Technology
X Financial Reports Fourth Quarter and Fiscal Year 2024 Unaudited Financial Results
Published
1 year agoon
By
SHENZHEN, China, March 19, 2025 /PRNewswire/ — X Financial (NYSE: XYF) (the “Company” or “we”), a leading online personal finance company in China, today announced its unaudited financial results for the fourth quarter and fiscal year ended December 31, 2024.
Fourth Quarter and Fiscal Year 2024 Operational Highlights
Three Months
Ended December
31, 2023
Three Months
Ended September
30, 2024
Three Months
Ended December
31, 2024
Twelve Months
Ended December
31, 2023
Twelve Months
Ended December
31, 2024
QoQ
YoY
YoY
Total loan amount facilitated and
originated (RMB in million)
26,134
28,338
32,297
14.0 %
23.6 %
105,557
104,889
(0.6 %)
Number of active borrowers
1,603,760
1,965,248
2,120,068
7.9 %
32.2 %
4,495,997
5,231,887
16.4 %
The total loan amount facilitated and originated[1] in the fourth quarter of 2024 was RMB32,297 million, compared with RMB26,134 million in the same period of 2023.The total loan amount facilitated and originated in 2024 was RMB104,889 million, compared with RMB105,557 million in 2023.The total number of active borrowers[2] was 2,120,068 in the fourth quarter of 2024, compared with 1,603,760 in the same period of 2023.The total number of active borrowers was 5,231,887 in 2024, compared with 4,495,997 in 2023.
As of December 31, 2023
As of September 30, 2024
As of December 31, 2024
Total outstanding loan balance (RMB in million)
48,847
45,766
52,327
Delinquency rates for all outstanding loans that are past
due for 31-60 days
1.57 %
1.02 %
1.17 %
Delinquency rates for all outstanding loans that are past
due for 91-180 days
3.12 %
3.22 %
2.48 %
The total outstanding loan balance[3] as of December 31, 2024 was RMB52,327 million, compared with RMB48,847 million as of December 31, 2023.The delinquency rate for all outstanding loans that are past due for 31-60 days[4] as of December 31, 2024 was 1.17%, compared with 1.57% as of December 31, 2023.The delinquency rate for all outstanding loans that are past due for 91-180 days[5] as of December 31, 2024 was 2.48%, compared with 3.12% as of December 31, 2023.
[1] Represents the total amount of loans that the Company facilitated and originated during the relevant period.
[2] Represents borrowers who made at least one transaction on the Company’s platform during the relevant period.
[3] Represents the total amount of loans outstanding for loans that the Company facilitated and originated at the end of the relevant period. Loans that are delinquent for more than 60 days are excluded in the outstanding loan balance, except for Xiaoying Housing Loans. As Xiaoying Housing Loans is a secured loan product and the Company is entitled to payment by exercising its rights to the collateral, the Company does not exclude Xiaoying Housing Loans delinquent for more than 60 days in the outstanding loan balance.
[4] Represents the balance of the outstanding principal and accrued outstanding interest for Xiaoying Credit Loans that were 31 to 60 days past due as a percentage of the total balance of outstanding principal and accrued outstanding interest for Xiaoying Credit Loans that the Company facilitated and originated as of a specific date. Xiaoying Credit Loans that are delinquent for more than 60 days are excluded when calculating the denominator. Starting from the first quarter of 2021, substantially all of the loans facilitated and originated by the Company have been Xiaoying Credit Loans.
[5] To make the delinquency rate by balance comparable to the peers, the Company also defines the delinquency rate as the balance of the outstanding principal and accrued outstanding interest for Xiaoying Credit Loans that were 91 to 180 days past due as a percentage of the total balance of outstanding principal and accrued outstanding interest for the Xiaoying Credit Loans that the Company facilitated and originated as of a specific date. Xiaoying Credit Loans that are delinquent for more than 180 days are excluded when calculating the denominator.
Fourth Quarter 2024 Financial Highlights
(In thousands, except for share and per share
data)
Three Months Ended
December 31, 2023
Three Months Ended
September 30, 2024
Three Months Ended
December 31, 2024
QoQ
YoY
RMB
RMB
RMB
Total net revenue
1,192,664
1,582,497
1,708,722
8.0 %
43.3 %
Total operating costs and expenses
(938,472)
(1,073,533)
(1,183,510)
10.2 %
26.1 %
Income from operations
254,192
508,964
525,212
3.2 %
106.6 %
Net income
188,968
375,840
385,626
2.6 %
104.1 %
Non-GAAP adjusted net income
230,782
433,625
408,022
(5.9 %)
76.8 %
Net income per ADS—basic
3.90
7.86
8.22
4.6 %
110.8 %
Net income per ADS—diluted
3.84
7.74
8.04
3.9 %
109.4 %
Non-GAAP adjusted net income per ADS—basic
4.74
9.12
8.70
(4.6 %)
83.5 %
Non-GAAP adjusted net income per ADS—diluted
4.68
8.88
8.46
(4.7 %)
80.8 %
Total net revenue in the fourth quarter of 2024 was RMB1,708.7 million (US$234.1 million), representing an increase of 43.3% from RMB1,192.7 million in the same period of 2023.Income from operations in the fourth quarter of 2024 was RMB525.2 million (US$72.0 million), compared with RMB254.2 million in the same period of 2023.Net income in the fourth quarter of 2024 was RMB385.6 million (US$52.8 million), compared with RMB189.0 million in the same period of 2023.Non-GAAP[6] adjusted net income in the fourth quarter of 2024 was RMB408.0 million (US$55.9 million), compared with RMB230.8 million in the same period of 2023.Net income per basic and diluted American depositary share (“ADS”) [7] in the fourth quarter of 2024 was RMB8.22 (US$1.13) and RMB8.04 (US$1.10), compared with RMB3.90 and RMB3.84, respectively, in the same period of 2023.Non-GAAP adjusted net income per basic and diluted ADS in the fourth quarter of 2024 was RMB8.70 (US$1.19) and RMB8.46 (US$1.16), compared with RMB4.74 and RMB4.68, respectively, in the same period of 2023.
[6] The Company uses in this press release the following non-GAAP financial measures: (i) adjusted net income (loss), (ii) adjusted net income (loss) per basic ADS, (iii) adjusted net income (loss) per diluted ADS, (iv) adjusted net income (loss) per basic share, and (v) adjusted net income (loss) per diluted share, each of which excludes share-based compensation expense, impairment losses on financial investments, income (loss) from financial investments, gain (loss) from financial investments at equity method and impairment losses on long-term investments. For more information on non-GAAP financial measure, please see the section of “Use of Non-GAAP Financial Measures Statement” and the table captioned “Unaudited Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this press release.
[7] Each American depositary share (“ADS”) represents six Class A ordinary shares.
Fiscal Year 2024 Financial Highlights
Twelve Months Ended December 31,
(In thousands, except for share and per share
data)
2023
2024
YoY
RMB
RMB
Total net revenue
4,814,884
5,871,782
22.0 %
Total operating costs and expenses
(3,352,767)
(3,998,013)
19.2 %
Income from operations
1,462,117
1,873,769
28.2 %
Net income
1,186,794
1,539,906
29.8 %
Non-GAAP adjusted net income
1,276,696
1,538,512
20.5 %
Net income per ADS—basic
24.72
31.98
29.4 %
Net income per ADS—diluted
24.48
31.50
28.7 %
Non-GAAP adjusted net income per ADS—basic
26.58
31.98
20.3 %
Non-GAAP adjusted net income per ADS—diluted
26.34
31.44
19.4 %
Total net revenue in 2024 was RMB5,871.8 million (US$804.4 million), representing an increase of 22.0% from RMB4,814.9 million in 2023.Income from operations in 2024 was RMB1,873.8 million (US$256.7 million), compared with RMB1,462.1 million in 2023.Net income in 2024 was RMB1,539.9 million (US$211.0 million), compared with RMB1,186.8 million in 2023.Non-GAAP adjusted net income in 2024 was RMB1,538.5 million (US$210.8 million), compared with RMB1,276.7 million in 2023.Net income per basic and diluted ADS in 2024 was RMB31.98 (US$4.38) and RMB31.50 (US$4.32), compared with RMB24.72 and RMB24.48, respectively, in 2023.Non-GAAP adjusted net income per basic and adjusted diluted ADS in 2024 was RMB31.98 (US$4.38) and RMB31.44 (US$4.31), compared with RMB26.58 and RMB26.34, respectively, in 2023.
Mr. Kent Li, President of the Company, commented, “We are very pleased to conclude the year with outstanding operational and financial results in the fourth quarter. Total loan volumes exceeded our guidance for both the fourth quarter and the fiscal year. Our relentless efforts to improve asset quality, coupled with a favorable macroeconomic environment, resulted in impressive top and bottom lines growth. In the second half of 2024, the Chinese government implemented a series of monetary and fiscal measures to increase liquidity, stabilize key sectors such as real estate, and stimulate economic growth, which also benefited the personal finance market we serve, including reducing our funding costs. As a result, both our top and bottom lines grew significantly in the fourth quarter and the fiscal year, with net income in the quarter more than doubling year-over-year.”
“Specifically on the operational front, our total loan amount facilitated and originated increased 24% year-over-year to RMB32 billion in the fourth quarter, above the high end of our guidance. Delinquency rates for all outstanding loans past due for 31-60 days and 91-180 days were 1.17% and 2.48%, respectively, at the end of the quarter, compared to 1.57% and 3.12% a year ago. Asset quality continued to improve throughout the year.”
“As we enter into 2025, the Chinese government has signaled a strong commitment to promoting the private sector as a key driver of innovation and sustainable growth. We are optimistic about our business prospects and will capitalize on this growth opportunity amid the favorable market environment to accelerate growth and enhance shareholder returns. For the full year 2025, we expect total loan volumes to increase by approximately 30% compared to last year. For the first quarter, we expect a sequential increase in total loan volumes despite the seasonal impact of the Chinese New Year. So far this quarter, we have witnessed continued improvement in asset quality, highlighting the effectiveness of our ongoing improvements in risk management and control.”
“In addition, we are increasing our investments in AI applications to keep pace with the latest wave of innovation, exemplified by advancements such as DeepSeek. We have seamlessly implemented AI applications in many aspects of our business. For example, in customer service, we have developed a new generation of customer service robots based on the latest generative AI technology. We have also enabled intelligent customer service agent assistance by leveraging AI models such as Alibaba’s Tongyi Qianwen and ByteDance’s Doubao, including features like knowledge-based recommendations and real-time conversation quality inspection. In addition, we have transitioned from manual to AI-powered content review for promotional videos. We have also used AI to effectively improve coding efficiency and carry out system optimization. Furthermore, our multimodal AI risk management system, which achieves over 95% accuracy in contextual environment analysis through advanced pattern recognition, increases the accuracy and efficiency of our risk control system. Going forward, we will continue to use AI to further strengthen our technological capabilities, optimize operational efficiency, and enhance service quality.”
Mr. Frank Fuya Zheng, Chief Financial Officer of the Company, added, “We are pleased to report strong financial results for the fourth quarter. Total net revenue increased by 43% year-over-year to RMB1.7 billion, while net income grew by 104% year-over-year to about RMB386 million. Throughout the year, our top and bottom lines continued to expand quarter-over-quarter, bringing total net revenue and net income for the full year to record highs of RMB5.9 billion and RMB1.5 billion, respectively.”
“Our balance sheet remains robust, with total shareholders’ equity at year-end increasing 19% over the prior year, a testament to our solid and healthy financial position and disciplined capital management. Building on this strong foundation, we allocated US$76 million to share repurchases and dividends in 2024, including US$16.5 million in cash dividends, US$9.2 million for the tender offer, US$50.3 million for the share repurchase plans. These initiatives underscore our commitment to delivering value to shareholders while maintaining financial flexibility to support future growth. In 2025, we will continue to focus on shareholder returns through share repurchases and dividends while executing our proven strategy to drive long-term growth and value creation.”
Fourth Quarter 2024 Financial Results
Total net revenue in the fourth quarter of 2024 increased by 43.3% to RMB1,708.7 million (US$234.1 million) from RMB1,192.7 million in the same period of 2023, primarily due to growth in various disaggregated revenue compared with the same period of 2023. Please refer to analysis of disaggregation of revenue below.
Three Months Ended December 31,
(In thousands, except for share and per share data)
2023
2024
YoY
RMB
% of Revenue
RMB
% of Revenue
Loan facilitation service
615,482
51.6 %
877,664
51.4 %
42.6 %
Post-origination service
166,807
14.0 %
266,018
15.6 %
59.5 %
Financing income
307,692
25.8 %
350,599
20.4 %
13.9 %
Guarantee income
16,576
1.4 %
69,649
4.1 %
320.2 %
Other revenue
86,107
7.2 %
144,792
8.5 %
68.2 %
Total net revenue
1,192,664
100.0 %
1,708,722
100.0 %
43.3 %
Loan facilitation service fees in the fourth quarter of 2024 increased by 42.6% to RMB877.7 million (US$120.2 million) from RMB615.5 million in the same period of 2023, primarily due to an increase in the total loan amount facilitated this quarter compared with the same period of 2023.
Post-origination service fees in the fourth quarter of 2024 increased by 59.5% to RMB266.0 million (US$36.4 million) from RMB166.8 million in the same period of 2023, primarily due to the cumulative effect of increased volume of loans facilitated in the previous quarters. Revenues from post-origination services are recognized on a straight-line basis over the term of the underlying loans as the services are being provided.
Financing income in the fourth quarter of 2024 increased by 13.9% to RMB350.6 million (US$48.0 million) from RMB307.7 million in the same period of 2023, primarily due to an increase in average loan balances held by the Company compared with the same period of 2023.
Guarantee income in the fourth quarter of 2024 was RMB69.6 million (US$9.5 million), compared with RMB16.6 million in the same period of 2023, due to the cumulative effect of increased volume of loans facilitated covered by guarantee service in the previous quarters compared with the same period of 2023. Revenues from guarantee service are recognized systematically when the Company released from the underlying risk.
Other revenue in the fourth quarter of 2024 increased by 68.2% to RMB144.8 million (US$19.8 million), compared with RMB86.1 million in the same period of 2023, primarily due to an increase in referral service fee for introducing borrowers to other platforms.
Origination and servicing expenses in the fourth quarter of 2024 increased by 4.3% to RMB439.0 million (US$60.1 million) from RMB421.0 million in the same period of 2023, primarily due to the increase in collection expenses resulting from the cumulative effect of increased volume of loans facilitated and originated in the previous quarters compared with the same period of 2023.
Borrower acquisitions and marketing expenses in the fourth quarter of 2024 increased by 45.2% to RMB503.7 million (US$69.0 million) from RMB347.0 million in the same period of 2023, primarily due to intensified efforts in borrower acquisitions compared with the same period of 2023.
Provision for loans receivable in the fourth quarter of 2024 was RMB64.3 million (US$8.8 million), compared with RMB99.4 million in the same period of 2023, primarily due to a decrease in the average estimated default rate compared with the same period of 2023, and partially offset by an increase in loans receivable held by the Company as a result of the cumulative effect of increased volume of loans facilitated and originated in the previous quarters compared with the same period of 2023.
Provision for contingent guarantee liabilities in the fourth quarter of 2024 was RMB116.1 million (US$15.9 million), compared with RMB25.9 million in the same period of 2023, primarily due to an increase in guarantee liabilities held by the Company as a result of the increased volume of loans facilitated covered by the guarantee service this quarter compared with the same period of 2023.
Income from operations in the fourth quarter of 2024 was RMB525.2 million (US$72.0 million), compared with RMB254.2 million in the same period of 2023.
Income before income taxes in the fourth quarter of 2024 was RMB540.8 million (US$74.1 million), compared with RMB261.7 million in the same period of 2023.
Income tax expense in the fourth quarter of 2024 was RMB150.8 million (US$20.7 million), compared with RMB47.4 million in the same period of 2023.
Net income in the fourth quarter of 2024 was RMB385.6 million (US$52.8 million), compared with RMB189.0 million in the same period of 2023.
Non-GAAP adjusted net income in the fourth quarter of 2024 was RMB408.0 million (US$55.9 million), compared with RMB230.8 million in the same period of 2023.
Net income per basic and diluted ADS in the fourth quarter of 2024 was RMB8.22 (US$1.13), and RMB8.04 (US$1.10), compared with RMB3.90 and RMB3.84, respectively, in the same period of 2023.
Non-GAAP adjusted net income per basic and diluted ADS in the fourth quarter of 2024 was RMB8.70 (US$1.19), and RMB8.46 (US$1.16), compared with RMB4.74 and RMB4.68 respectively, in the same period of 2023.
Cash and cash equivalents was RMB984.6 million (US$134.9 million) as of December 31, 2024, compared with RMB1,044.1 million as of September 30, 2024.
Fiscal Year 2024 Financial Results
Total net revenue in 2024 increased by 22.0% to RMB5,871.8 million (US$804.4 million) from RM4,814.9 million in 2023, primarily due to growth in various disaggregated revenue compared with 2023. Please refer to analysis of disaggregation of revenue below.
Twelve Months Ended December 31,
(In thousands, except for share and per share data)
2023
2024
YoY
RMB
% of Revenue
RMB
% of Revenue
Loan facilitation service
2,740,974
56.9 %
3,102,345
52.8 %
13.2 %
Post-origination service
596,582
12.4 %
759,539
12.9 %
27.3 %
Financing income
1,137,336
23.6 %
1,372,004
23.5 %
20.6 %
Guarantee income
24,498
0.5 %
201,716
3.4 %
723.4 %
Other revenue
315,494
6.6 %
436,178
7.4 %
38.3 %
Total net revenue
4,814,884
100.0 %
5,871,782
100.0 %
22.0 %
Loan facilitation service fees in 2024 increased by 13.2% to RMB3,102.3 million (US$425.0 million) from RMB2,741.0 million in 2023, primarily due to a decrease in the expected prepayment rates this year compared with 2023.
Post-origination service fees in 2024 increased by 27.3% to RMB759.5 million (US$104.1 million) from RMB596.6 million in 2023, primarily due to the cumulative effect of increased volume of loans facilitated in the previous years. Revenues from post-origination services are recognized on a straight-line basis over the term of the underlying loans as the services are being provided.
Financing income in 2024 increased by 20.6% to RMB1,372.0 million (US$188.0 million) from RMB1,137.3 million in 2023, primarily due to an increase in average loan balances held by the Company compared with 2023.
Guarantee income in 2024 was RMB201.7 million (US$27.6 million), compared with RMB24.5 million in 2023, due to the cumulative effect of increased volume of loans facilitated covered by guarantee service compared with 2023. Revenues from guarantee service are recognized systematically when the Company released from the underlying risk.
Other revenue in 2024 increased by 38.3% to RMB436.2 million (US$59.8 million), compared with RMB315.5 million in 2023, primarily due to an increase in referral service fee for introducing borrowers to other platforms.
Origination and servicing expenses in 2024 increased by 12.6% to RMB1,738.1 million (US$238.1 million) from RMB1,544.0 million in 2023, primarily due to the increase in collection expenses resulting from the cumulative effect of increased volume of loans facilitated and originated in the previous quarters compared with 2023.
Borrower acquisitions and marketing expenses in 2024 increased by 15.4% to RMB1,582.5 million (US$216.8 million) from RMB1,370.9 million in 2023, primarily due to intensified efforts in borrower acquisitions compared with 2023.
Provision for loans receivable in 2024 was RMB221.7 million (US$30.4 million), compared with RMB229.1 million in 2023.
Provision for contingent guarantee liabilities in 2024 was RMB241.7 million (US$33.1 million), compared with RMB67.5 million in 2023, primarily due to an increase in guarantee liabilities held by the Company as a result of the increased volume of loans facilitated covered by the guarantee service this year compared with 2023.
Income from operations in 2024 was RMB1,873.8 million (US$256.7 million), compared with RMB1,462.1 million in 2023.
Income before income taxes in 2024 was RMB1,894.3 million (US$259.5 million), compared with RMB1,468.6 million in 2023.
Income tax expense in 2024 was RMB405.7 million (US$55.6 million), compared with RMB261.1 million in 2023.
Net income in 2024 was RMB1,539.9 million (US$211.0 million), compared with RMB1,186.8 million in 2023.
Non-GAAP adjusted net income in 2024 was RMB1,538.5 million (US$210.8 million), compared with RMB1,276.7 million in 2023.
Net income per basic and diluted ADS in 2024 was RMB31.98 (US$4.38), and RMB31.50 (US$4.32), compared with RMB24.72 and RMB24.48, respectively, in 2023.
Non-GAAP adjusted net income per basic and diluted ADS in 2024 was RMB31.98 (US$4.38), and RMB31.44 (US$4.31), compared with RMB26.58 and RMB26.34 respectively, in 2023.
Cash and cash equivalents was RMB984.6 million (US$134.9 million) as of December 31, 2024, compared with RMB1,195.4 million as of December 31, 2023.
Recent Development
Share Repurchase Plan
In the fourth quarter of 2024, the Company repurchased an aggregate of approximately 38.4 million Class A ordinary shares represented by 6.4 million ADSs for a total consideration of approximately US$49.0 million. Throughout 2024, the Company repurchased an aggregate of approximately 52.2 million Class A ordinary shares, of which about 50.5 million Class A ordinary shares were in the forms of ADSs, with a total consideration of approximately US$59.5 million. As of the date of this announcement, the Company’s previous US$30 million and US$20 million repurchase plans have been fully utilized. The Company has approximately US$15.9 million remaining for repurchases under its US$50 million share repurchase plan, which is effective through June 30, 2026.
Declaration of Semi-Annual Dividend
Pursuant to the semi-annual dividend policy, the Board today approved the declaration and payment of a semi-annual dividend of US$0.25 per ADS (approximately US$0.042 per ordinary share). The holders of the Company’s ordinary shares shown on the Company’s record at the close of trading on June 20, 2025 (U.S. Eastern Daylight Time) will be entitled to the semi-annual dividend. These shareholders, including the Bank of New York Mellon, the depositary of our ADS program (the “Depositary”), will receive the payments of dividends on or about July 2, 2025. Dividends to the Company’s ADS holders will be paid by the Depositary on or after July 2, 2025, and the precise timing of receipt will vary based on the processing efficiency of the respective holding brokerage.
Business Outlook
The Company expects the total loan amount facilitated and originated for the first quarter of 2025 to be between RMB33.5 billion and RMB34.5 billion. The total loan amount facilitated and originated for 2025 is expected to be between RMB134.4 billion and RMB138.4 billion.
This forecast reflects the Company’s current and preliminary views, which are subject to changes.
Conference Call
X Financial’s management team will host an earnings conference call at 7:00 AM U.S. Eastern Time on March 20, 2025 (7:00 PM Beijing / Hong Kong Time on March 20, 2025).
Dial-in details for the earnings conference call are as follows:
United States:
1-888-346-8982
Hong Kong:
852-301-84992
Mainland China:
4001-201203
International:
1-412-902-4272
Passcode:
X Financial
Please dial in ten minutes before the call is scheduled to begin and provide the passcode to join the call.
A replay of the conference call may be accessed by phone at the following numbers until March 27, 2025:
United States:
1-877-344-7529
International:
1-412-317-0088
Passcode:
2479997
Additionally, a live and archived webcast of the conference call will be available at http://ir.xiaoyinggroup.com.
About X Financial
X Financial (NYSE: XYF) (the “Company”) is a leading online personal finance company in China. The Company is committed to connecting borrowers on its platform with its institutional funding partners. With its proprietary big data-driven technology, the Company has established strategic partnerships with financial institutions across multiple areas of its business operations, enabling it to facilitate and originate loans to prime borrowers under a risk assessment and control system.
For more information, please visit: http://ir.xiaoyinggroup.com.
Use of Non-GAAP Financial Measures Statement
In evaluating our business, we consider and use non-GAAP measures as supplemental measures to review and assess our operating performance. We present the non-GAAP financial measures because they are used by our management to evaluate our operating performance and formulate business plans. We believe that the use of the non-GAAP financial measures facilitates investors’ assessment of our operating performance and help investors to identify underlying trends in our business that could otherwise be distorted by the effect of certain income or expenses that we include in income (loss) from operations and net income (loss). We also believe that the non-GAAP measures provide useful information about our core operating results, enhance the overall understanding of our past performance and future prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making.
We use in this press release the following non-GAAP financial measures: (i) adjusted net income (loss), (ii) adjusted net income (loss) per basic ADS, (iii) adjusted net income (loss) per diluted ADS, (iv) adjusted net income (loss) per basic share, and (v) adjusted net income (loss) per diluted share, each of which excludes share-based compensation expense, impairment losses on financial investments, income (loss) from financial investments, gain (loss) from financial investments at equity method and impairment losses on long-term investments. These non-GAAP financial measures have limitations as analytical tools, and when assessing our operating performance, investors should not consider them in isolation, or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP.
We mitigate these limitations by reconciling the non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures, which should be considered when evaluating our performance. We encourage you to review our financial information in its entirety and not rely on a single financial measure.
For more information on these non-GAAP financial measures, please see the table captioned “Unaudited Reconciliations of GAAP and Non-GAAP results” set forth at the end of this press release.
Exchange Rate Information
This announcement contains translations of certain RMB amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are made at a rate of RMB 7.2993 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System as of December 31, 2024.
Disclaimer
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “potential,” “continue,” “ongoing,” “targets,” “guidance” and similar statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), 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. Any statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include, but not limited to the followings: the Company’s goals and strategies; its future business development, financial condition and results of operations; the expected growth of the credit industry, and marketplace lending in particular, in China; the demand for and market acceptance of its marketplace’s products and services; its ability to attract and retain borrowers and investors on its marketplace; its relationships with its strategic cooperation partners; competition in its industry; and relevant government policies and regulations relating to the corporate structure, business and industry. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the SEC. All information provided in this announcement is current as of the date of this announcement, and the Company does not undertake any obligation to update such information, except as required under applicable law.
Use of Projections
This announcement also contains certain financial forecasts (or guidance) with respect to the Company’s projected financial results. The Company’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the projections or guidance for the purpose of their inclusion in this announcement, and accordingly, they did not express an opinion or provide any other form assurance with respect thereto for the purpose of this announcement. This guidance should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company, or that actual results will not differ materially from those set forth in the prospective financial information. Inclusion of the prospective financial information in this announcement should not be regarded as a representation by any person that the results contained in the prospective financial information will actually be achieved. You should review this information together with the Company’s historical information.
For more information, please contact:
X Financial
Mr. Frank Fuya Zheng
E-mail: ir@xiaoying.com
Christensen IR
In China
Mr. Rene Vanguestaine
Phone: +86-178-1749 0483
E-mail: rene.vanguestaine@christensencomms.com
In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
Email: linda.bergkamp@christensencomms.com
X Financial
Unaudited Condensed Consolidated Balance Sheets
(In thousands, except for share and per share data)
As of December 31, 2023
As of December 31, 2024
As of December 31, 2024
RMB
RMB
USD
ASSETS
Cash and cash equivalents
1,195,352
984,611
134,891
Restricted cash, net
749,070
676,793
92,720
Accounts receivable and contract assets, net
1,659,588
2,029,550
278,047
Loans receivable from Credit Loans and other loans, net
4,947,833
4,828,317
661,477
Deposits to institutional cooperators, net
1,702,472
1,958,297
268,286
Prepaid expenses and other current assets, net
48,767
34,079
4,667
Financial guarantee derivative
–
1,038
142
Deferred tax assets, net
135,958
197,713
27,087
Long term investments
493,411
498,038
68,231
Property and equipment, net
8,642
15,833
2,169
Intangible assets, net
36,810
36,592
5,013
Loan receivable from Housing Loans, net
8,657
–
–
Financial investments
608,198
513,476
70,346
Other non-current assets
55,265
44,951
6,158
TOTAL ASSETS
11,650,023
11,819,288
1,619,234
LIABILITIES
Payable to investors and institutional funding partners at amortized cost
3,584,041
2,184,086
299,218
Guarantee liabilities
61,907
187,641
25,707
Deferred guarantee income
46,597
164,725
22,567
Short-term borrowings
565,000
328,500
45,004
Accrued payroll and welfare
86,771
94,717
12,976
Other tax payable
289,819
279,993
38,358
Income tax payable
446,500
591,491
81,034
Accrued expenses and other current liabilities
595,427
941,506
128,986
Dividend payable
59,226
–
–
Other non-current liabilities
37,571
27,516
3,770
Deferred tax liabilities
30,040
65,959
9,036
TOTAL LIABILITIES
5,802,899
4,866,134
666,656
Commitments and Contingencies
Equity:
Common shares
207
207
28
Treasury stock
(111,520)
(509,644)
(69,821)
Additional paid-in capital
3,196,942
3,207,028
439,361
Retained earnings
2,692,018
4,174,511
571,906
Other comprehensive income
69,477
81,052
11,104
Total X Financial shareholders’ equity
5,847,124
6,953,154
952,578
Non-controlling interests
–
–
–
TOTAL EQUITY
5,847,124
6,953,154
952,578
TOTAL LIABILITIES AND EQUITY
11,650,023
11,819,288
1,619,234
X Financial
Unaudited Condensed Consolidated Statements of Comprehensive Income
Three Months Ended December 31,
Twelve Months Ended December 31,
(In thousands, except for share and per share data)
2023
2024
2024
2023
2024
2024
RMB
RMB
USD
RMB
RMB
USD
Net revenues
Loan facilitation service
615,482
877,664
120,239
2,740,974
3,102,345
425,020
Post-origination service
166,807
266,018
36,444
596,582
759,539
104,056
Financing income
307,692
350,599
48,032
1,137,336
1,372,004
187,964
Guarantee income
16,576
69,649
9,542
24,498
201,716
27,635
Other revenue
86,107
144,792
19,836
315,494
436,178
59,756
Total net revenue
1,192,664
1,708,722
234,093
4,814,884
5,871,782
804,431
Operating costs and expenses:
Origination and servicing1
420,987
438,975
60,139
1,544,014
1,738,139
238,124
Borrower acquisitions and marketing1
346,994
503,704
69,007
1,370,942
1,582,472
216,798
General and administrative1
39,110
48,886
6,697
153,943
175,934
24,103
Provision for accounts receivable and contract assets
6,250
13,262
1,817
12,234
35,732
4,895
Provision for loans receivable
99,365
64,289
8,808
229,137
221,658
30,367
Provision for contingent guarantee liabilities
25,926
116,103
15,906
67,520
241,738
33,118
Change in fair value of financial guarantee derivative2
–
(1,038)
(142)
(24,966)
(1,038)
(142)
Fair value adjustments related to Consolidated Trusts2
–
–
–
531
–
–
(Reversal of) provision for credit losses for deposits and other financial assets
(160)
(671)
(92)
(588)
3,378
463
Total operating costs and expenses
938,472
1,183,510
162,140
3,352,767
3,998,013
547,726
Income from operations
254,192
525,212
71,953
1,462,117
1,873,769
256,705
Interest income (expenses), net
(2,587)
4,338
594
(20,365)
(560)
(77)
Foreign exchange (gain) loss
3,232
(6,183)
(847)
(4,023)
(9,533)
(1,306)
Income from financial investments3
5,480
13,396
1,835
6,498
17,134
2,347
Other income, net
1,346
4,084
560
24,351
13,521
1,852
Income before income taxes
261,663
540,847
74,095
1,468,578
1,894,331
259,521
Income tax expense
(47,351)
(150,778)
(20,657)
(261,130)
(405,702)
(55,581)
Gain (loss) from equity in affiliates, net of tax
(21,550)
4,587
628
(1,931)
10,159
1,392
Gain (loss) from financial investments at equity method, net of tax3
(3,794)
(9,030)
(1,237)
(18,723)
41,118
5,633
Net income
188,968
385,626
52,829
1,186,794
1,539,906
210,965
Less: net income attributable to non-controlling interests
–
–
–
–
–
–
Net income attributable to X Financial shareholders
188,968
385,626
52,829
1,186,794
1,539,906
210,965
Net income
188,968
385,626
52,829
1,186,794
1,539,906
210,965
Other comprehensive income, net of tax of nil:
Gain (loss) from equity in affiliates
(52)
105
14
(7)
(314)
(43)
Income (loss) from financial investments
475
(5,807)
(796)
475
293
40
Foreign currency translation adjustments
(8,214)
19,186
2,628
5,410
11,596
1,589
Comprehensive income
181,177
399,110
54,675
1,192,672
1,551,481
212,551
Less: comprehensive income attributable to non-controlling interests
–
–
–
–
–
–
Comprehensive income attributable to X Financial shareholders
181,177
399,110
54,676
1,192,672
1,551,481
212,551
Net income per share—basic
0.65
1.37
0.19
4.12
5.33
0.73
Net income per share—diluted
0.64
1.34
0.18
4.08
5.25
0.72
Net income per ADS—basic
3.90
8.22
1.13
24.72
31.98
4.38
Net income per ADS—diluted
3.84
8.04
1.10
24.48
31.50
4.32
Weighted average number of ordinary shares outstanding—basic
291,312,698
281,823,659
281,823,659
288,115,969
288,828,371
288,828,371
Weighted average number of ordinary shares outstanding—diluted
294,631,195
288,542,180
288,542,180
290,833,214
293,354,671
293,354,671
1 Starting in the first quarter of 2024, management has concluded to separate expenses related to borrower acquisitions from origination and servicing expenses and indirect expenses of the borrower acquisitions from general and administrative
expenses to a single line item as theses expenses become more and more significant and thus deemed to be useful to financial statement users. Furtherly, management has determined to embed the sales and marketing expenses, which is not
considered as material, in other line item. In conclusion, management has decided to combine these two line items into one captioned borrower acquisitions and marketing expenses. Management has correspondingly conformed prior period
presentation to current period presentation to enhance comparability. This change in presentation does not affect any subtotal line on the face of consolidated statements of comprehensive income.
(In thousands, except for share and per share data)
Three Months Ended December 31, 2023
Changes
before re-grouping
after re-grouping
RMB
RMB
RMB
Origination and servicing
755,238
420,987
(334,251)
Borrower acquisitions and marketing expenses
–
346,994
346,994
Sales and marketing
3,711
–
(3,711)
General and administrative
48,142
39,110
(9,032)
2 Starting in the first quarter of 2024, management has considered the facts that fair value change related to financial guarantee services and Consolidated Trusts are generated from ordinary course of businesses, and has concluded to reclass the
amount to captions above total operating costs and expenses. Prior to the reclassification, management classified all amount of fair value changes to captions below total operating costs and expenses. This reclassification does not have impact on net
income for any prior periods presented.
3 The Company has revised the presentation of the gain (loss) from financial investments at equity method after income tax expense, which previously reported as “Income (loss) from financial investments” before income tax expense. Additionally,
“Impairment losses on long-term investments” accounted under the equity method have been reclassified into the gain (loss) from equity in affiliates after income tax expense. This change in presentation does not affect the net income for any
periods presented.
X Financial
Unaudited Reconciliations of GAAP and Non-GAAP Results
Three Months Ended December 31,
Twelve Months Ended December 31,
(In thousands, except for share and per share data)
2023
2024
2024
2023
2024
2024
RMB
RMB
USD
RMB
RMB
USD
GAAP net income
188,968
385,626
52,829
1,186,794
1,539,906
210,965
Less: Income (loss) from financial investments (net of tax of nil)
5,480
13,396
1,835
6,498
17,134
2,347
Less: Impairment losses on financial investments (net of tax of nil)
–
–
–
–
–
–
Less: Impairment losses on long-term investments (net of tax)
(35,079)
(16,680)
(2,285)
(35,079)
(16,680)
(2,285)
Less: Gain (loss) from financial investments at equity method (net of tax of nil)
(3,794)
(9,030)
(1,237)
(18,723)
41,118
5,633
Add: Share-based compensation expenses (net of tax of nil)
8,421
10,082
1,381
42,598
40,178
5,504
Non-GAAP adjusted net income
230,782
408,022
55,897
1,276,696
1,538,512
210,774
Non-GAAP adjusted net income per share—basic
0.79
1.45
0.20
4.43
5.33
0.73
Non-GAAP adjusted net income per share—diluted
0.78
1.41
0.19
4.39
5.24
0.72
Non-GAAP adjusted net income per ADS—basic
4.74
8.70
1.19
26.58
31.98
4.38
Non-GAAP adjusted net income per ADS—diluted
4.68
8.46
1.16
26.34
31.44
4.31
Weighted average number of ordinary shares outstanding—basic
291,312,698
281,823,659
281,823,659
288,115,969
288,828,371
288,828,371
Weighted average number of ordinary shares outstanding—diluted
294,631,195
288,542,180
288,542,180
290,833,214
293,354,671
293,354,671
View original content:https://www.prnewswire.com/news-releases/x-financial-reports-fourth-quarter-and-fiscal-year-2024-unaudited-financial-results-302405928.html
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This release has been updated to include new information provided by TrendAI. The complete, corrected release follows, with additional details at the end:
TrendAI™ Adopts Claude Opus 5 to Advance Vulnerability Prioritization and Virtual Patching
As a participant in Anthropic’s Cyber Verification Program, TrendAI applies frontier reasoning to convert vulnerability intelligence into faster protection across hybrid environments
DALLAS, July 24, 2026 /PRNewswire/ — TrendAI™, the enterprise AI security leader from Trend Micro Incorporated (TYO: 4704; TSE: 4704), today announced it is adopting Claude Opus 5, Anthropic’s latest and most capable Opus model, to help security teams convert vulnerability intelligence into immediate protection, from prioritization to virtual patching. The move builds on TrendAI’s collaboration with Anthropic on Claude Opus 4.8, extending the same defensive focus to a model that delivers step-change gains in advanced reasoning, agentic workflows, and long-horizon analysis. As AI makes finding vulnerabilities easier than ever, the harder problem becomes protecting organizations faster than software can be permanently patched, and that is where TrendAI is putting Opus 5 to work.
As a participant in Anthropic’s Cyber Verification Program, which credentials organizations for the defensive use of frontier AI models, TrendAI is positioned to apply Claude Opus 5 to defensive security as access becomes available. The model is Zero Data Retention compatible, supporting TrendAI’s governance and data-protection requirements as it scales AI across security operations.
The work extends to TrendAI Threat Research, where frontier AI models are combined with our proprietary frontier intelligence engine and human expertise to generate pre-disclosure intelligence. Those insights power TrendAI Vision One™, delivering stronger detection, deeper forensic insights, and proactive protection through virtual patching.
Rachel Jin, Chief Platform and Business Officer, Head of TrendAI™:
“With Claude Opus 5, TrendAI can move from vulnerability intelligence to action faster than ever, prioritizing what matters most by exploitability and business impact. Finding the vulnerability was always the hard part. Now the challenge is protecting organizations faster than software can be permanently patched, and frontier reasoning is what changes that equation, extending all the way to virtual patching that protects customers before a vendor fix ships. This is what it means to secure the AI age, fearlessly.”
These capabilities support TrendAI Vision One™ in helping security analysts, AppSec teams, and SOC teams prioritize exposure, map attack paths, and accelerate mitigation, including virtual patching, across hybrid environments, moving vulnerability management from a static scanning process into a faster, context-aware risk mitigation workflow.
About TrendAI™
TrendAI™, the global AI security leader and enterprise business unit of Trend Micro, empowers organizations with full AI visibility and consolidated security that inspires confidence, drives innovation, and eliminates risk. Trusted by the largest enterprises and governments across 185 countries, TrendAI™ secures the entire organization, from identities, to infrastructure, to data. Global Fortune 500 companies rely on TrendAI™ to cut risk and stop threats up to three months earlier, powered by world-leading threat and attack intelligence. Through deep ecosystem partnerships with market leaders like NVIDIA, Anthropic, AWS, Google, and Microsoft, TrendAI™ empowers your organization to securely drive forward at the speed of AI. AI Fearlessly. Learn more: trendaisecurity.com
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Anthropic is an AI safety and research company dedicated to building reliable, interpretable, and steerable AI systems. Its Claude family of models, including Claude Opus 5, enables advanced capabilities across a wide range of applications, including code understanding and security analysis.
Update: The latest version of this release includes additional statements from TrendAI related to the original announcement.
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Ralph Ye on 10 Years of Entrepreneurship at CASEKOO: Less Identity Shift, More Habits That Endure
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14 minutes agoon
July 24, 2026By
NEW YORK, July 24, 2026 /PRNewswire/ — As CASEKOO approaches its 10th anniversary, founder Ralph Ye says the company’s biggest achievement isn’t measured by units sold, but by how its philosophy has evolved.
Ten years ago, Ye found himself frustrated by a simple problem: his phone wouldn’t stand upright on a fast-food table. Instead of accepting the inconvenience, he saw an opportunity to rethink what a phone case could do.
Today, CASEKOO has sold more than 20 million phone cases across 32 countries. Over the past decade, the company has evolved from creating protective accessories into designing products that fit naturally into everyday life.
“Innovation isn’t about changing identities,” Ye said. “It’s about making meaningful habits easier to keep.”
From Q Line to LinKOO
The evolution of CASEKOO’s product portfolio reflects a broader shift in the company’s design philosophy.
The journey began with the Q Line (Quality Line), a collection of crystal-clear phone cases engineered to deliver premium protection without compromising aesthetics. In 2021, CASEKOO introduced the E Line (Innovation Line), the world’s first phone case with an integrated ring stand. The product earned an iF Design Award and became an Amazon bestseller, demonstrating the market’s appetite for accessories that combined protection with everyday functionality. The X Line (Expression Line) followed, expanding the brand’s focus on personalization and expressive design.
Each product generation introduced new capabilities, but each also reinforced an important insight.
“We moved from Q Line to E Line to X Line, and every generation taught us something about what people actually need,” said Ye. “By the time we introduced The KOO series, we weren’t designing features anymore. We were designing around everyday behaviors.”
Today, the portfolio gives each rhythm a clear name: LinKOO — Link Your Way for hands-free carry, StandKOO — Elevate Your Day for hands-free viewing and grip, and X-LINE — Fit Your Vibe for expressive personalization.
It represents CASEKOO’s transition from designing accessories with added functions to creating products that support everyday habits. For the company, the future of consumer technology lies not in how many features a product offers, but in how seamlessly it integrates into the way people live.
A Philosophy Born from Everyday Life
The inspiration behind LinKOO came from one of Ye’s longest-standing habits.
For nearly two decades, he has left home every day holding his wife’s hand. One evening, while carrying his phone, keys, and wallet in his other hand, he realized how often everyday essentials compete with life’s simplest moments.
That observation inspired ClipSafe™, a foldable clasp integrated into the LinKOO series. Hidden when not in use and deployable with a single press, it allows users to carry everyday essentials without sacrificing comfort or aesthetics.
For CASEKOO, LinKOO is more than a product launch. It represents the company’s belief that technology should adapt to people—not the other way around.
“Ten years ago, we asked how to better protect a phone,” Ye said. “Today, we’re asking how to protect a moment.”
That is what designed to fit you means. That is Less Effort, More Living. And after a decade of iteration, failure, and quiet persistence, CASEKOO has finally arrived—not at an answer, but at a better question.
About CASEKOO
CASEKOO is a design-led lifestyle accessories brand built around a simple idea: freeing your hands in everyday life. Through thoughtful hands-free solutions, we help people move seamlessly between different moments of the day—from active, on-the-go moments to times of focus and connection.
What makes CASEKOO different from a regular phone case? We believe technology should support life, not interrupt it. By designing products that adapt naturally to how people live, work, and move, CASEKOO reduces everyday friction and creates a more effortless experience—making room for freedom, connection, and the moments that truly matter.
For more information, visit: casekoo.com.
Contact:
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Paramount Skydance Corporation Announces Extension of Expiration Dates of Previously Announced Exchange Offers and Tender Offers
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LOS ANGELES and NEW YORK, July 24, 2026 /PRNewswire/ — Paramount Skydance Corporation (NASDAQ: PSKY) (“Paramount”) today announced the extension of the Expiration Dates in connection with the previously announced (i) offers to purchase (the “Tender Offers” and each, a “Tender Offer”) for cash, upon the terms and subject to the conditions set forth in the related offer to purchase (the “Offer to Purchase”), any and all of the identified notes in each series of the Existing Tender Offer Notes (defined by reference to the table set forth below) issued by Discovery Global Holdings, Inc. (formerly WarnerMedia Holdings, Inc.) (the “DGH Issuer”) and Discovery Communications, LLC (the “DCL Issuer” and together with the DGH Issuer, each a “WBD Issuer” and collectively the “WBD Issuers”), as applicable, and (ii) offers to exchange (the “Exchange Offers” and each, an “Exchange Offer” and, together with the Tender Offers, the “Offers” and each, an “Offer”), upon the terms and subject to the conditions set forth in the related exchange offer memorandum (the “Offering Memorandum”), any and all of the identified notes in each series of the Existing Exchange Offer Notes (defined by reference to the table set forth below) (together with the Existing Tender Offer Notes, the “Offer Notes”) issued by the applicable WBD Issuer for notes to be newly issued by Paramount.
The Expiration Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) have been extended to 5:00 p.m., New York City time, on August 7, 2026, unless further extended. The Settlement Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) will occur promptly after the Expiration Date and are currently anticipated to occur in the third quarter of 2026. Paramount anticipates extending the Expiration Date for such Tender Offers and Exchange Offers until such time that would result in the Settlement Dates occurring on or promptly following the closing date of the proposed acquisition (the “Acquisition”) by Paramount of Warner Bros. Discovery, Inc. (“WBD”). Tenders of the Offer Notes in the Offers may be withdrawn at any time prior to the Expiration Date. The aforementioned extensions further extend the Expiration Dates previously extended by Paramount on June 12, 2026, June 26, 2026, July 13, 2026, and July 17, 2026.
As of 5:00 p.m., New York City time, on July 23, 2026, approximately 66.17% and 76.38% of the aggregate principal amount of the Existing Tender Offer Notes and Existing Exchange Offer Notes, respectively, have been validly tendered in the applicable Offers. As Paramount previously announced that it anticipates extending the Offers to align with the closing date of the Acquisition, Paramount does not view these figures to be representative of the final results of the applicable Offers.
Information about each series of Offer Notes eligible to participate in the Offers is summarized below.
Type of Offer
Offer Notes to be Tendered
or Exchanged, as
Applicable
Issuer of Offer Notes
CUSIP No. / Common Code
/ ISIN Eligible to
Participate in the Offers (1)
Aggregate Principal
Amount of Offer Notes
Eligible to Participate in the
Offers (2)
Tender Offer
3.950% Senior Notes due 2028
DCL Issuer
25470D CP2
US25470DCP24
$1,234,458,000
Exchange Offer
4.125% Senior Notes due 2029
DCL Issuer
25470D CQ0
US25470DCQ07
$655,825,000
Exchange Offer
3.625% Senior Notes due 2030
DCL Issuer
25470D CR8
US25470DCR89
$914,183,000
Exchange Offer
5.000% Senior Notes due 2037
DCL Issuer
25470D CS6
US25470DCS62
$453,281,000
Exchange Offer
6.350% Senior Notes due 2040
DCL Issuer
25470D CT4
US25470DCT46
$438,102,000
Exchange Offer
4.950% Senior Notes due 2042
DCL Issuer
25470D CU1
US25470DCU19
$130,366,000
Exchange Offer
4.875% Senior Notes due 2043
DCL Issuer
25470D V91 CV9US25470DC
$141,584,000
Exchange Offer
5.200% Senior Notes due 2047
DCL Issuer
25470D W74 CW7US25470DC
$3,161,000
Exchange Offer
5.300% Senior Notes due 2049
DCL Issuer
25470D X57 CX5US25470DC
$247,860,000
Tender Offer
3.755% Senior Notes due 2027
DGH Issuer
254948 AH5
US254948AH58
254948 AN2
US254948AN27
U25483 AA3
USU25483AA38
$1,189,336,000
Exchange Offer
4.054% Senior Notes due 2029
DGH Issuer
254948 AJ1
US254948AJ15
254948 AP7
US254948AP74
U25483 AB1
USU25483AB11
$1,353,828,000
Exchange Offer
4.279% Senior Notes due 2032
DGH Issuer
254948 AK8
US254948AK87
254948 AQ5
US254948AQ57
$2,691,764,000
Exchange Offer
5.050% Senior Notes due 2042
DGH Issuer
254948 AL6
US254948AL60
254948 AR3
US254948AR31
U25483 AD7
USU25483AD76
$4,104,687,000
Exchange Offer
5.141% Senior Notes due 2052
DGH Issuer
254948 AM4
US254948AM44
254948 AS1
US254948AS14
$949,883,000
Exchange Offer
4.302% Senior Notes due 2030
DGH Issuer
XS3393993285
339399328
€234,382,000
Exchange Offer
4.693% Senior Notes due 2033
DGH Issuer
XS3393994507
339399450
€316,641,000
1
No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the Offer Notes. Such identifiers are provided solely for the convenience of the holders.
2
Represents the aggregate principal amount of Offer Notes outstanding that are eligible to participate in the Offers.
The Exchange Offers are being made pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, and are also not being registered under any state or foreign securities laws. Any securities offered pursuant to the Exchange Offers may not be offered or sold in the United States or to any U.S. persons (as defined below) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers will only be made, and the securities offered pursuant to the Exchange Offers are only being offered and issued, to holders of applicable Existing Exchange Offer Notes who are (a) reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act or (b) not “U.S. persons,” as defined in Rule 902 of Regulation S under the Securities Act (such holders, “Eligible Holders”), and only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers. The eligibility certification is available electronically at: https://gbsc-usa.com/eligibility/paramount.
General
Each Offer is a separate offer, and each may be individually consummated, amended, extended, terminated, or withdrawn, subject to certain conditions and applicable law, at any time in Paramount’s sole discretion, and without also consummating, amending, extending, terminating, or withdrawing any other Offer with respect to any other series of Offer Notes. Paramount may terminate an Offer if any of the conditions of such Offer described in the Offer to Purchase or Offering Memorandum, as applicable, are not satisfied or waived by the applicable Expiration Date, subject to applicable law. In addition, Paramount may waive the conditions to an Offer without extending such Offer in accordance with applicable law.
The Offers are being made solely by Paramount and are not being made by WBD or the WBD Issuers. None of Paramount, WBD, the WBD Issuers, the Dealer Managers, the Exchange Agent (as defined below), the Information Agent (as defined below), the trustees under each of the indentures governing the Offer Notes, the trustee or collateral agent under the indenture that will govern the notes to be issued in the Exchange Offers, or any affiliate of any of them makes any recommendation as to whether any holder of Offer Notes should tender or refrain from tendering all or any portion of the principal amount of such holder’s Offer Notes for cash or notes to be issued in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision whether to tender Offer Notes in any Offer and, if so, the amount of Offer Notes to tender.
Only Eligible Holders may receive a copy of the Offering Memorandum and participate in the Exchange Offers. Paramount has engaged Global Bondholder Services Corporation to act as the exchange agent (in such capacity, the “Exchange Agent”) and information agent (in such capacity, the “Information Agent”) for the Offers. Questions concerning the Offers, or requests for additional copies of the Offer to Purchase or Offering Memorandum or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2014 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at contact@gbsc-usa.com. Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Offers. The Exchange Offer documents and the Tender Offer documents can be accessed at the following link: https://gbsc-usa.com/paramount.
Paramount has engaged BofA Securities and Citigroup as dealer managers (in such capacity, the “Dealer Managers”) for the Offers. Holders with questions regarding the Offers should contact BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (980) 388-3646 (collect) or debt_advisory@bofa.com or Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 or ny.liabilitymanagement@citi.com. Latham & Watkins LLP is serving as legal counsel to Paramount and Cahill Gordon & Reindel LLP is serving as legal counsel to the Dealer Managers.
This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security, and does not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
About Paramount, a Skydance Corporation
Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. PSKY’s portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment.
PSKY-IR
Cautionary Note Concerning Forward-Looking Statements
This communication contains “forward-looking statements” regarding the Acquisition and the other transactions referred to herein. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Paramount. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the Acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained or will be obtained subject to conditions that are not anticipated; the possibility that the transactions described herein will not be completed in the expected timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; potential adverse effects to the businesses of Paramount or WBD during the pendency of the Acquisition, such as employee departures or distraction of management from business operations; negative effects of the announcement or the consummation of the Acquisition on the market price of WBD or Paramount stock; the risk of stockholder litigation relating to the Acquisition, including resulting expense or delay; the potential that the expected benefits and opportunities of the Acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to the streaming business of the post-Acquisition combined business (the “Combined Company”); the adverse impact on the Combined Company’s advertising revenues as a result of changes in consumer behavior, advertising market conditions, and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to the Combined Company’s decision to invest in new businesses, products, services, and technologies, and the evolution of the Combined Company’s business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of the Combined Company’s content; damage to the Combined Company’s reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining the Combined Company’s intellectual property rights; domestic and global political, economic and regulatory factors affecting the Combined Company’s business generally or the Acquisition; the inability to hire or retain key employees or secure creative talent; disruptions to the Combined Company’s operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount’s ability to integrate, the businesses of Paramount Global, Skydance Media, LLC, and WBD successfully and to achieve anticipated synergies, including in the amounts or on the timelines anticipated to realize such synergies; litigation related to the Acquisition and other matters or transactions; risks associated with the Combined Company’s holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; risks related to our indebtedness, including our substantial outstanding debt obligations, our ability to incur substantially more debt and our ability to meet the financial and other covenants contained in the agreements governing the indebtedness of Paramount, WBD, or the Combined Company. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” Paramount’s most recently filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 4, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and Paramount’s subsequent filings with the SEC, and in WBD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the section captioned “Item 1A. Risk Factors,” WBD’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 6, 2026, and WBD’s subsequent filings with the SEC. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.
View original content:https://www.prnewswire.com/news-releases/paramount-skydance-corporation-announces-extension-of-expiration-dates-of-previously-announced-exchange-offers-and-tender-offers-302834084.html
SOURCE Paramount Skydance Corporation
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