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Category: Energy

  • MIL-OSI Security: Halting Wetland Loss through Nuclear Techniques

    Source: International Atomic Energy Agency – IAEA

    World Wetlands Day highlights the importance of the conservation and sustainability of one of the world’s most threatened ecosystems for the health of people and the planet. The IAEA is helping to protect them with isotopic techniques.

    This video was first published on 23 January 2024.

    MIL Security OSI –

    February 1, 2025
  • MIL-OSI Africa: Mission 300: Significant new donor pledges in support of the Sustainable Energy Fund for Africa announced on margins of the Africa Energy Summit

    Source: Africa Press Organisation – English (2) – Report:

    DAR ES SALAAM, Tanzania, January 31, 2025/APO Group/ —

    Denmark, the United Kingdom, Spain and France have unveiled new or additional contributions to the Sustainable Energy Fund for Africa, demonstrating strong support for the African Development Bank (www.AfDB.org)-managed fund as it expands energy access across Africa, including through the Mission 300 partnership. Another new donor – Japan –joined in December 2024 with a $5 million contribution under AGIA (https://apo-opa.co/3Eju6LT). 

    SEFA is a multi-donor Special Fund that provides catalytic finance to unlock private sector investments in renewable energy and energy efficiency. It aims to contribute to universal access to affordable, reliable, sustainable, and modern energy services for all in Africa in line with the New Deal on Energy for Africa and Mission 300. 

    Mission 300 (https://apo-opa.co/4hDAJqx), an ambitious new partnership of the African Development Bank Group, the World Bank Group and other development partners, aims to provide access to electricity to an additional 300 million Africans by 2030.  

    France, a new donor to SEFA, will provide €10 million. Denmark, the UK and Spain will increase existing contributions by DKK 100 million (€13.4 million), £8.5 million (€10.13) and €3 million, respectively.  

    France’s contribution will bolster the Africa Green Infrastructure Alliance (AGIA) (https://apo-opa.co/4aHQE4M), a platform of the African Development Bank, Africa 50 and other partners that will develop transformative sustainable infrastructure projects for investment.  

     These contributions come as SEFA enjoyed its best year on record in 2024, with $108 million approved for 14 projects. SEFA now boasts a portfolio of over $300 million in highly impactful investments and technical assistance programmes, which is expected to unlock up to $15 billion in investments and deliver approximately 12 million new electricity connections. 

    Denmark’s Acting State Secretary for Development Policy, Ole Thonke, said: “Africa is endowed with enormous untapped potential for renewable energy, which can fuel green industrialisation. The latest Danish financial contribution to SEFA will focus on the newly established Africa-led Accelerated Partnership for Renewables in Africa (APRA), further supporting the continent’s ambitious development and climate goals.” 

    “We are halfway through this decisive decade to achieve the sustainable development goals and get on track to tackle climate change,” said Rachel Kyte, UK Special Representative for Climate, Foreign, Commonwealth and Development Office. “Achieving our collective goals of reliable, affordable and clean power is a golden thread that links economic growth, greater investment, strengthened resilience and climate ambition. By accelerating the roll-out of clean power, the UK and Mission 300 are putting green and inclusive growth at the heart of our partnerships with Africa. Our announcement of an additional £8.5 million in UK funding for the AfDB’s SEFA will mobilise the much-needed private sector investment so that more Africans can access clean power right across the continent.” 

    Inés Carpio San Román, Alternate Governor of Spain for the African Development Bank, said, “We are pleased that Spain has decided to renew its support for the SEFA fund with a contribution of €3 million. This reaffirms our commitment to the crucial sector of renewable energy, which plays a key role in fostering sustainable development across Africa.” 

    “As a strong supporter of Africa’s green infrastructure investments with financial tools that mobilise private finance, France is proud to contribute €10 million to the AGIA through SEFA,” stated Bertrand Dumont, Director General of the French Treasury and Governor for France at the African Development Bank. “This very first contribution is our first step towards reinforcing Africa’s sustainable development and accelerating the continent’s path to a low-carbon economy. By investing in green infrastructure in Africa, we are investing for the future.”  

    Dr Daniel Schroth, Director of Renewable Energy and Energy Efficiency at the African Development Bank, said, “We welcome the new commitments from donors whose support underscores the impactful work of SEFA. These contributions are essential in enabling SEFA to fulfil its role as a key delivery vehicle for Mission 300 at this pivotal moment.” 

    MIL OSI Africa –

    February 1, 2025
  • MIL-OSI: Orrstown Financial Services, Inc. Reports Fourth Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    • Net income of $13.7 million, or $0.71 per diluted share, for the three months ended December 31, 2024 compared to net loss of $7.9 million, or $0.41 per diluted share, for the three months ended September 30, 2024; the fourth quarter of 2024 included $3.9 million in expenses related to the merger and $0.5 million for a legal settlement compared to $17.0 million in expenses related to the merger, $15.5 million of provision for credit losses on non-purchase credit deteriorated loans and $4.8 million for an executive retirement, net of taxes, for the third quarter of 2024;
    • Excluding the impact of the non-recurring charges referenced above, net income and diluted earnings per share, respectively, were $16.7 million(1) and $0.87(1) for the fourth quarter of 2024 compared to adjusted net income and diluted earnings per share of $21.4 million(1) and $1.11(1), respectively;
    • The Board of Directors declared a cash dividend of $0.26 per common share, payable February 21, 2025, to shareholders of record as of February 14, 2025; this represents an increase in the Company’s quarterly cash dividend of $0.03 per share, or 13%;
    • The previously announced cost save target of 18% has been achieved for the go-forward operating run rate as of December 31, 2024;
    • With the core conversion being completed in November 2024, the fourth quarter results reflected several ongoing activities associated with the conversion and the transitional period; the fourth quarter also included elevated salaries and employee benefit expenses due to year end performance-based incentive accruals;
    • Net interest margin, on a tax equivalent basis, was 4.05% in the fourth quarter of 2024 compared to 4.14% in the third quarter of 2024; the net accretion impact of purchase accounting marks was $7.2 million of net interest income, which represents 52 basis points of net interest margin for the fourth quarter of 2024 compared to $5.8 million of net interest income, which represents 42 basis points of net interest margin, for the third quarter of 2024;
    • Commercial loans declined by $59.5 million, or 2%, from September 30, 2024 to December 31, 2024 due primarily to strategic actions to reduce risk in the portfolio, including reducing commercial real estate (“CRE”) loan concentrations; a pool of mostly commercial and industrial loans totaling $6.0 million was sold, including $2.6 million of nonaccrual loans; total classified loans declined by $16.9 million during the fourth quarter of 2024;
    • Noninterest income decreased by $1.2 million to $11.2 million in the three months ended December 31, 2024 compared to $12.4 million in the three months ended September 30, 2024; this reduction was driven by certain courtesy fee waivers provided to clients as well as tax credits recognized in the third quarter of 2024 that did not recur in the fourth quarter;
    • The provision for credit losses was $1.8 million for the three months ended December 31, 2024, inclusive of a charge-off of $2.4 million for one commercial and industrial (C&I) relationship and charge-offs associated with the loan sale of $0.6 million, which was offset by the acceleration of a purchase mark for the same amount;
    • Tangible book value per common share(1) increased to $21.19 per share at December 31, 2024 compared to $21.12 per share at September 30, 2024.

    (1) Non-GAAP measure. See Appendix A for additional information.

    HARRISBURG, Pa., Jan. 31, 2025 (GLOBE NEWSWIRE) — Orrstown Financial Services, Inc. (NASDAQ: ORRF), the parent company of Orrstown Bank (the “Bank”), announced earnings for the three months ended December 31, 2024. Net income totaled $13.7 million for the three months ended December 31, 2024, compared to net loss of $7.9 million for the three months ended September 30, 2024 and net income of $7.6 million for the three months ended December 31, 2023. Diluted earnings per share was $0.71 for the three months ended December 31, 2024, compared to diluted loss per share of $0.41 for the three months ended September 30, 2024 and diluted earnings per share of $0.73 for the three months ended December 31, 2023. For the fourth quarter of 2024, excluding the impact of merger-related expenses and other non-recurring charges, net of taxes, net income and diluted earnings per share were $16.7 million(1) and $0.87(1), respectively. For the third quarter of 2024, excluding the impact of the merger-related expenses, net of taxes, net income and diluted earnings per share were $21.4 million(1) and $1.11(1), respectively. For the fourth quarter of 2023, excluding the impact from the merger-related expenses, net income and diluted earnings per share were $8.6 million(1) and $0.83(1), respectively.

    “While we are pleased with another year of strong core earnings, we are even more excited about what lies ahead,” said Thomas R. Quinn, Jr., President and Chief Executive Officer. “We successfully completed our core conversion in November and have achieved the targeted 18% cost savings in our future operating run rate of the two banks’ combined noninterest expense base. With the integration behind us, we look forward to returning our focus to growing the company, enhancing shareholder value and building the premier community banking franchise in our Pennsylvania and Maryland markets.”

    (1) Non-GAAP measure. See Appendix A for additional information.

    DISCUSSION OF RESULTS

    Balance Sheet

    Loans

    Loans held for investment was $3.9 billion at December 31, 2024, a decrease of $50.2 million, compared to $4.0 billion at September 30, 2024. The decrease from the third quarter of 2024 was primarily due to strategic actions to reduce risk in the portfolio, including reducing CRE loan concentrations.

    Investment Securities

    Investment securities, all of which are classified as available-for-sale, increased by $2.9 million to $829.7 million at December 31, 2024 from $826.8 million at September 30, 2024. During the fourth quarter of 2024, investment securities totaling $37.7 million were purchased, partially offset by paydowns of $18.1 million and net unrealized losses of $16.2 million. The overall duration of the Company’s investment securities portfolio was 4.1 years at December 31, 2024 compared to 4.6 years at September 30, 2024. See Appendix B for a summary of the Bank’s investment securities at December 31, 2024, highlighting their concentrations, credit ratings and credit enhancement levels.

    Deposits

    During the fourth quarter of 2024, deposits decreased by $35.1 million to $4.6 billion at December 31, 2024 compared to $4.7 billion at September 30, 2024 due to normal seasonal activity. The Bank’s loan-to-deposit ratio decreased slightly to 85% at December 31, 2024 from 86% at September 30, 2024.

    Borrowings

    The Bank actively manages its liquidity position through its various sources of funding to meet the needs of its clients. FHLB advances and other borrowings remained at $115.4 million at December 31, 2024 and September 30, 2024. The Bank seeks to maintain sufficient liquidity to ensure client needs can be addressed in a timely basis. The Bank had available alternative funding sources, such as FHLB advances and other wholesale options, of approximately $1.7 billion at December 31, 2024.

    Goodwill and Intangible Assets

    Goodwill decreased by $2.5 million from September 30, 2024 to December 31, 2024 due to certain purchase accounting adjustments, primarily an increase in the core deposit intangible of $4.1 million.

    Income Statement

    Net Interest Income and Margin

    Net interest income was $50.6 million for the three months ended December 31, 2024 compared to $51.7 million for the three months ended September 30, 2024. The net interest margin, on a tax equivalent basis, decreased to 4.05% in the fourth quarter of 2024 from 4.14% in the third quarter of 2024. The net interest margin was positively impacted by the net accretion impact of purchase accounting marks on loans, securities, deposits and borrowings of $7.2 million, which represents 52 basis points of net interest margin during the fourth quarter of 2024. During the third quarter of 2024, the net accretion impact of purchase accounting marks was $5.8 million, which represented 42 basis points of net interest margin. Funding costs show signs of stabilizing.

    Interest income on loans, on a tax equivalent basis, decreased by $2.7 million to $68.1 million for the three months ended December 31, 2024 compared to $70.8 million for the three months ended September 30, 2024. Average loans decreased by $28.0 million during the three months ended December 31, 2024 compared to the three months ended September 30, 2024.

    Interest income on investment securities, on a tax equivalent basis, was $9.9 million for the fourth quarter of 2024 compared to $10.1 million in the third quarter of 2024.

    Interest expense, on a tax equivalent basis, decreased by $1.9 million to $29.4 million for the three months ended December 31, 2024 compared to $31.3 million for the three months ended September 30, 2024. Average interest-bearing deposits decreased by $58.1 million during the three months ended December 31, 2024 compared to the three months ended September 30, 2024. Average borrowings decreased by $1.3 million during the three months ended December 31, 2024 compared to the three months ended September 30, 2024. Interest expense includes $0.9 million and $1.5 million of amortization of purchase accounting marks for the three months ended December 31, 2024 and September 30, 2024, respectively.

    Provision for Credit Losses

    The allowance for credit losses (“ACL”) on loans decreased to $48.7 million at December 31, 2024 from $49.6 million at September 30, 2024. The ACL to total loans was 1.24% at December 31, 2024 compared to 1.25% at September 30, 2024. The Company recorded a provision for credit losses on loans of $2.1 million for the three months ended December 31, 2024 compared to $14.1 million for the three months ended September 30, 2024. Net charge-offs were $3.0 million for the three months ended December 31, 2024 compared to net charge-offs of $0.3 million for the three months ended September 30, 2024. During the fourth quarter of 2024, the Bank sold $6.0 million of mostly C&I loans, which resulted in a charge-off totaling $0.6 million. There was also a corresponding $0.6 million of purchase accounting accretion associated with these loans.

    Classified loans decreased by $16.9 million to $88.6 million at December 31, 2024 from $105.5 million at September 30, 2024 primarily due to a combination of repayments and net rating upgrades, in addition to the loan sale. Non-accrual loans decreased by $2.8 million to $24.1 million at December 31, 2024 from $26.9 million at September 30, 2024 partially due to a sale of mostly C&I loans on nonaccrual status totaling $2.6 million during the fourth quarter of 2024. Nonaccrual loans to total loans decreased to 0.61% at December 31, 2024 compared to 0.68% at September 30, 2024 and decreased from 1.11% at December 31, 2023. Management believes the ACL to be adequate based on current asset quality metrics and economic conditions.

    Noninterest Income

    Noninterest income decreased by $1.2 million to $11.2 million in the three months ended December 31, 2024 from $12.4 million in the three months ended September 30, 2024. There were reduced service charges in the fourth quarter due to fee waivers provided to clients in the post-conversion period from November through the end of the year.

    Wealth management income decreased to $4.9 million in the three months ended December 31, 2024 compared to $5.0 million for the three months ended September 30, 2024. The team continues to provide value added services to clients and deliver strong results.

    Other income decreased by $0.3 million to $1.6 million in the three months ended December 31, 2024 compared to $1.9 million in the three months ended September 30, 2024 due to income from solar tax credits totaling $0.3 million recorded during the third quarter of 2024.

    Noninterest Expenses

    Noninterest expenses decreased by $17.4 million to $42.9 million in the three months ended December 31, 2024 from $60.3 million in the three months ended September 30, 2024.

    The Company’s financial results for any periods ended prior to July 1, 2024 reflect Orrstown’s results only on a standalone basis. As a result of this factor and the merger-related items below, the Company’s financial results for the fourth quarter of 2024 may not be directly comparable to prior reported periods.

    For the three months ended December 31, 2024, merger-related expenses totaled $3.9 million, a decrease of $13.1 million, compared to $17.0 million for the three months ended September 30, 2024. The merger costs incurred during the fourth quarter of 2024 include employee separation costs, software conversion costs and professional fees. The Company expect to incur some additional merger-related expenses in the first quarter of 2025.

    Salaries and benefits expense decreased by $4.8 million to $22.4 million for the three months ended December 31, 2024 compared to $27.2 million for the three months ended September 30, 2024. The three months ended September 30, 2024 included $4.8 million of expenses associated with the retirement of an executive.

    Intangible asset amortization increased to $2.8 million for the three months ended December 31, 2024 compared to $2.5 million for the three months ended September 30, 2024. This increase is due to the amortization expense recognized on the core deposit intangible of $40.1 million and wealth customer relationship intangible of $10.4 million established on July 1, 2024 from the merger. Due to the aforementioned purchase accounting adjustment, the three months ended December 31, 2024 included $0.4 million of additional amortization expense associated with this adjustment.

    Taxes other than income decreased by $0.8 million in the three months ended December 31, 2024 compared to the three months ended September 30, 2024. This decrease reflects tax credits recognized during the fourth quarter of 2024.

    Income Taxes

    The Company’s effective tax rate was 20.1% for both the fourth and third quarters of 2024. The Company’s effective tax rate for the three months ended December 31, 2024 is less than the 21% federal statutory rate primarily due to tax-exempt income, including interest earned on tax-exempt loans and securities and income from life insurance policies and tax credits partially offset by the disallowed portion of interest expense against earnings in association with the Bank’s tax-exempt investments under the Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”) and the impact of nondeductible merger-related costs. The Company regularly analyzes its projected taxable income and makes adjustments to the provision for income taxes accordingly.

    Capital

    Shareholders’ equity totaled $516.7 million at December 31, 2024 compared to $516.2 million at September 30, 2024. The impact of net income of $13.7 million was offset by a reduction of $10.4 million in accumulated other comprehensive loss from an increase in unrealized losses in the investment portfolio and dividend payments of $4.4 million.

    Tangible book value per share(1) increased to $21.19 per share at December 31, 2024 from $21.12 per share at September 30, 2024.

    The Company’s tangible common equity ratio was 7.5% at both December 31, 2024 and September 30, 2024. The Company’s total risk-based capital ratio was 12.4% at both December 31, 2024 and September 30, 2024. The Company’s Tier 1 leverage ratio increased to 8.3% at December 31, 2024 compared to 8.0% at September 30, 2024 driven by earnings and a decrease in average assets during the fourth quarter of 2024.

    At December 31, 2024, all four capital ratios applicable to the Company were above regulatory minimum levels to be deemed “well capitalized” under current bank regulatory guidelines. The Company continues to believe that capital is adequate to support the risks inherent in the balance sheet, as well as growth requirements.

    (1) Non-GAAP measure. See Appendix A for additional information.

    Investor Relations Contact:
    Neelesh Kalani
    Executive Vice President, Chief Financial Officer
    Phone (717) 510-7097
    FINANCIAL HIGHLIGHTS (Unaudited)              
                   
      Three Months Ended   Twelve Months Ended
      December 31,   December 31,   December 31,   December 31,
    (In thousands)   2024       2023       2024       2023  
                   
    Profitability for the period:              
    Net interest income $ 50,573     $ 26,018     $ 155,254     $ 104,906  
    Provision for credit losses   1,755       418       16,546       1,682  
    Noninterest income   11,247       6,491       37,435       25,652  
    Noninterest expenses   42,930       22,392       148,337       83,843  
    Income before income tax expense   17,135       9,699       27,806       45,033  
    Income tax expense   3,451       2,056       5,756       9,370  
    Net income available to common shareholders $ 13,684     $ 7,643     $ 22,050     $ 35,663  
                   
    Financial ratios:              
    Return on average assets (1)   1.00 %     1.00 %     0.51 %     1.19 %
    Return on average assets, adjusted (1) (2) (3)   1.22 %     1.13 %     1.30 %     1.22 %
    Return on average equity (1)   10.54 %     12.21 %     5.62 %     14.66 %
    Return on average equity, adjusted (1) (2) (3)   12.86 %     13.77 %     14.29 %     15.06 %
    Net interest margin (1)   4.05 %     3.71 %     3.92 %     3.80 %
    Efficiency ratio   69.4 %     68.9 %     77.0 %     64.2 %
    Efficiency ratio, adjusted (2) (3)   62.3 %     65.6 %     62.5 %     63.4 %
    Income per common share:              
    Basic $ 0.72     $ 0.74     $ 1.49     $ 3.45  
    Basic, adjusted (2) (3) $ 0.87     $ 0.84     $ 3.80     $ 3.54  
    Diluted $ 0.71     $ 0.73     $ 1.48     $ 3.42  
    Diluted, adjusted (2) (3) $ 0.87     $ 0.83     $ 3.76     $ 3.51  
                   
    Average equity to average assets   9.45 %     8.18 %     9.08 %     8.11 %
                   
    (1) Annualized for the three months ended December 31, 2024 and 2023.
    (2) Ratio has been adjusted for the non-recurring charges for all periods presented.
    (3) Non-GAAP based financial measure. Please refer to Appendix A – Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations for a discussion of our use of non-GAAP based financial measures, including tables reconciling GAAP and non-GAAP financial measures appearing herein.
    FINANCIAL HIGHLIGHTS (Unaudited)      
    (continued)      
      December 31,   December 31,
    (Dollars in thousands, except per share amounts)   2024       2023  
    At period-end:      
    Total assets $ 5,431,023     $ 3,064,240  
    Loans, net of allowance for credit losses   3,882,525       2,269,611  
    Loans held-for-sale, at fair value   6,614       5,816  
    Securities available for sale, at fair value   829,711       513,519  
    Total deposits   4,615,706       2,558,814  
    FHLB advances and other borrowings and Securities sold under agreements to repurchase   141,227       147,285  
    Subordinated notes and trust preferred debt   68,680       32,093  
    Shareholders’ equity   516,682       265,056  
           
    Credit quality and capital ratios (1):      
    Allowance for credit losses to total loans   1.24 %     1.25 %
    Total nonaccrual loans to total loans   0.61 %     1.11 %
    Nonperforming assets to total assets   0.45 %     0.83 %
    Allowance for credit losses to nonaccrual loans   202 %     112 %
    Total risk-based capital:      
    Orrstown Financial Services, Inc.   12.4 %     13.0 %
    Orrstown Bank   12.4 %     12.8 %
    Tier 1 risk-based capital:      
    Orrstown Financial Services, Inc.   10.2 %     10.8 %
    Orrstown Bank   11.2 %     11.6 %
    Tier 1 common equity risk-based capital:      
    Orrstown Financial Services, Inc.   10.0 %     10.8 %
    Orrstown Bank   11.2 %     11.6 %
    Tier 1 leverage capital:      
    Orrstown Financial Services, Inc.   8.3 %     8.9 %
    Orrstown Bank   9.1 %     9.5 %
           
    Book value per common share $ 26.65     $ 24.98  
           
    (1) Capital ratios are estimated for the current period, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses (“CECL”) to regulatory capital. Beginning in 2023, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the CECL standard.
    CONSOLIDATED BALANCE SHEETS (Unaudited)      
           
    (Dollars in thousands, except per share amounts) December 31, 2024   December 31, 2023
    Assets      
    Cash and due from banks $ 51,026     $ 32,586  
    Interest-bearing deposits with banks   187,282       32,575  
    Cash and cash equivalents   238,308       65,161  
    Restricted investments in bank stocks   20,232       11,992  
    Securities available for sale (amortized cost of $864,920 and $549,089 at December 31, 2024 and December 31, 2023, respectively)   829,711       513,519  
    Loans held for sale, at fair value   6,614       5,816  
    Loans   3,931,214       2,298,313  
    Less: Allowance for credit losses   (48,689 )     (28,702 )
    Net loans   3,882,525       2,269,611  
    Premises and equipment, net   50,217       29,393  
    Cash surrender value of life insurance   143,854       73,204  
    Goodwill   68,106       18,724  
    Other intangible assets, net   47,765       2,414  
    Accrued interest receivable   21,058       13,630  
    Deferred tax assets, net   42,647       22,017  
    Other assets   79,986       38,759  
    Total assets $ 5,431,023     $ 3,064,240  
           
    Liabilities      
    Deposits:      
    Noninterest-bearing $ 886,786     $ 430,959  
    Interest-bearing   3,728,920       2,127,855  
    Total deposits   4,615,706       2,558,814  
    Securities sold under agreements to repurchase and federal funds purchased   25,863       9,785  
    FHLB advances and other borrowings   115,364       137,500  
    Subordinated notes and trust preferred debt   68,680       32,093  
    Other liabilities   88,728       60,992  
    Total liabilities   4,914,341       2,799,184  
           
    Shareholders’ Equity      
    Preferred stock, $1.25 par value per share; 500,000 shares authorized; no shares issued or outstanding   —       —  
    Common stock, no par value—$0.05205 stated value per share; 50,000,000 shares authorized; 19,722,640 shares issued and 19,389,967 outstanding at December 31, 2024; 11,204,599 shares issued and 10,612,390 outstanding at December 31, 2023   1,027       583  
    Additional paid—in capital   423,274       189,027  
    Retained earnings   126,540       117,667  
    Accumulated other comprehensive loss   (26,316 )     (28,476 )
    Treasury stock— 332,673 and 592,209 shares, at cost at December 31, 2024 and December 31, 2023, respectively   (7,843 )     (13,745 )
    Total shareholders’ equity   516,682       265,056  
    Total liabilities and shareholders’ equity $ 5,431,023     $ 3,064,240  
    ORRSTOWN FINANCIAL SERVICES, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                     
        Three Months Ended   Twelve Months Ended
        December 31,   December 31,   December 31,   December 31,
    (Dollars in thousands, except per share amounts)     2024       2023       2024       2023  
    Interest income                
    Loans   $ 67,870     $ 33,910     $ 210,287     $ 126,595  
    Investment securities – taxable     8,773       4,787       27,361       18,031  
    Investment securities – tax-exempt     880       871       3,521       3,462  
    Short-term investments     2,492       460       7,764       1,809  
    Total interest income     80,015       40,028       248,933       149,897  
    Interest expense                
    Deposits     26,850       12,118       84,234       37,510  
    Securities sold under agreements to repurchase and federal funds purchased     67       30       215       114  
    FHLB advances and other borrowings     1,165       1,358       4,945       5,350  
    Subordinated notes and trust preferred debt     1,360       504       4,285       2,017  
    Total interest expense     29,442       14,010       93,679       44,991  
    Net interest income     50,573       26,018       155,254       104,906  
    Provision for credit losses     1,755       418       16,546       1,682  
    Net interest income after provision for credit losses     48,818       25,600       138,708       103,224  
    Noninterest income                
    Service charges     2,050       1,198       6,893       4,866  
    Interchange income     1,608       952       5,259       3,873  
    Swap fee income     597       588       1,676       1,039  
    Wealth management income     4,902       2,945       16,353       11,340  
    Mortgage banking activities     517       143       1,835       591  
    Investment securities (losses) gains     (5 )     (39 )     249       (47 )
    Other income     1,578       704       5,170       3,990  
    Total noninterest income     11,247       6,491       37,435       25,652  
    Noninterest expenses                
    Salaries and employee benefits     22,444       12,848       76,581       50,983  
    Occupancy, furniture and equipment     4,893       2,534       14,570       9,593  
    Data processing     1,540       1,247       6,088       4,913  
    Advertising and bank promotions     878       501       2,587       2,157  
    FDIC insurance     955       460       2,677       1,960  
    Professional services     1,591       702       4,142       2,905  
    Taxes other than income     (312 )     203       734       1,050  
    Intangible asset amortization     2,838       236       5,742       953  
    Merger-related expenses     3,887       1,059       22,671       1,059  
    Restructuring expenses     39       —       296       —  
    Other operating expenses     4,177       2,602       12,249       8,270  
    Total noninterest expenses     42,930       22,392       148,337       83,843  
    Income before income tax expense     17,135       9,699       27,806       45,033  
    Income tax expense     3,451       2,056       5,756       9,370  
    Net income   $ 13,684     $ 7,643     $ 22,050     $ 35,663  
    continued
                     
        Three Months Ended   Twelve Months Ended
        December 31,   December 31,   December 31,   December 31,
          2024       2023       2024       2023  
    Share information:                
    Basic earnings per share   $ 0.72     $ 0.74     $ 1.49     $ 3.45  
    Diluted earnings per share   $ 0.71     $ 0.73     $ 1.48     $ 3.42  
    Dividends paid per share   $ 0.23     $ 0.20     $ 0.86     $ 0.80  
    Weighted average shares – basic     19,118       10,321       14,761       10,340  
    Weighted average shares – diluted     19,300       10,419       14,914       10,435  
    ANALYSIS OF NET INTEREST INCOME        
    Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)    
         
      Three Months Ended
      12/31/2024   9/30/2024   6/30/2024   3/31/2024   12/31/2023
          Taxable-   Taxable-       Taxable-   Taxable-       Taxable-   Taxable-       Taxable-   Taxable-       Taxable-   Taxable-
      Average   Equivalent   Equivalent   Average   Equivalent   Equivalent   Average   Equivalent   Equivalent   Average   Equivalent   Equivalent   Average   Equivalent   Equivalent
    (In thousands) Balance   Interest   Rate   Balance   Interest   Rate   Balance   Interest   Rate   Balance   Interest   Rate   Balance   Interest   Rate
    Assets                                                          
    Federal funds sold & interest-bearing bank balances $ 199,236   $ 2,492     4.96 %   $ 184,465   $ 2,452     5.29 %   $ 142,868   $ 1,864     5.25 %   $ 74,523   $ 956     5.16 %   $ 37,873   $ 460     4.82 %
    Investment securities (1)(2)   849,389     9,887     4.66       849,700     10,123     4.77       538,451     6,114     4.54       519,851     5,694     4.39       508,891     5,890     4.63  
    Loans (1)(3)(4)(5)(6)   3,961,269     68,073     6.82       3,989,259     70,849     7.07       2,324,942     35,690     6.17       2,308,103     36,382     6.34       2,286,678     34,055     5.91  
    Total interest-earning assets   5,009,894     80,452     6.38       5,023,424     83,424     6.61       3,006,261     43,668     5.84       2,902,477     43,032     5.96       2,833,442     40,405     5.67  
    Other assets   454,271             491,719             204,863             196,295             204,382        
    Total assets $ 5,464,165           $ 5,515,143           $ 3,211,124           $ 3,098,772           $ 3,037,824        
    Liabilities and Shareholders’ Equity                                                
    Interest-bearing demand deposits(7) $ 1,257,316     5,360     1.69     $ 2,554,743     16,165     2.52     $ 1,649,753     10,118     2.47     $ 1,570,622     9,192     2.35     $ 1,543,575     8,333     2.14  
    Savings deposits(7)   1,538,287     10,381     2.68       283,337     148     0.21       165,467     140     0.34       170,005     144     0.34       178,351     153     0.34  
    Time deposits   998,963     11,109     4.41       1,014,628     12,290     4.82       481,721     5,007     4.18       428,443     4,180     3.92       392,085     3,632     3.67  
    Total interest-bearing deposits   3,794,566     26,850     2.81       3,852,708     28,603     2.95       2,296,941     15,265     2.67       2,169,070     13,516     2.51       2,114,011     12,118     2.27  
    Securities sold under agreements to repurchase and federal funds purchased   21,572     67     1.23       23,075     96     1.66       13,412     27     0.81       12,010     25     0.85       13,874     30     0.85  
    FHLB advances and other borrowings   115,373     1,165     4.01       115,388     1,154     3.98       115,000     1,152     4.03       137,505     1,474     4.31       127,843     1,358     4.21  
    Subordinated notes and trust preferred debt   68,571     1,360     7.88       68,399     1,437     8.36       32,118     734     9.19       32,100     754     9.45       32,083     504     6.29  
    Total interest-bearing liabilities   4,000,082     29,442     2.92       4,059,570     31,290     3.07       2,457,471     17,178     2.81       2,350,685     15,769     2.70       2,287,811     14,010     2.43  
    Noninterest-bearing demand deposits   849,999             807,886             423,037             417,469             441,695        
    Other liabilities   97,685             110,017             57,828             62,329             59,876        
    Total liabilities   4,947,766             4,977,473             2,938,336             2,830,483             2,789,382        
    Shareholders’ equity   516,399             537,670             272,788             268,289             248,442        
    Total $ 5,464,165           $ 5,515,143           $ 3,211,124           $ 3,098,772           $ 3,037,824        
    Taxable-equivalent net interest income / net interest spread       51,010     3.46 %         52,134     3.55 %         26,490     3.02 %         27,263     3.26 %         26,395     3.24 %
    Taxable-equivalent net interest margin         4.05 %           4.14 %           3.54 %           3.77 %           3.71 %
    Taxable-equivalent adjustment       (437 )             (437 )             (387 )             (382 )             (377 )    
    Net interest income     $ 50,573             $ 51,697             $ 26,103             $ 26,881             $ 26,018      
    Ratio of average interest-earning assets to average interest-bearing liabilities         125 %           124 %           122 %           123 %           124 %
                                                               
    NOTES:                                                          
    (1) Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate.
    (2) Average balance of investment securities is computed at fair value.
    (3) Average balances include nonaccrual loans.
    (4) Interest income on loans includes prepayment and late fees, where applicable.
    (5) Interest income on loans includes interest recovered of $1.6 million from the payoff of a commercial real estate loan on nonaccrual status in the three months ended March 31, 2024.
    (6) Interest income on loans includes accretion on purchase accounting marks of $7.6 million, $7.3 million, $0.2 million, $0.1 million and $0.1 million for the three months ended December 31, 2024, September 30, 2024, June 30, 2024, March 31, 2024 and December 31, 2023, respectively.
    (7) Changes between average deposit type balances are due to operational updates for deposit sweeps during the three months ended December 31, 2024.
    ANALYSIS OF NET INTEREST INCOME        
    Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)    
    (continued)                      
      Twelve Months Ended
      December 31, 2024   December 31, 2023
          Taxable-   Taxable-       Taxable-   Taxable-
      Average   Equivalent   Equivalent   Average   Equivalent   Equivalent
    (In thousands) Balance   Interest   Rate   Balance   Interest   Rate
    Assets                      
    Federal funds sold & interest-bearing bank balances $ 150,500     $ 7,764       5.14 %   $ 40,856     $ 1,809       4.43 %
    Investment securities (1)(2)   690,223       31,817       4.60       520,465       22,414       4.31  
    Loans (1)(3)(4)(5)(6)   3,150,425       210,994       6.68       2,239,574       127,107       5.68  
    Total interest-earning assets   3,991,148       250,575       6.26       2,800,895       151,330       5.40  
    Other assets   330,324               198,632          
    Total assets $ 4,321,472             $ 2,999,527          
    Liabilities and Shareholders’ Equity                      
    Interest-bearing demand deposits(7) $ 1,147,124       21,455       1.87     $ 1,525,204       26,944       1.77  
    Savings deposits(7)   1,153,097       30,193       2.61       198,157       585       0.30  
    Time deposits   732,446       32,586       4.44       338,170       9,981       2.95  
    Total interest-bearing deposits   3,032,667       84,234       2.77       2,061,531       37,510       1.82  
    Securities sold under agreements to repurchase and federal funds purchased   17,543       215       1.22       14,111       114       0.80  
    FHLB advances and other borrowings   120,787       4,945       4.08       123,697       5,350       4.32  
    Subordinated notes and trust preferred debt   50,397       4,285       8.48       32,058       2,017       6.29  
    Total interest-bearing liabilities   3,221,394       93,679       2.91       2,231,397       44,991       2.02  
    Noninterest-bearing demand deposits   625,714               470,349          
    Other liabilities   82,084               54,447          
    Total liabilities   3,929,192               2,756,193          
    Shareholders’ equity   392,280               243,334          
    Total liabilities and shareholders’ equity $ 4,321,472             $ 2,999,527          
    Taxable-equivalent net interest income / net interest spread       156,896       3.36 %         106,339       3.39 %
    Taxable-equivalent net interest margin           3.92 %             3.80 %
    Taxable-equivalent adjustment       (1,642 )             (1,433 )    
    Net interest income     $ 155,254             $ 104,906      
    Ratio of average interest-earning assets to average interest-bearing liabilities           124 %             126 %
                           
    NOTES TO ANALYSIS OF NET INTEREST INCOME:
    (1) Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate.
    (2) Average balance of investment securities is computed at fair value.
    (3) Average balances include nonaccrual loans.
    (4) Interest income on loans includes prepayment and late fees, where applicable.
    (5) Interest income on loans includes interest recovered of $1.6 million from the payoff of a commercial real estate loan on nonaccrual status for the twelve months ended December 31, 2024.
    (6) Interest income on loans includes accretion on purchase accounting marks of $15.2 million and $0.7 million for the twelve months ended December 31, 2024 and 2023, respectively.
    (7) Changes between average deposit type balances are due to operational updates for deposit sweeps during the three months ended December 31, 2024.
    ORRSTOWN FINANCIAL SERVICES, INC.        
    HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)        
                       
    (In thousands) December 31,
    2024
      September 30,
    2024
      June 30,
    2024
      March 31,
    2024
      December 31,
    2023
    Profitability for the quarter:                  
    Net interest income $ 50,573     $ 51,697     $ 26,103     $ 26,881     $ 26,018  
    Provision for credit losses   1,755       13,681       812       298       418  
    Noninterest income   11,247       12,386       7,172       6,630       6,491  
    Noninterest expenses   42,930       60,299       22,639       22,469       22,392  
    Income (loss) before income taxes   17,135       (9,897 )     9,824       10,744       9,699  
    Income tax expense (benefit)   3,451       (1,994 )     2,086       2,213       2,056  
    Net income (loss) $ 13,684     $ (7,903 )   $ 7,738     $ 8,531     $ 7,643  
                       
    Financial ratios:                  
    Return on average assets (1)   1.00 %     (0.57) %     0.97 %     1.11 %     1.00 %
    Return on average assets, adjusted (1)(2)(3)   1.22 %     1.55 %     1.09 %     1.19 %     1.13 %
    Return on average equity (1)   10.54 %     (5.85) %     11.41 %     12.79 %     12.21 %
    Return on average equity, adjusted (1)(2)(3)   12.86 %     15.85 %     12.88 %     13.79 %     13.77 %
    Net interest margin (1)   4.05 %     4.14 %     3.54 %     3.77 %     3.71 %
    Efficiency ratio   69.4 %     94.1 %     68.0 %     67.0 %     68.9 %
    Efficiency ratio, adjusted (2)(3)   62.3 %     67.2 %     64.6 %     65.0 %     65.6 %
                       
    Per share information:                  
    Income (loss) per common share:                  
    Basic $ 0.72     $ (0.41 )   $ 0.74     $ 0.82     $ 0.74  
    Basic, adjusted (2)(3)   0.87       1.12       0.84       0.89       0.84  
    Diluted   0.71       (0.41 )     0.73       0.81       0.73  
    Diluted, adjusted (2)(3)   0.87       1.11       0.83       0.88       0.83  
    Book value   26.65       26.65       25.97       25.38       24.98  
    Book value, adjusted (2) (3)   28.40       28.24       26.12       25.44       25.07  
    Tangible book value (3)   21.19       21.12       24.08       23.47       23.03  
    Tangible book value, adjusted (2) (3)   22.94       22.72       24.23       23.53       23.12  
    Cash dividends paid   0.23       0.23       0.20       0.20       0.20  
                       
    Average basic shares   19,118       19,088       10,393       10,349       10,321  
    Average diluted shares   19,300       19,226       10,553       10,482       10,419  
                                           
    (1) Annualized.
    (2) Ratio has been adjusted for non-recurring expenses for all periods presented.
    (3) Non-GAAP based financial measure. Please refer to Appendix A – Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations for a discussion of our use of non-GAAP based financial measures, including tables reconciling GAAP and non-GAAP financial measures appearing herein.
    ORRSTOWN FINANCIAL SERVICES, INC.                
    HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)        
    (continued)                  
    (In thousands) December 31,
    2024
      September 30,
    2024
      June 30,
    2024
      March 31,
    2024
      December 31,
    2023
    Noninterest income:                  
    Service charges $ 2,050     $ 2,360     $ 1,283     $ 1,200     $ 1,198  
    Interchange income   1,608       1,779       961       911       952  
    Swap fee income   597       505       375       199       588  
    Wealth management income   4,902       5,037       3,312       3,102       2,945  
    Mortgage banking activities   517       491       369       458       143  
    Other income   1,578       1,943       884       765       704  
    Investment securities (losses) gains   (5 )     271       (12 )     (5 )     (39 )
    Total noninterest income $ 11,247     $ 12,386     $ 7,172     $ 6,630     $ 6,491  
                       
    Noninterest expenses:                  
    Salaries and employee benefits $ 22,444     $ 27,190     $ 13,195     $ 13,752     $ 12,848  
    Occupancy, furniture and equipment   4,893       4,333       2,705       2,639       2,534  
    Data processing   1,540       2,046       1,237       1,265       1,247  
    Advertising and bank promotions   878       537       774       398       501  
    FDIC insurance   955       862       419       441       460  
    Professional services   1,591       1,119       801       631       702  
    Taxes other than income   (312 )     503       49       494       203  
    Intangible asset amortization   2,838       2,464       215       225       236  
    Merger-related expenses   3,887       16,977       1,135       672       1,059  
    Restructuring expenses   39       257       —       —       —  
    Other operating expenses   4,177       4,011       2,109       1,952       2,602  
    Total noninterest expenses $ 42,930     $ 60,299     $ 22,639     $ 22,469     $ 22,392  
    HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)            
    (continued)                  
    (In thousands) December 31,
    2024
      September 30,
    2024
      June 30,
    2024
      March 31,
    2024
      December 31,
    2023
    Balance Sheet at quarter end:                  
    Cash and cash equivalents $ 238,308     $ 236,780     $ 132,509     $ 182,722     $ 65,161  
    Restricted investments in bank stocks   20,232       20,247       11,147       11,453       11,992  
    Securities available for sale   829,711       826,828       529,082       514,909       513,519  
    Loans held for sale, at fair value   6,614       3,561       1,562       535       5,816  
    Loans:                  
    Commercial real estate:                  
    Owner occupied   633,567       622,726       371,301       364,280       373,757  
    Non-owner occupied   1,160,238       1,164,501       710,477       707,871       694,638  
    Multi-family   274,135       276,296       151,542       147,773       150,675  
    Non-owner occupied residential   179,512       190,786       89,156       91,858       95,040  
    Agricultural   125,156       129,486       25,551       25,909       26,847  
    Commercial and industrial   451,384       471,983       349,425       339,615       340,238  
    Acquisition and development:                  
    1-4 family residential construction   47,432       56,383       32,439       22,277       24,516  
    Commercial and land development   241,424       262,317       129,883       118,010       115,249  
    Municipal   30,044       27,960       10,594       10,925       9,812  
    Total commercial loans   3,142,892       3,202,438       1,870,368       1,828,518       1,830,772  
    Residential mortgage:                  
    First lien   460,297       451,195       271,153       270,748       266,239  
    Home equity – term   5,988       6,508       4,633       4,966       5,078  
    Home equity – lines of credit   303,561       303,165       192,736       189,966       186,450  
    Installment and other loans   18,476       18,131       8,713       8,875       9,774  
    Total loans   3,931,214       3,981,437       2,347,603       2,303,073       2,298,313  
    Allowance for credit losses   (48,689 )     (49,630 )     (29,864 )     (29,165 )     (28,702 )
    Net loans held for investment   3,882,525       3,931,807       2,317,739       2,273,908       2,269,611  
    Goodwill   68,106       70,655       18,724       18,724       18,724  
    Other intangible assets, net   47,765       46,144       1,974       2,189       2,414  
    Total assets   5,431,023       5,470,589       3,198,782       3,183,331       3,064,240  
    Total deposits   4,615,706       4,650,853       2,702,884       2,695,951       2,558,814  
    FHLB advances and other borrowings and Securities sold under agreements to repurchase   141,227       137,310       129,625       127,099       147,285  
    Subordinated notes and trust preferred debt   68,680       68,510       32,128       32,111       32,093  
    Total shareholders’ equity   516,682       516,206       278,376       271,682       265,056  
    HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)            
    (continued)                  
      December 31,
    2024
      September 30,
    2024
      June 30,
    2024
      March 31,
    2024
      December 31,
    2023
    Capital and credit quality measures (1):                  
    Total risk-based capital:                  
    Orrstown Financial Services, Inc.   12.4 %     12.4 %     13.3 %     13.4 %     13.0 %
    Orrstown Bank   12.4 %     12.2 %     13.1 %     13.1 %     12.8 %
    Tier 1 risk-based capital:                  
    Orrstown Financial Services, Inc.   10.2 %     10.0 %     11.1 %     11.2 %     10.8 %
    Orrstown Bank   11.2 %     11.0 %     12.0 %     11.9 %     11.6 %
    Tier 1 common equity risk-based capital:                  
    Orrstown Financial Services, Inc.   10.0 %     9.8 %     11.1 %     11.2 %     10.8 %
    Orrstown Bank   11.2 %     11.0 %     12.0 %     11.9 %     11.6 %
    Tier 1 leverage capital:                  
    Orrstown Financial Services, Inc.   8.3 %     8.0 %     8.9 %     9.0 %     8.9 %
    Orrstown Bank   9.1 %     8.8 %     9.5 %     9.6 %     9.5 %
                       
    Average equity to average assets   9.45 %     9.75 %     8.50 %     8.66 %     8.18 %
    Allowance for credit losses to total loans   1.24 %     1.25 %     1.27 %     1.27 %     1.25 %
    Total nonaccrual loans to total loans   0.61 %     0.68 %     0.36 %     0.56 %     1.11 %
    Nonperforming assets to total assets   0.45 %     0.49 %     0.26 %     0.40 %     0.83 %
    Allowance for credit losses to nonaccrual loans   202 %     184 %     357 %     226 %     112 %
                       
    Other information:                  
    Net charge-offs (recoveries) $ 3,002     $ 269     $ 113     $ (42 )   $ (6 )
    Classified loans   88,628       105,465       48,722       48,997       55,030  
    Nonperforming and other risk assets:                  
    Nonaccrual loans   24,111       26,927       8,363       12,886       25,527  
    Other real estate owned   138       138       —       —       —  
    Total nonperforming assets   24,249       27,065       8,363       12,886       25,527  
    Financial difficulty modifications still accruing   4,897       9,497       —       —       9  
    Loans past due 90 days or more and still accruing   641       337       187       99       66  
    Total nonperforming and other risk assets $ 29,787     $ 36,899     $ 8,550     $ 12,985     $ 25,602  
     
    (1) Capital ratios are estimated for the current period, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses (“CECL”) to regulatory capital. Beginning in 2023, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the new CECL standard.


    Appendix A – Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations

    Management believes providing certain other “non-GAAP” financial information will assist investors in their understanding of the effect on recent financial results from non-recurring charges.

    As a result of acquisitions, the Company has intangible assets consisting of goodwill, core deposit and other intangible assets, which totaled $115.9 million and $21.1 million at December 31, 2024 and December 31, 2023, respectively. In addition, during the three months ended December 31, 2024, September 30, 2024, June 30, 2024, March 31, 2024 and December 31, 2023, the Company incurred $3.9 million, $17.0 million, $1.1 million, $0.7 million and $1.1 million in merger-related expenses, respectively. During the three months ended December 31, 2024 and September 30, 2024, the Company incurred other non-recurring charges totaling $0.5 million and $20.2 million, respectively.

    Tangible book value per common share and the impact of the non-recurring expenses on net income and associated ratios, as used by the Company in this earnings release, are determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). While we believe this information is a useful supplement to GAAP based measures presented in this earnings release, readers are cautioned that this non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results and financial condition as reported under GAAP, nor are such measures necessarily comparable to non-GAAP performance measures that may be presented by other companies. This supplemental presentation should not be construed as an inference that our future results will be unaffected by similar adjustments to be determined in accordance with GAAP.

    The following tables present the computation of each non-GAAP based measure:

    (In thousands)

    Tangible Book Value per Common Share   December 31,
    2024
      September 30,
    2024
      June 30,
    2024
      March 31,
    2024
      December 31,
    2023
    Shareholders’ equity (most directly comparable GAAP-based measure)   $ 516,682     $ 516,206     $ 278,376     $ 271,682     $ 265,056  
    Less: Goodwill     68,106       70,655       18,724       18,724       18,724  
    Other intangible assets     47,765       46,144       1,974       2,189       2,414  
    Related tax effect     (10,031 )     (9,690 )     (415 )     (460 )     (507 )
    Tangible common equity (non-GAAP)   $ 410,842     $ 409,097     $ 258,093     $ 251,229     $ 244,425  
                         
    Common shares outstanding     19,390       19,373       10,720       10,705       10,612  
                         
    Book value per share (most directly comparable GAAP-based measure)   $ 26.65     $ 26.65     $ 25.97     $ 25.38     $ 24.98  
    Intangible assets per share     5.46       5.53       1.89       1.91       1.95  
    Tangible book value per share (non-GAAP)   $ 21.19     $ 21.12     $ 24.08     $ 23.47     $ 23.03  
    (In thousands) Three Months Ended   Twelve Months Ended
    Adjusted Ratios for Non-recurring Charges December 31,
    2024
      September 30, 2024   June 30,
    2024
      March 31,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2023
    Net income (loss) (A) – most directly comparable GAAP-based measure $ 13,684     $ (7,903 )   $ 7,738     $ 8,531     $ 7,643     $ 22,050     $ 35,663  
    Plus: Merger-related expenses (B)   3,887       16,977       1,135       672       1,059       22,671       1,059  
    Plus: Executive retirement expenses (B)   35       4,758       —       —       —       4,793       —  
    Plus: Provision for credit losses on non-PCD loans (B)   —       15,504       —       —       —       15,504       —  
    Plus: Provision for legal settlement (B)   478       —       —       —       —       478       —  
    Less: Related tax effect (C)   (1,386 )     (7,915 )     (139 )     (1 )     (79 )     (9,442 )     (79 )
    Adjusted net income (D=A+B-C) – Non-GAAP $ 16,698     $ 21,421     $ 8,734     $ 9,202     $ 8,623     $ 56,054     $ 36,643  
                               
    Average assets (E) $ 5,464,165     $ 5,515,143     $ 3,211,124     $ 3,098,772     $ 3,037,824     $ 4,321,472     $ 2,999,527  
    Return on average assets (= A / E) – most directly comparable GAAP-based measure (1)   1.00 %      (0.57) %     0.97 %     1.11 %     1.00 %     0.51 %     1.19 %
    Return on average assets, adjusted (= D / E) – Non-GAAP (1)   1.22 %     1.55 %     1.09 %     1.19 %     1.13 %     1.30 %     1.22 %
                               
    Average equity (F) $ 516,399     $ 537,670     $ 272,788     $ 268,289     $ 248,442     $ 392,280     $ 243,334  
    Return on average equity (= A / F) – most directly comparable GAAP-based measure (1)   10.54 %     (5.85) %     11.41 %     12.79 %     12.21 %     5.62 %     14.66 %
    Return on average equity, adjusted (= D / F) – Non-GAAP (1)   12.86 %     15.85 %     12.88 %     13.79 %     13.77 %     14.29 %     15.06 %
                               
    Weighted average shares – basic (G) – most directly comparable GAAP-based measure   19,118       19,088       10,393       10,349       10,321       14,761       10,340  
    Basic earnings (loss) per share (= A / G) – most directly comparable GAAP-based measure $ 0.72     $ (0.41 )   $ 0.74     $ 0.82     $ 0.74     $ 1.49     $ 3.45  
    Basic earnings per share, adjusted (= D / G) – Non-GAAP $ 0.87     $ 1.12     $ 0.84     $ 0.89     $ 0.84     $ 3.80     $ 3.54  
                               
    Weighted average shares – diluted (H) – most directly comparable GAAP-based measure   19,300       19,226       10,553       10,482       10,419       14,914       10,435  
    Diluted earnings (loss) per share (= A / H) – most directly comparable GAAP-based measure $ 0.71     $ (0.41 )   $ 0.73     $ 0.81     $ 0.73     $ 1.48     $ 3.42  
    Diluted earnings per share, adjusted (= D / H) – Non-GAAP $ 0.87     $ 1.11     $ 0.83     $ 0.88     $ 0.83     $ 3.76     $ 3.51  
                               
    continued
    (1) Annualized                          
      Three Months Ended   Twelve Months Ended
      December 31,
    2024
      September 30, 2024   June 30,
    2024
      March 31,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2023
    Noninterest expense (I) – most directly comparable GAAP-based measure $ 42,930     $ 60,299     $ 22,639     $ 22,469     $ 22,392     $ 148,337     $ 83,843  
    Less: Merger-related expenses (B)   (3,887 )     (16,977 )     (1,135 )     (672 )     (1,059 )     (22,671 )     (1,059 )
    Less: Executive retirement expenses (B)   (35 )     (4,758 )     —       —       —       (4,793 )     —  
    Less: Provision for legal settlement (B)   (478 )     —       —       —       —       (478 )     —  
    Adjusted noninterest expense (J = I – B) – Non-GAAP $ 38,531     $ 38,564     $ 21,504     $ 21,797     $ 21,333     $ 120,396     $ 82,784  
                               
    Net interest income (K) $ 50,573     $ 51,697     $ 26,103     $ 26,881     $ 26,018     $ 155,254     $ 104,906  
    Noninterest income (L)   11,247       12,386       7,172       6,630       6,491       37,435       25,652  
    Total operating income (M = K + L) $ 61,820     $ 64,083     $ 33,275     $ 33,511     $ 32,509     $ 192,689     $ 130,558  
                               
    Efficiency ratio (= I / M) – most directly comparable GAAP-based measure   69.4 %     94.1 %     68.0 %     67.0 %     68.9 %     77.0 %     64.2 %
    Efficiency ratio, adjusted (= J / M) – Non-GAAP   62.3 %     60.2 %     64.6 %     65.0 %     65.6 %     62.5 %     63.4 %
                               
    (1) Annualized                          


    Appendix B – Investment Portfolio Concentrations

    The following table summarizes the credit ratings and collateral associated with the Company’s investment security portfolio, excluding equity securities, at December 31, 2024:

    (In thousands)

    Sector Portfolio
    Mix
      Amortized
    Book
      Fair Value   Credit Enhancement   AAA   AA   A   BBB   NR   Collateral / Guarantee Type
    Unsecured ABS — %   $ 3,073   $ 2,854   27 %   — %   — %   — %   — %   100 %   Unsecured Consumer Debt
    Student Loan ABS 1       4,060     4,035   27     —     —     —     —     100     Seasoned Student Loans
    Federal Family Education Loan ABS 9       80,121     80,063   11     7     81     —     12     —     Federal Family Education Loan (1)
    PACE Loan ABS —       1,985     1,727   7     100     —     —     —     —     PACE Loans (2)
    Non-Agency CMBS 2       15,920     15,901   27     —     —     —     —     100      
    Non-Agency RMBS 2       16,555     14,528   16     100     —     —     —     —     Reverse Mortgages (3)
    Municipal – General Obligation 12       99,515     90,767       11     82     7     —     —      
    Municipal – Revenue 14       120,903     109,261       —     82     12     —     6      
    SBA ReRemic (5) —       2,283     2,278       —     100     —     —     —     SBA Guarantee (4)
    Small Business Administration 1       5,926     6,263       —     100     —     —     —     SBA Guarantee (4)
    Agency MBS 19       160,027     155,778       —     100     —     —     —     Residential Mortgages (4)
    Agency CMO 38       332,380     326,045       —     100     —     —     —      
    U.S. Treasury securities 2       20,043     18,063       —     100     —     —     —     U.S. Government Guarantee (4)
    Corporate bonds —       1,935     1,954       —     —     52     48     —      
      100 %   $ 864,726   $ 829,517       4 %   89 %   3 %   1 %   3 %    
                                           
    (1) 97% guaranteed by U.S. government
    (2) PACE acronym represents Property Assessed Clean Energy loans
    (3) Non-agency reverse mortgages with current structural credit enhancements
    (4) Guaranteed by U.S. government or U.S. government agencies
    (5) SBA ReRemic acronym represents Re-Securitization of Real Estate Mortgage Investment Conduits
                                           
    Note: Ratings in table are the lowest of the six rating agencies (Standard & Poor’s, Moody’s, Fitch, Morningstar, DBRS and Kroll Bond Rating Agency). Standard & Poor’s rates U.S. government obligations at AA+.


    About the Company

    With $5.4 billion in assets, Orrstown Financial Services, Inc. and its wholly-owned subsidiary, Orrstown Bank, provide a wide range of consumer and business financial services in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry, and York Counties, Pennsylvania and Anne Arundel, Baltimore, Harford, Howard, and Washington Counties, Maryland, as well as Baltimore City, Maryland. The Company’s lending area also includes adjacent counties in Pennsylvania and Maryland, as well as Loudon County, Virginia and Berkeley, Jefferson and Morgan Counties, West Virginia. Orrstown Bank is an Equal Housing Lender and its deposits are insured up to the legal maximum by the FDIC. Orrstown Financial Services, Inc.’s common stock is traded on Nasdaq (ORRF). For more information about Orrstown Financial Services, Inc. and Orrstown Bank, visit www.orrstown.com.

    Cautionary Note Regarding Forward-Looking Statements

    This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements reflect the current views of the Company’s management with respect to, among other things, future events and the Company’s financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates, predictions or projections about events or the Company’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. Accordingly, the Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements and there can be no assurances that the Company will achieve the desired level of new business development and new loans, growth in the balance sheet and fee-based revenue lines of business, cost savings initiatives and continued reductions in risk assets or mitigation of losses in the future. Factors which could cause the actual results of the Company’s operations to differ materially from expectations include, but are not limited to: general economic conditions (including inflation and concerns about liquidity) on a national basis or in the local markets in which the Company operates; ineffectiveness of the Company’s strategic growth plan due to changes in current or future market conditions; changes in interest rates; the diversion of management’s attention from ongoing business operations and opportunities; the effects of competition and how it may impact our community banking model, including industry consolidation and development of competing financial products and services; changes in consumer behavior due to changing political, business and economic conditions, or legislative or regulatory initiatives; changes in laws and regulations; changes in credit quality; inability to raise capital, if necessary, under favorable conditions; volatility in the securities markets; the demand for our products and services; deteriorating economic conditions; geopolitical tensions; operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters and future pandemics; expenses associated with litigation and legal proceedings; the possibility that the anticipated benefits of the merger with Codorus (the “Merger”) are not realized when expected or at all; the possibility that the Merger may be more expensive to complete than anticipated; the possibility that revenues following the Merger may be lower than expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the Merger; the ability to complete the integration of the two companies successfully; the dilution caused by the Company’s issuance of additional shares of its capital stock in connection with the Merger; and other risks and uncertainties, including those detailed in our Annual Report on Form 10-K for the year ended December 31, 2023 under the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in subsequent filings made with the Securities and Exchange Commission.

    The foregoing list of factors is not exhaustive. If one or more events related to these or other risks or uncertainties materializes, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and the Company disclaims any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for the Company to predict those events or how they may affect it. In addition, the Company cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on the Company’s behalf may issue.

    The review period for subsequent events extends up to and includes the filing date of a public company’s financial statements, when filed with the Securities and Exchange Commission. Accordingly, the consolidated financial information presented in this announcement is subject to change. Annualized, pro forma, projected and estimated numbers in this document are used for illustrative purposes only and are not forecasts and may not reflect actual results.

    The MIL Network –

    February 1, 2025
  • MIL-OSI Economics: Phillips 66 Reports Fourth-Quarter Results and Announces Next Phase of Strategic Initiatives

    Source: Phillips

    Fourth Quarter
    Reported fourth-quarter earnings of $8 million or $0.01 per share; adjusted loss of $61 million or $0.15 per share
    Earnings impacted by $230 million pre-tax of accelerated depreciation related to Los Angeles Refinery
    Returned $1.1 billion to shareholders through dividends and share repurchases
    Record NGL fractionation and LPG export volumes in Midstream
    Record clean product yield in Refining
    Surpassed targeted $3 billion in announced asset dispositions
    Full-Year 2024
    Earnings of $2.1 billion or $4.99 per share and adjusted earnings of $2.6 billion or $6.15 per share
    $4.2 billion of operating cash flow, $4.8 billion excluding working capital
    $5.3 billion returned to shareholders through dividends and share repurchases
    Second consecutive year above industry-average crude utilization
    Achieved $1.5 billion in run-rate business transformation savings and $500 million in synergy capture from successful DCP integration

    HOUSTON–(BUSINESS WIRE)– Phillips 66 (NYSE: PSX), a leading integrated downstream energy provider, announced fourth-quarter earnings.
    “During the fourth quarter, we achieved our strategic priority targets for shareholder distributions and asset dispositions,” said Mark Lashier, chairman and CEO. “We also delivered on our goal of improving Refining performance by continuing to run above industry-average crude utilization, setting record clean product yields and achieving our targeted cost reductions of $1 per barrel.
    “In support of our Midstream wellhead-to-market strategy, we recently announced an agreement to acquire EPIC’s NGL business, bolstering our Permian and Gulf Coast footprint,” said Lashier. “Upon closing, these assets will be accretive to earnings and highly integrated with our existing infrastructure, providing additional opportunities to enhance returns and shareholder value.”
    Lashier added, “Building on our successes, I am pleased to announce that we have set new financial and operational targets that prioritize debt reduction, a lowered cost structure and EBITDA growth. Supported by world-class operations, we are committed to returning over 50% of operating cash flow to shareholders.”
    On behalf of the Board of Directors, Glenn Tilton, lead independent director, remarked, “2024 was a pivotal year for Phillips 66. The team executed well on an ambitious set of strategic priorities, substantially improving the company’s competitiveness, and is well positioned to successfully deliver on a new set of targets through 2027.”
    Financial Results Summary (in millions of dollars, except as indicated)

     

     

    4Q 2024

    3Q 2024

    Earnings

    $

    8

    346

    Adjusted Earnings (Loss)1

     

    (61)

    859

    Adjusted EBITDA1

     

    1,130

    1,998

    Earnings (Loss) Per Share

     

     

    Earnings Per Share – Diluted

     

    0.01

    0.82

    Adjusted Earnings (Loss) Per Share – Diluted1

     

    (0.15)

    2.04

    Cash Flow From Operations

     

    1,198

    1,132

    Cash Flow From Operations, Excluding Working Capital1

     

    901

    1,513

    Capital Expenditures & Investments2

     

    506

    358

    Return of Capital to Shareholders

     

    1,119

    1,277

    Repurchases of common stock

     

    647

    800

    Dividends paid on common stock

     

    472

    477

    Cash

     

    1,738

    1,637

    Debt

     

    20,062

    19,998

    Debt-to-capital ratio

     

    41%

    40%

    Net debt-to-capital ratio1

     

    39%

    38%

    1Represents a non-GAAP financial measure. Reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measure are included within this release.

    2Excludes net acquisitions of $58 million and $567 million in the fourth and third quarters of 2024, respectively, and purchases of government obligations of $1.1 billion in the third quarter of 2024.

    Segment Financial and Operating Highlights (in millions of dollars, except as indicated)

     

     

    4Q 2024

    3Q 2024

    Change

     

    Earnings (Loss)1

    $

    8

    346

    (338)

    Midstream

     

    673

    644

    29

    Chemicals

     

    107

    342

    (235)

    Refining

     

    (775)

    (108)

    (667)

    Marketing and Specialties

     

    252

    (22)

    274

    Renewable Fuels

     

    28

    (116)

    144

    Corporate and Other

     

    (298)

    (327)

    29

    Income tax (expense) benefit

     

    38

    (44)

    82

    Noncontrolling interests

     

    (17)

    (23)

    6

     

     

     

     

    Adjusted Earnings (Loss)1,2

    $

    (61)

    859

    (920)

    Midstream

     

    708

    672

    36

    Chemicals

     

    72

    342

    (270)

    Refining

     

    (759)

    (67)

    (692)

    Marketing and Specialties

     

    185

    583

    (398)

    Renewable Fuels

     

    28

    (116)

    144

    Corporate and Other

     

    (294)

    (327)

    33

    Income tax (expense) benefit

     

    16

    (205)

    221

    Noncontrolling interests

     

    (17)

    (23)

    6

     

     

     

     

    Adjusted EBITDA2

    $

    1,130

    1,998

    (868)

    Midstream

     

    938

    892

    46

    Chemicals

     

    209

    466

    (257)

    Refining

     

    (298)

    188

    (486)

    Marketing and Specialties

     

    307

    656

    (349)

    Renewable Fuels

     

    50

    (92)

    142

    Corporate and Other

     

    (76)

    (112)

    36

     

     

     

     

    Operating Highlights

     

     

     

    Pipeline Throughput – Y-Grade to Market (MB/D)3

     

    759

    762

    (3)

    Chemicals Global O&P Capacity Utilization

     

    98%

    98%

    —%

    Refining

     

     

     

    Turnaround Expense

     

    123

    137

    (14)

    Realized Margin ($/BBL)2

     

    6.08

    8.31

    (2.23)

    Crude Capacity Utilization

     

    94%

    94%

    —%

    Clean Product Yield

     

    88%

    87%

    1%

    Renewable Fuels Produced (MB/D)

     

    42

    44

    (2)

    1Segment reporting is pre-tax.

     

     

     

    2Represents a non-GAAP financial measure. Reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measure are included within this release.

    3Represents volumes delivered to major fractionation hubs, including Mont Belvieu, Sweeny and Conway. Includes 100% of DCP Midstream Class A Segment and Phillips 66’s direct interest in DCP Sand Hills Pipeline, LLC and DCP Southern Hills Pipeline, LLC

    Fourth-Quarter 2024 Financial Results
    Reported earnings were $8 million for the fourth quarter of 2024 versus $346 million in the third quarter. Fourth-quarter earnings included pre-tax special item adjustments of $67 million in the Marketing and Specialties segment, $35 million in the Chemicals segment, $(35) million in the Midstream segment, $(16) million in the Refining segment, and $(4) million impacting the Corporate and Other segment. Adjusted losses for the fourth quarter were $61 million versus earnings of $859 million in the third quarter.
    Midstream fourth-quarter 2024 adjusted pre-tax income increased compared with the third quarter mainly due to higher NGL margins and volumes.
    Chemicals adjusted pre-tax income decreased mainly due to lower margins, as well as higher turnaround and maintenance costs.
    Refining adjusted pre-tax loss increased primarily due to a decline in realized margins largely driven by lower market crack spreads and accelerated depreciation associated with the planned ceasing of operations at the Los Angeles Refinery, partially offset by a higher clean product yield.
    Marketing and Specialties adjusted pre-tax income decreased primarily due to seasonally lower margins.
    Renewable Fuels pre-tax results increased primarily due to higher margins at the Rodeo Complex and stronger international results.
    Corporate and Other adjusted pre-tax loss decreased mainly due to lower net interest expense and employee-related costs, partially offset by depreciation expense.
    As of Dec. 31, 2024, the company had $1.7 billion of cash and cash equivalents and $4.6 billion of committed capacity available under credit facilities.
    Strategic Priorities Update
    Phillips 66 successfully delivered on its strategic priorities first announced in October 2022. The company remains committed to leveraging its integrated portfolio to enhance long-term shareholder value and is announcing its next phase of priorities through 2027. Highlights include:
    Delivering shareholder returns by returning greater than 50% of operating cash flow to shareholders;
    Executing world-class operations by achieving 2% higher than industry-average crude utilization and targeting annual adjusted controllable costs of $5.50 per barrel in Refining, excluding adjusted turnaround expense;
    Delivering disciplined growth and returns by growing Midstream and Chemicals mid-cycle adjusted EBITDA $1 billion in total by 2027; and
    Maintaining financial strength and flexibility by reducing total debt to $17 billion.
    Additional details will be covered in our investor webcast.
    Investor Webcast
    Members of Phillips 66 executive management will host a webcast at noon ET to provide an update on the company’s strategic initiatives and discuss the company’s fourth-quarter performance. To access the webcast and view related presentation materials, go to phillips66.com/investors and click on “Events & Presentations.” For detailed supplemental information, go to phillips66.com/supplemental.
    About Phillips 66
    Phillips 66 (NYSE: PSX) is a leading integrated downstream energy provider that manufactures, transports and markets products that drive the global economy. The company’s portfolio includes Midstream, Chemicals, Refining, Marketing and Specialties, and Renewable Fuels businesses. Headquartered in Houston, Phillips 66 has employees around the globe who are committed to safely and reliably providing energy and improving lives while pursuing a lower-carbon future. For more information, visit phillips66.com or follow @Phillips66Co on LinkedIn.
    Use of Non-GAAP Financial Information —This news release includes the terms “adjusted earnings (loss),” “adjusted pre-tax income (loss),” “adjusted EBITDA,” “adjusted earnings (loss) per share,” “refining realized margin per barrel,” “cash from operations, excluding working capital,” and “net debt-to-capital ratio.” These are non-GAAP financial measures that are included to help facilitate comparisons of operating performance across periods and to help facilitate comparisons with other companies in our industry. Where applicable, these measures exclude items that do not reflect the core operating results of our businesses in the current period or other adjustments to reflect how management analyzes results. Reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measure are included within this release.
    References in the release to earnings refer to net income attributable to Phillips 66. References to run-rate business transformation savings include cost savings and other benefits that will be captured in the sales and other operating revenues impacting gross margin; purchased crude oil and products costs impacting gross margin; operating expenses; selling, general and administrative expenses; and equity in earnings of affiliates lines on our consolidated statement of income when realized. Run-rate savings include run-rate sustaining capital savings. Run-rate sustaining capital savings include savings that will be captured in the capital expenditures and investments on our consolidated statement of cash flows when realized.
    Basis of Presentation — Effective April 1, 2024, we changed the internal financial information reviewed by our chief executive officer to evaluate performance and allocate resources to our operating segments. This included changes in the composition of our operating segments, as well as measurement changes for certain activities between our operating segments. The primary effects of this realignment included establishment of a Renewable Fuels operating segment, which includes renewable fuels activities and assets historically reported in our Refining, Marketing and Specialties (M&S), and Midstream segments; change in method of allocating results for certain Gulf Coast distillate export activities from our M&S segment to our Refining segment; reclassification of certain crude oil and international clean products trading activities between our M&S segment and our Refining segment; and change in reporting of our investment in NOVONIX from our Midstream segment to Corporate and Other. Accordingly, prior period results have been recast for comparability.
    In the third quarter of 2024, we began presenting the line item “Capital expenditures and investments” on our consolidated statement of cash flows exclusive of acquisitions, net of cash acquired. Accordingly, prior period information has been reclassified for comparability.
    Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995 —This news release contains forward-looking statements within the meaning of the federal securities laws relating to Phillips 66’s operations, strategy and performance. Words such as “anticipated,” “estimated,” “expected,” “planned,” “scheduled,” “targeted,” “believe,” “continue,” “intend,” “will,” “would,” “objective,” “goal,” “project,” “efforts,” “strategies” and similar expressions that convey the prospective nature of events or outcomes generally indicate forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements included in this news release are based on management’s expectations, estimates and projections as of the date they are made. These statements are not guarantees of future events or performance, and you should not unduly rely on them as they involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Factors that could cause actual results or events to differ materially from those described in the forward-looking statements include: changes in governmental policies or laws that relate to our operations, including regulations that seek to limit or restrict refining, marketing and midstream operations or regulate profits, pricing, or taxation of our products or feedstocks, or other regulations that restrict feedstock imports or product exports; our ability to timely obtain or maintain permits necessary for projects; fluctuations in NGL, crude oil, refined petroleum, renewable fuels and natural gas prices, and refining, marketing and petrochemical margins; the effects of any widespread public health crisis and its negative impact on commercial activity and demand for refined petroleum or renewable fuels products; changes to worldwide government policies relating to renewable fuels and greenhouse gas emissions that adversely affect programs including the renewable fuel standards program, low carbon fuel standards and tax credits for renewable fuels; potential liability from pending or future litigation; liability for remedial actions, including removal and reclamation obligations under existing or future environmental regulations; unexpected changes in costs for constructing, modifying or operating our facilities; our ability to successfully complete, or any material delay in the completion of, any asset disposition, acquisition, shutdown or conversion that we have announced or may pursue, including receipt of any necessary regulatory approvals or permits related thereto; unexpected difficulties in manufacturing, refining or transporting our products; the level and success of drilling and production volumes around our midstream assets; risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products, renewable fuels or specialty products; lack of, or disruptions in, adequate and reliable transportation for our products; failure to complete construction of capital projects on time or within budget; our ability to comply with governmental regulations or make capital expenditures to maintain compliance with laws; limited access to capital or significantly higher cost of capital related to illiquidity or uncertainty in the domestic or international financial markets, which may also impact our ability to repurchase shares and declare and pay dividends; potential disruption of our operations due to accidents, weather events, including as a result of climate change, acts of terrorism or cyberattacks; general domestic and international economic and political developments, including armed hostilities (such as the Russia-Ukraine war), expropriation of assets, and other diplomatic developments; international monetary conditions and exchange controls; changes in estimates or projections used to assess fair value of intangible assets, goodwill and property and equipment and/or strategic decisions with respect to our asset portfolio that cause impairment charges; investments required, or reduced demand for products, as a result of environmental rules and regulations; changes in tax, environmental and other laws and regulations (including alternative energy mandates); political and societal concerns about climate change that could result in changes to our business or increase expenditures, including litigation-related expenses; the operation, financing and distribution decisions of equity affiliates we do not control; and other economic, business, competitive and/or regulatory factors affecting Phillips 66’s businesses generally as set forth in our filings with the Securities and Exchange Commission. Phillips 66 is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

    Earnings (Loss)

     

     

     

     

     

     

     

    Millions of Dollars

     

    2024

     

    2023

     

    4Q

    3Q

    Year

     

    4Q

    Year

    Midstream

    $

    673

     

    644

     

    2,638

     

     

    759

     

    2,819

     

    Chemicals

     

    107

     

    342

     

    876

     

     

    106

     

    600

     

    Refining

     

    (775

    )

    (108

    )

    (365

    )

     

    859

     

    5,340

     

    Marketing and Specialties

     

    252

     

    (22

    )

    1,011

     

     

    396

     

    1,897

     

    Renewable Fuels

     

    28

     

    (116

    )

    (198

    )

     

    (11

    )

    153

     

    Corporate and Other

     

    (298

    )

    (327

    )

    (1,287

    )

     

    (348

    )

    (1,340

    )

    Pre-Tax Income (Loss)

     

    (13

    )

    413

     

    2,675

     

     

    1,761

     

    9,469

     

    Less: Income tax expense (benefit)

     

    (38

    )

    44

     

    500

     

     

    476

     

    2,230

     

    Less: Noncontrolling interests

     

    17

     

    23

     

    58

     

     

    25

     

    224

     

    Phillips 66

    $

    8

     

    346

     

    2,117

     

     

    1,260

     

    7,015

     

     

     

     

     

     

     

     

    Adjusted Earnings (Loss)

     

     

     

     

     

     

     

    Millions of Dollars

     

    2024

     

    2023

     

    4Q

    3Q

    Year

     

    4Q

    Year

    Midstream

    $

    708

     

    672

     

    2,746

     

     

    757

     

    2,672

     

    Chemicals

     

    72

     

    342

     

    841

     

     

    106

     

    600

     

    Refining

     

    (759

    )

    (67

    )

    (211

    )

     

    842

     

    5,367

     

    Marketing and Specialties

     

    185

     

    583

     

    1,490

     

     

    396

     

    1,897

     

    Renewable Fuels

     

    28

     

    (116

    )

    (198

    )

     

    (11

    )

    153

     

    Corporate and Other

     

    (294

    )

    (327

    )

    (1,283

    )

     

    (298

    )

    (1,110

    )

    Pre-Tax Income (Loss)

     

    (60

    )

    1,087

     

    3,385

     

     

    1,792

     

    9,579

     

    Less: Income tax expense (benefit)

     

    (16

    )

    205

     

    693

     

     

    405

     

    2,173

     

    Less: Noncontrolling interests

     

    17

     

    23

     

    88

     

     

    25

     

    243

     

    Phillips 66

    $

    (61

    )

    859

     

    2,604

     

     

    1,362

     

    7,163

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Millions of Dollars

     

    Except as Indicated

     

    2024

     

    2023

     

    4Q

    3Q

    Year

     

    4Q

    Year

    Reconciliation of Consolidated Earnings to Adjusted Earnings (Loss)

     

     

     

     

     

     

    Consolidated Earnings

    $

    8

     

    346

     

    2,117

     

     

    1,260

     

    7,015

     

    Pre-tax adjustments:

     

     

     

     

     

     

    Certain tax impacts

     

    (9

    )

    —

     

    (9

    )

     

    (19

    )

    (19

    )

    Impairments1

     

    35

     

    28

     

    450

     

     

    —

     

    —

     

    Net gain on asset dispositions2

     

    (67

    )

    —

     

    (305

    )

     

    —

     

    (123

    )

    Change in inventory method for acquired business

     

    —

     

    —

     

    —

     

     

    —

     

    (46

    )

    Winter-storm-related costs (recovery)

     

    (35

    )

    —

     

    (35

    )

     

    —

     

    —

     

    Los Angeles Refinery cessation costs3

     

    7

     

    41

     

    48

     

     

    —

     

    —

     

    Legal accrual4

     

    22

     

    605

     

    627

     

     

    —

     

    30

     

    Legal settlement

     

    —

     

    —

     

    (66

    )

     

    —

     

    —

     

    Business transformation restructuring costs

     

    —

     

    —

     

    —

     

     

    50

     

    177

     

    Loss on early redemption of DCP debt

     

    —

     

    —

     

    —

     

     

    —

     

    53

     

    DCP integration restructuring costs

     

    —

     

    —

     

    —

     

     

    —

     

    38

     

    Tax impact of adjustments5

     

    9

     

    (161

    )

    (162

    )

     

    (12

    )

    (26

    )

    Other tax impacts

     

    (31

    )

    —

     

    (31

    )

     

    83

     

    83

     

    Noncontrolling interests

     

    —

     

    —

     

    (30

    )

     

    —

     

    (19

    )

    Adjusted earnings (loss)

    $

    (61

    )

    859

     

    2,604

     

     

    1,362

     

    7,163

     

    Earnings per share of common stock ( dollars )

    $

    0.01

     

    0.82

     

    4.99

     

     

    2.86

     

    15.48

     

    Adjusted earnings (loss) per share of common stock ( dollars )6

    $

    (0.15

    )

    2.04

     

    6.15

     

     

    3.09

     

    15.81

     

     

     

     

     

     

     

     

    Reconciliation of Segment Pre-Tax Income

     

     

     

     

     

     

    (Loss) to Adjusted Pre-Tax Income (Loss)

    Midstream Pre-Tax Income

    $

    673

     

    644

     

    2,638

     

     

    759

     

    2,819

     

    Pre-tax adjustments:

     

     

     

     

     

     

    Impairments1

     

    35

     

    28

     

    346

     

     

    —

     

    —

     

    Certain tax impacts

     

    —

     

    —

     

    —

     

     

    (2

    )

    (2

    )

    Net gain on asset disposition

     

    —

     

    —

     

    (238

    )

     

    —

     

    (137

    )

    Change in inventory method for acquired business

     

    —

     

    —

     

    —

     

     

    —

     

    (46

    )

    DCP integration restructuring costs

     

    —

     

    —

     

    —

     

     

    —

     

    38

     

    Adjusted pre-tax income

    $

    708

     

    672

     

    2,746

     

     

    757

     

    2,672

     

    Chemicals Pre-Tax Income

    $

    107

     

    342

     

    876

     

     

    106

     

    600

     

    Pre-tax adjustments:

     

     

     

     

     

     

    Winter-storm-related costs (recovery)

     

    (35

    )

    —

     

    (35

    )

     

    —

     

    —

     

    Adjusted pre-tax income

    $

    72

     

    342

     

    841

     

     

    106

     

    600

     

    Refining Pre-Tax Income (Loss)

    $

    (775

    )

    (108

    )

    (365

    )

     

    859

     

    5,340

     

    Pre-tax adjustments:

     

     

     

     

     

     

    Impairments1

     

    —

     

    —

     

    104

     

     

    —

     

    —

     

    Los Angeles Refinery cessation costs3

     

    3

     

    41

     

    44

     

     

    —

     

    —

     

    Certain tax impacts

     

    (9

    )

    —

     

    (9

    )

     

    (17

    )

    (17

    )

    Net loss on asset disposition

     

    —

     

    —

     

    —

     

     

    —

     

    14

     

    Legal accrual

     

    22

     

    —

     

    22

     

     

    —

     

    30

     

    Legal settlement

     

    —

     

    —

     

    (7

    )

     

    —

     

    —

     

    Adjusted pre-tax income (loss)

    $

    (759

    )

    (67

    )

    (211

    )

     

    842

     

    5,367

     

    Marketing and Specialties Pre-Tax Income (Loss)

    $

    252

     

    (22

    )

    1,011

     

     

    396

     

    1,897

     

    Pre-tax adjustments:

     

     

     

     

     

     

    Legal accrual4

     

    —

     

    605

     

    605

     

     

    —

     

    —

     

    Net gain on asset disposition2

     

    (67

    )

    —

     

    (67

    )

     

    —

     

    —

     

    Legal settlement

     

    —

     

    —

     

    (59

    )

     

    —

     

    —

     

    Adjusted pre-tax income

    $

    185

     

    583

     

    1,490

     

     

    396

     

    1,897

     

    Renewable Fuels Pre-Tax Income (Loss)

    $

    28

     

    (116

    )

    (198

    )

     

    (11

    )

    153

     

    Pre-tax adjustments:

     

     

     

     

     

     

    None

     

    —

     

    —

     

    —

     

     

    —

     

    —

     

    Adjusted pre-tax income (loss)

    $

    28

     

    (116

    )

    (198

    )

     

    (11

    )

    153

     

    Corporate and Other Pre-Tax Loss

    $

    (298

    )

    (327

    )

    (1,287

    )

     

    (348

    )

    (1,340

    )

    Pre-tax adjustments:

     

     

     

     

     

     

    Business transformation restructuring costs

     

    —

     

    —

     

    —

     

     

    50

     

    177

     

    Loss on early redemption of DCP debt

     

    —

     

    —

     

    —

     

     

    —

     

    53

     

    Los Angeles Refinery cessation costs3

     

    4

     

    —

     

    4

     

     

    —

     

    —

     

    Adjusted pre-tax loss

    $

    (294

    )

    (327

    )

    (1,283

    )

     

    (298

    )

    (1,110

    )

     

     

     

     

     

     

     

    1Impairments primarily related to certain gathering and processing assets in the Midstream segment, as well as certain crude oil processing and logistics assets in California, reported in the Refining segment.

    2In connection with the asset sale of our 49% non-operated equity interest in Coop Mineraloel AG closing early 2025, a before-tax unrealized gain was recognized from a foreign currency derivative in the Marketing & Specialties segment.

    3Cessation costs include pre-tax charges for severance costs.

    4Third-quarter legal accrual primarily related to ongoing litigation.

    5We generally tax effect taxable U.S.-based special items using a combined federal and state statutory income tax rate of approximately 24%. Taxable special items attributable to foreign locations likewise use a local statutory income tax rate. Nontaxable events reflect zero income tax. These events include, but are not limited to, most goodwill impairments, transactions legislatively exempt from income tax, transactions related to entities for which we have made an assertion that the undistributed earnings are permanently reinvested, or transactions occurring in jurisdictions with a valuation allowance.

    6YTD 2024, Q4 2024, Q3 2024 and Q4 2023 are based on adjusted weighted-average diluted shares of 422,538 thousand, 411,687 thousand, 419,827 thousand and 440,582 thousand, respectively. Other periods are based on the same weighted-average diluted shares outstanding as that used in the GAAP diluted earnings per share calculation. Income allocated to participating securities, if applicable, in the adjusted earnings per share calculation is the same as that used in the GAAP diluted earnings per share calculation.

     

    Millions of Dollars

     

    Except as Indicated

     

    2024

     

    4Q

    3Q

    Reconciliation of Consolidated Net Income to Adjusted EBITDA

     

     

    Net Income

    $

    25

     

    369

     

    Plus:

     

     

    Income tax expense

     

    (38

    )

    44

     

    Net interest expense

     

    168

     

    191

     

    Depreciation and amortization

     

    819

     

    543

     

    Phillips 66 EBITDA

    $

    974

     

    1,147

     

    Special Item Adjustments (pre-tax):

     

     

    Certain tax impacts

     

    (9

    )

    —

     

    Impairments

     

    35

     

    28

     

    Winter-storm-related costs (recovery)

     

    (35

    )

    —

     

    Net gain on asset disposition

     

    (67

    )

    —

     

    Los Angeles Refinery cessation costs

     

    7

     

    41

     

    Legal accrual

     

    22

     

    605

     

    Total Special Item Adjustments (pre-tax)

     

    (47

    )

    674

     

    Change in Fair Value of NOVONIX Investment

     

    1

     

    —

     

    Phillips 66 EBITDA, Adjusted for Special Items and Change in Fair Value of NOVONIX Investment

    $

    928

     

    1,821

     

    Other Adjustments (pre-tax):

     

     

    Proportional share of selected equity affiliates income taxes

     

    17

     

    24

     

    Proportional share of selected equity affiliates net interest

     

    14

     

    12

     

    Proportional share of selected equity affiliates depreciation and amortization

     

    209

     

    188

     

    Adjusted EBITDA attributable to noncontrolling interests

     

    (38

    )

    (47

    )

    Phillips 66 Adjusted EBITDA

    $

    1,130

     

    1,998

     

     

     

     

    Reconciliation of Segment Income before Income Taxes to Adjusted EBITDA

     

     

    Midstream Income before income taxes

    $

    673

     

    644

     

    Plus:

     

     

    Depreciation and amortization

     

    234

     

    233

     

    Midstream EBITDA

    $

    907

     

    877

     

    Special Item Adjustments (pre-tax):

     

     

    Impairments

     

    35

     

    28

     

    Midstream EBITDA, Adjusted for Special Items

    $

    942

     

    905

     

    Other Adjustments (pre-tax):

     

     

    Proportional share of selected equity affiliates income taxes

     

    3

     

    5

     

    Proportional share of selected equity affiliates net interest

     

    3

     

    3

     

    Proportional share of selected equity affiliates depreciation and amortization

     

    28

     

    26

     

    Adjusted EBITDA attributable to noncontrolling interests

     

    (38

    )

    (47

    )

    Midstream Adjusted EBITDA

    $

    938

     

    892

     

    Chemicals Income before income taxes

    $

    107

     

    342

     

    Plus:

     

     

    None

     

    —

     

    —

     

    Chemicals EBITDA

    $

    107

     

    342

     

    Special Item Adjustments (pre-tax):

     

     

    Winter-storm-related costs (recovery)

     

    (35

    )

    —

     

    Chemicals EBITDA, Adjusted for Special Items

    $

    72

     

    342

     

    Other Adjustments (pre-tax):

     

     

    Proportional share of selected equity affiliates income taxes

     

    11

     

    13

     

    Proportional share of selected equity affiliates net interest

     

    —

     

    (2

    )

    Proportional share of selected equity affiliates depreciation and amortization

     

    126

     

    113

     

    Chemicals Adjusted EBITDA

    $

    209

     

    466

     

    Refining Loss before income taxes

    $

    (775

    )

    (108

    )

    Plus:

     

     

    Depreciation and amortization

     

    435

     

    230

     

    Refining EBITDA

    $

    (340

    )

    122

     

    Special Item Adjustments (pre-tax):

     

     

    Certain tax impacts

     

    (9

    )

    —

     

    Los Angeles Refinery cessation costs

     

    3

     

    41

     

    Legal accrual

     

    22

     

    —

     

    Refining EBITDA, Adjusted for Special Items

    $

    (324

    )

    163

     

    Other Adjustments (pre-tax):

     

     

    Proportional share of selected equity affiliates income taxes

     

    (1

    )

    (1

    )

    Proportional share of selected equity affiliates net interest

     

    —

     

    (1

    )

    Proportional share of selected equity affiliates depreciation and amortization

     

    27

     

    27

     

    Refining Adjusted EBITDA

    $

    (298

    )

    188

     

    Marketing and Specialties Income (loss) before income taxes

    $

    252

     

    (22

    )

    Plus:

     

     

    Depreciation and amortization

     

    79

     

    32

     

    Marketing and Specialties EBITDA

    $

    331

     

    10

     

    Special Item Adjustments (pre-tax):

     

     

    Legal accrual

     

    —

     

    605

     

    Net gain on asset disposition

     

    (67

    )

    —

     

    Marketing and Specialties EBITDA, Adjusted for Special Items

    $

    264

     

    615

     

    Other Adjustments (pre-tax):

     

     

    Proportional share of selected equity affiliates income taxes

     

    4

     

    7

     

    Proportional share of selected equity affiliates net interest

     

    11

     

    12

     

    Proportional share of selected equity affiliates depreciation and amortization

     

    28

     

    22

     

    Marketing and Specialties Adjusted EBITDA

    $

    307

     

    656

     

    Renewable Fuels Income (loss) before income taxes

    $

    28

     

    (116

    )

    Plus:

     

     

    Depreciation and amortization

     

    22

     

    24

     

    Renewable Fuels EBITDA

    $

    50

     

    (92

    )

    Special Item Adjustments (pre-tax):

     

     

    None

     

    —

     

    —

     

    Renewable Fuels EBITDA, Adjusted for Special Items

    $

    50

     

    (92

    )

    Corporate and Other Loss before income taxes

    $

    (298

    )

    (327

    )

    Plus:

     

     

    Net interest expense

     

    168

     

    191

     

    Depreciation and amortization

     

    49

     

    24

     

    Corporate and Other EBITDA

    $

    (81

    )

    (112

    )

    Special Item Adjustments (pre-tax):

     

     

    Los Angeles Refinery cessation costs

     

    4

     

    —

     

    Total Special Item Adjustments (pre-tax)

     

    4

     

    —

     

    Change in Fair Value of NOVONIX Investment

     

    1

     

    —

     

    Corporate EBITDA, Adjusted for Special Items and Change in Fair Value of NOVONIX Investment

    $

    (76

    )

    (112

    )

     

     

     

     

     

     

     

     

    Millions of Dollars

     

    Except as Indicated

     

    December 31, 2024

    Debt-to-Capital Ratio

     

    Total Debt

    $

    20,062

     

    Total Equity

     

    28,463

     

    Debt-to-Capital Ratio

     

    41

    %

    Total Cash

     

    1,738

     

    Net Debt-to-Capital Ratio

     

    39

    %

     

     

     

     

     

     

     

     

    Millions of Dollars

     

    December 31, 2024

    Reconciliation of Net Cash Provided by Operating Activities to Operating Cash Flow, Excluding Working Capital

     

    Net Cash Provided by Operating Activities

    $

    1,198

     

    Less: Net Working Capital Changes

     

    297

     

    Operating Cash Flow, Excluding Working Capital

    $

    901

     

     

     

     

    Millions of Dollars

     

    Except as Indicated

     

    2024

     

    4Q

    3Q

    Reconciliation of Refining Loss Before Income Taxes to Realized Refining Margins

     

     

    Loss before income taxes

    $

    (775

    )

    (108

    )

    Plus:

     

     

    Taxes other than income taxes

     

    92

     

    100

     

    Depreciation, amortization and impairments

     

    436

     

    230

     

    Selling, general and administrative expenses

     

    60

     

    60

     

    Operating expenses

     

    968

     

    922

     

    Equity in earnings of affiliates

     

    79

     

    12

     

    Other segment expense, net

     

    58

     

    (4

    )

    Proportional share of refining gross margins contributed by equity affiliates

     

    132

     

    193

     

    Special items:

     

     

    Certain tax impacts

     

    (9

    )

    —

     

    Realized refining margins

    $

    1,041

     

    1,405

     

    Total processed inputs ( thousands of barrels )

     

    147,880

     

    145,440

     

    Adjusted total processed inputs ( thousands of barrels )*

     

    171,031

     

    168,951

     

    Loss before income taxes ( dollars per barrel )**

    $

    (5.24

    )

    (0.74

    )

    Realized refining margins ( dollars per barrel )***

    $

    6.08

     

    8.31

     

    *Adjusted total processed inputs include our proportional share of processed inputs of an equity affiliate.

     

    **Income before income taxes divided by total processed inputs.

     

    ***Realized refining margins per barrel, as presented, are calculated using the underlying realized refining margin amounts, in dollars, divided by adjusted total processed inputs, in barrels. As such, recalculated per barrel amounts using the rounded margins and barrels presented may differ from the presented per barrel amounts.

    Source: Phillips 66

    MIL OSI Economics –

    February 1, 2025
  • MIL-OSI Europe: Press release – Polish Presidency debriefs EP committees on priorities

    Source: European Parliament

    Poland holds the Presidency of the Council until the end of June 2025. This text will be updated regularly as the hearings take place.

    Environment, Climate and Food Safety

    On 23 January, Paulina Hennig-Kloska, Minister of Climate and Environment, highlighted the need for climate adaptation measures, combating climate disinformation, and to advance key legislative files such as the waste framework directive on textiles and food, the European soil monitoring law, and the “One Substance, One Assessment” chemicals package. The Presidency also plans to secure agreement with Parliament on plastic pellet losses, water pollutants, and detergents rules.

    MEPs asked about the Presidency’s stance on the new emissions trading system ETS II, the 2040 emissions target, renewable energy, and soil monitoring. They also debated the impact of climate regulations on competitiveness, and raised concerns about agricultural pollution and the role of genomic technologies.

    Security and defence

    On 27 January, Secretary of State at the Ministry of National Defence Paweł Zalewski said the Presidency’s first priority is to strengthen EU support for Ukraine by using all the tools at the EU’s disposal, including the European Peace Facility and the profits from frozen Russian assets or loans guaranteed from Moscow. He also highlighted the need to reinforce the EU’s defence industries by ensuring adequate financing as well as deepening EU-U.S. cooperation, including between the EU and NATO.

    MEPs quizzed Mr Zalewski on several issues, including the EU’s role in possible future peace talks between Ukraine and Russia, developing an EU defence pillar, reforming the EU Investment Bank to allow for more investment in the defence sector and establishing viable “European champions” (i.e. large corporations) in the defence sector.

    Women’s rights and gender equality

    On 28 January, Minister for Equality Katarzyna Kotula emphasised enhancing digital security for women and girls, particularly in the context of the rapid development of AI, as a Presidency priority. She pledged to follow up on the Digital Services Act to make sure that AI accelerates rather than undermines gender equality. The Presidency is also determined to advance the work on the Anti-discrimination Directive.

    MEPS welcomed her commitment on strengthening the digital protection of women and girls, particularly concerning deepfakes, revenge porn and hate speech. They also raised women’s sexual and reproductive health and rights, the protection of LGBTQI+ communities, the challenges faced by ageing women and the prospect for an EU-wide definition of rape including the notion of consent.

    Internal market and consumer protection

    On 28 January, Economic Development and Technology Minister Krzysztof Paszyk focused on the need to eliminate the remaining barriers in the single market, as well as highlighting issues around security, competitiveness, and reducing red tape. The Presidency will look for a compromise on the e-declaration of posted workers file, on late payments, and on the travel package proposals. They will also, he said, try to reach political agreements on toy safety, the Green Claims Directive and on the alternative dispute resolution file.

    On digital policy, Secretary of State, Ministry of Digitalisation Dariusz Standerski outlined plans for an informal meeting on cybersecurity to focus on defence, the application of the Artificial Intelligence Act, and new initiatives on AI factories and the “AI Apply Strategy”. On customs, Undersecretary of State, Ministry of Finance Małgorzata Krok stated the Presidency’s intention was to reach a common position in the Council on the reform of the Union Customs Code.

    MEPs asked about reducing reporting obligations, e-declarations of posted workers, the implementation of digital services act and the AI Act, including in the context of EU-US relations. Several members wanted to hear more about cutting red tape, unblocking progress on late payments, and the need for an AI liability act. Questions also focused on issues around unfair trading practices, single market on defence and climate disinformation.

    Fisheries

    On 28 January, Jacek Czerniak, Secretary of State at the Ministry of Agriculture and Rural Development, which includes fisheries, identified improving EU fisheries competitiveness and defending EU interests in regional fisheries organisations and international agreements as Presidency priorities. Poland will also launch discussions on the review of the Common Fisheries Policy (CFP) and start negotiations to introduce measures against non-EU countries that allow unsustainable fishing practices.

    MEPs questioned Mr Czerniak on addressing the critical state of fish stocks in the Baltic Sea, in addition to issues of security and reducing the complexity of regulations. Others supported a reform of the CFP to better balance the interests of the fishery sector with the EU’s environmental goals. MEPs also argued that trade policies should be aligned with fisheries policies.

    Employment and social affairs

    On 28 January, Minister of Family, Labour and Social Policy Agnieszka Dziemianowicz-Bąk and Minister of Senior Policy Marzena Okła-Drewnowicz said the Presidency would focus on the future of employment in the digital transformation, a Europe of equality, cohesion and inclusion, and the challenges prompted by the EU’s aging population.

    MEPs quizzed the ministers on their plans for the regulation on the coordination of social security systems, emphasising the importance of finalising negotiations on the file. They also raised the impact of AI in the workplace, and the importance of addressing demographic issues in the EU. MEPs also raised the importance of social dialogue, upcoming negotiations on European Work Councils, and the expected Commission initiative on the “Right to Disconnect”.

    Transport and tourism

    On 29 January, Dariusz Klimczak, Minister of Infrastructure, said the Presidency will focus on resilience and competitiveness in the transport sector, the protection of transport operators, dual use infrastructure, and military mobility. He committed to reaching a deal with Parliament on new railway infrastructure, road and maritime safety rules as well advancing negotiations on air passenger rights rules that have been stalled in the Council since 2013. Piotr Borys, Secretary of State at the Ministry of Sport and Tourism added that the Presidency will focus on making Europe a safe and more popular destination for tourism despite Russia’s war in Ukraine and the challenges posed by climate change.

    MEPs asked the Presidency to secure adequate financing for transport policies within the next EU long-term budget, and want them to secure a Council position on the maximum weights and dimensions directive, and address labour shortages and working conditions in all transport modes. Completing Trans-European transport networks, developing high speed rail, and ensuring connectivity for Europe’s islands were also raised.

    Constitutional affairs

    On 29 January, Minister for European Affairs Adam Szłapka said the Presidency wants to promote institutional reforms, stressing at the same time that EU Treaties could prove difficult to revise. The Presidency wants to complete work on the new rules on European political parties and foundations and the electoral rights of mobile citizens. They will work on the transparency of interest representation and on the EU’s accession to the European Convention on Human Rights.

    Most MEPs asked questions about the need to reform the EU’s institutional architecture, especially in light of imminent enlargement, with many of them highlighting the need to overcome what they saw as the obstacle of unanimity in key policy areas either through Treaty revision or using existing rules. Some called for progress on Parliament’s right of initiative, its right of inquiry, and rules on European elections.

    Agriculture and Rural Development

    On 29 January, Czesław Siekierski, Minister of Agriculture and Rural Development said that the Council will discuss the future shape of the Common Agricultural Policy (CAP) beyond 2027. The Presidency wants to simplify the green architecture of the CAP and assess the impact of current EU trade agreements on agriculture.

    Questions from MEPs focused on ensuring fair income for farmers and adapting the CAP to the future enlargement of the EU. A number of MEPs also asked about the position of the Presidency on the EU-Mercosur Partnership Agreement and stressed the need to invest in European food sovereignty.

    International trade

    On 29 January, Krzysztof Paszyk, Minister of Economic Development and Technology, said the Presidency will continue working on ambitious, sustainable and mutually profitable trade agreements. He hopes to finalise the legislation on the screening of foreign direct investment and resume talks on the Generalised System of Preferences (GSP) scheme, the EU’s preferential trade arrangement with developing countries. On Ukraine, Mr Paszyk said support for Ukraine remains steadfast, while the Presidency prefers not to extend the current temporary trade liberalisation measures with the country, but rather reach a new agreement.

    MEPs asked about possible timelines for the adoption of trade deals with Mercosur and Mexico, possible shift in US trade policy as well as on trade with Ukraine and safeguards for the agricultural market. Some MEPs argued that GSP should not be a migration tool, others demanded a clear link between migration and the scheme.

    Industry, Research and Energy

    On 29 January, Minister of Economics, Development and Technology, Krzysztof Paszyk said the Presidency’s priorities include boosting Europe’s industrial competitiveness with a new instrument and advancing the Clean Industry Act to support businesses, address high energy prices, and cut red tape and tax burdens for SMEs. They also plan to maximize the use of spaceimaging and AI algorithms for crisis management, and improve cooperation during natural disasters.

    During the debate, MEPs stressed the need to support innovative businesses through a unified capital market, and to combine environmental policies with industrial policies to achieve the ecological transition. Others focused on the importance of transatlantic relations and the need to secure European tech sovereignty.

    Dariusz Stenderski, Secretary of State in the Ministry of Digital Affairs, said that his key focus areas would be cyber security, with a revised blueprint for coordinated EU response to cyber attacks and an informal Council on its civilian and military aspects.He also referred to the boosting of AI development through shared investment and simplified rules to support startups.

    On 30 January Marcin Kulasek, Minister of Science and Higher Education, outlined three main focus areas: openness and inclusivity, synergies between EU and national programs, and AI and science.He stressed the need to develop EU cooperation networks without losing top talents, and the value of synergies between EU and national research programs.

    MEPs called for the full implementation of the 5G toolbox and for the simplification of administrative procedures to foster innovation. Others highlighted the need to improve EU cooperation in research and innovation, retain top talent, and ensure an inclusive access to funds. The discussions also covered the need for ethical standards in AI, a strong support for scientists, as well as academic freedom and the free flow of scientific knowledge.

    Culture, Education, Youth and Sport

    On 30 January, Education Minister Barbara Nowacka said the Presidency wants to include young people – as part of a new cycle of the EU Youth Dialogue – in EU-level debates and projects to strengthen EU values of democracy, freedom and rule of law, thereby making them more resilient against the risk of disinformation and manipulation. Providing better support to teachers is also a priority, she said, and EU education ministers will gather in May to discuss what they can do to improve this.

    The Presidency wants to advance work on the “European degree” – a degree awarded jointly by several universities in different EU countries – by adopting a roadmap to implement it. A European quality assurance system to guarantee trust among universities and improve the recognition of higher education diplomas will also be discussed, Minister of Science and High Education Marcin Kulasek said.

    Culture Minister Hanna Wróblewska said the Presidency will present proposals to support young artists and creators, and will launch discussions on the future of the Creative Europe programme beyond 2027. Audiovisual and intellectual property rights, security and AI, and a possible revision of the Audiovisual Media Services Directive are also among the Presidency’s priorities, she said.

    Piotr Borys, Secretary of State of Sport, will focus on pushing EU countries to better promote sport in schools, address mental health, and adopt a common methodology to gather statistics on sport.

    MEPs questioned the ministers on countering Russian disinformation under the European Media Freedom Act, as well as on delays in the creation of the European degree, pleading for EU-wide recognition of diplomas, including Erasmus+ and vocational education training. MEPs also raised concerns about possible reductions in Erasmus+ funding, which ensures the financial sustainability of the European Education Area, which in turn is essential for the “Union of Skills”.

    MIL OSI Europe News –

    February 1, 2025
  • MIL-OSI: Brookfield Business Partners Reports 2024 Year End Results

    Source: GlobeNewswire (MIL-OSI)

    BROOKFIELD, News, Jan. 31, 2025 (GLOBE NEWSWIRE) — Brookfield Business Partners (NYSE: BBU, BBUC; TSX: BBU.UN, BBUC) announced today financial results for the year ended December 31, 2024.

    “Our business had another successful year in 2024. We generated over $2 billion from our capital recycling initiatives, acquired two market-leading operations and achieved solid financial results,” said Anuj Ranjan, CEO of Brookfield Business Partners. “The enhanced strength of our balance sheet and substantial liquidity provides us optionality to meaningfully advance our capital allocation priorities with a focus on increasing the intrinsic value of our business for our unitholders.”

           
      Three Months Ended
    December 31,
      Year Ended
    December 31,
    US$ millions (except per unit amounts), unaudited   2024       2023       2024       2023  
    Net income (loss) attributable to Unitholders1 $ (438 )   $ 1,423     $ (109 )   $ 1,405  
    Net income (loss) per limited partnership unit2 $ (2.02 )   $ 6.57     $ (0.50 )   $ 6.49  
               
    Adjusted EBITDA3 $ 653     $ 608     $ 2,565     $ 2,491  
                                   

    Net loss attributable to Unitholders for the year ended December 31, 2024 was $109 million (loss of $0.50 per limited partnership unit) compared to net income of $1,405 million ($6.49 per limited partnership unit) in the prior year. Net loss attributable to Unitholders includes a one-time non-cash expense at our healthcare services operation, combined with provisions at our construction operation. Prior year included net gains primarily related to the sale of our nuclear technology services operation.

    Adjusted EBITDA for the year ended December 31, 2024 was $2,565 million compared to $2,491 million for the year ended December 31, 2023, reflecting improved performance of operations and tax benefits recorded at our advanced energy storage operation. Prior year results included $308 million of contribution from operations which have been sold.

    Operational Update

    The following table presents Adjusted EBITDA by segment:

      Three Months Ended
    December 31,
      Year Ended
    December 31,
    US$ millions, unaudited   2024       2023       2024       2023  
    Industrials $ 306     $ 222     $ 1,247     $ 855  
    Business Services   217       227       832       900  
    Infrastructure Services   160       184       606       853  
    Corporate and Other   (30 )     (25 )     (120 )     (117 )
    Adjusted EBITDA $ 653     $ 608     $ 2,565     $ 2,491  

    Our Industrials segment generated Adjusted EBITDA of $1,247 million in 2024, compared to $855 million in 2023. Current year results included $371 million of tax benefits at our advanced energy storage operation. Strong underlying performance at our advanced energy storage operation and growing contribution from water and wastewater services offset reduced performance at our engineered components manufacturing operation due to weak market conditions. Prior year results included contribution from disposed operations including our Canadian aggregates production operation which was sold in June 2024.

    Our Business Services segment generated Adjusted EBITDA of $832 million in 2024, compared to $900 million in 2023. Strong performance at our residential mortgage insurer was primarily offset by the impact of a cyber incident at our dealer software and technology services operation and reduced performance at our construction and healthcare services operations during the year. Prior year results included contribution from our road fuels operation which was sold in July 2024.

    Our Infrastructure Services segment generated Adjusted EBITDA of $606 million in 2024, compared to $853 million in 2023. Prior year results included $236 million of contribution from our nuclear technology services operation which was sold in November 2023. Current year results benefited from improved performance of offshore oil services, offset by reduced contribution at work access services.

    The following table presents Adjusted EFO4 by segment:

      Three Months Ended
    December 31,
      Year Ended
    December 31,
    US$ millions, unaudited   2024       2023       2024       2023  
    Adjusted EFO          
    Industrials $ 193     $ 115     $ 935     $ 492  
    Business Services   142       181       641       636  
    Infrastructure Services   78       1,790       287       2,070  
    Corporate and Other   (83 )     (77 )     (331 )     (335 )

    Adjusted EFO for the year ended December 31, 2024 included $306 million in net gains primarily related to the dispositions of our road fuels operation and Canadian aggregates production operation, the sale of public securities and the deconsolidation of our payment processing services operation. Infrastructure Services Adjusted EFO reflected the impact of the prior year disposition of our nuclear technology services operation. Prior year results included $2,006 million in after-tax net gains primarily related to the sale of our nuclear technology services operation.

    Strategic Initiatives

    • Advanced Energy Storage Operation
      In January, our advanced energy storage operation raised $5 billion of new first lien debt – $4.5 billion of the proceeds are not required in the business and therefore were used to fund a special distribution to owners, of which Brookfield Business Partners’ share was approximately $1.2 billion. This represented a multiple of 1.5x of our initial equity investment and we still own our entire share of the business.
    • Offshore Oil Services
      In January, we completed the previously announced sale of our offshore oil services’ shuttle tanker operation. Cash proceeds to Brookfield Business Partners for the sale of its interest after the repayment of debt are expected to be approximately $250 million.
    • Unit Repurchase Program and Capital Deployment
      We are allocating up to $250 million of capital to accelerate the repurchase of Brookfield Business Partners’ securities under our existing and future normal course issuer bids (NCIB).

      In January, we completed the acquisition of Chemelex, a leading manufacturer of electric heat tracing systems, through a carve-out from a larger industrial company for total enterprise value of $1.7 billion. Brookfield Business Partners invested $212 million for an approximate 25% economic interest in the business, with the balance funded by institutional partners.

    Liquidity

    We ended the year with approximately $1.3 billion of liquidity at the corporate level including $91 million of cash and liquid securities, $25 million of remaining preferred equity commitment from Brookfield Corporation and $1.2 billion of availability on our corporate credit facilities. Pro forma for announced and recently closed transactions, corporate liquidity is $2.7 billion.

    Distribution

    The Board of Directors has declared a quarterly distribution in the amount of $0.0625 per unit, payable on March 31, 2025 to unitholders of record as at the close of business on February 28, 2025.

    Additional Information

    The Board has reviewed and approved this news release, including the summarized unaudited consolidated financial statements contained herein.

    Brookfield Business Partners’ Letter to Unitholders and the Supplemental Information are available on our website https://bbu.brookfield.com under Reports & Filings.

       
    Notes:  
    1 Attributable to limited partnership unitholders, general partnership unitholders, redemption-exchange unitholders, special limited partnership unitholders and BBUC exchangeable shareholders.
    2 Net income (loss) per limited partnership unit calculated as net income (loss) attributable to limited partners divided by the average number of limited partnership units outstanding for the three and twelve months ended December 31, 2024 which were 74.3 million and 74.3 million, respectively (December 31, 2023: 74.3 million and 74.5 million, respectively).
    3 Adjusted EBITDA is a non-IFRS measure of operating performance presented as net income and equity accounted income at the partnership’s economic ownership interest in consolidated subsidiaries and equity accounted investments, respectively, excluding the impact of interest income (expense), net, income taxes, depreciation and amortization expense, gains (losses) on acquisitions/dispositions, net, transaction costs, restructuring charges, revaluation gains or losses, impairment expenses or reversals, other income or expenses, and preferred equity distributions. The partnership’s economic ownership interest in consolidated subsidiaries and equity accounted investments excludes amounts attributable to non-controlling interests consistent with how the partnership determines net income attributable to non-controlling interests in its IFRS consolidated statements of operating results. The partnership believes that Adjusted EBITDA provides a comprehensive understanding of the ability of its businesses to generate recurring earnings which allows users to better understand and evaluate the underlying financial performance of the partnership’s operations and excludes items that the partnership believes do not directly relate to revenue earning activities and are not normal, recurring items necessary for business operations. Please refer to the reconciliation of net income (loss) to Adjusted EBITDA included elsewhere in this news release.
    4 Adjusted EFO is the partnership’s segment measure of profit or loss and is presented as net income and equity accounted income at the partnership’s economic ownership interest in consolidated subsidiaries and equity accounted investments, respectively, excluding the impact of depreciation and amortization expense, deferred income taxes, transaction costs, restructuring charges, unrealized revaluation gains or losses, impairment expenses or reversals and other income or expense items that are not directly related to revenue generating activities. The partnership’s economic ownership interest in consolidated subsidiaries excludes amounts attributable to non-controlling interests consistent with how the partnership determines net income attributable to non-controlling interests in its IFRS consolidated statements of operating results. In order to provide additional insight regarding the partnership’s operating performance over the lifecycle of an investment, Adjusted EFO includes the impact of preferred equity distributions and realized disposition gains or losses recorded in net income, other comprehensive income, or directly in equity, such as ownership changes. Adjusted EFO does not include legal and other provisions that may occur from time to time in the partnership’s operations and that are one-time or non-recurring and not directly tied to the partnership’s operations, such as those for litigation or contingencies. Adjusted EFO includes expected credit losses and bad debt allowances recorded in the normal course of the partnership’s operations. Adjusted EFO allows the partnership to evaluate its segments on the basis of return on invested capital generated by its operations and allows the partnership to evaluate the performance of its segments on a levered basis.
       

    Brookfield Business Partners is a global business services and industrials company focused on owning and operating high-quality businesses that provide essential products and services and benefit from a strong competitive position. Investors have flexibility to invest in our company either through Brookfield Business Partners L.P. (NYSE: BBU; TSX: BBU.UN), a limited partnership or Brookfield Business Corporation (NYSE, TSX: BBUC), a corporation. For more information, please visit https://bbu.brookfield.com.

    Brookfield Business Partners is the flagship listed vehicle of Brookfield Asset Management’s Private Equity Group. Brookfield Asset Management is a leading global alternative asset manager with over $1 trillion of assets under management.

    Please note that Brookfield Business Partners’ previous audited annual and unaudited quarterly reports have been filed on SEDAR+ and EDGAR and are available at https://bbu.brookfield.com under Reports & Filings. Hard copies of the annual and quarterly reports can be obtained free of charge upon request.

    For more information, please contact:

    Conference Call and 2024 Earnings Webcast Details

    Investors, analysts and other interested parties can access Brookfield Business Partners’ 2024 results as well as the Letter to Unitholders and Supplemental Information on our website https://bbu.brookfield.com under Reports & Filings.

    The results call can be accessed via webcast on January 31, 2025 at 10:00 a.m. Eastern Time at BBU2024Q4Webcast or participants can pre-register at BBU2024Q4ConferenceCall. Upon registering, participants will be emailed a dial-in number and unique PIN. A replay of the webcast will be available at https://bbu.brookfield.com.

     
    Brookfield Business Partners L.P.
    Consolidated Statements of Financial Position
     
      As at
    US$ millions, unaudited December 31, 2024   December 31, 2023
                         
    Assets                    
    Cash and cash equivalents         $ 3,239             $ 3,252  
    Financial assets           12,371               13,176  
    Accounts and other receivable, net           6,279               6,563  
    Inventory and other assets           5,728               5,321  
    Property, plant and equipment           13,232               15,724  
    Deferred income tax assets           1,744               1,220  
    Intangible assets           18,317               20,846  
    Equity accounted investments           2,325               2,154  
    Goodwill           12,239               14,129  
    Total Assets         $ 75,474             $ 82,385  
                         
    Liabilities and Equity                    
    Liabilities                    
    Corporate borrowings         $ 2,142             $ 1,440  
    Accounts payable and other           16,691               18,378  
    Non-recourse borrowings in subsidiaries of Brookfield Business Partners           36,720               40,809  
    Deferred income tax liabilities           2,613               3,226  
                         
    Equity                    
    Limited partners $ 1,752         $ 1,909    
    Non-controlling interests attributable to:          
    Redemption-exchange units   1,644           1,792    
    Special limited partner   —           —    
    BBUC exchangeable shares   1,721           1,875    
    Preferred securities   740           740    
    Interest of others in operating subsidiaries   11,451           12,216    
          17,308           18,532  
    Total Liabilities and Equity   $ 75,474         $ 82,385  
     
    Brookfield Business Partners L.P.
    Consolidated Statements of Operating Results
     
    US$ millions, unaudited Three Months Ended
    December 31,
      Year Ended
    December 31,
      2024       2023       2024       2023  
               
    Revenues $ 7,427     $ 13,405     $ 40,620     $ 55,068  
    Direct operating costs   (6,008 )     (12,209 )     (34,883 )     (50,021 )
    General and administrative expenses   (324 )     (336 )     (1,267 )     (1,538 )
    Interest income (expense), net   (752 )     (858 )     (3,104 )     (3,596 )
    Equity accounted income (loss), net   35       48       90       132  
    Impairment reversal (expense), net   (991 )     (780 )     (981 )     (831 )
    Gain (loss) on acquisitions/dispositions, net   —       4,477       692       4,686  
    Other income (expense), net   (360 )     (344 )     (573 )     (178 )
    Income (loss) before income tax   (973 )     3,403       594       3,722  
    Income tax (expense) recovery          
    Current   (158 )     (171 )     (646 )     (775 )
    Deferred   23       252       947       830  
    Net income (loss) $ (1,108 )   $ 3,484     $ 895     $ 3,777  
    Attributable to:          
    Limited partners $ (150 )   $ 488     $ (37 )   $ 482  
    Non-controlling interests attributable to:          
    Redemption-exchange units   (141 )     457       (35 )     451  
    Special limited partner   —       —       —       —  
    BBUC exchangeable shares   (147 )     478       (37 )     472  
    Preferred securities   13       17       52       83  
    Interest of others in operating subsidiaries   (683 )     2,044       952       2,289  
     
    Brookfield Business Partners L.P.
    Reconciliation of Non-IFRS Measures
     
    US$ millions, unaudited  Three Months Ended December 31, 2024
        Business Services       Infrastructure Services       Industrials       Corporate and Other       Total  
                         
    Net income (loss)   $ (955 )   $ (72 )   $ (31 )   $ (50 )   $ (1,108 )
                         
    Add or subtract the following:                    
    Depreciation and amortization expense     223       228       328       —       779  
    Impairment reversal (expense), net     690       1       300       —       991  
    Gain (loss) on acquisitions/dispositions, net     —       —       —       —       —  
    Other income (expense), net1     312       4       47       (3 )     360  
    Income tax (expense) recovery     28       9       115       (17 )     135  
    Equity accounted income (loss), net     (4 )     (12 )     (19 )     —       (35 )
    Interest income (expense), net     233       166       313       40       752  
    Equity accounted Adjusted EBITDA2     25       47       17       —       89  
    Amounts attributable to non-controlling interests3     (335 )     (211 )     (764 )     —       (1,310 )
    Adjusted EBITDA   $ 217     $ 160     $ 306     $ (30 )   $ 653  
     Notes:  
     1 Other income (expense), net corresponds to amounts that are not directly related to revenue earning activities and are not normal, recurring income or expenses necessary for business operations. The components of other income (expense), net include $407 million related to a provision for payment of a litigation settlement at our dealer software and technology services operation, $116 million of net gains on the sale of property, plant and equipment and other assets, $57 million related to provisions recorded at our construction operation, $52 million of business separation expenses, stand-up costs and restructuring charges, $27 million of net gains on debt modification and extinguishment, $16 million of net revaluation gains and $3 million in transaction costs.
     2 Equity accounted Adjusted EBITDA corresponds to the Adjusted EBITDA attributable to the partnership that is generated by its investments in associates and joint ventures accounted for using the equity method.
     3 Amounts attributable to non-controlling interests are calculated based on the economic ownership interests held by the non-controlling interests in consolidated subsidiaries.
     
    Brookfield Business Partners L.P.
    Reconciliation of Non-IFRS Measures
         
    US$ millions, unaudited Year Ended December 31, 2024
        Business Services       Infrastructure Services       Industrials       Corporate and Other       Total  
                         
    Net income (loss)   $ (169 )   $ (347 )   $ 1,654     $ (243 )   $ 895  
                         
    Add or subtract the following:                    
    Depreciation and amortization expense     961       888       1,355       —       3,204  
    Impairment reversal (expense), net     686       (11 )     306       —       981  
    Gain (loss) on acquisitions/dispositions, net     (608 )     —       (84 )     —       (692 )
    Other income (expense), net1     365       32       164       12       573  
    Income tax (expense) recovery     75       6       (341 )     (41 )     (301 )
    Equity accounted income (loss), net     (4 )     (23 )     (63 )     —       (90 )
    Interest income (expense), net     972       701       1,279       152       3,104  
    Equity accounted Adjusted EBITDA2     79       168       61       —       308  
    Amounts attributable to non-controlling interests3     (1,525 )     (808 )     (3,084 )     —       (5,417 )
    Adjusted EBITDA   $ 832     $ 606     $ 1,247     $ (120 )   $ 2,565  
    Notes:  
    1 Other income (expense), net corresponds to amounts that are not directly related to revenue earning activities and are not normal, recurring income or expenses necessary for business operations. The components of other income (expense), net include $407 million related to a provision for payment of a litigation settlement at our dealer software and technology services operation, $251 million related to provisions recorded at our construction operation, $168 million of net revaluation gains, $158 million of business separation expenses, stand-up costs and restructuring charges, $108 million of net gains on the sale of property, plant and equipment and other assets, $52 million of net gains on debt modification and extinguishment, $50 million of other income related to a distribution at our entertainment operation, $35 million in transaction costs and $100 million of other expenses.
    2 Equity accounted Adjusted EBITDA corresponds to the Adjusted EBITDA attributable to the partnership that is generated by its investments in associates and joint ventures accounted for using the equity method.
    3 Adjusted EBITDA that is attributable to non-controlling interests in consolidated subsidiaries.
     
    Brookfield Business Partners L.P.
    Reconciliation of Non-IFRS Measures
     
    US$ millions, unaudited Three Months Ended December 31, 2023
        Business Services       Infrastructure Services       Industrials       Corporate and Other       Total  
                         
    Net income (loss)   $ 51     $ 3,744     $ (264 )   $ (47 )   $ 3,484  
                         
    Add or subtract the following:                    
    Depreciation and amortization expense     287       257       347       —       891  
    Impairment reversal (expense), net     650       33       97       —       780  
    Gain (loss) on acquisitions/dispositions, net     (566 )     (3,902 )     (9 )     —       (4,477 )
    Other income (expense), net1     (24 )     46       317       5       344  
    Income tax (expense) recovery     18       (10 )     (68 )     (21 )     (81 )
    Equity accounted income (loss), net     (6 )     (22 )     (20 )     —       (48 )
    Interest income (expense), net     259       225       336       38       858  
    Equity accounted Adjusted EBITDA2     17       51       17       —       85  
    Amounts attributable to non-controlling interests3     (459 )     (238 )     (531 )     —       (1,228 )
    Adjusted EBITDA   $ 227     $ 184     $ 222     $ (25 )   $ 608  
    Notes:  
    1 Other income (expense), net corresponds to amounts that are not directly related to revenue earning activities and are not normal, recurring income or expenses necessary for business operations. The components of other income (expense), net include $247 million loss related to the reclassification of our graphite electrode operations as a financial asset, $96 million of net gains on debt extinguishment/modifications, $80 million of business separation expenses, stand-up costs and restructuring charges, $37 million in transaction costs and $76 million of other expenses.
    2 Equity accounted Adjusted EBITDA corresponds to the Adjusted EBITDA attributable to the partnership that is generated by its investments in associates and joint ventures accounted for using the equity method.
    3 Adjusted EBITDA that is attributable to non-controlling interests in consolidated subsidiaries.
     
    Brookfield Business Partners L.P.
    Reconciliation of Non-IFRS Measures
     
    US$ millions, unaudited Year Ended December 31, 2023
        Business Services       Infrastructure Services       Industrials       Corporate and Other       Total  
                         
    Net income (loss)   $ 602     $ 3,616     $ (245 )   $ (196 )   $ 3,777  
                         
    Add or subtract the following:                    
    Depreciation and amortization expense     1,045       1,174       1,373       —       3,592  
    Impairment reversal (expense), net     656       (13 )     188       —       831  
    Gain (loss) on acquisitions/dispositions, net     (720 )     (3,916 )     (50 )     —       (4,686 )
    Other income (expense), net1     (138 )     (90 )     396       10       178  
    Income tax (expense) recovery     245       (6 )     (218 )     (76 )     (55 )
    Equity accounted income (loss), net     (25 )     (51 )     (56 )     —       (132 )
    Interest income (expense), net     1,031       1,051       1,369       145       3,596  
    Equity accounted Adjusted EBITDA2     61       183       63       —       307  
    Amounts attributable to non-controlling interests3     (1,857 )     (1,095 )     (1,965 )     —       (4,917 )
    Adjusted EBITDA   $ 900     $ 853     $ 855     $ (117 )   $ 2,491  
    Notes:  
    1 Other income (expense), net corresponds to amounts that are not directly related to revenue earning activities and are not normal, recurring income or expenses necessary for business operations. The components of other income (expense), net include $446 million of net gains on debt modification and extinguishment, $247 million loss related to the reclassification of our graphite electrode operations as a financial asset, $246 million of business separation expenses, stand-up costs and restructuring charges, $116 million in transaction costs, $93 million of net revaluation gains and $108 million of other expenses.
    2 Equity accounted Adjusted EBITDA corresponds to the Adjusted EBITDA attributable to the partnership that is generated by its investments in associates and joint ventures accounted for using the equity method.
    3 Adjusted EBITDA that is attributable to non-controlling interests in consolidated subsidiaries.
       

    Brookfield Business Corporation Reports 2024 Year End Results

    Brookfield, News, January 31, 2025 – Brookfield Business Corporation (NYSE, TSX: BBUC) announced today its net income (loss) for the year ended December 31, 2024.

      Three Months Ended
    December 31,
      Year Ended
    December 31,
    US$ millions, unaudited   2024       2023       2024       2023  
               
    Net income (loss) attributable to Brookfield Business Partners $ (396 )   $ 454     $ (888 )   $ 519  

    Net loss attributable to Brookfield Business Partners for the year ended December 31, 2024 was $888 million compared to net income of $519 million in 2023 which included net gains primarily related to the sale of our nuclear technology services operation. Current year results included $208 million of remeasurement loss on our exchangeable and class B shares that are classified as liabilities under IFRS. As at December 31, 2024, the exchangeable and class B shares were remeasured to reflect the closing price of $23.42 per unit.

    Dividend

    The Board of Directors has declared a quarterly dividend in the amount of $0.0625 per share, payable on March 31, 2025 to shareholders of record as at the close of business on February 28, 2025.

    Additional Information

    Each exchangeable share of Brookfield Business Corporation has been structured with the intention of providing an economic return equivalent to one unit of Brookfield Business Partners L.P. Each exchangeable share will be exchangeable at the option of the holder for one unit. Brookfield Business Corporation will target that dividends on its exchangeable shares will be declared and paid at the same time as distributions are declared and paid on the Brookfield Business Partners’ units and that dividends on each exchangeable share will be declared and paid in the same amount as distributions are declared and paid on each unit to provide holders of exchangeable shares with an economic return equivalent to holders of units.

    In addition to carefully considering the disclosures made in this news release in its entirety, shareholders are strongly encouraged to carefully review the Letter to Unitholders, Supplemental Information and other continuous disclosure filings which are available at https://bbu.brookfield.com.

    Please note that Brookfield Business Corporation’s previous audited annual and unaudited quarterly reports have been filed on SEDAR+ and EDGAR and are available at https://bbu.brookfield.com/bbuc under Reports & Filings. Hard copies of the annual and quarterly reports can be obtained free of charge upon request.

     
    Brookfield Business Corporation
    Consolidated Statements of Financial Position
     
      As at
    US$ millions, unaudited December 31, 2024   December 31, 2023
                           
    Assets                      
    Cash and cash equivalents         $ 1,008             $ 772  
    Financial assets           353               224  
    Accounts and other receivable, net           3,229               3,569  
    Inventory, net           52               61  
    Other assets           627               737  
    Property, plant and equipment           2,480               2,743  
    Deferred income tax assets           197               221  
    Intangible assets           5,966               6,931  
    Equity accounted investments           198               222  
    Goodwill           4,988               5,702  
    Total Assets         $ 19,098             $ 21,182  
                           
    Liabilities and Equity                      
    Liabilities                      
    Accounts payable and other         $ 5,276             $ 4,818  
    Non-recourse borrowings in subsidiaries of Brookfield Business Corporation           8,490               8,823  
    Exchangeable and class B shares           1,709               1,501  
    Deferred income tax liabilities           988               1,280  
                           
    Equity                      
    Brookfield Business Partners $ (59 )       $ 880      
    Non-controlling interests   2,694           3,880      
          2,635         4,760  
    Total Liabilities and Equity   $ 19,098       $ 21,182  
     
    Brookfield Business Corporation
    Consolidated Statements of Operating Results
     
    US$ millions, unaudited Three Months Ended
    December 31,
      Year Ended
    December 31,
      2024       2023       2024       2023  
    Continuing operations          
    Revenues $ 2,209     $ 1,946     $ 8,208     $ 7,683  
    Direct operating costs   (2,041 )     (1,749 )     (7,568 )     (6,794 )
    General and administrative expenses   (107 )     (78 )     (326 )     (268 )
    Interest income (expense), net   (212 )     (206 )     (832 )     (878 )
    Equity accounted income (loss), net   2       2       8       3  
    Impairment reversal (expense), net   (689 )     (599 )     (691 )     (606 )
    Gain (loss) on acquisitions/dispositions, net   —       —       —       87  
    Remeasurement of exchangeable and class B shares   (9 )     (392 )     (208 )     (264 )
    Other income (expense), net   (469 )     44       (666 )     126  
    Income (loss) before income tax from continuing operations   (1,316 )     (1,032 )     (2,075 )     (911 )
    Income tax (expense) recovery          
    Current   (8 )     (5 )     (50 )     (167 )
    Deferred   42       1       198       95  
    Net income (loss) from continuing operations $ (1,282 )   $ (1,036 )   $ (1,927 )   $ (983 )
    Discontinued operations          
    Net income (loss) from discontinued operations   —       3,885       —       3,812  
    Net income (loss) $ (1,282 )   $ 2,849     $ (1,927 )   $ 2,829  
    Attributable to:          
    Brookfield Business Partners $ (396 )   $ 454     $ (888 )   $ 519  
    Non-controlling interests   (886 )     2,395       (1,039 )     2,310  


    Cautionary Statement Regarding Forward-looking Statements and Information

    Note: This news release contains “forward-looking information” within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of Brookfield Business Partners, as well as regarding recently completed and proposed acquisitions, dispositions, and other transactions, and the outlook for North American and international economies for the current fiscal year and subsequent periods, and include words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”, “seeks”, “intends”, “targets”, “projects”, “forecasts”, “views”, “potential”, “likely” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”.

    Although we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, investors and other readers should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause the actual results, performance or achievements of Brookfield Business Partners to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements and information. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations and our plans and strategies may vary materially from those expressed in the forward-looking statements and forward-looking information herein.

    Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: the cyclical nature of our operating businesses and general economic conditions and risks relating to the economy, including unfavorable changes in interest rates, foreign exchange rates, inflation and volatility in the financial markets; global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; strategic actions including our ability to complete dispositions and achieve the anticipated benefits therefrom; the ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits; changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); the ability to appropriately manage human capital; the effect of applying future accounting changes; business competition; operational and reputational risks; technological change; changes in government regulation and legislation within the countries in which we operate; changes to U.S. laws or policies, including changes in U.S. domestic economic policies and foreign trade policies and tariffs; governmental investigations; litigation; changes in tax laws; ability to collect amounts owed; catastrophic events, such as earthquakes, hurricanes and pandemics/epidemics; cybersecurity incidents; the possible impact of international conflicts, wars and related developments including terrorist acts and cyber terrorism; and other risks and factors detailed from time to time in our documents filed with the securities regulators in Canada and the United States including those set forth in the “Risk Factors” section in our annual report for the year ended December 31, 2024 to be filed on Form 20-F.

    Statements relating to “reserves” are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described herein can be profitably produced in the future. We qualify any and all of our forward-looking statements by these cautionary factors.

    We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements and information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

    Cautionary Statement Regarding the Use of a Non-IFRS Measure

    This news release contains references to a Non-IFRS measure. Adjusted EBITDA is not a generally accepted accounting measure under IFRS and therefore may differ from definitions used by other entities. We believe this is a useful supplemental measure that may assist investors in assessing the financial performance of Brookfield Business Partners and its subsidiaries. However, Adjusted EBITDA should not be considered in isolation from, or as a substitute for, analysis of our financial statements prepared in accordance with IFRS.

    References to Brookfield Business Partners are to Brookfield Business Partners L.P. together with its subsidiaries, controlled affiliates and operating entities. Unitholders’ results include limited partnership units, redemption-exchange units, general partnership units, BBUC exchangeable shares and special limited partnership units. More detailed information on certain references made in this news release will be available in our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our annual report for the year ended December 31, 2024 to be filed on Form 20-F.

    The MIL Network –

    February 1, 2025
  • MIL-OSI United Kingdom: Coming up next week at the London Assembly W/C 3 February

    Source: Mayor of London

    PUBLIC MEETINGS

    Monday 3 February

    Co-chairs of the Mayor’s Cultural Leadership Board

    Confirmation Hearings Committee – Chamber, City Hall, Kamal Chunchie Way, 10am

    The Mayor’s Cultural Leadership Board members, known as ‘Ambassadors’, advise the Mayor of London on emerging and ongoing issues facing the creative industries and culture sector. The Board also helps to champion the Mayor’s work.

    The London Assembly will hold an extraordinary confirmation hearing to assess the Mayor of London, Sir Sadiq Khan’s proposed appointees to the role of Co-Chairs of the Mayor’s Cultural Leadership Board.

    The Assembly Confirmation Hearings Committee will question:

    • Amanda Parker – Proposed appointee to the role of Co-Chair of the Mayor’s Cultural Leadership Board
    • Tom Sleigh – Proposed appointee to the role of Co-Chair of the Mayor’s Cultural Leadership Board

    MEDIA CONTACT: Anthony Smith on 07763 251727 / [email protected]

    Wednesday 5 February

    Swimmable Rivers

    Environment Committee – Committee Rooms 2 & 3, City Hall, Kamal Chunchie Way, 10am

    The London Assembly Environment Committee will hold the final meeting of its investigation into the Mayor’s ‘swimmable rivers’ manifesto commitment, asking guests what the Mayor’s plan should include, how to ensure London’s rivers are safe and accessible, and what it will take to achieve the Mayor’s aims.

    The guests are:

    Panel 1

    • James Wallace, Chief Executive, River Action
    • Alex Nickson, Director for Environmental Compliance and Partnerships, Thames Water
    • Rob Gray, Chair and Director – Crane Valley CIC / Friends of the River Crane (FORCE)
    • Ros Daniels, London and South East Director, Canal and Rivers Trust

    Panel 2

    • Mete Coban MBE, Deputy Mayor of London for Environment and Energy, GLA
    • Sam Longman, Head of Sustainability and Corporate Environment, TfL
    • Abby Crisostomo, Head of Green Infrastructure, GLA
    • Pete Daw, Head of Climate Change, GLA

    MEDIA CONTACT: Anthony Smith on 07763 251727 / [email protected]

    MIL OSI United Kingdom –

    February 1, 2025
  • MIL-OSI: Speakers at Biz2X Frontiers of Digital Finance Conference Kick Off 2025 and Predict What’s Next in Fintech and Business Finance

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK and MIAMI, Jan. 31, 2025 (GLOBE NEWSWIRE) — The Biz2X 2025 Frontiers of Digital Finance (FDF) Conference at University of Miami’s Business School, held on January 14, brought together top global leaders in technology, business and government to examine the rapidly changing digital finance landscape, particularly AI’s transformative impact on small business lending. For video highlights, click here.

    FDF assembled a ‘Who’s Who’ of digital finance experts who delved into major issues, such as potential changes in regulation in the new Trump administration, increased use of AI in lending, and the rise of alternative lenders. Speakers from over 25 organizations were represented, in an invite-only audience of more than 200 delegates. Among the A-List speakers were:

    • Former Congressman Patrick McHenry, who served as Chair of the House Financial Services Committee for the past two years. His keynote address, The Future of Fintech Regulation, drew upon his more than two-decades in Congress. The session was moderated by Charlie Gasparino of Fox Business News.
    • USAA President & CEO Wayne Peacock spoke about Leadership in Fintech in The Next Decade. Under Peacock’s visionary leadership, USAA has become a household name. At FDF, he shared insights from his expertise in mission-driven leadership to navigate the evolving financial services landscape.
    • Jim Esposito, President of Citadel Securities, led a discussion entitled Building the Future: Technology in Financial Markets in which he shared his insights for driving long-term growth and building global client and partner relationships.
    • Miami Mayor Francis X. Suarez examined Where Innovation Meets Opportunity – A Legal and Economic Vision, together with legendary litigator Marc Kasowitz from Kasowitz Benson Torres. They shared their perspectives on the legal and economic forces shaping today’s business landscape, and Mayor Suarez explored how cities like Miami can become innovation hubs for the private sector.

    BCG & Biz2X Launch New SMB Finance White Paper at FDF Miami

    Biz2X partnered with Boston Consulting Group (BCG), one of the world’s top business consulting firms, to unveil a brand-new proprietary white paper entitled, The Forthcoming Revolution in Small Business Lending.

    The study examines the rapidly changing dynamics of small business lending. Biz2X and BCG analyzed the reasons why banks — particularly the country’s largest institutions — place limitations on lending to small and medium-sized businesses. BCG identifies a global small business funding gap that exceeds $5 trillion.

    Biz2X and BCG conclude that SMB lending must be fundamentally altered through technology such as digital lending platforms to achieve lower risk, broader access to capital, and a significantly-improved digital experience for both borrowers and lenders. To download the full report, click here.

    Looking Ahead to Future FDF Conferences

    “FDF Miami 2025 was the highest-attended conference yet in our continuing series of these events. Our goal with FDF is to create a platform that drives the finance industry forward by bringing together the right people from all sides of industry and policy,” said Conference Chair and the CEO & Co-Founder of Biz2X, Rohit Arora.

    Future editions of FDF in 2025 are being planned in Riyadh and Mumbai, along with a likely return to Miami, with dates to be announced. For more information about FDF sponsors, speakers, and to see exclusive content from FDF Miami and previous FDF events, visit frontiersofdigitalfinance.com.

    About Frontiers of Digital Finance (FDF)
    FDF is an invitation only, global conference series that assembles global experts in the field. These include top financial institutions, innovative startups, investors, policy makers, technologists, and other leaders to learn about trends in digital finance and build relationships with key executives in the fintech industry.

    Attendees gain valuable insights from distinguished speakers and forge meaningful connections with key industry executives through curated networking events. Previous conferences have been held in some of the world’s most dynamic financial hubs: Dubai, Riyadh, Abu Dhabi, Mumbai, New York (at Columbia Business School) and Miami. Visit frontiersofdigitalfinance.com and LinkedIn for more information and highlights from the conferences.

    About Biz2X 
    Biz2X® is the digital lending platform chosen by successful business lenders, with more than $10 billion funded globally to businesses through the company’s innovative technology. The platform has been chosen for business lending at banks and financial institutions around the world. Lenders choose the platform because they want to transform their lending practices digitally. Biz2X makes this possible through best-in-class technology and AI-powered underwriting models. Biz2X LLC is a subsidiary of Biz2Credit. Visit Biz2X.com for more information.

    Contact: John Mooney, Over The Moon PR, 908-720-6057, john@overthemoonpr.com

    The MIL Network –

    February 1, 2025
  • MIL-OSI Submissions: Energy Sector – Lufttransport RW AS selected as operator for new helicopters – Equinor

    Source: Equinor

    31 JANUARY 2025 – Norwegian company Lufttransport RW AS wins contract to fly five AW189-type helicopters from manufacturer Leonardo, with departures from Sola and Florø. Milestone Aviation Group is the registered owner of the helicopters.

    Equinor has awarded Tromsø-based Lufttransport RW AS the assignment of operating five new helicopters from manufacturer Leonardo. They will be used to transport passengers on the Norwegian continental shelf (NCS) from Sola and Florø.

    The five new helicopters are type AW189 aircraft, which are part of a new generation of helicopters that will be operating on the NCS.

    More helicopter types on the NCS

    Last year, Equinor signed agreements to procure 15 new helicopters, aimed at reducing reliance on the single model currently in use. In addition to the five helicopters from Leonardo, Bell will deliver 10 Bell 525 helicopters starting from 2026.

    “The safety of our employees who travel by helicopter is our utmost priority. New helicopters will make helicopter traffic more robust. Safe, predictable and efficient transportation is crucial to safely maintain a high activity level on the NCS for many years to come,” says Ørjan Kvelvane, Equinor’s senior vice president Operation and Maintenance in Exploration & Production Norway (EPN).

    Extensive experience

    The contract with Norwegian company Lufttransport is the first operator agreement after the new helicopters were ordered, also for the purpose of supplementing the current Sikorsky S-92.

    Lufttransport has extensive experience in dealing with challenging Norwegian conditions, their safety record is good and both the Norwegian Civil Aviation Authority and Equinor have deemed the company qualified to carry out offshore flights. The company will also conduct search and rescue operations for Equinor starting in early 2026, under a contract awarded one year ago.

    Newer, tried and true type of helicopter

    “Lufttransport is the operator with most experience with Leonardo helicopters in Norway, which is an advantage as we introduce these new helicopters,” Kvelvane says.

    The AW189 helicopters from Leonardo represent a newer type of helicopter with thoroughly tested technology and excellent safety. This particular helicopter type is used throughout the offshore industry worldwide. The AW189 also features good passenger comfort, noise reduction and lower emissions, in addition to good support systems for the pilots.

    The two first helicopters will arrive in Norway in spring 2025, and will gradually commence operations over the course of the summer and autumn. The remaining three helicopters will be delivered and put to use in 2026.

    Assuming ownership

    Equinor has also entered into an agreement with Milestone Aviation Group, the global leader in helicopter leasing. The company will assume ownership of the AW189 helicopters when they are handed over by Leonardo.

    “Through this agreement, we’ve secured long-term rights to manage these helicopters ourselves, and the contract with Lufttransport gives us a third operator for shuttle services on the NCS, alongside CHC and Bristow. We’ve managed to put a set of innovative agreements in place to ensure that we have good technical solutions that provide more robust operations,” says Mette Ottøy, Equinor’s senior vice president supply chain management.

    The fixed agreement with Lufttransport has a duration of around seven years, with options totalling six years. The total value of the contract, including options, is estimated at around seven billion Norwegian kroner.

    The agreement with Milestone has an estimated total value of just over two billion Norwegian kroner for a contract duration of up to 20 years.

    Union involvement

    The trade unions in Equinor, including the safety delegate service, have been involved in the process and take a positive view of the helicopter type that has been selected. They made the following joint statement:

    “These helicopters have the quality and characteristics that we want on the NCS. These new helicopter types have been developed with focus on safety, improved comfort, less noise and less vibration.”

    Facts

    • Equinor has an extensive aviation program and transports offshore employees to installations on the NCS. Round-trip journeys to/from the NCS amount to 160,000 flights per year, or more than 24,000 annual flying hours.
    • Over the next few years, Equinor will receive ten new Bell525 helicopters, and five Leonardo AW189s.
    • The first two helicopters will be delivered from Leonardo in the first quarter of 2025. Then, in 2026, Leonardo will deliver three and Bell will deliver four helicopters. The remaining six helicopters from Bell will be delivered during the period from 2027-2030.
    • AW189 and Bell525 are both super medium-type helicopters, with 16 passenger seats available. The helicopters will be equipped for the conditions they will face and the stringent requirements in force on the NCS.
    • Leonardo AW189 is manufactured by the Italian conglomerate Leonardo, which also manufactures the AW139. Equinor will use the AW139 for search and rescue starting from 2026, also with Lufttransport as operator. Both are well-known helicopter types in the global offshore industry.
    • Since 2016, Equinor has used Sikorsky S-92 helicopters for personnel transport and search and rescue services on the NCS (since moving away from the EC225).

    Who is allowed to conduct helicopter assignments on the NCS?

    • Companies that operate SAR and/or passenger flights on the NCS must be approved by the Norwegian Civil Aviation Authority.
    • In order to fly for Equinor, the company must be qualified via a rigorous process including a review of the entire company – including operational, technical, organisational and resource factors.
    • A qualification takes place over several stages and an extensive period. A start-up verification must be performed before the contract is initiated.
    • For assignments on the NCS, Equinor qualifies new helicopter types that are already in use in the offshore sector. Other factors such as environmental considerations and experience from various types of use come in addition.

    MIL OSI – Submitted News –

    January 31, 2025
  • MIL-OSI Africa: African Mining Week (AMW) to Showcase Africa’s Rising Investment Potential in the Mining Sector

    Source: Africa Press Organisation – English (2) – Report:

    CAPE TOWN, South Africa, January 31, 2025/APO Group/ —

    International investments in Africa’s mining sector are surging as global demand for both traditional and emerging minerals continues to grow. For example, Australian mining firms saw their asset value in Africa reach $60 billion in 2024, while Canadian firms’ assets climbed to $37 billion. China also launched an ambitious $50 billion, three-year investment strategy targeting increased stakes in Africa’s most lucrative opportunities including in the mining sector.

    The upcoming African Mining Week Summit, scheduled for October 1 – 3 in Cape Town, will highlight profitable opportunities within Africa’s mining industry and reinforce the continent’s attractiveness as an investment destination for global mining financiers.

    Untapped Mineral Deposits

    Africa’s vast, untapped mineral resources present potential for new investments. The continent holds 30% of the world’s critical minerals (https://apo-opa.co/3ClkUGd) essential for the energy transition, including the largest global reserves of cobalt (in the Democratic Republic of Congo) and over 80% of the world’s platinum group metals in South Africa. The continent accounts for more than 44% of global diamond production, while its share of the gold market continues to grow, with markets such as Ghana, Mali and Zimbabwe ramping up production.

    Supportive Policies and Investor-Friendly Terms

    African governments are enhancing the investment climate within the mining industry by enacting new policies and modernizing fiscal terms to streamline processes and reduce delays in project rollouts. Zambia, for instance, introduced a New Mining Tax Regime in 2023, improving transparency and reducing tax evasion, as the country targets a copper production target of three million tons by 2032. Mali has also experienced increased investment flows following its 2023 Mining Code, with global players such as HummingGold, B2Gold and Ganfeng committing to new lithium and gold projects. Malawi has also taken steps to attract investments by launching its Mining Regulatory Authority in October 2024, supported by the Mines and Minerals Act of 2023.

    Improved Mining and Export Infrastructure

    African nations are enhancing cooperation with global partners to improve mining production and mineral transportation infrastructure. For example, investment firm Africa Finance Corporation has announced that the Zambia-Lobito Railway project will commence (https://apo-opa.co/3Q0RcJL) construction in early 2026, to facilitate the efficient and cost-effective transportation of critical minerals from East and Southern Africa to global markets. Upgrades to the Tanzania-Zambia Railway (https://apo-opa.co/3PXFeAE) and South Africa’s modernization of ports through freight operator, Transnet, are further enhancing the region’s mining investment prospects.

    Rich Mining History

    Africa’s established history as a global mining hub has fostered the development of key infrastructure and a skilled workforce that international mining firms rely on to meet global mineral demand. Mining remains a cornerstone of many African economies, attracting both traditional and emerging players keen to expand their operations and leverage the continent’s resources. With its rich deposits and ongoing improvements in policy and infrastructure, Africa maintains its position as a key investment destination for the global mining industry.

    African Mining Week will serve as a premier platform for exploring the full spectrum of mining opportunities across Africa. The event is held alongside the African Energy Week: Invest in African Energy 2025 conference (https://apo-opa.co/4htJMdI) from October 1 -3. in Cape Town. Sponsors, exhibitors and delegates can learn more by contacting sales@energycapitalpower.com

    MIL OSI Africa –

    January 31, 2025
  • MIL-OSI: Quadient Reports Strong Year-End Locker Usage Growth in Multifamily and Higher Education Campuses in North America

    Source: GlobeNewswire (MIL-OSI)

    Quadient (Euronext Paris: QDT), a global automation platform powering secure and sustainable business connections, announces strong year-end momentum in the adoption and usage of its Parcel Pending by Quadient locker network across multifamily and higher education campuses in North America.

    In the last three months of 2024, Quadient saw a 16% year-over-year increase in total package volume across higher education and multifamily clients, outpacing the installed base growth, with universities showing particularly strong momentum at 23% year-over-year growth. Beyond parcel delivery, universities are increasingly leveraging Quadient smart lockers for academic materials, equipment, mail, and food pantry orders—providing students and staff with a secure delivery management solution.

    “Our sustained usage growth in the North American parcel locker network reflects the increasing need for reliable, automated solutions to manage growing parcel volumes efficiently,” said Austin Maddox, executive vice president, Lockers Automation North America at Quadient. “Universities and residential communities are looking for ways to enhance convenience, security, and operations while meeting the evolving expectations of students and residents. We are committed to supporting them with innovative, scalable locker solutions that simplify logistics, reduce workload, and provide seamless, 24/7 access to essential deliveries.”

    Quadient provides smart locker solutions for multifamily residential properties, universities, distributors, retailers, carriers and commercial clients. As a leader in global open locker networks, Quadient’s vertical-, location-, and carrier-agnostic technology enables seamless delivery and pickup experiences. With over 25,000 locker units deployed worldwide and continued investments in innovation and service excellence, Quadient is well-positioned to significantly exceed €100 million in Lockers revenue by 2025, improve profitability, and move closer to its 2030 goal of a 40,000-unit installed base.

    About Quadient®
    Quadient is a global automation platform powering secure and sustainable business connections through digital and physical channels. Quadient supports businesses of all sizes in their digital transformation and growth journey, unlocking operational efficiency and creating meaningful customer experiences. Listed in compartment B of Euronext Paris (QDT) and part of the CAC® Mid & Small and EnterNext® Tech 40 indices, Quadient shares are eligible for PEA-PME investing. For more information about Quadient, visit www.quadient.com.

    Contacts

    Sandy Armstrong, Sterling Kilgore Joe Scolaro, Quadient         
    Director of Media & Communications Global Press Relations Manager
    +1-630-699-8979 +1 203-301-3673
    sarmstrong@sterlingkilgore.com j.scolaro@quadient.com
       

    Attachment

    • PR Quadient NORAM Locker usage growth_EN

    The MIL Network –

    January 31, 2025
  • MIL-OSI: Webcast details for Capital Markets Day presentation on 12 February 2025

    Source: GlobeNewswire (MIL-OSI)

    Orrön Energy AB (“Orrön Energy”) will publish its financial report for the fourth quarter and full year 2024 on Wednesday 12 February 2025 at 07:30 CET, followed by a Capital Markets Day presentation at 14:00 CET.

    Listen to Daniel Fitzgerald, CEO and Espen Hennie, CFO commenting on the report and presenting the latest developments in Orrön Energy and its future growth strategy, together with members of Orrön Energy’s management team, at a webcast held on 12 February 2025 at 14:00 CET. The presentation will be followed by a question-and-answer session.

    Follow the presentation live on the below webcast link:
    https://orron-energy.events.inderes.com/cmd-2025

    For further information, please contact:

    Robert Eriksson
    Corporate Affairs and Investor Relations
    Tel: +46 701 11 26 15
    robert.eriksson@orron.com

    Jenny Sandström
    Communications Lead
    Tel: +41 79 431 63 68
    jenny.sandstrom@orron.com

    Orrön Energy is an independent, publicly listed (Nasdaq Stockholm: “ORRON”) renewable energy company within the Lundin Group of Companies. Orrön Energy’s core portfolio consists of high quality, cash flow generating assets in the Nordics, coupled with greenfield growth opportunities in the Nordics, the UK, Germany and France. With significant financial capacity to fund further growth and acquisitions, and backed by a major shareholder, management and Board with a proven track record of investing into, leading and growing highly successful businesses, Orrön Energy is in a unique position to create shareholder value through the energy transition.

    Forward-looking statements
    Statements in this press release relating to any future status or circumstances, including statements regarding future performance, growth and other trend projections, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipate”, “believe”, “expect”, “intend”, “plan”, “seek”, “will”, “would” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that could occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to several factors, many of which are outside the company’s control. Any forward-looking statements in this press release speak only as of the date on which the statements are made and the company has no obligation (and undertakes no obligation) to update or revise any of them, whether as a result of new information, future events or otherwise.

    Attachment

    • Orrön Energy – Webcast details Q4 and CMD – 31012025en

    The MIL Network –

    January 31, 2025
  • MIL-OSI: BW Energy: Fourth Quarter Results 2024

    Source: GlobeNewswire (MIL-OSI)

    BW ENERGY FOURTH QUARTER RESULTS 2024

    HIGHLIGHTS

    •          Record Q4 EBITDA of USD 141.6 million, net profit of USD 56.8 million
    •          Full-year revenue of USD 0.8 billion (+57%), EBITDA of USD 457.4 million (+90%) and net profit of USD 165.9 million (+105%)
    •          Operational cash-flow of USD 117.7 million in the quarter
    •          Q4 gross production of 4.0 mmbbls with 3.1 mmbbls net to BW Energy
    •          Highest quarterly production since inception from the Dussafu licence
    •          ESP replacement program completed as planned with 8 producing Hibiscus / Ruche wells from early 2025
    •          Current gross production at Dussafu above 40,000 bbls/day
    •          Maintained a strong balance sheet with cash position of USD 221.8 million

    BW Energy, operator of the Dussafu Marin licence in Gabon and the Golfinho cluster offshore Brazil, reported a record quarterly EBITDA of USD 141.6 million for the fourth quarter of 2024. This was up from USD 130 million in the previous quarter on increased oil sales following all-time-high production in Gabon. The net production was 33,600 bbls/day, including the Tortue, Hibiscus, and Hibiscus South fields in the Dussafu licence (73.5% working interest or “WI”) and the Golfinho field (100% WI).

    Full-year 2024 net production was approximately 10.1 million barrels of oil, up 69% from 2023. EBITDA was USD 457.4 million (USD 241.0 million). The full-year figures are preliminary and unaudited. BW Energy will publish audited 2024 figures on 26 February 2025.

    “BW Energy delivers strong production growth, increased reserves and record financial performance in the fourth quarter and full year 2024 supported by new ESPs, successful appraisal wells and the completion of the Hibiscus / Ruche development,” said Carl K. Arnet, the CEO of BW Energy. “We have a pivotal 2025 ahead, executing on our strategy for growth and long-term value creation. Appraisal of the Bourdon structure in Gabon is ongoing, and we plan to sanction the Maromba development in Brazil in coming weeks. Then, in the second half we will drill the first Kudu appraisal in Namibia, a high impact well which may help unlock secure access to energy in a part of Southern Africa with unstable supply.”

    DUSSAFU
    BW Energy completed three liftings in the fourth quarter at an average realised price of USD 72.5/bbl. Net production was approximately 2.5 mmbbls of oil and the net sold volume, the basis for revenue recognition, was approximately 2.7 mmbbls including 97,500 bbls of DMO deliveries and 311,429 bbls of state profit oil with an under-lift position of 248,700 bbls at period-end.

    Net production from the Dussafu licence averaged ~27,300 bbls/day, an increase of 36% from the previous quarter. Operating cost (excluding royalties) decreased to USD 18.5/bbl from USD 20.5/bbl in the third quarter due to operational efficiencies and increased production. Further cost savings are expected as BW Energy is preparing to take over the operations of the BW Adolo FPSO during the first half of 2025.

    All ESP change outs were completed as planned and on 2 January 2025, Phase 1 of the Hibiscus / Ruche development was completed with eight producing wells, two more than planned at project sanction. 

    GOLFINHO
    Net production from the Golfinho field averaged ~6,400 bbls/day equivalent to a total production of 585,000 bbls in the quarter, up 17% from the previous quarter. A planned shutdown of a Petrobras gas plant restricted gaslift capacity for approximately 40 days, with only ESP wells producing. One lifting was carried out of ~500,000 bbls at a realised price of USD 73.5/bbl. Remaining inventory was approximately 440,500 bbls at the end of the period. Operating cost (excluding royalties) averaged USD 56.4/bbl barrel, down from 63.3/bbl in the third quarter, primarily due to higher production.

    OTHER ITEMS
    At 31 December 2024, BW Energy had a cash balance of USD 221.8 million, compared to USD 209.8 million at end-September. The increase reflects cash flow from operations, debt repayment and investments. The Company had a total drawn debt balance of USD 563 million including the MaBoMo lease, the Dussafu RBL, the Golfinho prepayment facility and bond debt.

    Production guidance for 2025 is between 11 and 12 mmbbls net to BW Energy. Full-year operating cost is expected to be USD 18 to 22/bbl (the basis for calculating unit operating cost has been revised from 2025 onwards to exclude royalties, tariffs, workovers, domestic market obligation purchases, production sharing costs, and incorporates the impact of IFRS 16 adjustments, primarily impacting Gabon operations). Net capital expenditures are expected at USD 260 to 285 million, including the appraisal well in Namibia. The capex guidance is excluding the Maromba development and the Golfinho Boosting project, both awaiting FID. 

    DEVELOPMENT PLANS
    In Gabon, the Bourdon appraisal prospect, targeting potential gross recoverable reserves of ~30 million barrels in Gamba and Dentale formations, was spud earlier this month and results are expected during the first quarter. At end-October, BW Energy (37.5% WI and operator) signed production sharing contracts (PSCs) for the Niosi Marin and Guduma Marin exploration blocks, which are adjacent to the Dussafu licence and significantly expands the resource base for infrastructure-led exploration. Planning for a 3D seismic campaign is ongoing. 

    Work on optimising Golfinho production continued to focus on stabilising FPSO performance and selected future well workovers. BW Energy is preparing to commence the Golfinho Boosting project to replace current gaslift with ESPs in two wells to increase production and production regularity from mid-2026.

    The Maromba development, targeting low-risk barrels in an oil-rich area with multiple producing assets, is progressing towards planned final investment decision (FID) next month based on the sustainable re-use of an FPSO and a jack-up with drilling capacity and dry trees. This enables a cost-efficient development with an investment budget of USD 1.2 billion and short pay-back time. Project financing is close to completion 

    In Namibia, BW Energy has sanctioned the drilling of an appraisal well targeting the Kharas Prospect northwest in the Kudu licence with planned start-up drilling operations in the third quarter. Long-lead items have been secured and the Company is reviewing offers for rig capacity. There is a close dialogue with other operators in the Orange Basin on exploring common use available resources. Development planning and concept selection for the Kudu gas-to-power project also continued with relevant stakeholders.

    REPORTS AND PRESENTATION
    Please find the fourth-quarter earnings presentation attached. The reports are also available at:

    www.bwenergy.no/investors/reports-and-presentations

     BW Energy will today hold a conference call followed by a Q&A hosted by CEO Carl K. Arnet, CFO Brice Morlot and COO Lin G. Espey at 15:00 CET.

    You can follow the presentation via webcast with supporting slides, available on:

    VIEWER REGISTRATION • Q4 2024

    Call-in information:

    Participants dial in numbers:

    DK: +45 7876 8490
    SE: +46 8 1241 0952
    NO: +47 2195 6342
    UK: +44 203 769 6819
    US: +1 646-787-0157
    Singapore: 65-3-1591097
    France: 33-1-81221259

    PIN code: 980877

    Please note, that if you follow the webcast via the above URL, you will experience a 30 second delay compared to the main conference call. The web page works best in an updated browser – Chrome is recommended.

    BW Energy will publish the audited 2024 annual report, the reserves report and the report on payments to governments on 26 February 2025.

    For further information, please contact:
    Brice Morlot, CFO BW Energy, +33.7.81.11.41.16
    ir@bwenergy.no

    About BW Energy:
    BW Energy is a growth E&P company with a differentiated strategy targeting proven offshore oil and gas reservoirs through low risk phased developments. The Company has access to existing production facilities to reduce time to first oil and cashflow with lower investments than traditional offshore developments. The Company’s assets are 73.5% of the producing Dussafu Marine licence offshore Gabon, 100% interest in the Golfinho and Camarupim fields, a 76.5% interest in the BM-ES-23 block, a 95% interest in the Maromba field in Brazil, a 95% interest in the Kudu field in Namibia, all operated by BW Energy. In addition, BW Energy holds approximately 6.6% of the common shares in Reconnaissance Energy Africa Ltd. and a 20% non-operating interest in the onshore Petroleum Exploration License 73 (“PEL 73”) in Namibia. Total net 2P+2C reserves and resources were 580 million barrels of oil equivalent at the start of 2024.

    This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

    Attachments

    • BWE Q4 2024
    • BWE earnings tables Q4 2024

    The MIL Network –

    January 31, 2025
  • MIL-OSI USA: Senate Confirms Former North Dakota Governor Doug Burgum as Secretary of the Interior

    US Senate News:

    Source: United States Senator Kevin Cramer (R-ND)
    WASHINGTON, D.C. – The United States Senate confirmed former North Dakota Governor Doug Burgum as Secretary of the Interior today by a vote of 79 to 18. 
    U.S. Senator Kevin Cramer (R-ND) issued the following statement after voting in favor of Burgum’s nomination:
    “Doug Burgum is tailor-made for the Secretary of the Interior,” said Cramer. “North Dakota embodies Teddy Roosevelt’s multiple use doctrine for public lands, balancing energy development, ranching, conservation, and recreation on some of the most beautiful, productive landscapes in the nation. Doug’s leadership in North Dakota and coordination with our tribes are models for our nation. He has a lot of work to do righting the ship, but his consensus-driven leadership style is up to the task.”

    During Burgum’s confirmation hearing earlier this month, Cramer helped introduce Burgum to the Senate Energy and Natural Resources Committee. Cramer noted, “He is not just an oil man from an oil and gas producing state. He is first and foremost a conservationist.” 
    Prior to the confirmation hearing, Cramer spoke on the Senate floor, describing Burgum as embodying “the Theodore Roosevelt spirit North Dakota loves. He understands the delicate balance between energy development, working lands, and stewardship better than anyone, and is committed to it. His Teddy Roosevelt ethos will surely be a model for his service as Secretary of the Interior.”
    Burgum’s nomination passed out of committee with a bipartisan vote of 18 to 2. Cramer highlighted Burgum’s deep relationships with tribal leaders in North Dakota, and read an excerpt from a letter of support from Standing Rock Sioux Tribe Chairwoman Janet Alkire. In the letter, she praised Burgum saying, “He understands the importance of honoring traditional values and culture, promoting family first, remembering who we are and where we came from, the struggles we endure, and community wellness.”

    MIL OSI USA News –

    January 31, 2025
  • MIL-OSI USA: Hoeven: Doug Burgum Receives Broad Bipartisan Support in U.S. Senate, Confirmed as Interior Secretary

    US Senate News:

    Source: United States Senator for North Dakota John Hoeven
    01.30.25
    Senator Worked to Shepherd Burgum’s Nomination through Senate, Made Case to Colleagues to Ensure Bipartisan Vote for Confirmation
    WASHINGTON – Senator John Hoeven today issued the following statement after the U.S. Senate voted to confirm Doug Burgum as Secretary of the Interior with a bipartisan vote of 79 to 18. As a member of the Senate Energy and Natural Resources Committee, Hoeven has been working to shepherd Burgum’s nomination through the Senate and swiftly secure his confirmation. The senator repeatedly made the case to his colleagues, stressing Burgum’s experience with issues surrounding public lands and his broad support from Native American tribes.
              “With the right kind of policies and a focus on innovation, our nation can be energy dominant, supporting a more secure nation, a stronger economy and more affordable living for the American people,” said Hoeven. “Doug Burgum clearly understands the potential of our abundant, taxpayer-owned energy resources and will treat them as the strategic asset they are, including our oil, gas and coal reserves. Coupled with his strong relationship with Native American tribes and his support for maintaining access to public lands for multiple use, he is the right person for the job. That’s the case I worked to make to my colleagues, and I appreciate their support in promptly confirming Doug as our nation’s 55th Secretary of the Interior. I look forward to continuing our work together as he enters this new role.”
    Hoeven will now work with Burgum in his role as Interior Secretary and head of the National Energy Dominance Council to rescind the harmful Green New Deal policies imposed by the Biden-Harris administration. Hoeven’s priorities include:
    Pushing back on overreaching and restrictive federal rules, like those imposed by President Biden through the Bureau of Land Management (BLM), which would fall under Burgum’s authority as Interior Secretary. These include:
    The Public Lands Rule, which would overhaul the management of more than 245 million acres of taxpayer-owned lands and establish “conservation leases” to lock away federal lands.
    The Resource Management Plan (RMP) for North Dakota, which closes off leasing to vast areas of potential federal oil and gas acreage and a majority of federal coal acreage in the state.

    Advancing his BLM Mineral Spacing Act, which would remove duplicative BLM permitting regulations and better respect the rights of private mineral holders.

    MIL OSI USA News –

    January 31, 2025
  • MIL-OSI Australia: Accelerating community electrification across Australia

    Source: Australian Renewable Energy Agency

    Overview

    • Category

      News

    • Date

      31 January 2025

    • Classification

      Demand response

    In 2024, the Minister for Climate Change and Energy requested ARENA to consider expanding funding to support more community electrification demonstration projects across Australia.

    The Australian Renewable Energy Agency (ARENA) continues to be committed to supporting innovative electrification projects that will help accelerate the transition to electrification and emissions reduction. Since 2018, ARENA has invested $144.5 million into 49 projects that achieve this purpose.

    Community electrification holds the promise of unlocking renewable energy demand across the residential sector, reducing bills and giving households a stake in the clean energy transition.

    ARENA’s announcement on 4 May 2024 of $6.2 million for SA Power Networks’ “Energy Masters Project” alongside the 15 October 2024 announcement of $5.4 million in support for the “Electrify 2515” Project in North Wollongong are early and leading examples of community electrification demonstration projects of this type.

    Under the Flexible Demand focus area, ARENA looks to support high merit, innovative projects that enable flexible demand for residents. Projects that overcome barriers and deliver the required infrastructure to orchestrate and integrate consumer energy resources to maximise the value of those resources.

    As part of any process associated with this focus area, ARENA is engaging with industry and other key stakeholders to understand the opportunities that are available, and which are consistent with our strategic priorities and funding model.

    We are also committed to ensuring that any projects that receive funding from ARENA deliver new insights and knowledge that can be shared across industry and meets our independent assessment and board approval process.

    ARENA applies a rigorous probity and merit-based approach, which gives government and all stakeholders confidence in the quality of projects we fund.

    ARENA has found over time that successful projects have strong project proponents who can manage technical, regulatory and delivery risk and can access finance to share the project’s costs.

    More information about the types of projects ARENA funds and how to apply for funding can be found on the ARENA website.

    Questions and funding enquiries related to community electrification can be directed to proposals@arena.gov.au.

    ARENA media contact:

    media@arena.gov.au

    Download this media release (PDF 128KB)

    MIL OSI News –

    January 31, 2025
  • MIL-OSI: Viper Energy Announces Pricing of Upsized Class A Common Stock Offering

    Source: GlobeNewswire (MIL-OSI)

    MIDLAND, Texas, Jan. 30, 2025 (GLOBE NEWSWIRE) — Viper Energy, Inc. (NASDAQ: VNOM) (“Viper”) announced today the pricing of an underwritten public offering of 24,640,000 shares of its Class A common stock at a price to the public of $44.50 per share (the “Primary Offering”). Viper’s offering of 24,640,000 shares of Class A common stock represents a 2,640,000 share upsize to the originally proposed 22,000,000 share offering. The underwriters have a 30-day option to purchase up to an additional 3,696,000 shares of Class A common stock from Viper at the public offering price (less the underwriting discount).

    Net proceeds to Viper from the sale of the 24,640,000 shares of its Class A common stock, after the underwriting discount and estimated offering expenses, will be approximately $1.1 billion (or $1.2 billion, if the underwriters exercise their option in full).

    Viper intends to use the net proceeds from the Primary Offering to fund the cash consideration for its previously announced pending acquisition of all of the equity interests of certain mineral and royalty-interest owning subsidiaries of Viper’s parent, Diamondback Energy, Inc. (the “Pending Drop Down”), if it closes. If the Pending Drop Down does not close, Viper will use the net proceeds from the Primary Offering for general corporate purposes.

    The Primary Offering is expected to close on February 3, 2025, subject to customary closing conditions.

    J.P. Morgan, Citigroup, Mizuho and Morgan Stanley are acting as joint book-running managers for the Primary Offering. Copies of the written base prospectus and prospectus supplement for the Primary Offering may be obtained on the website of the Securities and Exchange Commission, www.sec.gov or, when available, may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9146; Mizuho Securities USA LLC, Attn: Equity Capital Markets, 1271 Avenue of the Americas, New York, New York 10020, by telephone at 1-212-205-7600 or by email at US-ECM@mizuhogroup.com; or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

    The Class A common stock will be issued and sold pursuant to an effective automatic shelf registration statement on Form S-3ASR previously filed with the Securities and Exchange Commission (the “Registration Statement”).

    This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The Primary Offering may only be made by means of a prospectus supplement and related base prospectus.

    About Viper Energy, Inc.

    Viper is a publicly traded Delaware corporation that owns and acquires mineral and royalty interests in oil and natural gas properties primarily in the Permian Basin.

    Cautionary Note Regarding Forward-Looking Statements

    The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this press release, regarding the completion of the Primary Offering, Viper’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “goal,” “plan,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Be cautioned that these forward-looking statements are subject to all of the risk and uncertainties, most of which are difficult to predict and many of which are beyond Viper’s control, incident to the development, production, gathering and sale of oil and natural gas. These risks include, but are not limited to, commodity price volatility, inflation, lack of availability of drilling and production equipment and services, risks relating to the Pending Drop Down, including its consummation or the realization of the anticipated benefits and synergies therefrom. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth in Viper’s filings with the SEC, including the base prospectus and prospectus supplement relating to the Primary Offering, the Registration Statement, its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, under the caption “Risk Factors,” as may be updated from time to time in Viper’s periodic filings with the SEC. Any forward-looking statement in this press release speaks only as of the date of this release. Viper undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

    Investor Contacts:
    Adam Lawlis
    +1 432.221.7467
    alawlis@diamondbackenergy.com

    Austen Gilfillian
    +1 432.221.7420
    agilfillian@viperenergy.com

    Source: Viper Energy, Inc.

    The MIL Network –

    January 31, 2025
  • MIL-OSI Economics: ACP Statement on Confirmation of Doug Burgum as U.S. Secretary of the Interior

    Source: American Clean Power Association (ACP)

    Headline: ACP Statement on Confirmation of Doug Burgum as U.S. Secretary of the Interior

    WASHINGTON DC, January 30, 2025 – The American Clean Power Association (ACP) released the following statement from Jason Grumet, ACP CEO  following the U.S. Senate’s confirmation of Doug Burgum as Secretary of the Interior: 
    “Congratulations to Doug Burgum on being confirmed as Secretary of the Interior and tasked to lead the National Energy Council. We are eager to support the administration’s efforts to make American energy dominance a reality. This whole-of-government approach will be crucial to aligning agencies to advance an ‘all-of-the-above’ energy strategy which is essential to achieving these goals. We look forward to working with Secretary Burgum and the Interior Department to ensure a secure, reliable, and sustainable energy future for all Americans.”
    ### 

    MIL OSI Economics –

    January 31, 2025
  • MIL-OSI China: Chinese commercial reusable rocket firms target new heights in new year

    Source: China State Council Information Office

    Building on the remarkable progress achieved in recent years, China’s commercial reusable rocket developers are poised to reach new heights over the next 12 months.

    Guowang and Spacesail, two of China’s major low Earth orbit (LEO) satellite internet constellations, will have tens of thousands of satellites in orbit in the future, creating a robust market foundation for the country’s commercial launches.

    Vast market demand will serve as a powerful driving force, propelling continuous innovation and breakthroughs in reusable rocket technology, while accelerating the widespread application of new technologies, materials, processes and testing methods, said Meng Xianbo, chief strategy officer of Galactic Energy, a Beijing-based rocket developer.

    Galactic Energy is currently working on two types of reusable rockets. The PALLAS-1 is a two-stage reusable rocket fueled by liquid oxygen and kerosene. Weighing around 290 tonnes at launch, it can carry up to 8 tonnes to LEO. This rocket is set to make its debut flight in the first half of 2025, kicking off commercial operations with two planned missions this year.

    Based on the PALLAS-1 design, the PALLAS-2 rocket features a boosted LEO payload capacity of 30 tonnes and is expected to wrap up assembly and testing in the course of 2025.

    LandSpace’s Zhuque-3 rocket, meanwhile, completed a 10-kilometer vertical takeoff and landing recovery test in September 2024. This mission used a single-stage rocket with liquid oxygen and methane engines, marking the first time a Chinese rocket had completed vertical takeoff and landing recovery.

    The company revealed that the Zhuque-3 rocket is slated for its inaugural launch in 2025 — with three missions planned for the year.

    “These launches will deliver a combined payload capacity of around 60 tonnes, and we are targeting the successful recovery of the rocket’s first stage within these three missions,” said Zhang Changwu, CEO of LandSpace.

    The commercial reusable rocket SQX-2Y, developed by i-Space, completed a vertical take-off and landing flight test on Nov. 2, 2023. Subsequently, it conducted its second flight test mission on Dec. 10, 2023.

    The company said valuable data and experience gained from these two SQX-2Y flight tests will contribute to key technological innovations for its medium-to-large reusable liquid oxygen-methane launch vehicle, named SQX-3.

    According to the company, the SQX-3 launch vehicle is scheduled to perform its first orbital launch and recovery test mission in December 2025.

    Following the recovery of its first stage, it will undergo maintenance and inspection before being equipped with a new second stage. The rocket is then planned to conduct its first reuse flight test mission in June 2026, said Ji Haibo, deputy general manager of the company.

    The maritime recovery platform for the SQX-3 rocket’s maiden flight mission commenced construction in November 2024, Ji added.

    Another rocket startup, Deep Blue Aerospace, announced last year that it plans to carry out commercial suborbital flights in 2027, using the company’s reusable rocket Nebula-1.

    The oxygen/kerosene-fueled Nebula-1, the company’s first reusable launch vehicle, completed 10 of the 11 key verification tasks during its first high-altitude vertical recovery flight test on Sept. 22, 2024.

    The Nebula-1 rocket will conduct extensive high-altitude recovery tests in 2025 and 2026. These tests aim to verify the feasibility and stability of the technology, while also accumulating critical data for ultimate orbit entry and recovery, according to the company.

    Huo Liang, founder and chairman of this company, said advancements in rocket reusability will drive down space travel costs — making it accessible to the general public rather than remaining a niche luxury.

    “We look forward to sending more people to space, inspiring broader interest in cosmic exploration, and expanding humanity’s understanding of the universe,” Huo added. 

    MIL OSI China News –

    January 31, 2025
  • MIL-OSI United Kingdom: Government launches “national conversation” on land use

    Source: United Kingdom – Executive Government & Departments 2

    The Government has launched a consultation on a new approach to Land Use empowering decision makers with the toolkit to protect the most productive agricultural land and boost food security.

    • New sophisticated data on how land is used will underpin the Government’s Plan for Change, supporting economic growth through building 1.5 million homes and delivering critical infrastructure, securing clean power, protecting farmland and restoring the natural world.     

    • The consultation will seek views from farmers, landowners, businesses and nature groups across the length and breadth of the country.      

    The Government is today (Friday 31 January) launching a consultation on a new strategic approach to managing land use in England to give decision makers the data they need to protect our most productive agricultural land, boosting Britain’s food security in a time of global uncertainty and a changing climate.   

    This will support the Government’s missions under the Plan for Change, including delivering new housebuilding, energy infrastructure and new towns.    

    Using the most sophisticated land use data ever published, the Land Use Framework will provide the principles, advanced data and tools to support decision-making by local government, landowners, businesses, farmers, and nature groups to make the most of our land. This will help deliver the different objectives we have for England’s finite land, including growing food, building 1.5 million homes this parliament, and restoring nature.      

    As part of a national conversation, there will be workshops across the country, bringing farmers and landowners to the table, to put the insights of the people who manage our landscapes at the centre of our work to develop a final Land Use Framework.     
         
    Protecting UK food security and pursuing our mission for economic growth go hand-in-hand – with the highest quality agricultural land already protected for food production whilst kickstarting the economy by building new housing and rolling out renewable energy to make the UK a clean energy superpower.     

    Local planning will benefit from data outlined in the Land Use Framework, combined with the energy and housing spatial plans and a new food strategy. This will ensure we build 1.5 million new homes over five years, a generation of new towns, and the energy infrastructure needed to achieve Clean Power by 2030, while protecting food security and our natural world.    

    Speaking at the launch at the Royal Geographical Society, the Secretary of State for the Environment Steve Reed will set out how we will protect farmland and unlock growth.   

    He is expected to say:    

    Today is the start of a national conversation to transform how we use land in this country. It’s time for policy to leave the chambers of Westminster and reflect the actual lived experiences of farmers, landowners and planners on the ground.    

    Using the most sophisticated land use data ever published, we will transform how we use our land to deliver on our Plan for Change. That means enabling the protection of prime agricultural land, restore our natural world and drive economic growth.   

    This framework will not tell people what to do.    

    It is about working together to pool our knowledge and resources, to give local and national government, landowners, businesses, farmers and nature groups the data and tools they need to take informed actions that are best for them, best for the land, and best for the country.

    Speaking about farmland, he will go on to say:    

    This Government has a cast-iron commitment to maintain long-term food production.

    The primary purpose of farming will always be to produce food that feeds the nation.

    This framework will give decision makers the toolkit they need to protect our highest quality agricultural land.

    This vision for land is one in which we guarantee our long-term food security and future-proof our farm businesses, support new housebuilding and energy infrastructure, and reduce conflicts that hold up development by creating land with multiple benefits – supporting economic growth on the limited land we have available.       

    The Framework will help farm businesses to maximise the potential of multiple uses of land, supporting long-term food production capacity and unlocking opportunities for businesses to drive private finance into the sector. It will support the need to incentivise multi-functional land use that includes food production.     

    We will also consult on how data can be used in some planning decisions to improve the resilience of our food system to flooding risk. 

    Deputy Prime Minister and Housing Secretary, Angela Rayner said:

    Today marks an important step forward in our journey to build the 1.5 million new homes that we desperately need.   

    This new approach will make better use of our land and grasp the opportunities to deliver new homes and infrastructure in the areas most in need, achieving win-win results for both development and the environment.          

    Our Plan for Change is going even further to dismantle the barriers holding back growth, so we can raise living standards, get more families onto the property ladder, and deliver a better future for our children and grandchildren.

    Energy Secretary Ed Miliband said:   

    The biggest threat to nature and food security is the climate crisis, which threatens our best farmland, food production and the livelihoods of farmers.  

    As we deliver our mission for the UK to become a clean energy superpower as part of the Plan for Change, we will ensure a proper balance between food security, nature preservation and clean energy.  

    We can roll out renewables in a way that is both positive for our energy security and our environment.

    Sue Pritchard, Chief Executive, Food, Farming and Countryside Commission said:   

    With so many of the government’s missions reliant on good land use decisions, Steve Reed’s announcement today could not be more timely. Setting out clear principles, and working across government departments, we’re pleased to see that the land use consultation focuses on mechanisms for delivery. Our work in Devon and Peterborough and Cambridgeshire proves that farmers and land managers, communities, local authorities, green groups and businesses are keen to work together to help shape a Land Use framework.

    The next stages of development will involve extensive sector engagement in a collaborative process as we design a final Land Use Framework – informed by the views of landowners, businesses, farmers, and nature groups. This evidence will also feed into the wider reform that we are delivering in the sector through the Farming Roadmap and Food Strategy.       

    The consultation will run for 12 weeks with the final Land Use Framework published later in the year. This will deliver a key manifesto commitment as part of our Plan for Change.       

    Notes to editors:          

    • To read the consultation document in full, visit: https://www.gov.uk/government/consultations/land-use-in-england  *The link will be live at 11am on Friday 31 January.      

    Quotes pack:  

    Tim Hopkin, Chief Executive of the Land App:   

    The Land Use Framework offers a once-in-a-lifetime opportunity to enhance national resilience, drive sustainable economic growth, and position the UK as a global leader in land management. By uniting all stakeholders with a clear, consistent approach, it ensures taxpayer money is spent efficiently — optimising Defra resources, empowering land managers to deliver impactful outcomes, and securing long-term prosperity in the face of growing climate uncertainty. 

    Lydia Collas, head of natural environment at Green Alliance, said:  

    With weather extremes having a major impact on harvests, it’s an important step to clearly set out how we’ll secure our food supply, tackle climate change, and restore nature in a Land Use Framework. Reforms to farming policy are at a critical stage, and we need a framework to support evidence-based decisions about how the farming budget is spent. This should help direct farm payments to those that have the biggest part to play in restoring nature, while ensuring we continue to produce high-quality food and don’t export more of the environmental costs of what we eat.

    Forestry Commission Chair Sir William Worsley said:  

    There has never been a more crucial time to invest in domestic woodland creation.  

    The Land Use Framework will provide principles that promote this and outline the many benefits of woodland creation, including for climate change mitigation, nature recovery, timber production, water quality and quantity, as well as the multiple social benefits.  

    This will play a key role in meeting statutory tree cover and biodiversity targets as well as helping to address the urgent need for improved timber security.

    Tony Juniper, Chair of Natural England, said:   

    Too often the health of the natural environment, farming and ambitions for the built environment are presented as competing interests, with protecting Nature portrayed as a barrier to development and food security. The fact is though that we can and must do all these things, and by taking a more strategic view of how we use land, we can deliver against government’s stretching legal targets to halt and reverse nature decline, while also enabling the new homes and infrastructure the country needs, including renewable power and reservoirs, while at the same time protecting food security and building resilience to climate change impacts.   

    The Land Use Framework is a vital step forward, offering opportunities to move beyond tired old binary choices, between housing and greenspace or Nature and food, and onto the more integrated thinking that we must embrace in meeting multiple pressing challenges all at once. This is a key policy that will unlock prospects for the restoration of Nature at larger scale, while at the same time meeting the country’s needs for housing, energy, water and food.

    Alan Lovell, Chair of the Environment Agency, said:    

    The Land Use Framework is hugely welcome as an important tool for making smarter decisions about how we use our land. It starts a vital national conversation about the scale of change needed over time to meet and reconcile environmental goals for water, climate and nature with food production, housing and development.  

    For example, by utilising low-grade agricultural land for natural flood management, we can reduce flood risk, enhance biodiversity, and create more sustainable landscapes. This kind of approach will help us meet the challenges of a changing climate while delivering real benefits for communities and the environment.

    Richard Benwell, CEO of Wildlife and Countryside Link, said: 

    Land in England is precious. We know that the way we use our little island must change to meet the challenges of the nature and climate crisis. For too long, competing land uses have been left to solve the jigsaw puzzle of England, without a picture on the front of the box to guide them. Ministers have an opportunity to ensure that the right players have all the pieces they need to make more space for nature, alongside sustainable food production and green infrastructure.  

    The Land Use Framework can help ensure all new development is wilder by design, expanding space for our wildlife to recover, and building nature into the heart of development. The test will be whether the final framework can actually influence the thousands of daily decisions that matter for nature, from big strategic development plans and Local Plans, right down to individual choices from chicken sheds to targeted incentives for nature-friendly farming.

    Becky Pullinger, head of land use planning at The Wildlife Trusts, says: 

    There’s never been a proper plan for managing the competing demands on land and the way that land is given over for development, for biofuels or for food production is haphazard at best. 

    The only way we’ll tackle climate change, nature loss, health problems and housing shortages is by thinking ahead about what land is used for and how it is used – because we can’t afford to solve one crisis at the expense of another.

    Done well, a Land Use Framework could provide a significant reset opportunity to meet all these challenges and deliver wins for nature recovery, the economy, a nature-friendly food supply and green energy.

    Beccy Speight, RSPB chief executive, said:

    The joined-up approach being taken to create this framework is exactly what’s needed to determine how we make best use of the limited land available in England. Delivering a future that safeguards nature, tackles climate change, ensures food security and resilient farm businesses, and enables sustainable development is the only sensible path. It’s possible to do all of this.

    The last year has seen record levels of flooding impacting farmers and land managers across the country, largely due to extreme weather. To tackle this, we must ensure this framework is aligned with the necessary incentives to support the adoption of more nature-friendly and climate resilient practices. This is only the start of what must be a national conversation, but the ambition to reconcile competing pressures and allow strategic decision making on how land is used will benefit everyone.

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    Published 31 January 2025

    MIL OSI United Kingdom –

    January 31, 2025
  • MIL-OSI New Zealand: Greenpeace – Jones reveals Govt’s actual climate policy – expanding fossil fuel extraction

    Source: Greenpeace

    The Government’s true climate policy, which is to increase fossil fuel extraction, was revealed today in the release of the finalised mining policy, says Greenpeace.
    “Just a few hours after the Government released an updated Paris Climate Target, their actual climate policy was revealed by Shane Jones in the policy to increase fossil fuel extraction,” says Greenpeace Aotearoa executive director Russel Norman.
    “The Luxon Government wants to fast track coal mining and restart oil and gas exploration, which is a complete contradiction to the objectives of the Paris Agreement to reduce greenhouse emissions.”
    The Government’s announcement went one step further with a threat to introduce regulations that will force banks to finance fossil fuel expansion.
    “Shane Jones, acting as an agent of foreign mining companies, is attempting to force fossil fuel extraction on New Zealanders, most of whom want a responsible climate policy,” says Norman.
    “Overseas-based fossil fuel companies will walk away with profits while New Zealanders will be left to pay the clean-up costs.
    The offshore oil company Tamarind Oil left New Zealanders with a $400m clean-up bill when they went bankrupt.
    “The Government’s true climate policy must be judged by their actions not their words – and their actions are more fossil fuel extraction.”

    MIL OSI New Zealand News –

    January 31, 2025
  • MIL-OSI: Adachi Electric Industries Co., Ltd. Engages Deal Box for Strategic Investment Packaging and Capital Markets Advisory

    Source: GlobeNewswire (MIL-OSI)

    Tokyo, Japan, Jan. 30, 2025 (GLOBE NEWSWIRE) — In a significant leap forward for clean energy innovation, Deal Box, the venture capital platform tailored to modern investors, is delighted to support Adachi Electric Industries Co., Ltd. as they scale the global reach of their groundbreaking Oq Solar Cell. This collaboration marks a pivotal moment in renewable energy, combining Adachi Electric Industries’ leading-edge solar technology with Deal Box’s expertise in investment packaging, capital markets advisory, and comprehensive business guidance.

    Transforming the Solar Energy Landscape

    Historically, solar power has been touted for its sustainability yet criticized for limitations in efficiency and durability. Adachi Electric Industries Co., Ltd. is changing that narrative with its Oq Solar Cell—a multi-junction chemical compound panel boasting 32.49% energy efficiency, extended 50-year lifespan and the ability to capture a wide light spectrum (350nm – 2000 nm). Designed to operate in extreme temperatures from -45°C to 85°C, the Oq Solar Cell ensures robust performance across diverse applications, including drones, satellites, electric vehicles, and urban infrastructure.

    Legitimacy through Strategic Collaboration

    Central to the Oq Solar Cell’s global rollout is Adachi Electric Industries’ partnership with Deal Box, which will provide a comprehensive suite of advisory services. Deal Box’s proven track record in merging blockchain-enabled capital markets solutions with institutional-grade due diligence uniquely positions Adachi Electric Industries Co., Ltd. to navigate the complexities of international market expansion.

    Features of the Oq Solar Cell

    1. Superior Efficiency: Achieves 32.49% energy efficiency, surpassing standard silicon-based panels.
    2. Extended Lifespan: Offers a 50-year operational life, significantly reducing replacement costs.
    3. Wide Light Spectrum: Captures wavelengths from 350nm–2000nm, maximizing power generation.
    4. Temperature Resilience: Maintains peak performance from -45°C to 85°C, ensuring reliability in extreme conditions.
    5. Versatile Applications: Powers everything from drones and satellites to EVs, IoT devices, and city infrastructure.

    Deal Box’s Strategic Role

    Deal Box is instrumental in aligning Adachi Electric Industries Co., Ltd.’s vision with investors seeking cutting-edge renewable solutions. Through its modular investment platform, Deal Box empowers accredited investors to participate in the clean energy revolution with confidence.

    • Investment Packaging: Creating compelling, compliant offerings that resonate with global investors.
    • Capital Markets Advisory: Guiding Adachi Electric Industries Co., Ltd. through fundraising and expansion within both traditional and emerging markets.
    • Holistic Support: Providing strategic business guidance to streamline operations, market entry, and technology adoption.

    Implications for Investors

    By marrying disruptive solar technology with Deal Box’s robust investment infrastructure, this partnership sets a new benchmark for clean energy investments:

    • Accessibility: Investors can back a proven solar technology that addresses modern efficiency and reliability challenges.
    • Efficiency: A streamlined, digitized investment process allows for faster transactions and clearer ownership records.
    • Transparency: Regular updates and thorough due diligence ensure clarity throughout the investment lifecycle.

    Executive Insights

    “By merging industry-leading efficiency with unprecedented durability, the Oq Solar Cell is poised to reshape global energy markets,” said Ken Kaneko, CEO of Adachi Electric Industries Co., Ltd. “Collaborating with Deal Box amplifies our ability to reach a worldwide audience and provide them with reliable, long-term solutions in renewable power.”

    Thomas Carter, CEO of Deal Box, commented, “Our role is to empower innovative technologies with the right financial and advisory framework. Adachi Electric Industries Co., Ltd. aligns perfectly with our mission to make transformative, sustainable investments readily accessible to accredited investors everywhere.”

    About Deal Box

    Deal Box is venture capital that fits your life. By merging institutional-grade diligence with flexible investment options, Deal Box empowers accredited investors to craft portfolios that align with their financial ambitions. For more information, visit dealbox.vc

    About Adachi Electric Industries Co., Ltd.

    Adachi Electric Industries Co., Ltd. is a pioneer in multi-junction chemical compound solar technology. Their flagship product, the Oq Solar Cell, is engineered to deliver unmatched efficiency, durability, and adaptability across a variety of applications—from consumer electronics to aerospace. Guided by a mission to foster a sustainable future, Adachi Electric Industries continues to push the boundaries of renewable energy innovation.

    Contact Information

    Thomas Carter
     
    CEO, Deal Box, Inc.
      Email: thomas@dealbox.io

    Christopher Craney
     
    Marketing, Adachi Electric Industries Co., Ltd.
      Email: craney@adachi-electric-industries.com

    The MIL Network –

    January 31, 2025
  • MIL-OSI USA: Kennedy announces new Appropriations subcommittee assignments for 119th Congress

    US Senate News:

    Source: United States Senator John Kennedy (Louisiana)
    WASHINGTON – Sen. John Kennedy (R-La.), a member of the Senate Appropriations Committee, today announced his roles on the funding panel’s subcommittees in the 119th Congress. 
    “It’s an honor and a privilege to represent Louisianians on the Senate Appropriations Committee. I will continue to advocate for the needs of our state through my work on subcommittees that cover disasters, energy, defense, flood mitigation projects, health care, education, transportation, commerce and science and other key issues,” said Kennedy.
    Kennedy’s Appropriations Committee roles now include: 
    Chair of the Subcommittee on Energy and Water Development,
    Member of the Subcommittee on Defense,
    Member of the Subcommittee on Homeland Security,
    Member of the Subcommittee on Labor, Health and Human Services, and Education and Related Agencies,
    Member of the Subcommittee on Transportation, Housing and Urban Development and Related Agencies
    and Member of the Subcommittee on Commerce, Justice, Science and Related Agencies. 
    Read more information on these subcommittees here. 

    MIL OSI USA News –

    January 31, 2025
  • MIL-OSI Security: Update 272 – IAEA Director General Statement on Situation in Ukraine

    Source: International Atomic Energy Agency – IAEA

    Director General Rafael Mariano Grossi will travel to Ukraine next week for high-level meetings in Kyiv, in which the ongoing efforts of the International Atomic Energy Agency (IAEA) to help prevent a nuclear accident during the military conflict will be discussed.

    It will be the 11th mission to Ukraine led personally by the Director General since the conflict began almost three years ago, demonstrating the IAEA’s unwavering commitment to assist Ukraine in ensuring nuclear safety and security.

    “As long as this horrific war continues, the IAEA will remain present and stay active, focused on doing everything we can to support nuclear safety and security in extremely challenging circumstances. As the overall situation is still precarious and fragile, our work there remains essential,” Director General Grossi said ahead of the visit to the Ukrainian capital on 4 February.

    Over the past week, the IAEA teams present at Ukraine’s nuclear power plants (NPPs) have continued to report on the persistent risks the facilities are facing, with numerous indications of military activity near the sites.

    At the Zaporizhzhya NPP (ZNPP), the IAEA team heard explosions daily coming from outside the plant, including multiple explosions at a near distance this morning. There was no damage reported to the plant itself.

    Highlighting persistent challenges related to the availability of off-site power, the ZNPP’s sole remaining 750 kilovolt (kV) power line was disconnected on Wednesday due to the activation of a protection system, once again leaving the site dependent on its only remaining 330 kV back-up power line for the electricity it needs for reactor cooling and other essential nuclear safety functions.

    The IAEA team has continued to conduct walkdowns across the ZNPP, including at the 750 kV open switchyard for the first time since late last year. The team members confirmed that maintenance on the voltage stabilizers had been completed and discussed future maintenance work with the ZNPP.

    Last Friday, the team observed condensation – water drops on the floor and walls – within the containment building of reactor unit 5. The ZNPP confirmed it was aware of this issue, and the IAEA  team will look further into this in the coming days. The team assessed that the safety system rooms were in good order.

    The IAEA teams at the other NPPs in Ukraine and the Chornobyl site have continued to report air raid alarms every day. At Khmelnytskyy, South Ukraine and Chornobyl, the teams were informed that drones had been detected at various distances from the sites. At the Khmelnytskyy NPP, the team had to shelter at the site on Tuesday morning.

    At the South Ukraine NPP, the team was informed that one of the plant’s two 750 kV lines was disconnected on Wednesday morning due to unspecified military activities. As a result, one of its three reactors temporarily decreased power output before later the same day returning to nominal power.

    The IAEA teams at Khmelnytskyy, Rivne, South Ukraine and Chornobyl all rotated over the past week. The team at the ZNPP will rotate next week.

    MIL Security OSI –

    January 31, 2025
  • MIL-OSI: Baker Hughes Announces Fourth-Quarter and Full-Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    Fourth-quarter highlights

    • Orders of $7.5 billion, including $3.8 billion of IET orders.
    • RPO of $33.1 billion, including IET RPO of $30.1 billion.
    • Revenue of $7.4 billion, up 8% year-over-year.
    • GAAP diluted EPS of $1.18 and adjusted diluted EPS* of $0.70.
    • Adjusted EBITDA* of $1,310 million, up 20% year-over-year.
    • Cash flows from operating activities of $1,189 million and free cash flow* of $894 million.

    Full-year highlights

    • Orders of $28.2 billion, including $13.0 billion of IET orders.
    • Revenue of $27.8 billion, up 9% year-over-year.
    • Attributable net income of $2,979 million.
    • GAAP diluted EPS of $2.98 and adjusted diluted EPS* of $2.35.
    • Adjusted EBITDA* of $4,591 million, up 22% year-over-year.
    • Cash flows from operating activities of $3,332 million and free cash flow* of $2,257 million.
    • Returns to shareholders of $1,320 million, including $484 million of share repurchases.

    HOUSTON and LONDON, Jan. 30, 2025 (GLOBE NEWSWIRE) — Baker Hughes Company (Nasdaq: BKR) (“Baker Hughes” or the “Company”) announced results today for the fourth-quarter and full-year 2024.

    “2024 proved to be a momentous year for Baker Hughes. We closed out the year with exceptional fourth-quarter results, setting new quarterly and annual records for revenue, free cash flow and our adjusted measures of EPS, EBITDA, and EBITDA margin. Our strategy to drive profitable growth and continuous margin improvement is working. Looking forward, we will continue our journey to transform the Company, and we expect 2025 to demonstrate another strong year of EBITDA growth, led by our IET segment,” said Lorenzo Simonelli, Baker Hughes Chairman and Chief Executive Officer.

    “IET booked $3.8 billion of orders in the fourth quarter, supported by strong LNG orders and another gas infrastructure award. Including this strong end to the year, 2024 orders totaled $13 billion, the second highest order year ever. This order performance highlights the end-market diversity and versatility of our portfolio.”

    “Overall, our margin increase across both segments continues to demonstrate strong progress on the journey toward 20% segment EBITDA margins. Transformation actions will continue to be a major driver of our margin improvements as we progress through 2025 and beyond. We remain confident in achieving our 20% EBITDA margin targets for OFSE this year and IET in 2026.”

    “As reflected in our strong 2024 results and our exceptional margin improvement, Baker Hughes has evolved into a more profitable energy and industrial technology company. Company results are benefiting from strong execution, sharpened commercial focus and improved productivity gains. Our confidence in the durability and growth of our earnings and free cash flow positions us to continue growing our dividend, highlighted by the announcement to increase our quarterly dividend by 10% to $0.23.”

    “I would like to thank the Baker Hughes team for yet again delivering outstanding results. As we continue our journey to move Baker Hughes forward, we remain committed to our customers, shareholders, and employees,” concluded Simonelli.

    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

      Three Months Ended   Variance
    (in millions except per share amounts) December 31,
    2024
    September 30,
    2024
    December 31,
    2023
      Sequential Year-over-year
    Orders $ 7,496 $ 6,676 $ 6,904   12 % 9 %
    Revenue   7,364   6,908   6,835   7 % 8 %
    Net income attributable to Baker Hughes   1,179   766   439   54 % 168 %
    Adjusted net income attributable to Baker Hughes*   694   666   511   4 % 36 %
    Operating income   665   930   651   (29 )% 2 %
    Adjusted operating income*   1,019   930   816   10 % 25 %
    Adjusted EBITDA*   1,310   1,208   1,091   8 % 20 %
    Diluted earnings per share (EPS)   1.18   0.77   0.43   54 % 171 %
    Adjusted diluted EPS*   0.70   0.67   0.51   4 % 37 %
    Cash flow from operating activities   1,189   1,010   932   18 % 28 %
    Free cash flow*   894   754   633   19 % 41 %

    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Certain columns and rows in our tables and financial statements may not sum up due to the use of rounded numbers.

    Quarter Highlights

    Industrial & Energy Technology (“IET”) recorded another strong quarter of gas infrastructure orders, booking an equipment award from Tecnicas Reunidas for the third expansion phase of the Jafurah unconventional gas field in the Kingdom of Saudi Arabia. Gas Technology Equipment (“GTE”) will supply a total of 12 electric motor-driven compression trains and auxiliary treatment equipment for gas processing. This contract builds upon Baker Hughes’ long-standing relationship with Aramco and follows previous contract awards in 2022, bringing the total to 24 electric motor-driven compressors and an additional 14 compressors supplied by Baker Hughes for multiple Jafurah gas processing plants.

    In demonstration of its well-established leadership position in liquefied natural gas (“LNG”) technology solutions, Baker Hughes received multiple project awards in the fourth quarter. As part of a master equipment supply agreement, IET received a major contract to provide a modularized LNG system and power island to Venture Global. IET also received, from Bechtel Energy, a GTE award to supply eight LM6000 PF+ driven main refrigeration compressors and eight expander compressors across two LNG trains for a nameplate capacity of approximately 11 million ton per annum for Phase 1 of Woodside Energy’s Louisiana project.

    Gas Technology Services (“GTS”) continues to demonstrate leadership in turbomachinery aftermarket service, booking several notable service and upgrade awards to backlog. GTS signed a long-term services agreement to support Phases 1 and 2 of Venture Global’s Plaquemines LNG project, and also signed a 25-year services agreement with a NextDecade affiliate to support its Rio Grande LNG facility. Additionally, GTS received an award from an energy operator to provide planned maintenance activities to assure reliability, availability, and efficiency of turbomachinery at their LNG facility in Asia Pacific. The capabilities of IET’s iCenter™ will also be utilized to drive improved outcomes for the customer. Finally, GTS booked multiple upgrade awards for gas infrastructure projects in the Middle East and Europe.

    Climate Technology Solutions (“CTS”) secured multiple awards targeting flare reduction. As announced at COP29 in Baku, Azerbaijan, CTS will provide SOCAR, the state-owned oil company of Azerbaijan, with an integrated gas recovery and hydrogen sulfide removal system to significantly reduce downstream flaring at the Heydar Aliyev Oil Refinery. Separately in the Middle East, CTS will supply electric-driven centrifugal compressors for one of the largest gas processing and flare gas recovery projects globally.

    Oilfield Services & Equipment (“OFSE”), through its Mature Assets Solutions (“MAS”) offering, received a multi-year contract from Eni to help unlock bypassed reserves in one of Europe’s largest developments. Baker Hughes will utilize its AutoTrak eXact™ rotary steerable drilling system to reduce risks and execution costs for Eni. OFSE also booked another MAS award in the Middle East to provide artificial lift services in a super-giant oilfield, including advanced permanent magnet motors for improved electric submersible pump efficiency.

    Baker Hughes experienced a strong order quarter for flexible pipe systems in Brazil. Following a third-quarter 2024 award, OFSE received another flexible pipe systems award from Petrobras after an open tender, reinforcing this important relationship and Baker Hughes’ leading position in the product line. The capability of Baker Hughes’ flexible pipe systems to address the critical issue of stress-induced corrosion cracking from CO2 resulted in this significant award for approximately 48 miles of flexible pipe systems to be installed across four different fields. Additionally, OFSE received an order from Brava Energia to supply 9 miles of flexible pipe systems to be deployed in the Campos Basin.

    OFSE also advanced its digitalization and artificial intelligence capabilities, signing an agreement with AIQ, ADNOC and CORVA to launch the AI Rate of Penetration (ROP) Optimization initiative. The project aims to enhance drilling efficiency in real-time by providing insights and recommendations for optimizing weight on bit, rotations per minute and other critical parameters.

    Consolidated Revenue and Operating Income by Reporting Segment

    (in millions) Three Months Ended   Variance
      December 31,
    2024
    September 30,
    2024
    December 31,
    2023
      Sequential Year-over-year
    Oilfield Services & Equipment $ 3,871   $ 3,963   $ 3,956     (2 )% (2 )%
    Industrial & Energy Technology   3,492     2,945     2,879     19  % 21  %
    Segment revenue   7,364     6,908     6,835     7  % 8  %
                 
    Oilfield Services & Equipment   526     547     492     (4 )% 7  %
    Industrial & Energy Technology   584     474     412     23  % 42  %
    Corporate(1)   (91 )   (91 )   (88 )   —  % (3 )%
    Inventory impairment(2)   (73 )   —     (2 )   NM    NM   
    Restructuring, impairment and other   (281 )   —     (163 )   NM     (73 )%
    Operating income   665     930     651     (29 )% 2  %
    Adjusted operating income*   1,019     930     816     10  % 25  %
    Depreciation & amortization   291     278     274     5  % 6  %
    Adjusted EBITDA* $ 1,310   $ 1,208   $ 1,091     8  % 20  %

    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    “NM” is used when the percentage variance is not meaningful.

    (1)   Corporate costs are primarily reported in “Selling, general and administrative” in the consolidated statements of income (loss).

    (2)   Charges for inventory impairments are reported in “Cost of goods sold” in the consolidated statements of income (loss).

    Revenue for the fourth quarter of 2024 was $7,364 million, an increase of 7% sequentially and an increase of 8% year-over-year. The increase in revenue year-over-year was driven by IET.

    The Company’s total book-to-bill ratio in the fourth quarter of 2024 was 1.0; the IET book-to-bill ratio was 1.1.

    Operating income as determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), for the fourth quarter of 2024 was $665 million. Operating income decreased $265 million sequentially and increased $13 million year-over-year. Restructuring, impairment, and other charges were $281 million in the fourth quarter of 2024, primarily related to streamlining of the OFSE operating model.

    Adjusted operating income (a non-GAAP financial measure) for the fourth quarter of 2024 was $1,019 million, which excludes adjustments totaling $354 million. A list of the adjusting items and associated reconciliation from GAAP has been provided in Table 1a in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” Adjusted operating income for the fourth quarter of 2024 was up 10% sequentially and up 25% year-over-year.

    Depreciation and amortization for the fourth quarter of 2024 was $291 million.

    Adjusted EBITDA (a non-GAAP financial measure) for the fourth quarter of 2024 was $1,310 million, which excludes adjustments totaling $354 million. See Table 1b in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” Adjusted EBITDA for the fourth quarter was up 8% sequentially and up 20% year-over-year.

    The sequential increase in adjusted operating income and adjusted EBITDA was driven by higher volume in IET and structural cost-out initiatives in both segments, primarily offset by lower volume in OFSE. The year-over-year increase in adjusted operating income and adjusted EBITDA was driven by higher pricing and structural cost-out initiatives in both segments, and increased volume in IET primarily from higher proportionate growth in GTE, partially offset by decreased volume in OFSE and cost inflation in both segments.

    Other Financial Items

    Remaining Performance Obligations (“RPO”) in the fourth quarter of 2024 ended at $33.1 billion, a decrease of $0.3 billion from the third quarter of 2024. OFSE RPO was $3.0 billion, down 6% sequentially, while IET RPO was $30.1 billion, down $100 million sequentially. Within IET RPO, GTE RPO was $11.8 billion and GTS RPO was $15.0 billion.

    Income tax benefit in the fourth quarter of 2024 was $398 million reflecting the impact of a valuation allowance release in the U.S. The valuation allowance has been released primarily as a result of the U.S. moving into a cumulative three-year profit position.

    Other non-operating income in the fourth quarter of 2024 was $181 million. Included in other non-operating income were net mark-to-market gains in fair value and gains from sale for certain equity investments of $196 million.

    GAAP diluted earnings per share was $1.18. Adjusted diluted earnings per share (a non-GAAP financial measure) was $0.70. Excluded from adjusted diluted earnings per share were all items listed in Table 1c in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Cash flow from operating activities was $1,189 million for the fourth quarter of 2024. Free cash flow (a non-GAAP financial measure) for the quarter was $894 million. A reconciliation from GAAP has been provided in Table 1d in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Capital expenditures, net of proceeds from disposal of assets, were $295 million for the fourth quarter of 2024, of which $195 million was for OFSE and $87 million was for IET.

    Results by Reporting Segment
     

    The following segment discussions and variance explanations are intended to reflect management’s view of the relevant comparisons of financial results on a sequential or year-over-year basis, depending on the business dynamics of the reporting segments.

    Oilfield Services & Equipment

    (in millions) Three Months Ended   Variance
    Segment results December 31,
    2024
    September 30,
    2024
    December 31,
    2023
      Sequential Year-over-year
    Orders $ 3,740   $ 3,807   $ 3,874     (2 )% (3 )%
    Revenue $ 3,871   $ 3,963   $ 3,956     (2 )% (2 )%
    Operating income $ 526   $ 547   $ 492     (4 )% 7  %
    Operating margin   13.6 %   13.8 %   12.4 %   -0.2pts   1.1pts  
    Depreciation & amortization $ 229   $ 218   $ 217     5  % 6  %
    EBITDA* $ 755   $ 765   $ 709     (1 )% 7  %
    EBITDA margin*   19.5 %   19.3 %   17.9 %   0.2pts   1.6pts  
    (in millions) Three Months Ended   Variance
    Revenue by Product Line December 31,
    2024
    September 30,
    2024
    December 31,
    2023
      Sequential Year-over-year
    Well Construction $ 943 $ 1,050 $ 1,122   (10 )% (16 )%
    Completions, Intervention, and Measurements   1,022   1,009   1,086   1  % (6 )%
    Production Solutions   974   983   990   (1 )% (2 )%
    Subsea & Surface Pressure Systems   932   921   758   1  % 23  %
    Total Revenue $ 3,871 $ 3,963 $ 3,956   (2 )% (2 )%
    (in millions) Three Months Ended   Variance
    Revenue by Geographic Region December 31,
    2024
    September 30,
    2024
    December 31,
    2023
      Sequential Year-over-year
    North America $ 971 $ 971 $ 1,018   —  % (5 )%
    Latin America   661   648   708   2  % (7 )%
    Europe/CIS/Sub-Saharan Africa   740   933   707   (21 )% 5  %
    Middle East/Asia   1,499   1,411   1,522   6  % (2 )%
    Total Revenue $ 3,871 $ 3,963 $ 3,956   (2 )% (2 )%
                 
    North America $ 971 $ 971 $ 1,018   —  % (5 )%
    International   2,900   2,992   2,938   (3 )% (1 )%

    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” EBITDA margin is defined as EBITDA divided by revenue.

    OFSE orders of $3,740 million for the fourth quarter of 2024 decreased by $67 million sequentially. Subsea and Surface Pressure Systems orders were $802 million, up 3% sequentially, and up 23% year-over-year.

    OFSE revenue of $3,871 million for the fourth quarter of 2024 was down 2% sequentially, and down 2% year-over-year.

    North America revenue was $971 million, flat sequentially. International revenue was $2,900 million, down 3% sequentially, driven by declines in Europe/CIS/Sub-Saharan Africa region partially offset by growth in Middle East/Asia and Latin America.

    Segment operating income for the fourth quarter was $526 million, a decrease of $22 million, or 4%, sequentially. Segment EBITDA for the fourth quarter of 2024 was $755 million, a decrease of $10 million, or 1% sequentially. The sequential decrease in segment operating income and EBITDA was driven by lower volume, partially mitigated by positive price and productivity from structural cost-out initiatives.

    Industrial & Energy Technology

    (in millions) Three Months Ended   Variance
    Segment results December 31,
    2024
    September 30,
    2024
    December 31,
    2023
      Sequential Year-over-year
    Orders $ 3,756   $ 2,868   $ 3,030     31 % 24 %
    Revenue $ 3,492   $ 2,945   $ 2,879     19 % 21 %
    Operating income $ 584   $ 474   $ 412     23 % 42 %
    Operating margin   16.7 %   16.1 %   14.3 %   0.6pts 2.4pts
    Depreciation & amortization $ 56   $ 54   $ 51     4 % 8 %
    EBITDA* $ 639   $ 528   $ 463     21 % 38 %
    EBITDA margin*   18.3 %   17.9 %   16.1 %   0.4pts 2.2pts
    (in millions) Three Months Ended   Variance
    Orders by Product Line December 31,
    2024
    September 30,
    2024
    December 31,
    2023
      Sequential Year-over-year
    Gas Technology Equipment $ 1,865 $ 1,088 $ 1,297   71  % 44  %
    Gas Technology Services   902   778   808   16  % 12  %
    Total Gas Technology   2,767   1,866   2,105   48  % 31  %
    Industrial Products   515   494   514   4  % —  %
    Industrial Solutions   320   293   288   9  % 11  %
    Total Industrial Technology   835   787   802   6  % 4  %
    Climate Technology Solutions   154   215   123   (28 )% 25  %
    Total Orders $ 3,756 $ 2,868 $ 3,030   31  % 24  %
    (in millions) Three Months Ended   Variance
    Revenue by Product Line December 31,
    2024
    September 30,
    2024
    December 31,
    2023
      Sequential Year-over-year
    Gas Technology Equipment $ 1,663 $ 1,281 $ 1,206   30 % 38 %
    Gas Technology Services   796   697   714   14 % 11 %
    Total Gas Technology   2,459   1,978   1,920   24 % 28 %
    Industrial Products   548   520   513   5 % 7 %
    Industrial Solutions   282   257   276   10 % 2 %
    Total Industrial Technology   830   777   789   7 % 5 %
    Climate Technology Solutions   204   191   170   7 % 20 %
    Total Revenue $ 3,492 $ 2,945 $ 2,879   19 % 21 %

    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” EBITDA margin is defined as EBITDA divided by revenue.

    IET orders of $3,756 million for the fourth quarter of 2024 increased by $726 million, or 24% year-over-year. The increase was driven primarily by GTE orders which were up $568 million, or 44% year-over-year.

    IET revenue of $3,492 million for the fourth quarter of 2024 increased $613 million, or 21% year-over-year. The increase was driven primarily by Gas Technology, up 28% year-over-year.

    Segment operating income for the quarter was $584 million, an increase of $172 million, or 42% year-over-year. Segment EBITDA for the quarter was $639 million, an increase of $176 million, or 38% year-over-year. The year-over-year increase in segment operating income and segment EBITDA was driven by increased volume primarily from higher proportionate growth in GTE, positive pricing, and productivity, partially offset by cost inflation.

    2024 Total Year Results

    (in millions) Twelve Months Ended   Variance
      December 31, 2024 December 31, 2023   Year-over-year
    Oilfield Services & Equipment $ 15,240   $ 16,344     (7)%
    Industrial & Energy Technology   13,000     14,178     (8)%
    Orders $ 28,240   $ 30,522     (7)%
             
    Oilfield Services & Equipment $ 15,628   $ 15,361     2%
    Industrial & Energy Technology   12,201     10,145     20%
    Segment Revenue $ 27,829   $ 25,506     9%
             
    Oilfield Services & Equipment $ 1,988   $ 1,746     14%
    Industrial & Energy Technology   1,830     1,310     40%
    Corporate(1)   (363 )   (380 )   5%
    Inventory impairment(2)   (73 )   (35 )   (110)%
    Restructuring, impairment & other   (301 )   (323 )   7%
    Operating income   3,081     2,317     33%
    Adjusted operating income *   3,455     2,676     29%
    Depreciation & amortization   1,136     1,087     4%
    Adjusted EBITDA * $ 4,591   $ 3,763     22%

    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    (1)   Corporate costs are primarily reported in “Selling, general and administrative” in the consolidated statements of income (loss).

    (2)   Charges for inventory impairments are reported in “Cost of goods sold” in the consolidated statements of income (loss). 

    Reconciliation of GAAP to non-GAAP Financial Measures

    Management provides non-GAAP financial measures because it believes such measures are widely accepted financial indicators used by investors and analysts to analyze and compare companies on the basis of operating performance (including adjusted operating income; EBITDA; EBITDA margin; adjusted EBITDA; adjusted net income attributable to Baker Hughes; and adjusted diluted earnings per share) and liquidity (free cash flow) and that these measures may be used by investors to make informed investment decisions. Management believes that the exclusion of certain identified items from several key operating performance measures enables us to evaluate our operations more effectively, to identify underlying trends in the business, and to establish operational goals for certain management compensation purposes. Management also believes that free cash flow is an important supplemental measure of our cash performance but should not be considered as a measure of residual cash flow available for discretionary purposes, or as an alternative to cash flow from operating activities presented in accordance with GAAP.

    Table 1a. Reconciliation of GAAP and Adjusted Operating Income

      Three Months Ended   Twelve Months Ended
      December 31, September 30, December 31,   December 31,
    (in millions)   2024   2024   2023     2024   2023
    Operating income (GAAP) $ 665 $ 930 $ 651   $ 3,081 $ 2,317
    Restructuring, impairment & other   281   —   163     301   323
    Inventory impairment(1)   73   —   2     73   35
    Total operating income adjustments   354   —   165     375   358
    Adjusted operating income (non-GAAP) $ 1,019 $ 930 $ 816   $ 3,455 $ 2,676

    (1)   Charges for inventory impairments are reported in “Cost of goods sold” in the consolidated statements of income (loss).

    Table 1a reconciles operating income, which is the directly comparable financial result determined in accordance with GAAP, to adjusted operating income. Adjusted operating income excludes the impact of certain identified items.

    Table 1b. Reconciliation of Net Income Attributable to Baker Hughes to EBITDA and Adjusted EBITDA

      Three Months Ended   Twelve Months Ended
      December 31, September 30, December 31,   December 31,
    (in millions)   2024     2024     2023     2024     2023  
    Net income attributable to Baker Hughes (GAAP) $ 1,179   $ 766   $ 439   $ 2,979   $ 1,943  
    Net income attributable to noncontrolling interests   11     8     11     29     27  
    Provision (benefit) for income taxes   (398 )   235     72     257     685  
    Interest expense, net   54     55     45     198     216  
    Other non-operating (income) loss, net   (181 )   (134 )   84     (382 )   (554 )
    Operating income (GAAP)   665     930     651     3,081     2,317  
    Depreciation & amortization   291     278     274     1,136     1,087  
    EBITDA (non-GAAP)   956     1,208     926     4,216     3,405  
    Total operating income adjustments(1)   354     —     165     375     358  
    Adjusted EBITDA (non-GAAP) $ 1,310   $ 1,208   $ 1,091   $ 4,591   $ 3,763  

    (1)   See Table 1a for the identified adjustments to operating income.

    Table 1b reconciles net income attributable to Baker Hughes, which is the directly comparable financial result determined in accordance with GAAP, to EBITDA. Adjusted EBITDA excludes the impact of certain identified items.

    Table 1c. Reconciliation of Net Income Attributable to Baker Hughes to Adjusted Net Income Attributable to Baker Hughes

      Three Months Ended   Twelve Months Ended
      December 31, September 30, December 31,   December 31,
    (in millions, except per share amounts)   2024     2024     2023       2024     2023  
    Net income attributable to Baker Hughes (GAAP) $ 1,179   $ 766   $ 439     $ 2,979   $ 1,943  
    Total operating income adjustments(1)   354     —     165       375     358  
    Other adjustments (non-operating)(2)   (189 )   (99 )   89       (335 )   (554 )
    Tax adjustments(3)   (650 )   (1 )   (181 )     (663 )   (124 )
    Total adjustments, net of income tax   (485 )   (100 )   72       (623 )   (320 )
    Less: adjustments attributable to noncontrolling interests   —     —     —       —     —  
    Adjustments attributable to Baker Hughes   (485 )   (100 )   72       (623 )   (320 )
    Adjusted net income attributable to Baker Hughes (non-GAAP) $ 694   $ 666   $ 511     $ 2,356   $ 1,622  
                 
                 
    Denominator:            
    Weighted-average shares of Class A common stock outstanding diluted   999     999     1,010       1,001     1,015  
    Adjusted earnings per share – diluted (non-GAAP) $ 0.70   $ 0.67   $ 0.51     $ 2.35   $ 1.60  

    (1)   See Table 1a for the identified adjustments to operating income.

    (2)   All periods primarily reflect the net gain or loss on changes in fair value for certain equity investments.

    (3)   All periods reflect the tax associated with the other operating and non-operating adjustments. 4Q’24 and fiscal year 2024 include $664 million and 4Q’23 and fiscal year 2023 include $81 million, respectively, related to the release of valuation allowances for certain deferred tax assets.

    Table 1c reconciles net income attributable to Baker Hughes, which is the directly comparable financial result determined in accordance with GAAP, to adjusted net income attributable to Baker Hughes. Adjusted net income attributable to Baker Hughes excludes the impact of certain identified items.

    Table 1d. Reconciliation of Net Cash Flows From Operating Activities to Free Cash Flow

      Three Months Ended   Twelve Months Ended
      December 31, September 30, December 31,   December 31,
    (in millions)   2024     2024     2023       2024     2023  
    Net cash flows from operating activities (GAAP) $ 1,189   $ 1,010   $ 932     $ 3,332   $ 3,062  
    Add: cash used for capital expenditures, net of proceeds from disposal of assets   (295 )   (256 )   (298 )     (1,075 )   (1,016 )
    Free cash flow (non-GAAP) $ 894   $ 754   $ 633     $ 2,257   $ 2,045  

    Table 1d reconciles net cash flows from operating activities, which is the directly comparable financial result determined in accordance with GAAP, to free cash flow. Free cash flow is defined as net cash flows from operating activities less expenditures for capital assets plus proceeds from disposal of assets.

    Financial Tables (GAAP)
     
    Condensed Consolidated Statements of Income (Loss)
    (Unaudited)
     
      Three Months Ended
    (In millions, except per share amounts) December 31, 2024 September 30, 2024 December 31, 2023
    Revenue $ 7,364   $ 6,908   $ 6,835  
    Costs and expenses:      
    Cost of revenue   5,833     5,366     5,386  
    Selling, general and administrative   585     612     634  
    Restructuring, impairment and other   281     —     163  
    Total costs and expenses   6,699     5,978     6,183  
    Operating income   665     930     651  
    Other non-operating income (loss), net   181     134     (84 )
    Interest expense, net   (54 )   (55 )   (45 )
    Income before income taxes   792     1,009     522  
    Benefit (provision) for income taxes   398     (235 )   (72 )
    Net income   1,190     774     450  
    Less: Net income attributable to noncontrolling interests   11     8     11  
    Net income attributable to Baker Hughes Company $ 1,179   $ 766   $ 439  
           
    Per share amounts:    
    Basic income per Class A common share $ 1.19   $ 0.77   $ 0.44  
    Diluted income per Class A common share $ 1.18   $ 0.77   $ 0.43  
           
    Weighted average shares:      
    Class A basic   990     993     1,001  
    Class A diluted   999     999     1,010  
           
    Cash dividend per Class A common share $ 0.21   $ 0.21   $ 0.20  
           
     
    Condensed Consolidated Statements of Income (Loss)
    (Unaudited)
     
      Year Ended December 31,
    (In millions, except per share amounts)   2024     2023     2022  
    Revenue $ 27,829   $ 25,506   $ 21,156  
    Costs and expenses:      
    Cost of revenue   21,989     20,255     16,756  
    Selling, general and administrative   2,458     2,611     2,510  
    Restructuring, impairment and other   301     323     705  
    Total costs and expenses   24,748     23,189     19,971  
    Operating income   3,081     2,317     1,185  
    Other non-operating income (loss), net   382     554     (911 )
    Interest expense, net   (198 )   (216 )   (252 )
    Income before income taxes   3,265     2,655     22  
    Provision for income taxes   (257 )   (685 )   (600 )
    Net income (loss)   3,008     1,970     (578 )
    Less: Net income attributable to noncontrolling interests   29     27     23  
    Net income (loss) attributable to Baker Hughes Company $ 2,979   $ 1,943   $ (601 )
           
    Per share amounts:      
    Basic income (loss) per Class A common share $ 3.00   $ 1.93   $ (0.61 )
    Diluted income (loss) per Class A common share $ 2.98   $ 1.91   $ (0.61 )
           
    Weighted average shares:      
    Class A basic   994     1,008     987  
    Class A diluted   1,001     1,015     987  
           
    Cash dividend per Class A common share $ 0.84   $ 0.78   $ 0.73  
     
    Condensed Consolidated Statements of Financial Position
    (Unaudited)
     
      December 31,
    (In millions)   2024   2023
    ASSETS
    Current Assets:    
    Cash and cash equivalents $ 3,364 $ 2,646
    Current receivables, net   7,122   7,075
    Inventories, net   4,954   5,094
    All other current assets   1,771   1,486
    Total current assets   17,211   16,301
    Property, plant and equipment, less accumulated depreciation   5,127   4,893
    Goodwill   6,078   6,137
    Other intangible assets, net   3,951   4,093
    Contract and other deferred assets   1,730   1,756
    All other assets   4,266   3,765
    Total assets $ 38,363 $ 36,945
    LIABILITIES AND EQUITY
    Current Liabilities:    
    Accounts payable $ 4,542 $ 4,471
    Short-term and current portion of long-term debt   53   148
    Progress collections and deferred income   5,672   5,542
    All other current liabilities   2,724   2,830
    Total current liabilities   12,991   12,991
    Long-term debt   5,970   5,872
    Liabilities for pensions and other postretirement benefits   988   978
    All other liabilities   1,359   1,585
    Equity   17,055   15,519
    Total liabilities and equity $ 38,363 $ 36,945
         
    Outstanding Baker Hughes Company shares:    
    Class A common stock   990   998
     
    Condensed Consolidated Statements of Cash Flows
    (Unaudited)
     
      Three Months
    Ended
    December 31,
    Twelve Months Ended
    December 31,
    (In millions)   2024     2024     2023  
    Cash flows from operating activities:      
    Net income $ 1,190   $ 3,008   $ 1,970  
    Adjustments to reconcile net income to net cash flows from operating activities:      
    Depreciation and amortization   291     1,136     1,087  
    Benefit for deferred income taxes   (706 )   (671 )   (59 )
    Gain on equity securities   (196 )   (367 )   (555 )
    Stock-based compensation cost   49     202     197  
    Property, plant and equipment impairment, net   77     77     (1 )
    Gain on business dispositions   —     —     (40 )
    Working capital   63     7     42  
    Other operating items, net   421     (60 )   421  
    Net cash flows provided by operating activities   1,189     3,332     3,062  
    Cash flows from investing activities:      
    Expenditures for capital assets   (353 )   (1,278 )   (1,224 )
    Proceeds from disposal of assets   58     203     208  
    Proceeds from sale of equity securities   71     92     372  
    Proceeds from business dispositions   —     —     293  
    Net cash paid for acquisitions   —     —     (301 )
    Other investing items, net   6     (33 )   (165 )
    Net cash flows used in investing activities   (218 )   (1,016 )   (817 )
    Cash flows from financing activities:      
    Repayment of long-term debt   (9 )   (143 )   (651 )
    Dividends paid   (208 )   (836 )   (786 )
    Repurchase of Class A common stock   (9 )   (484 )   (538 )
    Other financing items, net   (8 )   (64 )   (53 )
    Net cash flows used in financing activities   (234 )   (1,527 )   (2,028 )
    Effect of currency exchange rate changes on cash and cash equivalents   (37 )   (71 )   (59 )
    Increase in cash and cash equivalents   700     718     158  
    Cash and cash equivalents, beginning of period   2,664     2,646     2,488  
    Cash and cash equivalents, end of period $ 3,364   $ 3,364   $ 2,646  
    Supplemental cash flows disclosures:      
    Income taxes paid, net of refunds $ 307   $ 1,040   $ 595  
    Interest paid $ 99   $ 298   $ 309  
     

    Supplemental Financial Information

    Supplemental financial information can be found on the Company’s website at: investors.bakerhughes.com in the Financial Information section under Quarterly Results.

    Conference Call and Webcast

    The Company has scheduled an investor conference call to discuss management’s outlook and the results reported in today’s earnings announcement. The call will begin at 9:30 a.m. Eastern time, 8:30 a.m. Central time on Friday, January 31, 2025, the content of which is not part of this earnings release. The conference call will be broadcast live via a webcast and can be accessed by visiting the Events and Presentations page on the Company’s website at: investors.bakerhughes.com. An archived version of the webcast will be available on the website for one month following the webcast.

    Forward-Looking Statements

    This news release (and oral statements made regarding the subjects of this release) may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (each a “forward-looking statement”). Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “would,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target”, “goal” or other similar words or expressions. There are many risks and uncertainties that could cause actual results to differ materially from our forward-looking statements. These forward-looking statements are also affected by the risk factors described in the Company’s annual report on Form 10-K for the annual period ended December 31,2024; and those set forth from time to time in other filings with the Securities and Exchange Commission (“SEC”). The documents are available through the Company’s website at: www.investors.bakerhughes.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval system at: www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

    Our expectations regarding our business outlook and business plans; the business plans of our customers; oil and natural gas market conditions; cost and availability of resources; economic, legal and regulatory conditions, and other matters are only our forecasts regarding these matters.

    These forward-looking statements, including forecasts, may be substantially different from actual results, which are affected by many risks, along with the following risk factors and the timing of any of these risk factors:

    • Economic and political conditions – the impact of worldwide economic conditions and rising inflation; the impact of tariffs and the potential for significant increases thereto; the effect that declines in credit availability may have on worldwide economic growth and demand for hydrocarbons; foreign currency exchange fluctuations and changes in the capital markets in locations where we operate; and the impact of government disruptions and sanctions.
    • Orders and RPO – our ability to execute on orders and RPO in accordance with agreed specifications, terms and conditions and convert those orders and RPO to revenue and cash.
    • Oil and gas market conditions – the level of petroleum industry exploration, development and production expenditures; the price of, volatility in pricing of, and the demand for crude oil and natural gas; drilling activity; drilling permits for and regulation of the shelf and the deepwater drilling; excess productive capacity; crude and product inventories; liquefied natural gas supply and demand; seasonal and other adverse weather conditions that affect the demand for energy; severe weather conditions, such as tornadoes and hurricanes, that affect exploration and production activities; Organization of Petroleum Exporting Countries (“OPEC”) policy and the adherence by OPEC nations to their OPEC production quotas.
    • Terrorism and geopolitical risks – war, military action, terrorist activities or extended periods of international conflict, particularly involving any petroleum-producing or consuming regions, including Russia and Ukraine; and the recent conflict in the Middle East; labor disruptions, civil unrest or security conditions where we operate; potentially burdensome taxation, expropriation of assets by governmental action; cybersecurity risks and cyber incidents or attacks; epidemic outbreaks.

    About Baker Hughes:

    Baker Hughes (Nasdaq: BKR) is an energy technology company that provides solutions for energy and industrial customers worldwide. Built on a century of experience and conducting business in over 120 countries, our innovative technologies and services are taking energy forward – making it safer, cleaner and more efficient for people and the planet. Visit us at bakerhughes.com

    For more information, please contact:

    Investor Relations

    Chase Mulvehill
    +1 346-297-2561
    investor.relations@bakerhughes.com

    Media Relations

    Adrienne Lynch
    +1 713-906-8407
    adrienne.lynch@bakerhughes.com

    The MIL Network –

    January 31, 2025
  • MIL-OSI: MARKSMEN ANNOUNCES AGREEMENT TO FURTHER EXTEND DEBENTURE

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, ALBERTA, Jan. 30, 2025 (GLOBE NEWSWIRE) — Marksmen Energy Inc. (“Marksmen” or the “Company”) is pleased to announce that, further to its news release dated December 29, 2022, it has entered into an agreement with Conex Services Inc. (“Conex”), the holder of its non-convertible secured debenture (“Debenture”) to further extend the expiry date of the Debenture by two years so that it now expires on December 31, 2026, and to remove a provision with respect to bonus warrants that were issued to Conex in connection with the previous extension.  All other terms of the Debenture remain the same. Conex is an entity wholly owned by Glenn Walsh, an insider of the Company. The extension is subject to the approval of the TSX Venture Exchange.

    Related Party Participation

    The extension of the Debenture is being provided by an entity wholly owned by an insider of Marksmen. As an insider of the Company participated in this transaction, it is deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions (“MI 61-101“).

    Since the Debenture is not convertible into shares of Marksmen and no new bonus warrants were issued in connection with the extension of the Debenture, there will be no effect on the voting interests of any related parties. The extension of the Debenture was approved by all of the directors of Marksmen.

    The entering into of the agreement with respect to the extension of the Debenture is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(b) and 5.7(1)(f)) as the Company is not listed on a specified market and there is no equity or loan component to the extension of the Debenture.

    For additional information regarding this news release please contact Archie Nesbitt, Director and CEO of the Company at (403) 265-7270 or e-mail ajnesbitt@marksmenenergy.com.  

    Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

    This news release may contain certain forward-looking information and statements, including obtaining TSX Venture Exchange approval of the extension to the Debenture. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties.  There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information.  A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Marksmen’s disclosure documents on the SEDAR+ website at www.sedarplus.ca.  Marksmen does not undertake to update any forward-looking information except in accordance with applicable securities laws.

    The MIL Network –

    January 31, 2025
  • MIL-OSI Canada: Amplifying Alberta’s call for U.S. partnership

    Source: Government of Canada regional news

    MIL OSI Canada News –

    January 31, 2025
  • MIL-OSI: Viper Energy Launches Offering of Class A Common Stock

    Source: GlobeNewswire (MIL-OSI)

    MIDLAND, Texas, Jan. 30, 2025 (GLOBE NEWSWIRE) — Viper Energy, Inc. (NASDAQ: VNOM) (“Viper”) announced today the launch of an underwritten public offering of 22,000,000 shares of its Class A common stock, subject to market and other conditions (the “Primary Offering”). The underwriters will have an option to purchase up to an additional 3,300,000 shares of Class A common stock from Viper in the Primary Offering.

    Viper intends to use the net proceeds from the Primary Offering to fund a portion of the cash consideration for its previously announced pending acquisition of all of the equity interests of certain mineral and royalty-interest owning subsidiaries of Viper’s parent, Diamondback Energy, Inc. (the “Pending Drop Down”), if it closes. If the Pending Drop Down does not close, Viper will use the net proceeds from the Primary Offering for general corporate purposes.

    J.P. Morgan, Citigroup, Mizuho and Morgan Stanley are acting as joint book-running managers for the Primary Offering. Copies of the written base prospectus and prospectus supplement for the Primary Offering may be obtained on the website of the Securities and Exchange Commission, www.sec.gov or, when available, may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9146; Mizuho Securities USA LLC, Attn: Equity Capital Markets, 1271 Avenue of the Americas, New York, New York 10020, by telephone at 1-212-205-7600 or by email at US-ECM@mizuhogroup.com; or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

    The Class A common stock will be issued and sold pursuant to an effective automatic shelf registration statement on Form S-3ASR previously filed with the Securities and Exchange Commission (the “Registration Statement”).

    This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The Primary Offering may only be made by means of a prospectus supplement and related base prospectus.

    About Viper Energy, Inc.

    Viper is a publicly traded Delaware corporation that owns and acquires mineral and royalty interests in oil and natural gas properties primarily in the Permian Basin.

    Cautionary Note Regarding Forward-Looking Statements

    The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this press release, regarding the completion of the Primary Offering, Viper’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “goal,” “plan,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Be cautioned that these forward-looking statements are subject to all of the risk and uncertainties, most of which are difficult to predict and many of which are beyond Viper’s control, incident to the development, production, gathering and sale of oil and natural gas. These risks include, but are not limited to, commodity price volatility, inflation, lack of availability of drilling and production equipment and services, risks relating to the Pending Drop Down, including its consummation or the realization of the anticipated benefits and synergies therefrom. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth in Viper’s filings with the SEC, including the base prospectus and prospectus supplement relating to the Primary Offering, the Registration Statement, its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, under the caption “Risk Factors,” as may be updated from time to time in Viper’s periodic filings with the SEC. Any forward-looking statement in this press release speaks only as of the date of this release. Viper undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

    Investor Contacts:
    Adam Lawlis
    +1 432.221.7467
    alawlis@diamondbackenergy.com

    Austen Gilfillian
    +1 432.221.7420
    agilfillian@diamondbackenergy.com

    Source: Viper Energy, Inc.

    The MIL Network –

    January 31, 2025
  • MIL-OSI: Wearable Devices Ltd. Announces Closing of $2.5 Million Public Offering

    Source: GlobeNewswire (MIL-OSI)

    Yokneam Illit, Israel, Jan. 30, 2025 (GLOBE NEWSWIRE) — Wearable Devices Ltd. (the “Company” or “Wearable Devices”) (Nasdaq: WLDS, WLDSW), an award-winning pioneer in artificial intelligence (“AI”)-based wearable gesture control technology, today announced the closing of its previously announced “reasonable best efforts” public offering with a single institutional investor for the purchase and sale of 345,000 ordinary shares, 2,155,000 pre-funded warrants, and warrants to purchase up to 2,500,000 ordinary shares, at a combined offering price of $1.00 per share and accompanying warrant (the “Offering”). The Company received aggregate gross proceeds of approximately $2.5 million, before deducting placement agent fees and other offering expenses and assuming no exercise of the warrants. The warrants have an exercise price of $1.00 per share, are exercisable immediately and expire five years from the issuance date.

    The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

    A.G.P./Alliance Global Partners acted as the sole placement agent for the Offering.

    In connection with the Offering, the Company also agreed to amend existing warrants that were previously issued to the investor participating in the Offering to purchase up to 822,000 ordinary shares of the Company, with an exercise price of $2.50 per share. Such existing warrants have been amended to reduce the exercise price to $1.00 per share and expire five years following the closing of the Offering.

    The securities described above were offered pursuant to a registration statement on Form F-1, as amended (File No. 333-284023), previously filed with the Securities and Exchange Commission (“SEC”), which was declared effective on January 28, 2025. The Offering was made only by means of a prospectus forming part of the effective registration statement. Copies of the preliminary prospectus and the final prospectus relating to the Offering may be obtained on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus relating to the Offering may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

    This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in this Offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

    About Wearable Devices Ltd.

    Wearable Devices Ltd. is a pioneering growth company revolutionizing human-computer interaction through its AI-powered neural input technology for both consumer and business markets. Leveraging proprietary sensors, software, and advanced AI algorithms, the Company’s innovative products, including the Mudra Band for iOS and Mudra Link for Android, enable seamless, touch-free interaction by transforming subtle finger and wrist movements into intuitive controls. These groundbreaking solutions enhance gaming, and the rapidly expanding AR/VR/XR landscapes. The Company offers a dual-channel business model: direct-to-consumer sales and enterprise licensing. Its flagship Mudra Band integrates functional and stylish design with cutting-edge AI to empower consumers, while its enterprise solutions provide businesses with the tools to deliver immersive and interactive experiences. By setting the input standard for the XR market, Wearable Devices is redefining user experiences and driving innovation in one of the fastest-growing tech sectors. Wearable Devices’ ordinary shares and warrants trade on the Nasdaq under the symbols “WLDS” and “WLDSW,” respectively.

    Forward-Looking Statements

    This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate,” “will” or other comparable terms. For example, we are using forward-looking statements when we discuss the expected use of proceeds from this Offering. All statements other than statements of historical facts included in this press release regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the trading of our ordinary shares or warrants and the development of a liquid trading market; our ability to successfully market our products and services; the acceptance of our products and services by customers; our continued ability to pay operating costs and ability to meet demand for our products and services; the amount and nature of competition from other security and telecom products and services; the effects of changes in the cybersecurity and telecom markets; our ability to successfully develop new products and services; our success establishing and maintaining collaborative, strategic alliance agreements, licensing and supplier arrangements; our ability to comply with applicable regulations; and the other risks and uncertainties described in our annual report on Form 20-F for the year ended December 31, 2023, filed on March 15, 2024 and our other filings with the SEC, including the registration statement on Form F-1, as amended (File No. 333-284023). We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

    Investor Relations Contact

    Michal Efraty
    IR@wearabledevices.co.il

    The MIL Network –

    January 31, 2025
  • MIL-OSI: AMSC to Report Third Quarter Fiscal Year 2024 Financial Results on February 5, 2025

    Source: GlobeNewswire (MIL-OSI)

    AYER, Mass., Jan. 30, 2025 (GLOBE NEWSWIRE) — AMSC® (NASDAQ: AMSC), a leading system provider of megawatt-scale power resiliency solutions that orchestrate the rhythm and harmony of power on the grid™ and protect and expand the capability of our Navy’s fleet, announced today that it plans to release its third quarter fiscal year 2024 financial results after the market close on Wednesday, February 5, 2025. In conjunction with this announcement, AMSC management will participate in a conference call with investors and covering analysts beginning at 10:00 a.m. Eastern Time on Thursday, February 6, 2025. On this call, management will discuss the Company’s recent accomplishments, financial results, and business outlook.

    Those who wish to listen to the live or archived conference call webcast should visit the “Investors” section of the Company’s website at https://www.amsc.com. The live call can be accessed 15 minutes prior to the scheduled start time by dialing 1-844-481-2802 or 1-412-317-0675 and asking to join the AMSC call.

    A replay of the call may be accessed 2 hours following the call by dialing 1-877-344-7529 and using conference passcode 9514460.

    About AMSC (Nasdaq: AMSC)

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

    ©2024 AMSC. AMSC, American Superconductor, NEPSI, Neeltran, D-VAR, D-VAR VVO, Amperium, Gridtec, Marinetec, Windtec, Orchestrate the Rhythm and Harmony of Power on the Grid and Smarter, Cleaner … Better Energy are trademarks or registered trademarks of American Superconductor Corporation. All other brand names, product names, trademarks, or service marks belong to their respective holders.

    The MIL Network –

    January 31, 2025
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