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Triple Flag to Acquire Orogen Royalties and Its 1.0% NSR Royalty on the Expanded Silicon Gold Project

Triple Flag to Acquire Orogen Royalties and Its 1.0% NSR Royalty on the Expanded Silicon Gold Project

All dollar figures in US dollars unless otherwise stated.

TORONTO & VANCOUVER, British Columbia–(BUSINESS WIRE)–
Triple Flag Precious Metals Corp. (TSX: TFPM, NYSE: TFPM) (“Triple Flag”) and Orogen Royalties Inc. (TSX.V: OGN, OTCQX: OGNRF) (“Orogen”) announce that they have entered into a definitive agreement (the “Agreement”) on April 21, 2025, in which Triple Flag will acquire all of the issued and outstanding common shares of Orogen pursuant to a plan of arrangement (the “Transaction”) for total consideration of approximately C$421 million, or C$2.00 per share. The total consideration consists of approximately C$171.5 million in cash, approximately C$171.5 million in Triple Flag shares, and shares of a new company (“Orogen Spinco”) with an implied value of approximately C$78 million. Orogen Spinco will be led by Paddy Nicol, CEO of Orogen, and will hold all of Orogen’s mineral interests except for the 1.0% Expanded Silicon NSR royalty. Upon Orogen Spinco going public, Triple Flag has agreed to separately invest C$10 million to obtain an approximate 11% interest in Orogen Spinco.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20250422066778/en/

Beatty District Royalty Coverage

Beatty District Royalty Coverage

Triple Flag and Orogen will host a joint conference call today at 8:30 a.m. ET to discuss the transaction, the details of which are at the end of this release.

“I am extremely pleased to announce this friendly transaction with Orogen, which will result in Triple Flag’s acquisition of a 1.0% NSR royalty on the Expanded Silicon project. This is a rare opportunity to acquire a gold asset located in a premier jurisdiction and operated by a top-tier operator, AngloGold Ashanti plc. Nevada is a prolific gold mining region and host to many of the world’s most successful producers. Given the rapid pace of resource growth demonstrated at Expanded Silicon, we believe that the long-term growth potential of this asset in an emerging new gold camp is unparalleled. This royalty is a great illustration of the value creation inherent in the royalty model, as we will benefit from future exploration expenditures and success, as well as the future capital expenditures to develop the project, at no further cost to Triple Flag,” said Sheldon Vanderkooy, CEO of Triple Flag. “We are also excited for our new strategic partnership with the Orogen Spinco team, led by Paddy Nicol. Orogen Spinco provides exposure to a portfolio of exploration-stage royalties as well as compelling upside potential from a management team that has an established track record of discovering district-scale assets from grassroots exploration, including Expanded Silicon.”

Paddy Nicol, President and CEO of Orogen said, “Today’s announcement validates the tremendous growth in value that our royalty on the Expanded Silicon project has provided our shareholders, and crystallizing that value is an important part of Orogen’s business strategy. We strongly believe in the long-term growth potential for Expanded Silicon, and Triple Flag is exactly the right home for such a royalty asset.

“Orogen will be spun-out as a new company and will continue its pursuit of organic royalty creation and royalty acquisition with the stability of the cash-flowing Ermitaño royalty, our treasury, our portfolio of exciting exploration-stage royalties, and various discovery opportunities through its exploration partnerships and alliances. We are also pleased to count Triple Flag as a new strategic investor and alliance partner and look forward to creating opportunities in western USA analogous to Expanded Silicon. Importantly, Orogen’s team that organically created the Ermitaño and Expanded Silicon royalties stays intact, as does our intent to develop new royalty opportunities with strong leverage to value creation.”

Terms of the Agreement

Pursuant to the Transaction, Orogen shareholders may elect to receive either C$1.63 in cash or 0.05355 of a Triple Flag share per each Orogen share held, and will also receive 0.25 shares in the newly created Orogen Spinco, representing approximately C$0.37 per each Orogen share. This represents a total consideration of C$2.00 per Orogen common share on a fully diluted basis, calculated using the closing price of Triple Flag shares on April 17, 2025 of C$30.44. The total consideration paid by Triple Flag (excluding the value of Orogen Spinco) is approximately C$343 million.

The shareholder election will be subject to pro-ration such that the cash and share portions of the consideration will represent 50% and 50% of the total consideration (excluding the value of Orogen Spinco), respectively. Orogen shareholders who do not elect to receive either Triple Flag shares or cash will be deemed to elect a default consideration of 0.05355 of a Triple Flag share per Orogen share, in addition to 0.25 shares in Orogen Spinco per Orogen share.

The total value of the transaction is approximately C$421 million, or C$2.00 per common share of Orogen on a fully diluted basis. Following the completion of the transaction, Orogen shareholders will own approximately 3% of Triple Flag. Triple Flag will finance the cash consideration from its existing undrawn $700 million credit facility.

The total consideration, including the implied value of Orogen Spinco, implies a premium of 38% based on the closing share prices of Triple Flag and Orogen on the Toronto Stock Exchange (“TSX”) and TSX Venture Exchange (“TSX.V”), respectively, on April 17, 2025, and a premium of 32% based on the 20-day volume-weighted average share prices of Triple Flag and Orogen on the TSX and TSX.V as of April 17, 2025, respectively.

Strategic Rationale for Triple Flag

The Transaction will provide Triple Flag with exposure to one of the world’s most promising gold development assets and adds meaningful gold equivalent ounces to Triple Flag’s growth outlook beyond 2029. Key highlights include:

  • A life-of-mine royalty on a Tier 1 gold asset in Nevada. The 1.0% NSR royalty on the Expanded Silicon gold project, which includes the cornerstone Merlin and Silicon deposits, is located in the Beatty District of Nevada and covers a 74 km2 area of interest. There are no caps, step-downs, or buydown provisions on the royalty. Nevada hosts some of the most prolific gold operations in the world, including Carlin and Cortez, operated by Nevada Gold Mines LLC, a joint venture between Barrick Gold Corporation and Newmont Corporation.
  • North America’s largest new gold discovery with a track record of rapid growth. As stated by AngloGold Ashanti plc (“AngloGold”), the Expanded Silicon project represents the largest new gold discovery by resource in the United States in over a decade.

    The asset has grown rapidly since AngloGold began drilling the target in 2018. A maiden inferred resource at Silicon of 120 million tonnes grading 0.87 g/t Au containing 3.4 million ounces was declared as of December 31, 2021i. Subsequent resource updates included the nearby Merlin deposit. As of December 31, 2024, inferred resources at Merlin totaled 355 million tonnes grading 1.06 g/t Au containing 12.1 million ouncesii. Resources at Silicon totaled 121 million tonnes grading 0.87 g/t Au containing 3.4 million ounces in the indicated category, and 36 million tonnes grading 0.70 g/t Au containing 0.8 million ounces in the inferred categoryii.

    To date, 430 kilometers have been drilled at Expanded Silicon, including 132 kilometers at Merlin in 2024.

  • A Tier 1 operator focused on delivering a pre-feasibility study in the near term. TheExpanded Silicon project is 100% owned by AngloGold and is currently envisioned as a large oxide deposit with potential processing from heap leaching and milling. The processing of a high-grade core at Merlin is expected to drive stronger production earlier in the mine life.

    AngloGold is a senior gold producer that is well capitalized and has the operating expertise to explore, permit, develop and operate Expanded Silicon. The Beatty District complex of assets represents a core tenet of AngloGold’s future, with the operator recently moving its corporate headquarters from Johannesburg to Denver and establishing a new primary share listing on the NYSE.

    AngloGold’s stated key priorities for 2025 at Expanded Silicon are to advance a pre-feasibility study, continue infill drilling at Merlin to potentially upgrade resources to reserves, and execute strategic land and water acquisitions.

  • Significant exploration potential. Drill rigs remain active on the property, focusing on infill and resource upgrade drilling. Notably, ongoing reporting by AngloGold has highlighted several significant intercepts in widely spaced drill holes located within the western part of the current conceptual pit that forms part of the Merlin mineralization, but such drilling may not yet be included in currently published resource estimates due to insufficient drill density. Additionally, there remains significant potential to extend mineralization in areas with limited to no drilling, including extensions to the north, west and east of Merlin, as well as to the northwest of Silicon. Notably, AngloGold has indicated the potential discovery of a downfaulted offset to Merlin to the southeast of the currently defined mineralized footprint.

    With significant value already derived from the current and potential oxide footprint, longer-term potential exists from underground exploration. Mineralization remains open in multiple directions, with significant potential for deep, high-grade feeder structures within the sulphide zones.

  • Enhances Triple Flag’s exposure to AngloGold’s complex of assets in the Beatty District. Triple Flag also owns a 2.0% NSR royalty on Mother Lode, which represents the third largest endowment of the currently defined total resources in the Beatty District owned by AngloGold, after Expanded Silicon and North Bullfrog. As of December 31, 2024, measured and indicated resources at Mother Lode totaled 60 million tonnes at a grade of 0.80 g/t Au containing 1.6 million ounces, and inferred resources totaled 10 million tonnes at a grade of 0.55 g/t Au containing 0.2 million ouncesii.

    The drill testing of extensions to the south of Merlin would assess the potential for mineralization between Merlin and Mother Lode.

    Separately, Triple Flag has a 0.5% to 5.5% NSR royalty on the Bullfrog project located six kilometers west of Beatty and operated by Augusta Gold Corp. As of December 31, 2021, measured and indicated resources at Bullfrog totaled 71 million tonnes at a grade of 0.53 g/t Au containing 1.2 million ouncesiii. Inferred resources totaled 17 million tonnes at a grade of 0.48 g/t Au containing 0.3 million ouncesiii. Bullfrog is currently envisioned as a heap leach operation and a pre-feasibility study is being advanced.

Benefits to Orogen Shareholders

This Transaction allows Orogen shareholders to crystallize the significant value that has been created through the Expanded Silicon 1.0% NSR royalty. This Transaction also allows Orogen shareholders to retain exposure through Orogen Spinco to the full suite of assets outside Expanded Silicon and the same Orogen team, led by Paddy Nicol, that created this value.

  • Significant premium of approximately 38%, which includes the implied value of Orogen Spinco, and based on the closing share prices of Triple Flag and Orogen as of April 17, 2025, on the TSX and TSX.V, respectively, and a premium of 32% based on the 20-day volume-weighted average share prices of Triple Flag and Orogen on the TSX and TSX.V as of April 17, 2025, respectively

  • Ongoing equity participation in the larger and more liquid Triple Flag shares, with significantly enhanced capital markets exposure

  • Exposure to Triple Flag’s high-quality portfolio of diversified producing, development, and exploration assets, including Expanded Silicon

  • Ongoing return of capital through participation in Triple Flag’s quarterly dividend

  • Enhanced exposure through Orogen Spinco to the upside potential from the remainder of Orogen’s portfolio of operating, development and exploration royalty assets, as well as continued exposure to the top-tier Orogen management team

  • Orogen Spinco fully endorsed by Triple Flag through its separate C$10 million investment, providing Orogen Spinco with significantly enhanced financial capacity

  • New exploration alliance to be formed between Triple Flag and Orogen Spinco in respect of areas in the western United States

Orogen Spinco

Orogen Spinco will be led by Paddy Nicol and the current Orogen management and exploration team. Pursuant to the plan of arrangement, all of the assets and liabilities of Orogen other than the 1.0% NSR royalty on Expanded Silicon will be transferred to Orogen Spinco, the shares of which will be distributed to Orogen shareholders as part of the consideration. The following will be transferred to Orogen Spinco:

  • Ermitaño 2.0% NSR royalty;

    • Ermitaño is a producing gold and silver mine located in Mexico, operated by First Majestic Silver Corp. Royalty revenue generated by Ermitaño was C$7.9 million in 2024

  • C$15 to C$20 million in working capital and no debt on a pro-forma basis after transaction costs and the Triple Flag placement

  • A portfolio of 27 exploration-stage royalties, including the La Rica porphyry target in Colombia, the MPD South copper project in British Columbia, and the Spring Peak gold project in Nevada

  • A pipeline of organic royalties created through exploration partnerships, including seven current option deals, four exploration alliances, and five available properties

Western United States Exploration Alliance

Orogen and Triple Flag have also agreed to negotiate the formation of a generative exploration alliance in the western United States, whereby Triple Flag will provide funding to Orogen Spinco for generating gold and silver targets considered geologically similar to the top-tier Expanded Silicon project. The initial $435,000 budget will focus on identifying prospective exploration opportunities for incoming exploration partners.

The commercial objective of the generative exploration alliance is to sell 100% of the interest in identified exploration opportunities in exchange for cash, equity and a retained royalty.

Transaction Conditions and Timing

Under the terms of the Agreement, the Transaction will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval at a special meeting of at least (i) 66 2/3% of the votes cast by the shareholders of Orogen and (ii) a majority of the votes cast by shareholders of Orogen excluding the votes attributable to certain members of management.

Altius Minerals Corporation, Adrian Day Asset Management, and Euro Pacific Asset Management, together with all of the officers and directors of Orogen, collectively control approximately 39.5% of the common shares of Orogen on a fully diluted basis and have entered into voting support agreements pursuant to which they have agreed to vote their shares in favor of the Transaction, subject to certain conditions.

Completion of the Transaction is also subject to regulatory and court approvals and other customary closing conditions, including the listing of Orogen Spinco on the TSX.V. The Agreement includes customary provisions, including non-solicitation by Orogen of alternative transactions, a right of Triple Flag to match superior proposals and an approximately $12.5 million termination fee, payable under certain circumstances.

Complete details of the Transaction will be included in a management information circular to be delivered to Orogen shareholders in the coming weeks. Subject to receiving requisite court approval, the special meeting of shareholders of Orogen is expected to be held in late June 2025, and the Transaction is expected to close in the third quarter of 2025. In connection with and subject to closing the Transaction, it is expected that the common shares of Orogen will be delisted from the TSX.V and that Orogen will cease to be a reporting issuer under Canadian and U.S. securities laws.

Board of Directors’ Recommendations

The Board of Directors of Triple Flag and the Board of Directors of Orogen have unanimously approved the Transaction and recommend that shareholders vote in favor of the Transaction.

National Bank Financial has provided a fairness opinion dated April 21, 2025, to the Board of Directors stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by the shareholders of Orogen under the Transaction is fair, from a financial point of view, to such Orogen shareholders.

Scotiabank has provided a fairness opinion dated April 21, 2025, to the Board of Directors of Triple Flag stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be paid by Triple Flag to the shareholders of Orogen under the Transaction is fair, from a financial point of view, to Triple Flag.

Advisors and Counsel

Scotiabank is acting as financial advisor to Triple Flag and Torys LLP is acting as legal counsel to Triple Flag. Scotiabank provided a fairness opinion to the Triple Flag Board of Directors.

National Bank Financial is acting as financial advisor to Orogen and Osler, Hoskin & Harcourt LLP is acting as legal counsel to Orogen. National Bank Financial provided a fairness opinion to the Orogen Board of Directors.

Conference Call and Webcast

Triple Flag and Orogen will hold a joint conference call and webcast on April 22, 2025 at 8:30 a.m. ET (5:30 a.m. PT) to discuss the Transaction. The live webcast can be accessed by visiting the Events and Presentations page on the Company’s website at: www.tripleflagpm.com. An archived version of the webcast will be available on the website for one year following the webcast.

Live Webcast:

https://events.q4inc.com/attendee/429918663
 

Dial-In Details:

 

 

Toll-Free (U.S. & Canada): +1 (888) 596-4144

International: +1 (646) 968-2525

Conference ID: 9159639, followed by # key

 

Replay (Until May 6):

 

Toll-Free (U.S. & Canada): +1 (800) 770-2030

International: +1 (647) 362-9199

Conference ID: 9159639, followed by # key

About Triple Flag

Triple Flag is a precious metals streaming and royalty company. We offer investors exposure to gold and silver from a total of 236 assets, consisting of 17 streams and 219 royalties, primarily from the Americas and Australia. These streams and royalties are tied to mining assets at various stages of the mine life cycle, including 30 producing mines and 206 development and exploration stage projects. Triple Flag is listed on the Toronto Stock Exchange and New York Stock Exchange under the ticker “TFPM”.

About Orogen

Orogen Royalties is focused on organic royalty creation and royalty acquisitions on precious and base metal discoveries in western North America. The Company’s royalty portfolio includes the Ermitaño gold and silver mine in Sonora, Mexico (2.0% NSR royalty) operated by First Majestic Silver Corp. and the Expanded Silicon project (1.0% NSR royalty) in Nevada, USA, being advanced by AngloGold Ashanti plc. The Company is well financed with several projects actively being developed by joint venture partners.

Qualified Person

James Lill, Director, Mining for Triple Flag Precious Metals and a “qualified person” under NI 43-101 has reviewed and approved the written scientific and technical disclosures contained in this press release.

Cautionary Statement to U.S. Investors

Information contained or referenced in this press release or in the documents referenced herein concerning the properties, technical information and operations of Triple Flag has been prepared in accordance with requirements and standards under Canadian securities laws, which differ from the requirements of the U.S. Securities and Exchange Commission (“SEC”) under subpart 1300 of Regulation S-K (“S-K 1300”). Because the Company is eligible for the Multijurisdictional Disclosure System adopted by the SEC and Canadian Securities Administrators, Triple Flag is not required to present disclosure regarding its mineral properties in compliance with S-K 1300. Accordingly, certain information contained in this press release may not be comparable to similar information made public by U.S. companies subject to reporting and disclosure requirements of the SEC.

Technical and Third-Party Information

Triple Flag and/or Orogen do not own, develop or mine the underlying properties on which they hold stream or royalty interests. As a royalty or stream holder, Triple Flag and/or Orogen have limited, if any, access to properties included in its asset portfolio. As a result, Triple Flag and/or Orogen are dependent on the owners or operators of the properties and their qualified persons to provide information to Triple Flag and/or Orogen and on publicly available information to prepare disclosure pertaining to properties and operations on the properties on which Triple Flag and/or Orogen hold stream, royalty or other similar interests. Triple Flag and/or Orogen generally have limited or no ability to independently verify such information. Although Triple Flag and/or Orogen do not believe that such information is inaccurate or incomplete in any material respect, there can be no assurance that such third-party information is complete or accurate.

Cautionary Note Regarding Forward-Looking Information and Statements

This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, respectively (collectively referred to herein as “forward-looking information”). Forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or terminology which states that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. Forward-looking information in this news release includes: expected timing and completion of the proposed Transaction; the expected delisting of the common shares of Orogen from certain stock exchanges and the subsequent application for listing of shares of Orogen Spinco on proposed exchanges; the reporting issuer status of Orogen; the upside potential of Orogen Spinco; the entering into and expected benefits of the exploration alliance in western USA; achieving and satisfying the shareholder and other approvals necessary to complete the proposed Transaction; the strengths, characteristics and expected benefits of the proposed Transaction; and the companies’ assessments of, and expectations for, future periods (including, but not limited to, the long-term production outlook for GEOs). In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances, including information in this news release regarding the Transaction and the anticipated benefits therefrom, contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent the companies’ expectations, estimates and projections regarding possible future events or circumstances.

The forward-looking information included in this news release is based on the companies’ opinions, estimates and assumptions in light of their experience and perception of historical trends, current conditions and expected future developments, their assumptions regarding the Transaction (including, but not limited to, their ability to close the Transaction on the terms contemplated, and to derive the anticipated benefits therefrom), as well as other factors that they currently believe are appropriate and reasonable in the circumstances. The forward-looking information contained in this news release is also based upon a number of assumptions, including the companies’ ability to obtain the required shareholder, court and regulatory approvals in a timely manner, if at all; their ability to satisfy the terms and conditions precedent of the Agreement in order to consummate the proposed Transaction; the ongoing operation of the properties in which they hold a stream or royalty interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; and the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production. These assumptions include, but are not limited to, the following: assumptions in respect of current and future market conditions and the execution of the companies’ business strategies, that operations, or ramp-up where applicable, at properties in which they hold a royalty, stream or other interest, continue without further interruption through the period, and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated, intended or implied. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Forward-looking information is also subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but are not limited to, failure to receive the required shareholder, court, regulatory and other approvals necessary to effect the proposed Transaction; the potential for a third party to make a superior proposal to the proposed Transaction; and those set forth under the caption “Risk Factors” in the companies’ respective annual information forms (if applicable) and in their most recent management’s discussion and analysis. For clarity, mineral resources that are not mineral reserves do not have demonstrated economic viability and inferred resources are considered too geologically speculative for the application of economic considerations. Although the companies have attempted to identify important risk factors that could cause actual results or future events to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to them or that they presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents the companies’ expectations as of the date of this news release and is subject to change after such date. Triple Flag and Orogen each disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities laws. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements. U.S. Securities Law Disclaimer: None of the securities anticipated to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issued in the Transaction are anticipated to be issued in reliance upon available exemptions from registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

i Refer to AngloGold Ashanti’s Mineral Resource and Ore Reserve Report as of December 31, 2021, available on www.anglogoldashanti.com/

ii Refer to AngloGold Ashanti’s Mineral Resource and Mineral Reserve Report as of December 31, 2024, available on www.anglogoldashanti.com/

iii Refer to the technical report entitled “NI 43-101 Technical Report Mineral Resource Estimate Bullfrog Gold Project, Nye County, Nevada” with an effective date of December 31, 2021, prepared for Augusta Gold Corp. (“Augusta”) on March 16, 2022 and available on Augusta’s SEDAR+ profile.

Triple Flag Contact

Investor Relations:

David Lee

Vice President, Investor Relations

Tel: +1 (416) 304-9770

Email: [email protected]

Media:

Gordon Poole, Camarco

Tel: +44 (0) 7730 567 938

Email: [email protected]

Orogen Contact

Paddy Nicol

President & CEO

Tel: +1 (604) 248-8648

Marco LoCascio

Vice President, Corporate Development

Tel: +1 (604) 248-8648

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Natural Resources Other Natural Resources Mining/Minerals

MEDIA:

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Li Auto Inc. to Hold Annual General Meeting on May 30, 2025

BEIJING, China, April 22, 2025 (GLOBE NEWSWIRE) — Li Auto Inc. (“Li Auto” or the “Company”) (Nasdaq: LI; HKEX: 2015), a leader in China’s new energy vehicle market, today announced that it will hold an annual general meeting of the Company’s shareholders (the “AGM”) at 10:00 a.m. Beijing time on May 30, 2025 at 9/F, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing, China for the purposes of considering and, if thought fit, passing with or without amendments each of the proposed resolutions as set forth in the notice of the AGM (the “AGM Notice”). The AGM Notice, a circular in relation to the AGM, and the form of proxy for the AGM are available on the Company’s website at https://ir.lixiang.com. The board of directors of the Company fully supports the proposed resolutions and recommends that shareholders and holders of American depositary shares (“ADSs”) vote in favor of the proposed resolutions.

Holders of record of ordinary shares of the Company at the close of business on April 25, 2025, Hong Kong time, are entitled to notice of, to attend and vote at, the AGM or any adjournment or postponement thereof. Holders of record of ADSs as of the close of business on April 25, 2025, New York time, who wish to exercise their voting rights for the underlying Class A ordinary shares must give voting instructions to Deutsche Bank Trust Company Americas, the depositary of the ADSs.

The Company has filed its annual report on Form 20-F, including its audited financial statements, for the fiscal year ended December 31, 2024, with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s annual report on Form 20-F can be accessed on the Company’s website at https://ir.lixiang.com and on the SEC’s website at https://www.sec.gov.

About Li Auto Inc.

Li Auto Inc. is a leader in China’s new energy vehicle market. The Company designs, develops, manufactures, and sells premium smart electric vehicles. Its mission is: Create a Mobile Home, Create Happiness (创造移动的家,创造幸福的家). Through innovations in product, technology, and business model, the Company provides families with safe, convenient, and comfortable products and services. Li Auto is a pioneer in successfully commercializing extended-range electric vehicles in China. While firmly advancing along this technological route, it builds platforms for battery electric vehicles in parallel. The Company leverages technology to create value for users. It concentrates its in-house development efforts on proprietary range extension systems, innovative electric vehicle technologies, and smart vehicle solutions. The Company started volume production in November 2019. Its current model lineup includes Li MEGA, a high-tech flagship family MPV, Li L9, a six-seat flagship family SUV, Li L8, a six-seat premium family SUV, Li L7, a five-seat flagship family SUV, and Li L6, a five-seat premium family SUV. The Company will continue to expand its product lineup to target a broader user base.

Safe Harbor Statement

This press release contains statements that may constitute “forward-looking” statements pursuant to 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,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “targets,” “likely to,” “challenges,” and similar statements. Li Auto may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”) and The Stock Exchange of Hong Kong Limited (the “HKEX”), 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 Li Auto’s beliefs, plans, 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: Li Auto’s strategies, future business development, and financial condition and results of operations; Li Auto’s limited operating history; risks associated with extended-range electric vehicles and high-power charging battery electric vehicles; Li Auto’s ability to develop, manufacture, and deliver vehicles of high quality and appeal to customers; Li Auto’s ability to generate positive cash flow and profits; product defects or any other failure of vehicles to perform as expected; Li Auto’s ability to compete successfully; Li Auto’s ability to build its brand and withstand negative publicity; cancellation of orders for Li Auto’s vehicles; Li Auto’s ability to develop new vehicles; and changes in consumer demand and government incentives, subsidies, or other favorable government policies. Further information regarding these and other risks is included in Li Auto’s filings with the SEC and the HKEX. All information provided in this press release is as of the date of this press release, and Li Auto does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For more information, please visit: https://ir.lixiang.com.

For investor and media inquiries, please contact:

Li Auto Inc.
Investor Relations
Email: [email protected]

Christensen Advisory
Roger Hu
Tel: +86-10-5900-1548
Email: [email protected]



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Devon Energy Unveils Value Enhancing Business Optimization Plan

HIGHLIGHTS

  • Targeting $1 billion in annual pre-tax free cash flow improvements
  • Business optimization plan underway to improve margins and capital efficiency
  • Plan includes improvements to base production performance, midstream commercial terms and corporate costs
  • Expected to be completed by the end of 2026, with 30 percent achieved by year-end 2025

OKLAHOMA CITY, April 22, 2025 (GLOBE NEWSWIRE) — Devon Energy Corp. (NYSE: DVN) today announced its business optimization plan to improve margins and capital efficiency, growing free cash flow generation and driving significant shareholder value.

“I’m excited to announce the details of our business optimization plan, set to enhance margins and deliver $1 billion in annual pre-tax free cash flow improvements by year end 2026,” said Clay Gaspar, president and CEO. “This milestone reflects the commitment, ingenuity, and talent of our employees, whose hard work and ongoing efforts continue to drive Devon’s success. This is an opportune time for us to take on this initiative, as we leverage recent leadership changes across the organization, bringing fresh perspectives and new ideas. Given the challenging market and shifting competitive landscape, this is the right moment to focus internally and improve our profitability. Importantly, this effort will create significant shareholder value by expanding our free cash flow generation and enhancing the durability of our business.”

“Our organization has been diligently advancing this initiative and has already secured marketing agreements to drive a material margin improvement through year-end 2026. Concurrently, we have implemented technological advancements, including advanced analytics and process automation, that are further enhancing our operating performance. These combined efforts are anticipated to achieve approximately $300 million of cash flow uplift by the end of 2025, reinforcing our financial resilience. We have clear visibility into the remaining objectives and are highly confident in our ability to execute this plan effectively,” Gaspar added.

PLAN PATHWAY AND TIMING TO DELIVER

Devon is committed to improving its pre-tax free cash flow generation by taking steps to deliver $1.0 billion in annual improvements. The plan includes actions to achieve more efficient field-level operations and improvements in drilling and completion costs while improving operating margins and corporate costs. Approximately 30 percent of the estimated improvements are expected to be accomplished by year-end 2025, with the remaining savings realized by year-end 2026.

The business optimization plan includes improvements in the following categories:

Capital Efficiency – $300 million
Capture efficiencies through design optimization, cycle time reductions, facility standardization and vendor management.

Production Optimization –$250 million
Use advanced analytics to minimize maintenance events, reduce downtime, flatten production declines and optimize operating cost structure.

Commercial Opportunities – $300 million
Leverage scale to enhance commercial contracts to increase realizations, improve recoveries and lower GP&T cost structure.

Corporate Cost Reductions – $150 million
Reduce interest expense and streamline corporate cost structure.

“We are committed to transparency and accountability and will provide stakeholders with periodic updates on our progress,” Gaspar concluded.

The company will provide additional details around the optimization plan during its scheduled first-quarter 2025 earnings conference call on Wednesday, May 7, 2025, at 10 a.m. CDT (11 a.m. EDT). Also provided with today’s release is a supplemental presentation, which is available on the company’s website at www.devonenergy.com.

ABOUT DEVON ENERGY

Devon Energy is a leading oil and gas producer in the U.S. with a diversified multi-basin portfolio headlined by a world-class acreage position in the Delaware Basin. Devon’s disciplined cash-return business model is designed to achieve strong returns, generate free cash flow and return capital to shareholders, while focusing on safe and sustainable operations. For more information, please visit www.devonenergy.com.

Investor Contact 
[email protected]
405-228-4450		 Media Contact

Michelle Hindmarch
405-552-7460
   

FORWARD LOOKING STATEMENTS

This press release includes “forward-looking statements” within the meaning of the federal securities laws. Such statements include those concerning strategic plans, our expectations and objectives for future operations, as well as other future events or conditions, and are often identified by use of the words and phrases “expects,” “believes,” “will,” “would,” “could,” “continue,” “may,” “aims,” “likely to be,” “intends,” “forecasts,” “projections,” “estimates,” “plans,” “expectations,” “targets,” “opportunities,” “potential,” “anticipates,” “outlook” and other similar terminology. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Devon expects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Consequently, actual future results could differ materially and adversely from our expectations due to a number of factors, including, but not limited to: the risk that we are unable to successfully implement the improvements discussed in this release on the anticipated timeline or at all, which could delay or prevent us from realizing any benefits from the business optimization plan; commodity prices, cost structures and the other assumptions underlying our forecasted value uplift from the business optimization plan could differ materially from actual results; market and geopolitical uncertainty as a result of changes in trade relations and policies, such as the imposition of tariffs by the U.S., China or other countries; and any of the other risks and uncertainties discussed in Devon’s 2024 Annual Report on Form 10-K (the “2024 Form 10-K”) or other filings with the SEC.

The forward-looking statements included in this press release speak only as of the date of this press release, represent management’s current reasonable expectations as of the date of this press release and are subject to the risks and uncertainties identified above as well as those described elsewhere in the 2024 Form 10-K and in other documents we file from time to time with the SEC. We cannot guarantee the accuracy of our forward-looking statements, and readers are urged to carefully review and consider the various disclosures made in the 2024 Form 10-K and in other documents we file from time to time with the SEC. All subsequent written and oral forward-looking statements attributable to Devon, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. We do not undertake, and expressly disclaim, any duty to update or revise our forward-looking statements based on new information, future events or otherwise.



Posted on

RTX Reports Q1 2025 Results

PR Newswire


RTX delivers strong operational and financial performance in Q1

ARLINGTON, Va., April 22, 2025 /PRNewswire/ — RTX (NYSE: RTX) reports first quarter 2025 results.

First quarter 2025

  • Sales of $20.3 billion, up 5 percent versus prior year, and up 8 percent organically* excluding divestitures
  • GAAP EPS of $1.14, including $0.27 of acquisition accounting adjustments and $0.06 of restructuring and other net significant and/or non-recurring items
  • Adjusted EPS* of $1.47, up 10 percent versus prior year
  • Operating cash flow of $1.3 billion; free cash flow* of $0.8 billion
  • Company backlog of $217 billion, including $125 billion of commercial and $92 billion of defense
  • Returned $0.9 billion of capital to shareowners

2025 full year outlook

  • Adjusted sales* of $83.0 – $84.0 billion, including 4 to 6 percent organic growth*
  • Adjusted EPS* of $6.00 – $6.15
  • Free cash flow* of $7.0 – $7.5 billion
  • Outlook does not incorporate the impact of the recently enacted incremental U.S. and non-U.S. tariffs
  • Management will provide additional details of potential tariff impacts on the Q1 2025 earnings call

“We are off to a strong start to 2025 with 8 percent organic sales growth* and 10 percent adjusted EPS growth*, including 120 basis points of segment margin expansion* in Q1,” said RTX President and CEO Chris Calio. “Organic growth was broad based and led by strength in commercial aftermarket, which was up 21 percent year-over-year driven by continued demand for our industry leading products and solutions.”

“The current environment is clearly very dynamic, but our company is well positioned to perform operationally and our teams remain focused on executing on our commitments and delivering our robust backlog.”

*Adjusted net sales (also referred to as adjusted sales), organic sales, adjusted operating profit (loss) and margin, adjusted segment operating profit (loss) and margin, adjusted net income, adjusted earnings per share (“EPS”), adjusted effective tax rate, and free cash flow are non-GAAP financial measures. When we provide our expectation for adjusted net sales (also referred to as adjusted sales), adjusted EPS and free cash flow on a forward-looking basis, a reconciliation of these non-GAAP financial measures to the corresponding GAAP measures (expected diluted EPS and expected cash flow from operations) is not available without unreasonable effort due to potentially high variability, complexity, and low visibility as to the items that would be excluded from the GAAP measure in the relevant future period, such as unusual gains and losses, the ultimate outcome of pending litigation, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, and other structural changes or their probable significance. The variability of the excluded items may have a significant, and potentially unpredictable, impact on our future GAAP results. See “Use and Definitions of Non-GAAP Financial Measures” below for information regarding non-GAAP financial measures.

First quarter 2025

RTX first quarter reported and adjusted sales were $20.3 billion, up 5 percent over the prior year. GAAP EPS of $1.14 included $0.27 of acquisition accounting adjustments, and $0.06 of restructuring and other net significant and/or non-recurring items. Adjusted EPS* of $1.47 was up 10 percent versus the prior year.

The company reported net income attributable to common shareowners in the first quarter of $1.5 billion which included $0.4 billion of acquisition accounting adjustments and $0.1 billion of restructuring and other net significant and/or non-recurring items. Adjusted net income* of $2.0 billion was up 11 percent versus the prior year driven by growth in adjusted segment operating profit*, partially offset by the impact of a higher effective tax rate. Operating cash flow in the first quarter was $1.3 billion. Capital expenditures were $0.5 billion, resulting in free cash flow* of $0.8 billion.

Summary Financial Results – Operations Attributable to Common Shareowners


1st Quarter

($ in millions, except EPS)


2025


2024


% Change


Reported

Sales

$    20,306

$    19,305

5 %

Net Income

$      1,535

$      1,709

(10) %

EPS

$        1.14

$        1.28

(11) %


Adjusted*

Sales

$    20,306

$    19,305

5 %

Net Income

$      1,991

$      1,791

11 %

EPS

$        1.47

$        1.34

10 %

Operating Cash Flow

$      1,305

$         342

282 %

Free Cash Flow*

$         792

$        (125)

NM

NM = Not Meaningful

Segment Results 

Collins Aerospace


1st Quarter

($ in millions)


2025


2024


% Change


Reported

Sales

$   7,217

$   6,673

8 %

Operating Profit

$   1,088

$      849

28 %

ROS

15.1 %

12.7 %

240

bps


Adjusted*

Sales

$   7,217

$   6,673

8 %

Operating Profit

$   1,227

$   1,048

17 %

ROS

17.0 %

15.7 %

130

bps

Collins Aerospace first quarter 2025 reported and adjusted sales of $7,217 million were up 8 percent versus the prior year. Excluding the impact of divestitures, the increase in sales* was driven by a 13 percent increase in commercial aftermarket, a 10 percent increase in defense, and a 2 percent increase in commercial OE. The increase in commercial aftermarket sales was driven by continued growth in commercial air traffic. The increase in defense sales was driven by higher volume across multiple programs and platforms, including multiple Command, Control, Communications, Cyber, and Intelligence programs, the Survivable Airborne Operations Center program, and F-35.

Collins Aerospace reported operating profit of $1,088 million was up 28 percent versus the prior year. On an adjusted basis, operating profit* of $1,227 million was up 17 percent versus the prior year. Operationally, the increase was driven by drop through on higher commercial aftermarket and defense volume. Reported operating profit in Q1 2024 included charges related to unfavorable purchase commitments and an impairment charge as a result of initiating alternative titanium sources, while reported operating profit in Q1 2025 included higher restructuring charges associated with cost transformation initiatives.  

Pratt & Whitney


1st Quarter

($ in millions)


2025


2024


% Change


Reported

Sales

$   7,366

$   6,456

14 %

Operating Profit

$      580

$      412

41 %

ROS

7.9 %

6.4 %

150

bps


Adjusted*

Sales

$   7,366

$   6,456

14 %

Operating Profit

$      590

$      430

37 %

ROS

8.0 %

6.7 %

130

bps

Pratt & Whitney first quarter reported and adjusted sales of $7,366 million were up 14 percent versus the prior year. The increase was driven by a 28 percent increase in commercial aftermarket, a 4 percent increase in military, and a 3 percent increase in commercial OE. The increase in commercial aftermarket was driven by higher volume and favorable mix across both Large Commercial Engines and Pratt Canada, while the growth in commercial OE was driven by increased deliveries. The increase in military was driven by increased engine deliveries on the Tanker program and higher volume on the F135 Engine Core Upgrade program. 

Pratt & Whitney reported operating profit of $580 million was up 41 percent versus the prior year. Increased deliveries in Large Commercial Engines was more than offset by drop through on higher commercial aftermarket volume and favorable commercial aftermarket mix. Lower R&D expense more than offset higher SG&A expense. On an adjusted basis, operating profit* of $590 million was up 37 percent versus the prior year.

Raytheon


1st Quarter

($ in millions)


2025


2024


% Change


Reported

Sales

$   6,340

$   6,659

(5) %

Operating Profit

$      678

$      996

(32) %

ROS

10.7 %

15.0 %

(430)

bps


Adjusted*

Sales

$   6,340

$   6,659

(5) %

Operating Profit

$      678

$      630

8 %

ROS

10.7 %

9.5 %

120

bps

Raytheon first quarter reported and adjusted sales of $6,340 million were down 5 percent versus the prior year. This decrease was driven by the impact from the divestiture of the Cybersecurity, Intelligence and Services business completed at the end of Q1 2024. Excluding the impact of the divestiture, sales were up 2 percent versus the prior year*. Operationally, the increase was driven by higher volume on land and air defense systems, including international Patriot and LTAMDS, which was partially offset by lower development program volume within air and space defense systems.

Raytheon reported operating profit of $678 million was down 32 percent versus the prior year primarily due to the absence of the prior year $375 million net gain on the sale of the Cybersecurity, Intelligence and Services business. On an adjusted basis, operating profit* of $678 million was up 8 percent versus the prior year. The increase was driven primarily by favorable mix and improved net productivity, which was partially offset by the absence of profit from the Cybersecurity, Intelligence and Services business which was divested at the end of Q1 2024.

About RTX
RTX is the world’s largest aerospace and defense company. With approximately 185,000 global employees, we push the limits of technology and science to redefine how we connect and protect our world. Through industry-leading businesses – Collins Aerospace, Pratt & Whitney, and Raytheon – we are advancing aviation, engineering integrated defense systems for operational success, and developing next-generation technology solutions and manufacturing to help global customers address their most critical challenges. The company, with 2024 sales of more than $80 billion, is headquartered in Arlington, Virginia.

Conference Call on the First Quarter 2025 Financial Results
RTX’s financial results conference call will be held on Tuesday, April 22, 2025 at 8:30 a.m. ET. The conference call will be webcast live on the company’s website at www.rtx.com and will be available for replay following the call. The corresponding presentation slides will be available for downloading prior to the call.

Use and Definitions of Non-GAAP Financial Measures 
RTX Corporation (“RTX” or “the Company”) reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). We supplement the reporting of our financial information determined under GAAP with certain non-GAAP financial information. The non-GAAP information presented provides investors with additional useful information but should not be considered in isolation or as substitutes for the related GAAP measures. We believe that these non-GAAP measures provide investors with additional insight into the Company’s ongoing business performance. Other companies may define non-GAAP measures differently, which limits the usefulness of these measures for comparisons with such other companies. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. A reconciliation of the non-GAAP measures to the corresponding amounts prepared in accordance with GAAP appears in the tables in this Appendix. Certain non-GAAP financial adjustments are also described in this Appendix. Below are our non-GAAP financial measures:


Non-GAAP measure


Definition

Adjusted net sales / Adjusted sales

Represents consolidated net sales (a GAAP measure), excluding net significant and/or non-recurring items1 (hereinafter referred to as “net significant and/or non-recurring items”).

Organic sales

Organic sales represents the change in consolidated net sales (a GAAP measure), excluding the impact of foreign currency translation, acquisitions and divestitures completed in the preceding twelve months and net significant and/or non-recurring items.

Adjusted operating profit (loss) and margin

 

Adjusted operating profit (loss) represents operating profit (loss) (a GAAP measure), excluding restructuring costs, acquisition accounting adjustments2, and net significant and/or non-recurring items. Adjusted operating profit margin represents adjusted operating profit (loss) as a percentage of adjusted net sales.

Segment operating profit (loss) and margin

 

Segment operating profit (loss) represents operating profit (loss) (a GAAP measure) excluding acquisition accounting adjustments2, the FAS/CAS operating adjustment3, Corporate expenses and other unallocated items, and Eliminations and other. Segment operating profit margin represents segment operating profit (loss) as a percentage of segment sales (net sales, excluding Eliminations and other).

Adjusted segment sales

Represents consolidated net sales (a GAAP measure) excluding eliminations and other and net significant and/or non-recurring items.

Adjusted segment operating profit (loss) and margin

 

Adjusted segment operating profit (loss) represents segment operating profit (loss) excluding restructuring costs, and net significant and/or non-recurring items. Adjusted segment operating profit margin represents adjusted segment operating profit (loss) as a percentage of adjusted segment sales (adjusted net sales excluding Eliminations and other).

Adjusted net income

Adjusted net income represents net income (a GAAP measure), excluding restructuring costs, acquisition accounting adjustments2, and net significant and/or non-recurring items.

Adjusted earnings per share (EPS)

Adjusted EPS represents diluted earnings per share (a GAAP measure), excluding restructuring costs, acquisition accounting adjustments2, and net significant and/or non-recurring items.

Adjusted effective tax rate

Adjusted effective tax rate represents the effective tax rate (a GAAP measure), excluding the tax impact of restructuring costs, acquisition accounting adjustments2, and net significant and/or non-recurring items.

Free cash flow

 

Free cash flow represents cash flow from operations (a GAAP measure) less capital expenditures. Management believes free cash flow is a useful measure of liquidity and an additional basis for assessing RTX’s ability to fund its activities, including the financing of acquisitions, debt service, repurchases of RTX’s common stock, and distribution of earnings to shareowners.


1 Net significant and/or non-recurring items represent significant nonoperational items and/or significant operational items that may occur at irregular intervals.


2 Acquisition accounting adjustments include the amortization of acquired intangible assets related to acquisitions, the amortization of the property, plant and equipment fair value adjustment acquired through acquisitions, the amortization of customer contractual obligations related to loss making or below market contracts acquired, and goodwill impairment, if applicable.


3 The FAS/CAS operating adjustment represents the difference between the service cost component of our pension and postretirement benefit (PRB) expense under the Financial Accounting Standards (FAS) requirements of GAAP and our pension and PRB expense under U.S. government Cost Accounting Standards (CAS) primarily related to our Raytheon segment.

When we provide our expectation for adjusted net sales (also referred to as adjusted sales), organic sales, adjusted operating profit (loss) and margin, adjusted segment operating profit (loss) and margin, adjusted EPS, adjusted effective tax rate, and free cash flow, on a forward-looking basis, a reconciliation of the differences between the non-GAAP expectations and the corresponding GAAP measures, as described above, generally are not available without unreasonable effort due to potentially high variability, complexity, and low visibility as to the items that would be excluded from the GAAP measure in the relevant future period, such as unusual gains and losses, the ultimate outcome of pending litigation, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, and other structural changes or their probable significance. The variability of the excluded items may have a significant, and potentially unpredictable, impact on our future GAAP results.

Cautionary Statement Regarding Forward-Looking Statements This press release contains statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” under the securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide RTX Corporation (“RTX”) management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid and are not statements of historical fact. Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “expectations,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “target,” “anticipate,” “will,” “should,” “see,” “guidance,” “outlook,” “goals,” “objectives,” “confident,” “on track,” “designed to, ” “commit,” “commitment” and other words of similar meaning. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, share repurchases, tax payments and rates, research and development spending, cost savings, other measures of financial performance, potential future plans, strategies or transactions, credit ratings and net indebtedness, the Pratt powder metal matter and related matters and activities, including without limitation other engine models that may be impacted, the merger (the “merger”) between United Technologies Corporation (“UTC”) and Raytheon Company (“Raytheon”) or the spin-offs by UTC of Otis Worldwide Corporation and Carrier Global Corporation into separate independent companies (the “separation transactions”) in 2020, the pending disposition of Collins’ actuation and flight control business, targets and commitments (including for share repurchases or otherwise), and other statements that are not solely historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and other factors include, without limitation: (1) the effect of changes in economic, capital market and political conditions in the U.S. and globally, such as from the global sanctions and export controls with respect to Russia, and any changes therein, and including changes related to financial market conditions, banking industry disruptions, fluctuations in commodity prices or supply (including energy supply), inflation, interest rates and foreign currency exchange rates, disruptions in global supply chain and labor markets, levels of consumer and business confidence, the imposition and duration of tariffs (including counter tariffs) and other trade measures and the inability of RTX to mitigate U.S. tariffs including by exemptions, exclusions, operational changes or otherwise, and geopolitical risks, including, without limitation, in the Middle East and Ukraine; (2) risks associated with U.S. government sales, including changes or shifts in defense spending due to budgetary constraints, spending cuts resulting from sequestration, a continuing resolution, a government shutdown, the debt ceiling or measures taken to avoid default, or otherwise, and uncertain funding of programs; (3) risks relating to our performance on our contracts and programs, including our ability to control costs, the mix of our contracts and programs, and our inability to pass some or all of our costs on fixed price contracts to the customer, and risks related to our dependence on U.S. government approvals for international contracts; (4) challenges in the development, certification, production, delivery, support and performance of RTX advanced technologies and new products and services and the realization of the anticipated benefits (including our expected returns under customer contracts), as well as the challenges of operating in RTX’s highly-competitive industries both domestically and abroad; (5) risks relating to RTX’s reliance on U.S. and non-U.S. suppliers and commodity markets, including the effect of sanctions, tariffs (and counter tariffs) and other trade measures and the duration thereof, delays and disruptions in the delivery of materials and services to RTX or its suppliers and cost increases, and the inability of RTX to mitigate U.S. tariffs including by exemptions, exclusions, operational changes or otherwise; (6) risks relating to RTX international operations from, among other things, changes in trade policies and implementation of sanctions, foreign currency fluctuations, economic conditions, political factors, sales methods, U.S. or local government regulations, and our dependence on U.S. government approvals for international contracts; (7) the condition of the aerospace industry; (8) potential changes in U.S. government policy positions, including changes in DoD policies or priorities; (9) the ability of RTX to attract, train qualify, and retain qualified personnel and maintain its culture and high ethical standards, and the ability of our personnel to continue to operate our facilities and businesses around the world; (10) the scope, nature, timing and challenges of managing acquisitions, investments, divestitures (including the pending disposition of Collins’ actuation and flight control business) and other transactions, including the realization of synergies and opportunities for growth and innovation, the assumption of liabilities and other risks and incurrence of related costs and expenses, and risks related to completion of announced divestitures; (11) compliance with legal, environmental, regulatory and other requirements, including, among other things, obtaining regulatory approvals for new technologies and products and export and import requirements such as the International Traffic in Arms Regulations and the Export Administration Regulations, anti-bribery and anticorruption requirements, such as the Foreign Corrupt Practices Act, industrial cooperation agreement obligations, and procurement and other regulations in the U.S. and other countries in which RTX and its businesses operate; (12) the outcome of pending, threatened and future legal proceedings, investigations, and other contingencies, including those related to U.S. government audits and disputes and the potential for suspension or debarment of U.S. government contracting or export privileges as a result thereof; (13) risks related to the previously-disclosed deferred prosecution agreements entered into between the Company and the Department of Justice (DOJ), the Securities and Exchange Commission (SEC) administrative order imposed on the Company, and the related investigations by the SEC and DOJ, and the consent agreement between the Company and the Department of State; (14) factors that could impact RTX’s ability to engage in desirable capital-raising or strategic transactions, including its credit rating, capital structure, levels of indebtedness, and related obligations, capital expenditures and research and development spending, and capital deployment strategy including with respect to share repurchases, and the availability of credit, borrowing costs, credit market conditions, and other factors; (15) uncertainties associated with the timing and scope of future repurchases by RTX of its common stock or declarations of cash dividends, which may be discontinued, accelerated, suspended or delayed at any time due to various factors, including market conditions and the level of other investing activities and uses of cash; (16) risks relating to realizing expected benefits from, incurring costs for, and successfully managing, strategic initiatives such as cost reduction, restructuring, digital transformation and other operational initiatives; (17) risks of additional tax exposures due to new tax legislation or other developments in the U.S. and other countries in which RTX and its businesses operate; (18) risks relating to addressing the identified rare condition in powder metal used to manufacture certain Pratt & Whitney engine parts requiring accelerated removals and inspections of a significant portion of the PW1100G-JM Geared Turbofan (GTF) fleet, including, without limitation, the number and expected timing of shop visits, inspection results and scope of work to be performed, turnaround time, availability of new parts, available capacity at overhaul facilities, outcomes of negotiations with impacted customers, and risks related to other engine models that may be impacted by the powder metal matter, and in each case the timing and costs relating thereto, as well as other issues that could impact RTX product performance, including quality, reliability or durability; (19) changes in production volumes of one or more of our significant customers as a result of business, labor, or other challenges, and the resulting effect on its or their demand for our products and services; (20) risks relating to an RTX product safety failure, quality issue or other failure affecting RTX’s or its customers’ or suppliers’ products or systems; (21) risks relating to cybersecurity, including cyber-attacks on RTX’s information technology infrastructure, products, suppliers, customers and partners, and cybersecurity-related regulations; (22) risks related to insufficient indemnity or insurance coverage; (23) risks related to artificial intelligence; (24) risks relating to our intellectual property and certain third-party intellectual property; (25) threats to RTX facilities and personnel, or those of its suppliers or customers, as well as other events outside of RTX’s control that may affect RTX or its suppliers or customers, including without limitation public health crises, damaging weather or other acts of nature; (26) the effect of changes in accounting estimates for our programs on our financial results; (27) the effect of changes in pension and other postretirement plan estimates and assumptions and contributions; (28) risks relating to an impairment of goodwill and other intangible assets; (29) the effects of climate change and changing climate-related regulations, customer and market demands, products and technologies; and (30) the intended qualification of (i) the merger as a tax-free reorganization and (ii) the separation transactions and other internal restructurings as tax-free to UTC and former UTC shareowners, in each case, for U.S. federal income tax purposes. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the reports of RTX, UTC and Raytheon on Forms S-4, 10-K, 10-Q and 8-K filed with or furnished to the Securities and Exchange Commission from time to time. Any forward-looking statement speaks only as of the date on which it is made, and RTX assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

 


RTX Corporation

Condensed Consolidated
 Statement of Operations


Quarter Ended March 31,

(Unaudited)



(dollars in millions, except per share amounts; shares in millions)


2025


2024

Net Sales

$      20,306

$      19,305

Costs and expenses:

Cost of sales

16,190

15,744

Research and development

637

669

Selling, general, and administrative

1,448

1,394

Total costs and expenses

18,275

17,807

Other income, net

4

372

Operating profit

2,035

1,870

Non-service pension income

(366)

(386)

Interest expense, net

443

405

Income before income taxes

1,958

1,851

Income tax expense

333

108

Net income

1,625

1,743

Less: Noncontrolling interest in subsidiaries’ earnings

90

34

Net income attributable to common shareowners

$        1,535

$        1,709

Earnings Per Share attributable to common shareowners:

Basic

$          1.15

$          1.29

Diluted

$          1.14

$          1.28

Weighted Average Shares Outstanding:

Basic shares

1,337.1

1,329.4

Diluted shares

1,351.8

1,337.3

 


RTX Corporation

Segment Net Sales and Operating Profit (Loss)


Quarter Ended

(Unaudited)


March 31, 2025


March 31, 2024



(dollars in millions)


Reported


Adjusted


Reported


Adjusted


Net Sales

Collins Aerospace

$  7,217

$  7,217

$  6,673

$  6,673

Pratt & Whitney

7,366

7,366

6,456

6,456

Raytheon

6,340

6,340

6,659

6,659

Total segments

20,923

20,923

19,788

19,788

Eliminations and other

(617)

(617)

(483)

(483)


Consolidated

$  20,306

$  20,306

$  19,305

$  19,305


Operating Profit (Loss)

Collins Aerospace

$  1,088

$  1,227

$     849

$  1,048

Pratt & Whitney

580

590

412

430

Raytheon

678

678

996

630

Total segments

2,346

2,495

2,257

2,108

Eliminations and other

12

12

(5)

(5)

Corporate expenses and other unallocated items

(38)

(29)

(96)

(25)

FAS/CAS operating adjustment

185

185

214

214

Acquisition accounting adjustments

(470)

—

(500)

—


Consolidated

$  2,035

$  2,663

$  1,870

$  2,292


Segment Operating Profit Margin

Collins Aerospace

15.1 %

17.0 %

12.7 %

15.7 %

Pratt & Whitney

7.9 %

8.0 %

6.4 %

6.7 %

Raytheon

10.7 %

10.7 %

15.0 %

9.5 %


Total segment

11.2 %

11.9 %

11.4 %

10.7 %

 


RTX Corporation

Condensed Consolidated
 Balance Sheet


March 31, 2025


December 31, 2024



(dollars in millions)

(Unaudited)

(Unaudited)


Assets

Cash and cash equivalents

$                  5,157

$                  5,578

Accounts receivable, net

11,426

10,976

Contract assets, net

15,241

14,570

Inventory, net

13,618

12,768

Other assets, current

7,474

7,241

Total current assets

52,916

51,133

Customer financing assets

2,135

2,246

Fixed assets, net

16,135

16,089

Operating lease right-of-use assets

1,899

1,864

Goodwill

53,045

52,789

Intangible assets, net

33,116

33,443

Other assets

5,618

5,297


Total assets

$             164,864

$             162,861


Liabilities, Redeemable Noncontrolling Interest, and Equity

Short-term borrowings

$                     212

$                     183

Accounts payable

13,444

12,897

Accrued employee compensation

1,867

2,620

Other accrued liabilities

15,219

14,831

Contract liabilities

19,038

18,616

Long-term debt currently due

2,844

2,352

Total current liabilities

52,624

51,499

Long-term debt

38,244

38,726

Operating lease liabilities, non-current

1,646

1,632

Future pension and postretirement benefit obligations

2,060

2,104

Other long-term liabilities

6,946

6,942

Total liabilities

101,520

100,903

Redeemable noncontrolling interest

37

35

Shareowners’ Equity:

Common stock

37,515

37,434

Treasury stock

(27,069)

(27,112)

Retained earnings

54,277

53,589

Accumulated other comprehensive loss

(3,207)

(3,755)

Total shareowners’ equity

61,516

60,156

Noncontrolling interest

1,791

1,767

Total equity

63,307

61,923


Total liabilities, redeemable noncontrolling interest, and equity

$             164,864

$             162,861

 


RTX Corporation

Condensed Consolidated
 Statement of Cash Flows


Quarter Ended March 31,

(Unaudited)



(dollars in millions)


2025


2024


Operating Activities:

Net income

$      1,625

$      1,743

Adjustments to reconcile net income to net cash flows provided by operating activities from:

Depreciation and amortization

1,052

1,059

Deferred income tax provision (benefit)

67

(114)

Stock compensation cost

111

112

Net periodic pension and other postretirement income

(324)

(338)

Share-based 401(k) matching contributions

167

82

Gain on sale of Cybersecurity, Intelligence and Services business, net of transaction costs

—

(415)

Change in:

Accounts receivable

(372)

431

Contract assets

(706)

(978)

Inventory

(813)

(646)

Other current assets

(125)

(225)

Accounts payable and accrued liabilities

397

(218)

Contract liabilities

373

(54)

Other operating activities, net

(147)

(97)

Net cash flows provided by operating activities

1,305

342


Investing Activities:

Capital expenditures

(513)

(467)

Dispositions of businesses, net of cash transferred

—

1,283

Increase in other intangible assets

(104)

(163)

Payments from settlements of derivative contracts, net

(47)

(1)

Other investing activities, net

(14)

41

Net cash flows (used in) provided by investing activities

(678)

693


Financing Activities:

Repayment of long-term debt

(9)

(950)

Change in other short-term borrowings, net

28

(22)

Dividends paid

(840)

(769)

Repurchase of common stock

(50)

(56)

Other financing activities, net

(185)

(210)

Net cash flows used in financing activities

(1,056)

(2,007)

Effect of foreign exchange rate changes on cash and cash equivalents

16

(8)

Net decrease in cash, cash equivalents and restricted cash

(413)

(980)

Cash, cash equivalents and restricted cash, beginning of period

5,606

6,626

Cash, cash equivalents and restricted cash, end of period

5,193

5,646

Less: Restricted cash, included in Other assets, current and Other assets

36

39

Cash and cash equivalents, end of period

$      5,157

$      5,607

 


RTX Corporation

Reconciliation of Adjusted (Non-GAAP) Results 

Adjusted Sales, Adjusted Operating Profit & Operating Profit Margin


Quarter Ended March 31,

(Unaudited)



(dollars in millions – Income (Expense))


2025


2024


Collins Aerospace

Net sales

$     7,217

$     6,673

Operating profit

$     1,088

$        849

Restructuring

(113)

(6)

Charge associated with initiating alternative titanium sources (1)

—

(175)

Segment and portfolio transformation and divestiture costs (1)

(26)

(18)

Adjusted operating profit

$     1,227

$     1,048

Adjusted operating profit margin

17.0 %

15.7 %


Pratt & Whitney

Net sales

$     7,366

$     6,456

Operating profit

$        580

$        412

Restructuring

(10)

(18)

Adjusted operating profit

$        590

$        430

Adjusted operating profit margin

8.0 %

6.7 %


Raytheon

Net sales

$     6,340

$     6,659

Operating profit

$        678

$        996

Restructuring

—

(9)

Gain on sale of business, net of transaction and other related costs (1)

—

375

Adjusted operating profit

$        678

$        630

Adjusted operating profit margin

10.7 %

9.5 %


Eliminations and Other

Net sales

$      (617)

$      (483)

Operating profit (loss)

$          12

$          (5)


Corporate expenses and other unallocated items

Operating loss

$        (38)

$        (96)

Restructuring

(9)

(1)

Tax audit settlements (1)

—

(68)

Segment and portfolio transformation and divestiture costs (1)

—

(2)

Adjusted operating loss

$        (29)

$        (25)


FAS/CAS Operating Adjustment

Operating profit

$        185

$        214


Acquisition Accounting Adjustments

Operating loss

$      (470)

$      (500)

Acquisition accounting adjustments

(470)

(500)

Adjusted operating profit

$          —

$          —


RTX Consolidated

Net sales

$   20,306

$   19,305

Operating profit

$     2,035

$     1,870

Restructuring

(132)

(34)

Acquisition accounting adjustments

(470)

(500)

Total net significant and/or non-recurring items included in Operating profit above (1)

(26)

112

Adjusted operating profit

$     2,663

$     2,292

(1)   Refer to “Non-GAAP Financial Adjustments” below for a description of these adjustments.

 


RTX Corporation

Reconciliation of Adjusted (Non-GAAP) Results 

Adjusted Income, Earnings Per Share, and Effective Tax Rate


Quarter Ended
March 31,

(Unaudited)



(dollars in millions – Income (Expense))


2025


2024


Net income attributable to common shareowners


$    1,535


$    1,709

Total Restructuring

(132)

(34)

Total Acquisition accounting adjustments

(470)

(500)

Total net significant and/or non-recurring items included in Operating profit (1)

(26)

112


Significant and/or non-recurring items included in Non-service Pension Income

Non-service pension restructuring

—

(2)

Pension curtailment related to sale of business (1)

—

9


Significant non-recurring and non-operational items included in Interest Expense, Net

Tax audit settlements (1)

43

78

International tax matter (1)

(35)

—

Tax effect of restructuring and net significant and/or non-recurring items above

138

(41)


Significant and/or non-recurring items included in Income Tax Expense

     Tax audit settlements (1)

26

296


Less: Impact on net income attributable to common shareowners


(456)


(82)


Adjusted net income attributable to common shareowners


$    1,991


$    1,791


Diluted Earnings Per Share


$      1.14


$      1.28

Impact on Diluted Earnings Per Share

(0.33)

(0.06)


Adjusted Diluted Earnings Per Share


$      1.47


$      1.34


Weighted Average Number of Shares Outstanding


Reported Diluted


1,351.8


1,337.3

Impact of dilutive shares

—

—


Adjusted Diluted


1,351.8


1,337.3


Effective Tax Rate


17.0 %


5.8 %

Impact on Effective Tax Rate

(2.3) %

(10.8) %


Adjusted Effective Tax Rate


19.3 %


16.6 %

(1)   Refer to “Non-GAAP Financial Adjustments” below for a description of these adjustments.

 


RTX Corporation

Reconciliation of Adjusted (Non-GAAP) Results 

Segment Operating Profit Margin and Adjusted Segment Operating Profit Margin


Quarter Ended March 31,

(Unaudited)



(dollars in millions)


2025


2024


Net Sales

$   20,306

$   19,305

Reconciliation to segment net sales:

Eliminations and other

617

483

Segment Net Sales

$   20,923

$   19,788


Operating Profit

$     2,035

$     1,870

Operating Profit Margin

10.0 %

9.7 %

Reconciliation to segment operating profit:

Eliminations and other

(12)

5

Corporate expenses and other unallocated items

38

96

FAS/CAS operating adjustment

(185)

(214)

Acquisition accounting adjustments

470

500

Segment Operating Profit

$     2,346

$     2,257

Segment Operating Profit Margin

11.2 %

11.4 %

Reconciliation to adjusted segment operating profit:

Restructuring

(123)

(33)

Net significant and/or non-recurring items (1)

(26)

182

Adjusted Segment Operating Profit

$     2,495

$     2,108

Adjusted Segment Operating Profit Margin

11.9 %

10.7 %

(1)   Refer to “Non-GAAP Financial Adjustments” below for a description of these adjustments.

 


RTX Corporation

Free Cash Flow Reconciliation


Quarter Ended March 31,

(Unaudited)


(dollars in millions)


2025


2024

Net cash flows provided by operating activities

$              1,305

$                 342

Capital expenditures

(513)

(467)

Free cash flow

$                 792

$                (125)

 


RTX Corporation

Reconciliation of Adjusted (Non-GAAP) Results 

Organic Sales Reconciliation


Quarter ended March 31, 2025
 compared to the Quarter Ended March 31, 2024

(Unaudited)


(dollars in millions)


Total Reported
Change


Acquisitions &
Divestitures
Change


FX / Other
Change (2)


Organic Change


Prior Year
Adjusted Sales (1)


Organic Change
as a % of
Adjusted Sales

Collins Aerospace

$                 544

$                 (32)

$                 (16)

$                 592

$              6,673

9 %

Pratt & Whitney

910

—

(20)

930

6,456

14 %

Raytheon

(319)

(460)

(5)

146

6,659

2 %

Eliminations and Other (3)

(134)

—

13

(147)

(483)

30 %

Consolidated

$              1,001

$               (492)

$                 (28)

$              1,521

$            19,305

8 %

(1)

For the full Non-GAAP reconciliation of adjusted sales refer to “Reconciliation of Adjusted (Non-GAAP) Results – Adjusted Sales, Adjusted Operating Profit & Operating Profit Margin.”

(2)

Includes other significant non-operational items and/or significant operational items that may occur at irregular intervals.

(3)

FX/Other Change includes the transactional impact of foreign exchange hedging at Pratt & Whitney Canada, which is included in Pratt & Whitney’s FX/Other Change, but excluded for Consolidated RTX.

Non-GAAP Financial Adjustments


Non-GAAP Adjustments


Description

Segment and portfolio transformation and divestiture costs

The quarters ended March 31, 2025 and 2024 include certain segment and portfolio transformation costs incurred in connection with the 2023 completed segment realignment as well as separation costs incurred in advance of the completion of certain divestitures. 

Charge associated with initiating alternative titanium sources

The quarter ended March 31, 2024 includes a net pre-tax charge of $0.2 billion related to the recognition of unfavorable purchase commitments and an impairment of contract fulfillment costs associated with initiating alternative titanium sources at Collins. These charges were recorded as a result of the Canadian government’s imposition of new sanctions in February 2024, which included U.S.- and German-based Russian-owned entities from which we source titanium for use in our Canadian operations. Management has determined that these impacts are directly attributable to the sanctions, incremental to similar costs incurred for reasons other than those related to the sanctions and has determined that the nature of the charge is considered significant and unusual, and therefore, not indicative of the Company’s ongoing operational performance.

Gain on sale of business, net of transaction and other related costs

The quarter ended March 31, 2024 includes a pre-tax gain, net of transaction and other related costs, of $0.4 billion associated with the completed sale of the Cybersecurity, Intelligence and Services (CIS) business at Raytheon. Management has determined that the nature of the net gain on the divestiture is considered significant and non-operational and therefore, not indicative of the Company’s ongoing operational performance.

Tax audit settlements

The quarter ended March 31, 2025 includes a tax benefit of $26 million and a pre-tax benefit on the reversal of $43 million of interest accruals both recognized as a result of the closure of the examination phase of multiple state tax audits. The quarter ended March 31, 2024 includes a tax benefit of $0.3 billion recognized as a result of the closure of the examination phase of multiple federal tax audits. In addition, in the quarter ended March 31, 2024 there was a pre-tax charge of $68 million for the write-off of certain tax related indemnity receivables and a pre-tax gain on the reversal of $78 million of interest accruals, both directly associated with these tax audit settlements. Management has determined that the nature of these impacts related to the tax audit settlements is considered significant and non-operational and therefore, not indicative of the Company’s ongoing operational performance.

International tax matter

The quarter ended March 31, 2025 includes the impact of an unfavorable decision related to an international tax matter for the years ended December 31, 2015 to December 31, 2019, which resulted in interest expense, net of $35 million and a tax benefit of $8 million. Management has determined that the nature of this impact is considered significant and non-operational and therefore, not indicative of the Company’s ongoing operational performance.

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202.384.2474

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SOURCE RTX

Posted on

Genuine Parts Company Reports First Quarter 2025 Results and Reaffirms Full-Year Outlook

PR Newswire

  • Sales of $5.9 billion
  • Diluted EPS of $1.40
  • Adjusted Diluted EPS of $1.75
  • Reaffirms 2025 Outlook:

    • Revenue Growth of 2% to 4% 
    • Adjusted Diluted EPS of $7.75 to $8.25


ATLANTA
, April 22, 2025 /PRNewswire/ — Genuine Parts Company (NYSE: GPC), a leading global service provider of automotive and industrial replacement parts and value-added solutions, announced today its results for the first quarter ended March 31, 2025.

“We had a solid start to 2025, despite the tariffs and trade dynamics that are impacting the operating landscape,” said Will Stengel, President and Chief Executive Officer. “We remain focused on what we can control—excellent customer service and our strategic initiatives to improve the business. I am proud of our teammates across the globe and want to thank them for their dedication to serving our customers.”


First Quarter 2025 Results

Sales were $5.9 billion, a 1.4% increase compared to $5.8 billion in the same period of the prior year. The improvement is attributable to a 3.0% benefit from acquisitions, partially offset by a 0.8% decrease in comparable sales and a 0.8% net unfavorable impact of foreign currency and other. The first quarter included one less selling day in the U.S. versus the same period of the prior year, which negatively impacted sales growth and comparable sales growth by approximately 1.1%.

Net income was $194 million, or $1.40 per diluted earnings per share. This compares to net income of $249 million, or $1.78 per diluted share in the prior year period.

Adjusted net income was $243 million, or $1.75 per diluted earnings per share. Adjusted net income excludes a net expense of $49 million after tax adjustments, or $0.35 per diluted share, which relates to costs associated with the company’s global restructuring initiative and the ongoing integration of acquired independent automotive stores. This compares to adjusted net income of $311 million, or $2.22 per diluted share in the prior year period. Refer to the reconciliation of GAAP net income to adjusted net income and GAAP diluted earnings per share to adjusted diluted earnings per share for more information.


First Quarter 2025 Segment Highlights

Automotive Parts Group (“Automotive”)

Global Automotive sales were $3.7 billion, up 2.5% from the same period in 2024. The improvement is attributable to a 4.1% benefit from acquisitions, partially offset by 0.8% decrease in comparable sales and a 0.8% net unfavorable impact of foreign currency and other. The one less selling day in the U.S. compared to the prior year period negatively impacted Global Automotive sales growth and comparable sales growth by approximately 0.9%. Segment EBITDA of $286 million decreased 10.7%, with segment EBITDA margin of 7.8%, down 110 basis points from the same period of the prior year.

Industrial Parts Group (“Industrial”)

Industrial sales were $2.2 billion, down 0.4% from the same period in 2024, with a 1.3% benefit from acquisitions, offset by a 0.7% decrease in comparable sales and 1.0% unfavorable impact of foreign currency. The one less selling day in the U.S. compared to the prior year period negatively impacted Global Industrial sales growth and comparable sales growth by approximately 1.5%. Segment EBITDA was in-line with the prior year period at $279 million, with segment EBITDA margin of 12.7%, up 10 basis points from the same period of the prior year.


Balance Sheet, Cash Flow and Capital Allocation

The company’s cash flow from operations decreased $41 million for the first three months of 2025 mostly due to lower net income and working capital changes primarily driven by seasonal sales and purchasing trends. Net cash used in investing activities was $155 million, including $120 million for capital expenditures and $74 million for acquisitions. Net cash provided by financing activities was $129 million, including $772 million in net proceeds of commercial paper, partially offset by $134 million for quarterly dividends paid to shareholders. Free cash flow decreased $161 million for the first three months of 2025. Refer to the reconciliation of GAAP net cash provided by operating activities to free cash flow for more information.

As of March 31, 2025, the company had $420 million in cash and cash equivalents, as well as $2 billion in undrawn capacity on the company’s Revolving Credit Agreement, before giving effect to commercial paper borrowings.


2025 Outlook

The company is reaffirming full-year 2025 guidance previously provided in its earnings release on February 18, 2025. The company considered its recent business trends and financial results, current growth plans, strategic initiatives, global economic outlook, geopolitical conflicts and the potential impact on results in updating its guidance, which is outlined in the table below.

The outlook below does not include impacts from new U.S. tariffs announced in the first quarter or any reciprocal tariffs, which are inherently difficult to predict given the high level of uncertainty regarding trade negotiations and responses that may occur in the future. In addition, the outlook does not include the previously announced one-time, non-cash charge the company expects to record when its U.S. pension plan termination settles (which is expected to occur in late 2025 or in early 2026). This one-time, non-cash charge is not included in the 2025 outlook due to the uncertainty regarding when the termination of the plan will ultimately settle. However, to the extent the one-time, non-cash charge is recognized in 2025, diluted earnings per share in the table below will be impacted. The one-time, non-cash charge will not impact adjusted diluted earnings per share. See footnote one below for additional information.

For the Year Ending December 31, 2025

Total sales growth

2% to 4%

Automotive sales growth

2% to 4%

Industrial sales growth

2% to 4%

Diluted earnings per share(1)

$6.95 to $7.45

Adjusted diluted earnings per share

$7.75 to $8.25

Effective tax rate

Approximately 24%

Net cash provided by operating activities

$1.2 billion to $1.4 billion

Free cash flow

$800 million to $1.0 billion


(1)


As noted above, GAAP (as defined below) diluted earnings per share outlook for 2025 does not include the potential impact of the one-time, non-cash charge the company will incur upon settlement of its U.S. pension plan termination given the timing uncertainty. The pension plan settlement process involves several regulatory steps and approvals. Subject to completion of these steps and approvals, settlement is expected between late 2025 and early 2026. The one-time, non-cash charge to be recognized at settlement will be equal to the actuarial losses accumulated in accumulated other comprehensive income, which totaled approximately $735 million ($540 million, net of tax) as of December 31, 2024. The actual amount of the settlement charges will depend on the valuation of the pension obligation at the settlement date, which is dependent upon interest rates, the lump sum election rate, the cost to purchase annuities, U.S. pension plan asset returns, and other factors. Additional information can be found in the Employee Benefits Plans footnote to the company’s consolidated financial statements to be included in its Annual Report on Form 10-K for the year ended December 31, 2024. In addition, given the bespoke nature of the one-time, non-cash charge, which is not representative of the company’s continuing operations, non-GAAP adjusted diluted earnings per share will exclude the impact of the one-time, non-cash charge.


Non-GAAP Information

This release contains certain financial information not derived in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). These items include adjusted net income, adjusted diluted net income per common share and free cash flow. The company believes that the presentation of adjusted net income, adjusted diluted net income per common share and free cash flow, when considered together with the corresponding GAAP financial measures and the reconciliations to those measures, provide meaningful supplemental information to both management and investors that is indicative of the company’s core operations. The company considers these metrics useful to investors because they provide greater transparency into management’s view and assessment of the company’s ongoing operating performance by removing items management believes are not representative of our continuing operations and may distort our longer-term operating trends. For example, for the three months ended March 31, 2025, certain of the non-GAAP metrics contained herein exclude costs relating to our global restructuring initiative and ongoing integration of acquired independent automotive stores, which are one-time events that do not recur in the ordinary course of our business. We believe these measures are useful and enhance the comparability of our results from period to period and with our competitors, as well as show ongoing results from operations distinct from items that are infrequent or not associated with the company’s core operations. The company does not, nor does it suggest investors should, consider such non-GAAP financial measures as superior to, in isolation from, or as a substitute for, GAAP financial information. The company has included a reconciliation of this additional information to the most comparable GAAP measure following the financial statements below. We do not provide forward-looking guidance for certain financial measures on a GAAP basis because we are unable to predict certain items contained in the GAAP measures without unreasonable efforts. These items may include acquisition-related costs, litigation charges or settlements, impairment charges, and certain other unusual adjustments.


Comparable Sales

Comparable sales is a key metric that refers to period-over-period comparisons of our sales excluding the impact of acquisitions, foreign currency and other. Our calculation of comparable sales is computed using total business days for the period and is inclusive of both company-owned stores and sales to our independent owner’s stores. The company considers this metric useful to investors because it provides greater transparency into management’s view and assessment of the company’s core ongoing operations. This is a metric that is widely used by analysts, investors and competitors in our industry, however our calculation of the metric may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate this metric in the same manner.


Conference Call

Genuine Parts Company will hold a conference call today at 8:30 a.m. Eastern Time to discuss the results of the quarter. A supplemental earnings deck will also be available for reference. Interested parties may listen to the call and view the supplemental earnings deck on the company’s investor relations website. The call is also available by dialing 800-836-8184. A replay of the call will be available on the company’s website or toll-free at 888-660-6345, conference ID 30546#, two hours after the completion of the call.


About Genuine Parts Company

Established in 1928, Genuine Parts Company is a leading global service provider of automotive and industrial replacement parts and value-added solutions. Our Automotive Parts Group operates across the U.S., Canada, Mexico, Australasia, France, the U.K., Ireland, Germany, Poland, the Netherlands, Belgium, Spain and Portugal, while our Industrial Parts Group serves customers in the U.S., Canada, Mexico and Australasia. We keep the world moving with a vast network of over 10,700 locations spanning 17 countries supported by more than 63,000 teammates. Learn more at genpt.com.


Forward-Looking Statements

Some statements in this release, as well as in other materials we file with the Securities and Exchange Commission (SEC), release to the public, or make available on our website, constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements in the future tense and all statements accompanied by words such as “expect,” “likely,” “outlook,” “forecast,” “preliminary,” “would,” “could,” “should,” “position,” “will,” “project,” “intend,” “plan,” “on track,” “anticipate,” “to come,” “may,” “possible,” “assume,” or similar expressions are intended to identify such forward-looking statements. These forward-looking statements include our view of business and economic trends for the remainder of the year, our expectations regarding our ability to capitalize on these business and economic trends and to execute our strategic priorities, and the updated full-year 2025 financial guidance provided above. Senior officers may also make verbal statements to analysts, investors, the media and others that are forward-looking.

We caution you that all forward-looking statements involve risks and uncertainties, and while we believe that our expectations for the future are reasonable in view of currently available information, you are cautioned not to place undue reliance on our forward-looking statements. Actual results or events may differ materially from those indicated as a result of various important factors. Such factors may include, among other things, changes in general economic conditions, including unemployment, inflation (including the direct and indirect impact of tariffs and other similar measures, as well as the potential impact of retaliatory tariffs and other similar actions) or deflation, financial institution disruptions and geopolitical conflicts such as the conflict between Russia and Ukraine, the conflict in the Gaza strip and other unrest in the Middle East; volatility in oil prices; significant cost increases, such as rising fuel and freight expenses; public health emergencies, including the effects on the financial health of our business partners and customers, on supply chains and our suppliers, on vehicle miles driven as well as other metrics that affect our business, and on access to capital and liquidity provided by the financial and capital markets; our ability to maintain compliance with our debt covenants; our ability to successfully integrate acquired businesses into our operations and to realize the anticipated synergies and benefits; our ability to successfully implement our business initiatives in our two business segments; slowing demand for our products; the ability to maintain favorable supplier arrangements and relationships; changes in national and international legislation or government regulations or policies, including changes to import tariffs, environmental and social policy, infrastructure programs and privacy legislation, and their direct and indirect impact to us, our suppliers and customers; changes in tax policies; volatile exchange rates; our ability to successfully attract and retain employees in the current labor market; uncertain credit markets and other macroeconomic conditions; competitive product, service and pricing pressures; failure or weakness in our disclosure controls and procedures and internal controls over financial reporting; the uncertainties and costs of litigation; disruptions caused by a failure or breach of our information systems, as well as other risks and uncertainties discussed in our Annual Report on Form 10-K for the year ended December 31, 2024 and from time to time in our subsequent filings with the SEC.

Forward-looking statements speak only as of the date they are made, and we undertake no duty to update any forward-looking statements except as required by law. You are advised, however, to review any further disclosures we make on related subjects in our subsequent Forms 10-K, 10-Q, 8-K and other reports filed with the SEC.


GENUINE PARTS COMPANY AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF INCOME


(UNAUDITED)

 

Three Months Ended March 31,

(in thousands, except per share data)

2025

2024

Net sales

$     5,866,069

$     5,783,631

Cost of goods sold

3,692,385

3,708,976

Gross profit

2,173,684

2,074,655

Operating expenses:

Selling, administrative and other expenses

1,709,679

1,574,927

Depreciation and amortization

115,435

90,610

Provision for doubtful accounts

5,855

6,211

Restructuring and other costs

54,770

83,042

Total operating expenses

1,885,739

1,754,790

Non-operating expenses (income):

Interest expense, net

37,216

17,690

Other

(908)

(23,006)

Total non-operating expenses (income)

36,308

(5,316)

Income before income taxes

251,637

325,181

Income taxes

57,245

76,287

Net income

$        194,392

$        248,894

Dividends declared per common share

$              1.03

$              1.00

Basic earnings per share

$              1.40

$              1.79

Diluted earnings per share

$              1.40

$              1.78

Weighted average common shares outstanding

138,783

139,429

Dilutive effect of stock options and non-vested restricted stock awards

417

667

Weighted average common shares outstanding – assuming dilution

139,200

140,096

 


GENUINE PARTS COMPANY AND SUBSIDIARIES


SEGMENT INFORMATION


(UNAUDITED)

 

The following table presents a reconciliation from EBITDA to net income:

 

Three Months Ended March 31,

(in thousands)

2025

2024

Net sales:

Automotive

$   3,664,888

$       3,574,020

Industrial

2,201,181

2,209,611

Segment EBITDA:

Automotive

$      285,507

$          319,676

Industrial

278,711

278,987

Corporate EBITDA (1)

(91,125)

(82,140)

Interest expense, net

(37,216)

(17,690)

Depreciation and amortization

(115,435)

(90,610)

Other unallocated costs

(68,805)

(83,042)

Income before income taxes

251,637

325,181

Income taxes

(57,245)

(76,287)

Net income

$      194,392

$          248,894


(1)


Corporate EBITDA consists of costs related to our Corporate headquarter’s broad support to our business units and other costs that are managed centrally and not allocated to business segments. These include personnel and other costs for company-wide functions such as executive leadership, human resources, technology, cybersecurity, legal, corporate finance, internal audit, and risk management, as well as product liability costs and A/R Sales Agreement fees.

 

The following table presents a summary of the other unallocated costs:

 

Three Months Ended March 31,

(in thousands)

2025

2024

Other unallocated costs:

Restructuring and other costs (2)

$         (54,770)

$         (83,042)

Acquisition and integration related costs and other (3)

(14,035)

—

Total other unallocated costs

$         (68,805)

$         (83,042)


(2)

Amount reflects costs related to our global restructuring initiative which includes a voluntary retirement offer in the U.S. in 2024 and rationalization and optimization of certain distribution centers, stores and other facilities.


(3)

Amount primarily reflects lease and other exit costs related to the ongoing integration of acquired independent automotive stores.

 


GENUINE PARTS COMPANY AND SUBSIDIARIES


CONDENSED CONSOLIDATED BALANCE SHEETS


(UNAUDITED)

 

(in thousands, except share and per share data)

March 31, 2025

December 31, 2024


Assets

Current assets:

Cash and cash equivalents

$                 420,447

$                 479,991

Trade accounts receivable, less allowance for doubtful accounts (2025 – $68,332; 2024 – $68,976)

2,507,216

2,182,856

Merchandise inventories, net

5,632,947

5,514,427

Prepaid expenses and other current assets

1,653,778

1,675,310

Total current assets

10,214,388

9,852,584

Goodwill

2,985,719

2,897,270

Other intangible assets, less accumulated amortization

1,840,396

1,799,031

Property, plant and equipment, less accumulated depreciation (2025 – $1,839,494; 2024 – $1,771,785)

1,986,807

1,950,760

Operating lease assets

1,829,113

1,769,720

Other assets

960,782

1,013,340

Total assets

$            19,817,205

$            19,282,705


Liabilities and equity

Current liabilities:

Trade accounts payable

$              6,011,293

$              5,923,684

Short-term borrowings

813,936

41,705

Current portion of long-term debt

—

500,000

Dividends payable

142,951

134,355

Other current liabilities

1,917,020

1,925,636

Total current liabilities

8,885,200

8,525,380

Long-term debt

3,775,858

3,742,640

Operating lease liabilities

1,512,488

1,458,391

Pension and other post–retirement benefit liabilities

220,031

218,629

Deferred tax liabilities

427,593

441,705

Other long-term liabilities

531,472

544,109

Equity:

Preferred stock, par value – $1 per share; authorized – 10,000,000 shares; none issued

—

—

Common stock, par value – $1 per share; authorized – 450,000,000 shares; issued and outstanding – 2025 – 138,788,979 shares; 2024 – 138,779,664 shares

138,789

138,780

Additional paid-in capital

204,595

196,532

Accumulated other comprehensive loss

(1,208,730)

(1,261,743)

Retained earnings

5,315,279

5,263,838

Total parent equity

4,449,933

4,337,407

Noncontrolling interests in subsidiaries

14,630

14,444

Total equity

4,464,563

4,351,851

Total liabilities and equity

$            19,817,205

$            19,282,705

 


GENUINE PARTS COMPANY AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)

 

(in thousands)

Three Months Ended March 31,

2025

2024


Operating activities:

Net income

$    194,392

$    248,894

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Depreciation and amortization

115,435

90,610

Share-based compensation

8,574

8,564

Excess tax benefits from share-based compensation

(182)

(3,461)

Other operating activities, including changes in operating assets and liabilities

(359,046)

(26,301)

Net cash (used in) provided by operating activities

(40,827)

318,306


Investing activities:

Purchases of property, plant and equipment

(119,840)

(115,690)

Proceeds from sale of property, plant and equipment

15,814

68,462

Acquisitions of businesses

(74,127)

(134,677)

Proceeds from divestitures of businesses

—

3,381

Other investing activities

23,335

80

Net cash used in investing activities

(154,818)

(178,444)


Financing activities:

Proceeds from debt

20,011

14

Payments on debt

(522,352)

(660)

Net proceeds of commercial paper

772,108

—

Shares issued from employee incentive plans

(502)

(2,211)

Dividends paid

(134,355)

(132,635)

Purchases of stock

—

(37,500)

Other financing activities

(6,168)

(2,231)

Net cash provided by (used in) financing activities

128,742

(175,223)

Effect of exchange rate changes on cash and cash equivalents

7,359

(17,058)

Net decrease in cash and cash equivalents

(59,544)

(52,419)

Cash and cash equivalents at beginning of period

479,991

1,102,007

Cash and cash equivalents at end of period

$    420,447

$ 1,049,588

 


GENUINE PARTS COMPANY AND SUBSIDIARIES


RECONCILIATION OF GAAP NET INCOME TO ADJUSTED NET INCOME AND GAAP DILUTED NET
INCOME PER COMMON SHARE TO ADJUSTED DILUTED NET INCOME PER COMMON SHARE


(UNAUDITED)

 

The table below represents a reconciliation from GAAP net income to adjusted net income:

 

Three Months Ended March 31,

(in thousands)

2025

2024

GAAP net income

$        194,392

$        248,894

Adjustments:

Restructuring and other costs (1)

54,770

83,042

Acquisition and integration related costs and other (2)

14,035

—

Total adjustments

68,805

83,042

Tax impact of adjustments (3)

(20,124)

(21,038)

Adjusted net income

$        243,073

$        310,898

 

The table below represent amounts per common share assuming dilution:

 

Three Months Ended March 31,

(in thousands, except per share data)

2025

2024

GAAP diluted net income per common share

$              1.40

$              1.78

Adjustments:

Restructuring and other costs (1)

0.39

0.59

Acquisition and integration related costs and other (2)

0.10

—

Total adjustments

0.49

0.59

Tax impact of adjustments (3)

(0.14)

(0.15)

Adjusted diluted net income per common share

$              1.75

$              2.22

Weighted average common shares outstanding – assuming dilution

139,200

140,096


(1)

Amount reflects costs related to our global restructuring initiative which includes a voluntary retirement offer in the U.S. in 2024 and rationalization and optimization of certain distribution centers, stores and other facilities.


(2)

Amount primarily reflects lease and other exit costs related to the ongoing integration of acquired independent automotive stores.


(3)

We determine the tax effect of non-GAAP adjustments by considering the tax laws and statutory income tax rates applicable in the tax jurisdictions of the underlying non-GAAP adjustments, including any related valuation allowances. For the three months ended March 31, 2025, we applied the statutory income tax rates to the taxable portion of all of our adjustments, which resulted in a favorable tax impact of $20 million.

 

The table below clarifies where the items that have been adjusted above to improve comparability of the
financial information from period to period are presented in the condensed consolidated statements of income.

 

Three Months Ended March 31,

(in thousands)

2025

2024

Line item:

Selling, administrative and other expenses

$          14,035

$                 —

Restructuring and other costs

54,770

83,042

Total adjustments

$          68,805

$          83,042

 


GENUINE PARTS COMPANY AND SUBSIDIARIES


CHANGE IN NET SALES SUMMARY


(UNAUDITED)

 

Three Months Ended March 31, 2025

Comparable
Sales

Acquisitions

Foreign
Currency

Other

GAAP Total
Net Sales

Automotive

(0.8) %

4.1 %

(1.9) %

1.1 %

2.5 %

Industrial

(0.7) %

1.3 %

(1.0) %

— %

(0.4) %


Total Net Sales


(0.8) %


3.0 %


(1.5) %


0.7 %


1.4 %

 


GENUINE PARTS COMPANY AND SUBSIDIARIES


RECONCILIATION OF GAAP NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW


(UNAUDITED)

 

Three Months Ended March 31,

(in thousands)

2025

2024

Net cash (used in) provided by operating activities

$                       (40,827)

$                      318,306

Purchases of property, plant and equipment

(119,840)

(115,690)


Free Cash Flow

$                     (160,667)

$                      202,616

 

For the Year Ending December 31, 2025

Net cash provided by operating activities

$1.2 billion to $1.4 billion

Purchases of property, plant and equipment

$400 million to $450 million


Free Cash Flow

$800 million to $1.0 billion

 

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SOURCE Genuine Parts Company

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Somnigroup International Announces New Chief Human Resources Officer

PR Newswire


DALLAS
, April 22, 2025 /PRNewswire/ — Somnigroup International Inc. (NYSE: SGI, “Company” or “Somnigroup”) today announced that Kindel Nuño has joined the Somnigroup executive team as its Chief Human Resources Officer, effective May 5, 2025.  Ms. Nuño will report to Scott Thompson, the Chairman, President and CEO of Somnigroup.

“During her tenure as Mattress Firm’s Executive Vice President, Legal and General Counsel, Kindel has developed a deep understanding of a retail business through the eyes of its people and culture,” Thompson remarked. “She has worked in partnership with the executive team and Board of Directors to implement strategic initiatives in compliance not only with rules and regulations, but also with an eye to the impact on Mattress Firm’s most valuable asset, its people. In this new role, Kindel will have the opportunity to apply that understanding across the Somnigroup organization, as she leads the human resource and communications functions.”

About Somnigroup

Somnigroup (NYSE: SGI) is the world’s largest bedding company, dedicated to improving people’s lives through better sleep. With superior capabilities in design, manufacturing, distribution and retail, we deliver breakthrough sleep solutions and serve the evolving needs of consumers in more than 100 countries worldwide through our fully-owned businesses, Tempur Sealy, Mattress Firm and Dreams. Our portfolio includes the most highly recognized brands in the industry, including Tempur-Pedic®, Sealy®, Stearns & Foster®, and Sleepy’s®, and our global omni-channel platform enables us to meet consumers wherever they shop, offering a personal connection and innovation to provide a unique retail experience and tailored solutions.

We seek to deliver long-term value for our shareholders through prudent capital allocation, including managing investments in our businesses. We are guided by our core value of Doing the Right Thing and committed to our global responsibility to protect the environment and the communities in which we operate. For more information, please visit www.Somnigroup.com.

Somnigroup Investor Relations Contact

Aubrey Moore

Investor Relations
Somnigroup International Inc.
800-805-3635
[email protected]

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SOURCE Somnigroup International

Posted on

AECOM to provide comprehensive technical services for enhanced railway safety across England

AECOM to provide comprehensive technical services for enhanced railway safety across England

DALLAS–(BUSINESS WIRE)–
AECOM (NYSE: ACM), the trusted global infrastructure leader, today announced it has been awarded a position on Network Rail’s Asset Protection (ASPRO) support services framework for the North West & Central region. The three-year framework, with an optional two-year extension, will see AECOM supporting the region’s three ASPRO services teams to mitigate risks to the railway during third-party and outside-party organizations work on or near Network Rail-owned or operated infrastructure.

“AECOM is proud to support ASPRO services in the North West & Central region, continuing our longstanding relationship with Network Rail as we bring together our years of experience and deep bench of skillsets to bear,” says Mark Southwell, chief executive of AECOM’s global Transportation business. “As the industry’s top rail and mass transit firm, our teams possess the comprehensive technical capabilities to ensure safe, reliable improvement work by Network Rail partners across England.”

This appointment follows AECOM’s 18-year history of providing asset protection services for Network Rail and will involve work with key clients including local authorities, and train and freight operating companies. AECOM will be supported on the framework by SLC, building on its existing strong partnership and SLC’s experience in the development and delivery of third-party rail schemes for local authorities, developers and operators.

“Successfully navigating the processes within the rail sector to facilitate the execution of third-party and outside-party projects is crucial—it helps keep the operational rail environment safe and encourages future investment too,” said Nathan Campsall, Director of SLC. “Our people are experts at working in this area and we look forward to supporting the continued development and innovation of ASPRO services with AECOM and Network Rail.”

“We’re honored to partner with SLC as we extend our role on the next generation rail investments across the UK,” said Richard Whitehead, chief executive of AECOM’s Europe & India region. “We are committed to ensuring the highest standards of safety on every project we deliver, and our integrated expertise across transportation, program management and engineering prepares us to safeguard critical improvement operations along the UK’s busiest rail routes.

The framework covers a broad range of services, including program, project management, engineering, commercial, construction and project management office (PMO) roles. The appointment also follows AECOM and SLC’s delivery of a number of third-party funded rail schemes in recent years, including the West Midlands Rail Programme and the Northumberland Line project, which reopened for passenger travel in December 2024 after 60 years of solely transporting freight.

About AECOM

AECOM (NYSE: ACM) is the global infrastructure leader, committed to delivering a better world. As a trusted professional services firm powered by deep technical abilities, we solve our clients’ complex challenges in water, environment, energy, transportation and buildings. Our teams partner with public- and private-sector clients to create innovative, sustainable and resilient solutions throughout the project lifecycle – from advisory, planning, design and engineering to program and construction management. AECOM is a Fortune 500 firm that had revenue of $16.1 billion in fiscal year 2024. Learn more at aecom.com.

Forward Looking Statements

All statements in this communication other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any statements of the plans, strategies and objectives for future operations, profitability, strategic value creation, capital allocation strategy including stock repurchases, risk profile and investment strategies, and any statements regarding future economic conditions or performance, and the expected financial and operational results of AECOM. Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, but are not limited to, the following: our business is cyclical and vulnerable to economic downturns and client spending reductions; potential government shutdowns, changes in administration or other funding directives and circumstances that may cause governmental agencies to modify, curtail or terminate our contracts; losses under fixed-price contracts; limited control over operations that run through our joint venture entities; liability for misconduct by our employees or consultants; changes in government laws, regulations and policies, including failure to comply with laws or regulations applicable to our business; maintaining adequate surety and financial capacity; potential high leverage and inability to service our debt and guarantees; ability to continue payment of dividends; exposure to political and economic risks in different countries, including tariffs and trade policies, geopolitical events, and conflicts; inflation, currency exchange rates and interest rate fluctuations; changes in capital markets and stock market volatility; retaining and recruiting key technical and management personnel; legal claims and litigation; inadequate insurance coverage; environmental law compliance and adequate nuclear indemnification; unexpected adjustments and cancellations related to our backlog; partners and third parties who may fail to satisfy their legal obligations; managing pension costs; AECOM Capital real estate development projects; cybersecurity issues, IT outages and data privacy; risks associated with the benefits and costs of the sale of our Management Services and self-perform at-risk civil infrastructure, power construction and oil and gas businesses, including the risk that any purchase adjustments from those transactions could be unfavorable and result in any future proceeds owed to us as part of the transactions could be lower than we expect; as well as other additional risks and factors that could cause actual results to differ materially from our forward-looking statements set forth in our reports filed with the Securities and Exchange Commission. Any forward-looking statements are made as of the date hereof. We do not intend, and undertake no obligation, to update any forward-looking statement.

Media Contact:

Brendan Ranson-Walsh

Senior Vice President, Global Communications

1.213.996.2367

[email protected]

Investor Contact:

Will Gabrielski

Senior Vice President, Finance, Treasurer

1.213.593.8208

[email protected]

KEYWORDS: Europe United States United Kingdom North America Texas

INDUSTRY KEYWORDS: Manufacturing Construction & Property Other Transport Rail Transport Utilities Environment Energy Engineering Other Construction & Property Sustainability

MEDIA:

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Verizon delivered strong financial growth with industry-leading wireless service revenue in 1Q 2025

Customer segmentation strategy is a key driver of 
successful financial performance

Verizon remains confident in full-year 2025 guidance

Key 1Q 2025 Highlights

  • Industry-leading total wireless service revenue1 of $20.8 billion
  • Best wireless retail core prepaid2 net additions since the TracFone acquisition
  • Continued to take broadband market share with strong demand for Fios and fixed wireless access
  • Verizon exits first quarter with momentum in both mobility and broadband

NEW YORK, April 22, 2025 (GLOBE NEWSWIRE) — Verizon Communications Inc. (NYSE, Nasdaq: VZ) today reported strong financial performance for the first-quarter of 2025, fueled by innovative and segmented product offerings that meet the ever-changing needs of consumers and businesses across market sectors. The company’s strategically designed portfolio of diversified wireless and broadband products and adjacent services positioned Verizon for a successful quarter, as well as resiliency in any economic environment. With a focus on growing connections and strengthening customer relationships, the company’s strategic and disciplined approach drove success across its three priorities of growing wireless service revenue, expanding adjusted EBITDA3 and generating strong free cash flow3. Verizon remains confident in achieving its 2025 goals and delivering on its full-year guidance.

“Verizon plays an essential role in our customers’ lives and our differentiated value proposition delivers what customers want and need, on their terms,” said Verizon Chairman and CEO Hans Vestberg. “We continue to drive our multi-year customer-first strategy, launching new programs such as our 3-year price lock and free phone guarantee for consumers and My Biz Plan for small and medium sized businesses. With our high quality customer base, network superiority and position of financial strength, we have the momentum and flexibility to continue innovating to meet customer needs and invest for growth.”

1Q 2025 Highlights

Consolidated: Improved earnings per share (EPS), revenue and net income in first-quarter 2025, highlighting strong financials

  • EPS of $1.15 in first-quarter 2025 compared to EPS of $1.09 in first-quarter 2024; adjusted EPS3, excluding special items, of $1.19 compared to $1.15 in first-quarter 2024.
  • Total operating revenue of $33.5 billion in first-quarter 2025, up 1.5 percent year over year.
  • Cash flow from operations totaled $7.8 billion in first-quarter 2025, up from $7.1 billion in first-quarter 2024.
  • Free cash flow3 was $3.6 billion in first-quarter 2025, up from $2.7 billion in first-quarter 2024.
  • Consolidated net income for first-quarter 2025 was $5.0 billion compared to $4.7 billion in first-quarter 2024. Consolidated adjusted EBITDA3 was $12.6 billion in first-quarter 2025 compared to $12.1 billion in first-quarter 2024.
  • Verizon’s total unsecured debt as of the end of first-quarter 2025 was $117.3 billion, compared to $117.9 billion at the end of fourth-quarter 2024 and $128.4 billion at the end of first-quarter 2024. The company’s net unsecured debt3 at the end of first-quarter 2025 was $115.1 billion. At the end of first-quarter 2025, Verizon’s ratio of unsecured debt to net income (LTM) was 6.4 times and net unsecured debt to consolidated adjusted EBITDA ratio3 was 2.3 times.

Mobility: Industry-leading wireless service revenue in first-quarter 2025

  • Total wireless service revenue1 in first-quarter 2025 was an industry-leading $20.8 billion, up 2.7 percent year over year.
  • Wireless equipment revenue of $5.4 billion in first-quarter 2025, up 0.7 percent year over year.
  • Total postpaid phone net losses of 289,000 in first-quarter 2025 compared to 114,000 postpaid phone net losses in first-quarter 2024.

Broadband: Verizon continued to take broadband market share with strong demand for best in class Fios and fixed wireless access offerings

  • Broadband net additions of 339,000 in first-quarter 2025.
  • Total fixed wireless access net additions of 308,000 in first-quarter 2025, growing the base to over 4.8 million fixed wireless access subscribers. The company is well-positioned to achieve the next milestone of 8 to 9 million fixed wireless access subscribers by 2028.
  • Fios internet net additions were 45,000 in first-quarter 2025 compared to 53,000 in first-quarter 2024.
  • Total broadband connections grew to more than 12.6 million as of the end of first-quarter 2025, representing a 13.7 percent increase year over year.

Verizon Consumer: Total revenue increases year over year to $25.6 billion in first-quarter 2025, driven by service revenue gains

  • Total Verizon Consumer revenue in first-quarter 2025 was $25.6 billion, an increase of 2.2 percent year over year, predominantly driven by gains in wireless service revenue.
  • Consumer wireless service revenue in first-quarter 2025 was $17.2 billion, up 2.6 percent year over year.
  • Consumer wireless retail postpaid churn was 1.13 percent in first-quarter 2025, and wireless retail postpaid phone churn was 0.90 percent.
  • Consumer wireless postpaid average revenue per account (ARPA) of $146.46 in first-quarter 2025, an increase of 3.6 percent year over year.
  • In first-quarter 2025, Consumer reported 356,000 wireless retail postpaid phone net losses compared to 194,000 postpaid phone net losses in first-quarter 2024.
  • In first-quarter 2025, Consumer reported 137,000 wireless retail core prepaid2 net additions compared to 131,000 net losses in first-quarter 2024.
  • Consumer reported 199,000 fixed wireless net additions and 41,000 Fios Internet net additions in first-quarter 2025. Consumer Fios revenue was $2.9 billion in first-quarter 2025.
  • In first-quarter 2025, Consumer operating income was $7.4 billion, an increase of 0.7 percent year over year, and segment operating income margin was 29.0 percent, compared to 29.4 percent in first-quarter 2024. Segment EBITDA3 in first-quarter 2025 was $11.0 billion, an increase of 2.7 percent year over year. These results were driven by improvements in Consumer wireless service revenue. Segment EBITDA margin3 in first-quarter 2025 was 42.8 percent compared to 42.6 percent in first-quarter 2024.

Verizon Business:
Operating income increases with strong wireless service revenue growth

  • Total Verizon Business revenue was $7.3 billion in first-quarter 2025, a decrease of 1.2 percent year over year.
  • Business wireless service revenue in first-quarter 2025 was $3.6 billion, an increase of 2.8 percent year over year.
  • Business reported 94,000 wireless retail postpaid net additions in first-quarter 2025. This result included 67,000 postpaid phone net additions.
  • Business wireless retail postpaid churn was 1.52 percent in first-quarter 2025, and wireless retail postpaid phone churn was 1.15 percent.
  • Business reported 109,000 fixed wireless net additions in first-quarter 2025.
  • In first-quarter 2025, Verizon Business operating income was $664 million, an increase of 66.4 percent year over year, resulting in segment operating income margin of 9.1 percent, an increase from 5.4 percent in first-quarter 2024. Segment EBITDA3 in first-quarter 2025 was $1.7 billion, an increase of 10.3 percent year over year. Segment EBITDA margin3 in first-quarter 2025 was 23.1 percent, an increase from 20.7 percent in first-quarter 2024.

Outlook and guidance

The company does not provide a reconciliation for certain of the following adjusted (non-GAAP) forecasts because it cannot, without unreasonable effort, predict the special items that could arise, and the company is unable to address the probable significance of the unavailable information.

For 2025, Verizon continues to expect the following:

  • Total wireless service revenue1 growth of 2.0 percent to 2.8 percent.
  • Adjusted EBITDA3 growth of 2.0 percent to 3.5 percent.
  • Adjusted EPS3 growth of 0 to 3.0 percent.
  • Cash flow from operations of $35.0 billion to $37.0 billion.
  • Capital expenditures between $17.5 billion and $18.5 billion.
  • Free cash flow3 of $17.5 billion to $18.5 billion.

Our 2025 financial guidance does not reflect any assumptions regarding the potential impacts of the evolving tariff environment.

1
Total wireless service revenue represents the sum of Consumer and Business segments. Reflects the reclassification of recurring device protection and insurance related plan revenues from other revenue into wireless service revenue in the first quarter of 2025. Where applicable, historical results have been recast to conform to the current period presentation.

2
Represents total prepaid results excluding our SafeLink brand.

3
Non-GAAP financial measure. See the accompanying schedules and www.verizon.com/about/investors for reconciliations of non-GAAP financial measures cited in this document to most directly comparable financial measures under generally accepted accounting principles (GAAP).

Verizon Communications Inc. (NYSE, Nasdaq: VZ) powers and empowers how its millions of customers live, work and play, delivering on their demand for mobility, reliable network connectivity and security. Headquartered in New York City, serving countries worldwide and nearly all of the Fortune 500, Verizon generated revenues of $134.8 billion in 2024. Verizon’s world-class team never stops innovating to meet customers where they are today and equip them for the needs of tomorrow. For more, visit verizon.com or find a retail location at verizon.com/stores.

VERIZON’S ONLINE MEDIA CENTER: News releases, stories, media contacts and other resources are available at verizon.com/news. News releases are also available through an RSS feed. To subscribe, visit www.verizon.com/about/rss-feeds/.

Forward-looking statements

In this communication we have made forward-looking statements. These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations. Forward-looking statements also include those preceded or followed by the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “forecasts,” “hopes,” “intends,” “plans,” “targets” or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The following important factors, along with those discussed in our filings with the Securities and Exchange Commission (the “SEC”), could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: the effects of competition in the markets in which we operate, including the inability to successfully respond to competitive factors such as prices, promotional incentives and evolving consumer preferences; failure to take advantage of, or respond to competitors’ use of, developments in technology, including artificial intelligence, and address changes in consumer demand; performance issues or delays in the deployment of our 5G network resulting in significant costs or a reduction in the anticipated benefits of the enhancement to our networks; the inability to implement our business strategy; adverse conditions in the U.S. and international economies, including inflation and changing interest rates in the markets in which we operate; changes to international trade and tariff policies and related economic and other impacts; cyberattacks impacting our networks or systems and any resulting financial or reputational impact; damage to our infrastructure or disruption of our operations from natural disasters, extreme weather conditions, acts of war, terrorist attacks or other hostile acts and any resulting financial or reputational impact; disruption of our key suppliers’ or vendors’ provisioning of products or services, including as a result of geopolitical factors or the potential impacts of global climate change; material adverse changes in labor matters and any resulting financial or operational impact; damage to our reputation or brands; the impact of public health crises on our business, operations, employees and customers; changes in the regulatory environment in which we operate, including any increase in restrictions on our ability to operate our networks or businesses; allegations regarding the release of hazardous materials or pollutants into the environment from our, or our predecessors’, network assets and any related government investigations, regulatory developments, litigation, penalties and other liability, remediation and compliance costs, operational impacts or reputational damage; our high level of indebtedness; significant litigation and any resulting material expenses incurred in defending against lawsuits or paying awards or settlements; an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations or adverse conditions in the credit markets affecting the cost, including interest rates, and/or availability of further financing; significant increases in benefit plan costs or lower investment returns on plan assets; changes in tax laws or regulations, or in their interpretation, or challenges to our tax positions, resulting in additional tax expense or liabilities; changes in accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings; and risks associated with mergers, acquisitions, divestitures and other strategic transactions, including our ability to consummate the proposed acquisition of Frontier Communications Parent, Inc. and obtain cost savings, synergies and other anticipated benefits within the expected time period or at all.

Non-GAAP Reconciliations – Consolidated Verizon

Consolidated EBITDA and Consolidated Adjusted EBITDA
(dollars in millions)
Unaudited   3 Mos.
Ended
3/31/25 		  3 Mos.
Ended
12/31/24 		  3 Mos.
Ended
9/30/24 		  3 Mos.
Ended
6/30/24 		  3 Mos.
Ended
3/31/24
                     
Consolidated Net Income   $ 4,983     $ 5,114     $ 3,411     $ 4,702   $ 4,722  
Add:                    
Provision for income taxes     1,490       1,454       891       1,332     1,353  
Interest expense     1,632       1,644       1,672       1,698     1,635  
Depreciation and amortization expense(1)     4,577       4,506       4,458       4,483     4,445  
Consolidated EBITDA   $ 12,682     $ 12,718     $ 10,432     $ 12,215   $ 12,155  
                     
Add/(subtract):                    
Other (income) expense, net(2)   $ (121 )   $ (797 )   $ (72 )   $ 72   $ (198 )
Equity in (earnings) losses of unconsolidated businesses     (6 )     6       24       14     9  
Severance charges     —       —       1,733       —     —  
Asset and business rationalization     —       —       374       —     —  
Legacy legal matter     —       —       —       —     106  
      (127 )     (791 )     2,059       86     (83 )
Consolidated Adjusted EBITDA   $ 12,555     $ 11,927     $ 12,491     $ 12,301   $ 12,072  
Footnotes:                    
(1) Includes Amortization of acquisition-related intangible assets.
(2) Includes Pension and benefits remeasurement adjustments, where applicable.

 
Consolidated EBITDA and Consolidated Adjusted EBITDA (LTM)
(dollars in millions)
Unaudited   12 Mos. Ended
3/31/25 		  12 Mos. Ended
12/31/24
         
Consolidated Net Income   $ 18,210     $ 17,949  
Add:        
Provision for income taxes     5,167       5,030  
Interest expense     6,646       6,649  
Depreciation and amortization expense(1)     18,024       17,892  
Consolidated EBITDA   $ 48,047     $ 47,520  
         
Add/(subtract):        
Other income, net(2)   $ (918 )   $ (995 )
Equity in losses of unconsolidated businesses     38       53  
Severance charges     1,733       1,733  
Asset and business rationalization     374       374  
Legacy legal matter     —       106  
      1,227       1,271  
Consolidated Adjusted EBITDA   $ 49,274     $ 48,791  
         
Footnotes:
(1) Includes Amortization of acquisition-related intangible assets.
(2) Includes Pension and benefits remeasurement adjustments, where applicable.

 
Net Unsecured Debt and Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio
(dollars in millions)
Unaudited   3/31/25   12/31/24   3/31/24
             
Debt maturing within one year   $ 22,629     $ 22,633     $ 15,594  
Long-term debt     121,020       121,381       136,104  
Total Debt     143,649       144,014       151,698  
Less Secured debt     26,336       26,138       23,290  
Unsecured Debt     117,313       117,876       128,408  
Less Cash and cash equivalents     2,257       4,194       2,365  
Net Unsecured Debt   $ 115,056     $ 113,682     $ 126,043  
Consolidated Net Income (LTM)   $ 18,210     $ 17,949      
Unsecured Debt to Consolidated Net Income Ratio   6.4 x   6.6 x    
Consolidated Adjusted EBITDA (LTM)   $ 49,274     $ 48,791      
Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio   2.3 x   2.3 x    

 
Adjusted Earnings per Common Share (Adjusted EPS)
(dollars in millions, except per share amounts)
Unaudited   3 Mos. Ended 3/31/25   3 Mos. Ended 3/31/24
    Pre-tax Tax After-Tax     Pre-tax Tax After-Tax  
EPS         $ 1.15           $ 1.09  
Amortization of acquisition-related intangible assets   $ 190   $ (48 ) $ 142     0.03     $ 221   $ (56 ) $ 165     0.04  
Legacy legal matter     —     —     —     —       106     (27 )   79     0.02  
    $ 190   $ (48 ) $ 142   $ 0.03     $ 327   $ (83 ) $ 244   $ 0.06  
Adjusted EPS         $ 1.19           $ 1.15  
Footnote:                    
Adjusted EPS may not add due to rounding.

 
Free Cash Flow
(dollars in millions)
Unaudited   3 Mos. Ended
3/31/25 		  3 Mos. Ended
3/31/24
         
Net Cash Provided by Operating Activities   $ 7,782     $ 7,084  
Capital expenditures (including capitalized software)     (4,145 )     (4,376 )
Free Cash Flow   $ 3,637     $ 2,708  

 
Free Cash Flow Forecast
(dollars in millions)
Unaudited     12 Mos. Ended
12/31/25
       
Net Cash Provided by Operating Activities Forecast   $ 35,000 – 37,000
Capital expenditures forecast (including capitalized software)     (17,500 – 18,500)
Free Cash Flow Forecast   $ 17,500 – 18,500
       

Non-GAAP Reconciliations – Segments

Segment EBITDA and Segment EBITDA Margin        
         
Consumer        
(dollars in millions)
Unaudited   3 Mos. Ended
3/31/25 		  3 Mos. Ended
3/31/24
         
Operating Income   $ 7,424     $ 7,372  
Add Depreciation and amortization expense     3,543       3,309  
Segment EBITDA   $ 10,967     $ 10,681  
Year over year change %     2.7 %    
         
Total operating revenues   $ 25,618     $ 25,057  
Operating Income Margin     29.0 %     29.4 %
Segment EBITDA Margin     42.8 %     42.6 %

         
Business        
(dollars in millions)
Unaudited   3 Mos. Ended
3/31/25 		  3 Mos. Ended
3/31/24
         
Operating Income   $ 664     $ 399  
Add Depreciation and amortization expense     1,020       1,128  
Segment EBITDA   $ 1,684     $ 1,527  
Year over year change %     10.3 %    
         
Total operating revenues   $ 7,286     $ 7,376  
Operating Income Margin     9.1 %     5.4 %
Segment EBITDA Margin     23.1 %     20.7 %

Media contacts:

Katie Magnotta
201-602-9235
[email protected]

Jamie Serino
201-401-5460
[email protected]



Posted on

S&P Global Selects Linde for Sustainability Yearbook 2025

S&P Global Selects Linde for Sustainability Yearbook 2025

WOKING, England–(BUSINESS WIRE)–
Linde plc (Nasdaq: LIN) announced today that it has been recognized for its industry-leading sustainability performance through inclusion in the S&P Global Sustainability Yearbook 2025.

Based on S&P Global’s comprehensive Corporate Sustainability Assessment, the Sustainability Yearbook comprises companies scoring in the top 15% of their industry for sustainable business practices. In the review of 7,690 companies, Linde was ranked as one of the most sustainable businesses in the world and scored the highest of any industrial gases company.

“Sustainable practices are integrated into every aspect of Linde’s business – from reducing emissions with innovative solutions to community projects and robust governance practices,” said Erin Catapano, Vice President Sustainability, Linde. “We are proud that S&P Global continues to recognize the efforts of Linde’s employees in making our world more productive, sustainably.”

With its products, technologies and services, Linde helps its customers avoid more than 90 million metric tons of CO2 equivalents (CO2e) per year – more than double Linde’s own global emissions. Linde’s climate goals include its 2035 science-based absolute greenhouse gas emissions reduction target and its 2050 climate neutrality ambition. Linde is a participant in the United Nations Global Compact, is a constituent of the FTSE4Good Index and the Dow Jones Best-In-Class Indices (formerly the Dow Jones Sustainability Indices).

About Linde

Linde is a leading global industrial gases and engineering company with 2024 sales of $33 billion. We live our mission of making our world more productive every day by providing high-quality solutions, technologies and services which are making our customers more successful and helping to sustain, decarbonize and protect our planet.

The company serves a variety of end markets such as chemicals & energy, food & beverage, electronics, healthcare, manufacturing, metals and mining. Linde’s industrial gases and technologies are used in countless applications including production of clean hydrogen and carbon capture systems critical to the energy transition, life-saving medical oxygen and high-purity & specialty gases for electronics. Linde also delivers state-of-the-art gas processing solutions to support customer expansion, efficiency improvements and emissions reductions.

For more information about the company and its products and services, please visit linde.com

Investor Relations

Juan Pelaez

Phone: +1 203 837 2213

Email: [email protected]

Media Relations

Anna Davies

Phone: +44 1483 244705

Email: [email protected]

KEYWORDS: United Kingdom Europe

INDUSTRY KEYWORDS: Environment Finance Engineering Environmental Health Oil/Gas Professional Services Sustainability Alternative Energy Manufacturing Energy

MEDIA:

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Posted on

Pentair Reports Strong First Quarter 2025 Results

Pentair Reports Strong First Quarter 2025 Results

  • Sales of $1.0 billion
  • Operating income rose 12 percent to $203 million with ROS of 20.1 percent, an increase of 230 basis points compared to the prior year period; on an adjusted basis, operating income increased 12 percent to $243 million and ROS expanded 260 basis points to 24.0 percent
  • GAAP EPS increased 16 percent to $0.93 when compared to the prior year period and adjusted EPS rose 18 percent to $1.11
  • Repurchased $50 million of ordinary shares and increased dividend for the 49th consecutive year
  • The company updates its full year 2025 GAAP EPS guidance to approximately $4.27 to $4.42 and maintains EPS guidance on an adjusted basis of approximately $4.65 to $4.80

Reconciliations of GAAP to Non-GAAP measures are in the attached financial tables.

LONDON–(BUSINESS WIRE)–
Pentair plc (NYSE: PNR), a leader in helping the world sustainably move, improve and enjoy water, life’s most essential resource, today announced first quarter 2025 sales of $1.0 billion. Sales were down 1 percent compared to sales for the same period last year. Excluding currency translation, acquisitions and divestitures, core sales declined 1 percent in the first quarter. First quarter 2025 earnings per diluted share from continuing operations (“EPS”) were $0.93 compared to $0.80 in the first quarter of 2024, a 16 percent increase. On an adjusted basis, the Company reported first quarter 2025 EPS of $1.11 compared to $0.94 in the first quarter of 2024 reflecting an 18 percent increase. Adjusted operating income, reportable segment income, adjusted net income, free cash flow and adjusted EPS are described in the attached schedules.

John L. Stauch, Pentair’s President and Chief Executive Officer commented, “We delivered another strong quarter of earnings growth driven by continued execution and agility from our businesses and functional teams across our balanced water portfolio, inclusive of Transformation initiatives and 80/20 actions. We stayed resilient and moved with speed during the first quarter to mitigate tariff impacts including implementing price increases, pre-buying inventory and capping orders to manage our supply chain. I am very grateful for how our teams continue to rise to the challenge and deliver for customers while creating value for shareholders. We have strong cash flow, a solid balance sheet and a balanced capital allocation strategy. We continue to help our customers move, improve and enjoy water, life’s most essential resource, while also working to enhance shareholder returns.”

First quarter 2025 operating income was $203 million, up 12 percent compared to operating income for the first quarter of 2024, and return on sales (“ROS”) was 20.1 percent, an increase of 230 basis points when compared to the first quarter of 2024. On an adjusted basis, the Company had adjusted operating income of $243 million for the first quarter of 2025, up 12 percent compared to adjusted operating income for the first quarter of 2024, and ROS was 24.0 percent, an increase of 260 basis points when compared to the first quarter of 2024.

Flow sales were down 4 percent compared to sales for the same period last year. Excluding currency translation, acquisitions and divestitures, core sales declined 3 percent in the first quarter. Reportable segment income of $84 million was up 8 percent compared to the first quarter of 2024, and ROS was 22.7 percent, an increase of 260 basis points when compared to the first quarter of 2024.

Water Solutions sales were down 5 percent compared to sales for the same period last year. Excluding currency translation, acquisitions and divestitures, core sales declined 4 percent in the first quarter. Reportable segment income of $61 million was up 9 percent compared to the first quarter of 2024, and ROS was 23.5 percent, an increase of 310 basis points when compared to the first quarter of 2024.

Pool sales were up 7 percent compared to sales for the same period last year. Excluding currency translation, acquisitions and divestitures, core sales grew 4 percent in the first quarter. Reportable segment income of $126 million was up 14 percent compared to the first quarter of 2024, and ROS was 32.8 percent, an increase of 200 basis points when compared to the first quarter of 2024.

Net cash used for operating activities of continuing operations was $39 million for the quarter compared to $107 million in the first quarter of 2024. Free cash flow used for continuing operations for the quarter was $56 million compared to $127 million in the first quarter of 2024.

Pentair paid a regular cash dividend of $0.25 per share in the first quarter of 2025. Pentair previously announced on February 24, 2025 that it will pay a regular quarterly cash dividend of $0.25 per share on May 2, 2025 to shareholders of record at the close of business on April 18, 2025. This year marks the 49th consecutive year that Pentair has increased its dividend.

During the first quarter, the Company repurchased 0.6 million of ordinary shares for $50 million. As of March 31, 2025, we had $400 million available for share repurchases under our share repurchase authorization.

OUTLOOK

Mr. Stauch concluded, “During the first quarter, we began implementing price increases to offset the impact of enacted tariffs. We are ready to take additional actions should the tariff impact change. We are applying our prior inflationary learnings to manage our channel and maximize performance. We remain confident in our agility and ability to position our businesses to be successful in both the short-term and long-term and continue to deliver for all our stakeholders.”

The Company updated its estimated 2025 GAAP EPS from continuing operations to approximately $4.27 to $4.42, up approximately 14 percent to 18 percent compared to 2024, and maintained estimated EPS on an adjusted basis of approximately $4.65 to $4.80, up approximately 7 percent to 11 percent compared to 2024. The Company maintained its estimated full year 2025 sales of flat to up approximately 2 percent on a reported basis.

In addition, the Company introduces second quarter 2025 GAAP EPS from continuing operations guidance of approximately $1.24 to $1.28, up approximately 12 percent to 15 percent compared to the prior year period, and on an adjusted EPS basis of approximately $1.31 to $1.35, up approximately 7 percent to 11 percent compared to the prior year period. The Company expects second quarter sales to be up approximately 1 percent to 2 percent on a reported basis compared to the second quarter of 2024.

EARNINGS CONFERENCE CALL

Pentair President and Chief Executive Officer John L. Stauch and Chief Financial Officer Robert P. Fishman will discuss the Company’s first quarter 2025 results on a conference call with investors at 9:00 a.m. Eastern today. A live audio webcast of the call, along with the related presentation, can be accessed in the Investor Relations section of the Company’s website, www.pentair.com, shortly before the call begins.

Reconciliations of non-GAAP financial measures are set forth in the attachments to this release and in the presentations, each of which can be found on Pentair’s website. The webcast and presentations will be archived at the Company’s website following the conclusion of the event.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This release contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “positioned,” “strategy,” or “future” or words, phrases, or terms of similar substance or the negative thereof are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the overall global economic and business conditions impacting our business, including the strength of housing and related markets and conditions relating to international hostilities; supply, demand, logistics, competition and pricing pressures related to and in the markets we serve; the ability to achieve the benefits of our restructuring plans, cost reduction initiatives and Transformation Program; the impact of raw material, logistics and labor costs and other inflation; volatility in currency exchange rates and interest rates; failure of markets to accept new product introductions and enhancements; the ability to successfully identify, finance, complete and integrate acquisitions; risks associated with operating foreign businesses; the impact of seasonality of sales and weather conditions; our ability to comply with laws and regulations; the impact of changes in laws, regulations and administrative policy, including those that limit U.S. tax benefits or impact trade agreements and tariffs; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating and sustainability goals and targets. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024. All forward-looking statements, including all financial forecasts, speak only as of the date of this release. Pentair assumes no obligation, and disclaims any obligation, to update the information contained in this release.

ABOUT PENTAIR PLC

At Pentair, we help the world sustainably move, improve and enjoy water, life’s most essential resource. From our residential and commercial water solutions, to industrial water management and everything in between, Pentair is a core large cap value S&P 500 equity stock focused on smart, sustainable water solutions that help our planet and people thrive.

Pentair had revenue in 2024 of approximately $4.1 billion, and trades under the ticker symbol PNR. With approximately 9,750 global employees serving customers in more than 150 countries, we work to help improve lives and the environment around the world. To learn more, visit www.pentair.com.

 
 
 

Pentair plc and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

 

 

 

 

Three months ended

In millions, except per-share data

March 31,

2025

March 31,

2024

Net sales

$

1,010.4

 

$

1,017.2

 

Cost of goods sold

 

607.1

 

 

627.1

 

Gross profit

 

403.3

 

 

390.1

 

% of net sales

 

39.9

%

 

38.4

%

Selling, general and administrative expenses

 

176.6

 

 

185.2

 

% of net sales

 

17.5

%

 

18.2

%

Research and development expenses

 

23.6

 

 

24.1

 

% of net sales

 

2.3

%

 

2.4

%

Operating income

 

203.1

 

 

180.8

 

% of net sales

 

20.1

%

 

17.8

%

Other expense

 

 

Other expense

 

0.5

 

 

0.1

 

Net interest expense

 

19.7

 

 

27.3

 

% of net sales

 

1.9

%

 

2.7

%

Income from continuing operations before income taxes

 

182.9

 

 

153.4

 

Provision for income taxes

 

28.0

 

 

19.9

 

Effective tax rate

 

15.3

%

 

13.0

%

Net income from continuing operations

 

154.9

 

 

133.5

 

Loss from discontinued operations, net of tax

 

—

 

 

(0.2

)

Net income

$

154.9

 

$

133.3

 

Earnings per ordinary share

 

 

Basic

 

 

Continuing operations

$

0.94

 

$

0.80

 

Discontinued operations

 

—

 

 

—

 

Basic earnings per ordinary share

$

0.94

 

$

0.80

 

Diluted

 

 

Continuing operations

$

0.93

 

$

0.80

 

Discontinued operations

 

—

 

 

—

 

Diluted earnings per ordinary share

$

0.93

 

$

0.80

 

Weighted average ordinary shares outstanding

 

 

Basic

 

164.9

 

 

165.7

 

Diluted

 

166.3

 

 

167.2

 

Cash dividends paid per ordinary share

$

0.25

 

$

0.23

 

 
 
 
 

Pentair plc and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

 

 

 

 

March 31,

2025

December 31,

2024

In millions

Assets

Current assets

 

 

Cash and cash equivalents

$

140.6

$

118.7

Accounts receivable, net

 

831.2

 

565.2

Inventories

 

614.2

 

610.9

Other current assets

 

141.1

 

141.3

Total current assets

 

1,727.1

 

1,436.1

Property, plant and equipment, net

 

361.9

 

358.8

Other assets

 

 

Goodwill

 

3,310.5

 

3,286.6

Intangibles, net

 

1,022.5

 

1,033.8

Other non-current assets

 

325.2

 

331.2

Total other assets

 

4,658.2

 

4,651.6

Total assets

$

6,747.2

$

6,446.5

Liabilities and Equity

Current liabilities

 

 

Current maturities of short-term borrowings

$

—

$

9.3

Accounts payable

 

296.7

 

272.8

Employee compensation and benefits

 

93.4

 

116.2

Other current liabilities

 

522.6

 

496.8

Total current liabilities

 

912.7

 

895.1

Other liabilities

 

 

Long-term debt

 

1,835.7

 

1,638.7

Pension and other post-retirement compensation and benefits

 

60.6

 

61.6

Deferred tax liabilities

 

45.6

 

44.4

Other non-current liabilities

 

259.0

 

243.8

Total liabilities

 

3,113.6

 

2,883.6

Equity

 

3,633.6

 

3,562.9

Total liabilities and equity

$

6,747.2

$

6,446.5

 
 
 
 

Pentair plc and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

 

Three months ended

In millions

March 31,

2025

March 31,

2024

Operating activities

 

 

Net income

$

154.9

 

$

133.3

 

Loss from discontinued operations, net of tax

 

—

 

 

0.2

 

Adjustments to reconcile net income from continuing operations to net cash provided by (used for) operating activities of continuing operations

 

 

Equity income of unconsolidated subsidiaries

 

(0.4

)

 

(0.9

)

Depreciation

 

14.8

 

 

14.9

 

Amortization

 

14.2

 

 

13.5

 

Deferred income taxes

 

11.5

 

 

4.8

 

Share-based compensation

 

12.6

 

 

7.9

 

Asset impairment and write-offs

 

5.2

 

 

0.8

 

Changes in assets and liabilities, net of effects of business acquisitions

 

 

Accounts receivable

 

(261.6

)

 

(249.5

)

Inventories

 

(3.5

)

 

(3.2

)

Other current assets

 

(12.5

)

 

(11.8

)

Accounts payable

 

23.8

 

 

33.0

 

Employee compensation and benefits

 

(24.3

)

 

(28.3

)

Other current liabilities

 

22.6

 

 

(28.1

)

Other non-current assets and liabilities

 

3.8

 

 

6.0

 

Net cash used for operating activities of continuing operations

 

(38.9

)

 

(107.4

)

Net cash used for operating activities of discontinued operations

 

—

 

 

(0.2

)

Net cash used for operating activities

 

(38.9

)

 

(107.6

)

Investing activities

 

 

Capital expenditures

 

(16.8

)

 

(19.3

)

Net cash used for investing activities

 

(16.8

)

 

(19.3

)

Financing activities

 

 

Net repayments of short-term borrowings

 

(9.3

)

 

—

 

Net borrowings of revolving long-term debt

 

196.2

 

 

101.4

 

Repayments of long-term debt

 

—

 

 

(6.3

)

Shares issued to employees, net of shares withheld

 

(8.6

)

 

6.1

 

Repurchases of ordinary shares

 

(50.0

)

 

—

 

Dividends paid

 

(41.2

)

 

(38.0

)

Net cash provided by financing activities

 

87.1

 

 

63.2

 

Effect of exchange rate changes on cash and cash equivalents

 

(9.5

)

 

2.5

 

Change in cash and cash equivalents

 

21.9

 

 

(61.2

)

Cash and cash equivalents, beginning of period

 

118.7

 

 

170.3

 

Cash and cash equivalents, end of period

$

140.6

 

$

109.1

 

 
 
 
 

Pentair plc and Subsidiaries

Reconciliation of the GAAP Operating Activities Cash Flow to the Non-GAAP Free Cash Flow (Unaudited)

 

 

Three months ended

Three months ended

In millions

March 31,

2025

March 31,

2024

Net cash used for operating activities of continuing operations

$

(38.9

)

$

(107.4

)

Capital expenditures

 

(16.8

)

 

(19.3

)

Free cash flow from continuing operations

 

(55.7

)

 

(126.7

)

Net cash used for operating activities of discontinued operations

 

—

 

 

(0.2

)

Free cash flow

$

(55.7

)

$

(126.9

)

 
 
 
 

Pentair plc and Subsidiaries

Supplemental Financial Information by Reportable Segment (Unaudited)

 

 

 

 

 

2025

 

 

2024

 

In millions

First

Quarter

First

Quarter

Net sales

 

 

Flow

$

367.9

 

$

384.3

 

Water Solutions

 

258.2

 

 

273.1

 

Pool

 

383.9

 

 

359.5

 

Reportable segment net sales

 

1,010.0

 

 

1,016.9

 

Corporate and other

 

0.4

 

 

0.3

 

Net sales

$

1,010.4

 

$

1,017.2

 

Reportable segment income (loss)

 

 

Flow

$

83.6

 

$

77.3

 

Water Solutions

 

60.7

 

 

55.6

 

Pool

 

126.0

 

 

110.8

 

Reportable segment income

 

270.3

 

 

243.7

 

Corporate and other

 

(27.8

)

 

(26.4

)

Adjusted operating income

$

242.5

 

$

217.3

 

Return on sales

 

 

Flow

 

22.7

%

 

20.1

%

Water Solutions

 

23.5

%

 

20.4

%

Pool

 

32.8

%

 

30.8

%

Adjusted return on sales

 

24.0

%

 

21.4

%

 
 
 

Pentair plc and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Measures for the Year Ending December 31, 2025

Excluding the Effect of Adjustments (Unaudited)

 

 

 

 

 

 

 

Actual

Forecast

In millions, except per-share data

First

Quarter

Second

Quarter

Full

Year

Net sales

$

1,010.4

 

approx

Up 1% – 2%

approx

Flat – Up 2%

Operating income

 

203.1

 

approx

Up 9% – 12%

approx

Up 16% – 20%

Return on sales

 

20.1

%

 

 

 

 

Adjustments:

 

 

 

 

 

Restructuring and other

 

10.5

 

approx

$

—

 

approx

$

11

 

Transformation costs

 

9.1

 

approx

 

—

 

approx

 

9

 

Intangible amortization

 

14.2

 

approx

 

14

 

approx

 

55

 

Asset impairment and write-offs

 

5.2

 

approx

 

—

 

approx

 

5

 

Equity income of unconsolidated subsidiaries

 

0.4

 

approx

 

1

 

approx

 

3

 

Adjusted operating income

 

242.5

 

approx

Up 5% – 8%

approx

Up 6% – 9%

Adjusted return on sales

 

24.0

%

 

 

 

 

Net income from continuing operations—as reported

 

154.9

 

approx

$206 – $213

approx

$709 – $734

Adjustments to operating income

 

39.0

 

approx

 

14

 

approx

 

80

 

Income tax adjustments

 

(9.7

)

approx

 

(2

)

approx

 

(17

)

Net income from continuing operations—as adjusted

$

184.2

 

approx

$218 – $225

approx

$772 – $797

Continuing earnings per ordinary share—diluted

 

 

 

 

 

Diluted earnings per ordinary share—as reported

$

0.93

 

approx

$1.24 – $1.28

approx

$4.27 – $4.42

Adjustments

 

0.18

 

approx

 

0.07

 

approx

 

0.38

 

Diluted earnings per ordinary share—as adjusted

$

1.11

 

approx

$1.31 – $1.35

approx

$4.65 – $4.80

 
 
 
 

Pentair plc and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Measures for the Year Ending December 31, 2024

Excluding the Effect of Adjustments (Unaudited)

 

 

 

 

 

 

In millions, except per-share data

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

Full

Year

Net sales

$

1,017.2

 

$

1,099.3

 

$

993.4

 

$

972.9

 

$

4,082.8

 

Operating income

 

180.8

 

 

248.0

 

 

179.9

 

 

195.1

 

 

803.8

 

Return on sales

 

17.8

%

 

22.6

%

 

18.1

%

 

20.1

%

 

19.7

%

Adjustments:

 

 

 

 

 

Restructuring and other

 

4.6

 

 

5.9

 

 

23.4

 

 

3.1

 

 

37.0

 

Transformation costs

 

17.0

 

 

11.8

 

 

12.6

 

 

10.7

 

 

52.1

 

Intangible amortization

 

13.5

 

 

13.4

 

 

13.5

 

 

13.9

 

 

54.3

 

Legal accrual adjustments and settlements

 

(0.3

)

 

(7.9

)

 

0.7

 

 

—

 

 

(7.5

)

Asset impairment and write-offs

 

0.8

 

 

—

 

 

8.5

 

 

8.3

 

 

17.6

 

Equity income of unconsolidated subsidiaries

 

0.9

 

 

0.2

 

 

0.6

 

 

0.2

 

 

1.9

 

Adjusted operating income

 

217.3

 

 

271.4

 

 

239.2

 

 

231.3

 

 

959.2

 

Adjusted return on sales

 

21.4

%

 

24.7

%

 

24.1

%

 

23.8

%

 

23.5

%

Net income from continuing operations—as reported

 

133.5

 

 

186.1

 

 

139.6

 

 

166.4

 

 

625.6

 

Pension and other post retirement mark to market gain

 

—

 

 

—

 

 

—

 

 

(5.3

)

 

(5.3

)

Other (income) expense

 

—

 

 

—

 

 

(0.5

)

 

0.1

 

 

(0.4

)

Adjustments to operating income

 

35.6

 

 

23.2

 

 

58.7

 

 

36.0

 

 

153.5

 

Income tax adjustments

 

(11.3

)

 

(5.4

)

 

(15.4

)

 

(17.6

)

 

(49.7

)

Net income from continuing operations—as adjusted

$

157.8

 

$

203.9

 

$

182.4

 

$

179.6

 

$

723.7

 

Continuing earnings per ordinary share—diluted

 

 

 

 

 

Diluted earnings per ordinary share—as reported

$

0.80

 

$

1.11

 

$

0.84

 

$

0.99

 

$

3.74

 

Adjustments

 

0.14

 

 

0.11

 

 

0.25

 

 

0.09

 

 

0.59

 

Diluted earnings per ordinary share—as adjusted

$

0.94

 

$

1.22

 

$

1.09

 

$

1.08

 

$

4.33

 

 
 
 
 

Pentair plc and Subsidiaries

Reconciliation of Net Sales Growth to Core Net Sales Growth by Reportable Segment

For the Quarter Ended March 31, 2025 (Unaudited)

 

 

Q1 Net Sales Growth

 

Core

Currency

Acq. / Div.

Total

Total Pentair

(0.8

)%

(0.7

)%

0.8

%

(0.7

)%

Flow

(2.9

)%

(1.4

)%

—

%

(4.3

)%

Water Solutions

(4.3

)%

(0.6

)%

(0.6

)%

(5.5

)%

Pool

4.2

%

(0.1

)%

2.7

%

6.8

%

 

Shelly Hubbard

Vice President, Investor Relations

Direct: 763-656-5575

Email: [email protected]

Rebecca Osborn

Vice President, Communications

Direct: 763-656-5589

Email: [email protected]

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