.2
    Subordinated and other financial liabilities 6 1,322.2 1,129.8
    Corporation tax liabilities   35.0 4.9
    Insurance contracts liabilities 5 4,961.4 4,581.7
    Trade and other payables 6, 11 175.3 305.8
    Total liabilities   6,573.5 6,103.4
    Total equity and total liabilities   7,944.2 7,096.2

    The accompanying notes form part of these financial statements. These financial statements were approved by the Board of Directors on 5 March 2025 and were signed on its behalf by:

    Geraint Jones

    Chief Financial Officer

    Admiral Group plc

    Company Number: 03849958

    Consolidated Cashflow Statement
    For the year ended 31 December 2024

        Year ended
      Note 31 December
    2024
    £m
    31 December
    2023
    £m1
    Profit after tax   662.9 337.2
    Adjustments for non-cash items:      
    – Depreciation of property, plant and equipment and right-of-use assets   18.8 18.2
    – Impairment/ disposal of property, plant and equipment and right-of-use assets   9.1 (4.0)
    – Amortisation and impairment of intangible assets 11 66.7 40.5
    – Movement in expected credit loss provision   10.3 15.7
    – Share scheme charges   67.8 63.3
    – Interest expense on funding for loans and advances to customers   32.3 26.2
    – Investment return 6 (177.4) (119.3)
    – Profit on disposal of Insurify share option 9 (12.5) –
    – Finance costs, including unwinding of discounts on lease liabilities 6 27.7 20.5
    – Taxation expense 10 176.3 105.6
    Change in gross insurance contract liabilities 5 421.6 451.3
    Change in reinsurance assets 5 184.9 (141.8)
    Change in insurance and other receivables 6 182.4 (94.7)
    Change in gross loans and advances to customers 7 (231.4) (73.6)
    Change in trade and other payables, including tax and social security 11 (136.1) 52.4
    Cash flows from operating activities, before movements in investments   1,303.4 697.5
    Purchases of financial instruments   (8,083.3) (3,538.4)
    Proceeds on disposal/ maturity of financial instruments   7,182.4 3,176.1
    Interest and investment income received   90.6 76.8
    Cash flows from operating activities, net of movements in investments   493.1 412.0
    Taxation payments   (124.1) (133.0)
    Net cash flow from operating activities   369.0 279.0
    Cash flows from investing activities:      
    Purchases of property, equipment and software   (61.7) (75.9)
    Intangible assets acquired through business combinations   (82.5) –
    Net cash used in investing activities   (144.2) (75.9)
    Cash flows from financing activities:      
    Proceeds on issue of loan backed securities   372.2 291.7
    Repayment of loan backed securities   (194.1) (246.8)
    Proceeds from other financial liabilities   177.7 428.4
    Repayment of other financial liabilities   (170.1) (292.2)
    Finance costs paid, including interest expense paid on funding for loans   (76.7) (52.8)
    Proceeds/(repayments) on hedging derivatives   15.6 17.7
    Repayment of lease liabilities   (12.7) (10.7)
    Equity dividends paid 12 (369.8) (307.1)
    Net cash used in financing activities   (257.9) (171.8)
    Net increase in cash and cash equivalents   (33.1) 31.3
    Cash and cash equivalents at 1 January   353.1 297.0
    Effects of changes in foreign exchange rates   (6.4) 24.8
    Cash and cash equivalents at 31 December   313.6 353.1

    1. Represented: see note 1 to the financial statements.

    Consolidated Statement of Changes in Equity
    For the year ended 31 December 2024

      Attributable to the owners of the Company
     

    Note

    Share
    Capital
    £m
    Share premium account
    £m
    Fair value reserve £m Hedging reserve
    £m
    Foreign exchange reserve
    £m
    Insurance finance reserve
    £m
    Retained profit
    and loss
    £m
    Total
    £m
    Non-controlling interests
    £m
    Total equity
    £m
    At 1 January 2023   0.3 13.1 (205.9) 21.1 0.1 134.5 922.6 885.8 1.2 887.0
    Profit/(loss) for the period   — — — — — — 338.0 338.0 (0.8) 337.2
    Other comprehensive income   — — 92.4 (13.6) 3.7 (69.2) — 13.3 — 13.3
    Total comprehensive income for the period — — 92.4 (13.6) 3.7 (69.2) 338.0 351.3 (0.8) 350.5
    Transactions with equity holders                      
    Dividends 12 — — — — — — (307.1) (307.1) — (307.1)
    Share scheme credit   — — — — — — 63.3 63.3 — 63.3
    Deferred tax on share scheme credit   — — — — — — 2.1 2.1 — 2.1
    Transfer to loss on disposal of assets held for sale   — — — — (3.6) — — (3.6) 0.6 (3.0)
    Total transactions with equity holders — — — — (3.6) — (241.7) (245.3) 0.6 (244.7)
    As at 31 December 2023   0.3 13.1 (113.5) 7.5 0.2 65.3 1,018.9 991.8 1.0 992.8

    Consolidated Statement of Changes in Equity (continued)

      Attributable to the owners of the Company
     

    Note

    Share
    Capital
    £m
    Share premium account
    £m
    Fair value reserve £m Hedging reserve
    £m
    Foreign exchange reserve
    £m
    Insurance finance reserve
    £m
    Retained profit
    and loss
    £m
    Total
    £m
    Non-controlling interests
    £m
    Total equity
    £m
    At 1 January 2024   0.3 13.1 (113.5) 7.5 0.2 65.3 1,018.9 991.8 1.0 992.8
    Profit/(loss) for the period   — — — — — — 663.3 663.3 (0.4) 662.9
    Other comprehensive income   — — 13.7 (3.1) (4.2) 7.4 — 13.8 — 13.8
    Total comprehensive income for the period — — 13.7 (3.1) (4.2) 7.4 663.3 677.1 (0.4) 676.7
    Transactions with equity holders                      
    Dividends 12 — — — — — — (369.8) (369.8) — (369.8)
    Share scheme credit   — — — — — — 67.8 67.8 — 67.8
    Deferred tax on share scheme credit   — — — — — — 3.2 3.2 — 3.2
    Transfer to loss on disposal of assets held for sale   — — — — — — — — — —
    Total transactions with equity holders — — — — — — (298.8) (298.8) — (298.8)
    As at 31 December 2024   0.3 13.1 (99.8) 4.4 (4.0) 72.7 1,383.4 1,370.1 0.6 1,370.7

    Notes to the consolidated financial statements

    General information

    Admiral Group plc is a public limited Company incorporated in England and Wales. Its registered office is at Tŷ Admiral, David Street, Cardiff, CF10 2EH and its shares are listed on the London Stock Exchange.

    The consolidated financial statements have been prepared and approved by the Directors in accordance with United Kingdom adopted international accounting standards in conformity with the requirements of the Companies Act 2006.

    The financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (‘IFRS’) as adopted by the UK. The financial information set out in this preliminary results announcement does not constitute the statutory accounts for the year ended 31 December 2024. The financial information is derived from the statutory accounts, which comply with IFRS, within the Group’s Annual Report & Accounts 2024. These accounts were signed on 5 March 2025 and are expected to be published in March 2025 and delivered to the Registrar of Companies following the Annual General Meeting to be held on 9 May 2025. The independent Auditor’s report on the Group accounts for the year ended 31 December 2024 was signed on 5 March 2025, is unqualified, does not draw attention to any matters by way of emphasis and does not include a statement under S498(2) or (3) of the Companies Act 2006. This audit opinion excludes disclosures surrounding capital adequacy calculated under the Solvency II regime as these are outside of the audit scope.

    1. Basis of preparation

    The consolidated financial statements have been prepared on a going concern basis. In considering this requirement, the Directors have taken into account the following:

    • The Group’s profit projections, including:
      • Changes in premium rates and projected policy volumes across the Group’s insurance businesses
      • Projected cost of settling claims across all of the Group’s insurance businesses, including the impact of continuing, albeit reducing, high levels of inflation
      • Projected trends in motor claims frequency
      • Projected trends in other revenue generated by the Group’s insurance business from fees and the sale of ancillary products
      • Projected contributions to profit from businesses other than the UK Motor insurance business
      • Expected trends in unemployment in the context of credit risks and the growth of the Group’s consumer lending business
      • The impact of the More Than acquisition, which completed in the first half of 2024, with renewals starting in the second half of 2024.
    • The Group’s solvency position, which continues to be closely monitored. The Group continues to maintain a strong solvency position above target levels
    • The adequacy of the Group’s liquidity position after considering all the factors noted above
    • The results of business plan scenarios and stress tests on the projected profitability, solvency and liquidity positions including the impact of severe downside scenarios that assume severe adverse economic, credit and trading stresses
    • The regulatory environment, focusing on regulatory guidance issued by the FCA and the PRA in the UK and regular communications between management and regulators
    • A review of the Company’s principal risks and uncertainties and the assessment of emerging risks, including climate-related risks.

    The accounting policies set out in the notes to the financial statements have, unless otherwise stated, been applied consistently to all periods presented in these Group financial statements. The financial statements are prepared on the historical cost basis, except for the revaluation of financial assets classified as fair value through profit or loss or as fair value through other comprehensive income, and insurance and reinsurance contract assets and liabilities which are measured at their fulfilment value in accordance with IFRS 17 Insurance Contracts.

    The Group and Company financial statements are presented in pounds sterling, rounded to the nearest £0.1 million.

    Adoption of new and revised standards

    The Group has adopted the following IFRSs and interpretations during the year, which have been issued and endorsed:

    • Amendments to IAS 7 Statement of Cashflows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (effective 1 January 2024)
    • Amendments to IAS 1 Presentation of Financial Statements: Classification of liabilities as Current or Non-current (effective 1 January 2024)
    • Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (effective 1 January 2024).

    The application of the amendments listed above has not had a material impact on the Group’s results, financial position and cashflows.

    Representation of Consolidated Cashflow Statement

    The 2023 Consolidated Cashflow Statement has been re-presented to reflect the gross cashflows relating to the subordinated loan note, loan backed securities and other borrowings which were previously all presented on a net basis within the financial statement line items ‘proceeds from other financial liabilities’ and ‘proceeds on issue of loan backed securities’. This has resulted in £292.2 million additional cash outflows within ‘repayment of other financial liabilities’ and the same inflow within ‘proceeds from other financial liabilities’ and £246.8 million additional cash outflows within ‘repayment of loan backed securities’ and the same inflow within ‘proceeds on issue of loan backed securities’. There is no overall impact on resulting cash, or the Consolidated Statement of Financial Position, Consolidated Income Statement or the Earnings per share calculations within.

    Representation of Consolidated Statement of Comprehensive Income

    The 2023 Consolidated Statement of Comprehensive Income has been re-presented to show the breakdown of the movements in the insurance finance reserve between that attributed to insurance contracts and that attributed to reinsurance contracts. The resulting deferred tax movement has also been re-presented. The movements in the insurance finance reserve are included within the Insurance finance reserve within the Statement of Changes in Equity. For the breakdown of the insurance finance reserve between insurance contracts and reinsurance contracts, see note 5e to the financial statements.

    2. Critical accounting judgements and estimates

    In applying the Group’s accounting policies as described in the notes to the financial statements, the Directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.

    The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources.

    The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is reviewed. To the extent that a change in an accounting estimate gives rise to changes in assets and liabilities, the movement is recognised by adjusting the carrying amount of the related asset or liability in the period in which the change occurs.

    3. Financial risk

    3a. Insurance risk sensitivity analysis

    The following sensitivity analysis shows the impact on profit for reasonably possible movements in key assumptions with all other assumptions held constant. The correlation of assumptions will have a significant effect in determining the ultimate impacts, but to demonstrate the impact due to changes in each assumption, assumptions have been changed on an individual basis. It should be noted that movements in these assumptions are non-linear.

    The sensitivities are shown for UK motor only, being the line of business where such sensitivities could have a material impact at a Group level. The sensitivities are shown on a gross and net of quota share reinsurance basis to illustrate the impacts on shareholder profit and equity before and after risk mitigation from quota share reinsurance. The sensitivities (both gross and net) include the impacts of movements in co-insurance profit commission, given that underwriting year loss ratios including risk adjustment, are a direct input to the calculation of profit commission. Refer to note 8 to these financial statements for the accounting policy for co-insurance profit commission.

    Risk adjustment

    The sensitivities reflect the impact on profit before tax in 2024 and equity as at the end of 2024 for changes in the selection of the UK motor risk adjustment confidence level at 31 December 2024, with all other assumptions remaining unchanged.

            2024
    £m Impact on profit before tax gross of reinsurance Impact on profit before tax net of reinsurance Impact on equity gross of reinsurance Impact on equity net
    of reinsurance
    Risk adjustment decrease to 90th percentile 123.5 112.2 100.8 91.4
    Risk adjustment decrease to 85th percentile 199.3 180.8 162.5 147.2

    Undiscounted loss ratios, including risk adjustment

    The sensitivities reflect the impact on profit before tax in 2024 and equity as at the end of 2024, of a change in in the booked loss ratios for individual underwriting years (UWY) as at 31 December 2024, with all other assumptions remaining unchanged.   

    £m UWY 2021 impact on: UWY 2022 impact on: UWY 2023 impact on: UWY 2024 impact on:
      PBT Equity PBT Equity PBT Equity PBT Equity
                     
    Increase of 1%: gross of reinsurance (14.8) (11.2) (15.8) (13.1) (21.0) (17.8) (16.4) (13.8)
    Increase of 5%: gross of reinsurance (67.5) (51.2) (72.4) (60.2) (98.5) (83.8) (75.4) (63.9)
    Increase of 10%: gross of reinsurance (133.3) (101.1) (143.2) (119.2) (195.3) (166.3) (149.2) (126.6)
                     
    Decrease of 1%: gross of reinsurance 16.7 12.7 16.1 13.3 22.5 18.9 16.8 14.0
    Decrease of 5%: gross of reinsurance 76.7 58.1 85.7 70.2 118.7 98.9 88.8 73.9
    Decrease of 10%: gross of reinsurance 164.5 124.5 171.8 140.7 232.3 194.1 180.9 150.3
                     
    Increase of 1%: net of reinsurance (11.7) (8.8) (9.0) (7.2) (21.0) (17.8) (16.4) (13.8)
    Increase of 5%: net of reinsurance (51.9) (38.8) (37.6) (30.8) (79.8) (67.7) (69.8) (59.0)
    Increase of 10%: net of reinsurance (102.1) (76.3) (73.5) (60.3) (124.7) (105.4) (111.7) (94.2)
                     
    Decrease of 1%: net of reinsurance 13.6 10.2 9.1 7.3 22.5 18.9 16.8 14.0
    Decrease of 5%: net of reinsurance 63.1 47.2 54.0 43.4 118.7 98.9 88.8 73.9
    Decrease of 10%: net of reinsurance 148.3 111.6 118.0 95.2 232.3 194.1 180.9 150.3

    ‘Booked’ loss ratios are undiscounted underwriting year loss ratios, including risk adjustment.

    3b. Financial risk: Interest rate sensitivity analysis

    The impact on profit (before tax) and equity arising from the impact of 100 basis point and 200 basis point increases and decreases in interest rates on insurance contract liabilities and reinsurance contract assets as at 31 December 2024, is as follows:

      31 December 2024
    £m Impact on profit before tax gross of reinsurance Impact on profit before tax net of reinsurance Impact on equity gross of reinsurance Impact on equity net of reinsurance
    Increase of 100 basis points — — 60.8 58.3
    Decrease of 100 basis points — — (69.7) (67.1)
    Increase of 200 basis points — — 115.1 110.3
    Decrease of 200 basis points — — (152.2) (146.9)

    The impact on profit (before tax) and equity arising from the impact of 100 basis point and 200 basis point increases and decreases in interest rates on investments and cash as at 31 December 2024, is as follows:

        31 December 2024
    £m Impact on profit before tax Impact on equity
    Increase of 100 basis points — (83.4)
    Decrease of 100 basis points — 90.4
    Increase of 200 basis points — (161.0)
    Decrease of 200 basis points — 189.2

    Refer to Appendix 2 for the impact on profit before tax arising from the impact of 100 bps and 200 basis point increases and decreases in interest rates during 2024.

    4. Operating segments

    The Group has four reportable segments, as described below. These segments represent the principal split of business that is regularly reported to the Group’s Board of Directors, which is considered to be the Group’s chief operating decision maker in line with IFRS 8 Operating Segments.

    UK Insurance

    The segment consists of the underwriting of Motor, Household, Pet and Travel insurance and other products that supplement these insurance policies within the UK. It also includes the generation of revenue from additional products and fees from underwriting insurance in the UK. The Directors consider the results of these activities to be reportable as one segment as the activities carried out in generating the revenue are not independent of each other and are performed as one business. This mirrors the approach taken in management reporting.

    International Insurance

    The segment consists of the underwriting of car and home insurance and the generation of revenue from additional products and fees from underwriting car insurance outside of the UK. It specifically covers the Group operations Admiral Seguros in Spain, ConTe in Italy, L’olivier Assurance in France and Elephant Auto in the US. None of these operations are reportable on an individual basis, based on the threshold requirements in IFRS 8.

    Admiral Money

    The segment relates to the Admiral Money business launched in 2017, which provides consumer finance and car finance products in the UK, through the comparison channel, credit scoring applications and direct channels including car dealers and brokers.

    Other

    The ‘Other’ segment is designed to be comprised of all other operating segments that are not separately reported to the Group’s Board of Directors and do not meet the threshold requirements for individual reporting. It includes the results of Admiral Pioneer.

    Taxes are not allocated across the segments and, as with the corporate activities, are included in the reconciliation to the Consolidated Income Statement and Consolidated Statement of Financial Position.

    An analysis of the Group’s revenue and results for the year ended 31 December 2024, by reportable segment, is shown below. The accounting policies of the reportable segments are materially consistent with those presented in the notes to the financial statements for the Group.

        Year ended 31 December 2024
      UK
    Insurance
    £m
    International
    Insurance
    £m
    Admiral
    Money
    £m
    Other
    £m
    Eliminations3
    £m
    Total
    £m
    Turnover1 5,108.5 840.0 108.3 89.9 — 6,146.7
    Insurance revenue 3,873.4 829.5 – 73.3 – 4,776.2
    Insurance revenue net of XoL 3,751.1 794.2 – 65.8 – 4,611.1
    Insurance services expenses (745.7) (236.5) – (33.7) – (1,015.9)
    Insurance claims net of XoL (1,952.1) (564.5) – (39.0) – (2,555.6)
    Quota share reinsurance result (290.0) (4.1) – – – (294.1)
    Net movement in onerous loss component 1.1 0.4 – – – 1.5
    Underwriting result 764.4 (10.5) – (6.9) – 747.0
    Net investment income2 70.5 6.1 0.3 0.7 (7.9) 69.7
    Net interest income from financial services – – 69.3 0.9 6.1 76.3
    Net other revenue and operating expenses 141.8 (0.9) (56.6) (12.1) – 72.2
    Segment profit/(loss) before tax4 976.7 (5.3) 13.0 (17.4) (1.8) 965.2
    Other central revenue and expenses, including share scheme charges   (115.0)
    Investment and interest income       13.5
    Finance costs           (24.5)
    Consolidated profit before tax           839.2
    Taxation expense           (176.3)
    Consolidated profit after tax         662.9

    Revenue and results for the corresponding reportable segments for the year ended 31 December 2023 are shown below.

        Year ended 31 December 2023
      UK
    Insurance
    £m
    International
    Insurance
    £m
    Admiral
    Money
    £m
    Other
    £m
    Eliminations3
    £m
    Total
    £m
    Turnover1 3,776.0 894.9 92.1 48.5 – 4,811.5
    Insurance revenue 2,596.8 842.6 – 46.7 – 3,486.1
    Insurance revenue net of XoL 2,517.3 811.8 – 44.4 – 3,373.5
    Insurance services expenses (559.6) (249.4) – (27.9) – (836.9)
    Insurance claims net of XoL (1,560.2) (565.2) – (33.1) – (2,158.5)
    Quota share reinsurance result (18.4) (22.1) – 0.1 – (40.4)
    Net movement in onerous loss component 4.3 0.6 – – – 4.9
    Underwriting result 383.4 (24.3) – (16.5) – 342.6
    Net investment income2 55.2 4.3 – 0.3 (3.2) 56.6
    Net interest income from financial services – – 66.4 0.2 1.5 68.1
    Net other revenue and operating expenses 157.9 2.0 (56.2) (12.4) – 91.3
    Segment profit/(loss) before tax4 596.5 (18.0) 10.2 (28.4) (1.7) 558.6
    Other central revenue and expenses, including share scheme charges     (101.8)
    Investment and interest income       4.6
    Finance costs           (18.6)
    Consolidated profit before tax           442.8
    Taxation expense           (105.6)
    Consolidated profit after tax         337.2

    1 Turnover is an Alternative Performance Measure presented before intra-group eliminations. Refer to the glossary and note 14 for further information.

    2 Net Investment income is reported net of impairment of financial assets, in line with management reporting.

    3 Eliminations are in respect of the intra-group interest charges related to the UK Insurance and Admiral Money segment.

    4 Segment results exclude gross share scheme charges, and any quota share reinsurance recoveries; these net share scheme charges are presented within ‘Other central revenue and expenses, including share scheme charges’ in line with internal management reporting.

    5. Insurance Service result

    5a. Accounting policies

    The full accounting policies will be provided in the Group’s 2024 Annual Report.

    Discount rates

    A bottom-up approach has been applied in the determination of discount rates. Under this approach, the discount rate is determined as the risk-free yield adjusted for differences in liquidity characteristics between the financial assets used to derive the risk-free yield and the relevant liability cashflows (known as an illiquidity premium).

    The following weighted average rates, based on the yield curves derived using the above methodology, were used to discount the liability for incurred claims at the end of the current and prior periods:

      31 December 2024 31 December 2023
      1 year 3 years 5 years 10 years 1 year 3 years 5 years 10 years
    UK Insurance 5.0% 4.7% 4.5% 4.6% 5.4% 4.3% 4.0% 3.9%
    International (European motor) 2.7% 2.6% 2.6% 2.8% 4.0% 3.1% 3.0% 3.0%

    5b. Insurance revenue

    Insurance revenue for the corresponding reportable segments for the period ended 31 December 2024 are shown below.

      31 December 2024
      UK Motor
    £m
    UK Non-motor
    £m
    Int. Insurance
    £m
    Other
    £m
    Total Group
    £m
    Insurance revenue related movement in liability for remaining coverage 3,369.5 503.9 829.5 73.3 4,776.2

    Insurance revenue for the corresponding reportable segments for the period ended 31 December 2023 are shown below.

      31 December 2023
      UK Motor
    £m
    UK Non-motor
    £m
    Int. Insurance
    £m
    Other
    £m
    Total Group
    £m
    Insurance revenue related movement in liability for remaining coverage 2,250.2 346.6 842.6 46.7 3,486.1

    The Group’s share of its insurance business was underwritten by Admiral Insurance (Gibraltar) Limited, Admiral Insurance Company Limited, Admiral Europe Compañia Seguros (‘AECS’) and Elephant Insurance Company. The majority of contracts are short term in duration, lasting for between 6 and 12 months.

    5c. Insurance service expenses

    Insurance service expenses for the corresponding reportable segments for the period ended 31 December 2024 are shown below.

      31 December 2024
      UK Motor
    £m
    UK Non-motor
    £m
    Int. Insurance
    £m
    Other
    £m
    Total Group
    £m
    Incurred claims          
    Claims incurred in the period 2,107.2 298.2 583.7 48.9 3,038.0
    Changes to liabilities for incurred claims (496.1) (51.4) (11.1) (1.3) (559.9)
    Total incurred claims 1,611.1 246.8 572.6 47.6 2,478.1
    Movement in onerous contracts (5.1) 0.1 (0.1) — (5.1)
    Directly attributable expenses          
    Administration expenses 461.5 113.7 175.2 18.7 769.1
    Acquisition expenses 125.3 45.2 61.3 15.0 246.8
    Insurance expenses 586.8 158.9 236.5 33.7 1,015.9
    Share scheme expenses 40.7 5.4 11.1 1.4 58.6
    Total insurance expenses including share scheme expenses 627.5 164.3 247.6 35.1 1,074.5
    Total Insurance service expenses 2,233.5 411.2 820.1 82.7 3,547.5

    Insurance service expenses for the corresponding reportable segments for the period ended 31 December 2023 are shown below.

      31 December 2023
      UK Motor
    £m
    UK Non-motor
    £m
    Int. Insurance
    £m
    Other
    £m
    Total Group
    £m
    Incurred claims          
    Claims incurred in the period 1,755.5 255.0 618.2 36.4 2,665.1
    Changes to liabilities for incurred claims (406.9) (9.1) (21.3) (3.3) (440.6)
    Total incurred claims 1,348.6 245.9 596.9 33.1 2,224.5
    Movement in onerous contracts (18.6) (2.4) (2.4) — (23.4)
    Directly attributable expenses          
    Administration expenses 377.8 73.5 184.0 19.0 654.3
    Acquisition expenses 73.4 34.8 65.4 8.9 182.5
    Insurance expenses 451.2 108.3 249.4 27.9 836.8
    Share scheme expenses 43.2 2.4 8.9 0.8 55.3
    Total insurance expenses including share scheme expenses 494.4 110.7 258.3 28.7 892.1
    Total Insurance service expenses 1,824.4 354.2 852.8 61.8 3,093.2

    5d. Net expenses from reinsurance contracts held

    Net expenses from reinsurance contracts held for the corresponding reportable segments for the period ended 31 December 2024 are shown below.

      31 December 2024
      UK Motor
    £m
    UK Non-motor
    £m
    Int. Insurance
    £m
    Other
    £m
    Total Group
    £m
    Allocation of reinsurance premiums 145.8 45.8 153.9 7.6 353.1
    Amounts recoverable from reinsurers for incurred insurance service expenses          
    Incurred claims (29.2) 3.1 (275.9) (8.5) (310.5)
    Changes to liabilities for incurred claims 291.6 34.3 146.3 — 472.2
    Net expense from reinsurance contracts excluding movement in onerous loss component 408.2 83.2 24.3 (0.9) 514.8
    Other reinsurance recoveries including movement in onerous loss component 4.0 (0.1) (0.3) — 3.6
    Net expenses/(income) from reinsurance contracts held 412.2 83.1 24.0 (0.9) 518.4

    Net expenses from reinsurance contracts held for the corresponding reportable segments for the period ended 31 December 2023 are shown below.

      31 December 2023
      UK Motor
    £m
    UK Non-motor
    £m
    Int. Insurance
    £m
    Other
    £m
    Total Group
    £m
    Allocation of reinsurance premiums 93.6 49.5 190.0 2.2 335.3
    Amounts recoverable from reinsurers for incurred insurance service expenses          
    Incurred claims (173.8) (52.0) (270.3) — (496.1)
    Changes to liabilities for incurred claims 135.1 (1.4) 95.9 (0.1) 229.5
    Net expense from reinsurance contracts excluding movement in onerous loss component 54.9 (3.9) 15.6 2.1 68.7
    Other reinsurance recoveries including movement in loss recovery component 14.5 2.2 1.7 — 18.4
    Net expenses/(income) from reinsurance contracts held 69.4 (1.7) 17.3 2.1 87.1

    5e. Finance expenses/(income) from insurance contracts held and reinsurance contracts issued

    £m 2024 2023
    Amounts recognised through the income statement    
    Insurance finance expenses from insurance contracts issued 128.4 94.5
    Insurance finance income from reinsurance contracts held (35.9) (28.9)
    Net finance expense from insurance / reinsurance contracts issued 92.5 65.6
         
    £m 2024 2023
    Insurance finance reserve    
    Insurance finance reserve – insurance contracts 119.0 111.1
    Deferred tax in relation to insurance finance reserve – insurance contracts (18.6) (13.5)
    Insurance finance reserve – reinsurance contracts (32.4) (35.7)
    Deferred tax in relation to insurance finance reserve – reinsurance contracts 4.7 3.4
    Total insurance finance reserve 72.7 65.3

    5f. Insurance Liabilities and Reinsurance assets

    (i). Analysis of recognised amounts

      Year ended 31 December 2024 Year ended 31 December 2023
    £m Liability for remaining coverage Liability for incurred claims Total Liability for remaining coverage Liability for incurred claims Total
    Insurance contracts issued          
    UK Motor 883.3 2,691.1 3,574.4 769.0 2,546.7 3,315.7
    UK Non-motor 195.3 214.7 410.0 136.2 217.5 353.7
    International Motor 201.4 690.2 891.6 221.0 641.5 862.5
    Other 8.6 76.8 85.4 3.5 46.3 49.8
    Total insurance contracts issued 1,288.6 3,672.8 4,961.4 1,129.7 3,452.0 4,581.7
                 
      Asset/(liability) for remaining coverage Asset for incurred claims Total Asset/(liability) for remaining coverage Asset for incurred claims Total
    Reinsurance contracts held          
    UK Motor 34.0 236.5 270.5 23.1 496.8 519.9
    UK Non-Motor 11.2 173.5 184.7 21.4 170.2 191.6
    International Motor 43.1 481.5 524.6 (21.0) 502.8 481.8
    Other (0.1) 8.9 8.8 (1.4) — (1.4)
    Total reinsurance contracts held 88.2 900.4 988.6 22.1 1,169.8 1,191.9
                 
      Liability/(asset) for remaining coverage Liability/(asset) for incurred claims Total Liability/(asset) for remaining coverage Liability/(asset) for incurred claims Total
    Net            
    UK Motor 849.3 2,454.6 3,303.9 745.9 2,049.9 2,795.8
    UK Non-Motor 184.1 41.2 225.3 114.8 47.3 162.1
    International Motor 158.3 208.7 367.0 242.0 138.7 380.7
    Other 8.7 67.9 76.6 4.9 46.3 51.2
    Total insurance contracts issued 1,200.4 2,772.4 3,972.8 1,107.6 2,282.2 3,389.8

    (ii) Roll-forward of net asset or liability for insurance contracts issued

    UK Motor

    The following tables reconcile the opening and closing balances of the LRC and LIC for UK Motor.

    2024 Liability for remaining coverage Liability for incurred claims Total
    £m Excluding loss component Loss component Total Present value of future cashflows Risk adj. for non-financial risk Total Total
    Opening assets — — — — — — —
    Opening liabilities (766.0) (3.0) (769.0) (2,202.8) (343.9) (2,546.7) (3,315.7)
    Net opening balance (766.0) (3.0) (769.0) (2,202.8) (343.9) (2,546.7) (3,315.7)
    Insurance revenue 3,369.5 — 3,369.5 — — — 3,369.5
    Insurance service expenses              
    Incurred claims and insurance service expenses — — — (2,548.7) (186.0) (2,734.7) (2,734.7)
    Changes to liabilities for
    incurred claims
    — — — 343.4 152.7 496.1 496.1
    Losses and reversals of losses on onerous contracts — 5.1 5.1 — — — 5.1
    Insurance service result 3,369.5 5.1 3,374.6 (2,205.3) (33.3) (2,238.6) 1,136.0
    Insurance finance income/(expense) recognised in
    profit or loss
    — (2.4) (2.4) (86.5) (15.3) (101.8) (104.2)
    Insurance finance income/(expense) recognised in OCI — 0.3 0.3 16.2 2.2 18.4 18.7
    Total changes in comprehensive income 3,369.5 3.0 3,372.5 (2,275.6) (46.4) (2,322.0) 1,050.5
    Other changes 35.9 — 35.9 79.3 — 79.3 115.2
    Cashflows              
    Premiums received (3,522.7) — (3,522.7) — — — (3,522.7)
    Claims and other insurance service expenses paid — — — 2,098.3 — 2,098.3 2,098.3
    Other movements — — — — — — —
    Total cashflows (3,522.7) — (3,522.7) 2,098.3 — 2,098.3 (1,424.4)
    Net closing balance (883.3) — (883.3) (2,300.8) (390.3) (2,691.1) (3,574.4)
    Closing assets — — — — — — —
    Closing liabilities (883.3) — (883.3) (2,300.8) (390.3) (2,691.1) (3,574.4)
    2023 Liability for remaining coverage Liability for incurred claims Total
    £m Excluding loss component Loss component Total Present value of future cashflows Risk adj. for non-financial risk Total Total
    Opening assets — — — — — — —
    Opening liabilities (534.1) (8.1) (542.2) (1,984.5) (426.6) (2,411.1) (2,953.3)
    Net opening balance (534.1) (8.1) (542.2) (1,984.5) (426.6) (2,411.1) (2,953.3)
    Insurance revenue 2,250.2 — 2,250.2 — — — 2,250.2
    Insurance service expenses              
    Incurred claims and insurance service expenses — — — (2,105.1) (144.8) (2,249.9) (2,249.9)
    Changes to liabilities for
    incurred claims
    — — — 140.1 266.8 406.9 406.9
    Losses and reversals of losses on onerous contracts — 18.6 18.6 — — — 18.6
    Insurance service result 2,250.2 18.6 2,268.8 (1,965.0) 122.0 (1,843.0) 425.8
    Insurance finance income/(expense) recognised in
    profit or loss
    — (4.1) (4.1) (59.0) (12.3) (71.3) (75.4)
    Insurance finance income/(expense) recognised in OCI — (9.4) (9.4) (60.5) (27.0) (87.5) (96.9)
    Total changes in comprehensive income 2,250.2 5.1 2,255.3 (2,084.5) 82.7 (2,001.8) 253.5
    Other changes1   — — 64.0 — 64.0 64.0
    Cashflows              
    Premiums received (2,482.1) — (2,482.1) — — — (2,482.1)
    Claims and other insurance service expenses paid1 — — — 1,802.2 — 1,802.2 1,802.2
    Other movements — — — — — — —
    Total cashflows (2,482.1) — (2,482.1) 1,802.2 — 1,802.2 (679.9)
    Net closing balance (766.0) (3.0) (769.0) (2,202.8) (343.9) (2,546.7) (3,315.7)
    Closing assets — — — — — — —
    Closing liabilities (766.0) (3.0) (769.0) (2,202.8) (343.9) (2,546.7) (3,315.7)

    1 Claims paid and other changes have been re-presented to separately present the transfer of non-cash insurance service expenses, (primarily depreciation, amortisation and IFRS 2 equity-settled share based payments), out of the LIC. There is no impact on the closing balance.

    (iii) Roll-forward of net asset or liability for reinsurance contracts issued

    UK Motor

    The following tables reconcile the opening and closing balances of the ARC and AIC for UK Motor.

    2024 Asset for remaining coverage Asset for incurred claims Total
    £m Excluding loss component Loss-recovery component Total Present value of future cashflows Risk adj. for non-financial risk Total Total
    Opening assets 20.8 2.3 23.1 313.2 183.6 496.8 519.9
    Opening liabilities — — — — — — —
    Net opening balance 20.8 2.3 23.1 313.2 183.6 496.8 519.9
    Allocation of reinsurance premiums (145.8) — (145.8) — — — (145.8)
    Amounts recoverable from reinsurers for incurred claims              
    Incurred claims — — — 22.2 7.0 29.2 29.2
    Changes to liabilities for
    incurred claims
    — — — (158.6) (133.0) (291.6) (291.6)
    Changes in the loss
    recovery component
    — (4.0) (4.0) — — — (4.0)
    Net income/ (expense) from reinsurance contracts held (145.8) (4.0) (149.8) (136.4) (126.0) (262.4) (412.2)
    Reinsurance finance income/(expense) recognised in
    profit or loss
    — 1.8 1.8 11.1 7.9 19.0 20.8
    Reinsurance finance income/(expense) recognised in OCI — (0.1) (0.1) (2.8) (1.5) (4.3) (4.4)
    Total changes in comprehensive income (145.8) (2.3) (148.1) (128.1) (119.6) (247.7) (395.8)
    Cashflows              
    Premiums paid 159.0 — 159.0 — — — 159.0
    Claims recoveries — — — (0.9) — (0.9) (0.9)
    Recoveries as a result of commutations — — — (11.7) — (11.7) (11.7)
    Total cashflows 159.0 — 159.0 (12.6) — (12.6) 146.4
    Net closing balance 34.0 — 34.0 172.5 64.0 236.5 270.5
    Closing assets 34.0 — 34.0 172.5 64.0 236.5 270.5
    Closing liabilities — — — — — — —
    2023 Asset for remaining coverage Asset for incurred claims Total
    £m Excluding loss component Loss-recovery component Total Present value of future cashflows Risk adj. for non-financial risk Total Total
    Opening assets 20.2 6.3 26.5 255.4 175.6 431.0 457.5
    Opening liabilities — — — — — — —
    Net opening balance 20.2 6.3 26.5 255.4 175.6 431.0 457.5
    Allocation of reinsurance premiums (93.6) — (93.6) — — — (93.6)
    Amounts recoverable from reinsurers for incurred claims — — — — — — —
    Incurred claims — — — 96.7 77.1 173.8 173.8
    Changes to liabilities for
    incurred claims
    — — — (43.1) (92.0) (135.1) (135.1)
    Changes in the loss
    recovery component
    — (14.5) (14.5) — — — (14.5)
    Net income/ (expense) from reinsurance contracts held (93.6) (14.5) (108.1) 53.6 (14.9) 38.7 (69.4)
    Reinsurance finance income/(expense) recognised in
    profit or loss
    — 3.2 3.2 9.4 7.5 16.9 20.1
    Reinsurance finance income/(expense) recognised in OCI — 7.3 7.3 12.5 15.4 27.9 35.2
    Total changes in comprehensive income (93.6) (4.0) (97.6) 75.5 8.0 83.5 (14.1)
    Cashflows — — — — — — —
    Premiums paid 94.2 — 94.2 — — — 94.2
    Claims recoveries — — — (2.2) — (2.2) (2.2)
    Recoveries as a result of commutations — — — (15.5) — (15.5) (15.5)
    Total cashflows 94.2 — 94.2 (17.7) — (17.7) 76.5
    Net closing balance 20.8 2.3 23.1 313.2 183.6 496.8 519.9
    Closing assets 20.8 2.3 23.1 313.2 183.6 496.8 519.9
    Closing liabilities — — — — — — —

    (iv) Claims development

    The tables below illustrate how estimates of cumulative claims for UK Motor have developed over time on a gross and net of reinsurance basis, for each underwriting year, and reconciles the cumulative claims to the amount included in the Statement of Financial Position.

    Gross claims development

    Financial year ended 31 December 2024
    Underwriting year 2014 & prior 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Total
      £m £m £m £m £m £m £m £m £m £m £m £m
    UK Motor (core)                        
    At end of year one   394 436 552 686 701 552 688 845 973 1,241  
    At end of year two   701 829 1,144 1,175 1,067 985 1,326 1,584 1,812    
    At end of year three   707 788 994 1,109 1,010 954 1,294 1,544      
    At end of year four   680 727 947 1,064 996 921 1,270        
    At end of year five   636 713 912 1,008 981 910          
    At end of year six   619 690 890 1,000 938            
    At end of year seven   606 656 865 959              
    At end of year eight   594 652 849                
    At end of year nine   585 657                  
    Ten years later   583                    
    Gross best estimates of undiscounted claims 3,803 583 657 849 959 938 910 1,270 1,544 1,812 1,241 14,566
    Cumulative gross claims paid (3,666) (568) (618) (782) (906) (822) (733) (924) (1,104) (1,105) (561) (11,789)
    Gross undiscounted best estimate liabilities 137 15 39 67 53 116 177 346 440 707 680 2,777
    Risk adjustment (undiscounted)                       480
    Effect of discounting                       (673)
    Gross claims liabilities                       2,584
    Ancillary claims and expense liabilities                       107
    UK Motor Gross liabilities for incurred claims                       2,691

    Claims development net of XoL reinsurance

    Financial year ended 31 December 2024
    Underwriting year 2014 & prior 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Total
      £m £m £m £m £m £m £m £m £m £m £m £m
    UK Motor (core)                        
    At end of year one   378 427 510 646 675 520 661 825 951 1,220  
    At end of year two   682 783 1,053 1,123 1,033 949 1,292 1,550 1,776    
    At end of year three   667 743 917 1,053 986 927 1,257 1,517      
    At end of year four   637 692 883 1,024 969 892 1,240        
    At end of year five   607 677 860 974 950 886          
    At end of year six   599 663 840 978 925            
    At end of year seven   586 640 820 946              
    At end of year eight   579 635 825                
    At end of year nine   577 644                  
    Ten years later   580                    
    Net of XoL best estimates of undiscounted claims 3,773 580 644 825 946 925 886 1,240 1,517 1,776 1,220 14,332
    Cumulative
    claims paid
    (3,666) (568) (618) (782) (906) (822) (733) (924) (1,104) (1,105) (561) (11,789)
    Net of XoL undiscounted best estimate liabilities 107 12 26 43 40 103 153 316 413 671 659 2,543
    Risk adjustment (undiscounted)                       428
    Effect of discounting                       (543)
    Net of XoL
    claims liabilities
                          2,428
    Ancillary claims and expense liabilities                       107
    UK Motor Net of XoL liabilities for incurred claims                       2,535

    Claims development net of reinsurance

    Financial year ended 31 December 2024
    Underwriting year 2014 & prior 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Total
      £m £m £m £m £m £m £m £m £m £m £m £m
    UK Motor (core)                        
    At end of year one   378 427 493 625 626 520 657 762 939 1,220  
    At end of year two   682 783 1,016 1,086 1,033 949 1,259 1,442 1,776    
    At end of year three   667 743 886 1,018 986 927 1,239 1,470      
    At end of year four   637 692 853 990 969 892 1,236        
    At end of year five   607 677 830 957 950 886          
    At end of year six   599 663 811 944 925            
    At end of year seven   586 640 793 913              
    At end of year eight   579 635 798                
    At end of year nine   577 644                  
    Ten years later   580                    
    Net best estimates of undiscounted claims 3,773 580 644 798 913 925 886 1,236 1,470 1,776 1,220 14,221
    Cumulative net
    claims paid
    (3,666) (568) (618) (755) (874) (822) (733) (924) (1,104) (1,105) (561) (11,730)
    Net undiscounted best
    estimate liabilities
    107 12 26 43 39 103 153 312 366 671 659 2,491
    Risk adjustment (undiscounted)                       419
    Effect of discounting                       (528)
    Net claims liabilities                       2,382
    Ancillary claims and
    expense liabilities
                          72
    UK Motor Net liabilities for
    incurred claims
                          2,454

    (v) UK Motor Loss ratios and Changes to liabilities for incurred claims

    The table below shows the development of UK Motor Insurance loss ratios for the past three financial periods, presented on an underwriting year basis, both using undiscounted amounts (i.e. cashflows) and discounted amounts.

      31 December
    UK Motor Insurance loss ratio development – undiscounted*, net of excess of loss reinsurance 2021 2022 2023 2024
    Underwriting year        
    2019 73% 71% 67% 64%
    2020 68% 65% 58% 57%
    2021 95% 91% 86% 82%
    2022 —% 104% 96% 91%
    2023 —% —% 94% 80%
    2024 —% —% —% 77%

    * Booked undiscounted loss ratios presented from the transition date of IFRS 17 (1 January 2022) onwards.

      31 December
    UK Motor Insurance loss ratio development – discounted*, net of excess of loss reinsurance 2021 2022 2023 2024
    Underwriting year        
    2019 71% 69% 65% 63%
    2020 67% 63% 57% 55%
    2021 92% 86% 81% 77%
    2022 —% 97% 88% 83%
    2023 —% —% 86% 72%
    2024 —% —% —% 71%

    * Loss ratios using discounted locked-in curves, excluding finance expenses are presented from the transition date of IFRS 17 (1 January 2022) onwards.

    The following table analyses the impact of movements in changes to liabilities from incurred claims by underwriting year on a gross and net of excess of loss reinsurance basis for UK Motor.

      31 December 2024
    £m
    31 December 2023
    £m
    Gross    
    Underwriting year    
    2019 & prior 173.7 152.9
    2020 41.8 98.2
    2021 87.0 76.4
    2022 107.1 79.4
    2023 83.8 0.0
    2024 0.0 0.0
    Total UK Motor gross changes to liabilities for incurred claims 493.4 406.9
    Net    
    Underwriting year    
    2019 & prior 99.6 145.6
    2020 30.5 97.7
    2021 70.6 80.1
    2022 94.5 69.4
    2023 76.7 0.0
    2024 0.0 0.0
    Total UK Motor net of excess of loss changes to liabilities for incurred claims 371.9 392.8

    6. Investment income and finance costs

    6a. Investment return

      31 December 2024
    £m
    31 December 2023
    £m
      At EIR Other Total At EIR Other Total
    Investment return            
    On assets classified as FVTPL — 67.1 67.1 — 43.3 43.3
    On assets classified as FVOCI1 3 100.4 5.2 105.6 77.0 (3.6) 73.4
    On assets classified as amortised cost1 5.9 — 5.9 4.1 — 4.1
                 
    Net unrealised losses            
    Unrealised (loss) / gain on forward contracts — (0.2) (0.2) — (0.2) (0.2)
    Share of associate profit/ loss — (1.0) (1.0) — (1.3) (1.3)
    Interest income on cash and cash equivalents1 — 5.5 5.5 — 5.4 5.4
    Investment fees — (2.0) (2.0) — (1.8) (1.8)
    Total investment and interest income2 106.3 74.6 180.9 81.1 41.8 122.9

    1 Interest received during the year was £90.6 million (2023: £76.8 million).

    2 Total investment return excludes £7.9 million of intra-group interest (2023: £3.2 million).

    3 Realised losses on sales of debt securities classified as FVOCI are £4.5 million (2023: £0.9 million).

    6b. Finance costs

      31 December 2024
    £m
    31 December 2023
    £m
    Interest expense on subordinated loan notes and other credit facilities1 2 24.5 18.5
    Interest expense on lease liabilities 2.6 2.0
    Interest recoverable from co-insurers (0.6) (0.4)
    Total finance costs 26.5 20.1

    1 Interest paid during the year was £27.0 million (2023: £20.5 million).

    2 See note 7 for details of credit facilities.

    Finance costs represent interest payable on the £250.0 million (2023: £305.1 million) subordinated notes and other financial liabilities.

    Interest expense on lease liabilities represents the unwinding of the discount on lease liabilities under IFRS 16.

    6c. Expected credit losses

      31 December 2024
    £m
    31 December 2023
    £m
    Expected credit (gains)/losses on financial investments 6.3 (2.5)
    Expected credit losses on loans and advances to customers1 28.3 33.5
    Total expense for expected credit losses 34.6 31.0

    1 Includes £26.1 million (2023: £15.0 million) of write-offs, with total movement in the expected credit loss provision being £28.3 million (2023: £33.5 million).

    6d. Financial assets and liabilities

    The Group’s financial assets and liabilities can be analysed as follows:

      31 December 2024
    £m
    31 December 2023
    £m
    Financial investments measured at FVTPL    
    Money market funds 902.6 587.5
    Other funds1 473.9 301.3
    Derivative financial instruments 5.8 17.6
    Equity investments (designated FVTPL) 46.9 12.4
      1,429.2 918.8
    Financial investments classified as FVOCI    
    Corporate debt securities 2,410.9 2,040.6
    Government debt securities2 772.2 519.6
    Private debt securities 152.3 242.7
      3,335.4 2,802.9
    Equity investments (designated FVOCI) — 23.0
      3,335.4 2,825.9
    Financial assets measured at amortised cost    
    Deposits with credit institutions 91.7 116.7
    Other    
    Investment in Associate — 1.0
    Investment Property 6.9 —
    Total financial investments 4,863.2 3,862.4
         
    Other financial assets (measured at amortised cost)    
    Insurance related receivables 51.1 272.7
    Trade and other receivables 110.4 75.0
    Insurance related and other receivables 161.5 347.7
    Loans and advances to customers (note 7) 1,106.9 879.4
    Cash and cash equivalents 313.6 353.1
    Total financial assets 6,445.2 5,442.6
    Financial liabilities    
    Subordinated notes 258.9 315.2
    Loan backed securities 937.7 759.6
    Other borrowings 117.4 55.0
    Derivative financial instruments 8.2 —
    Subordinated and other financial liabilities 1,322.2 1,129.8
    Trade and other payables3 175.3 305.8
    Lease liabilities 79.6 81.2
    Total financial liabilities 1,577.1 1,516.8

    1Other funds include funds which primarily invest in fixed income securities are recognised as fair value through profit and loss
    2Government debt securities include £0.6 million of short term UK government bonds held for collateral against foreign exchange hedging derivatives

    3Trade and other payables include deferred income, accruals and other tax and social security.

    The table below shows how the financial assets and liabilities held at fair value have been measured using the fair value hierarchy:

      31 December 2024 31 December 2023
      FVTPL
    £m
    FVOCI
    £m
    FVTPL
    £m
    FVOCI
    £m
    Level one (quoted prices in active markets) 1,221.2 3,183.1 888.8 2,560.1
    Level two (use of observable inputs) (2.4) — 17.6 —
    Level three (use of significant unobservable inputs) 202.2 152.3 12.4 265.8
    Total 1,421.0 3,335.4 918.8 2,825.9

    Level three investments consist of debt investments and equity investments.

    Debt investments are comprised primarily of investments in funds which invest in debt securities, these are valued at the proportion of the Group’s holding of the Net Asset Value (NAV) reported by the investment vehicle. These include funds that invest in corporate direct lending, residential and commercial mortgages, infrastructure debt and other private debt. In addition, there is a small allocation of privately placed bonds which do not trade on active markets, these are valued using discounted cash-flow models designed to appropriately reflect the credit and illiquidity of these instruments; these valuations are performed by the external fund managers. The key unobservable input across private debt securities is the discount rate which is based on the credit performance of the assets. A deterioration of the credit performance or expected future performance will result in higher discount rates and lower values.

    As these debt investments are held within investment funds where appropriate the Group elects to treat these investments as equity through OCI. Debt investments in which the funds are closed ended are classified as FVTPL within Other funds (2024: £154.8 million).

    Equity securities are primarily comprised of investments in Private Equity and Infrastructure Equity funds, which are valued at the proportion of the Group’s holding of the NAV reported by the investment vehicle. These are based on several unobservable inputs including market multiples and cashflow forecasts. These are held at FVTPL, with realised and unrealised gains/losses flowing through the P&L.

    There were no significant inter-relationships between unobservable inputs that materially affect fair values.

    The table below presents the movement in the period relating to financial instruments valued using a level three valuation:

    31 December 2024
    £m
    Level Three Investments Equity Investments Debt Investments Total
    Balance as at 1 January 2024 35.5 242.7 278.2
    Gains/(losses) recognised in the Income Statement (4.5) 9.6 5.1
    Gains/(losses) recognised in Other Comprehensive Income — (2.8) (2.8)
    Purchases 16.1 94.9 111.0
    Disposals (0.2) (36.8) (37.0)
    Balance as at 31 December 2024 46.9 307.6 354.5
    31 December 2023
    £m
    Level Three Investments Equity Investments Debt Investments Total
    Balance as at 1 January 2023 31.6 166.6 198.2
    Gains/(losses) recognised in the Income Statement (0.1) 10.0 9.9
    Gains/(losses) recognised in Other Comprehensive Income (1.0) 0.8 (0.2)
    Purchases 6.1 89.6 95.7
    Disposals (1.1) (24.3) (25.4)
    Balance as at 31 December 2023 35.5 242.7 278.2

    7. Loans and Advances to Customers

      31 December 2024
    £m
    31 December 2023
    £m
    Loans and advances to customers – gross carrying amount 1,174.0 956.8
    Loans and advances to customers – provision (84.3) (81.7)
    Total loans and advances to customers – Admiral Money 1,089.7 875.1
    Total loans and advances to customers – Other 17.2 4.3
    Total loans and advances to customers 1,106.9 879.4

    Loans and advances to customers are comprised of the following:

      31 December 2024
    £m
    31 December 2023
    £m
    Unsecured personal loans 1,155.6 937.7
    Finance leases 18.4 19.1
    Other 18.6 4.4
    Total loans and advances to customers, gross 1,192.6 961.2

    Forward-looking information

    Under IFRS 9 the provision must reflect an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes. The means by which the Group has determined this is to run scenario analysis.

    Management judgment has been used to define the weighting and severity of the different scenarios based on available data.

    As at December 2024 there are three key economic drivers of credit losses factored into the scenarios, as follows:

    • UK Unsecured Debt to Income (‘DTI’)
    • UK Employment Hazard Rates
    • Annual UK GDP % Change

    The variables are combined using a statistical model which will estimate the relative change in the PD of an account for each scenario over the life of the loan. The Group has moved from a single variable model as at December 2023 (Unemployment) to model containing three drivers in recognition of the fact that there are multiple macroeconomic drivers which can influence the direction of default rates.

    The scenario weighting assumptions used are detailed below, along with the annual peak for each economic driver assumed in each scenario at 31 December 2024.

      For the Forecast Year Ended
    At 31 December 2024 2025 2026 2027 2028 2029
      % % % % %
    Base – 50%          
    Gross domestic product 1.6 1.6 1.6 1.7 1.7
    Unemployment rate 4.4 4.3 4.1 4.1 4.1
    UK Household Unsecured Debt to Income 13.2 13.7 14.1 14.4 14.5
    Upside – 10%          
    Gross domestic product 2.7 3.0 1.8 1.6 1.8
    Unemployment rate 4.2 3.8 3.8 3.8 3.8
    UK Household Unsecured Debt to Income 12.6 12.3 11.9 12.2 12.3
    Downside – 30%          
    Gross domestic product 0.9 0.1 3.0 3.0 2.7
    Unemployment rate 5.6 6.0 5.6 4.9 4.6
    UK Household Unsecured Debt to Income 13.4 14.5 15.0 15.1 15.1
    Severe – 10%          
    Gross domestic product 0.8         (1.1) 2.6 3.4 3.1
    Unemployment rate 6.6 8.0 7.9 6.8 6.1
    UK Household Unsecured Debt to Income 13.6 15.0 15.7 15.9 16.1
    Probability-weighted          
    Gross domestic product 1.4 1.0 2.1 2.3 2.1
    Unemployment rate 5.0 5.1 4.9 4.6 4.4
    UK Household Unsecured Debt to Income 13.2 13.9 14.3 14.5 14.6
      For the Forecast Year Ended
    At 31 December 2023 2025 2026 2027 2028 2029
      % % % % %
    Base – 50%          
    Gross domestic product 1.5 1.6 1.6 1.8 1.9
    Unemployment rate 4.7 4.2 4.1 4.1 4.1
    UK Household Unsecured Debt to Income 13.8 14.2 14.4 14.5 14.5
    Upside – 10%          
    Gross domestic product 2.7 2.4 2.1 1.6 1.4
    Unemployment rate 3.6 3.7 3.8 3.9 3.9
    UK Household Unsecured Debt to Income 12.5 12.4 12.5 12.5 12.4
    Downside – 30%          
    Gross domestic product 0.1 3.0 3.0 3.0 2.3
    Unemployment rate 6.0 5.7 4.9 4.6 4.5
    UK Household Unsecured Debt to Income 14.5 14.8 15.0 15.2 15.2
    Severe – 10%          
    Gross domestic product         (1.8) 3.0 3.9 3.9 3.0
    Unemployment rate 8.0 8.0 6.7 5.9 5.4
    UK Household Unsecured Debt to Income 15.1 15.7 15.9 16.1 16.2
    Probability-weighted          
    Gross domestic product 0.8 2.2 2.3 2.3 2.1
    Unemployment rate 5.3 4.9 4.6 4.4 4.3
    UK Household Unsecured Debt to Income 14.0 14.4 14.6 14.7 14.7

    The economic scenarios and forecasts have been updated in conjunction with a third party economics provider. The probability weightings reflect the view that there is a probability of 40% attached to recessionary outcomes. 

    Sensitivities to key areas of estimation uncertainty

    The key areas of estimation uncertainty identified, as per note 2 to the financial statements, are in the probability of default (‘PD’) and the forward-looking scenarios.

      31 December 2024
    Weighting
    31 December 2024
    Sensitivity
    31 December 2023
    Weighting
    31 December 2023
    Sensitivity
    Base 50% (1.7) 50% (1.1)
    Upturn 30% (3.3) 10% (5.2)
    Downturn 10% 2.9 30% 2.5
    Severe 10% 6.3 10% 8.2

    The sensitivities in the above tables show the variance to expected credit loss (‘ECL’) that would be expected if the given scenario unfolded rather than the weighted position the provision is based on. At 31 December 2024 the implied weighted peak unemployment rate is 5.0%: the table shows that in a downturn scenario with a 5.6% peak unemployment rate the provision would increase by £2.9 million, whilst the upturn would reduce the provision by £3.3 million, base case reduce by £1.7 million and severe increase the provision by £6.3 million.

    Stage 1 assets represent 86.6% of the total loan assets; 0.1% increase in the stage 1 PD, i.e. from 2.3% to 2.4% would result in a £0.8 million increase in ECL.

    Judgements required – Post Model Adjustments (‘PMA’s)

    As at 31 December 2024, the expected credit loss allowance included PMAs totalling £4.6 million (2023: £9.2 million).

    Post Model Adjustments 31 December 2024
    £m
    31 December 2023
    £m
    Model performance 1.5 2.0
    Cost of Living 1.3 6.5
    Economic scenarios 1.8 0.7
      4.6 9.2

    PMAs are calculated using management judgement and analysis. The key categories of PMAs are as follows:

    Model performance

    The Loss Given Default (‘LGD’) model considers long run recoveries over a period of up to five years post default. A potential shortfall has been identified for customers that roll straight through the arrears buckets up the point of write off. Although this shortfall is immaterial, an adjustment has been made to ensure it is accounted for in our expected credit loss.

    Cost of Living

    This PMA captures the risk of customers falling into a negative affordability position, whereby customers are no longer able to meet their credit commitments due to higher expenditure driven by increased mortgage payments, when their standard variable or fixed term rate comes to an end. A PMA is held to acknowledge this, using both external and internal data.

    Economic scenarios

    A new econometric model has been implemented to derive our forward-looking view of ECL’s. The model is sensitive to the timing of forecasted peaks in, for example, unemployment rates. Given increased uncertainty driven by geo-political events, management has made an adjustment equivalent to a six-month advancement in the peak point of each scenario.

    Write off policy

    Loans are written off where there is no reasonable expectation of recovery. The Group considers there to be no reasonable expectation of recovery where an extensive set of collections processes has been completed, the debt is statute barred, the debtor cannot be traced or is deceased, or in situations involving significant financial hardship. The Group’s policy is to write down balances to their estimated net realisable value. Write offs are actioned on a case-by-case basis taking into account the operational position and the collections strategy.

    Credit grade information

            31 December 2024 31 December 2023
      Stage 1 
    12 month ECL 
    £m 
    Stage 2 
    Lifetime ECL 
    £m
    Stage 3  
    Lifetime ECL 
    £m
    Total 
    £m
    Total 
    £m
    Credit Grade1          
    Higher 786.5 67.6 — 854.1 649.3
    Medium 171.2 21.3 — 192.5 186.6
    Lower 53.9 9.1 — 63.0 65.4
    Credit impaired — — 64.4 64.4 55.5
    Gross carrying amount 1,011.6 98.0 64.4 1,174.0 956.8
    Expected credit loss allowance (15.5) (19.8) (48.5) (83.8) (81.1)
    Other loss allowance2 (0.5) — — (0.5) (0.6)
    Carrying amount – Admiral Money 995.6 78.2 15.9 1,089.7 875.1
    Carrying amount – Other 16.8 0.3 0.1 17.2 4.3
    Carrying amount 1,012.4 78.5 16.0 1,106.9 879.4

    1Credit grade is the internal credit banding given to a customer at origination. This is based on external credit rating information.

    2Other loss allowance covers losses due to a reduction in current or future vehicle value or costs associated with recovery and sale of vehicles and those as a result of changes in the performance of the EIR asset.

    8. Other revenue and co-insurer profit commission

      31 December 2024
      UK Insurance
    £m
    International Insurance
    £m
    Admiral Money
    £m
    Other
    £m
    Total Group
    £m
    Major products/service line        
    Fee and commission revenue 119.5 0.1 0.2 0.2 120.0
    Revenue from law firm 16.3 — — — 16.3
    Comparison income — — — — —
    Total other revenue 135.8 0.1 0.2 0.2 136.3
    Profit commission from co-insurers 53.3 — — — 53.3
    Total other revenue and co-insurer profit commission 189.1 0.1 0.2 0.2 189.6
               
    Timing of revenue recognition          
    Point in time 139.0 0.1 0.2 0.2 139.5
    Over time 50.1 — — — 50.1
      189.1 0.1 0.2 0.2 189.6
      31 December 2023
      UK Insurance
    £m
    International Insurance
    £m
    Admiral Money
    £m
    Other
    £m
    Total Group
    £m
    Major products/service line        
    Fee and commission revenue 107.2 — 0.1 — 107.3
    Revenue from law firm 18.3 — — — 18.3
    Comparison income — — — 1.6 1.6
    Total other revenue 125.5 — 0.1 1.6 127.2
    Profit commission from co-insurers 76.5 2.0 — — 78.5
    Total other revenue and co-insurer profit commission 202.0 2.0 0.1 1.6 205.7
               
    Timing of revenue recognition          
    Point in time 160.4 2.0 0.1 1.6 164.1
    Over time 41.6 — — — 41.6
      202.0 2.0 0.1 1.6 205.7

    Profit commission

    The cumulative profit commission recognised at each point in time is calculated in aggregate across the contract, in line with contract terms, based on a number of detailed inputs for each individual underwriting year, the most material of which are as follows:

    • Premiums, defined as gross premiums ceded including any instalment income, less reinsurance premium (for excess of loss reinsurance).
    • Insurance expenses incurred.
    • Claims costs incurred.
      • The Group uses the expected value method for the initial calculation of profit commission revenue, based on known premiums and expenses, and the best estimate of claims costs.
      • The variable revenue estimated using the expected value method above is constrained through the inclusion of the risk adjustment within the claims cost element of the calculation, with the profit commission recognised aligned to the IFRS 17 booked loss ratios, discounted at locked-in rates, and inclusive of finance expense. The inclusion of the risk adjustment constrains the cumulative profit commission revenue recognised to a level where there is a high probability of no significant reversal.

    The key methods, inputs and assumptions used to estimate the variable consideration of profit commission are therefore in line with those used for the calculation of claims liabilities, as set out in note 3 to the financial statements, with further detail also included in note 5. There are no further critical accounting estimates or judgements in relation to the recognition of profit commission.

      31 December 2024
    £m
    31 December 2023
    £m
    Underwriting year    
    2020 & prior 51.7 76.5
    2021 — —
    2022 — —
    2023 — —
    2024 1.6 —
    Total UK motor profit commission 53.3 76.5

    9. Directly attributable and other expenses

      31 December 2024
      Directly attributable expenses
    £m
    Other operating expenses
    £m
    Total expenses
    £m
    Administration and acquisition expenses 1,015.9 121.3 1,137.2
    Expenses relating to additional products and fees — 46.2 46.2
    Share scheme expenses 58.6 35.3 93.9
    Loan expenses (excluding movement on ECL provision) — 29.9 29.9
    Movement in expected credit loss provision — 34.6 34.6
    Profit on disposal of Insurify share option — (12.5) (12.5)
    Other1 — 73.4 73.4
    Total 1,074.5 328.2 1,402.7
      31 December 2023
      Directly attributable expenses
    £m
    Other operating expenses
    £m
    Total expenses
    £m
    Administration and acquisition expenses 836.8 100.8 937.6
    Expenses relating to additional products and fees — 41.4 41.4
    Share scheme expenses 55.3 28.5 83.8
    Loan expenses (excluding movement on ECL provision) — 23.0 23.0
    Movement in expected credit loss provision — 31.0 31.0
    Other1 — 57.1 57.1
    Total 892.1 281.8 1,173.9

    1 Other includes centralised costs primarily for employees and projects (2024: £49.9 million, 2023: £34.5 million), business development costs (2024: £19.9 million, 2023: £15.3 million) and other costs (2024: £3.6 million, 2023: £7.3 million).

    10. Taxation

      31 December 2024
    £m
    31 December 2023
    £m
    Current tax    
    Corporation tax on profits for the year 139.3 91.6
    Under provision relating to prior periods 1.8 21.3
    Pillar Two income taxes 15.4 —
    Current tax charge 156.5 112.9
    Deferred tax    
    Current period deferred taxation movement 16.4 0.7
    Under/(over) provision relating to prior periods 3.4 (8.0)
    Total tax charge per Consolidated Income Statement 176.3 105.6

    Factors affecting the total tax charge are:

      31 December 2024
    £m
    31 December 2023
    £m
    Profit before tax 839.2 442.8
    Corporation tax thereon at effective UK corporation tax rate of 25% (2023: 23.5%) 209.8 104.1
    Expenses and provisions not deductible for tax purposes 4.1 3.0
    Non-taxable income (21.3) (13.4)
    Impact of change in UK tax rate on deferred tax balances — (0.4)
    Adjustments relating to prior periods 5.2 13.5
    Impact of Pillar Two income taxes 15.4 —
    Impact of different overseas tax rates (45.5) (8.9)
    Unrecognised deferred tax 8.6 7.7
    Total tax charge for the period as above 176.3 105.6

    Corporation tax assets as at 31 December 2024 totaled £18.1 million, with corporation tax liabilities of £35.0 million (2023: £20.4 million asset and £4.9 million liabilities). Corporation tax liabilities includes £15.4 million (2023: £nil) relating to Pillar Two income taxes.

    The UK corporation tax rate for 2024 is 25% (2023: 23.5%).

    The Group are within the scope of the OECD Pillar Two model rules which aims to ensure that large, multinational corporations pay their fair share of tax in the countries in which they operate by introducing a new global minimum corporate income tax rate of 15%. Under the new rules, top-up taxes can be payable either by the UK ultimate parent company or by an overseas entity if a jurisdiction has an effective tax rate of less than 15%, as calculated under the rules. Legislation has been enacted in various countries (including the United Kingdom), with the rules first coming into effect for the Group from 1 January 2024.

    A current tax expense of £15.4 million has been included in the total tax charge for the year ended 31 December 2024, which relates to estimated top-up taxes payable by a subsidiary undertaking in Gibraltar, where the statutory corporate tax rate applicable for the year ended 31 December 2024 is 13.8% (due to a change in the rate from 12.5% to 15% from 1 July 2024). No top-up taxes for the year ended 31 December 2024 are expected to arise in relation to operations in other countries. The Pillar Two rules are complex and the Group continues to monitor ongoing developments in legislation and guidance to assess the impact.

    The Group has applied the temporary mandatory exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.

    11. Other Assets and Other Liabilities

    11a. Intangible assets

    Renewal Rights (included within Customer contracts, relationships and brand)

    Renewal rights are recognised as an intangible asset and amortised using the reducing balance method over an expected useful life determined as ranging between nine and fourteen years. Renewal rights on initial recognition have been recognised at fair value arising through an acquisition.

    The carrying value of renewal rights is reviewed every six months for evidence of impairment, with the value being written down if any impairment exists. Impairment may be reversed if conditions subsequently improve.

    Brand (included within Customer contracts, relationships and brand)

    Brand rights are recognised as an intangible asset and amortised using the straight line method over an expected useful life of fifteen years. Brand rights on initial recognition have been recognised at its fair value arising through an acquisition.

    The carrying value of brand rights is reviewed every six months for evidence of impairment, with the value being written down if any impairment exists. Impairment may be reversed if conditions subsequently improve.

    Goodwill

    All business combinations are accounted for using the acquisition method. Goodwill has been recognised on acquisitions of trade and assets representing a business and/or acquisition of subsidiaries and represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired.

    Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash generating units (CGUs) according to business segment and is reviewed every six months for evidence of impairment and tested annually for impairment.

      Goodwill
    £m
    Customer contracts, relationships and brand
    £m
    Software – Internally generated
    £m
    Software – Other
    £m
    Total
    £m
    At 1 January 2023 62.3 — 136.4 18.9 217.6
    Additions — 7.9 51.1 7.7 66.7
    Amortisation charge — — (34.8) (5.5) (40.3)
    Disposals — — (0.1) — (0.1)
    Impairment — — (0.2) — (0.2)
    Foreign exchange movement & other movements — — (0.4) (0.4) (0.8)
    At 31 December 2023 62.3 7.9 152.0 20.7 242.9
    Additions 49.8 44.5 48.8 3.1 146.2
    Amortisation charge — (2.8) (54.5) (4.3) (61.6)
    Disposals — — (0.3) (0.4) (0.7)
    Impairment — — (3.5) (0.9) (4.4)
    Transfers — — 6.2 (6.2) —
    Foreign exchange movement & other movements — (0.3) (0.6) (0.5) (1.4)
    At 31 December 2024 112.1 49.3 148.1 11.5 321.0

    Customer contracts, relationships and brand includes Home and Pet renewal rights which has a net carrying value of £34.5 million as at 31 December 2024 and an amortisation period of 9 years for Home renewal rights and 14 years for Pet renewal rights. See note 13 for further information. Internally generated software includes a new claims system implemented within the UK business in the year which has a carrying amount of £33.2 million as at 31 December 2024 and a remaining amortisation period of 2.8 years.

    Goodwill relates to the acquisition of Group subsidiary EUI Limited (formerly Admiral Insurance Services Limited) in November 1999, and on the purchase of the direct Home and Pet renewal rights from the RSA Insurance Group Limited (‘RSA’) in April 2024. The carrying amount of goodwill as at 31 December 2024 is £112.1 million (2023: £62.3 million).

    11b. Trade and other payables

      31 December 2024
    £m
    31 December 2023
    £m
    Trade payables 52.4 42.3
    Other tax and social security 12.5 11.9
    Amounts owed to co-insurers — 156.9
    Other payables 34.0 42.5
    Accruals and deferred income 76.4 52.2
    Total trade and other payables 175.3 305.8
         
    Analysis of accruals and deferred income    
    Accruals 48.2 28.3
    Deferred income 28.2 23.9
    Total accruals and deferred income as above 76.4 52.2

    11c. Contingent liabilities

    The Group’s legal entities operate in numerous tax jurisdictions and on a regular basis are subject to review and enquiry by the relevant tax authority.

    One of the Group’s previously owned subsidiaries was subject to a Spanish Tax Audit which concluded with the Tax Authority denying the application of the VAT exemption relating to insurance intermediary services. The Company has appealed this decision via the Spanish Courts and is confident in defending its position which is, in its view, in line with the EU Directive and is also consistent with the way similar supplies are treated throughout Europe. Whilst the Company is no longer part of the Admiral Group, the contingent liability which the Company is exposed to has been indemnified by the Admiral Group up to a cap of €24 million.

    No material provisions have been made in these financial statements in relation to the matters noted above. 

    The Group notes the ongoing Court of Appeal ruling relating to non-disclosure of commission to dealers in relation to motor finance. Prior to the Group’s re-launch of motor finance lending, all lending was through price comparison websites. The Group had no lending through dealers and no discretionary commission structures in place. Accordingly the Group does not have an ongoing exposure to commission arrangements of this nature and therefore has not recognised any contingent liability in relation to the case.

    The Group continues to monitor regulatory developments, including the Supreme Court decision which is expected later in 2025, ensuring the customer acquisition practices remain fully aligned with legal and regulatory requirements and industry best practices.

    The Group is, from time to time, subject to threatened or actual litigation and/or legal and/or regulatory disputes, investigations or similar actions both in the UK and overseas. All potentially material matters are assessed, with the assistance of external advisors if appropriate, and in cases where it is concluded that it is more likely than not that a payment will be made, a provision is established to reflect the best estimate of the liability. In some cases it will not be possible to form a view, for example if the facts are unclear or because further time is needed to properly assess the merits of the case or form a reliable estimate of its financial effect. In these circumstances, specific disclosure of a contingent liability and an estimate of its financial effect will be made where material, unless it is not practicable to do so.

    The Directors do not consider that the final outcome of any such current case will have a material adverse effect on the Group’s financial position, operations or cashflows, and as such, no material provisions are currently held in relation to such matters.

    A number of the Group’s contractual arrangements with reinsurers include features that, in certain scenarios, allow for reinsurers to recover losses incurred to date. The overall impact of such scenarios would not lead to an overall net economic outflow from the Group.

    12. Dividends, Earnings and Related Parties

    12a. Dividends

    Dividends were proposed, approved and paid as follows:

      31 December 2024
    £m
    31 December 2023
    £m
    Proposed March 2023 (52.0 pence per share, approved April 2023 and paid June 2023) — 154.9
    Declared August 2023 (51.0 pence per share, paid October 2023) — 152.2
    Proposed March 2024 (52.0 pence per share, approved April 2024 and paid May 2024) 156.2 —
    Declared August 2024 (71.0 pence per share, paid October 2024) 213.6 —
    Total dividends 369.8 307.1

    The dividends proposed in March (approved in April) represent the final dividends paid in respect of the 2022 and 2023 financial years. The dividends declared in August are interim distributions in respect of 2023 and 2024.

    A 2024 final dividend of 121.0 pence per share (approximately £366.6 million) has been proposed. Refer to the financial narrative for further detail.

    12b. Earnings per share

      31 December 2024
    £m
    31 December 2023
    £m
    Profit for the financial year after taxation attributable to equity shareholders 663.3 338.0
    Weighted average number of shares – basic 306,304,676 303,989,170
    Unadjusted earnings per share – basic 216.6p 111.2p
    Weighted average number of shares – diluted 306,304,676 305,052,941
    Unadjusted earnings per share – diluted 216.6p 110.8p

    The difference between the basic and diluted number of shares at the end of 2024 (being nil; 2023: 1,063,771) relates to awards committed, but not yet issued under the Group’s share schemes. Refer to note 9 for further detail.

    12c. Share capital

      31 December 2024
    £m
    31 December 2023
    £m
    Authorised    
    500,000,00 ordinary shares of 0.1 pence 0.5 0.5
    Issued, called up and fully paid    
    306,304,676 ordinary shares of 0.1 pence 0.3 0.3

    12d. Related party transactions

    The Board considers that only the Executive and Non-Executive Directors of Admiral Group plc are key management personnel.

    Further detail on the remuneration and shareholdings of key management personnel will be set out in the Directors’ Remuneration Report in the Group’s 2024 Annual Report.

    12e. Post balance sheet events

    During February 2025, the Group entered into an agreement with a third party which resulted in the sale of back book loans with a total carrying value of around £150 million. This agreement, signed after the reporting date, provides for the transfer of these loans to the counterparty in accordance with the agreed terms. Accordingly, no adjustment has been made to the financial statements for the year ended 31 December 2024.

    The financial impact of the sale, including any gain arising from the transaction, will be recognised in the Group’s financial statements for the year ending 31 December 2025.

    In early March 2025, Admiral entered into a memorandum of understanding with a counterparty with a view to signing a purchase agreement to sell Elephant. The agreement, if signed, would be subject to regulatory approval.

    No further events have occurred since the reporting date that materially impact these financial statements.

    13. Business combinations

    As at 2nd April 2024, Admiral successfully completed the purchase of the direct Home and Pet renewal rights from the RSA Insurance Group Limited (‘RSA’), a general insurer based in the UK. The transaction includes the renewal rights, the “More Than” brand and the transfer of more than 280 people but does not include liabilities relating to existing policies which will remain with RSA. The acquisition is closely aligned to Admiral’s strategy to diversify its product offering and build multi-product customer relationships in its core markets. It will strengthen Admiral’s home business and accelerate its direct pet proposition launched in 2022.

    The consideration included an initial cash payment of £82.5 million with contingent consideration of £32.5 million. The contingent consideration has a range of £nil to a maximum of £32.5 million dependent on the number of policies successfully migrated to Admiral. The fair value of the contingent consideration has a value of £2.7 million and is based on a probability weighted scenario including an element of discounting relating to the timing of payments.

    The amounts recognised in respect of the identifiable assets acquired at at the acquisition date are as set out in the table below:

      £m
    Total consideration  
    Amount settled in cash 82.5
    Fair value of contingent consideration 2.7
    Total consideration 85.2
       
    Identifiable assets acquired  
    Renewal Rights 36.4
    Brand 8.1
    Total identifiable assets acquired 44.5
       
    Purchase price recognised as Goodwill 40.7
    Additional Goodwill recognised on Deferred Tax Liability 9.1
    Total Goodwill recognised on acquisition 49.8

    A deferred tax liability has been recognised of £9.1million based upon a tax base cost of £36.4 million representing the fair value of the renewal rights. A corresponding increase in goodwill of £9.1 million is recognised as a result. The goodwill and brand are not considered deductible for tax purposes. The deferred tax liability will unwind in line with the amortisation of the renewal rights acquired.

    The recognition of goodwill reflects the synergies arising through the transaction including operational, capital, pricing and risk synergies, as well as the attributable value to the workforce in place.

    The policies in relation to the acquisition started renewing in July 2024. As at 31 December 2024, transaction costs of £6.5 million have been recognised within operating expenses, along with integration costs of £11.9 million within insurance expenses. The impact of the acquisition if it had happened as at the start of the reporting period is impractical for disclosure given the nature of the trade and assets acquired for integration.

    The acquisition contributed £42.3 million of total premiums written and £9.9 million of insurance revenue, and £3.8 million of expenses for the period between the date of acquisition and the reporting date. Due to the acquired renewal rights being fully integrated into the existing business lines, it is impracticable to separately identify the specific profit contributions.

    14. Reconciliation of turnover to reported insurance premium and other revenue as per the financial statements

    The following table reconciles turnover, a significant Key Performance Indicators (KPIs) and non-GAAP measure presented within the Strategic Report, to insurance revenue, as presented in note 4 to the financial statements.

      Consolidated Financial Statement Note 31 December 2024
    £m
    31 December 2023
    £m
    Insurance revenue related movement in liability for remaining coverage 5b 4,776.2 3,486.1
    Less other insurance revenue   (281.7) (202.8)
    Insurance premium revenue   4,494.5 3,283.3
    Movement in unearned premium and cancellations   346.7 528.3
    Premiums written after coinsurance   4,841.2 3,811.6
    Co-insurer share of written premiums   778.4 577.8
    Total premiums written   5,619.6 4,389.4
    Other insurance revenue 5b 281.7 202.8
    Other revenue 8 136.3 127.2
    Interest income on loans to customers   109.1 92.1
    Turnover as per note 4 of financial statements   6,146.7 4,811.5

    APPENDIX 1 TO THE GROUP FINANCIAL STATEMENTS (unaudited)

    1a: Reconciliation of reported loss and expense ratios: Group

            31 December 2024
    £m Consolidated Financial Statement Note Core product Ancillary income Total gross Total, net of XoL reinsurance
    Insurance premium revenue   4,329.9 164.6 4,494.5 4,329.4
    Administration fees, instalment income and non-separable ancillary commission   — 281.7 281.7 281.7
    Insurance revenue (A) 5b/5d 4,329.9 446.3 4,776.2 4,611.1
    Insurance expenses (B) 5c (951.4) (64.5) (1,015.9) (1,015.9)
    Claims incurred (C) 5c/5d (2,976.9) (61.1) (3,038.0) (2,980.7)
    Claims releases (D) 5c/5d 556.8 3.2 559.9 425.1
    Claims incurred and releases excluding Ogden1 (E)         (2,661.7)
    Quota share reinsurance result2 4         (294.1)
    Onerous loss component movement3         1.5
    Underwriting result (F)         747.0
    Net share scheme costs4         (36.7)
    Insurance service result         710.3
    Reported loss ratio ((C+D)/A)         55.4%
    Reported loss ratio excluding Ogden1(E/A)         57.7%
    Reported expense ratio (B/A)         22.0%
    Insurance service margin (F/A)         16.2%
            31 December 2023
    £m Consolidated Financial Statement Note Core product Ancillary income Total gross Total, net of XoL reinsurance
    Insurance premium revenue   3,152.3 131.0 3,283.3 3,170.6
    Administration fees, instalment income and non-separable ancillary commission   — 202.8 202.8 202.8
    Insurance revenue (A) 5b/5d 3,152.3 333.8 3,486.1 3,373.4
    Insurance expenses (B) 5c (795.2) (41.6) (836.8) (836.8)
    Claims incurred (C) 5c/5d (2,624.6) (40.5) (2,665.1) (2,605.8)
    Claims releases (D) 5c/5d 440.6 — 440.6 447.3
    Quota share reinsurance result2 4         (40.4)
    Onerous loss component movement3         4.9
    Underwriting result (E)         342.6
    Net share scheme costs4         (36.8)
    Insurance service result         305.8
    Reported loss ratio ((C+D)/A)         63.9%
    Reported expense ratio (B/A)         24.8%
    Insurance service margin (E/A)         10.2%

    1 Excludes benefit from the Ogden discount rate change
    2 Quota share reinsurance result excludes quota share reinsurers’ share of share scheme costs and movement in onerous loss-recovery component
    3 Onerous loss component movement is shown net of all reinsurance
    4 Net share scheme costs of £36.7 million (2023: £36.8 million), being gross costs of £58.6 million (2023: £55.3 million, see note 5c) less reinsurers’ share of share scheme costs of £21.9 million (2023: £18.5 million) are excluded from the underwriting result.

    1b. Reconciliation of reported loss and expense ratios: UK Motor

              31 December 2024
    £m Consolidated Financial Statement Note Core product Ancillary income1 Total gross Total, net of XoL reinsurance Core product, net of XoL
    Total premiums written   4,006.6 151.1 4,157.7 4,033.3 3,882.2
    Gross premiums written   3,234.1 151.1 3,385.2 3,284.7 3,133.6
    Insurance premium revenue   3,020.7 139.8 3,160.5 3,062.4 2,922.5
    Instalment income   — 155.9 155.9 155.9 —
    Administration fees & non-separable ancillary commission   — 53.1 53.1 53.1 —
    Insurance revenue (A) 5b/5d 3,020.7 348.8 3,369.5 3,271.4 2,922.5
    Insurance expenses (B) 5c (530.9) (55.9) (586.8) (586.8) (530.9)
    Claims incurred (C) 5c/5d (2,051.5) (55.6) (2,107.2) (2,078.1) (2,022.5)
    Claims incurred excluding Ogden (D)   (2,078.5) (55.6) (2,134.1) (2,105.1) (2,049.5)
    Claims releases (E) 5c/5d 493.4 2.7 496.1 374.6 371.9
    Claims releases excluding Ogden (F)   414.2 2.7 416.9 295.4 292.7
    Insurance service result, gross of quota share reinsurance   931.7 240.0 1,171.7 981.1 741.0
    Quota share reinsurance result2         (228.8) (228.8)
    Onerous loss component movement         1.1 1.1
    Underwriting result (G)         753.4 513.3
    Current period loss ratio (C/A)         63.5% 69.2%
    Claims releases (E/A)         (11.4)% (12.7)%
    Reported loss ratio ((C+E)/A)         52.1% 56.5%
    Reported expense ratio (B/A)         17.9% 18.2%
    Insurance service margin (G/A)         23.0% 17.6%
    Current period loss ratio excluding
    Ogden (D/A)
            64.3% 70.1%
    Claims releases excluding Ogden (F/A)         (9.0)% (10.0)%
    Reported loss ratio excluding
    Ogden ((D+F)/A)
            55.3% 60.1%
              31 December 2023
    £m Consolidated Financial Statement Note Core product Ancillary income1 Total gross Total, net of XoL reinsurance Core product, net of XoL
    Total premiums written   3,004.3 113.9 3,118.2 3,016.8 2,903.0
    Gross premiums written   2,453.9 113.9 2,567.8 2,485.0 2,371.1
    Insurance premium revenue   2,007.6 107.8 2,115.4 2,053.8 1,946.0
    Instalment income   — 99.0 99.0 99.0 —
    Administration fees non-separable ancillary commission   — 35.8 35.8 35.8 —
    Insurance revenue (A) 5b/5d 2,007.6 242.6 2,250.2 2,188.6 1,946.0
    Insurance expenses (B) 5c (416.8) (34.4) (451.2) (451.2) (416.8)
    Claims incurred (C) 5c/5d (1,719.9) (35.6) (1,755.5) (1,729.0) (1,693.4)
    Claims releases (D) 5c/5d 406.9 — 406.9 392.8 392.8
    Insurance service result, gross of quota share reinsurance   277.8 172.6 450.4 401.2 228.6
    Quota share reinsurance result2         (16.8) (16.8)
    Onerous loss component movement         4.1 4.1
    Underwriting result (E)         388.5 215.9
    Current period loss ratio (C/A)         79.0% 87.0%
    Claims releases (D/A)         (17.9)% (20.2)%
    Reported loss ratio ((C+D)/A)         61.1% 66.8%
    Reported expense ratio (B/A)         20.6% 21.4%
    Insurance service margin (E/A)         17.8% 11.1%

    1 Ancillary income combined with other net income is presented as part of UK motor insurance other revenue in reporting “Other revenue per vehicle”. Total other revenue was £321.8 million (2023: £247.3 million).

    2 Net share scheme costs of £29.6 million (2023: £32.1 million), being gross costs of £40.7 million (2023: £43.2 million, see note 5c) less reinsurers’ share of share scheme costs of £11.1 million (2023: £11.1 million) are excluded from the underwriting result.

    1c. Reconciliation of reported loss and expense ratios: UK Non-Motor

      31 December 2024
    £m Consolidated Financial Statement Note UK Household UK Travel & Pet UK Non-Motor UK Household, net of XoL reinsurance
    Insurance revenue (A) 5b/5d 399.6 104.3 503.9 376.4
    Insurance expenses (B) 5c (102.9) (56.0) (158.9) (102.9)
    Claims incurred in the period (C) 5c/5d (233.7) (64.5) (298.2) (225.7)
    Changes in liabilities for incurred claims (releases) (D) 5c/5d 46.3 5.1 51.4 37.0
    Insurance service result, gross of quota share reinsurance   109.3 (11.1) 98.2 84.8
    Quota share reinsurance result1         (61.2)
    Onerous loss component movement         —
    Underwriting result (E)         23.6
    Current period loss ratio (C/A)         60.0%
    Claims releases (D/A)         (9.9)%
    Reported loss ratio ((C+D)/A)         50.1%
    Reported expense ratio (B/A)         27.3%
    Insurance service margin (E/A)         6.3%
      31 December 2023
    £m Consolidated Financial Statement Note UK Household UK Travel & Pet UK Non-Motor UK Household, net of XoL reinsurance
    Insurance revenue (A) 5b/5d 292.8 53.8 346.6 275.3
    Insurance expenses (B) 5c (80.9) (27.4) (108.3) (80.9)
    Claims incurred in the period (C) 5c/5d (223.5) (31.4) (254.9) (199.8)
    Changes in liabilities for incurred claims (releases) (D) 5c/5d 8.3 0.8 9.1 6.4
    Insurance service result, gross of quota share reinsurance   (3.3) (4.2) (7.5) 1.0
    Quota share reinsurance result1         (1.4)
    Onerous loss component movement         —
    Underwriting result (E)         (0.4)
    Current period loss ratio (C/A)         72.6%
    Claims releases (D/A)         (2.4)%
    Reported loss ratio ((C+D)/A)         70.2%
    Reported expense ratio (B/A)         29.4%
    Insurance service margin (E/A)         (0.1)%

    1Net share scheme costs of £1.6 million (2023: £0.7 million), being gross costs of £5.4 million (2023: £2.4 million, see note 5c) less reinsurers’ share of share scheme costs of £3.8 million (2023: £1.7 million) are excluded from the underwriting result.

    1d. Reconciliation of reported loss and expense ratios: International

      31 December 2024
    £m Consolidated Financial Statement Note Total gross Total, net of XoL reinsurance
    Insurance revenue (A) 5b/5d 829.5 794.2
    Insurance expenses (B) 5c (236.5) (236.5)
    Claims incurred in the period less changes in liabilities for incurred claims (C) 5c/5d (572.6) (564.5)
    Insurance service result, gross of quota share reinsurance   20.4 (6.8)
    Quota share reinsurance result1     (4.1)
    Onerous loss component movement     0.4
    Underwriting result (D)     (10.5)
    Reported loss ratio (C/A)     71.1%
    Reported expense ratio (B/A)     29.8%
    Insurance service margin (D/A)     (1.3)%
      31 December 2023
    £m Consolidated Financial Statement Note Total gross Total, net of XoL reinsurance
    Insurance revenue (A) 5b/5d 842.6 811.8
    Insurance expenses (B) 5c (249.4) (249.4)
    Claims incurred in the period less changes in liabilities for incurred claims (C) 5c/5d (596.9) (565.2)
    Insurance service result, gross of quota share reinsurance   (3.7) (2.8)
    Quota share reinsurance result1     (22.1)
    Onerous loss component movement     0.6
    Underwriting result (D)     (24.3)
    Reported loss ratio (C/A)     69.6%
    Reported expense ratio (B/A)     30.7%
    Insurance service margin (D/A)     (3.0)%

    1 Net share scheme costs of £4.3 million (2023: £3.2 million), being gross costs of £11.1 million (2023: £8.9 million, see note 5c) less reinsurers’ share of share scheme costs of £6.8 million (2023: £5.7 million) are excluded from the underwriting result.

    APPENDIX 2 TO THE GROUP FINANCIAL STATEMENTS (unaudited)

    The following table of non-GAAP measures illustrates the sensitivity of profit and loss (before tax) arising from the impact of 100 and 200 basis point increases and decreases in interest rates over the financial year 2024.

    2a. Additional sensitivities to interest rate risk

      31 December 2024
      Insurance contract liabilities and reinsurance contract assets Cash and investments
    £m Impact on profit before tax gross of reinsurance Impact on profit before tax net of reinsurance Impact on profit before tax
    Increase of 100 basis points 25.9 25.9 19.9
    Decrease of 100 basis points (28.5) (28.5) (19.9)
    Increase of 200 basis points 49.8 49.8 39.8
    Decrease of 200 basis points (60.6) (60.6) (39.8)

    Changes impact profit before tax as follows:

    • Interest revenue and other finance costs on floating-rate financial instruments (assuming that interest rates had varied by 100 basis points during the year)
    • Interest revenue and other finance costs on floating-rate financial instruments (assuming that interest rates had varied by 100 basis points during the year)
    • Changes in the discounted fulfilment cashflows of onerous contracts
    • Insurance claims expenses, reinsurance claims recoveries and finance income or expenses recognised in profit or loss, as a result of discounting future cashflows at a revised locked-in rate for the current period (i.e. assuming that interest rates had varied by 100 basis points during the year).

    Glossary

    Alternative Performance Measures

    Throughout this report, the Group uses a number of Alternative Performance Measures (APMs); measures that are not required or commonly reported under International Financial Reporting Standards, the Generally Accepted Accounting Principles (GAAP) under which the Group prepares its financial statements.

    These APMs are used by the Group, alongside GAAP measures, for both internal performance analysis and to help shareholders and other users of the Annual Report and financial statements to better understand the Group’s performance in the period in comparison to previous periods and the Group’s competitors.

    The table below defines and explains the primary APMs used in this report. Financial APMs are usually derived from financial statement items and are calculated using consistent accounting policies to those applied in the financial statements, unless otherwise stated. Non-financial KPIs incorporate information that cannot be derived from the financial statements but provide further insight into the performance and financial position of the Group.

    APMs may not necessarily be defined in a consistent manner to similar APMs used by the Group’s competitors. They should be considered as a supplement rather than a substitute for GAAP measures.

    Turnover Turnover is defined as total premiums written (as below), Other insurance revenue, Other revenue and interest income from Admiral Money. It is reconciled to financial statement line items in note 14 to the financial statements.
    This measure has been presented by the Group in every Annual Report since it became a listed Group in 2004. It reflects the total value of the revenue generated by the Group and analysis of this measure over time provides a clear indication of the size and growth of the Group.
    The measure was developed as a result of the Group’s business model. The UK Car insurance business has historically shared a significant proportion of the risks with Munich Re, a third party reinsurance Group, through a co-insurance arrangement, with the arrangement subsequently being replicated in some of the Group’s international insurance operations. Premiums and claims accruing to the external co-insurer are not reflected in the Group’s income statement and therefore presentation of this metric enables users of the Annual Report to see the scale of the Group’s insurance operations in a way not possible from taking the income statement in isolation.
    Total Premiums Written Total premiums written are the total forecast premiums, net of forecast cancellations written in the underwriting year within the Group, including co-insurance. It is reconciled to financial statement line items in note 14 to the financial statements.
    This measure has been presented by the Group in every Annual Report since it became a listed Group in 2004. It reflects the total premiums written by the Group’s insurance intermediaries and analysis of this measure over time provides a clear indication of the growth in premiums, irrespective of how co-insurance agreements have changed over time.
    The reasons for presenting this measure are consistent with that for the Turnover APM noted above.
    Underwriting result (profit or loss) For each insurance business an underwriting result is presented. This shows the insurance segment result before tax excluding investment income, finance expenses, co-insurer profit commission and other net income. It excludes both gross share scheme costs and any assumed quota share reinsurance recoveries on those share scheme costs.
    The calculations and compositions of the underwriting result are presented within Appendix 1 to these financial statements.
    Loss Ratio Loss ratios are reported as follows:
    Reported loss ratios are expressed as a percentage, of claims incurred, on a gross basis net of XoL reinsurance, divided by insurance revenue net of XoL reinsurance premiums ceded.
    The reported loss ratios use the total claims, and earned premium and related income (instalment income, administration fees and ancillary income where it is highly correlated to the core product). It is understood that this is consistent with the approach taken by peers, and it is considered to reflect the true profitability of products sold.
    Core product loss ratios use the total claims and earned premiums for the core product only (insurance premiums excluding instalment income, administration fees & ancillary income). This measure is more consistent with that used previously, and are reflective of the performance of the core product in a line of business.
    The calculations and compositions of the loss ratios are presented within Appendix 1 to these financial statements.
    Expense Ratio Expense ratios are reported as follows:
    Reported expense ratios are expressed as a percentage, of expenses incurred, on a gross basis excluding share scheme costs, divided by insurance revenue net of XoL reinsurance premiums ceded.The reported expense ratios use the total expenses (excluding share scheme costs), and earned premium and related income (instalment income, administration fees and ancillary income where it is highly correlated to the core product). It is understood that this is consistent with the approach taken by peers, and it is considered to reflect the true profitability of products sold.
    Core product expense ratios use the total expenses (excluding share scheme costs) and earned premiums for the core product only (insurance premiums excluding instalment income, administration fees & ancillary income). This measure is more consistent with that used previously, and are reflective of the performance of the core product in a line of business.
    Written expense ratios are calculated using total expenses (excluding share scheme costs) and written premiums, net of cancellation provision, for the core product only.
    The calculations of the reported expense ratios are presented within Appendix 1 to the financial statements.
    Combined Ratio Combined ratios are the sum of the loss and expense ratios as defined above. Explanation of these figures is noted above.
    Insurance service margin This is the reported insurance segment underwriting result, divided by insurance revenue net of excess of loss premiums ceded. Reconciliation of the calculations are provided in Appendix 1.
    Quota share result The total result (ceded premiums minus ceded recoveries) from contractual quota share arrangements, excluding the quota share reinsurer’s share of share scheme expenses, finance expenses and onerous loss component. Reconciliation of the calculations are provided in Appendix 1.
    Segment result The profit or loss before tax reported for individual business segments, which exclude net share scheme costs and other central expenses.
    Return on Equity Return on equity is calculated as profit after tax for the period attributable to equity holders of the Group divided by the average total equity attributable to equity holders of the Group in the year. This average is determined by dividing the opening and closing positions for the year by two. It excludes the impact of discontinued operations.
    Group Customers Group customer numbers reflect the total number of cars, vans, households and pets on cover at the end of the year, across the Group, and the total number of travel insurance, Admiral Money and Admiral Business customers.
    This measure has been presented by the Group in every Annual Report since it became a listed Group in 2004. It reflects the size of the Group’s customer base and analysis of this measure over time provides a clear indication of the growth. It is also a useful indicator of the growing significance to the Group of the different lines of business and geographic regions.
    The measure has been restated from 2022 onwards to exclude Veygo policies, given the significant fluctuations that can arise at a point in time as a result of the short-term nature of the product.
    Solvency Ratio The Solvency UK regulatory framework requires insurers to hold funds in excess of the Solvency Capital Requirement (SCR). Own funds are available capital resources determined under Solvency UK. The SCR is calculated at a Group level using the standard formula, to reflect the cost of mitigating the risk of insolvency to a 99.5% confidence level over a one-year time horizon – equivalent to a 1 in 200 year event – against financial and non-financial shocks.

    Additional Terminology

    There are many other terms used in this report that are specific to the Group or the markets in which it operates. These are defined as follows:

    Accident year The year in which an accident occurs. Claims incurred may be presented on an accident year basis or an underwriting year basis, the latter sees the claims attach to the year in which the insurance policy incepted.
    Actuarial best estimate The probability-weighted average of all future claims and cost scenarios calculated using historical data, actuarial methods and judgement.
    ASHE ‘Annual Survey of Hours and Earnings’ – a statistical index that is typically used for calculating the inflation of annual payment amounts under Periodic Payment Order (PPO) claims settlements.
    Claims reserves A monetary amount set aside for the future payment of incurred claims that have not yet been settled, thus representing a balance sheet liability.
    Co-insurance An arrangement in which two or more insurance companies agree to underwrite insurance business on a specified portfolio in specified proportions. Each co-insurer is directly liable to the policyholder for their proportional share.
    Commutation An agreement between a ceding insurer and the reinsurer that provides for the valuation, payment, and complete discharge of all obligations between the parties under a particular reinsurance contract.
    The Group typically commutes UK motor insurance quota share contracts after 24-36 months from the start of an underwriting year where it makes economic sense to do so.
    Earnings per share Earnings per share represents the profit after tax attributable to equity shareholders, divided by the weighted average number of basic shares.
    Effective Tax Rate Effective tax rate is defined as the approximate tax rate derived from dividing the tax charge going through the income statement by the Group’s profit before tax. It is a measure historically presented by the Group and enables users to see how the tax cost incurred by the Group compares over time and to current corporation tax rates.
    EIOPA European Insurance and Occupational Pensions Authority: EIOPA is the European supervisory authority for occupational pensions and insurance.
    Expected credit loss (ECL) Expected Credit Loss (ECL) is the probability-weighted estimate of credit losses over the expected life of a Financial Instrument.
    Insurance market cycle The tendency for the insurance market to swing between highs and lows of profitability over time, with the potential to influence premium rates (also known as the “underwriting cycle”).
    Claims net of XoL reinsurance The cost of claims incurred in the period, less any claims costs recovered via salvage and subrogation arrangements or under XoL reinsurance contracts. It includes both claims payments and movements in claims reserves.
    Excess of Loss (‘XoL’) reinsurance Contractual arrangements whereby the Group transfers part or all of the insurance risk accepted to another insurer on an excess of loss (‘XoL’) basis (full reinsurance for claims over an agreed value).
    Insurance premium revenue Insurance premium revenue reflects the expected premium receipts allocated to the period based on the passage of time, adjusted for seasonality if required. It excludes “Other insurance revenue” as defined below.
    Insurance premium revenue net of XoL Insurance premium revenue less the ceded XoL reinsurance earned in the period.
    Other Insurance revenue Insurance revenue minus insurance premium revenue as defined above. Other insurance revenue is comprised of revenue that is considered non-separable from the core insurance product sold and therefore under IFRS 17 is reported within insurance revenue. For the Group, this is typically the instalment income, administration fees and any other non-separable income related to the Group’s retained share of the underwritten products.
    Net promotor score NPS is currently measured based on a subset of customer responding to a single question: On a scale of 0-10 (10 being the best score), how likely would you recommend our Company to a friend, family or colleague through phone, online or email. Answers are then placed in 3 groups; Detractors: scores ranging from 0 to 6; Passives/neutrals: scores ranging from 7 to 8; Promoters: scores ranging from 9 to 10 and the final NPS score is : % of promoters – % of detractors
    Ogden discount rate The discount rate used in calculation of personal injury claims settlements in the UK.
    Periodic Payment Order (PPO) A compensation award as part of a claims settlement that involves making a series of annual payments to a claimant over their remaining life to cover the costs of the care they will require.
    Premium A series of payments are made by the policyholder, typically monthly or annually, for part of or all of the duration of the contract. Written premium refers to the total amount the policyholder has contracted for, whereas earned premium refers to the recognition of this premium over the life of the contract.
    Profit commission A clause found in some reinsurance and co-insurance agreements that provides for profit sharing. Co-insurer profit commission is presented separately on the income statement whilst reinsurer profit commissions are presented within the reinsurance result, as a part of any recovery for incurred claims.
    Quota share reinsurance result Admiral’s quota share (QS) reinsurance result reflects the net movement on ceded premiums, reinsurer margins and expected recoveries (claims and expenses, excluding share scheme charges) for underwriting years on which quota share reinsurance is in place.
    Regulatory Solvency Capital Requirement (‘SCR’) The Group’s Regulatory Solvency Capital Requirement (SCR) is an amount of capital that it should hold in addition to its liabilities in order to provide a cushion against unexpected events. In line with the rulebook of the Group’s regulator, the PRA, the Group’s SCR is calculated using the Solvency II Standard Formula, and includes a fixed capital add-on to reflect limitations in the Standard Formula with respect to Admiral’s risk profile (predominately in respect of co-and reinsurance profit commission arrangements and risks relating to Periodic Payment Orders (PPOs). The Group’s current fixed capital add-on of £24 million was approved by the PRA during 2023.
    The Group is required to maintain eligible Own Funds ( Solvency II capital) equal to at least 100% of the Group SCR. Both eligible Own Funds and the Group SCR are reported to the PRA on a quarterly basis and reported publicly on an annual basis in the Group’s Solvency and Financial Condition Report.
    Admiral separately calculates a ‘dynamic’ capital add-on and has used this this to report a solvency capital requirement and solvency ratio at the date of this report. A reconciliation between the regulatory solvency ratio and that calculated on a dynamic basis is included in note 3 to the Group financial statements.
    Reinsurance Contractual arrangements whereby the Group transfers part or all of the insurance risk accepted to another insurer. This can be on a quota share basis (a percentage share of premiums, claims and expenses) or an excess of loss (‘XoL’) basis (full reinsurance for claims over an agreed value).
    Scaled Agile Scaled Agile is a framework that uses a set of organisational and workflow patterns for implementing agile practices at an enterprise scale. Scaled agile at Admiral represents the ability to drive agile at the team level whilst applying the same sustainable principles of the group.
    Securitisation A process by which a group of assets, usually loans, is aggregated into a pool, which is used to back the issuance of new securities. A Company transfer assets to a special purpose entity (SPE) which then issues securities backed by the assets.
    Solvency ratio A ratio of an entity’s Solvency II capital (referred to as Own Funds) to Solvency Capital Requirement. Unless otherwise stated, Group solvency ratios include a reduction to Own Funds for a foreseeable dividend (i.e. dividends relating to the relevant financial period that will be paid after the balance sheet date)
    Special Purpose Entity (SPE) An entity that is created to accomplish a narrow and well-defined objective. There are specific restrictions or limited around ongoing activities. The Group uses an SPE set up under a securitisation programme.
    Ultimate loss ratio A projected actuarial best estimate loss ratio for a particular accident year or underwriting year.
    Underwriting year The year in which an insurance policy was incepted.
    Underwriting year basis Also referred to as the written basis. Claims incurred are allocated to the calendar year in which the policy was underwritten. Underwriting year basis results are calculated on the whole account (including co-insurance and reinsurance shares) and include all premiums, claims, expenses incurred and other revenue (for example instalment income and commission income relating to the sale of products that are ancillary to the main insurance policy) relating to policies incepting in the relevant underwriting year.
    Written/Earned basis An insurance policy can be written in one calendar year but earned over a subsequent calendar year.

    The MIL Network –

    March 6, 2025
  • MIL-OSI USA: Kaine, Britt, Carbajal, Lawler Lead Introduction of Bipartisan, Bicameral Proposal to Make Child Care More Affordable

    US Senate News:

    Source: United States Senator for Virginia Tim Kaine

    WASHINGTON, D.C. – Yesterday, U.S. Senators Tim Kaine (D-VA) and Katie Britt (R-AL) and U.S. Representatives Salud Carbajal (D-CA-24) and Mike Lawler (R-NY-17) introduced the Child Care Availability and Affordability Act and the Child Care Workforce Act—bipartisan, bicameral legislation that form a bold proposal to make child care more affordable and accessible by strengthening existing tax credits to lower child care costs and increase the supply of child care providers. Over the last few decades, the cost of child care has increased by 263%, forcing families to make impossible choices. More than half of all families live in child care deserts. Meanwhile, child care workers are struggling to make ends meet on the poverty-level wages they are paid and child care providers are struggling to simply stay afloat. The crisis—which was exacerbated by the pandemic—is costing our economy, resulting in $122 billion in economic losses each year.

    “The child care crisis is holding our families and economy back. I hear from Virginia parents all the time about how hard it is to find affordable child care, from child care providers who are forced to leave their jobs because of low wages, and from businesses who are having trouble finding the employees they need,” said Kaine. “I’m proud to join my colleagues in introducing this bipartisan legislation, and I hope more of my colleagues will join us in passing this comprehensive proposal to support child care providers, make it easier for families to access the care they need, and boost economic growth by providing parents with the opportunity to get back into the workforce.”

    “We applaud Sens. Britt and Kaine and Reps. Lawler and Carbajal for their bipartisan, bicameral efforts to identify innovative and impactful policy solutions that will increase access to quality child care for America’s working families, bolstering the workforce and economy. These two bills mark a major milestone to begin addressing employer and employee needs, as well as supply-side issues that impact the availability of care,” says Bipartisan Policy Center Action President Michele Stockwell.

    “The Child Care Availability and Affordability Act and the Child Care Workforce Act is forward-thinking legislation that will tackle the child care challenges plaguing too many working parents, employers, and providers,” said First Five Years Fund Executive Director Sarah Rittling. “By refining tax credits and expanding access, this plan will deliver real relief to countless families. We’re grateful to Senators Britt, Kaine, Ernst, and Shaheen for their leadership in finding bipartisan and practical solutions that put working families first.”

    Kaine has long been pushing to expand access to child care. In 2023, he introduced the Child Care Stabilization Act to expand vital child care funding to help providers keep their doors open, and has championed the Child Care for Working Families Act to expand access to child care, raise wages for providers, and lower costs for families by ensuring no family pays more than 7% of their income on child care. He has also introduced bipartisan legislation to develop, administer, and evaluate early childhood education apprenticeships.

    The proposal contains two bills because one proposes changes to existing tax credits, falling under the jurisdiction of the Senate Finance Committee, and the other authorizes a new pilot program, falling under the jurisdiction of the Senate HELP Committee.

    Child Care Availability and Affordability Act

    The Child Care Availability and Affordability Act would make child care more affordable by:

    • Increasing the size of the Child and Dependent Care Tax Credit (CDCTC) and making it refundable, allowing lower income working families with out-of-pocket child care expenses to benefit from the credit for the first time. The proposal substantially expands the maximum CDCTC to $2,500 for families with one child and $4,000 for families with two or more children.
    • Strengthening the Dependent Care Assistance Program (DCAP) to allow families to deduct 50% more in expenses (up to $7,500).
    • Allowing eligible families to benefit from both the DCAP and the CDCTC when their child care expenses exceed the DCAP threshold. This will have big benefits for middle income families who currently do not access the CDCTC but have particularly high child care costs.
    • Radically bolstering the underutilized Employer-Provided Child Care Tax Credit—commonly referred to as 45F—to encourage businesses to provide child care to their employees. The Kaine-Britt plan would increase the maximum credit from $150,000 to $500,000, and the percentage of expenses covered from 25% to 50%. The legislation also includes a larger incentive for small businesses—a maximum credit of $600,000—and allows for joint applications for groups of small businesses who want to pool resources.

    The Child Care Availability and Affordability Act is cosponsored by Senators Joni Ernst (R-IO), Jeanne Shaheen (D-NH), John Curtis (R-UT), Angus King (I-ME), Shelley Moore Capito (R-WV), Kirsten Gillibrand (D-NY), and Susan Collins (R-ME).

    The Child Care Availability and Affordability Act is endorsed by A+ Education Partnership, Abriendo Puertas/Opening Doors, Alabama Arise, Alabama School Readiness Alliance, American Hotel & Lodging Association (AHLA), Arizona Early Childhood Education Association, Big Blue Marble Academy, Bipartisan Policy Center Action (BPCA), Bright Horizons, Business Council of Alabama, Busy Bees North America, Care.com, Chamber of Progress, Chamber RVA, Child Care Aware of America (CCAoA), Child Care Aware of Virginia, Child Development Schools, Children’s Institute, Cincinnati Regional Chamber, Council for Professional Recognition, Early Care & Education Consortium (ECEC), Early Learning Policy Group, LLC, Eastern Shore Chamber of Commerce, Educare Learning Network, First Five Years Fund (FFYF), Gingerbread Kids Academy, Hampton Roads Chamber, Healthy Families America, Healthy Kids Alabama, Independent Restaurant Coalition, Jesuit Conference of the United States, Kaplan Early Learning Company, Kiddie Academy, KinderCare Learning Companies, Learning Care Group, Lightbright Academy, Low Income Investment Fund (LIIF), Manufacture Alabama, Metrix IQ, Mobile Area Education Foundation, Moms First, National Association of Women Business Owners (NAWBO), National Child Care Association (NCCA), North Carolina Licensed Child Care Association, Northern Virginia Chamber of Commerce (NVC), Ohio Association of Child Care Providers, Parents as Teachers National Center, Prevent Child Abuse America, Primrose Schools, Santa Barbara South Cost Chamber of Commerce, Small Business Majority, Small Business Majority, Start Early, Solvang Chamber of Commerce, Teaching Strategies, Texas Licensed Child Care Association, The Nest Schools, Third Way, U.S. Chamber of Commerce, Ventura Chamber of Commerce, Virginia Beach Vision, Virginia Chamber of Commerce, Virginia Early Childhood Foundation (VECF), VOICES for Alabama’s Children, Voices for Virginia’s Kids, and YMCA of the USA.

    Full text of the Child Care Availability and Affordability Act is available here.

    Child Care Workforce Act

    Because many child care providers are forced out of the industry by low wages—which makes it even harder for families to find affordable child care—the Child Care Workforce Act would make it easier to access child care, by establishing a competitive grant program for states, localities, Tribes, and Tribal organizations that are interested in adopting or expanding pay supplement programs for child care workers to increase supply and reduce turnover. Within that program:

    • Grantees would provide supplements, paid out at least quarterly, directly to both home-based and center-based licensed child care providers licensed by the state.
    • There would be a required evaluation of impacts on turnover, quality of child care, availability of affordable childcare, and alleviating the financial burden on child care providers. Model programs exist in Virginia, Nebraska, Oklahoma, Maine, and the District of Columbia, with evaluations demonstrating large effects on the supply of workers, educator turnover, and worker well-being and satisfaction.

    The Child Care Workforce Act is cosponsored by Senators Jeanne Shaheen (D-NH), Angus King (I-ME), and Kirsten Gillibrand (D-NY).

    The Child Care Workforce Act is endorsed by A+ Education Partnership, Abriendo Puertas/Opening Doors, Alabama Arise, Alabama School Readiness Alliance, Arizona Early Childhood Education Association, Big Blue Marble Academy, Bipartisan Policy Center Action (BPCA), Bright Horizons, Business Council of Alabama, Busy Bees North America, Care.com, Chamber of Progress, Chamber RVA, Child Care Aware of America (CCAoA), Child Care Aware of Virginia, Child Development Schools, Children’s Institute, Cincinnati Regional Chamber, Council for Professional Recognition, Early Care & Education Consortium (ECEC), Early Learning Policy Group, LLC, Eastern Shore Chamber of Commerce, Educare Learning Network, First Five Years Fund (FFYF), First Focus Campaign for Children, Gingerbread Kids Academy, Hampton Roads Chamber, Healthy Families America, Healthy Kids Alabama, Independent Restaurant Coalition, Jesuit Conference of the United States, Kaplan Early Learning Company, Kiddie Academy, KinderCare Learning Companies, Learning Care Group, Lightbright Academy, Low Income Investment Fund (LIIF), Manufacture Alabama, Metrix IQ, Mobile Area Education Foundation, Moms First, National Association for Family Child Care (NAFCC), National Association for the Education of Young Children (NAEYC), National Association of Women Business Owners (NAWBO), National Child Care Association (NCCA), National Council of Jewish Women, National Women’s Law Center (NWLC), North Carolina Licensed Child Care Association, Northern Virginia Chamber of Commerce (NVC), Ohio Association of Child Care Providers, Parents as Teachers National Center, Prevent Child Abuse America, Primrose Schools, Santa Barbara South Cost Chamber of Commerce, Small Business Majority, Small Business Majority, Start Early, Teaching Strategies, Texas Licensed Child Care Association, The Nest Schools, Third Way, UVentura Chamber of Commerce, Virginia Beach Vision, Virginia Chamber of Commerce, Virginia Early Childhood Foundation (VECF), VOICES for Alabama’s Children, Voices for Virginia’s Kids, YMCA of the USA, and ZERO TO THREE.

    Full text of the Child Care Workforce Act are available here.

    MIL OSI USA News –

    March 6, 2025
  • MIL-OSI China: Trump grants one-month exemption to 3 automakers from Mexico, Canada tariffs

    Source: China State Council Information Office 3

    The White House said on Wednesday that U.S. President Donald Trump is granting a one-month exemption to three major automakers from the newly imposed 25-percent tariffs on Mexico and Canada.

    “We spoke with the big three auto dealers (makers), we are going to give a one-month exemption on any autos coming through USMCA. Reciprocal tariffs will still go into effect on April 2,” White House Press Secretary Karoline Leavitt told reporters at a press briefing.

    Levitt said Trump has spoken with three companies — Ford, General Motors, and Stellantis — and they made this request. The president agreed to grant them a one-month tariff exemption.

    Bloomberg News reported earlier Wednesday that Trump is exempting automakers from newly imposed tariffs on Mexico and Canada for one month, “as a temporary reprieve following pleas from industry leaders.”

    The United States-Mexico-Canada Agreement (USMCA) is a trade agreement negotiated, signed, and ultimately enacted during Trump’s first term, aimed at replacing the former North American Free Trade Agreement (NAFTA).

    Under the USMCA, auto parts procurement must meet specific rules to qualify for duty-free treatment. These rules are designed to encourage regional production and sourcing within North America. For passenger vehicles and light trucks, at least 75 percent of the vehicle’s value must originate in North America, while the minimum requirement for heavy trucks is 70 percent.

    On Feb. 1, Trump signed an executive order imposing a 25-percent tariff on products imported from Mexico and Canada, with a 10 percent tariff increase on Canadian energy products. On Feb. 3, Trump announced a 30-day delay in implementing the tariffs on both countries and continued negotiations. According to this decision, the relevant tariff measures took effect on March 4.

    Trump on Tuesday night defended his tariff strategy when delivering an address to a joint session of Congress, but acknowledged that such policies will cause “a little disturbance.”

    Nevertheless, economists and observers have expressed deep concerns about the potential impact of tariffs on the U.S. economy.

    The Tax Foundation estimated that, without considering retaliatory measures, Trump’s 25 percent tariffs on Canada and Mexico, which went into effect Tuesday, will reduce long-term GDP by 0.2 percent, reduce hours worked by 223,000 full-time equivalent jobs, and reduce after-tax incomes by an average of 0.6 percent. 

    MIL OSI China News –

    March 6, 2025
  • MIL-OSI USA: Lawmakers Raise Questions about Proposed Trump Administration Selloff of Federal Properties in Oregon

    US Senate News:

    Source: United States Senator Ron Wyden (D-Ore)

    March 05, 2025

    Oregon senators and representatives ask why the rush to dispose of federal properties in Baker City, Eugene, Medford, Portland & Troutdale

    Washington, D.C. – U.S. Sens. Ron Wyden and Jeff Merkley along with U.S. Reps. Suzanne Bonamici, Val Hoyle, Andrea Salinas, Janelle Bynum and Maxine Dexter today asked why the Trump administration proposed earlier this week to dispose of federal properties paid for by taxpayers in Baker City, Eugene, Medford, Portland and Troutdale.

    “Given Donald Trump’s checkered legacy in the private sector of multiple bankruptcies and real estate deals gone awry, forgive me if I’m more than a little skeptical when that dubious record gets applied to the public sector,” Wyden said. “I’m nowhere near convinced this fire sale of federal assets throughout Oregon is in the best interest of U.S. taxpayers who paid for these facilities or for all Oregonians who depend on them for a reliable power grid, a functional court system, constituent services and more.”

    “For a man who spent his whole life treating everything as one big real estate transaction, it’s no surprise Trump doesn’t grasp that federal buildings in our communities provide a central place for folks to access government agencies and the everyday essential services they provide, like keeping our electric grid functioning and providing help with the IRS and Social Security,” said Merkley. “The Department of Government Inefficiency has struck again, and I’ll be pushing to keep this short-sighted deal for Oregonians from closing.”

    “There are many ways to make the government more efficient, but a rushed sale of federal buildings that house agencies and services important to Oregonians will not accomplish that goal,” said Bonamici. “ I will continue to stand against Elon Musk and his team of DOGE bros as they work to undermine government and purge critical federal workers.”

    “It does not make any sense to demand all federal workers to return to in-person work and then turn around and push the sale of the buildings they work in,” said Hoyle. “This is random and reflects the ongoing chaos of this administration.” 

    “From help with filing Social Security claims to accessing veterans’ benefits, federal buildings house a number of important services for Oregonians,” said Salinas. “It is troubling that the Trump Administration would move to sell federal facilities across Oregon without offering a clear reason to the taxpayers who pay for these spaces. To me, it seems like President Trump and Elon Musk are trying to take away critical services from working families. I’m not buying what they’re selling, and I join my colleagues in demanding answers.”

    “This doesn’t do anything to help Oregonians,” said Bynum. “I’m still waiting for this administration to spend their time on lowering costs, creating jobs, and improving our quality of life. That’s my focus.”

    “DOGE wants to sell off the building, our district office, that everyone from Hood River to East Portland depends on for constituent services to the highest bidder,” Dexter said. “This is more of the same from Trump: cruelty in the name of ‘efficiency.’ I will work from a folding table if I have to, but you better believe that I’m going to keep serving our community even if Trump cancels our lease.”

    The list of federal properties in Oregon on the national list of federal properties slated for disposal earlier this week by the General Services Administration include the following:

    • David J. Wheeler Federal Building, Baker City
    • Eugene Federal Building, Eugene
    • James A. Redden U.S. Courthouse, Medford
    • USGS Building, Medford
    • USGS Warehouse, Medford
    • Edith Green-Wendell Wyatt Federal Building, Portland
    • 911 Federal Building, Portland
    • BPA Building, Portland
    • Troutdale Metal Shed, Troutdale
    • Troutdale Warehouse, Troutdale

    MIL OSI USA News –

    March 6, 2025
  • MIL-OSI China: Trump grants one-month exemption to big three automakers from Mexico, Canada tariffs: White House

    Source: China State Council Information Office

    The White House said on Wednesday that U.S. President Donald Trump is granting a one-month exemption to three major automakers from the newly imposed 25-percent tariffs on Mexico and Canada.

    “We spoke with the big three auto dealers (makers), we are going to give a one-month exemption on any autos coming through USMCA. Reciprocal tariffs will still go into effect on April 2,” White House Press Secretary Karoline Leavitt told reporters at a press briefing.

    Levitt said Trump has spoken with three companies — Ford, General Motors, and Stellantis — and they made this request. The president agreed to grant them a one-month tariff exemption.

    Bloomberg News reported earlier Wednesday that Trump is exempting automakers from newly imposed tariffs on Mexico and Canada for one month, “as a temporary reprieve following pleas from industry leaders.”

    The United States-Mexico-Canada Agreement (USMCA) is a trade agreement negotiated, signed, and ultimately enacted during Trump’s first term, aimed at replacing the former North American Free Trade Agreement (NAFTA).

    Under the USMCA, auto parts procurement must meet specific rules to qualify for duty-free treatment. These rules are designed to encourage regional production and sourcing within North America. For passenger vehicles and light trucks, at least 75 percent of the vehicle’s value must originate in North America, while the minimum requirement for heavy trucks is 70 percent.

    On Feb. 1, Trump signed an executive order imposing a 25-percent tariff on products imported from Mexico and Canada, with a 10 percent tariff increase on Canadian energy products. On Feb. 3, Trump announced a 30-day delay in implementing the tariffs on both countries and continued negotiations. According to this decision, the relevant tariff measures took effect on March 4.

    Trump on Tuesday night defended his tariff strategy when delivering an address to a joint session of Congress, but acknowledged that such policies will cause “a little disturbance.”

    Nevertheless, economists and observers have expressed deep concerns about the potential impact of tariffs on the U.S. economy.

    The Tax Foundation estimated that, without considering retaliatory measures, Trump’s 25 percent tariffs on Canada and Mexico, which went into effect Tuesday, will reduce long-term GDP by 0.2 percent, reduce hours worked by 223,000 full-time equivalent jobs, and reduce after-tax incomes by an average of 0.6 percent. 

    MIL OSI China News –

    March 6, 2025
  • MIL-OSI: South Bow Reports Fourth-quarter and Year-end 2024 Results, Provides 2025 Outlook, and Declares Dividend

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, March 05, 2025 (GLOBE NEWSWIRE) — South Bow Corp. (TSX & NYSE: SOBO) (South Bow or the Company) reports its fourth-quarter and year-end 2024 financial and operational results and provides its 2025 outlook. Unless otherwise noted, all financial figures in this news release are in U.S. dollars.

    Highlights

    Spinoff transaction

    • Launched as an independent company on Oct. 1, 2024, completing the planned separation (the Spinoff) from TC Energy Corp. (TC Energy).
    • Completed an initial notes offering on Aug. 28, 2024, raising approximately $5.8 billion, in aggregate, of U.S. and Canadian dollar-denominated senior unsecured notes and U.S. dollar-denominated junior subordinated notes. As part of the Spinoff, South Bow repaid the outstanding long-term debt owed to affiliates of TC Energy on Oct. 1, 2024.

    Safety and operational performance

    • Demonstrated safety excellence in 2024, achieving record occupational and process safety performance during a transformative period.
    • Delivered record system availability in 2024, with an annual System Operating Factor (SOF) of 95% for the Keystone Pipeline due to continued improvements in system reliability.
    • Recorded annual average throughput on the Keystone Pipeline of approximately 626,000 barrels per day (bbl/d) in 2024, an increase of 5% relative to 2023. Throughput on the U.S. Gulf Coast segment of the Keystone Pipeline System averaged approximately 795,000 bbl/d, increasing by 15% relative to 2023.
      • Fourth-quarter 2024 throughput on the Keystone Pipeline and the U.S. Gulf Coast segment of the Keystone Pipeline System averaged approximately 621,000 bbl/d and approximately 784,000 bbl/d, respectively.
    • Advanced the Blackrod Connection Project in Alberta, anticipated to be ready for in-service in early 2026. South Bow is in the final stages of completing construction of the project’s 25-km crude oil and natural gas pipeline segments, with welding complete and hydrostatic testing activities underway. Facility construction, including the tank terminal, is expected to be completed in late 2025.
    • Received approval from the Pipeline and Hazardous Materials Safety Administration (PHMSA) in Jan. 2025 of South Bow’s remedial work plan, substantially completing the conditions in the Amended Corrective Action Order (ACAO) related to the Milepost 14 incident (MP-14). In early March 2025, South Bow received approval from PHMSA to lift the pressure restriction on the affected segment to 72% of the specified minimum yield strength of the pipeline. The affected segment includes the section of the pipeline where the MP-14 incident occurred.

    Financial performance

    • Delivered strong financial performance in 2024, underscored by the highly contracted nature of South Bow’s assets. Revenue and normalized earnings before interest, income taxes, depreciation, and amortization (normalized EBITDA) increased relative to 2023 due to significant demand for uncommitted capacity on the Keystone Pipeline in the first quarter of 2024, and strong demand for capacity on the U.S. Gulf Coast segment of the Keystone Pipeline System throughout the year.
      • Generated revenue of $488 million and $2,120 million for the three months and year ended Dec. 31, 2024, respectively.
      • Recognized net income of $55 million ($0.26/share) and $316 million ($1.52/share) during the three months and year ended Dec. 31, 2024, respectively.
      • Recorded normalized EBITDA1 of $290 million for the three months ended Dec. 31, 2024, an increase of 11% from the three months ended Sept. 30, 2024, primarily due to the timing of trade settlements within South Bow’s Marketing segment. Normalized EBITDA for the year ended Dec. 31, 2024 was $1,091 million, an increase of 2% from 2023.
      • Delivered distributable cash flow1 of $183 million and $608 million for the three months and year ended Dec. 31, 2024, respectively.
    • Exited 2024 with total long-term debt and net debt1 outstanding of $5.7 billion and $4.9 billion, respectively. South Bow’s net debt-to-normalized EBITDA ratio1 was 4.5 times at Dec. 31, 2024, supported by the Company’s starting working capital balances and strong normalized EBITDA generated in 2024.
      • South Bow expects that its net debt-to-normalized EBITDA ratio will increase modestly through the course of 2025 as the Company continues to invest in the Blackrod Connection Project and incur one-time costs of approximately $40 million to $50 million associated with the Spinoff. Consistent with the Company’s outlook on leverage, South Bow anticipates exiting 2025 with a net debt-to-normalized EBITDA ratio of approximately 4.8 times and that the Company will begin reducing its leverage once the Blackrod Connection Project starts generating cash flow in 2026.

    Returns to shareholders

    • Committed to paying a strong and sustainable dividend, declared South Bow’s inaugural quarterly dividend of $104 million ($0.50/share) on Nov. 7, 2024. The dividend was paid on Jan. 31, 2025 to shareholders of record on Dec. 31, 2024.
    • South Bow’s board of directors (the Board) has approved a quarterly dividend of $0.50/share, payable on April 15, 2025 to shareholders of record at the close of business on March 31, 2025. The dividends will be designated as eligible dividends for Canadian income tax purposes.

    South Bow’s audited consolidated financial statements and notes (the financial statements), management’s discussion and analysis (MD&A), and annual information form (AIF) as at and for the year ended Dec. 31, 2024 are available on South Bow’s website at www.southbow.com, under South Bow’s SEDAR+ profile at www.sedarplus.ca, and in South Bow’s filings with the U.S. Securities and Exchange Commission (SEC) at www.sec.gov. The disclosure under the section “Non-GAAP Financial Measures” in South Bow’s MD&A as at and for the year ended Dec. 31, 2024 is incorporated by reference into this news release.

    South Bow’s standalone financial statements were prepared using information derived from the consolidated financial statements and accounting records of TC Energy, including the historical cost basis of assets and liabilities comprising the Company, as well as the historical revenues, direct costs, and allocations of indirect costs attributable to the operations of the Company, using the historical accounting policies applied by TC Energy. The presentation of certain prior period comparatives have been updated for consistency with current year presentation.

     _________________________

    1 Non-GAAP financial measure or ratio that do not have standardized meanings under generally accepted accounting principles (GAAP) and may not be comparable to measures presented by other entities. See “Non-GAAP financial measures” of this news release.

    Financial and operational results

    $ millions, unless otherwise noted Three Months Ended Year Ended
    Sept. 30, 2024 Dec. 31, 2024 Dec. 31, 2023 Dec. 31, 2024 Dec. 31, 2023
    FINANCIAL RESULTS          
    Revenue 534   488 540   2,120 2,005
    Income from equity investments 12   12 13   49 50
    Net income 61   55 103   316 442
    Per share1 0.29   0.26 0.50   1.52 2.13
    Normalized net income2 86   112 94   383 504
    Per share1 2 0.41   0.54 0.45   1.84 2.43
    Normalized EBITDA2 262   290 278   1,091 1,074
    Keystone Pipeline System 257   250 264   1,028 981
    Marketing (7 ) 24 (2 ) 12 42
    Intra-Alberta & Other 12   16 16   51 51
    Distributable cash flow2 163   183 161   608 785
    Dividends declared —   104 —   104 —
    Per share1 —   0.50 —   0.50 —
    Capital expenditures3 61   28 11   122 37
    Total long-term debt 10,452   5,716 5,967   5,716 5,967
    Net debt2 4 4,827   4,901 5,715   4,901 5,715
    Net debt-to-normalized EBITDA (ratio)2 4.5   4.55 5.3   4.55 5.3
    Common shares outstanding, weighted average diluted (millions)6 207.6   208.4 207.6   208.2 207.6
    Common shares outstanding (millions)6 207.6   208.0 207.6   208.0 207.6
               
    OPERATIONAL RESULTS          
    Keystone Pipeline SOF (%) 95   96 92   95 93
    Keystone Pipeline throughput (Mbbl/d) 616   621 612   626 595
    U.S. Gulf Coast segment of Keystone Pipeline System throughput (Mbbl/d)7 815   784 783   795 694
    Marketlink throughput (Mbbl/d) 636   615 610   614 537
    1. Per share amounts, with the exception of dividends, are based on weighted average diluted common shares outstanding.
    2. Non-GAAP financial measure or non-GAAP ratio that do not have standardized meanings and may not be comparable to measures presented by other entities. See “Non-GAAP financial measures” of this news release.
    3. Capital expenditures per the investing activities of the consolidated statements of cash flows of the financial statements.
    4. Includes 50% equity treatment of South Bow’s junior subordinated notes.
    5. South Bow expects that its net debt-to-normalized EBITDA ratio will increase modestly through the course of 2025 as the Company continues to invest in the Blackrod Connection Project and incur one-time costs of approximately $40 million to $50 million associated with the Spinoff. Consistent with the Company’s outlook on leverage, South Bow anticipates exiting 2025 with a net debt-to-normalized EBITDA ratio of approximately 4.8 times and that the Company will begin reducing its leverage once the Blackrod Connection Project starts generating cash flow in 2026.
    6. The common shares issued on Oct. 1, 2024 have been used for comparative periods, as the Company had no common shares outstanding prior to the Spinoff. For periods prior to Oct. 1, 2024, it is assumed there were no dilutive equity instruments, as there were no equity awards of South Bow outstanding prior to the Spinoff.
    7. Comprises throughput originating in Hardisty, Alta. transported on the Keystone Pipeline, and throughput originating in Cushing, Okla. transported on Marketlink for destination in the U.S. Gulf Coast.

    Outlook

    Capital allocation priorities

    • South Bow takes a disciplined approach to capital allocation to preserve optionality and maximize total shareholder returns over the long term. The Company’s capital allocation priorities are built on a foundation of financial strength and supported by South Bow’s stable, predictable cash flows. South Bow’s capital allocation priorities include:
      • paying a sustainable base dividend;
      • strengthening the Company’s investment-grade financial position; and
      • leveraging existing infrastructure within South Bow’s strategic corridor to offer customers competitive connections and enhanced optionality.

    Market outlook

    • Every day, South Bow safely and reliably transports crude oil to key demand and refining markets in the U.S. Midwest and Gulf Coast. With substantially all of the crude oil imported into the U.S. Midwest originating from Canada, and refining facilities in the U.S. Gulf Coast set up to process heavy crude oil, these markets rely heavily on Canadian crude oil supplies to meet their energy needs.
    • While approximately 90% of South Bow’s normalized EBITDA is contracted through committed arrangements, which carry minimal commodity price or volumetric risk, demand for uncommitted capacity on the Keystone System is anticipated to remain subdued in 2025 as Western Canadian Sedimentary Basin (WCSB) crude oil pipeline capacity exceeds supply.
    • The potential for, and continuation of, tariffs on energy imposed by the U.S. government and counter-tariffs imposed by the Canadian government have created economic and geopolitical uncertainty, resulting in volatility in pricing differentials. Persistence of this uncertainty may create additional headwinds for uncommitted capacity on South Bow’s pipeline systems and impact South Bow’s Marketing segment results. Given the uncertainty, South Bow’s guidance for 2025 does not account for the future potential impact of sustained tariffs.

    2025 guidance

    • South Bow’s guidance aims to inform readers about Management’s expectations for financial and operational results in 2025. Readers are cautioned that these estimates may not be suitable for any other purpose. See “Forward-looking information and statements” of this news release for additional information regarding factors that could cause actual events to be significantly different from those expected.
    • The financial outlook for South Bow in 2025 is supported by the Company’s highly contracted cash flows and strong structural demand for services. Normalized EBITDA is projected to be approximately $1.01 billion, within a range of 3%, with approximately 90% secured through committed arrangements. South Bow reaffirms its long-term normalized EBITDA growth outlook of 2% to 3%.
    • South Bow has reduced its outlook for normalized EBITDA for its Marketing segment by approximately $30 million relative to 2024, due to continued impacts of WCSB crude oil pipeline capacity exceeding supply and South Bow’s response to market uncertainty caused by the potential for, and continuation of, tariffs, including the unwinding of certain positions to minimize South Bow’s exposure to further pricing volatility.
    • South Bow anticipates that its interest expense for 2025 will be approximately $325 million, within a range of 2%, and that the Company’s current tax rate will range from 23% to 24%.
    • Distributable cash flow is expected to be approximately $535 million, within a range of 3%, which South Bow will use to fund its expected annual dividend of $416 million ($2.00/share), subject to approval and declaration by the Board, and investments required to continue advancing the Blackrod Connection Project.
    • South Bow expects that its net debt-to-normalized EBITDA ratio will increase modestly through the course of 2025 as the Company continues to invest in the Blackrod Connection Project and incur one-time costs of approximately $40 million to $50 million associated with the Spinoff. Consistent with the Company’s outlook on leverage, South Bow anticipates exiting 2025 with a net debt-to-normalized EBITDA ratio of approximately 4.8 times and that the Company will begin reducing its leverage once the Blackrod Connection Project starts generating cash flow in 2026.
    • South Bow plans to invest approximately $110 million, within a range of 3%, in growth capital expenditures for the Blackrod Connection Project in 2025. The total expected capital cost of the project is estimated to be $180 million, targeted to be ready for in-service in early 2026. As of Dec. 31, 2024, South Bow has invested $62 million in the project.
    • Maintenance capital expenditures are estimated to be approximately $65 million, within a range of 3%, in 2025, as South Bow proactively completes maintenance activities while demand for uncommitted capacity is expected to be subdued, and invests in information services infrastructure. These expenditures are generally recoverable through South Bow’s tolling arrangements.

    South Bow’s 2025 annual guidance and a review of 2024 actual results are outlined below:

    $ millions, except percentages 1 2024 Actuals 2025 Guidance
    Normalized EBITDA 1,091 1,010 ± 3%
    Interest expense 388 325 ± 2%
    Current tax rate (%) 23% 23% – 24%
    Distributable cash flow 608 535 ± 3%
    Capital expenditures    
    Growth 73 110 ± 3%
    Maintenance 2 61 65 ± 3%
    1. Assumes average foreign exchange rate of C$/U.S.1.4286.
    2. Maintenance capital expenditures are generally recoverable through South Bow’s tolling arrangements.

    Refer to the section entitled “Guidance” in South Bow’s MD&A as at and for the year ended Dec. 31, 2024, available on South Bow’s website at www.southbow.com, under South Bow’s SEDAR+ profile at www.sedarplus.ca, and in South Bow’s filings with the SEC at www.sec.gov.

    Conference call and webcast details

    South Bow’s senior leadership will host a conference call and webcast to discuss the Company’s fourth-quarter and year-end 2024 results and 2025 outlook on March 6, 2025 at 8 a.m. MT (10 a.m. ET).

       
    Date March 6, 2025
    Time 8 a.m. MT (10 a.m. ET)
    Webcast link https://edge.media-server.com/mmc/p/fqe5oacv
    Conference call link https://register.vevent.com/register/BIbb6663202d26443895983db438ccaf6e

    Register ahead of time to receive a unique PIN to access the conference call via telephone. Once registered, participants can dial into the conference call from their telephone via the unique PIN or click on the “Call Me” option to receive an automated call directly on their telephone.

    Visit www.southbow.com/investors for the replay following the event.

    Non-GAAP financial measures

    In this news release, South Bow references certain non-GAAP financial measures and non-GAAP ratios that do not have standardized meanings under GAAP and may not be comparable to similar measures presented by other entities. These non-GAAP measures include or exclude adjustments to the composition of the most directly comparable GAAP measures. Management considers these non-GAAP financial measures and non-GAAP ratios to be important in evaluating and understanding the operational performance and liquidity of South Bow. These non-GAAP measures and non-GAAP ratios should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.

    South Bow’s non-GAAP financial measures and non-GAAP ratios include:

    • normalized EBITDA;
    • normalized net income;
    • normalized net income per share;
    • distributable cash flow;
    • net debt; and
    • net debt-to-normalized EBITDA ratio.

    These measures and ratios are further described below, with a reconciliation to their most directly comparable GAAP measure.

    Normalizing items

    Normalized measures are, or include, non-GAAP financial measures and ratios and include normalized EBITDA, normalized net income, normalized net income per share, distributable cash flow, and net debt-to-normalized EBITDA ratio. Management uses these normalized measures to assess the financial performance of South Bow’s operations and compare period-over-period results. During certain reporting periods, the Company may incur costs that are not indicative of core operations or results. These normalized measures represent income (losses), adjusted for specific normalizing items that are believed to be significant; however, they are not reflective of South Bow’s underlying operations in the period.

    These specific items include gains or losses on sales of assets or assets held for sale, unrealized fair value adjustments related to risk management activities, acquisition, integration, and restructuring costs, and other charges, including but not limited to, impairment, contractual costs, and settlements.

    South Bow excludes the unrealized fair value adjustments related to risk management activities, as these represent the changes in the fair value of derivatives, but do not accurately reflect the gains and losses that will be realized at settlement and impact income. Therefore, South Bow does not consider them reflective of the Company’s underlying operations, despite providing effective economic hedges. Realized gains and losses on grade financial contracts are adjusted to improve comparability, as they settle in a subsequent period to the underlying transaction they are hedged against.

    Separation costs relate to internal costs and external fees incurred specific to the Spinoff. These items have been excluded from normalized measures, as Management does not consider them reflective of ongoing operations and they are non-recurring in nature.

    Normalized EBITDA

    Normalized EBITDA is used as a measure of earnings from ongoing operations. Management uses this measure to monitor and evaluate the financial performance of the Company’s operations and to identify and evaluate trends. This measure is useful for investors as it allows for a more accurate comparison of financial performance of the Company across periods for ongoing operations. Normalized EBITDA represents income before income taxes, adjusted for the normalizing items, in addition to excluding charges for depreciation and amortization, interest expense, and interest income.

    The following table reconciles income (loss) before income taxes to normalized EBITDA for the indicated periods:

    $ millions Three Months Ended Year Ended
    Sept. 30, 2024   Dec. 31, 2024   Dec. 31, 2023   Dec. 31, 2024   Dec. 31, 2023  
    Income before income taxes 90   72   131   418   562  
    Adjusted for specific items:          
    Depreciation and amortization 61   62   61   246   244  
    Interest expense 115   84   105   388   220  
    Interest income and other (27 ) 28   (7 ) (12 ) (32 )
    Risk management instruments (23 ) 57   (15 ) 8   25  
    Keystone variable toll disputes 11   (3 ) —   8   42  
    MP-14 costs —   4   —   4   —  
    Separation costs 20   (1 ) 3   29   3  
    Keystone XL costs and other 15   (13 ) —   2   10  
    Normalized EBITDA 262   290   278   1,091   1,074  

    The following table reconciles income (loss) before income taxes to normalized EBITDA by operating segment for the indicated periods:

    $ millions Three Months Ended Sept. 30, 2024
    Keystone
    Pipeline
    System
      Marketing   Intra-Alberta
    & Other
      Total  
    Income (loss) before income taxes 173   17   (100 ) 90  
    Adjusted for specific items:        
    Depreciation and amortization 59   —   2   61  
    Interest expense (1 ) —   116   115  
    Interest income and other —   (1 ) (26 ) (27 )
    Risk management instruments —   (23 ) —   (23 )
    Keystone variable toll disputes 11   —   —   11  
    MP-14 costs —   —   —   —  
    Separation costs —   —   20   20  
    Keystone XL costs and other 15   —   —   15  
    Normalized EBITDA 257   (7 ) 12   262  
    $ millions Three Months Ended Dec. 31, 2024
    Keystone
    Pipeline
    System
    Marketing Intra-Alberta
    & Other
    Total
    Income (loss) before income taxes 205   (32 ) (101 ) 72  
    Adjusted for specific items:        
    Depreciation and amortization 59   —   3   62  
    Interest expense (1 ) —   85   84  
    Interest income and other (1 ) (1 ) 30   28  
    Risk management instruments —   57   —   57  
    Keystone variable toll disputes (3 ) —   —   (3 )
    MP-14 costs 4   —   —   4  
    Separation costs —   —   (1 ) (1 )
    Keystone XL costs and other (13 ) —   —   (13 )
    Normalized EBITDA 250   24   16   290  
    $ millions Three Months Ended Dec. 31, 2023
    Keystone
    Pipeline
    System
      Marketing   Intra-Alberta
    & Other
      Total  
    Income (loss) before income taxes 203   14   (86 ) 131  
    Adjusted for specific items:        
    Depreciation and amortization 60   —   1   61  
    Interest expense 3   1   101   105  
    Interest income and other (2 ) (2 ) (3 ) (7 )
    Risk management instruments —   (15 ) —   (15 )
    Keystone variable toll disputes —   —   —   —  
    MP-14 costs —   —   —   —  
    Separation costs —   —   3   3  
    Keystone XL costs and other —   —   —   —  
    Normalized EBITDA 264   (2 ) 16   278  
    $ millions Year Ended Dec. 31, 2024
    Keystone
    Pipeline
    System
      Marketing   Intra-Alberta
    & Other
      Total  
    Income (loss) before income taxes 778   6   (366 ) 418  
    Adjusted for specific items:        
    Depreciation and amortization 238   —   8   246  
    Interest expense 1   1   386   388  
    Interest income and other (3 ) (3 ) (6 ) (12 )
    Risk management instruments —   8   —   8  
    Keystone variable toll disputes 8   —   —   8  
    MP-14 costs 4   —   —   4  
    Separation costs —   —   29   29  
    Keystone XL costs and other 2   —   —   2  
    Normalized EBITDA 1,028   12   51   1,091  
    $ millions Year Ended Dec. 31, 2023
    Keystone
    Pipeline
    System
      Marketing   Intra-Alberta
    & Other
      Total  
    Income (loss) before income taxes 687   19   (144 ) 562  
    Adjusted for specific items:        
    Depreciation and amortization 239   —   5   244  
    Interest expense 7   2   211   220  
    Interest income and other (4 ) (4 ) (24 ) (32 )
    Risk management instruments —   25   —   25  
    Keystone variable toll disputes 42   —   —   42  
    MP-14 costs —   —   —   —  
    Separation costs —   —   3   3  
    Keystone XL costs and other 10   —   —   10  
    Normalized EBITDA 981   42   51   1,074  


    Normalized net income and normalized net income per share

    Normalized net income represents net income adjusted for the normalizing items described above and is used by Management to assess the earnings that are representative of South Bow’s operations. By adjusting for non-recurring items and other factors that do not reflect the Company’s ongoing performance, normalized net income provides a clearer picture of the Company’s continuing operations. This measure is particularly useful for investors as it allows for a more accurate comparison of financial performance and trends across different periods. On a per share basis, normalized net income is derived by dividing the normalized net income by the weighted average common shares outstanding at the end of the period. This per share measure is valuable for investors as it provides insight into South Bow’s profitability on a per share basis, assisting in evaluating the Company’s performance.

    The following table reconciles net income to normalized net income for the indicated periods:

    $ millions, except common shares outstanding and per share amounts Three Months Ended Year Ended
    Sept. 30, 2024   Dec. 31, 2024   Dec. 31, 2023   Dec. 31, 2024   Dec. 31, 2023  
    Net income 61   55   103   316   442  
    Adjusted for specific items:          
    Risk management instruments (23 ) 57   (15 ) 8   25  
    Keystone variable toll disputes 11   (3 ) —   8   42  
    MP-14 settlement —   4   —   4   —  
    Separation costs 20   27   3   67   3  
    Keystone XL costs and other 15   (13 ) 3   2   17  
    Tax effect of the above adjustments (8 ) (15 ) —   (22 ) (25 )
    Normalized net income 76   112   94   383   504  
    Common shares outstanding, weighted average diluted (millions) 207.6   208.4   207.6   208.2   207.6  
    Normalized net income per share 0.41   0.54   0.45   1.84   2.43  


    Distributable cash flow

    Distributable cash flow is used to assess the cash generated through business operations that can be used for South Bow’s capital allocation decisions, helping investors understand the Company’s cash-generating capabilities and its potential for returning value to shareholders. Distributable cash flow is based on income before income taxes, adjusted for depreciation and amortization, interest income and other, the normalizing items discussed above, and further adjusted for specific items, including income and distributions from the Company’s equity investments, maintenance capital expenditures, which are capitalized and generally recoverable through South Bow’s tolling arrangements, and current income taxes.

    The following table reconciles income before income taxes to distributable cash flow for the indicated periods:

    $ millions Three Months Ended Year Ended
    Sept. 30, 2024   Dec. 31, 2024   Dec. 31, 2023   Dec. 31, 2024   Dec. 31, 2023  
    Income before income taxes 90   72   131   418   562  
    Adjusted for specific items:          
    Depreciation and amortization 61   62   61   246   244  
    Interest income and other (27 ) 28   (7 ) (12 ) (32 )
    Normalizing items, net of tax1 18   34   (9 ) 39   62  
    Income from equity investments (12 ) (12 ) (13 ) (49 ) (50 )
    Distributions from equity investments 17   20   15   70   71  
    Maintenance capital expenditures2 (22 ) (15 ) (2 ) (61 ) (19 )
    Current income tax recovery (expense) 38   (6 ) (15 ) (43 ) (53 )
    Distributable cash flow 163   183   161   608   785  
    1. Normalizing items per normalized EBITDA reconciliation, net of tax.
    2. Maintenance capital expenditures are generally recoverable through South Bow’s tolling arrangements.

    Net debt and net debt-to-normalized EBITDA ratio

    Net debt is used as a key leverage measure to assess and monitor South Bow’s financing structure, providing an overview of the Company’s long-term debt obligations, net of cash and cash equivalents. This measure is useful for investors as it offers insights into the Company’s financial health and its ability to manage and service its debt obligations. Net debt is defined as the sum of total long-term debt with 50% treatment of the Company’s junior subordinated notes, operating lease liabilities, and dividends payable, less cash and cash equivalents, per the Company’s consolidated balance sheets.

    Net debt-to-normalized EBITDA ratio is used to monitor the South Bow’s leverage position relative to its normalized EBITDA for the trailing four quarters. This ratio provides investors with insight into the Company’s ability to service its long-term debt obligations relative to its operational performance. A lower ratio indicates stronger financial health and greater capacity to meet its debt obligations.

    $ millions, except ratios Sept. 30, 2024   Dec. 31, 2024   Dec. 31, 2023  
    Current portion of long-term debt to affiliates of TC Energy 4,677   —   —  
    Senior unsecured notes 4,686   4,629   5,967  
    Junior subordinated notes 1,089   1,087   —  
    Total long-term debt 10,452   5,716   5,967  
    Adjusted for:      
    Hybrid treatment for junior subordinated notes1 (545 ) (544 ) —  
    Operating lease liabilities 22   22   10  
    Dividends payable —   104   —  
    Cash and cash equivalents (622 ) (397 ) (262 )
    Restricted cash held in escrow2 (4,480 ) —   —  
    Net debt 4,827   4,901   5,715  
    Normalized EBITDA 1,079   1,091   1,074  
    Net debt-to-normalized EBITDA (ratio) 4.5   4.5   5.3  
    1. Includes 50% equity treatment of South Bow’s junior subordinated notes.
    2. Senior unsecured notes and junior subordinated notes were issued on Aug. 28, 2024, of which $1.25 billion was used to repay long-term debt to affiliates of TC Energy; the remaining proceeds were held in escrow until completion of the Spinoff on Oct. 1, 2024.

    Forward-looking information and statements

    This news release contains certain forward-looking statements and forward-looking information (collectively, forward-looking statements), including forward-looking statements within the meaning of the “safe harbor” provisions of applicable securities legislation, that are based on South Bow’s current expectations, estimates, projections, and assumptions in light of its experience and its perception of historical trends. All statements other than statements of historical facts may constitute forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as, “anticipate”, “will”, “expect”, “estimate”, “potential”, “future”, “outlook”, “strategy”, “maintain”, “ongoing”, “intend”, and similar expressions suggesting future events or future performance.

    In particular, this news release contains forward-looking statements, including certain financial outlooks, pertaining to, without limitation, the following: South Bow’s corporate vision and strategy, including its strategic priorities and outlook; the Blackrod Connection Project, including completion of crude oil and natural gas pipeline segments, testing activities, in-service dates, and costs thereof; expected in-service dates and costs related to announced projects and projects under construction; PHMSA approvals and completion of the ACAO; expected interest expense and tax rate; expected capital expenditures; expected dividends; expected one-time costs relating to the Spinoff; expected shareholder returns and asset returns; demand for uncommitted capacity on the Keystone System; treatment under current and future regulatory regimes, including those relating to taxes, tariffs, and the environment; South Bow’s financial guidance for 2025 and beyond, including 2025 normalized EBITDA and long-term normalized EBITDA growth, 2025 interest expense, 2025 distributable cash flow, and 2025 capital expenditures; and South Bow’s financial strength and flexibility.

    The forward-looking statements are based on certain assumptions that South Bow has made in respect thereof as of the date of this news release regarding, among other things: oil and gas industry development activity levels and the geographic region of such activity; that favourable market conditions exist and that South Bow has and will have available capital to fund its capital expenditures and other planned spending; prevailing commodity prices, interest rates, inflation levels, carbon prices, tax rates, and exchange rates; the ability of South Bow to maintain current credit ratings; the availability of capital to fund future capital requirements; future operating costs; asset integrity costs; that all required regulatory and environmental approvals can be obtained on the necessary terms in a timely manner; and prevailing regulatory, tax, and environmental laws and regulations.

    Although South Bow believes the assumptions and other factors reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these assumptions and factors will prove to be correct and, as such, forward-looking statements are not guarantees of future performance. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual events or results to differ materially, including, but not limited to: the regulatory environment and related decisions and requirements; the impact of competitive entities and pricing; reliance on third parties to successfully operate and maintain certain assets; the strength and operations of the energy industry; weakness or volatility in commodity prices; non-performance or default by counterparties; actions taken by governmental or regulatory authorities; the ability of South Bow to acquire or develop and maintain necessary infrastructure; fluctuations in operating results; adverse general economic and market conditions; the ability to access various sources of debt and equity capital on acceptable terms; and adverse changes in credit. The foregoing list of assumptions and risk factors should not be construed as exhaustive. For additional information on the assumptions made, and the risks and uncertainties which could cause actual results to differ from the results implied by forward-looking statements, refer to South Bow’s AIF dated March 5, 2025, available under South Bow’s SEDAR+ profile at www.sedarplus.ca and, from time to time, in South Bow’s public disclosure documents, available on South Bow’s website at www.southbow.com, under South Bow’s SEDAR+ profile at www.sedarplus.ca, and in South Bow’s filings with the SEC at www.sec.gov.

    Management approved the financial outlooks contained in this news release, including 2025 normalized EBITDA and long-term normalized EBITDA growth, 2025 interest expense, 2025 distributable cash flow, and 2025 capital expenditures as of the date of this news release. The purpose of these financial outlooks is to inform readers about Management’s expectations for the Company’s financial and operational results in 2025, and such information may not be appropriate for other purposes.

    The forward-looking statements contained in this news release speak only as of the date hereof. South Bow does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. All forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

    About South Bow

    South Bow safely operates 4,900 kilometres (3,045 miles) of crude oil pipeline infrastructure, connecting Alberta crude oil supplies to U.S. refining markets in Illinois, Oklahoma, and the U.S. Gulf Coast through our unrivalled market position. We take pride in what we do – providing safe and reliable transportation of crude oil to North America’s highest demand markets. Based in Calgary, Alberta, South Bow is the spinoff company of TC Energy, with Oct. 1, 2024 marking South Bow’s first day as a standalone entity. To learn more, visit www.southbow.com.

    Contact information  
       
    Investor Relations Media Relations
    Martha Wilmot
    investor.relations@southbow.com
    Katie Stavinoha
    communications@southbow.com
       

    The MIL Network –

    March 6, 2025
  • MIL-OSI: Wilmington Announces 2024 Fourth Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, March 05, 2025 (GLOBE NEWSWIRE) — Wilmington Capital Management Inc. (TSX: WCM.A, WCM.B) (“Wilmington” or the “Corporation”) reported a net loss for the three months ended December 31, 2024, of $0.9 million or ($0.07) per share and net income for the twelve months ended December 31, 2024 of $0.4 million or $0.03 per share, compared to net loss of $0.2 million or ($0.02) per share and $2.3 million and $0.18 per share for the same periods in 2023.

    Beginning in August 2023, the Corporation took steps to monetize a significant number of its investments in order to unlock the embedded value which had been substantially realized, simplify its business and return capital to its shareholders. The Corporation has been able to reward shareholders through the payment of a dividend and return of capital in May 2024 totaling $2.75 per share.

    Outlook
    As at December 31, 2024, the Corporation had substantially completed the monetization of its investments and had cash on hand of approximately $36 million. The Corporation is currently reviewing a range of alternatives aimed at providing liquidity to shareholders by scaling its public platform or alternatively by other means.

    CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
     
    (audited) Three months ended
    December 31,
      Twelve months ended
    December 31,
     
    ($ thousands, except per share amounts) 2024   2023   2024   2023  
    Revenues        
    Management fee revenue 221   193   861   833  
    Distribution income —   (18 ) 68   1,276  
    Interest and other income 474   427   1,807   1,793  
      695   602   2,736   3,902  
    Expenses        
    General and administrative (1,955 ) (789 ) (3,842 ) (2,120 )
    Amortization (7 ) (6 ) (28 ) (28 )
    Finance costs (1 ) (2 ) (5 ) (7 )
    Stock-based compensation —   (23 ) (18 ) (117 )
      (1,963 ) (820 ) (3,893 ) (2,272 )
    Fair value adjustments and other activities        
    Fair value changes to investments —   397   164   1,577  
    Gain (loss) from sale of investments —   (52 ) 947   (52 )
    Share of equity accounted loss —   (116 ) —   (122 )
      —   229   1,111   1,403  
    Income (loss) before income taxes (1,268 ) 11   (46 ) 3,033  
    Current income tax recovery (expense) 47   294   (434 ) (246 )
    Deferred income tax recovery (expense) 399   (531 ) 852   (493 )
    Provision for income taxes 446   (237 ) 418   (739 )
    Net income (loss) (822 ) (226 ) 372   2,294  
    Other comprehensive income        
    Items that will not be reclassified to net income (loss):  
    Fair value changes to investments (60 ) 1,471   (60 ) 783  
    Related income taxes 37   53   73   36  
    Other comprehensive income (loss), net of income taxes (23 ) 1,524   13   819  
    Comprehensive income (loss) (845 ) 1,298   385   3,113  
             
             
    Net income (loss) per share – basic (0.07 ) (0.02 ) 0.03   0.18  
    Net income (loss) per share – diluted (0.07 ) (0.02 ) 0.03   0.18  
     
     
    CONSOLIDATED BALANCE SHEETS
     
    (audited) December 31, December 31,
    ($ thousands) 2024 2023
         
    Assets    
    NON-CURRENT ASSETS    
    Investment in Maple Leaf Partnership — 22,910
    Investment in Bay Moorings Partnership 850 —
    Investment in Sunchaser Partnership — 4,700
    Investment in Energy Securities — 7,584
    Land held for development — 6,632
    Deferred income tax assets 240 —
    Right-of-use asset 36 64
      1,126 41,890
    CURRENT ASSETS    
    Cash 36,307 10,664
    Short term securities — 17,000
    Amounts receivable and other 1,253 4,616
    Total assets 38,686 74,170
         
    Liabilities    
    NON-CURRENT LIABILITIES    
    Deferred income tax liabilities — 1,773
    Lease liabilities 52 85
      52 1,858
    CURRENT LIABILITIES    
    Lease liabilities 38 38
    Income taxes payable 725 171
    Amounts payable and other 1,638 800
    Total liabilities 2,453 2,867
         
    Equity    
    Shareholders’ equity 35,619 51,324
    Contributed surplus — 1,132
    Retained earnings 418 10,364
    Accumulated other comprehensive income 196 8,483
    Total equity 36,233 71,303
    Total liabilities and equity 38,686 74,170
     
     

    Executive Officers of the Corporation will be available at 403-705-8038 to answer any questions on the Corporation’s financial results.

    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND OTHER MEASUREMENTS
    Certain statements included in this document may constitute forward-looking statements or information under applicable securities legislation. Forward-looking statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding the operations, business, financial conditions, expected financial results, performance, opportunities, priorities, ongoing objectives, strategies and outlook of the Corporation and its investee entities and contain words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, or similar expressions and statements relating to matters that are not historical facts constitute “forward-looking information” within the meaning of applicable Canadian securities legislation.

    While the Corporation believes the anticipated future results, performance or achievements reflected or implied in those forward-looking statements are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond the Corporation’s control, which may cause the actual results, performance and achievements of the Corporation to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

    Factors and risks that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include but are not limited to: the ability of management of Wilmington and its investee entities to execute its and their business plans; availability of equity and debt financing and refinancing within the equity and capital markets; strategic actions including dispositions; business competition; delays in business operations; the risk of carrying out operations with minimal environmental impact; industry conditions including changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced; operational matters related to investee entities business; incorrect assessments of the value of acquisitions; fluctuations in interest rates; stock market volatility; general economic, market and business conditions; risks associated with existing and potential future law suits and regulatory actions against Wilmington and its investee entities; uncertainties associated with regulatory approvals; uncertainty of government policy changes; uncertainties associated with credit facilities; changes in income tax laws, tax laws; changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); the effect of applying future accounting changes; and other risks, factors and uncertainties described elsewhere in this document or in Wilmington’s other filings with Canadian securities regulatory authorities.

    The foregoing list of important factors that may affect future results is not exhaustive. When relying on the forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, the Corporation undertakes no obligation to publicly update or revise any forward-looking statements or information, that may be as a result of new information, future events or otherwise. These forward-looking statements are effective only as of the date of this document.

    The MIL Network –

    March 6, 2025
  • MIL-OSI Submissions: Business – Andersen Global Strengthens Saudi Arabia Presence with Al-Sharif Law Firm

    Source: Andersen Global

    SAN FRANCISCO – Andersen Global continues to enhance its multidisciplinary capabilities in the Middle East through a Collaboration Agreement with Al-Sharif Law Firm, a full-service international law firm based in Riyadh, Saudi Arabia.

    Active in the Kingdom since 1978, the firm’s professionals offer a comprehensive range of legal services, including mergers and acquisitions, company formation, liquidation, corporate restructuring, corporate secretarial services, labor and employment law, intellectual property, construction and engineering, business intelligence and litigation. With a blended team of both U.S. trained and licensed attorneys and local talent, Al-Sharif Law is uniquely suited to provide comprehensive services for some of the largest companies in the world with deep experience in the finance, defense and oil & gas sectors.

    “The demand is high for a strong quarterback and local correspondent to support international companies and investors in Saudi Arabia,” said Chris Johnson, Managing Attorney for Al-Sharif Law. “Our approach combines Western-style service with deep local expertise, assuring clients practical and comprehensive legal solutions. By collaborating with Andersen Global, we broaden our reach and ability to offer seamless service that combines international standards of service with a deep understanding of Saudi Arabia’s legal and regulatory landscape.”

    “Al-Sharif Law Firm is one of the largest law firms in Saudi Arabia, with a reputation for serving major international companies,” said Andersen Global Chairman and CEO of Andersen Mark L. Vorsatz. “Saudi Arabia continues to grow as a significant global hub, with its economy rapidly diversifying and presenting new opportunities for businesses and investors. The addition of this firm reinforces our ability to provide a suite of integrated, seamless services through our member and collaborating firms in one of the region’s rapidly evolving markets.”

    Andersen Global is an international association of legally separate, independent member firms comprised of tax, legal, and valuation professionals around the world. Established in 2013 by U.S. member firm Andersen Tax LLC, Andersen Global now has more than 19,000 professionals worldwide and a presence in over 500 locations through its member firms and collaborating firms.

    MIL OSI – Submitted News –

    March 6, 2025
  • MIL-OSI Australia: Innovative technology installed in Menindee to restore native fish passages

    Source: New South Wales Ministerial News

    Published: 6 March 2025

    Released by: Minister for Agriculture, Minister for Water


    The Minns Labor Government is trialling Fishheart; a state-of-the-art temporary fish passage technology in the Lower Darling-Baaka River near Menindee, western NSW.

    The goal of this initiative is to test options to connect the Northern and Southern Basin and reduce the accumulation of fish, as part of the Government’s response to the Office of the NSW Chief Scientist and Engineer (OCSE) independent review into the March 2023 mass fish kill.

    The NSW Government continues to make good progress in addressing the recommendations identified in the OSCE report, with 10 of the 26 actions we’ve committed to now complete and the remaining 16 underway funded under the $25 million Restoring the Darling-Baaka River Program.

    One of the key actions the NSW Government has committed to is a $6.52 million trial of new temporary fish passage technology at Menindee.

    Australian native fish need to migrate to feed, breed and seek new habitat but due to the introduction of barriers to fish passage, like dams and weirs, fish migration pathways have been impacted.

    Currently in the Lower Darling-Baaka, fish can only migrate upstream as far as Lake Wetherell and Menindee Main Weir. The Fishheart unit is a floating hydraulic fishway system designed to assist fish moving over existing barriers. Construction commenced to install the Fishheart unit to the Lake Wetherell outlet regulator in December 2024.

    Work continued over the summer, with the technology being lowered into the Lower Darling-Baaka River in late January 2025. Calibration and testing of the Fishheart is currently underway. 

    The Fishheart unit works by attracting fish into the fishway and then using Artificial Intelligence (AI) to detect and collect fish in the chambers, counting fish, gathering data before moving fish up and over barriers like the Lake Wetherell outlet regulator.

    This is the first time that this innovative technology will be trialled at this scale on Australian inland freshwater fish and builds on Fishheart’s work in Europe and the USA that has shown plenty of promise.

    The aim of the project is to test options to connect sections of the river, thereby helping move some fish out of the Menindee town weir pool to complete their life cycle and reducing the biomass and associated risks for water quality and fish kills.

    Fisheries Scientists from the Department of Primary Industries and Regional Development (DPIRD) Fisheries will conduct the monitoring program, using underwater sonar and video capture technology, plus trapping activities under appropriate permits.

    For more information about the project visit the Menindee Lower Darling-Baaka Temporary Tube Fishway Trial webpage.

    To read the NSW Government’s six-month Darling-Baaka progress report, visit the Restoring the Darling-Baaka program webpage.

    Minister for Agriculture and Regional NSW, Tara Moriarty said:

    “This is the first time that this fishway technology will be trialled under Australian conditions at this scale and on native inland freshwater fish and it demonstrates the commitment of the Minns Labor Government to address environmental issues using innovative approaches, especially in western NSW.

    “While there is no one size fits all solution to restore fish passage in the Lower Darling-Baaka River or the Menindee Lakes system, this project aims to use innovative science, data and infrastructure as we promised to do.

    “Construction has been progressing through very hot days out at Menindee and we are grateful to all the personnel for their efforts in ensuring the fishway can get operational as soon as possible.

    “The Fishheart will be trialled for three breeding seasons, to measure its effectiveness in Menindee. But overseas experiences provide strong indicators for success, for moving fish through the fishway safely and hopefully reduce the risks of future fish kills in the Lower Darling-Baaka.”

    Minister for Water Rose Jackson said:

    “It’s fantastic to see the fish passage being trialled in Menindee which is one of the innovative infrastructure solutions proposed to prevent future fish deaths.

    “We pledged to take decisive action on water quality in the Darling-Baaka to improve fish health and we are delivering on this promise, with a six-month progress report now available to show the community where we are up to.

    “So far, we have developed new water quality triggers, overhauled our emergency response plans, continued to upgrade monitoring and added additional resources while also exploring state-of-the-art infrastructure solutions such as the tube fishway and microbubble technology.

    “I’m encouraged by the progress in a short space of time, which the Chief Scientist himself has acknowledged publicly, but there is still a lot of work to be done.

    “The reality is this is an incredibly complex river system with significant challenges that won’t go away overnight, but we are in a much stronger position to respond to changing conditions than ever before, and we are undoubtedly moving in the right direction.”

    MIL OSI News –

    March 6, 2025
  • MIL-OSI: Capstone Infrastructure Corporation Reports Fourth Quarter and Fiscal 2024 Results and Declares a Quarterly Dividend

    Source: GlobeNewswire (MIL-OSI)

    Toronto, Ontario, March 05, 2025 (GLOBE NEWSWIRE) — Capstone Infrastructure Corporation (TSX: CSE.PR.A) (the “Corporation” or “Capstone”) today announced and filed its financial results for the fourth quarter and fiscal year ended December 31, 2024. The Corporation’s 2024 Management’s Discussion and Analysis (“MD&A”) and audited consolidated financial statements are available at www.capstoneinfrastructure.com and on SEDAR+ at www.sedarplus.ca. Capstone’s MD&A details the “Results of Operations” and provides a “Financial Position Review” for the quarter ended December 31, 2024. 

    Dividend Declarations

    Today, the Board of Directors declared a quarterly dividend on the Corporation’s Cumulative Five-Year Rate Reset Preferred Shares, Series A (the “Preferred Shares”) of $0.2314 per Preferred Share to be paid on or about April 30, 2025 to shareholders of record at the close of business on April 15, 2025. The dividend on the Preferred Shares covers the period from January 31, 2025 to April 29, 2025.

    The dividends paid by the Corporation on its Preferred Shares are designated “eligible” dividends for the purposes of the Income Tax Act (Canada). An enhanced dividend tax credit applies to eligible dividends paid to Canadian residents.

    About Capstone Infrastructure Corporation

    Capstone is generating our low-carbon future, driving the energy transition forward through creative thinking, strong partnerships, and a commitment to quality and integrity in how we do business. A developer, owner, and operator of clean and renewable energy projects across North America, Capstone’s portfolio includes approximately 885 MW gross installed capacity across 35 facilities, including wind, solar, hydro, biomass, and natural gas power plants. Please visit www.capstoneinfrastructure.com for more information.

    Caution Regarding Forward-Looking Statements 

    Certain of the statements contained within this document are forward-looking and reflect management’s expectations regarding the future growth, results of operations, performance and business of the Corporation based on information currently available to the Corporation. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements use forward-looking words, such as “anticipate”, “continue”, “could”, “expect”, “may”, “will”, “intend”, “estimate”, “plan”, “believe” or other similar words. These statements are subject to known and unknown risks and uncertainties that may cause actual results or events to differ materially from those expressed or implied by such statements and, accordingly, should not be read as guarantees of future performance or results. The forward-looking statements within this document are based on information currently available and what the Corporation currently believes are reasonable assumptions, including the material assumptions set out in the management’s discussion and analysis of the results of operations and the financial condition of the Corporation (“MD&A”) for the year ended December 31, 2024, as updated in subsequently filed MD&A of the Corporation (such documents are available under the Corporation’s SEDAR+ profile at www.sedarplus.ca).

    Although the Corporation believes that it has a reasonable basis for the expectations reflected in these forward-looking statements, actual results may differ from those suggested by the forward-looking statements due to inherent risks and uncertainties. For a comprehensive description of these risk factors, please refer to the “Risk Factors” section of the Corporation’s Annual Information Form dated March 21, 2024, as supplemented by disclosure of risk factors contained in any subsequent annual information form, material change reports (except confidential material change reports), business acquisition reports, interim financial statements, interim management’s discussion and analysis and information circulars filed by the Corporation with the securities commissions or similar authorities in Canada (which are available under the Corporation’s SEDAR+ profile at www.sedarplus.ca).

    The assumptions, risks and uncertainties described above are not exhaustive and other events and risk factors could cause actual results to differ materially from the results and events discussed in the forward-looking statements. The forward-looking statements within this document reflect current expectations of the Corporation as at the date of this document and speak only as at the date of this document. Except as may be required by applicable law, the Corporation does not undertake any obligation to publicly update or revise any forward-looking statements.

    Attachment

    • 2024 Annual Report

    The MIL Network –

    March 6, 2025
  • MIL-Evening Report: Australia’s major sports codes are considered not-for-profits – is it time for them to pay up?

    Source: The Conversation (Au and NZ) – By Matt Nichol, Lecturer in Law, CQUniversity Australia

    Not-for-profit organisations support a range of needs and activities, such as financial disadvantage, health and education.

    Governments support these entities through various measures, notably exemption from income tax and other taxes.

    Some of Australia’s major professional sports – such as the Australian Football League (AFL) and its clubs, the National Rugby League (NRL) and its clubs and Cricket Australia – are treated as not-for-profits. This means they do not pay income tax.

    Not-for-profits and charities

    The not-for-profit sector in Australia consists of about 600,000 organisations, 59,000 of which contributed $43 billion to Australia’s economy in 2010 (2010 is the most recent available data).

    Some not-for-profit organisations receive special designation as charities and must have a charitable purpose that benefits the public.

    A charity is not permitted to distribute profits to its members and must be registered with the Australian Charities and Not-for-profits Commission.

    The Australian Taxation Office (ATO) is aware of more than 200,000 entities that receive one or more tax concessions. But only 61,010 are registered charities.

    Professinal sports and tax

    Within the regulation of not-for-profits exists professional sport.

    Sports receive an exemption from income tax if, under section 50-45 of the Income Tax Assessment Act 1997, a club or association encourages or promotes a game or sport.

    In addition, the organisation must not conduct business for the purpose of profit for members.

    The sports exemption does not differentiate between professional and community (or amateur) sport, as is the case in New Zealand, where charities and taxation law limit a sports charity to an amateur organisation.

    Therefore, major Australian professional sports are considered not-for-profits and do not pay income tax.

    None of these entities are registered charities.

    This raises questions of fairness: these organisations receive revenue that ranges from tens of millions of dollars in the case of clubs to hundreds of millions and even billions for leagues.

    When the sports exemption was introduced in the 1950s, it was designed to assist small community clubs. This might include the local golf club that operates on a public course and has operating revenue of $10,000, or the local tennis or football club with similar revenues.

    The big business of pro sports

    In recent years, the revenues of professional sport have ballooned, primarily due to lucrative broadcasting deals.

    For example, in 2023, the AFL had revenues of $1.06 billion and recently announced its 2024 profit of $45.4 million, putting it in Australia’s 30 largest charities by income.

    In 2023, the revenues of the AFL’s clubs ranged from $50.4-$105.7 million.

    The NRL earned $744.9 million in revenue in 2024.

    Also, the AFL and NRL receive a percentage of the income of betting agencies, reportedly $30 million a year for the AFL and $50 million for the NRL.

    Half of the NRL clubs are sponsored by betting companies and three NRL stadiums are named after betting agencies.

    Some non-Victorian AFL clubs, such as Brisbane and Greater Western Sydney, have gambling sponsorships, but Victorian clubs have signed up to the Victorian Responsible Gambling Foundation’s “Love the Game, Not the Odds” program.

    This reliance on sports betting revenues raises issues as to the public benefit of these organisations and whether they should receive tax exemptions.




    Read more:
    Will the government’s online gambling advertising legislation ever eventuate? Don’t bet on it


    The issue of unrelated business income

    The issue of unrelated business income (the income a not-for-profit earns from commercial activities not related to its charitable purpose), especially from gambling and poker machines, raises concerns.

    North Melbourne was the first Victorian AFL club to sell its poker machines in 2008. In 2016, it was the only club without pokies.

    Collingwood sold its machines in 2018 and Hawthorn sold its two poker machine venues in 2022. But Carlton, Essendon, Richmond and St Kilda earned a collective $40 million from poker machines in 2022/2023.

    The profits of poker machines by Victorian AFL clubs can be distinguished from sports clubs in New South Wales, where not less than 0.75% of poker machine profits must be distributed to charities under community development and support expenditure.

    Poker machine venues are a considerable source of revenue in the NRL. In 2021, rugby league received $9.8 million from regional licensed clubs – $7.28 million to grassroots rugby and $2.52 million to NRL clubs.

    Metropolitan venues gave $29.67 million to rugby league – $17.09 million to grassroots rugby and $12.58 million to NRL clubs.

    A possible solution

    Unrelated business income tax (UBIT) is a tax on the unrelated business income of not-for-profits. Related business income for a not-for-profit is membership fees and services directly related to the members such as restaurants or meals.

    However, the major source of unrelated business income for sports are sponsorship and income from gambling companies and poker machines.

    A UBIT has a long history in the United States and was proposed by the Gillard government in 2011, only to be postponed in 2013 and eventually abandoned by the Abbott government in 2014.

    In the context of professional sport, a UBIT would fairly treat leagues and clubs, which increasingly engage in commercial activities outside their charitable activities, with a public benefit without removing the tax exemption.

    For example, a UBIT would tax the profits of clubs with poker machines. It would also tax some of Australia’s most profitable professional sports clubs and leagues for revenue not related to promoting the sports.

    It would also help distinguish between “real” not-for-profits and professional sports.

    In doing so, it would also create a fair regulatory environment for the operation of for-profit and not-for-profit businesses.

    The authors do not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and have disclosed no relevant affiliations beyond their academic appointment.

    – ref. Australia’s major sports codes are considered not-for-profits – is it time for them to pay up? – https://theconversation.com/australias-major-sports-codes-are-considered-not-for-profits-is-it-time-for-them-to-pay-up-250914

    MIL OSI Analysis – EveningReport.nz –

    March 6, 2025
  • MIL-OSI: Ring Energy Announces Fourth Quarter and Full Year 2024 Results, Year-End 2024 Proved Reserves, and 2025 Guidance

    Source: GlobeNewswire (MIL-OSI)

    THE WOODLANDS, Texas, March 05, 2025 (GLOBE NEWSWIRE) — Ring Energy, Inc. (NYSE American: REI) (“Ring” or the “Company”) today reported operational and financial results for the fourth quarter and full year 2024, year-end 2024 proved reserves and provided 2025 operational and financial guidance.

    Fourth Quarter 2024 Highlights

    • Recorded net income of $5.7 million, or $0.03 per diluted share;
    • Reported Adjusted Net Income1 of $12.3 million, or $0.06 per diluted share;
    • Sold 19,658 barrels of oil equivalent per day (“Boe/d”), exceeding midpoint of guidance and 12,916 barrels of oil per day (“Bo/d”);
    • Held all-in cash operating costs1 (on a Boe basis) substantially flat with Q3 2024;
    • Reduced total capital expenditures by 12% to $37.6 million as compared to Q3 2024;
    • Recorded Adjusted Cash Flow from Operations1 of $42.2 million and delivered Adjusted Free Cash Flow1 of $4.7 million, remaining cash flow positive for 21 consecutive quarters; and
    • Strengthened balance sheet by an additional $7.0 million in debt reduction.

    Full Year 2024 Highlights

    • Recorded net income of $67.5 million, or $0.34 per diluted share;
    • Reported Adjusted Net Income1 of $69.5 million, or $0.35 per diluted share;
    • Grew sales volumes year-over-year (“Y-O-Y”) by 8% to a record 19,648 Boe/d and oil sales by 6% to a record 13,283 Bo/d;
    • Reduced Y-O-Y all-in cash operating costs1 (on a Boe basis) by 2%;
    • Generated Adjusted EBITDA1 of $233.3 million despite a 7% reduction in realized prices;
    • Maintained capital spending essentially flat at $151.9 million while improving capital efficiency on horizontal (“Hz”) wells by 11% to ~$492 per foot and vertical wells by ~3% on a per completed interval basis;
    • Generated a Cash Return on Capital Employed (“CROCE”)1 of 15.9% despite lower commodity pricing, which is the third consecutive year that Ring has achieved a CROCE in excess of 15%;
    • Recorded Adjusted Cash Flow from Operations1 of $195.3 million and delivered Adjusted Free Cash Flow1 of $43.6 million, remaining cash flow positive for over 5 years;
    • Divested non-core vertical wells with high operating cost for $5.5 million;
    • Paid down $40.0 million in debt and $70.0 million since closing the Founders acquisition in August 2023;
    • Reaffirmed the borrowing base at $600 million, exited 2024 with ~$217 million of liquidity, borrowings of $385 million, and a Leverage Ratio1 of 1.66x; and
    • Organically grew proved reserves by 4.4 MMBoe, or 3%, to 134.2 MMBoe.

    2025 Outlook2

    • Average annual sales midpoint of 21,000 Boe/d and 13,900 Bo/d, a 7% and 5% increase, respectively;
    • Annual capital spending midpoint of $154 million, essentially flat with the prior year;
    • Total wells drilled, completed and online (midpoint) of ~49 wells; and
    • Assumes nine months of Lime Rock asset operations without the benefit of anticipated synergies and cost reductions.

    Mr. Paul D. McKinney, Chairman of the Board and Chief Executive Officer, commented, “We finished 2024 delivering on our promises during the fourth quarter, in a year in which the Ring Team enhanced nearly every controllable metric. We grew our sales by 8% over the prior year to a record 19,648 Boe/d and our oil sales by 6% to a record 13,283 Bo/d. We reduced our all-in cash operating costs per Boe by 2% and drilled 13 more wells for slightly less capital than the previous year representing a substantial increase in capital efficiency for both our horizontal and vertical wells. We paid down debt by $40 million and exited the year with $385 million borrowings and approximately $217 million of liquidity. During the fourth quarter of 2024, we reduced our capital expenditures in anticipation of seeking and completing a meaningful acquisition of producing properties, while achieving the midpoint of our guidance on a Boe basis. As we have previously stated, we intend to maintain or slightly grow our production through our organic drilling program and grow through accretive, balance sheet enhancing acquisitions of assets that meet specific criteria. Our strategy retains the flexibility to respond to changing conditions to ensure we continue to make progress profitably growing the Company, achieving the size and scale to earn more attractive market metrics, and build long term shareholder value. Looking forward to 2025, we intend to continue a reduced capital spending program in the first quarter to help us achieve a satisfactory leverage ratio upon closing the Lime Rock transaction. The rest of the year will be consistent with our past. We will continue our focus on maximizing cash flow generation and intend to allocate a portion of our cash flow from operations to maintain production and liquidity and allocate the balance to paying down debt. With the potential added benefit of the proposed Lime Rock production beginning in the second quarter and our historically successful capital spending program, we anticipate ending 2025 stronger than ever.”

    Mr. McKinney concluded, “I would like to thank the Ring Team for the hard work and dedication it took to deliver our 2024 results. I also want to express our gratitude for the continued support of our shareholders. Despite an environment of lower realized commodity prices, being a member of a market segment where investor interest has waned, and other market conditions beyond our control, our shareholders continued to support us as we pursue our value focused proven strategy to build long-term value.”

    Summary Results

      Quarter Year
      Q4 2024 Q3 2024 Q4 2024
    to Q3
    2024 %
    Change
    Q4 2023 Q4 2024
    to Q4
    2023 %
    Change
    FY 2024 FY 2023 FY % Change
    Average Daily Sales Volumes (Boe/d) 19,658 20,108 (2 )% 19,397 1 % 19,648 18,119 8 %
    Crude Oil (Bo/d) 12,916 13,204 (2 )% 13,637 (5 )% 13,283 12,548 6 %
    Net Sales (MBoe) 1,808.5 1,849.9 (2 )% 1,784.5 1 % 7,191.1 6,613.3 9 %
    Realized Price – All Products ($/Boe) $46.14 $48.24 (4 )% $56.01 (18 )% $50.94 $54.60 (7 )%
    Realized Price – Crude Oil ($/Bo) $68.98 $74.43 (7 )% $77.33 (11 )% $74.87 $76.21 (2 )%
    Revenues ($MM) $83.4 $89.2 (7 )% $99.9 (17 )% $366.3 $361.1 1 %
    Net Income/Loss ($MM) $5.7 $33.9 (83 )% $50.9 (89 )% $67.5 $104.9 (36 )%
    Adjusted Net Income1 ($MM) $12.3 $13.4 (8 )% $21.2 (42 )% $69.5 $100.5 (31 )%
    Adjusted EBITDA1 ($MM) $50.9 $54.0 (6 )% $65.4 (22 )% $233.3 $236.0 (1 )%
    Capital Expenditures ($MM) $37.6 $42.7 (12 )% $38.8 (3 )% $151.9 $152.0 — %
    Adjusted Free Cash Flow1 ($MM) $4.7 $1.9 144 % $16.3 (71 )% $43.6 $45.3 (4 )%


    Adjusted Net Income, Adjusted EBITDA, Adjusted Free Cash Flow, Adjusted Cash Flow from Operations, Cash Return on Capital Employed and PV-10 are non-GAAP financial measures, which are described in more detail and reconciled to the most comparable GAAP measures, in the tables shown later in this release under “Non-GAAP Financial Information.”

    Sales Volumes, Prices and Revenues: Sales volumes for the fourth quarter of 2024 are shown in the table above.

    For the fourth quarter of 2024, realized average sales prices were $68.98 per barrel of crude oil, $(0.96) per Mcf of natural gas and $9.08 per barrel of NGLs. The realized natural gas and NGL prices are impacted by a fee reduction to the value received. For the fourth quarter of 2024, the weighted average natural gas price per Mcf was $0.87 offset by a weighted average fee value per Mcf of $(1.83), and the weighted average NGL price per barrel was $20.96 partially offset by a weighted average fee of $(11.88) per barrel. The combined average realized sales price for the period was $46.14 per Boe, down 4% versus $48.24 per Boe for the third quarter of 2024, and down 18% from $56.01 per Boe in the fourth quarter of 2023. The average oil price differential the Company experienced from WTI NYMEX futures pricing in the fourth quarter of 2024 was a negative $1.42 per barrel of crude oil, while the average natural gas price differential from NYMEX futures pricing was a negative $3.83 per Mcf.

    Revenues were $83.4 million for the fourth quarter of 2024 compared to $89.2 million for the third quarter of 2024 and $99.9 million for the fourth quarter of 2023. The 7% decrease in fourth quarter 2024 revenues from the third quarter was driven by a ($3.8MM) price variance and a ($2.0MM) volume variance.

    Lease Operating Expense (“LOE”): LOE, which includes expensed workovers and facilities maintenance, was $20.3 million, or $11.24 per Boe, in the fourth quarter of 2024 versus $20.3 million, or $10.98 per Boe, in the third quarter of 2024 and $18.7 million, or $10.50 per Boe, for the fourth quarter of 2023. Fourth quarter 2024 LOE per Boe was within the Company’s guidance range, and the Company remains focused on further improving the efficiencies of its operations.

    Gathering, Transportation and Processing (“GTP”) Costs: As previously disclosed, due to a contractual change effective May 1, 2022, the Company no longer maintains ownership and control of the majority of its natural gas through processing. As a result, GTP costs are now substantially reflected as a reduction to the natural gas sales price and not as an expense item. There remains only one contract in place with a natural gas processing entity where the point of control of gas dictates requiring the fees to be recorded as an expense.

    Ad Valorem Taxes: Ad valorem taxes, inclusive of an accrual for methane taxes of $527,687, were $1.34 per Boe for the fourth quarter of 2024, compared to $1.17 per Boe in the third quarter of 2024 and $0.92 per Boe for the fourth quarter of 2023.

    Production Taxes: Production taxes were $2.13 per Boe in the fourth quarter of 2024 compared to $2.27 per Boe in the third quarter of 2024 and $2.78 per Boe in fourth quarter of 2023. Production taxes ranged between 4.6% to 5.0% of revenue for all three periods.

    Depreciation, Depletion and Amortization (“DD&A”) and Asset Retirement Obligation Accretion: DD&A was $13.57 per Boe in the fourth quarter of 2024 versus $13.87 per Boe for the third quarter of 2024 and $13.76 per Boe in the fourth quarter of 2023. Asset retirement obligation accretion was $0.18 per Boe in the fourth quarter of 2024 compared to $0.19 per Boe for the third quarter of 2024 and $0.20 per Boe in the fourth quarter of 2023.

    General and Administrative Expenses (“G&A”): G&A was $8.0 million ($4.44 per Boe) for the fourth quarter of 2024 versus $6.4 million ($3.47 per Boe) for the third quarter of 2024 and $8.2 million ($4.58 per Boe) in the fourth quarter of 2023. G&A, excluding share-based compensation1, was $6.4 million for the fourth quarter of 2024 ($3.52 per Boe) versus $6.4 million for the third quarter of 2024 ($3.45 per Boe) and $5.7 million in the fourth quarter of 2023 ($3.20 per Boe). The fourth quarter of 2024 included $21,017 of Transaction Costs. Excluding these costs and share-based compensation, G&A was $3.51 per Boe for the period.

    Interest Expense: Interest expense was $10.1 million in the fourth quarter of 2024 versus $10.8 million for the third quarter of 2024 and $11.6 million for the fourth quarter of 2023.

    Derivative (Loss) Gain: In the fourth quarter of 2024, Ring recorded a net loss of $6.3 million on its commodity derivative contracts, including a realized $0.7 million cash commodity derivative gain and an unrealized $7.0 million non-cash commodity derivative loss. This compared to a net gain of $24.7 million in the third quarter of 2024, including a realized $1.9 million cash commodity derivative loss and an unrealized $26.6 million non-cash commodity derivative gain, and a net gain of $29.3 million in the fourth quarter of 2023, including a realized $3.3 million cash commodity derivative loss and an unrealized $32.5 million non-cash commodity derivative gain.

    A summary listing of the Company’s outstanding derivative positions at December 31, 2024 is included in the tables shown later in this release. A quarterly breakout is provided in the Company’s investor presentation.

    For full year 2025, the Company currently has approximately 2.4 million barrels of oil (48% of oil sales guidance midpoint) hedged and 2.4 billion cubic feet of natural gas (33% of natural gas sales guidance midpoint) hedged.

    Income Tax: The Company recorded a non-cash income tax provision of $1.8 million in the fourth quarter of 2024, $10.1 million in the third quarter of 2024, and $7.9 million for fourth quarter 2023.

    Balance Sheet and Liquidity: Total liquidity at December 31, 2024 was $216.8 million, a 4% increase from September 30, 2024 and a 24% increase from December 31, 2023. Liquidity at December 31, 2024 consisted of cash and cash equivalents of $1.9 million and $215.0 million of availability under Ring’s revolving credit facility, which includes a reduction of $35 thousand for letters of credit. On December 31, 2024, the Company had $385.0 million in borrowings outstanding on its revolving credit facility that has a current borrowing base of $600.0 million. Ring paid down $7 million of debt during the fourth quarter of 2024 and $70.0 million since the closing of the Founders Transaction in August 2023. The Company is targeting further debt pay down during 2025 dependent on market conditions, the timing of capital spending, and other considerations.

    During the fourth quarter of 2024, the Company’s borrowing base of $600 million under its revolving credit facility was reaffirmed. The next regularly scheduled bank redetermination is scheduled to occur during May 2025. Ring is currently in compliance with all applicable covenants under its revolving credit facility.

    Capital Expenditures: During the fourth quarter of 2024, capital expenditures on an accrual basis were $37.6 million, which was near the midpoint of Ring’s guidance of $33 million to $41 million. The Company drilled five Hz and four vertical wells, and completed ten wells — with all drilling and completion activity occurring in the Central Basin Platform (“CBP”). Also included in fourth quarter 2024 capital spending were costs for capital workovers, infrastructure upgrades, recompletions, leasing costs, and ESG improvements.

    For the year ended December 31, 2024, capital expenditures on an accrual basis were $151.9 million — substantially flat with full year 2023 despite more than a 40% increase in drilling and completion activity in 2024. Capital spending in 2024 included costs to drill, complete and place on production 21 Hz wells (five in the NWS and 16 in the CBP) and 22 vertical wells in the CBP, as well as costs for capital workovers, infrastructure upgrades, recompletions, leasing costs, and ESG improvements.

    The table below sets forth Ring’s drilling and completions activities by quarter for 2024:

    Quarter   Area   Wells
    Drilled
      Wells
    Completed
      Drilled
    Uncompleted
    (“DUC”)
    (2)
                     
    1Q 2024   Northwest Shelf (Horizontal)   2   2   —
        Central Basin Platform (Horizontal)   3   3   —
        Central Basin Platform (Vertical)   6   6   —
        Total (1)   11   11   —
                     
    2Q 2024   Northwest Shelf (Horizontal)   —   —   —
        Central Basin Platform (Horizontal)   5   5   —
        Central Basin Platform (Vertical)   6   6   —
        Total   11   11   —
                     
    3Q 2024   Northwest Shelf (Horizontal)   3   3   —
        Central Basin Platform (Horizontal)   4   2   2
        Central Basin Platform (Vertical)   6   6   —
        Total   13   11   2
                     
    4Q 2024   Northwest Shelf (Horizontal)   —   —   —
        Central Basin Platform (Horizontal)   5   6   1
        Central Basin Platform (Vertical)   4   4   —
        Total   9   10   1
                     
    FY 2024   Northwest Shelf (Horizontal)   5   5   —
        Central Basin Platform (Horizontal)   17   16   1
        Central Basin Platform (Vertical)   22   22   —
        Total   44   43   1

    (1) First quarter total and full year total do not include one salt water disposal (“SWD”) well completed in the Central Basin Platform
    (2) Note that the DUC wells represent period-end counts rather than period-to-date totals.

    Full Year 2024 Summary Financial Review

    The Company reported net income for full year 2024 of $67.5 million, or $0.34 per diluted share, and Adjusted Net Income of $69.5 million, or $0.35 per diluted share. For full year 2023, Ring reported net income of $104.9 million, or $0.54 per diluted share, and Adjusted Net Income of $100.5 million, or $0.51 per diluted share.

    In full year 2024, the Company generated Adjusted EBITDA of $233.3 million, Adjusted Free Cash Flow of $43.6 million, and Adjusted Cash Flow from Operations of $195.3 million — representing a four percent or less decline in all three metrics from full year 2023, despite an almost seven percent decrease in overall realized commodity pricing.

    Revenues totaled $366.3 million for 2024 compared to $361.1 million in 2023, with the increase driven by higher sales volumes partially offset by lower overall realized commodity prices.

    Net sales for full year 2024 were a record 19,648 Boe/d, or 7,191,054 Boe, comprised of 4,861,628 Bbls of oil, 6,423,674 Mcf of natural gas, and 1,258,814 Bbls of NGLs. Full year 2023 net sales averaged 18,119 Boe/d, or 6,613,321 Boe, which included 4,579,942 Bbls of oil, 6,339,158 Mcf of natural gas, and 976,852 Bbls of NGLs. The increase in sales volumes was primarily associated with a full year of production from the Founders Acquisition that closed in August 2023, as well as strong organic growth from the Company’s targeted capital spending program.

    For full year 2024, the Company’s realized crude oil sales price was $74.87 per barrel, the natural gas sales price was $(1.44) per Mcf, and the NGLs sales price was $9.23 per barrel. The combined average sales price for full year 2024 was $50.94 per Boe compared to $54.60 per Boe for full year 2023.

    For the full year 2024, LOE was $78.3 million, or $10.89 per Boe (substantially at the midpoint of guidance of $10.70 to $11.00 per Boe). The increase in LOE on an absolute basis from full year 2023 was primarily due to the full year of expenses from the assets acquired with the Founders Acquisition (closed in August 2023) which contributed to the previously discussed 9% increase in production. Also affecting absolute LOE were higher activity levels, partially offset by the Company’s ongoing cost reduction and increased efficiency initiatives.

    For the full year 2024, G&A was $29.6 million, or $4.12 per Boe, compared to $29.2 million, or $4.41 per Boe for full year 2023. G&A, excluding share-based compensation, was $24.1 million, or $3.36 per Boe, compared to $20.4 million, or $3.08 per Boe for full year 2023. Excluding Transaction Costs, full year 2024 G&A, net of share-based compensation, was $3.35 per Boe. The increase from full year 2023 was primarily associated with higher total compensation levels driven by higher activity levels in 2024 and a non-recurring employee retention tax credit in 2023, with the overall net increase partially offset by a $3.3 million year-over-year reduction in share-based compensation.

    Recently Announced Proposed Accretive Bolt-On Acquisition

    On February 25, 2025, the Company entered into an agreement to acquire Lime Rock’s CBP assets for $90 million in cash with $80 million due at closing and $10 million due on the nine month anniversary of closing, and approximately 7.4 million shares of our common stock. The purchase price is subject to customary purchase price adjustments. The transaction has an effective date of October 1, 2024, and is expected to close by the end of the first quarter of 2025.

    Lime Rock’s CBP acreage is in Andrews County, Texas, where the majority of the acreage directly offsets Ring’s core Shafter Lake operations, and the remaining acreage is prospective for multiple horizontal targets and exposes the Company to new active plays. The transaction represents another opportunity for the Company to seamlessly integrate strategic, high-quality assets with Ring’s existing operations and create shareholder value through improved operations and synergy capture.

    The Lime Rock position has been a key target for Ring as the Company has historically sought to consolidate producing assets in core counties in the CBP defined by shallow declines, high margin production and undeveloped inventory that immediately competes for capital. Additionally, these assets add significant near-term opportunities for field level optimization and cost savings that are core competencies of Ring’s operating team.

    2025 Capital Investment, Sales Volumes, and Operating Expense Guidance

    In January, the Company commenced its 2025 development program with one rig drilling horizontal wells followed by another rig drilling vertical wells. During the first quarter, this disciplined capital program is intended to achieve a satisfactory leverage ratio upon the closing of the Lime Rock transaction. The Company intends to utilize a phased (versus continuous) capital drilling program to maximize free cash flow and retain the flexibility to respond to changes in commodity prices and other market conditions.

    For full year 2025, Ring expects total capital spending of $138 million to $170 million that includes a balanced and capital efficient combination of drilling, completing and placing on production 27 to 32 Hz and 15 to 22 vertical wells across the Company’s asset portfolio. Additionally, the full year capital spending program includes funds for the drilling of targeted well recompletions, capital workovers, infrastructure upgrades, reactivations, leasing costs, ESG improvements, and the drilling of approximately three SWD wells, in addition to the Company’s pro-rata capital spending for non-operated drilling, completion, and capital workover activities.

    All projects and estimates are based on assumed WTI oil prices of $65 to $75 per barrel and Henry Hub prices of $2.00 to $4.00 per Mcf.

    Based on the $154 million midpoint of spending guidance, the Company expects the following estimated allocation of capital investment:

    • 73% for drilling, completion, and related infrastructure;
    • 19% for recompletions and capital workovers;
    • 5% for environmental and emission reducing facility upgrades; and
    • 3% for land and non-operated capital.

    The Company remains focused on continuing to generate Adjusted Free Cash Flow. All 2025 planned capital expenditures will be fully funded by cash on hand and cash from operations, and excess Adjusted Free Cash Flow is currently targeted for further debt reduction.

    The Company currently forecasts full year 2025 oil sales volumes of 13,600 to 14,200 Bo/d compared with full year 2024 oil sales volumes of 13,283 Bo/d, with the midpoint of guidance reflecting almost a 5% increase from last year.

    The guidance in the table below represents the Company’s current good faith estimate of the range of likely future results for the first quarter and full year of 2025 and assumes the closing of the Lime Rock transaction at the end of the first quarter of 2025. Guidance could be affected by the factors discussed below in the “Safe Harbor Statement” section. LOE per Boe assumes the full operating costs of the Lime Rock assets before anticipated synergies and cost reductions after the assets are integrated.

        Q1 2025   Q2 2025   Q3 2025   Q4 2025   FY 2025
                         
    Sales Volumes:                    
    Total Oil (Bo/d)   11,700 – 12,000   13,700 – 14,700   14,000 – 15,000   14,400 – 15,400   13,600 – 14,200
    Midpoint (Bo/d)   11,850   14,200   14,500   14,900   13,900
    Total (Boe/d)   18,000-18,500   20,500 – 22,500   20,700 – 22,700   21,000 – 23,000   20,000 – 22,000
    Midpoint (Boe/d)   18,250   21,500   21,700   22,000   21,000
    Oil (%)   65%   66%   67%   68%   66%
    NGLs (%)   19%   18%   18%   18%   18%
    Gas (%)   16%   16%   15%   14%   16%
                         
    Capital Program:                    
    Capital spending(1) (millions)   $26 – $34   $34 – $42   $46 – $54   $32 – $40   $138 – $170
    Midpoint (millions)   $30   $38   $50   $36   $154
    New Hz wells drilled   4 – 5   8 – 9   11 – 13   4 – 5   27 – 32
    New Vertical wells drilled   3 – 4   3 – 5   4 – 6   5 – 7   15 – 22
    Completion of DUC wells   0   1   0   0   1
    Wells completed and online   7 – 9   12 – 15   15 – 19   9 – 12   43 – 55
                         
    Operating Expenses:                    
    LOE (per Boe)   $11.75 – $12.25   $11.50 – $12.50   $11.25 – $12.25   $11.00 – $12.00   $11.25 – $12.25
    Midpoint (per Boe)   $12.00   $12.00   $11.75   $11.50   $11.75

    (1) In addition to Company-directed drilling and completion activities, the capital spending outlook includes funds for targeted well recompletions, capital workovers, infrastructure upgrades and well reactivations. Also included is anticipated spending for leasing acreage and non-operated drilling, completion, capital workovers, and ESG improvements.

    Year-End 2024 Proved Reserves

    The Company’s year-end 2024 SEC proved reserves were 134.2 MMBoe, up 3% compared to 129.8 MMBoe at year-end 2023. During 2024, Ring recorded reserve additions of 16.0 MMBoe for extensions, discoveries and improved recovery. Offsetting these additions were 1.2 MMBoe related to the sale of non-core assets, 7.2 MMBoe of production, and 3.2 MMBoe of revisions related to changes in pricing and performance.

    The SEC twelve-month first day of the month average prices used for year-end 2024 were $71.96 per barrel of crude oil and $2.130 per MMBtu of natural gas, both before adjustment for quality, transportation, fees, energy content, and regional price differentials, while for year-end 2023 they were $74.70 per barrel of crude oil and $2.637 per MMBtu of natural gas — a decrease of four percent and two percent, respectively.

    Year-end 2024 SEC proved reserves were comprised of approximately 60% crude oil, 19% natural gas, and 21% natural gas liquids. At year end, approximately 69% of 2024 proved reserves were classified as proved developed and 31% as proved undeveloped. This is compared to year-end 2023 when approximately 68% of proved reserves were classified as proved developed and 32% were classified as proved undeveloped. The Company’s year-end 2024 proved reserves were prepared by Cawley, Gillespie & Associates, Inc., and independent petroleum engineering firm.

    The PV-10 value at year-end 2024 was $1,462.8 million versus $1,647.0 million at the end of 2023.

        Oil (Bbl)   Gas (Mcf)   Natural
    Gas
    Liquids
    (Bbl)
      Net
    (Boe)
      PV-10(1)
                             
    Balance, December 31, 2023   82,141,277     146,396,322     23,218,564     129,759,229     $ 1,647,031,127  
                             
    Purchase of minerals in place   —     —     —     —          
    Extensions, discoveries and improved recovery   11,495,236     10,630,769     2,738,451     16,005,482          
    Sales of minerals in place   (1,140,568 )   (56,020 )   (16,361 )   (1,166,266 )        
    Production   (4,861,628 )   (6,423,674 )   (1,258,814 )   (7,191,054 )        
    Revisions of previous quantity estimates   (6,730,246 )   (730,235 )   3,621,245     (3,230,707 )        
                             
    Balance, December 31, 2024   80,904,071     149,817,162     28,303,085     134,176,684     $ 1,462,827,136  

    (1) PV-10 is a non-GAAP financial measure and is derived from the Standardized Measure of Discounted Futures Net Cash Flows, which is the most directly comparable generally accepted accounting principles (“GAAP”) measure.

    In accordance with guidelines established by the SEC, estimated proved reserves as of December 31, 2024 were determined to be economically producible under existing economic conditions, which requires the use of the 12-month average commodity price for each product, calculated as the unweighted arithmetic average of the first-day-of-the-month price for the year ended December 31, 2024. The SEC average prices used for year-end 2024 were $71.96 per barrel of crude oil (WTI) and $2.130 per MMBtu of natural gas (Henry Hub), both before adjustment for quality, transportation, fees, energy content, and regional price differentials. Such prices were held constant throughout the estimated lives of the reserves. Future production and development costs are based on year-end costs with no escalations.

    Standardized Measure of Discounted Future Net Cash Flows

    Ring’s standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves and changes in the standardized measure as described below were prepared in accordance with GAAP.

    As of December 31,     2024       2023  
             
    Future cash inflows   $ 6,165,487,616     $ 6,622,410,752  
    Future production costs     (2,432,555,200 )     (2,413,303,488 )
    Future development costs (1)     (536,825,664 )     (562,063,424 )
    Future income taxes     (465,768,645 )     (548,664,988 )
    Future net cash flows     2,730,338,107       3,098,378,852  
    10% annual discount for estimated timing of cash flows     (1,497,401,764 )     (1,699,193,661 )
             
    Standardized Measure of Discounted Future Net Cash Flows   $ 1,232,936,343     $ 1,399,185,191  

    (1) Future development costs include not only development costs but also future asset retirement costs.

    Reconciliation of PV-10 to Standardized Measure

    PV-10 is derived from the Standardized Measure of Discounted Future Net Cash Flows (“Standardized Measure”), which is the most directly comparable GAAP financial measure for proved reserves calculated using SEC pricing. PV-10 is a computation of the Standardized Measure on a pre-tax basis. PV-10 is equal to the Standardized Measure at the applicable date, before deducting future income taxes, discounted at 10 percent. We believe that the presentation of PV-10 is relevant and useful to investors because it presents the discounted future net cash flows attributable to our estimated net proved reserves prior to taking into account future corporate income taxes, and it is a useful measure for evaluating the relative monetary significance of our oil and natural gas properties. Further, investors may utilize the measure as a basis for comparison of the relative size and value of our reserves to other companies without regard to the specific tax characteristics of such entities. Moreover, GAAP does not provide a measure of estimated future net cash flows for reserves other than proved reserves or for reserves calculated using prices other than SEC prices. We use this measure when assessing the potential return on investment related to our oil and natural gas properties. PV-10, however, is not a substitute for the Standardized Measure. Our PV-10 measure and the Standardized Measure do not purport to represent the fair value of our oil and natural gas reserves.

    The following table reconciles the PV-10 value of the Company’s estimated proved reserves as of December 31, 2024 to the Standardized Measure:

    SEC Pricing Proved Reserves
    Standardized Measure Reconciliation    
    Present Value of Estimated Future Net Revenues (PV-10)   $ 1,462,827,136  
    Future Income Taxes, Discounted at 10%     229,890,793  
    Standardized Measure of Discounted Future Net Cash Flows   $ 1,232,936,343  


    Conference Call Information

    Ring will hold a conference call on Thursday, March 6, 2025 at 11:00 a.m. ET (10:00 a.m. CT) to discuss its fourth quarter and full year 2024 operational and financial results. An updated investor presentation will be posted to the Company’s website prior to the conference call.

    To participate in the conference call, interested parties should dial 833-953-2433 at least five minutes before the call is to begin. Please reference the “Ring Energy 2024 Earnings Conference Call”. International callers may participate by dialing 412-317-5762. The call will also be webcast and available on Ring’s website at www.ringenergy.com under “Investors” on the “News & Events” page. An audio replay will also be available on the Company’s website following the call.

    About Ring Energy, Inc.

    Ring Energy, Inc. is an oil and gas exploration, development, and production company with current operations focused on the development of its Permian Basin assets. For additional information, please visit www.ringenergy.com.

    Safe Harbor Statement

    This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this release, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Additionally, forward-looking statements include statements about the expected benefits to the Company and its shareholders from the proposed Lime Rock acquisition and the anticipated completion of the Lime Rock acquisition or the timing thereof. When used in this release, the words “could,” “may,” “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “guidance,” “project,” “goal,” “plan,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. However, whether actual results and developments will conform to expectations is subject to a number of material risks and uncertainties, including but not limited to: declines in oil, natural gas liquids or natural gas prices; the level of success in exploration, development and production activities; adverse weather conditions that may negatively impact development or production activities; the timing of exploration and development expenditures; inaccuracies of reserve estimates or assumptions underlying them; revisions to reserve estimates as a result of changes in commodity prices; impacts to financial statements as a result of impairment write-downs; risks related to level of indebtedness and periodic redeterminations of the borrowing base and interest rates under the Company’s credit facility; Ring’s ability to generate sufficient cash flows from operations to meet the internally funded portion of its capital expenditures budget; the impacts of hedging on results of operations; and Ring’s ability to replace oil and natural gas reserves. Such statements are subject to certain risks and uncertainties which are disclosed in the Company’s reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31, 2024, and its other filings with the SEC. Readers and investors are cautioned that the Company’s actual results may differ materially from those described in the forward-looking statements due to a number of factors, including, but not limited to, the Company’s ability to acquire productive oil and/or gas properties or to successfully drill and complete oil and/or gas wells on such properties, general economic conditions both domestically and abroad, and the conduct of business by the Company, and other factors that may be more fully described in additional documents set forth by the Company. Should one or more of the risks or uncertainties described in this release occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this release are expressly qualified in their entirety by this safe harbor statement. This safe harbor statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Ring undertakes no obligation to revise or update publicly any forward-looking statements except as required by law.

    Contact Information

    Al Petrie Advisors
    Al Petrie, Senior Partner
    Phone: 281-975-2146
    Email: apetrie@ringenergy.com

    RING ENERGY, INC.
    Condensed Statements of Operations
     
      (Unaudited)        
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
                       
    Oil, Natural Gas, and Natural Gas Liquids Revenues $ 83,440,546     $ 89,244,383     $ 99,942,718     $ 366,327,414     $ 361,056,001  
                       
    Costs and Operating Expenses                  
    Lease operating expenses   20,326,216       20,315,282       18,732,082       78,310,949       70,158,227  
    Gathering, transportation and processing costs   130,230       102,420       464,558       506,333       457,573  
    Ad valorem taxes   2,421,595       2,164,562       1,637,722       8,069,064       6,757,841  
    Oil and natural gas production taxes   3,857,147       4,203,851       4,961,768       16,116,565       18,135,336  
    Depreciation, depletion and amortization   24,548,849       25,662,123       24,556,654       98,702,843       88,610,291  
    Asset retirement obligation accretion   323,085       354,195       351,786       1,380,298       1,425,686  
    Operating lease expense   175,090       175,091       175,090       700,362       541,801  
    General and administrative expense   8,035,977       6,421,567       8,164,799       29,640,300       29,188,755  
                       
    Total Costs and Operating Expenses   59,818,189       59,399,091       59,044,459       233,426,714       215,275,510  
                       
    Income from Operations   23,622,357       29,845,292       40,898,259       132,900,700       145,780,491  
                       
    Other Income (Expense)                  
    Interest income   124,765       143,704       96,984       491,946       257,155  
    Interest (expense)   (10,112,496 )     (10,754,243 )     (11,603,892 )     (43,311,810 )     (43,926,732 )
    Gain (loss) on derivative contracts   (6,254,448 )     24,731,625       29,250,352       (2,365,917 )     2,767,162  
    Gain (loss) on disposal of assets   —       —       44,981       89,693       (87,128 )
    Other income   80,970       —       72,725       106,656       198,935  
    Net Other Income (Expense)   (16,161,209 )     14,121,086       17,861,150       (44,989,432 )     (40,790,608 )
                       
    Income Before Provision for Income Taxes   7,461,148       43,966,378       58,759,409       87,911,268       104,989,883  
                       
    Provision for Income Taxes   (1,803,629 )     (10,087,954 )     (7,862,930 )     (20,440,954 )     (125,242 )
                       
    Net Income $ 5,657,519     $ 33,878,424     $ 50,896,479     $ 67,470,314     $ 104,864,641  
                       
    Basic Earnings per Share $ 0.03     $ 0.17     $ 0.26     $ 0.34     $ 0.55  
    Diluted Earnings per Share $ 0.03     $ 0.17     $ 0.26     $ 0.34     $ 0.54  
                       
    Basic Weighted-Average Shares Outstanding   198,166,543       198,177,046       195,687,725       197,937,683       190,589,143  
    Diluted Weighted-Average Shares Outstanding   200,886,010       200,723,863       197,848,812       200,277,380       195,364,850  
    RING ENERGY, INC.
    Condensed Operating Data
    (Unaudited)
     
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
      2024   2024   2023   2024   2023
                       
    Net sales volumes:                  
    Oil (Bbls) 1,188,272     1,214,788     1,254,619     4,861,628     4,579,942  
    Natural gas (Mcf) 1,683,793     1,705,027     1,613,102     6,423,674     6,339,158  
    Natural gas liquids (Bbls) 339,589     350,975     261,020     1,258,814     976,852  
    Total oil, natural gas and natural gas liquids (Boe)(1) 1,808,493     1,849,934     1,784,490     7,191,054     6,613,321  
                       
    % Oil 66 %   66 %   70 %   68 %   69 %
    % Natural gas 15 %   15 %   15 %   15 %   16 %
    % Natural gas liquids 19 %   19 %   15 %   17 %   15 %
                       
    Average daily sales volumes:                  
    Oil (Bbls/d) 12,916     13,204     13,637     13,283     12,548  
    Natural gas (Mcf/d) 18,302     18,533     17,534     17,551     17,368  
    Natural gas liquids (Bbls/d) 3,691     3,815     2,837     3,439     2,676  
    Average daily equivalent sales (Boe/d) 19,658     20,108     19,397     19,648     18,119  
                       
    Average realized sales prices:                  
    Oil ($/Bbl) 68.98     74.43     77.33     74.87     76.21  
    Natural gas ($/Mcf) (0.96 )   (2.26 )   (0.12 )   (1.44 )   0.05  
    Natural gas liquids ($/Bbls) 9.08     7.66     11.92     9.23     11.95  
    Barrel of oil equivalent ($/Boe) 46.14     48.24     56.01     50.94     54.60  
                       
    Average costs and expenses per Boe ($/Boe):                  
    Lease operating expenses 11.24     10.98     10.50     10.89     10.61  
    Gathering, transportation and processing costs 0.07     0.06     0.26     0.07     0.07  
    Ad valorem taxes 1.34     1.17     0.92     1.12     1.02  
    Oil and natural gas production taxes 2.13     2.27     2.78     2.24     2.74  
    Depreciation, depletion and amortization 13.57     13.87     13.76     13.73     13.40  
    Asset retirement obligation accretion 0.18     0.19     0.20     0.19     0.22  
    Operating lease expense 0.10     0.09     0.10     0.10     0.08  
    G&A (including share-based compensation) 4.44     3.47     4.58     4.12     4.41  
    G&A (excluding share-based compensation) 3.52     3.45     3.20     3.36     3.08  
    G&A (excluding share-based compensation and transaction costs) 3.51     3.45     3.00     3.35     3.01  

    (1) Boe is determined using the ratio of six Mcf of natural gas to one Bbl of oil (totals may not compute due to rounding.) The conversion ratio does not assume price equivalency and the price on an equivalent basis for oil, natural gas, and natural gas liquids may differ significantly.

    RING ENERGY, INC.
    Condensed Balance Sheets
     
    As of December 31,     2024       2023  
    ASSETS        
    Current Assets        
    Cash and cash equivalents   $ 1,866,395     $ 296,384  
    Accounts receivable     36,172,316       38,965,002  
    Joint interest billing receivables, net     1,083,164       2,422,274  
    Derivative assets     5,497,057       6,215,374  
    Inventory     4,047,819       6,136,935  
    Prepaid expenses and other assets     1,781,341       1,874,850  
    Total Current Assets     50,448,092       55,910,819  
    Properties and Equipment        
    Oil and natural gas properties, full cost method     1,809,309,848       1,663,548,249  
    Financing lease asset subject to depreciation     4,634,556       3,896,316  
    Fixed assets subject to depreciation     3,389,907       3,228,793  
    Total Properties and Equipment     1,817,334,311       1,670,673,358  
    Accumulated depreciation, depletion and amortization     (475,212,325 )     (377,252,572 )
    Net Properties and Equipment     1,342,121,986       1,293,420,786  
    Operating lease asset     1,906,264       2,499,592  
    Derivative assets     5,473,375       11,634,714  
    Deferred financing costs     8,149,757       13,030,481  
    Total Assets   $ 1,408,099,474     $ 1,376,496,392  
             
    LIABILITIES AND STOCKHOLDERS’ EQUITY        
    Current Liabilities        
    Accounts payable   $ 95,729,261     $ 104,064,124  
    Income tax liability     328,985       —  
    Financing lease liability     906,119       956,254  
    Operating lease liability     648,204       568,176  
    Derivative liabilities     6,410,547       7,520,336  
    Notes payable     496,397       533,734  
    Asset retirement obligations     517,674       165,642  
    Total Current Liabilities     105,037,187       113,808,266  
             
    Non-current Liabilities        
    Deferred income taxes     28,591,802       8,552,045  
    Revolving line of credit     385,000,000       425,000,000  
    Financing lease liability, less current portion     647,078       906,330  
    Operating lease liability, less current portion     1,405,837       2,054,041  
    Derivative liabilities     2,912,745       11,510,368  
    Asset retirement obligations     25,864,843       28,082,442  
    Total Liabilities     549,459,492       589,913,492  
    Commitments and contingencies        
    Stockholders’ Equity        
    Preferred stock – $0.001 par value; 50,000,000 shares authorized; no shares issued or outstanding     —       —  
    Common stock – $0.001 par value; 450,000,000 shares authorized; 198,561,378 shares and 196,837,001 shares issued and outstanding, respectively     198,561       196,837  
    Additional paid-in capital     800,419,719       795,834,675  
    Retained earnings (Accumulated deficit)     58,021,702       (9,448,612 )
    Total Stockholders’ Equity     858,639,982       786,582,900  
    Total Liabilities and Stockholders’ Equity   $ 1,408,099,474     $ 1,376,496,392  
    RING ENERGY, INC.
    Condensed Statements of Cash Flows
     
        (Unaudited)        
        Three Months Ended   Twelve Months Ended
        December 31,   September 30,   December 31,   December 31,   December 31,
          2024       2024       2023       2024       2023  
    Cash Flows From Operating Activities                    
    Net income   $ 5,657,519     $ 33,878,424     $ 50,896,479     $ 67,470,314     $ 104,864,641  
    Adjustments to reconcile net income to net cash provided by operating activities:                    
    Depreciation, depletion and amortization     24,548,849       25,662,123       24,556,654       98,702,843       88,610,291  
    Asset retirement obligation accretion     323,085       354,195       351,786       1,380,298       1,425,686  
    Amortization of deferred financing costs     1,299,078       1,226,881       1,221,479       4,969,174       4,920,714  
    Share-based compensation     1,672,320       32,087       2,458,682       5,506,017       8,833,425  
    Credit loss expense     (26,747 )     8,817       92,142       160,847       134,007  
    (Gain) loss on disposal of assets     —       —       —       (89,693 )     —  
    Deferred income tax expense (benefit)     1,723,338       10,005,502       7,735,437       19,935,413       (425,275 )
    Excess tax expense (benefit) related to share-based compensation     9,011       7,553       319,541       104,344       478,304  
    (Gain) loss on derivative contracts     6,254,448       (24,731,625 )     (29,250,352 )     2,365,917       (2,767,162 )
    Cash received (paid) for derivative settlements, net     745,104       (1,882,765 )     (3,255,192 )     (5,193,673 )     (9,084,920 )
    Changes in operating assets and liabilities:                    
    Accounts receivable     349,474       5,529,542       6,825,601       3,594,504       1,154,085  
    Inventory     580,161       1,148,418       (588,100 )     2,089,116       3,113,782  
    Prepaid expenses and other assets     295,555       545,529       158,163       93,509       226,688  
    Accounts payable     4,462,089       (225,196 )     (4,952,335 )     (5,076,738 )     (1,451,422 )
    Asset retirement obligation     (613,603 )     (222,553 )     (836,778 )     (1,588,480 )     (1,862,385 )
    Net Cash Provided by Operating Activities     47,279,681       51,336,932       55,733,207       194,423,712       198,170,459  
                         
    Cash Flows From Investing Activities                    
    Payments for the Stronghold Acquisition     —       —       —       —       (18,511,170 )
    Payments for the Founders Acquisition     —       —       (12,324,388 )     —       (62,227,145 )
    Payments to purchase oil and natural gas properties     (1,423,483 )     (164,481 )     (557,323 )     (2,210,826 )     (2,162,585 )
    Payments to develop oil and natural gas properties     (36,386,055 )     (42,099,874 )     (39,563,282 )     (153,945,456 )     (152,559,314 )
    Payments to acquire or improve fixed assets subject to depreciation     —       (33,938 )     (282,519 )     (185,524 )     (492,317 )
    Proceeds from sale of fixed assets subject to depreciation     —       —       (1 )     10,605       332,229  
    Proceeds from divestiture of oil and natural gas properties     121,232       —       1,500,000       121,232       1,554,558  
    Proceeds from sale of Delaware properties     —       —       (7,993 )     —       7,600,699  
    Proceeds from sale of New Mexico properties     —       —       (420,745 )     (144,398 )     3,891,757  
    Proceeds from sale of CBP vertical wells     —       5,500,000       —       5,500,000       —  
    Net Cash Used in Investing Activities     (37,688,306 )     (36,798,293 )     (51,656,251 )     (150,854,367 )     (222,573,288 )
                         
    Cash Flows From Financing Activities                    
    Proceeds from revolving line of credit     22,000,000       27,000,000       46,000,000       130,000,000       225,000,000  
    Payments on revolving line of credit     (29,000,000 )     (42,000,000 )     (49,000,000 )     (170,000,000 )     (215,000,000 )
    Proceeds from issuance of common stock from warrant exercises     —       —       —       —       12,301,596  
    Payments for taxes withheld on vested restricted shares, net     —       (17,273 )     (225,788 )     (919,249 )     (520,153 )
    Proceeds from notes payable     58,774       —       72,442       1,560,281       1,637,513  
    Payments on notes payable     (475,196 )     (442,976 )     (488,776 )     (1,597,618 )     (1,603,659 )
    Payment of deferred financing costs     (42,746 )     —       (52,222 )     (88,450 )     (52,222 )
    Reduction of financing lease liabilities     (265,812 )     (257,202 )     (224,809 )     (954,298 )     (776,388 )
    Net Cash Provided by (Used in) Financing Activities     (7,724,980 )     (15,717,451 )     (3,919,153 )     (41,999,334 )     20,986,687  
                         
    Net Increase (Decrease) in Cash     1,866,395       (1,178,812 )     157,803       1,570,011       (3,416,142 )
    Cash at Beginning of Period     —       1,178,812       138,581       296,384       3,712,526  
    Cash at End of Period   $ 1,866,395     $ —     $ 296,384     $ 1,866,395     $ 296,384  

    RING ENERGY, INC.
    Financial Commodity Derivative Positions
    As of December 31, 2024

    The following tables reflect the details of current derivative contracts as of December 31, 2024 (quantities are in barrels (Bbl) for the oil derivative contracts and in million British thermal units (MMBtu) for the natural gas derivative contracts):

      Oil Hedges (WTI)
      Q1 2025   Q2 2025   Q3 2025   Q4 2025   Q1 2026   Q2 2026   Q3 2026   Q4 2026
                                   
    Swaps:                              
    Hedged volume (Bbl)   193,397       151,763       351,917       141,755       477,350       457,101       59,400       423,000  
    Weighted average swap price $ 68.68     $ 68.53     $ 71.41     $ 69.13     $ 70.16     $ 69.38     $ 66.70     $ 66.70  
                                   
    Two-way collars:                              
    Hedged volume (Bbl)   474,750       464,100       225,400       404,800       —       —       379,685       —  
    Weighted average put price $ 57.06     $ 60.00     $ 65.00     $ 60.00     $ —     $ —     $ 60.00     $ —  
    Weighted average call price $ 75.82     $ 69.85     $ 78.91     $ 75.68     $ —     $ —     $ 72.50     $ —  
      Gas Hedges (Henry Hub)
      Q1 2025   Q2 2025   Q3 2025   Q4 2025   Q1 2026   Q2 2026   Q3 2026   Q4 2026
                                   
    NYMEX Swaps:                              
    Hedged volume (MMBtu)   451,884       647,200       330,250       11,400       26,600       555,300       17,400       513,300  
    Weighted average swap price $ 3.77     $ 3.46     $ 3.72     $ 3.74     $ 3.74     $ 3.39     $ 3.74     $ 3.74  
                                   
    Two-way collars:                              
    Hedged volume (MMBtu)   22,016       27,300       308,200       598,000       553,500       —       515,728       —  
    Weighted average put price $ 3.00     $ 3.00     $ 3.00     $ 3.00     $ 3.50     $ —     $ 3.00     $ —  
    Weighted average call price $ 4.40     $ 4.15     $ 4.75     $ 4.15     $ 5.03     $ —     $ 3.93     $ —  
      Oil Hedges (basis differential)
      Q1 2025   Q2 2025   Q3 2025   Q4 2025   Q1 2026   Q2 2026   Q3 2026   Q4 2026
                                   
    Argus basis swaps:                              
    Hedged volume (Bbl)   177,000       273,000       276,000       276,000       —       —       —       —  
    Weighted average spread price (1) $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ —     $ —     $ —     $ —  

    (1) The oil basis swap hedges are calculated as the fixed price (weighted average spread price above) less the difference between WTI Midland and WTI Cushing, in the issue of Argus Americas Crude.

    RING ENERGY, INC.
    Non-GAAP Financial Information

    Certain financial information included in this release are not measures of financial performance recognized by accounting principles generally accepted in the United States (“GAAP”). These non-GAAP financial measures are “Adjusted Net Income”, “Adjusted EBITDA”, “Adjusted Free Cash Flow” or “AFCF,” “Adjusted Cash Flow from Operations” or “ACFFO,” “G&A Excluding Share-Based Compensation,” “G&A Excluding Share-Based Compensation and Transaction Costs,” “Leverage Ratio,” “Current Ratio,” “Cash Return on Capital Employed” or “CROCE,” “All-In Cash Operating Costs,” and “Cash Operating Margin.” Management uses these non-GAAP financial measures in its analysis of performance. In addition, Adjusted EBITDA is a key metric used to determine a portion of the Company’s incentive compensation awards. These disclosures may not be viewed as a substitute for results determined in accordance with GAAP and are not necessarily comparable to non-GAAP performance measures which may be reported by other companies.

    Reconciliation of Net Income to Adjusted Net Income

    “Adjusted Net Income” is calculated as net income minus the estimated after-tax impact of share-based compensation, ceiling test impairment, unrealized gains and losses on changes in the fair value of derivatives, and transaction costs for executed acquisitions and divestitures (A&D). Adjusted Net Income is presented because the timing and amount of these items cannot be reasonably estimated and affect the comparability of operating results from period to period, and current period to prior periods. The Company believes that the presentation of Adjusted Net Income provides useful information to investors as it is one of the metrics management uses to assess the Company’s ongoing operating and financial performance, and also is a useful metric for investors to compare our results with our peers.

      (Unaudited for All Periods)
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
      Total   Per
    share –
    diluted
      Total   Per
    share –
    diluted
      Total   Per
    share –
    diluted
      Total   Per
    share –
    diluted
      Total   Per
    share –
    diluted
    Net Income $ 5,657,519     $ 0.03     $ 33,878,424     $ 0.17     $ 50,896,479     $ 0.26     $ 67,470,314     $ 0.34     $ 104,864,641     $ 0.54  
                                           
    Share-based compensation   1,672,320       0.01       32,087       —       2,458,682       0.01       5,506,017       0.03       8,833,425       0.05  
    Unrealized loss (gain) on change in fair value of derivatives   6,999,552       0.03       (26,614,390 )     (0.13 )     (32,505,544 )     (0.16 )     (2,827,756 )     (0.02 )     (11,852,082 )     (0.07 )
    Transaction costs – executed A&D   21,017       —       —       —       354,616       —       24,556       —       417,166       —  
    Tax impact on adjusted items   (2,008,740 )     (0.01 )     6,132,537       0.03       (35,631 )     —       (628,405 )     —       (1,788,248 )     (0.01 )
                                           
    Adjusted Net Income $ 12,341,668     $ 0.06     $ 13,428,658     $ 0.07     $ 21,168,602     $ 0.11     $ 69,544,726     $ 0.35     $ 100,474,902     $ 0.51  
                                           
    Diluted Weighted-Average Shares Outstanding   200,886,010           200,723,863           197,848,812           200,277,380           195,364,850      
                                           
    Adjusted Net Income per Diluted Share $ 0.06         $ 0.07         $ 0.11         $ 0.35         $ 0.51      


    Reconciliation of Net Income to Adjusted EBITDA

    The Company defines “Adjusted EBITDA” as net income plus net interest expense (including interest income and expense), unrealized loss (gain) on change in fair value of derivatives, ceiling test impairment, income tax (benefit) expense, depreciation, depletion and amortization, asset retirement obligation accretion, transaction costs for executed acquisitions and divestitures (A&D), share-based compensation, loss (gain) on disposal of assets, and backing out the effect of other income. Company management believes Adjusted EBITDA is relevant and useful because it helps investors understand Ring’s operating performance and makes it easier to compare its results with those of other companies that have different financing, capital and tax structures. Adjusted EBITDA should not be considered in isolation from or as a substitute for net income, as an indication of operating performance or cash flows from operating activities or as a measure of liquidity. Adjusted EBITDA, as Ring calculates it, may not be comparable to Adjusted EBITDA measures reported by other companies. In addition, Adjusted EBITDA does not represent funds available for discretionary use.

      (Unaudited for All Periods)
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
                       
    Net Income $ 5,657,519     $ 33,878,424     $ 50,896,479     $ 67,470,314     $ 104,864,641  
                       
    Interest expense, net   9,987,731       10,610,539       11,506,908       42,819,864       43,669,577  
    Unrealized loss (gain) on change in fair value of derivatives   6,999,552       (26,614,390 )     (32,505,544 )     (2,827,756 )     (11,852,082 )
    Income tax (benefit) expense   1,803,629       10,087,954       7,862,930       20,440,954       125,242  
    Depreciation, depletion and amortization   24,548,849       25,662,123       24,556,654       98,702,843       88,610,291  
    Asset retirement obligation accretion   323,085       354,195       351,786       1,380,298       1,425,686  
    Transaction costs – executed A&D   21,017       —       354,616       24,556       417,166  
    Share-based compensation   1,672,320       32,087       2,458,682       5,506,017       8,833,425  
    Loss (gain) on disposal of assets   —       —       (44,981 )     (89,693 )     87,128  
    Other income   (80,970 )     —       (72,725 )     (106,656 )     (198,935 )
                       
    Adjusted EBITDA $ 50,932,732     $ 54,010,932     $ 65,364,805     $ 233,320,741     $ 235,982,139  
                       
    Adjusted EBITDA Margin   61 %     61 %     65 %     64 %     65 %


    Reconciliations of Net Cash Provided by Operating Activities to Adjusted Free Cash Flow and Adjusted EBITDA to Adjusted Free Cash Flow

    The Company defines “Adjusted Free Cash Flow” or “AFCF” as Net Cash Provided by Operating Activities less changes in operating assets and liabilities (as reflected on our Statements of Cash Flows), plus transaction costs for executed acquisitions and divestitures (A&D), current income tax expense (benefit), proceeds from divestitures of equipment for oil and natural gas properties, loss (gain) on disposal of assets, and less capital expenditures, credit loss expense, and other income. For this purpose, our definition of capital expenditures includes costs incurred related to oil and natural gas properties (such as drilling and infrastructure costs and lease maintenance costs) but excludes acquisition costs of oil and gas properties from third parties that are not included in our capital expenditures guidance provided to investors. Our management believes that Adjusted Free Cash Flow is an important financial performance measure for use in evaluating the performance and efficiency of our current operating activities after the impact of capital expenditures and net interest expense (including interest income and expense, excluding amortization of deferred financing costs) and without being impacted by items such as changes associated with working capital, which can vary substantially from one period to another. Other companies may use different definitions of Adjusted Free Cash Flow.

      (Unaudited for All Periods)
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
                       
    Net Cash Provided by Operating Activities $ 47,279,681     $ 51,336,932     $ 55,733,207     $ 194,423,712     $ 198,170,459  
    Adjustments – Statements of Cash Flows                  
    Changes in operating assets and liabilities   (5,073,676 )     (6,775,740 )     (606,551 )     888,089       (1,180,748 )
    Transaction costs – executed A&D   21,017       —       354,616       24,556       417,166  
    Income tax expense (benefit) – current   71,280       74,899       (192,048 )     401,197       72,213  
    Capital expenditures   (37,633,168 )     (42,691,163 )     (38,817,080 )     (151,946,171 )     (151,969,735 )
    Proceeds from divestiture of equipment for oil and natural gas properties   121,232       —       —       121,232       54,558  
    Credit loss expense   26,747       (8,817 )     (92,142 )     (160,847 )     (134,007 )
    Loss (gain) on disposal of assets   —       —       (44,981 )     —       87,128  
    Other income   (80,970 )     —       (72,725 )     (106,656 )     (198,935 )
                       
    Adjusted Free Cash Flow $ 4,732,143     $ 1,936,111     $ 16,262,296     $ 43,645,112     $ 45,318,099  
      (Unaudited for All Periods)
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
                       
    Adjusted EBITDA $ 50,932,732     $ 54,010,932     $ 65,364,805     $ 233,320,741     $ 235,982,139  
                       
    Net interest expense (excluding amortization of deferred financing costs)   (8,688,653 )     (9,383,658 )     (10,285,429 )     (37,850,690 )     (38,748,863 )
    Capital expenditures   (37,633,168 )     (42,691,163 )     (38,817,080 )     (151,946,171 )     (151,969,735 )
    Proceeds from divestiture of equipment for oil and natural gas properties   121,232       —       —       121,232       54,558  
                       
    Adjusted Free Cash Flow $ 4,732,143     $ 1,936,111     $ 16,262,296     $ 43,645,112     $ 45,318,099  


    Reconciliation of Net Cash Provided by Operating Activities to Adjusted Cash Flow from Operations

    The Company defines “Adjusted Cash Flow from Operations” or “ACFFO” as Net Cash Provided by Operating Activities, as reflected in our Statements of Cash Flows, less the changes in operating assets and liabilities, which includes accounts receivable, inventory, prepaid expenses and other assets, accounts payable, and settlement of asset retirement obligations, which are subject to variation due to the nature of the Company’s operations. Accordingly, the Company believes this non-GAAP measure is useful to investors because it is used often in its industry and allows investors to compare this metric to other companies in its peer group as well as the E&P sector.

      (Unaudited for All Periods)
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
                       
    Net Cash Provided by Operating Activities $ 47,279,681     $ 51,336,932     $ 55,733,207     $ 194,423,712     $ 198,170,459  
                       
    Changes in operating assets and liabilities   (5,073,676 )     (6,775,740 )     (606,551 )     888,089       (1,180,748 )
                       
    Adjusted Cash Flow from Operations $ 42,206,005     $ 44,561,192     $ 55,126,656     $ 195,311,801     $ 196,989,711  


    Reconciliation of General and Administrative Expense (G&A) to G&A Excluding Share-Based Compensation and Transaction Costs

    The following table presents a reconciliation of General and Administrative Expense (G&A), a GAAP measure, to G&A excluding share-based compensation, and G&A excluding share-based compensation and transaction costs for executed acquisitions and divestitures (A&D).

      (Unaudited for All Periods)
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
                       
    General and administrative expense (G&A) $ 8,035,977     $ 6,421,567     $ 8,164,799     $ 29,640,300     $ 29,188,755  
    Shared-based compensation   1,672,320       32,087       2,458,682       5,506,017       8,833,425  
    G&A excluding share-based compensation   6,363,657       6,389,480       5,706,117       24,134,283       20,355,330  
    Transaction costs – executed A&D   21,017       —       354,616       24,556       417,166  
    G&A excluding share-based compensation and transaction costs $ 6,342,640     $ 6,389,480     $ 5,351,501     $ 24,109,727     $ 19,938,164  


    Calculation of Leverage Ratio

    “Leverage” or the “Leverage Ratio” is calculated under our existing senior revolving credit facility and means as of any date, the ratio of (i) our consolidated total debt as of such date to (ii) our Consolidated EBITDAX for the four consecutive fiscal quarters ending on or immediately prior to such date for which financial statements are required to have been delivered under our existing senior revolving credit facility.

    The Company defines “Consolidated EBITDAX” in accordance with our existing senior revolving credit facility that means for any period an amount equal to the sum of (i) consolidated net income (loss) for such period plus (ii) to the extent deducted in determining consolidated net income for such period, and without duplication, (A) consolidated interest expense, (B) income tax expense determined on a consolidated basis in accordance with GAAP, (C) depreciation, depletion and amortization determined on a consolidated basis in accordance with GAAP, (D) exploration expenses determined on a consolidated basis in accordance with GAAP, and (E) all other non-cash charges acceptable to our senior revolving credit facility administrative agent determined on a consolidated basis in accordance with GAAP, in each case for such period minus (iii) all noncash income added to consolidated net income (loss) for such period; provided that, for purposes of calculating compliance with the financial covenants, to the extent that during such period we shall have consummated an acquisition permitted by the credit facility or any sale, transfer or other disposition of any property or assets permitted by the senior revolving credit facility, Consolidated EBITDAX will be calculated on a pro forma basis with respect to the property or assets so acquired or disposed of.

    Also set forth in our existing senior revolving credit facility is the maximum permitted Leverage Ratio of 3.00. The following table shows the leverage ratio calculation for the Company’s most recent fiscal quarter.

      (Unaudited)
      Three Months Ended    
      March 31,   June 30,   September 30,   December 31,   Last Four
    Quarters
        2024       2024       2024       2024    
    Consolidated EBITDAX Calculation:                  
    Net Income (Loss) $ 5,515,377     $ 22,418,994     $ 33,878,424     $ 5,657,519     $ 67,470,314  
    Plus: Consolidated interest expense   11,420,400       10,801,194       10,610,539       9,987,731       42,819,864  
    Plus: Income tax provision (benefit)   1,728,886       6,820,485       10,087,954       1,803,629       20,440,954  
    Plus: Depreciation, depletion and amortization   23,792,450       24,699,421       25,662,123       24,548,849       98,702,843  
    Plus: non-cash charges acceptable to Administrative Agent   19,627,646       1,664,064       (26,228,108 )     8,994,957       4,058,559  
    Consolidated EBITDAX $ 62,084,759     $ 66,404,158     $ 54,010,932     $ 50,992,685     $ 233,492,534  
    Plus: Pro Forma Acquired Consolidated EBITDAX $ —     $ —     $ —     $ —     $ —  
    Less: Pro Forma Divested Consolidated EBITDAX   (124,084 )     (469,376 )     (600,460 )     77,819       (1,116,101 )
    Pro Forma Consolidated EBITDAX $ 61,960,675     $ 65,934,782     $ 53,410,472     $ 51,070,504     $ 232,376,433  
                       
    Non-cash charges acceptable to Administrative Agent:                  
    Asset retirement obligation accretion $ 350,834     $ 352,184     $ 354,195     $ 323,085      
    Unrealized loss (gain) on derivative assets   17,552,980       (765,898 )     (26,614,390 )     6,999,552      
    Share-based compensation   1,723,832       2,077,778       32,087       1,672,320      
    Total non-cash charges acceptable to Administrative Agent $ 19,627,646     $ 1,664,064     $ (26,228,108 )   $ 8,994,957      
                       
      As of                
      December 31,                
        2024                  
    Leverage Ratio Covenant:                  
    Revolving line of credit $ 385,000,000                  
    Pro Forma Consolidated EBITDAX   232,376,433                  
    Leverage Ratio   1.66                  
    Maximum Allowed   ≤ 3.00 x                


    Calculation of Current Ratio

    The “Current Ratio” is calculated under our existing senior revolving credit facility and means as of any date, the ratio of (i) our Current Assets as of such date to (ii) our Current Liabilities as of such date. Based on its credit agreement, the Company defines Current Assets as all current assets, excluding non-cash assets under Accounting Standards Codification (“ASC”) 815, plus the unused line of credit. The Company’s non-cash current assets include the derivative asset marked to market value. Based on its credit agreement, the Company defines Current Liabilities as all liabilities, in accordance with GAAP, which are classified as current liabilities, including all indebtedness payable on demand or within one year, all accruals for federal or other taxes payable within such year, but excluding current portion of long-term debt required to be paid within one year, the aggregate outstanding principal balance and non-cash obligations under ASC 815.

    Also set forth in our existing senior revolving credit facility is the minimum permitted Current Ratio of 1.00. The following table shows the current ratio calculation for the Company’s most recent fiscal quarter.

        As of  
        December 31,  
        2024  
    Current Assets   50,448,092  
    Less: Current derivative assets   5,497,057  
    Current Assets per Covenant   44,951,035  
    Revolver Availability (Facility less debt less LCs)   214,965,000  
    Current Assets per Covenant   259,916,035  
           
    Current Liabilities   105,037,187  
    Less: Current financing lease liability   906,119  
    Less: Current operating lease liability   648,204  
    Less: Current derivative liabilities   6,410,547  
    Current Liabilities per Covenant   97,072,317  
           
    Current Ratio   2.68  
    Minimum Allowed   > or = 1.00 x


    Calculation of Cash Return on Capital Employed

    The Company defines “Return on Capital Employed” or “CROCE” as Adjusted Cash Flow from Operations divided by average debt and shareholder equity for the period. Management believes that CROCE is useful to investors as a performance measure when comparing our profitability and the efficiency with which management has employed capital over time relative to other companies. CROCE is not considered to be an alternative to net income reported in accordance with GAAP.

    CROCE (Cash Return on Capital Employed): As of and for the
      twelve months ended
      December 31,   December 31,   December 31,
        2024       2023       2022  
               
    Total long term debt (i.e. revolving line of credit) $ 385,000,000     $ 425,000,000     $ 415,000,000  
    Total stockholders’ equity $ 858,639,982     $ 786,582,900     $ 661,103,391  
               
    Average debt $ 405,000,000     $ 420,000,000     $ 352,500,000  
    Average stockholders’ equity   822,611,441       723,843,146       480,863,799  
    Average debt and stockholders’ equity   1,227,611,441       1,143,843,146       833,363,799  
               
    Net Cash Provided by Operating Activities $ 194,423,712     $ 198,170,459     $ 196,976,729  
    Less change in WC (Working Capital)   (888,089 )     1,180,748       24,091,577  
    Adjusted Cash Flows From Operations (ACFFO) $ 195,311,801     $ 196,989,711     $ 172,885,152  
               
    CROCE (ACFFO)/(Average D+E)   15.9 %     17.2 %     20.7 %


    All-In Cash Operating Costs

    The Company defines All-In Cash Operating Costs, a non-GAAP financial measure, as “all in cash” costs which includes lease operating expenses, G&A costs excluding share-based compensation, net interest expense (including interest income and expense, excluding amortization of deferred financing costs), workovers and other operating expenses, production taxes, ad valorem taxes, and gathering/transportation costs. Management believes that this metric provides useful additional information to investors to assess the Company’s operating costs in comparison to its peers, which may vary from company to company.

      (Unaudited for All Periods)
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
    All-In Cash Operating Costs:                  
    Lease operating expenses (including workovers)   20,326,216       20,315,282       18,732,082       78,310,949       70,158,227  
    G&A excluding share-based compensation   6,363,657       6,389,480       5,706,117       24,134,283       20,355,330  
    Net interest expense (excluding amortization of deferred financing costs)   8,688,653       9,383,658       10,285,429       37,850,690       38,748,863  
    Operating lease expense   175,090       175,091       175,090       700,362       541,801  
    Oil and natural gas production taxes   3,857,147       4,203,851       4,961,768       16,116,565       18,135,336  
    Ad valorem taxes   2,421,595       2,164,562       1,637,722       8,069,064       6,757,841  
    Gathering, transportation and processing costs   130,230       102,420       464,558       506,333       457,573  
    All-in cash operating costs   41,962,588       42,734,344       41,962,766       165,688,246       155,154,971  
                       
    Boe   1,808,493       1,849,934       1,784,490       7,191,054       6,613,321  
                       
    All-in cash operating costs per Boe $ 23.20     $ 23.10     $ 23.52     $ 23.04     $ 23.46  


    Cash Operating Margin

    The Company defines Cash Operating Margin, a non-GAAP financial measure, as realized revenues per Boe less “all-in cash” operating costs per Boe. Management believes that this metric provides useful additional information to investors to assess the Company’s operating margins in comparison to its peers, which may vary from company to company.

      (Unaudited for All Periods)
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
    Cash Operating Margin                  
    Realized revenues per Boe $ 46.14     $ 48.24     $ 56.01     $ 50.94     $ 54.60  
    All-in cash operating costs per Boe $ 23.20     $ 23.10     $ 23.52     $ 23.04     $ 23.46  
    Cash Operating Margin per Boe $ 22.94     $ 25.14     $ 32.49     $ 27.90     $ 31.14  

    1 Non-GAAP financial measure. Please see “Non-GAAP Information” at the end of this release for details and reconciliations of GAAP to Non-GAAP.
    2 2025 outlook includes the assets to be acquired in the Lime Rock Acquisition, with an anticipated closing date before the end of Q1 2025.

    The MIL Network –

    March 6, 2025
  • MIL-OSI: Arq Reports Fourth Quarter and Full Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    Delivered 10% YoY growth in FY 2024 revenue driven by PAC business turnaround and 7thstraight quarter of double-digit YoY ASP growth

    Grew FY 2024 gross margins by approximately 410 bps YoY to 36.2% and achieved 3rdconsecutive quarter of positive Adjusted EBITDA, highlighting sustained foundational PAC business improvement

    Exited 2024 with a stronger financial position, successfully completing a $30 million ABL facility which lowers financing costs, increases capacity, and enhances liquidity

    Development of transformational GAC facility continues; first production anticipated prior to quarter end in line with ramp up to 25 million pounds nameplate capacity in H2 2025

    GREENWOOD VILLAGE, Colo., March 05, 2025 (GLOBE NEWSWIRE) — Arq, Inc. (NASDAQ: ARQ) (the “Company” or “Arq”), a producer of activated carbon and other environmentally efficient carbon products for use in purification and sustainable materials, today announced its financial and operating results for the quarter and year ended December 31, 2024.

    Financial Highlights

    • Generated revenue of $109.0 million in FY 2024 ($27.0 million in Q4 2024), up 10% over the prior year, driven largely by higher Average Sales Price (“ASP”), and positive changes in product mix
    • Increased ASP in Q4 2024 by approximately 14% over the prior year period, reflecting the 7th consecutive quarter of double-digit YoY percentage growth in ASP
    • All powder activated carbon (“PAC”) contracts are now net cash producers following the successful resolution of all negative margin agreements as of December 31, 2024
    • Improved FY 2024 gross margin to 36.2% in FY 2024, up approximately 410 basis points vs. FY 2023, driven by higher revenue, continued focus on profitability over volume, and ongoing operational cost management
    • Gross margin in Q4 2024 of 36.3% vs. 49.8% in Q4 2023 – prior quarter included a $4.7 million take-or-pay benefit and other non-recurring items vs. $1.6 million in Q4 2024. Q4 2024 was otherwise largely in-line with last year’s performance despite two brief but unplanned outages at the Red River plant
    • Reported Net loss of ($5.1) million in FY 2024, reflecting a significant improvement over the prior year period Net loss of ($12.2) million; Q4 2024 Net loss of ($1.3) million vs. Net income of $3.3 million in Q4 2023
    • Adjusted EBITDA of $7.7 million in FY 2024 vs. Adjusted EBITDA loss of ($2.6) million in the prior year(1); Adjusted EBITDA of $3.3 million in Q4 2024 vs. $7.2 million in the prior year period(1)
    • Announced successful closing of a $30 million asset backed lending (“ABL”) facility, enhancing financial flexibility and reducing our cost of capital
    • Exited 2024 with cash and restricted cash of $22.2 million, including $8.7 million restricted cash
    • Capital expenditures for FY 2024 totaled $85.2 million, including $80.0 million growth capital expenditures associated with Red River Phase I development

    (1) Adjusted EBITDA is a non-GAAP financial measure. Please refer to the paragraph titled “Non-GAAP Measures” for the definitions of non-GAAP financial measures and reconciliations to GAAP measures included in this press release.

    Recent Business Highlights

    • Construction at Red River facility complete with commissioning ongoing and first production of granular activated carbon (“GAC”) at Red River expected by end of Q1 2025; on target to achieve first deliveries in Q1 2025
    • Ramp up of Red River GAC production anticipated to run into H2 2025; expect to achieve full run rate capacity of 25 million pounds in H2 2025
    • Approximately 16 million pounds of our 25 million pound per year nameplate capacity contracted
    • In negotiations to contract remaining capacity at Red River. Multiple in-situ pilot tests are underway with customers, a required step before finalizing contracts, and in-line with the expected ramp-up schedule
    • Potential to increase Red River’s 25 million pound per year nameplate capacity by 10-20% still targeted; timing of upside production run-rate expected to be defined once nameplate capacity is achieved

    Management Commentary

    “These results reinforce the durability of our transformation within the foundational PAC business,” said Bob Rasmus, CEO of Arq. “Our 2024 results show a business which has been successfully turned around into a cash flow contributor. The annualized performance of the business has materially improved and is more profitable. With our third consecutive quarter of positive Adjusted EBITDA, the direction of travel is extremely positive. I also believe this is a business which can still be enhanced further.”

    Mr. Rasmus continued, “The capex overrun we experienced in Q4 was extremely frustrating, and while we actively look for ways to mitigate this increase, we remain confident that its impact on our long-term profitability and returns profile should be negligible.”

    “The imminent start of GAC production is of course a major milestone for us and will represent a huge achievement for the whole team,” added Mr. Rasmus. “While we want to remain cautious on the duration of our ramp-up to nameplate capacity, there should be no doubt we will be trying to get there as quickly as possible. By H2 2025 we believe we will have a solid, sustainably profitable PAC business being complimented by a high growth GAC business, representing our springboard to future growth.”

    Full Year 2024 Results

    Revenues totaled $109.0 million for full year 2024, compared to $99.2 million in the prior year. The revenue increase was primarily driven by improved ASP and product diversification into higher value end-markets.

    Cost of revenues totaled $69.5 million for full year 2024, compared to $67.3 million in the prior year. While total costs increased year over year, costs as a percentage of total revenue were down. This decrease in costs as a percentage of revenue was related to a decrease in the cost to manufacture our products, which primarily resulted from decreased variable production costs on lower production volumes during 2024.

    Gross margin was 36.2% for full year 2024, compared to 32.1% in the prior year. The increase was driven by higher revenue as detailed above, as well as cost reductions.

    Other operating expenses were $41.4 million for full year 2024, compared to $45.2 million in the prior year. The reduction was mainly driven by expenses incurred during 2023 relating to the acquisition of Arq Limited (“Legacy Arq”) (the “Arq Acquisition”) that did not occur in 2024.

    Operating loss totaled ($2.0) million for full year 2024, compared to an operating loss of ($13.3) million in the prior year. The reduction in loss was mainly driven by the factors referenced above.

    Interest expense was $3.3 million for full year 2024, compared to $3.0 million in the prior year. The increase was primarily driven by interest expenses related to the $10 million term loan with CF Global (the “CFG Loan”) of $2.3 million and $2.0 million in 2024 and 2023, respectively. The CFG Loan had a higher principal balance from the accrual of interest payable (PIK) upon the termination date of the CFG Loan, which was paid in December 2024.

    Income tax benefit was $0.2 million for full year 2024, compared to an income tax expense of $0.2 million in the prior year.

    Net loss was ($5.1) million, or ($0.14) per diluted share for full year 2024, compared to Net loss of ($12.2) million, or ($0.42) per diluted share in the prior year. The reduction in net loss was driven by higher revenues and a reduction in costs.

    Adjusted EBITDA was $7.7 million for full year 2024, compared to an Adjusted EBITDA loss of ($2.6) million in the prior year. The increase was mainly driven by our continued focus on increasing revenues while driving costs down. Additionally, an addback of Adjusted EBITDA during 2024 related to Loss on extinguishment of debt of $1.4 million, related to our repayment of the CFG Loan in December 2024 led to the increase. See the note below regarding the use of the non-GAAP financial measure Adjusted EBITDA and a reconciliation to the most comparable GAAP financial measure.

    Fourth Quarter 2024 Results

    Revenue totaled $27.0 million for Q4 2024, reflecting a decrease of 4% compared to $28.1 million in the prior year period. The reduction was driven predominantly by the one-off benefits delivered in Q4 2023 as a result of take-or-pay enforcement totaling $4.7 million vs. $1.6 million in the fourth quarter of 2024. Excluding these one-off items, revenue was up YoY. ASP for the fourth quarter of 2024 were up approximately 14% compared to prior year period, marking the 7th consecutive quarter of double-digit year-over-year percentage growth in ASP.

    Costs of revenue totaled $17.2 million for the fourth quarter of 2024, an increase of approximately 22% compared to $14.1 million in the prior year period.

    Gross margin reduced to 36.3% for the fourth quarter of 2024, compared to 49.8% in the prior year period. The reduction in gross margin was driven by higher non-recurring revenues in Q4 2023 driven primarily by $3.1 million of additional take or pay enforcement in Q4 2023. Excluding this, Q4 2024 was largely in-line despite two brief but unplanned outages at our Red River plant.

    Selling, general and administrative expenses totaled $6.0 million in Q4 2024, compared to $6.5 million in the prior year period. The reduction of approximately $0.5 million or 8% was primarily driven by a reduction in payroll and benefits as well as legal and consulting fees as the Company incurred incremental fees related to the Arq Acquisition in 2023.

    Research and development costs totaled $0.7 million in Q4 2024, compared to $1.2 million in the prior year period. This reduction was primarily due to the Company performing product qualification testing in the prior year period with potential lead-adopters as part of its ongoing GAC contracting process in 2023.

    Operating income was $0.4 million for the fourth quarter of 2024, compared to an operating income of $3.1 million in the prior year period. The reduction was mainly driven by the factors referenced above.

    Net loss was ($1.3) million in the fourth quarter of 2024, or ($0.03) per diluted share, compared to a net income of $3.3 million, or $0.10 per diluted share, in the prior year period.

    Adjusted EBITDA was $3.3 million for the fourth quarter of 2024, compared to Adjusted EBITDA of $7.2 million in the prior year period. The reduction was primarily driven by the significant one-off items discussed above. See note below regarding the use of the non-GAAP financial measure Adjusted EBITDA and a reconciliation to the most comparable GAAP financial measure.

    Capex and Balance Sheet

    Capital expenditures totaled $85.2 million for full year 2024, compared to $27.5 million in the prior year. The increase vs. the prior year was driven by the ongoing expansion of our Red River and Corbin facilities. The increase in total 2024 capex from previous guidance of $60 – $70 million was primarily driven by several factors, including $4 – $5 million related to contractor errors associated with small-bore piping needs, roughly $3 – $4 million related to maintaining a timely completion, and approximately $2 million related to the need for additional external professional services.

    The Company raised approximately $26.7 million of net equity proceeds in its September 2024 underwritten public offering of common stock, which, combined with approximately $15 million raised in a private placement of common stock in May 2024, resulted in year-to-date net equity proceeds raised through Q4 2024 of approximately $41.6 million.

    In December 2024, the Company closed a $30 million ABL credit facility (the “ABL Facility”) with MidCap Financial, a leading commercial finance company focused on middle market transactions. Total available borrowing capacity for the ABL Facility is determined by a borrowing base calculation based on a certain percentage of eligible accounts receivable and inventory.

    Initial drawdown from the ABL Facility ($13.8 million as of December 31, 2024) was utilized to refinance Arq’s outstanding CFG Loan. Going forward, the Company expects that proceeds from the ABL Facility will be used to finance ongoing working capital requirements and potential capital expenditures related to the Company’s strategic growth investment at its Red River plant, as well as to support general corporate purposes.

    Cash as of December 31, 2024, including $8.7 million of restricted cash, totaled $22.2 million, compared to $54.2 million as of December 31, 2023. The reduction was largely driven by increased expenditures relating to the Red River GAC expansion.

    Total debt, inclusive of financing leases, as of December 31, 2024, totaled $24.8 million compared to $20.9 million as of December 31, 2023. The increase was driven by closing the ABL Facility.

    Conference Call and Webcast Information

    Arq will host its Q4 2024 earnings conference call on March 6, 2025, at 8:30 a.m. ET. The live webcast can be accessed through the Investor Resources section of Arq’s website at www.arq.com. Interested parties may participate in the conference call by registering at https://www.webcast-eqs.com/arq20250306. Alternatively, the live conference call may be accessed by dialing (877) 407-0890 or (201) 389-0918 and referencing Arq. An investor presentation will also be available in the Investor Resources section before the call begins.

    A replay of the event will be made available shortly after the event and accessible via the same webcast link referenced above. Alternatively, the replay may be accessed by dialing (877) 660-6853 or (201) 612-7415 and entering Access ID 13751420. The dial-in replay will expire after March 13, 2025.

    About Arq

    Arq (NASDAQ: ARQ) is a diversified, environmental technology company with products that enable a cleaner and safer planet while actively reducing our environmental impact. As the only vertically integrated producer of activated carbon products in North America, we deliver a reliable domestic supply of innovative, hard-to-source, high-demand products. We apply our extensive expertise to develop groundbreaking solutions to remove harmful chemicals and pollutants from water, land and air. Learn more at: www.arq.com.

    Caution on Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, which provides a “safe harbor” for such statements in certain circumstances. When used in this press release, the words “can,” “will,” “may,” “intends,” “expects,” “continuing,” “believes,” similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. All statements that address activities, events or developments that the Company intends, expects or believes may occur in the future are forward-looking statements. These forward-looking statements include, but are not limited to, statements or expectations regarding: the anticipating timing of the completion of commissioning of the GAC Facility, ramp-up to full nameplate capacity at our Red River facility, and commercial production of our GAC products; the anticipated effects from fluctuations in the pricing of our AC products; expected supply and demand for our AC products and services, including our GAC products; the seasonal impact on our customers and their demand for our products; the ability to continue to successfully integrate Legacy Arq’s business and recognize the benefits and synergies from the Arq Acquisition; the ability to continue to develop and utilize Legacy Arq’s products and technology and the anticipated timing for bringing such products to market; our ability to access new markets for our GAC and other products; any future plant capacity expansions or site development projects and our ability to finance any such projects; the effectiveness of our technologies and the benefits they provide; the timing of awards of, and work and related testing under, our contracts and agreements and their value; probability of any loss occurring with respect to certain guarantees made by Tinuum Group; the timing and amounts of or changes in future revenue, funding for our business and projects, margins, expenses, earnings, tax rates, cash flows, royalty payment obligations, working capital, liquidity and other financial and accounting measures; the performance of obligations secured by our surety bonds; the amount and timing of future capital expenditures needed to fund our business plan; the impact of capital expenditure overruns on our business; awards of patents designed to protect our proprietary technologies both in the U.S. and other countries; the adoption and scope of regulations to control certain chemicals in drinking water and other environmental concerns and the impact of such regulations on our customers’ and our businesses, including any increase or decrease in sales of our AC products resulting from such regulations; the impact of adverse global macroeconomic conditions, including rising interest rates, recession fears and inflationary pressures, and geopolitical events or conflicts; opportunities to effectively provide solutions to our current and future customers to comply with regulations, improve efficiency, lower costs and maintain reliability; and the impact of prices of competing power generation sources such as natural gas and renewable energy on demand for our products. These forward-looking statements included in this press release involve risks and uncertainties. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors including, but not limited to, the timing and scope of new and pending regulations and any legal challenges to or extensions of compliance dates of them; the U.S. government’s failure to promulgate new regulations or enforce existing regulations that benefit our business; changes in laws and regulations, accounting rules, prices, economic conditions and market demand; availability, cost of and demand for alternative energy sources and other technologies and their impact on coal-fired power generation in the U.S.; technical, start up and operational difficulties; competition within the industries in which the Company operates; risks associated with our debt financing; our inability to effectively and efficiently commercialize new products, including our GAC products; our inability to effectively manage commissioning and startup of the GAC facility at our Red River plant; disruptions at any of our facilities, including by natural disasters or extreme weather; risks related to our information technology systems, including the risk of cyberattacks on our networks; failure to protect our intellectual property from infringement or claims that we have infringed on the intellectual property of others; our inability to obtain future financing or financing on terms that are favorable to us; our inability to ramp up our operations to effectively address recent and expected growth in our business; loss of key personnel; ongoing effects of the inflation and macroeconomic uncertainty, including from the new U.S. presidential administration, increased domestic and international tariffs, lingering effects of the pandemic and armed conflicts around the world, and such uncertainty’s effect on market demand and input costs; availability of materials and equipment for our business; intellectual property infringement claims from third parties; pending litigation; factors relating to our business strategy, goals and expectations concerning the Arq Acquisition; our ability to maintain relationships with customers, suppliers and others with whom the Company does business and meet supply requirements; our results of operations and business generally; risks related to diverting management’s attention from our ongoing business operations; costs related to the ongoing manufacturing of our products, including our GAC products; opportunities for additional sales of our AC products and end-market diversification; the timing and scope of new and pending regulations, executive orders and any legal challenges to or extensions of compliance dates of them; the rate of coal-fired power generation in the U.S.; the timing and cost of any future capital expenditures and the resultant impact to our liquidity and cash flows; and the other risk factors described in our filings with the SEC, including our most recent Annual Report on Form 10-K. You are cautioned not to place undue reliance on the forward-looking statements and to consult filings we have made and will make with the SEC for additional discussion concerning risks and uncertainties that may apply to our business and the ownership of our securities. In addition to causing our actual results to differ, the factors listed above may cause our intentions to change from those statements of intention set forth in this press release. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise. The forward-looking statements speak only as to the date of this press release, and we disclaim any duty to update such statements unless required by law.

    Source: Arq, Inc.

    Investor Contact:
    Anthony Nathan, Arq
    Marc Silverberg, ICR
    investors@arq.com

     
    Arq, Inc. and Subsidiaries
    Consolidated Balance Sheets
     
        As of December 31,
    (in thousands, except share data)     2024       2023  
    ASSETS        
    Current assets:        
    Cash   $ 13,516     $ 45,361  
    Receivables, net     14,876       16,192  
    Inventories, net     19,314       19,693  
    Prepaid expenses and other current assets     4,650       5,215  
    Total current assets     52,356       86,461  
    Restricted cash, long-term     8,719       8,792  
    Property, plant and equipment, net of accumulated depreciation of $26,619 and $19,293, respectively     178,564       94,649  
    Other long-term assets, net     44,729       45,600  
    Total Assets   $ 284,368     $ 235,502  
    LIABILITIES AND STOCKHOLDERS’ EQUITY        
    Current liabilities:        
    Accounts payable and accrued expenses   $ 21,017     $ 14,603  
    Revolving credit facility     13,828       —  
    Current portion of long-term debt obligations     1,624       2,653  
    Other current liabilities     8,184       5,792  
    Total current liabilities     44,653       23,048  
    Long-term debt obligations, net of current portion     9,370       18,274  
    Other long-term liabilities     13,069       15,780  
    Total Liabilities     67,092       57,102  
    Commitments and contingencies        
    Stockholders’ equity:        
    Preferred stock: par value of $0.001 per share, 50,000,000 shares authorized, none issued or outstanding     —       —  
    Common stock: par value of $0.001 per share, 100,000,000 shares authorized, 46,639,930 and 37,791,084 shares issued and 42,021,784 and 33,172,938 shares outstanding at December 31, 2024 and 2023, respectively     47       38  
    Treasury stock, at cost: 4,618,146 and 4,618,146 shares as of December 31, 2024 and 2023, respectively     (47,692 )     (47,692 )
    Additional paid-in capital     198,487       154,511  
    Retained earnings     66,434       71,543  
    Total Stockholders’ Equity     217,276       178,400  
    Total Liabilities and Stockholders’ Equity   $ 284,368     $ 235,502  
     
    Arq, Inc. and Subsidiaries
    Consolidated Statements of Operations
     
        Three Months Ended December 31,   Years Ended December 31,
    (in thousands, except per share data)     2024       2023       2024       2023  
        (unaudited)        
    Revenue   $ 27,040     $ 28,104     $ 108,959     $ 99,183  
                     
    Cost of revenue, exclusive of depreciation and amortization     17,236       14,105       69,515       67,323  
                     
    Operating expenses:                
    Selling, general and administrative     5,960       6,495       28,695       34,069  
    Research and development     709       1,169       4,050       3,314  
    Depreciation, amortization, depletion and accretion     2,504       3,267       8,594       10,543  
    Loss (gain) on sale of assets     218       (36 )     64       (2,731 )
    Total operating expenses     9,391       10,895       41,403       45,195  
    Operating income (loss)     413       3,104       (1,959 )     (13,335 )
    Other (expense) income:                
    Earnings from equity method investments     —       111       127       1,623  
    Interest expense     (831 )     (859 )     (3,257 )     (3,014 )
    Loss on extinguishment of debt     (1,422 )     —       (1,422 )     —  
    Other     307       1,120       1,238       2,630  
    Total other (expense) income     (1,946 )     372       (3,314 )     1,239  
    (Loss) income before income taxes     (1,533 )     3,476       (5,273 )     (12,096 )
    Income tax (benefit) expense     (194 )     186       (164 )     153  
    Net (loss) income   $ (1,339 )   $ 3,290     $ (5,109 )   $ (12,249 )
    (Loss) income per common share:                
    Basic   $ (0.03 )   $ 0.10     $ (0.14 )   $ (0.42 )
    Diluted   $ (0.03 )   $ 0.10     $ (0.14 )   $ (0.42 )
    Weighted-average number of common shares outstanding:                
    Basic     41,275       32,367       36,051       29,104  
    Diluted     41,275       32,952       36,051       29,104  
     
    Arq, Inc. and Subsidiaries
    Consolidated Statements of Cash Flows
     
        Years Ended December 31,
    (in thousands)     2024       2023  
    Cash flows from operating activities        
    Net loss   $ (5,109 )   $ (12,249 )
    Adjustments to reconcile net loss to net cash provided by (used in) operating activities:        
    Depreciation, amortization, depletion and accretion     8,594       10,543  
    Stock-based compensation expense     2,715       2,648  
    Operating lease expense     2,004       2,757  
    Loss from extinguishment of debt     1,422       —  
    Amortization of debt discount and debt issuance costs     601       546  
    Loss (gain) on sale of assets     64       (2,731 )
    Earnings from equity method investments     (127 )     (1,623 )
    Other non-cash items, net     37       (75 )
    Changes in operating assets and liabilities:        
    Receivables and related party receivables     1,316       (2,264 )
    Prepaid expenses and other assets     1,166       4,777  
    Inventories, net     1,636       (2,571 )
    Other long-term assets, net     (2,166 )     (4,762 )
    Accounts payable and accrued expenses     216       (12,061 )
    Other current liabilities     1,144       (184 )
    Operating lease liabilities     (1,272 )     (168 )
    Other long-term liabilities     (1,764 )     764  
    Net cash provided by (used in) operating activities     10,477       (16,653 )
    Cash flows from investing activities        
    Acquisition of property, plant, equipment and intangible assets, net     (85,170 )     (27,516 )
    Acquisition of mine development costs     (181 )     (2,690 )
    Proceeds from sale of property and equipment     150       —  
    Distributions from equity method investees in excess of cumulative earnings     127       1,623  
    Cash and restricted cash acquired in business acquisition     —       2,225  
    Payment for disposal of Marshall Mine, LLC     —       (2,177 )
    Net cash used in investing activities   $ (85,074 )   $ (28,535 )
    Cash flows from financing activities        
    Net proceeds from common stock issued in public offering   $ 26,654     $ —  
    Net proceeds from common stock issued in private placement transactions     14,951       15,220  
    Borrowings on revolving credit facility     13,828       —  
    Net proceeds from common stock issued to related party     800       1,000  
    Principal payments on notes payable     (10,544 )     (473 )
    Repurchase of common stock to satisfy tax withholdings     (1,135 )     (230 )
    Principal payments on finance lease obligations     (1,022 )     (1,130 )
    Payment of debt issuance costs     (633 )     —  
    Payment of debt extinguishment costs     (220 )     —  
    Net proceeds from CFG Loan, related party, net of discount and issuance costs     —       8,522  
    Net cash provided by financing activities     42,679       22,909  
    Decrease in Cash and Restricted Cash     (31,918 )     (22,279 )
    Cash and Restricted Cash, beginning of year     54,153       76,432  
    Cash and Restricted Cash, end of year   $ 22,235     $ 54,153  
             
    Supplemental disclosure of cash flow information:        
    Cash paid for interest   $ 2,017     $ 1,727  
    Cash received for income taxes   $ (452 )   $ (1,697 )
    Supplemental disclosure of non-cash investing and financing activities:        
    Change in accrued purchases for property and equipment   $ 6,198     $ 914  
    Purchase of property and equipment through note payable   $ 1,004     $ —  
    Equity issued as consideration for acquisition of business   $ —     $ 31,206  
    Paid-in-kind dividend on Series A Preferred Stock   $ —     $ 157  


    Note on Non-GAAP Financial Measures

    To supplement our financial information presented in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), we provide certain supplemental financial measures, including EBITDA and Adjusted EBITDA, which are measurements that are not calculated in accordance with U.S. GAAP. EBITDA is defined as earnings before interest, taxes, depreciation and amortization, and Adjusted EBITDA is defined as EBITDA reduced by the non-cash impact of equity earnings from equity method investments and other non-cash gains, increased by cash distributions from equity method investments, other non-cash losses and non-recurring costs and fees. EBITDA and Adjusted EBITDA should be considered in addition to, and not as a substitute for, net income (loss) in accordance with U.S. GAAP as a measure of performance. See below for a reconciliation from net income (loss), the nearest U.S. GAAP financial measure, to EBITDA and Adjusted EBITDA.

    We believe that the EBITDA and Adjusted EBITDA measures are less susceptible to variances that affect our operating performance. We include these non-GAAP measures because management uses them in the evaluation of our operating performance, and believe they help to facilitate comparison of operating results between periods. We believe the non-GAAP measures provide useful information to both management and users of the financial statements by excluding certain expenses, gains, and losses which can vary widely across different industries or among companies within the same industry and may not be indicative of core operating results and business outlook.

    EBITDA and Adjusted EBITDA:

    The following table reconciles net income (loss), our most directly comparable as-reported financial measure calculated in accordance with U.S. GAAP, to EBITDA and Adjusted EBITDA (Adjusted EBITDA loss).

     
    Arq, Inc. and Subsidiaries
    Reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA (Adjusted EBITDA loss)
    (Unaudited)
     
        Three Months Ended   Years Ended
        September 30,   December 31,   December 31,
    (in thousands)     2024       2024       2023       2024       2023  
    Net income (loss)   $ 1,617     $ (1,339 )   $ 3,290     $ (5,109 )   $ (12,249 )
    Depreciation, amortization, depletion and accretion     2,716       2,504       3,267       8,594       10,543  
    Amortization of Upfront Customer Consideration     127       127       127       508       508  
    Interest expense, net     600       516       346       2,154       1,168  
    Income tax (benefit) expense     —       (194 )     186       (164 )     153  
    EBITDA     5,060       1,614       7,216       5,983       123  
    Cash distributions from equity method investees     127       —       111       127       1,623  
    Equity earnings     (127 )     —       (111 )     (127 )     (1,623 )
    Loss on extinguishment of debt     —       1,422       —       1,422       —  
    (Gain) loss on sale of assets     (154 )     218       —       64       (2,695 )
    Gain on change in estimate, asset retirement obligation     —       —       (37 )     —       (37 )
    Financing costs     228       47       —       275       —  
    Adjusted EBITDA (Adjusted EBITDA loss)   $ 5,134     $ 3,301     $ 7,179     $ 7,744     $ (2,609 )

    The MIL Network –

    March 6, 2025
  • MIL-OSI United Kingdom: £2.6m investment package for adult social care as Westminster City Council approves new budget plans | Westminster City Council

    Source: City of Westminster

    Budget approved for improvements to key areas such as adult social care and housing as the council launches its new Fairer Westminster delivery plan for the next three years.

    Westminster City Council has today announced a major new investment of £2.6m to go into cushioning the cost of adult social care – meaning hundreds of adult social care users will now not pay for care, while hard working care assistants will earn more.

    Approved at Full Council (Wednesday March 5), additional funding for adult social care includes £1.4m to increase the pay of the personal care assistants (over 400 staff)  who provide care for Westminster residents through direct payments.

    This will improve the quality of care for care receivers and help more people who use adult social care to employ the carer they want as they will now be able to pay a competitive salary.

    Direct payment recipients will now be able to offer an additional £1.50- £2.00 an hour salary for their personal assistant, so those who opt to receive direct payments to pay for their care needs will see their monthly funds increase.

    An additional £1.2m is also being invested to level up the threshold at which people start to pay for their social care costs so that it is the same for everyone regardless of age. This will help over 460 residents aged under 65 to keep more of their income before paying care bills.

    Colin, a Westminster resident who receives direct payments to support with his care needs, said:

    “At 59, I’ve been fortunate to receive direct payments since graduating from university at 21, enabling me to live independently in my own home and manage my care on my terms.

    “While direct payments may not suit every disabled person due to the associated responsibilities, for those willing to take them on, they can be life-enhancing and transformative.

    “I believe the additional £1.4 million that Westminster City Council is allocating to personal carers’ pay will make the carer role competitive in the labour market once again, making it easier to attract people to work with me.

    “Many disabled people have found it challenging to recruit quality social care workers in recent years.  

    “The increased funding could help me, as an employer, attract candidates from companies like Amazon and McDonald’s, which traditionally offer higher wages.

    “It may also help encourage young people to view social care as a viable career option that offers a respectable and ethical wage. Society’s general underappreciation of care work has made finding and retaining good carers difficult.”

    The approval of the budget at Full Council coincides with the launch of the new Fairer Westminster delivery plan, which outlines the council’s ambitions for the future of the city, and what it wants to achieve to make Westminster a great place to live. Led by voices and priorities from the community, the new plan aims to create meaningful change by providing effective, value-for-money services and accessible opportunities for all, so every resident in the city can thrive. 

    Headline announcements in the approved budget to kick-start the Fairer Westminster delivery plan for 2025 include:

    • An extra £1.2m to tackle rough sleeping and help people off the pavements and into safety.
    • Help to relieve pressure on Westminster’s housing waiting list by investing an additional £140m into buying and expanding temporary accommodation.
    • An extra £1m on cost of living support to turn short-term relief into long-term solutions – such as free school meals during school holidays, supermarket food vouchers, a hardship fund and supporting specialist advice centres.
    • Investing £10m into high streets across Paddington and Bayswater to support local economies and make the areas more dynamic.
    • Investing in new Community hubs such as Ernest Harris House opening this Spring and the Pimlico Community hub at site of the Old Pimlico Library opening in 2026.
    • An additional £2m for anti-social and city management measures across the city, including the recruitment of eight new City Inspectors and doubling the number of CCTV cameras on the streets to 200, including 40 new cameras in the West End.

    The Council will also deliver new savings of nearly £30m by 2028 through measures including greater efficiencies in contracts and the switch to an electric cleaning and waste fleet.

    The budget sets out detailed spending plans for managing more than 20,000 local authority properties under what is called the Housing Revenue Account. The business plan includes total capital investment of £916m over the next 5 years and a total of £2.5bn over the full 30 years. The budget also sets out the business plan for funding the council’s fairer Westminster programme under its capital strategy. The Council is proposing a gross capital programme up to 2038/39 of £2.5bn, partially offset by nearly £1.2bn of income, giving a net budget of £1.3bn.

    Despite the scale of new investment, the Council Tax rise equals just 48p a week for a Band D* property, which means Westminster still has one of the lowest Council Tax rates in the country. The Westminster City Council part of the Council Tax rises by 4.99 per cent overall – 2.99 per cent for council services and 2 per cent for the portion set aside for adult social care.

    • Adults under 65 with disabilities will be able to keep at least £272.69 a week after they have paid their care bills – meaning 147 Westminster residents will now pay less for support and 315 will no longer pay anything at all.
    • The eight City Inspectors are an additional resource to the creation of the street-based intervention team announced in January https://www.westminster.gov.uk/news/new-front-line-team-tackle-street-based-anti-social-behaviour-asb-westminster
    • You can see full details of the approved Budget here: Full Council papers
    • The Fairer Westminster delivery plan and the approved investment is split between; housing, temporary accommodation and rough sleeping; schools, children’s social care and youth services; waste, street cleansing, highways and public protection; public health and adult social care; and enabling services. Read the full Fairer Westminster delivery plan here: Delivering a Fairer Westminster

    MIL OSI United Kingdom –

    March 6, 2025
  • MIL-OSI Security: Former executive of injured child benefit program sentenced to nine years in prison for stealing over $6.7M

    Source: Office of United States Attorneys

    RICHMOND, Va. – A Providence Forge man was sentenced today to nine years in prison for embezzling funds from his former employer, the Virginia Birth-Related Neurological Injury Compensation Program (Birth-Injury Program).

    According to court documents, John Hunter Raines, 38, was the Chief Financial Officer and Deputy Director of the Birth-Injury Program. The Birth-Injury Program pays monetary compensation to families of infants who suffer from brain or spinal cord injuries resulting from the birth process that render the infant developmentally and/or cognitively disabled. Raines’ role required that he oversee the finances of the Birth-Injury Program, including approximately $650 million in investments in 2023.

    From at least January 2022 through October 2023, Raines stole over $6.7 million from the Birth-Injury Program, including by using his access to the Birth-Injury Program bank account to initiate at least 59 separate wire transactions, sending funds to bank accounts in Raines’ own name. Raines also used the Birth-Injury Program debit card for personal gain. Raines spent embezzled Birth-Injury Program money on various personal expenses. For example:

    • Raines purchased numerous vehicles, including eight luxury golf carts for over $160,000 and a 2023 Chevrolet Suburban;

    • Raines spent over $100,000 on gambling, including at Rivers Casino in Portsmouth, Virginia, Colonial Downs Racetrack in New Kent, Virginia, and the Virginia Lottery;

    • Raines paid at least $29,000 to an intimate partner and tens of thousands of dollars to a bank account in the name of Raines’ wife;

    • Raines spent over $9,000 on private limousine services, including to chauffer Raines and his guests in a Mercedes limousine from Raines’ house to Virginia vineyards;

    • Raines made numerous purchases of cryptocurrency, including Bitcoin and Dogecoin, and transferred funds to his brokerage accounts;

    • Raines paid tens of thousands of dollars towards his student loan debt, his mortgage, and other loans;

    • Raines paid over $125,000 for private jet travel for Raines’ friends and family. As an example, Raines paid over $34,000 to travel with his wife and his friends to Nashville, Tennessee, for three days in a private jet; and

    • Raines spent over $19,000 to purchase eight separate 2022 1-oz American Gold Eagle Bullion coins and a 100-oz silver bar.

    As a financial control on the Birth-Injury Program, Virginia Code § 38.2-5015(B) required an independent certified public accountant selected by the Birth-Injury Program’s board of directors to complete an audit of the program’s accounts each fiscal year. Raines deliberately impeded the statutorily mandated audit process by failing to timely provide the Birth-Injury Program’s files to auditors when requested. Due at least in part to Raines’ obstructive conduct, the Birth-Injury Program’s statutorily mandated audits continue to be delayed by over three years.

    Raines pled guilty to mail fraud and money laundering offenses on Oct. 8, 2024.

    Erik S. Siebert, U.S. Attorney for the Eastern District of Virginia; Damon E. Wood, Inspector in Charge of the Washington Division of the U.S. Postal Inspection Service; Kareem A. Carter, Internal Revenue Service (IRS) Criminal Investigation Special Agent in Charge of the Washington D.C. Field Office; and Michael C. Westfall, State Inspector General for the Commonwealth of Virginia, made the announcement after Senior U.S. District Judge John A. Gibney Jr. accepted the plea.

    Assistant U.S. Attorney Avi Panth and former Assistant U.S. Attorney Kashan K. Pathan prosecuted the case.

    A copy of this press release is located on the website of the U.S. Attorney’s Office for the Eastern District of Virginia. Related court documents and information are located on the website of the District Court for the Eastern District of Virginia or on PACER by searching for Case No. 3:24-cr-138.

    MIL Security OSI –

    March 6, 2025
  • MIL-OSI: Descartes Announces Fiscal 2025 Fourth Quarter and Annual Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Record Income from Operations

    WATERLOO, Ontario and ATLANTA, March 05, 2025 (GLOBE NEWSWIRE) — The Descartes Systems Group Inc. (TSX:DSG) (Nasdaq:DSGX) announced its financial results for its fiscal 2025 fourth quarter (Q4FY25) and year (FY25) ended January 31, 2025. All financial results referenced are in United States (US) currency and, unless otherwise indicated, are determined in accordance with US Generally Accepted Accounting Principles (GAAP).

    “Fiscal 2025 was another year of growth for Descartes, highlighted by the addition of numerous complementary services to the Global Logistics Network,” said Edward J. Ryan, Descartes’ CEO. “We believe these investments can help shippers, carriers, and logistics services providers manage the increased uncertainty and complexity that’s recently been introduced to the global trade environment. Our customers benefit from our diversity in international and domestic supply chains, our expertise with tariffs, sanctions and other global trade issues, and our expansive roster of connected trading partners as they navigate a quickly evolving trade landscape.”

    FY25 Financial Results
    As described in more detail below, key financial highlights for Descartes’ FY25 included:

    • Revenues of $651.0 million, up 14% from $572.9 million in the same period a year ago (FY24);
    • Revenues were comprised of services revenues of $590.2 million (91% of total revenues), professional services and other revenues of $55.1 million (8% of total revenues) and license revenues of $5.7 million (1% of total revenues). Services revenues were up 13% from $520.9 million in FY24;
    • Cash provided by operating activities of $219.3 million, up 6% from $207.7 million in FY24. Cash provided by operating activities was negatively impacted in FY25 by the payment of $25.0 million in contingent acquisition consideration for previously completed deals, which was not accrued for at the time of acquisition;
    • Income from operations of $181.1 million, up 27% from $142.8 million in FY24;
    • Net income of $143.3 million, up 24% from $115.9 million in FY24. Net income as a percentage of revenues was 22%, compared to 20% in FY24;
    • Earnings per share on a diluted basis of $1.64, up 22% from $1.34 in FY24; and
    • Adjusted EBITDA of $284.7 million, up 15% from $247.5 million in FY24. Adjusted EBITDA as a percentage of revenues was 44%, compared to 43% in FY24.

    Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues are non-GAAP financial measures provided as a complement to financial results presented in accordance with GAAP. We define Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, stock-based compensation (for which we include related fees and taxes) and other charges (for which we include restructuring charges, acquisition-related expenses, and contingent consideration incurred due to better-than-expected performance from acquisitions). These items are considered by management to be outside Descartes’ ongoing operational results. We define Adjusted EBITDA as a percentage of revenues as the quotient, expressed as a percentage, from dividing Adjusted EBITDA for a period by revenues for the corresponding period. A reconciliation of Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues to net income determined in accordance with GAAP is provided later in this release.

    The following table summarizes Descartes’ results in the categories specified below over FY25 and FY24 (dollar amounts in millions):

      FY25
      FY24  
    Revenues 651.0   572.9  
    Services revenues 590.2   520.9  
    Gross margin 76 % 76 %
    Cash provided by operating activities* 219.3   207.7  
    Income from operations 181.1   142.8  
    Net income 143.3   115.9  
    Net income as a % of revenues 22 % 20 %
    Earnings per diluted share 1.64   1.34  
    Adjusted EBITDA 284.7   247.5  
    Adjusted EBITDA as a % of revenues 44 % 43 %
             

    (*) FY25 cash provided by operating activities was negatively impacted by the payment of $25.0 million in contingent acquisition consideration for previously completed deals, which was not accrued for at the time of acquisition but was paid due to post-acquisition performance exceeding expectations at the time of acquisition

    Q4FY25 Financial Results
    As described in more detail below, key financial highlights for Q4FY25 included:

    • Revenues of $167.5 million, up 13% from $148.2 million in the fourth quarter of fiscal 2024 (Q4FY24) and down from $168.8 million in the previous quarter (Q3FY25);
    • Revenues were comprised of services revenues of $156.5 million (93% of total revenues), professional services and other revenues of $10.7 million (6% of total revenues) and license revenues of $0.3 million (1% of total revenues). Services revenues were up 15% from $135.7 million in Q4FY24 and up 5% from $149.7 million in Q3FY25;
    • Cash provided by operating activities of $60.7 million, up 19% from $50.8 million in Q4FY24 and up 1% from $60.1 million in Q3FY25;
    • Income from operations of $47.1 million, up 27% from $37.0 million in Q4FY24 and up 3% from $45.8 million in Q3FY25;
    • Net income of $37.4 million, up 18% from $31.8 million in Q4FY24 and up 2% from $36.6 million in Q3FY25. Net income as a percentage of revenues was 22%, compared to 21% in Q4FY24 and 22% in Q3FY25;
    • Earnings per share on a diluted basis of $0.43, up 16% from $0.37 in Q4FY24 and up 2% from $0.42 in Q3FY25; and
    • Adjusted EBITDA of $75.0 million, up 14% from $65.7 million in Q4FY24 and up 4% from $72.1 million in Q3FY25. Adjusted EBITDA as a percentage of revenues was 45%, compared to 44% in Q4FY24 and 43% in Q3FY25, respectively.

    The following table summarizes Descartes’ results in the categories specified below over the past 5 fiscal quarters (unaudited; dollar amounts, other than per share amounts, in millions):

      Q4
    FY25
      Q3
    FY25
      Q2
    FY25
      Q1
    FY25
      Q4
    FY24
     
    Revenues 167.5   168.8   163.4   151.3   148.2  
    Services revenues 156.5   149.7   146.2   137.8   135.7  
    Gross margin 76 % 74 % 75 % 77 % 76 %
    Cash provided by operating activities* 60.7   60.1   34.7   63.7   50.8  
    Income from operations 47.1   45.8   45.9   42.4   37.0  
    Net income 37.4   36.6   34.7   34.7   31.8  
    Net income as a % of revenues 22 % 22 % 21 % 23 % 21 %
    Earnings per diluted share 0.43   0.42   0.40   0.40   0.37  
    Adjusted EBITDA 75.0   72.1   70.6   67.0   65.7  
    Adjusted EBITDA as a % of revenues 45 % 43 % 43 % 44 % 44 %
                         

    (*) Q2FY25 cash provided by operating activities was negatively impacted by the payment of $25.0 million in contingent acquisition consideration for previously completed deals, which was not accrued for at the time of acquisition but was paid due to post-acquisition performance exceeding expectations at the time of acquisition

    Cash Position
    At January 31, 2025, Descartes had $236.1 million in cash. Cash increased by $54.8 million in Q4FY25 and decreased by $84.9 million in FY25. The table set forth below provides a summary of cash flows for Q4FY25 and FY25 in millions of dollars:

      Q4FY25   FY25  
    Cash provided by operating activities 60.7   219.3  
    Additions to property and equipment (2.1 ) (6.8 )
    Acquisitions of subsidiaries, net of cash acquired (3.7 ) (290.2 )
    Payment of debt issuance costs   (0.1 )
    Issuances of common shares, net of issuance costs 2.5   12.4  
    Payment of withholding taxes on net share settlements –   (6.7 )
    Payment of contingent consideration –   (9.2 )
    Effect of foreign exchange rate on cash (2.6 ) (3.6 )
    Net change in cash 54.8   (84.9 )
    Cash, beginning of period 181.3   321.0  
    Cash, end of period 236.1   236.1  
             

    Conference Call
    Descartes’ executive management team will hold a conference call to discuss the company’s financial results at 5:30 PM ET on Wednesday, March 5. Designated numbers are +1 289 514 5100 or +1 800 717 1738 for North America Toll-Free, using Passcode 45440#.

    The company will simultaneously conduct an audio webcast on the Descartes website at https://www.descartes.com/who-we-are/investor-relations/financial-information. Phone conference dial-in or webcast login is required approximately 10 minutes beforehand.

    Replays of the conference call will be available until March 12, 2025, by dialing +1 289 819 1325 or Toll-Free for North America using +1 888 660 6264 with Playback Passcode: 45440#. An archived replay of the webcast will be available at https://www.descartes.com/who-we-are/investor-relations/financial-information.

    About Descartes

    Descartes (Nasdaq:DSGX) (TSX:DSG) is the global leader in providing on-demand, software-as-a-service solutions focused on improving the productivity, security and sustainability of logistics-intensive businesses. Customers use our modular, software-as-a-service solutions to route, track and help improve the safety, performance and compliance of delivery resources; plan, allocate and execute shipments; rate, audit and pay transportation invoices; access global trade data; file customs and security documents for imports and exports; and complete numerous other logistics processes by participating in the world’s largest, collaborative multimodal logistics community. Our headquarters are in Waterloo, Ontario, Canada and we have offices and partners around the world. Learn more at www.descartes.com, and connect with us on LinkedIn and X (Twitter).

    Descartes Investor Contact
    Laurie McCauley
    (519) 746-2969
    investor@descartes.com

    Cautionary Statement Regarding Forward-Looking Statements

    This release may contain forward-looking information within the meaning of applicable securities laws (“forward-looking statements”) that relates to Descartes’ expectations concerning future revenues and earnings, and our projections for any future reductions in expenses or growth in margins and generation of cash; our assessment of the potential impact of geopolitical events, such as the ongoing conflict between Russia and Ukraine (the “Russia-Ukraine Conflict”), and between Israel and Hamas (“Israel-Hamas Conflict”), or other potentially catastrophic events, on our business, results of operations and financial condition; continued growth and acquisitions including our assessment of any increased opportunity for our products and services as a result of trends in the logistics and supply chain industries; rate of profitable growth and Adjusted EBITDA margin operating range; demand for Descartes’ solutions; growth of Descartes’ Global Logistics Network (“GLN”); customer buying patterns; customer expectations of Descartes; development of the GLN and the benefits thereof to customers; and other matters. These forward-looking statements are based on certain assumptions including the following: global shipment volumes continuing at levels generally consistent with those experienced historically; the Russia-Ukraine Conflict and Israel-Hamas Conflict not having a material negative impact on shipment volumes or on the demand for the products and services of Descartes by its customers and the ability of those customers to continue to pay for those products and services; countries continuing to implement and enforce existing and additional customs and security regulations relating to the provision of electronic information for imports and exports; countries continuing to implement and enforce existing and additional trade restrictions and sanctioned party lists with respect to doing business with certain countries, organizations, entities and individuals; Descartes’ continued operation of a secure and reliable business network; the stability of general economic and market conditions, currency exchange rates, and interest rates; equity and debt markets continuing to provide Descartes with access to capital; Descartes’ continued ability to identify and source attractive and executable business combination opportunities; Descartes’ ability to develop solutions that keep pace with the continuing changes in technology, and our continued compliance with third party intellectual property rights. These assumptions may prove to be inaccurate. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Descartes, or developments in Descartes’ business or industry, to differ materially from the anticipated results, performance or achievements or developments expressed or implied by such forward-looking statements. Such factors include, but are not limited to, Descartes’ ability to successfully identify and execute on acquisitions and to integrate acquired businesses and assets, and to predict expenses associated with and revenues from acquisitions; the impact of network failures, information security breaches or other cyber-security threats; disruptions in the movement of freight and a decline in shipment volumes including as a result of contagious illness outbreaks; a deterioration of general economic conditions or instability in the financial markets accompanied by a decrease in spending by our customers; the ability to attract and retain key personnel and the ability to manage the departure of key personnel and the transition of our executive management team; changes in trade or transportation regulations that currently require customers to use services such as those offered by Descartes; changes in customer behaviour and expectations; Descartes’ ability to successfully design and develop enhancements to our products and solutions; departures of key customers; the impact of foreign currency exchange rates; Descartes’ ability to retain or obtain sufficient capital in addition to its debt facility to execute on its business strategy, including its acquisition strategy; disruptions in the movement of freight; the potential for future goodwill or intangible asset impairment as a result of other-than-temporary decreases in Descartes’ market capitalization; and other factors and assumptions discussed in the section entitled, “Certain Factors That May Affect Future Results” in documents filed with the Securities and Exchange Commission, the Ontario Securities Commission and other securities commissions across Canada, including Descartes’ most recently filed Management’s Discussion and Analysis. If any such risks actually occur, they could materially adversely affect our business, financial condition or results of operations. In that case, the trading price of our common shares could decline, perhaps materially. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

    Reconciliation of Non-GAAP Financial Measures – Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues

    We prepare and release quarterly unaudited and annual audited financial statements prepared in accordance with GAAP. We also disclose and discuss certain non-GAAP financial information, used to evaluate our performance, in this and other earnings releases and investor conference calls as a complement to results provided in accordance with GAAP. We believe that current shareholders and potential investors in our company use non-GAAP financial measures, such as Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues, in making investment decisions about our company and measuring our operational results.

    The term “Adjusted EBITDA” refers to a financial measure that we define as earnings before certain charges that management considers to be non-operating expenses and which consist of interest, taxes, depreciation, amortization, stock-based compensation (for which we include related fees and taxes) and other charges (for which we include restructuring charges, acquisition-related expenses, and contingent consideration incurred due to better-than-expected performance from acquisitions). Adjusted EBITDA as a percentage of revenues divides Adjusted EBITDA for a period by the revenues for the corresponding period and expresses the quotient as a percentage.

    Management considers these non-operating expenses to be outside the scope of Descartes’ ongoing operations and the related expenses are not used by management to measure operations. Accordingly, these expenses are excluded from Adjusted EBITDA, which we reference to both measure our operations and as a basis of comparison of our operations from period-to-period. Management believes that investors and financial analysts measure our business on the same basis, and we are providing the Adjusted EBITDA financial metric to assist in this evaluation and to provide a higher level of transparency into how we measure our own business. However, Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues are non-GAAP financial measures and may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues should not be construed as a substitute for net income determined in accordance with GAAP or other non-GAAP measures that may be used by other companies, such as EBITDA. The use of Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues does have limitations. In particular, we have completed seven acquisitions since the beginning of fiscal 2024 and may complete additional acquisitions in the future that will result in acquisition-related expenses and restructuring charges. As these acquisition-related expenses and restructuring charges may continue as we pursue our consolidation strategy, some investors may consider these charges and expenses as a recurring part of operations rather than expenses that are not part of operations.

    The table below reconciles Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues to net income reported in our audited Consolidated Statements of Operations for FY25 and FY24, which we believe is the most directly comparable GAAP measure.

    (US dollars in millions) FY25   FY24  
    Net income, as reported on Consolidated Statements of Operations 143.3   115.9  
    Adjustments to reconcile to Adjusted EBITDA:    
    Interest expense 1.0   1.4  
    Investment income (11.5 ) (9.7 )
    Income tax expense 48.3   35.2  
    Depreciation expense 5.6   5.5  
    Amortization of intangible assets 69.4   60.5  
    Stock-based compensation and related taxes 21.1   17.1  
    Other charges 7.5   21.6  
    Adjusted EBITDA 284.7   247.5  
         
    Revenues 651.0   572.9  
    Net income as % of revenues 22 % 20 %
    Adjusted EBITDA as % of revenues 44 % 43 %
             

    The table below reconciles Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues to net income reported in our unaudited Consolidated Statements of Operations for Q4FY25, Q3FY25, Q2FY25, Q1FY25, and Q4FY24, which we believe is the most directly comparable GAAP measure.

    (US dollars in millions) Q4FY25   Q3FY25   Q2FY25   Q1FY25   Q4FY24  
    Net income, as reported on Consolidated Statements of Operations 37.4   36.6   34.7   34.7   31.8  
    Adjustments to reconcile to Adjusted EBITDA:          
    Interest expense 0.2   0.2   0.2   0.3   0.3  
    Investment income (1.9 ) (2.9 ) (2.7 ) (4.1 ) (3.4 )
    Income tax expense 11.4   11.9   13.6   11.5   8.3  
    Depreciation expense 1.5   1.4   1.4   1.4   1.4  
    Amortization of intangible assets 19.4   17.5   17.4   15.0   15.1  
    Stock-based compensation and related taxes 5.4   5.6   5.8   4.3   4.7  
    Other charges 1.6   1.8   0.2   3.9   7.5  
    Adjusted EBITDA 75.0   72.1   70.6   67.0   65.7  
               
    Revenues 167.5   168.8   163.4   151.3   148.2  
    Net income as % of revenues 22 % 22 % 21 % 23 % 21 %
    Adjusted EBITDA as % of revenues 45 % 43 % 43 % 44 % 44 %
               

    The Descartes Systems Group Inc.
    Consolidated Balance Sheets
    (US dollars in thousands; US GAAP)

      January 31,   January 31,  
      2025   2024  
    ASSETS    
    CURRENT ASSETS    
    Cash 236,138   320,952  
    Accounts receivable (net)    
    Trade 53,953   51,569  
    Other 16,931   12,193  
    Prepaid expenses and other 45,544   33,468  
      352,566   418,182  
    OTHER LONG-TERM ASSETS 24,887   24,737  
    PROPERTY AND EQUIPMENT, NET 12,481   11,552  
    RIGHT-OF-USE ASSETS 7,623   6,257  
    DEFERRED INCOME TAXES 3,802   2,097  
    INTANGIBLE ASSETS, NET 321,270   251,047  
    GOODWILL 924,755   760,413  
      1,647,384   1,474,285  
    LIABILITIES AND SHAREHOLDERS’ EQUITY    
    CURRENT LIABILITIES    
    Accounts payable 20,650   17,484  
    Accrued liabilities 79,656   91,824  
    Lease obligations 3,178   3,075  
    Income taxes payable 9,313   6,734  
    Deferred revenue 104,230   84,513  
      217,027   203,630  
    LEASE OBLIGATIONS 4,718   3,903  
    DEFERRED REVENUE 978   1,464  
    INCOME TAXES PAYABLE 5,531   6,153  
    DEFERRED INCOME TAXES 34,127   21,101  
      262,381   236,251  
         
    SHAREHOLDERS’ EQUITY    
    Common shares – unlimited shares authorized; Shares issued and outstanding totaled 85,605,969 at January 31, 2025 (January 31, 2024 – 85,183,455) 568,339   551,164  
    Additional paid-in capital 503,133   494,701  
    Accumulated other comprehensive loss (50,497 ) (28,586 )
    Retained earnings 364,028   220,755  
      1,385,003   1,238,034  
      1,647,384   1,474,285  
             

    The Descartes Systems Group Inc.
    Consolidated Statements of Operations
    (US dollars in thousands, except per share and weighted average share amounts; US GAAP)

      January 31,   January 31,   January 31,  
    Year Ended 2025   2024   2023  
           
    REVENUES 651,000   572,931   486,014  
    COST OF REVENUES 158,574   138,295   113,326  
    GROSS MARGIN 492,426   434,636   372,688  
    EXPENSES      
    Sales and marketing 73,692   68,161   56,573  
    Research and development 95,497   84,103   70,353  
    General and administrative 65,248   57,373   49,710  
    Other charges 7,466   21,649   5,441  
    Amortization of intangible assets 69,399   60,501   60,177  
      311,302   291,787   242,254  
    INCOME FROM OPERATIONS 181,124   142,849   130,434  
    INTEREST EXPENSE (1,004 ) (1,363 ) (1,167 )
    INVESTMENT INCOME 11,513   9,666   4,461  
    INCOME BEFORE INCOME TAXES 191,633   151,152   133,728  
    INCOME TAX EXPENSE (RECOVERY)      
    Current 53,402   41,223   28,248  
    Deferred (5,042 ) (5,978 ) 3,244  
      48,360   35,245   31,492  
    NET INCOME 143,273   115,907   102,236  
    EARNINGS PER SHARE      
    Basic 1.68   1.36   1.21  
    Diluted 1.64   1.34   1.18  
    WEIGHTED AVERAGE SHARES OUTSTANDING (thousands)      
    Basic 85,443   85,068   84,791  
    Diluted 87,323   86,818   86,451  
                 

    The Descartes Systems Group Inc.
    Consolidated Statements of Cash Flows
    (US dollars in thousands; US GAAP)

    Year Ended January 31,   January 31,   January 31,  
      2025   2024   2023  
    OPERATING ACTIVITIES            
    Net income 143,273   115,907   102,236  
    Adjustments to reconcile net income to cash provided by operating activities:      
    Depreciation 5,589   5,474   5,225  
    Amortization of intangible assets 69,399   60,501   60,177  
    Stock-based compensation expense 19,962   16,480   13,667  
    Other non-cash operating activities 23   114   53  
    Deferred tax expense (recovery) (5,042 ) (5,978 ) 3,244  
    Changes in operating assets and liabilities (13,932 ) 15,182   7,793  
    Cash provided by operating activities 219,272   207,680   192,395  
    INVESTING ACTIVITIES      
    Additions to property and equipment (6,743 ) (5,563 ) (6,071 )
    Acquisition of subsidiaries, net of cash acquired (290,204 ) (142,700 ) (115,561 )
    Cash used in investing activities (296,947 ) (148,263 ) (121,632 )
    FINANCING ACTIVITIES      
    Payment of debt issuance costs (53 ) (43 ) (1,118 )
    Issuance of common shares for cash, net of issuance costs 12,391   9,272   1,730  
    Payment of withholding taxes on net share settlements (6,745 ) (4,886 ) –  
    Payment of contingent consideration (9,223 ) (19,084 ) (5,215 )
    Cash used in financing activities (3,630 ) (14,741 ) (4,603 )
    Effect of foreign exchange rate changes on cash (3,509 ) (109 ) (3,212 )
    Increase (decrease) in cash (84,814 ) 44,567   62,948  
    Cash, beginning of year 320,952   276,385   213,437  
    Cash, end of year 236,138   320,952   276,385  
                 

    The MIL Network –

    March 6, 2025
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