Category: Finance

  • MIL-OSI Security: Defense Contractor, Former Executive Indicted for Bribing Government Employee

    Source: Office of United States Attorneys

    SAN DIEGO – A federal grand jury has returned an indictment charging Cask Technologies, LLC and former company executive Mark Larsen with bribing a government employee to win lucrative government contracts.

    According to court records, Larsen and his subordinates at Cask gave former Naval Information Warfare Center employee James Soriano various things of value, including expensive meals, golf outings, and full-time jobs for Soriano’s close family friend and immediate family member. At the time of the conspiracy, Larsen was the director, and later the managing director, vice president, and executive vice president of Cask with offices in San Diego and Stafford, Virginia.

    In return, Soriano took official action to benefit Cask, such as steering non-competitive small business contracts to Cask and its “family” of companies; allowing Larsen and other Cask employees to draft procurement documents for various contracting efforts, including competitive procurements; and allowing Larsen and others to “ghost write” emails, official government correspondence, and performance evaluations for Soriano’s signature, all to benefit Cask and others in its “family” of companies.

    Soriano also agreed in an email exchange to “create & award” a $50 million supposedly competitive contract for services to Cask. Soriano then allowed Cask to draft the contract requirements and the price the government was expected to pay, and took other actions to ensure that Cask was awarded the “competitive” contract.

    To conceal their activities, Larsen, Cask and Soriano failed to disclose organizational conflicts of interest in relation to their contracting efforts and that Cask was affiliated to other companies in its “family” of companies, including two Native Hawaiian 8(a) companies that were subcontracting millions of dollars of work on 8(a) contracts to Cask.

    Soriano has already pleaded guilty to multiple bribery schemes, including facts related to his relationship with Larsen and Cask. He is scheduled to be sentenced in May 2025.

    “Defense contracts support our military, and as such play an important role in keeping us all safe,” said U.S. Attorney Tara K. McGrath. “Allowing bribery and corruption to dictate who obtains those important contracts undermines the system and dishonors our defense operations.”

    “This newest indictment is another constructive step toward accountability in this ongoing multi-year investigation,” said Bryan D. Denny, Special Agent in Charge for the Department of Defense Office of Inspector General, Defense Criminal Investigative Service, Western Field Office. “Mr. Larsen and Cask Technologies are accused of feeding their own greed by knowingly corrupting the government’s acquisition process and some government officials at the expense of our nation’s warfighters and taxpayers.”

    “The allegations in this case highlight the serious repercussions of undermining the integrity of the Department of the Navy’s procurement process. By prioritizing personal gain over fair competition, such actions can compromise the readiness and, potentially, the safety of our warfighters,” said Special Agent in Charge Greg Gross of the NCIS Economic Crimes Field Office. “We, alongside our investigative partners, are committed to exposing unlawful activity and restoring public trust in the systems designed to protect our nation’s security.”

    “This case demonstrates our commitment to working with our law enforcement partners to root out fraud and corruption in government contracting,” said Weston King, SBA OIG Western Region Special Agent in Charge. “These defendants are accused of working together to exploit the 8(a) program, actions that would defraud the government but also compromise the integrity of the program designed to uplift deserving entrepreneurs. I would like to thank the U.S. Attorney’s Office and law enforcement partners for their continued pursuit of justice and holding accountable those who engage in fraudulent schemes.”

    “This indictment demonstrates IRS CI’s commitment to leaving no stone unturned when we investigate DOD contract fraud,” said Special Agent in Charge Tyler Hatcher, IRS Criminal Investigation, Los Angeles Field Office. “Those who undermine the DOD contracting process put our warfighters at risk, and we will not rest on a case until we find all complicit parties and the evidence necessary to bring them to court.”

    This case is being prosecuted by Assistant U.S. Attorneys Patrick Swan and Katherine McGrath.

    DEFENDANTS                                 Case Number 24cr2111-TWR                       

    Mark Larsen                                        Age: 46                                   San Diego, CA

    Cask Technologies, LLC                                                                   Stafford, VA

    SUMMARY OF CHARGES

    Conspiracy to Commit Bribery – Title 18, U.S.C., Section 371

    Maximum penalty: Five years in prison; $250,000 fine

    Bribery – Title 18, U.S.C., Section 201

    Maximum penalty: Fifteen years in prison; $250,000 fine for an individual or $500,000 for an organization, or three times the monetary equivalent of the thing of value, whichever is greater.

    INVESTIGATING AGENCIES

    Defense Criminal Investigative Service

    Naval Criminal Investigative Service

    Small Business Administration – Office of Inspector General

    Internal Revenue Service Criminal Investigation

    Department of Health and Human Services – Office of Inspector General

    *The charges and allegations contained in an indictment or complaint are merely accusations, and the defendants are considered innocent unless and until proven guilty.

    If you have information regarding fraud, waste, or abuse relating to Department of Defense personnel or operations, please contact the DoD Hotline at 800-424-9098.

                                                                                   

    MIL Security OSI

  • MIL-OSI: International Petroleum Corporation to release Third Quarter 2024 Financial and Operational Results on November 5, 2024

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, Oct. 31, 2024 (GLOBE NEWSWIRE) — International Petroleum Corporation (IPC) (TSX, Nasdaq Stockholm: IPCO) will publish its financial and operating results and related management’s discussion and analysis for the three and nine months ended September 30, 2024, on Tuesday, November 5, 2024 at 07:30 CET, followed by an audiocast at 09:00 CET.

    Listen to William Lundin, President and CEO, and Christophe Nerguararian, CFO, commenting on the third quarter 2024 financial and operating results and the latest developments from IPC.

    Follow the presentation live starting at 09:00 CET on Tuesday, November 5, 2024 on www.international-petroleum.com or using the link/dial-in details below:

    Presentation Link: ipc.videosync.fi/2024-11-05-q3

    Dial-in numbers  Canada/USA: +1 786 697 3501
      UK: +44 33 0551 0200
      Sweden: +46 8 50520424
         
    Password Quote “IPC Q3” when prompted by the operator
       

    International Petroleum Corp. (IPC) is an international oil and gas exploration and production company with a high quality portfolio of assets located in Canada, Malaysia and France, providing a solid foundation for organic and inorganic growth. IPC is a member of the Lundin Group of Companies. IPC is incorporated in Canada and IPC’s shares are listed on the Toronto Stock Exchange (TSX) and the Nasdaq Stockholm under the symbol “IPCO”.

    For further information, please contact:

    Rebecca Gordon
    SVP Corporate Planning and Investor Relations
    rebecca.gordon@international-petroleum.com
    Tel: +41 22 595 10 50

    Or

    Robert Eriksson
    Media Manager
    reriksson@rive6.ch
    Tel: +46 701 11 26 15

    Forward-Looking Statements
    This press release contains statements and information which constitute “forward-looking statements” or “forward-looking information” (within the meaning of applicable securities legislation). Such statements and information (together, “forward-looking statements”) relate to future events, including the Corporation’s future performance, business prospects or opportunities. Actual results may differ materially from those expressed or implied by forward-looking statements. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. Forward-looking statements speak only as of the date of this press release, unless otherwise indicated. IPC does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by applicable laws.

    All statements other than statements of historical fact may be forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, forecasts, guidance, budgets, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “forecast”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “budget” and similar expressions) are not statements of historical fact and may be “forward-looking statements”.

    The MIL Network

  • MIL-OSI Europe: Commission reports on progress and priorities for candidate countries to join EU

    Source: European Union 2

    The Commission has adopted the 2024 enlargement reports, which offer a detailed assessment of the state of play and the progress made by the countries seeking to join the European Union. The reports also provide guidance on key reform priorities for each country.

    The reports cover:

    • Georgia
    • Moldova
    • Türkiye
    • Ukraine
    • Western Balkans (Albania, Bosnia and Herzegovina, Kosovo, Montenegro, North Macedonia, Serbia)

    The enlargement process gained new momentum throughout 2023 and 2024 with several enlargement countries making progress on their respective paths towards EU accession. However, countries must focus on accelerating structural reforms to enable sustainable growth and make progress in meeting the economic criteria for EU membership. This involves ensuring functioning market economies and demonstrating they can withstand the competitive pressures of the EU market. Additionally, their economic policies should align with the green and digital transition goals.

    The enlargement process is merit-based and depends on the progress made by each of the partners. They must implement irreversible reforms in all areas of EU law, with special emphasis on the fundamentals of the enlargement process. The EU supports the enlargement countries through financing instruments and tools. In addition to the Economic and Investment Plan, the €6 billion Reform and Growth Facility for the Western Balkans and the €50 billion Ukraine Facility aim to bring forward some of the benefits of single market access to these countries before they join the EU. Similarly, the recent €1.8 billion Growth Plan for Moldova will support its socio-economic reforms and boost investment.

    For more information

    Press release: Commission adopts 2024 Enlargement Package

    2024 Communication on EU Enlargement Policy

    How enlargement works

    Factsheet on the EU accession process

    Economic and Investment Plan for Western Balkans

    New Growth Plan for the Western Balkans

    Ukraine Facility

    Growth Plan for Moldova

    Albania: Report; Country factsheet

    Bosnia and Herzegovina:  Report; Country factsheet

    Kosovo:  Report; Country factsheet

    Montenegro:  Report; Country factsheet

    NorthMacedonia: Report; Country factsheet

    Serbia: Report; Country factsheet

    Georgia: Report; Country factsheet

    Moldova: Report; Country factsheet

    Ukraine:  Report; Country factsheet

    Türkiye:  Report; Country factsheet

    MIL OSI Europe News

  • MIL-OSI: Aurora Mobile to Report Third Quarter 2024 Financial Results on November 14, 2024

    Source: GlobeNewswire (MIL-OSI)

    SHENZHEN, China, Oct. 31, 2024 (GLOBE NEWSWIRE) — Aurora Mobile Limited (NASDAQ: JG) (“Aurora Mobile” or the “Company”), a leading provider of customer engagement and marketing technology services in China, today announced that it will release its unaudited financial results for the third quarter ended September 30, 2024 before the open of U.S. markets on Thursday, November 14, 2024.

    Aurora Mobile’s management will host an earnings conference call on Thursday, November 14, 2024 at 7:30 a.m. U.S. Eastern Time (8:30 p.m. Beijing time on the same day).

    All participants must register in advance to join the conference using the link provided below. Please dial in 15 minutes before the call is scheduled to begin. Conference access information will be provided upon registration.

    Participant Online Registration: https://register.vevent.com/register/BIbffdeba3d6fd4cb59da31309ca6efd3f

    A live and archived webcast of the conference call will be available on the Investor Relations section of Aurora Mobile’s website at https://ir.jiguang.cn/.

    About Aurora Mobile Limited

    Founded in 2011, Aurora Mobile (NASDAQ: JG) is a leading provider of customer engagement and marketing technology services in China. Since its inception, Aurora Mobile has focused on providing stable and efficient messaging services to enterprises and has grown to be a leading mobile messaging service provider with its first-mover advantage. With the increasing demand for customer reach and marketing growth, Aurora Mobile has developed forward-looking solutions such as Cloud Messaging and Cloud Marketing to help enterprises achieve omnichannel customer reach and interaction, as well as artificial intelligence and big data-driven marketing technology solutions to help enterprises’ digital transformation.

    For more information, please visit https://ir.jiguang.cn/

    For more information, please contact:

    Aurora Mobile Limited
    E-mail: ir@jiguang.cn

    Christensen

    In China
    Ms. Xiaoyan Su
    Phone: +86-10-5900-1548
    E-mail: Xiaoyan.Su@christensencomms.com  

    In US
    Ms. Linda Bergkamp
    Phone: +1-480-614-3004
    Email: linda.bergkamp@christensencomms.com

    The MIL Network

  • MIL-OSI Asia-Pac: Speech by FS at SAB Invest Hang Seng Hong Kong ETF Listing Ceremony (English only) (with photos)

    Source: Hong Kong Government special administrative region

         Following is the speech by the Financial Secretary, Mr Paul Chan, at the SAB Invest Hang Seng Hong Kong ETF Listing Ceremony in Riyadh, Saudi Arabia, today (October 31, Riyadh time):
     
    Diana (Executive Director and Chief Executive of Hang Seng Bank, Ms Diana Ferreira Cesar), Rosita (Director and Chief Executive Officer of Hang Seng Investment Management Limited, Ms Rosita Lee), Mr Al-Hussan (Chairman of the Board of Directors of the Saudi Exchange, Mr Khalid Abdullah Al-Hussan), distinguished guests, ladies and gentlemen,
     
         Good morning. It is a great pleasure to join you today in celebrating the fast-growing financial collaboration between Hong Kong and Saudi Arabia.
     
         I am delighted to congratulate SAB, Hang Seng Investment Management and the Saudi Tadawul for this cheering listing.
          
         Following last November’s listing, on the Hong Kong Stock Exchange, of the first Asian ETF (exchange-traded fund) investing in Saudi Arabia, the SAB Invest Hang Seng Hong Kong ETF is just another remarkable product that encourages mutual access of our two markets.
          
         Today’s ETF invests into the Tracker Fund of Hong Kong, which tracks more than 80 of the largest, most liquid stocks on the Hong Kong Stock Exchange. It creates another channel for Saudi investors to participate in Hong Kong’s equity market on a diversified basis, covering such key sectors as finance, technology and property, in Hong Kong and Mainland China.
          
         And the Tracker Fund itself is an eligible ETF for Southbound trading under our Stock Connect Scheme with the Mainland, meaning that it will enjoy the liquidity of the investment from the Mainland, too.
     
         The Hong Kong Stock market is, of course, a global market, boasting capitalisation of more than US$4.5 trillion. That’s 12 times our GDP.
          
         It counts more than 2 600 listed companies, including some 1 460 from the Mainland. And they represent nearly 80 per cent of our market capitalisation. In other words, HK is the global fund raising platform for Mainland companies.
          
         Investing in our market, by extension, is investing in the Mainland economy, which will prove to be a rewarding endeavour as our country, China, is forecast to grow on a relatively faster pace on a sustainable basis for the long term.
     
         But the benefits are much more. Last year, we reached an MOU with the Saudi Tadawul, enhancing co-operation in such areas as cross-listings.  We also encourage Saudi issuers to secondary list on our Stock Exchange.  We believe these will be important steps to drive more mutual flow of capital, and widening the accessibility to both markets and enhancing their liquidity.
     
         Hong Kong is connecting issuers, investors and capital around the world and are forging more two-way capital flows with the Middle East, China, Asia and beyond.
     
         I’m glad that the ETF listed today is helping to deepen our efforts in connecting emerging markets with global capital. It is more than a financial product; it signifies our determination to create innovative ways to co-operate, to realise mutually rewarding opportunities with Saudi Arabia and the Middle East.
     
         I would like to thank all the parties for your hard work.  And for that, I look forward to more mutually beneficial cross-border financial innovation to emerge to benefit our markets and our people.
     
         I wish you all the best of business, and investing, long down this 21st century of opportunity. Thank you.      

    MIL OSI Asia Pacific News

  • MIL-OSI United Kingdom: UK approves use of export finance to secure critical minerals

    Source: United Kingdom – Executive Government & Departments 4

    UK Export Finance can now provide financial support for overseas projects that source critical minerals for use in major UK industries.

    Lithium, an example of a critical mineral

    • Chancellor announces availability of export credit financing to help British industries access a stable, long-term supply of critical minerals. 

    • There is high global demand for critical minerals which are increasingly vital to long-term industrial growth, emerging technology and the net zero transition. 

    The Chancellor has announced that UK Export Finance (UKEF), the government’s export credit agency, will offer financial support for overseas projects that supply critical minerals fuelling UK industrial growth and the net zero transition.  

    By securing contracts which increase and diversify UK access to critical minerals, this will help the UK to build economic resilience and lower the risk of supply-chain disruption in major industries like automotive, defence and aerospace. 

    ‘Critical minerals’ are raw materials like lithium, graphite and cobalt which are essential to the UK’s largest exporting sectors. They are used in range of emerging and sustainable technologies like electric vehicles, solar panels and wind turbines. 

    Financing will be offered in the form of credit guarantees to overseas companies, helping them access debt financing for projects which supply UK exporters with critical mineral products – including both raw and processed materials.  

    It is expected that UKEF will work with other ECAs and public financial institutions to finance eligible projects and support investment into new supply routes.   

    This would make it easier for UK manufacturers to secure contracts with critical mineral suppliers in countries with vast mineral deposits, including Australia, which holds large deposits of lithium.  

    Jonathan Reynolds, Secretary of State for Business and Trade, said: 

    There is intense global competition for critical minerals like lithium, tin and cobalt which are essential for industrial growth, British industries and our journey towards net zero. 

    As the energy transition pushes demand to new highs, this financing offer will help UK companies to get a seat at the table, build international partnerships and secure their critical mineral needs.  

    Helping exporters to access these vital resources will support UK industrial growth and our leadership in emerging technology.

    Kirsty Benham, Chief Executive Officer, Critical Minerals Association (UK), said:  

    We welcome the new export finance offering for critical minerals, which supports UK manufacturers and supply chain security. The offer demonstrates the importance of critical minerals to UK Government, and showcases the UK’s strengths as a serious buyer of these strategically important materials.  

    We look forward to working closely with UKEF and supporting the development of this offer into secure, resilient, responsible critical mineral supply chains for the UK and MSP partners.

    Sean Sargent, Chief Executive Officer, Green Lithium, added: 

    Green Lithium’s refinery in Teesside will be a future importer of critical raw materials and, following processing, a UK exporter of battery chemicals. This new export finance offering from UKEF is precisely the sort of initiative that will help UK businesses strengthen relationships with international partners and contribute to the development of stronger international supply chains, while also supporting critical minerals industrial development in the UK.  

    It is a welcome development from the UK Government, and a facility that will be of interest to several of our international supply chain partners.

    The UK government is a founding member of the US-initiated Minerals Security Partnership (MSP), which aims to help member economies secure a stable access to critical minerals. 

    Today’s announcement follows the recent launch of an MSP finance network, in which UKEF is working with other export credit agencies and financial bodies to help de-risk and increase financing for critical minerals projects.  

    UKEF has also used its existing products to support UK capability in critical minerals production. It recently announced a guarantee supporting machinery exports to one of Central Asia’s largest copper-production facilities.

    Contact

    Media enquiries:

    Updates to this page

    Published 31 October 2024

    MIL OSI United Kingdom

  • MIL-OSI: Virtune Reaches 1 Billion SEK in Assets Under Management

    Source: GlobeNewswire (MIL-OSI)

    Stockholm, 31st of October 2024 – Virtune, a leading Swedish regulated crypto asset manager and issuer of exchange-traded products (ETP), announces that it has reached one billion SEK in assets under management.

    Virtune is proud to announce that it has reached a significant milestone in its growth journey by achieving 1 billion SEK in assets under management (AUM). This marks an important step in the vision of becoming the leading asset manager within crypto in the Nordics. Virtune offers 100% physically backed exchange-traded products within crypto that are available for both institutional and private investors and collaborates with industry-leading partners such as Coinbase as the custodian.

    Since its inception, Virtune has been committed to educating the market about exchange-traded products, crypto assets, the market development, and how Bitcoin and other crypto assets can form a natural part of a traditional investment portfolio. In addition to this, Virtune is driving the development of crypto assets forward by listing innovative and reliable crypto ETPs that meet the market’s demands for transparency, security, and growth. This success reflects the trust of Nordic investors and the hard work of the Virtune team.

    Virtune’s products are listed on Nasdaq Stockholm, Euronext Amsterdam, Euronext Paris, and Boerse Stuttgart. Virtune’s product portfolio today includes 12 ETPs, divided into three categories:

    Single asset ETPs that provide exposure to a single crypto asset:
    Virtune Bitcoin ETP
    Virtune XRP ETP
    Virtune Avalanche ETP
    Virtune Chainlink ETP
    Virtune Arbitrum ETP

    Staked single asset ETPs that provide exposure to a single crypto asset combined with staking for enhanced returns:
    Virtune Staked Ethereum ETP
    Virtune Staked Solana ETP
    Virtune Staked Polkadot ETP
    Virtune Staked Cardano ETP
    Virtune Staked Polygon ETP

    Index ETPs that provide exposure to a basket of 10 leading crypto assets:
    Virtune Crypto Top 10 Index ETP SEK
    Virtune Crypto Top 10 Index ETP EUR

    Christopher Kock, CEO of Virtune, comments: “Today, Virtune reached a critical milestone as we exceeded 1 billion SEK in assets under management. Since our market entry on May 15, 2023, we have been passionate and dedicated in educating the market about crypto assets as an asset class and their purpose, as well as about exchange-traded products in a professional and transparent manner. We are pleased with the strong reception in the Nordic market with accelerating interest also from Nordic institutional investors. We will continue our tireless work and the entire Virtune team is fully motivated and engaged in our mission to drive the acceptance of crypto assets forward among institutional and retail investors in the Nordics. We look forward to accelerating our growth further and achieving many more milestones ahead.”

    If you, as an (institutional) investor, are interested in meeting Virtune to discuss the possibilities with our ETPs for your asset management/discretionary asset management offering, to learn more about Virtune and/or the company’s ETPs, please do not hesitate to contact us at hello@virtune.com. You can also read more about Virtune and our ETPs on www.virtune.com and register your email address on our website to subscribe to our newsletters that covers updates on Virtune’s upcoming ETP launches and other news related to digital assets.

    Stockholm, 31st of October 2024

    Press contact

    Christopher Kock, CEO Virtune AB (Publ)
    Christopher@virtune.com
    +46 70 073 45 64

    Virtune with its headquarters in Stockholm is a fully regulated Swedish digital asset manager and issuer of crypto exchange traded products on regulated European exchanges. With regulatory compliance, strategic collaborations with industry leaders and our proficient team, we empower investors on a global level to access innovative and sophisticated investment products that are aligned with the evolving landscape of the global crypto market.

    Cryptocurrency investments are associated with high risk. Virtune does not provide investment advice. Investments are made at your own risk. Securities may increase or decrease in value, and there is no guarantee that you will recover your invested capital. Please read the prospectus, KID, terms at www.virtune.com.

    The MIL Network

  • MIL-OSI Video: | Finance Minister Enoch Godongwana presents the Medium Term Budget Policy Statement

    Source: Republic of South Africa (video statements)

    Finance Minister Enoch Godongwana presents the Medium Term Budget Policy Statement

    Stay updated, South Africa! Subscribe to The Presidency’s Channel here: https://www.youtube.com/@PresidencyZA/?sub_confirmation=1.

    Checkout more: http://www.thepresidency.gov.za

    Get Social
    Facebook ► https://www.facebook.com/PresidencyZA
    Instagram ► https://www.instagram.com/presidencyza/?hl=en
    Twitter ► @PresidencyZA

    #ThePresidencyofSouthAfrica #PresidencyZA

    https://www.youtube.com/watch?v=n3nQKxTcvxY

    MIL OSI Video

  • MIL-OSI: Radware Reports Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Third Quarter 2024 Financial Results and Highlights

    • Revenue of $69.5 million, an increase of 13% yearoveryear
    • Cloud ARR of $71.6 million, an increase of 15% year-over-year
    • Non-GAAP diluted EPS of $0.23 vs. $0.07 in Q3 2023; GAAP diluted EPS of $0.07 vs. $(0.16) in Q3 2023
    • Cash flow from operations of $14.7 million and $58.9 million year-to-date

    TEL AVIV, Israel, Oct. 31, 2024 (GLOBE NEWSWIRE) — Radware® (NASDAQ: RDWR), a leading provider of cyber security and application delivery solutions, today announced its consolidated financial results for the third quarter ended September 30, 2024.

    “We are pleased to report solid third-quarter results, highlighted by 13% year-over-year revenue growth and a significant improvement in profitability and cash flow from operations,” said Roy Zisapel, Radware’s President and CEO. “Our results reflect double-digit growth in subscription revenue, strong sales of software subscriptions, and the ongoing success of DefensePro X, which carries with it more subscription revenue. We are excited about the momentum we’ve built and our future growth prospects.”

    Financial Highlights for the Third Quarter 2024
    Revenue for the third quarter of 2024 totaled $69.5 million:

    • Revenue in the Americas region was $27.7 million for the third quarter of 2024, an increase of 11% from $24.9 million in the third quarter of 2023.
    • Revenue in the Europe, Middle East, and Africa (“EMEA”) region was $25.2 million for the third quarter of 2024, an increase of 30% from $19.3 million in the third quarter of 2023.
    • Revenue in the Asia-Pacific (“APAC”) region was $16.6 million for the third quarter of 2024, a decrease of 5% from $17.4 million in the third quarter of 2023.

    GAAP net income for the third quarter of 2024 was $3.1 million, or $0.07 per diluted share, compared to GAAP net loss of $6.9 million, or $(0.16) per diluted share, for the third quarter of 2023.

    Non-GAAP net income for the third quarter of 2024 was $10.2 million, or $0.23 per diluted share, compared to non-GAAP net income of $2.9 million, or $0.07 per diluted share, for the third quarter of 2023.

    As of September 30, 2024, the Company had cash, cash equivalents, short-term and long-term bank deposits, and marketable securities of $411.7 million. Cash flow from operations was $14.7 million in the third quarter of 2024.

    Non-GAAP results are calculated excluding, as applicable, the impact of stock-based compensation expenses, amortization of intangible assets, litigation costs, acquisition costs, restructuring costs, exchange rate differences, net on balance sheet items included in financial income, net, and tax-related adjustments. A reconciliation of each of the Company’s non-GAAP measures to the most directly comparable GAAP measure is included at the end of this press release.

    Conference Call
    Radware management will host a call today, October 31, 2024, at 8:30 a.m. EDT to discuss its third quarter 2024 results and fourth quarter 2024 outlook. To participate on the call, please use the following numbers:
    U.S. participants call toll free: 888-510-2008
    International participants call: 1 646-960-0306
    Conference ID: 1864701

    A replay will be available for two days, starting two hours after the end of the call, on telephone number +1-609-800-9099 or (US toll-free) 800-770-2030. Passcode 1864701.

    The call will be webcast live on the Company’s website at: http://www.radware.com/IR/. The webcast will remain available for replay during the next 12 months.

    Use of Non-GAAP Financial Information and Key Performance Indicators
    In addition to reporting financial results in accordance with generally accepted accounting principles (GAAP), Radware uses non-GAAP measures of gross profit, research and development expense, selling and marketing expense, general and administrative expense, total operating expenses, operating income, financial income, net, income before taxes on income, taxes on income, net income and diluted earnings per share, which are adjustments from results based on GAAP to exclude, as applicable, stock-based compensation expenses, amortization of intangible assets, litigation costs, acquisition costs, restructuring costs, exchange rate differences, net on balance sheet items included in financial income, net, and taxrelated adjustments. Management believes that exclusion of these charges allows for meaningful comparisons of operating results across past, present, and future periods. Radware’s management believes the non-GAAP financial measures provided in this release are useful to investors for the purpose of understanding and assessing Radware’s ongoing operations. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure is included with the financial information contained in this press release. Management uses both GAAP and non-GAAP financial measures in evaluating and operating the business and, as such, has determined that it is important to provide this information to investors.

    Annual recurring revenue (“ARR”) is a key performance indicator defined as the annualized value of booked orders for term-based cloud services, subscription licenses, and maintenance contracts that are in effect at the end of a reporting period. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast of future revenue, which can be impacted by contract start and end dates and renewal rates and does not include revenue reported as perpetual license or professional services revenue in our consolidated statement of operations. We consider ARR a key performance indicator of the value of the recurring components of our business.

    Safe Harbor Statement

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

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

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

    ©2024 Radware Ltd. All rights reserved. Any Radware products and solutions mentioned in this press release are protected by trademarks, patents, and pending patent applications of Radware in the U.S. and other countries. For more details, please see: https://www.radware.com/LegalNotice/. All other trademarks and names are property of their respective owners.

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

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

    CONTACTS
    Investor Relations:
    Yisca Erez, +972-72-3917211, ir@radware.com

    Media Contact:
    Gerri Dyrek, gerri.dyrek@radware.com

    Radware Ltd.
    Condensed Consolidated Balance Sheets
    (U.S. Dollars in thousands)
           
      September 30,   December 31,
      2024   2023
      (Unaudited)   (Unaudited)
    Assets      
           
    Current assets      
    Cash and cash equivalents 115,416   70,538
    Marketable securities 94,809   86,372
    Short-term bank deposits 111,998   173,678
    Trade receivables, net 19,963   20,267
    Other receivables and prepaid expenses 9,891   9,529
    Inventories 13,543   15,544
      365,620   375,928
           
    Long-term investments      
    Marketable securities 30,991   33,131
    Long-term bank deposits 58,468  
    Other assets 2,104   2,166
      91,563   35,297
           
           
    Property and equipment, net 16,499   18,221
    Intangible assets, net 12,742   15,718
    Other long-term assets 35,312   37,967
    Operating lease right-of-use assets 18,433   20,777
    Goodwill 68,008   68,008
    Total assets 608,177   571,916
           
    Liabilities and equity      
           
    Current liabilities      
    Trade payables 6,551   4,298
    Deferred revenues 109,924   105,012
    Operating lease liabilities 4,333   4,684
    Other payables and accrued expenses 46,427   41,021
      167,235   155,015
           
    Long-term liabilities      
    Deferred revenues 65,916   60,499
    Operating lease liabilities 13,658   16,020
    Other long-term liabilities 14,173   17,108
      93,747   93,627
           
    Equity      
    Radware Ltd. equity      
    Share capital 749   742
    Additional paid-in capital 548,240   529,209
    Accumulated other comprehensive income 593   77
    Treasury stock, at cost (366,588)   (365,749)
    Retained earnings 123,398   119,812
    Total Radware Ltd. shareholder’s equity 306,392   284,091
           
    Non–controlling interest 40,803   39,183
           
    Total equity 347,195   323,274
           
    Total liabilities and equity 608,177   571,916
           
    Radware Ltd.
    Condensed Consolidated Statements of Income (Loss)

    (U.S Dollars in thousands, except share and per share data) 
                     
        For the three months ended   For the nine months ended
        September 30,   September 30,
        2024   2023   2024   2023
        (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
                     
    Revenues   69,488   61,612   201,849   196,260
    Cost of revenues   13,392   12,838   39,260   38,886
    Gross profit   56,096   48,774   162,589   157,374
                     
    Operating expenses, net:                
    Research and development, net   18,654   20,614   56,251   62,905
    Selling and marketing   30,500   30,532   89,945   94,368
    General and administrative   6,948   7,824   21,271   24,378
    Total operating expenses, net   56,102   58,970   167,467   181,651
                     
    Operating loss   (6)   (10,196)   (4,878)   (24,277)
    Financial income, net   4,957   3,778   12,982   10,688
    Income (loss) before taxes on income   4,951   (6,418)   8,104   (13,589)
    Taxes on income   1,807   433   4,518   2,151
    Net income (loss)   3,144   (6,851)   3,586   (15,740)
                     
    Basic net income (loss) per share attributed to Radware Ltd.’s shareholders   0.07   (0.16)   0.09   (0.36)
                     
    Weighted average number of shares used to compute basic net income (loss) per share   41,956,001   42,261,637   41,854,984   43,232,405
                     
    Diluted net income (loss) per share attributed to Radware Ltd.’s shareholders   0.07   (0.16)   0.08   (0.36)
                     
    Weighted average number of shares used to compute diluted net income (loss) per share   43,573,161   42,261,637   43,199,279   43,232,405
                     
      Radware Ltd.
    Reconciliation of GAAP to Non-GAAP Financial Information
    (U.S Dollars in thousands, except share and per share data)
                     
        For the three months ended   For the nine months ended
        September 30,   September 30,
        2024   2023   2024   2023
        (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
    GAAP gross profit 56,096   48,774   162,589   157,374
      Share-based compensation 81   177   240   403
      Amortization of intangible assets 992   992   2,976   2,976
    Non-GAAP gross profit 57,169   49,943   165,805   160,753
                     
    GAAP research and development, net 18,654   20,614   56,251   62,905
      Share-based compensation 1,421   2,064   4,679   6,200
    Non-GAAP Research and development, net 17,233   18,550   51,572   56,705
                     
    GAAP selling and marketing 30,500   30,532   89,945   94,368
      Share-based compensation 2,548   2,134   7,708   9,065
      Restructuring costs   1,273     1,273
    Non-GAAP selling and marketing 27,952   27,125   82,237   84,030
                     
    GAAP general and administrative 6,948   7,824   21,271   24,378
      Share-based compensation 2,008   2,884   6,480   9,483
      Acquisition costs 159   211   571   769
    Non-GAAP general and administrative 4,781   4,729   14,220   14,126
                     
    GAAP total operating expenses, net 56,102   58,970   167,467   181,651
      Share-based compensation 5,977   7,082   18,867   24,748
      Acquisition costs 159   211   571   769
      Restructuring costs   1,273     1,273
    Non-GAAP total operating expenses, net 49,966   50,404   148,029   154,861
                     
    GAAP operating loss (6)   (10,196)   (4,878)   (24,277)
      Share-based compensation 6,058   7,259   19,107   25,151
      Amortization of intangible assets 992   992   2,976   2,976
      Acquisition costs 159   211   571   769
      Restructuring costs   1,273     1,273
    Non-GAAP operating income (loss) 7,203   (461)   17,776   5,892
                     
    GAAP financial income, net 4,957   3,778   12,982   10,688
      Exchange rate differences, net on balance sheet items included in financial income, net (86)   37   (231)   (770)
    Non-GAAP financial income, net 4,871   3,815   12,751   9,918
                     
    GAAP income (loss) before taxes on income 4,951   (6,418)   8,104   (13,589)
      Share-based compensation 6,058   7,259   19,107   25,151
      Amortization of intangible assets 992   992   2,976   2,976
      Acquisition costs 159   211   571   769
      Restructuring costs   1,273     1,273
      Exchange rate differences, net on balance sheet items included in financial income, net (86)   37   (231)   (770)
    Non-GAAP income before taxes on income 12,074   3,354   30,527   15,810
                     
    GAAP taxes on income 1,807   433   4,518   2,151
      Tax related adjustments 62   62   185   185
    Non-GAAP taxes on income 1,869   495   4,703   2,336
                     
    GAAP net income (loss) 3,144   (6,851)   3,586   (15,740)
      Share-based compensation 6,058   7,259   19,107   25,151
      Amortization of intangible assets 992   992   2,976   2,976
      Acquisition costs 159   211   571   769
      Restructuring costs   1,273     1,273
      Exchange rate differences, net on balance sheet items included in financial income, net (86)   37   (231)   (770)
      Tax related adjustments (62)   (62)   (185)   (185)
    Non-GAAP net income 10,205   2,859   25,824   13,474
                     
    GAAP diluted net income (loss) per share 0.07   (0.16)   0.08   (0.36)
      Share-based compensation 0.14   0.17   0.45   0.57
      Amortization of intangible assets 0.02   0.03   0.07   0.07
      Acquisition costs 0.00   0.00   0.01   0.02
      Restructuring costs 0.00   0.03   0.00   0.03
      Exchange rate differences, net on balance sheet items included in financial income, net (0.00)   0.00   (0.01)   (0.02)
      Tax related adjustments (0.00)   (0.00)   (0.00)   0.00
    Non-GAAP diluted net earnings per share 0.23   0.07   0.60   0.31
                     
                     
    Weighted average number of shares used to compute non-GAAP diluted net earnings per share 43,573,161   43,163,159   43,199,279   44,058,549
                   
    Radware Ltd.
     Condensed Consolidated Statements of Cash Flow
    (U.S. Dollars in thousands)
                     
        For the three months ended   For the nine months ended
        September 30,   September 30,
        2024   2023   2024   2023
        (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
    Cash flow from operating activities:                
                     
    Net income (loss)   3,144   (6,851)   3,586   (15,740)
    Adjustments to reconcile net income (loss) to net cash provided by operating activities:                
    Depreciation and amortization   2,947   3,025   8,918   9,216
    Share-based compensation   6,058   7,259   19,107   25,151
    Amortization of premium, accretion of discounts and accrued interest on marketable securities, net   (234)   161   (227)   1,116
    Loss related to securities, net         244
    Increase (decrease) in accrued interest on bank deposits   (814)   (2,289)   4,645   (3,814)
    Increase (decrease) in accrued severance pay, net   147   (401)   106   (506)
    Decrease in trade receivables, net   5,536   4,448   304   5,380
    Decrease (increase) in other receivables and prepaid expenses and other long-term assets   749   (215)   1,155   (2,541)
    Decrease (increase) in inventories   253   (671)   2,001   (1,566)
    Increase (decrease) in trade payables   2,474   (1,778)   2,253   (395)
    Increase (decrease) in deferred revenues   (6,059)   (12,311)   10,329   (11,095)
    Increase (decrease) in other payables and accrued expenses   259   644   7,052   (10,798)
    Operating lease liabilities, net   248   (804)   (369)   (805)
    Net cash provided by (used in) operating activities   14,708   (9,783)   58,860   (6,153)
                     
    Cash flows from investing activities:                
                     
    Purchase of property and equipment   (1,412)   (1,130)   (4,220)   (4,493)
    Proceeds from other long-term assets, net   46   29   40   77
    Proceeds from (investment in) bank deposits, net   9,731   21,145   (1,433)   51,345
    Investment in, redemption of and purchase of marketable securities, net   5,541   2,228   (4,456)   347
    Net cash provided by (used in) investing activities   13,906   22,272   (10,069)   47,276
                     
    Cash flows from financing activities:                
                     
    Proceeds from exercise of share options       3   308
    Repurchase of shares     (20,648)   (839)   (53,131)
    Payment of contingent consideration related to acquisition     (2,063)   (3,077)   (2,063)
    Net cash used in financing activities     (22,711)   (3,913)   (54,886)
                     
    Increase (decrease) in cash and cash equivalents   28,614   (10,222)   44,878   (13,763)
    Cash and cash equivalents at the beginning of the period   86,802   42,644   70,538   46,185
    Cash and cash equivalents at the end of the period   115,416   32,422   115,416   32,422
                     
      Radware Ltd.
    RECONCILIATION OF GAAP NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA (NON-GAAP)

    (U.S Dollars in thousands)
                     
        For the three months ended   For the nine months ended
        September 30,   September 30,
        2024   2023   2024   2023
        (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
    GAAP net income (loss) 3,144   (6,851)   3,586   (15,740)
      Exclude: Financial income, net (4,957)   (3,778)   (12,982)   (10,688)
      Exclude: Depreciation and amortization expense 2,947   3,025   8,918   9,216
      Exclude: Taxes on income 1,807   433   4,518   2,151
    EBITDA 2,941   (7,171)   4,040   (15,061)
                     
      Share-based compensation 6,058   7,259   19,107   25,151
      Restructuring costs   1,273     1,273
      Acquisition costs 159   211   571   769
    Adjusted EBITDA 9,158   1,572   23,718   12,132
                     
                     
        For the three months ended   For the nine months ended
        September 30,   September 30,
        2024   2023   2024   2023
      Amortization of intangible assets 992   992   2,976   2,976
      Depreciation 1,955   2,033   5,942   6,240
        2,947   3,025   8,918   9,216
                     

    The MIL Network

  • MIL-OSI: Cenovus announces third quarter 2024 results

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, Oct. 31, 2024 (GLOBE NEWSWIRE) — Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) today announced its financial and operating results for the third quarter of 2024. The company generated nearly $2.5 billion in cash from operating activities, $2.0 billion of adjusted funds flow and $614 million of free funds flow in the quarter. Upstream production of more than 771,000 barrels of oil equivalent per day (BOE/d)1 was slightly lower compared with the second quarter primarily because of turnaround activity at the Christina Lake oil sands facility. Turnaround impacts to production were lower than forecast, as Christina Lake completed its turnaround ahead of schedule. In the downstream, total throughput increased by about 20,000 barrels per day (bbls/d) from the second quarter to almost 643,000 bbls/d, and a major turnaround was successfully completed at the Lima Refinery.

    “We are efficiently and effectively progressing our major projects and our growth plan is on track to deliver increased production that will enhance shareholder returns for the long term,” said Jon McKenzie, Cenovus President & Chief Executive Officer. “With planned upstream and downstream maintenance activities behind us, we’re well positioned to deliver strong operations for the balance of the year and into 2025.”

    Recent highlights

    • Returned $1.1 billion of cash to shareholders in the third quarter, including $732 million in share purchases and base dividends of $329 million.
    • Completed the Christina Lake turnaround safely and well ahead of schedule, resulting in production from the asset exceeding the company’s forecast by 15,000 bbls/d to 20,000 bbls/d in the quarter.
    • Completed a major turnaround at the Lima Refinery on schedule, with pipeline connections to the Toledo Refinery enabling Lima crude runs to continue at a reduced rate, avoiding a full shutdown.
    • Began production from two new well pads at Sunrise which will ramp up in the fourth quarter, which are part of the Sunrise growth program.
    • Completed the SeaRose floating production, storage and offloading (FPSO) vessel asset life extension work with resumed volumes around year end, achieving a critical milestone for the West White Rose project.
    • All major projects remain on track to deliver significant growth with West White Rose, Foster Creek optimization, Sunrise growth program and Narrows Lake pipeline progressing as expected.

    Third-quarter results

    Financial summary

    ($ millions, except per share amounts) 2024 Q3 2024 Q2 2023 Q3
    Cash from (used in) operating activities 2,474 2,807 2,738
    Adjusted funds flow2 1,960 2,361 3,447
    Per share (diluted)2 1.05 1.26 1.81
    Capital investment 1,346 1,155 1,025
    Free funds flow2 614 1,206 2,422
    Excess free funds flow2 146 735 1,989
    Net earnings (loss) 820 1,000 1,864
    Per share (diluted) 0.42 0.53 0.97
    Long-term debt, including current portion 7,199 7,275 7,224
    Net debt 4,196 4,258 5,976


    Production and throughput

    (before royalties, net to Cenovus) 2024 Q3 2024 Q2 2023 Q3
    Oil and NGLs (bbls/d)1 630,500 656,300 652,400
    Conventional natural gas (MMcf/d) 844.6 867.2 867.4
    Total upstream production (BOE/d)1 771,300 800,800 797,000
    Total downstream throughput (bbls/d) 642,900 622,700 664,300

    1See Advisory for production by product type.
    2Non-GAAP financial measure or contains a non-GAAP financial measure. See Advisory.

    Operating results1

    Cenovus’s total revenues were approximately $14.2 billion in the third quarter, down from $14.9 billion in the prior quarter, primarily due to lower commodity prices, which impacted both upstream and downstream results. Planned turnaround activities reduced production, primarily at the Christina Lake oil sands facility and Rainbow Lake conventional operations, as well as in the Atlantic region due to the SeaRose FPSO asset life extension, and reduced throughput at the Lima Refinery.

    Upstream revenues were about $7.3 billion, down from $7.9 billion in the second quarter, while downstream revenues were approximately $9.2 billion, up from $9.1 billion in the prior quarter. Total operating margin3 was about $2.4 billion, compared with $2.9 billion in the previous quarter. Upstream operating margin4 was approximately $2.7 billion, down from $3.1 billion in the second quarter. The company had a downstream operating margin4 shortfall of $323 million in the third quarter as the Lima Refinery underwent a major planned turnaround, compared with a shortfall of $153 million in the previous quarter. In the third quarter, operating margin in U.S. Refining included approximately $209 million of first in, first out (FIFO) losses and about $100 million of turnaround expenses and improvement projects executed during the Lima turnaround.

    Total upstream production was 771,300 BOE/d in the third quarter, a decrease of 29,500 BOE/d from the prior quarter due to turnarounds at Christina Lake, Rainbow Lake and other Conventional facilities. Christina Lake production was 211,800 bbls/d, compared to 237,100 bbls/d in the second quarter, as a result of the planned turnaround activity. Production impacted by the Christina Lake turnaround was restored ahead of schedule. Foster Creek and Sunrise production increased quarter-over-quarter, with 198,000 bbls/d at Foster Creek compared with 195,000 bbls/d in the second quarter and Sunrise production of 50,400 bbls/d compared with 46,100 bbls/d in the second quarter. Production from the Lloydminster thermal and Lloydminster conventional heavy assets was 109,400 bbls/d and 16,300 bbls/d respectively, both slightly below the prior quarter.

    Production in the Conventional segment was 118,100 BOE/d in the third quarter, a slight decrease from 123,100 BOE/d in the second quarter, as turnaround activities were safely completed at Rainbow Lake and other Conventional facilities.

    In the Offshore segment, production was 65,500 BOE/d compared with 66,200 BOE/d in the second quarter. In Asia Pacific, sales volumes were 56,500 BOE/d, slightly lower than the previous quarter due to the completion of planned maintenance on the Liwan offshore platform and at the onshore Gaolan gas plant. In the Atlantic, production was 9,000 bbls/d, up from 8,400 bbls/d in the prior quarter as the non-operated Terra Nova field continues to ramp up to full rates. Planned maintenance work on the SeaRose FPSO was completed at the dry dock in Belfast and the vessel is returning to the White Rose field, with production expected to resume by year end.

    Refining throughput in the third quarter was 642,900 bbls/d, an increase from 622,700 bbls/d in the second quarter, primarily due to reduced maintenance activity. Crude throughput in Canadian Refining was 99,400 bbls/d in the third quarter, compared with 53,800 bbls/d in the previous quarter, with the increase primarily due to a major turnaround at the Lloydminster Upgrader which impacted second quarter throughput.

    In U.S. Refining, crude throughput was 543,500 bbls/d in the third quarter, compared with 568,900 bbls/d in the second quarter. Throughput decreased primarily due to a major turnaround at the Lima Refinery that commenced in September, which resulted in the plant running at reduced crude throughput rates. Market capture in the U.S. was lower than the previous quarter primarily due to inventory timing impacts, the Lima Refinery turnaround and unplanned outages in secondary units at the operated and non-operated refineries. Subsequent to the quarter, the turnaround at Lima was safely and successfully completed in October.

    3Non-GAAP financial measure. Total operating margin is the total of Upstream operating margin plus Downstream operating margin. See Advisory.
    4Specified financial measure. See Advisory.

    Financial results

    Cash from operating activities in the third quarter, which includes changes in non-cash working capital, was about $2.5 billion, compared with $2.8 billion in the second quarter. Adjusted funds flow was approximately $2.0 billion, compared with $2.4 billion in the prior period and excess free funds flow (EFFF) was $146 million, compared with $735 million in the previous quarter. Third-quarter financial results were impacted by lower benchmark prices, planned turnaround activity, unplanned outages, and a FIFO loss in the U.S. Refining segment. Net earnings in the third quarter were $820 million, compared with $1.0 billion in the previous quarter.

    Long-term debt, including the current portion, was $7.2 billion at September 30, 2024. Net debt decreased slightly from the prior quarter to approximately $4.2 billion at September 30, 2024, primarily due to free funds flow of $614 million and a release of non-cash working capital, offset by shareholder returns of $1.1 billion. Following the achievement of the net debt target in July 2024, the company continues to steward toward a net debt level near $4.0 billion and returning 100% of EFFF to shareholders over time in accordance with its financial framework.

    Growth projects and capital investments

    In the Oil Sands segment, the company continues to progress the tie-back of Narrows Lake, building a 17-kilometre pipeline connecting the reservoir to the Christina Lake processing facility, which will add between 20,000 bbls/d and 30,000 bbls/d of production. The project is approximately 93% constructed, as critical tie-ins to the Narrows Lake pipeline were completed during the Christina Lake turnaround. The project remains on track for first production mid-2025. At Sunrise, as part of the growth program, the company brought two new well pads online in the third quarter, which will continue to ramp up into the fourth quarter. One additional well pad will come online in early 2025. The optimization project at Foster Creek remains on schedule for startup by the middle of 2026, with most modules and major pieces of equipment in place and pipe installation underway. At the Lloydminster conventional heavy oil assets, 20 new production wells were drilled in the third quarter, positioning the company for growth from this business in 2025.

    The West White Rose project reached a significant milestone with the completion of the SeaRose FPSO asset life extension work at the dry dock in Belfast. The vessel is now sailing back to the White Rose field where reconnection and commissioning will take place to enable the existing field to resume production by year end. The West White Rose project is now approximately 85% complete and progressing on-schedule.

    Dividend declarations and share purchases

    The Board of Directors has declared a quarterly base dividend of $0.180 per common share, payable on December 31, 2024 to shareholders of record as of December 13, 2024.

    In addition, the Board has declared a quarterly dividend on each of the Cumulative Redeemable First Preferred Shares – Series 1, Series 2, Series 3, Series 5 and Series 7 – payable on December 31, 2024 to shareholders of record as of December 13, 2024 as follows:

    Preferred shares dividend summary

    Share series Rate (%) Amount ($/share)
    Series 1 2.577 0.16106
    Series 2 5.935 0.37296
    Series 3 4.689 0.29306
    Series 5 4.591 0.28694
    Series 7 3.935 0.24594

    All dividends paid on Cenovus’s common and preferred shares will be designated as “eligible dividends” for Canadian federal income tax purposes. Declaration of dividends is at the sole discretion of the Board and will continue to be evaluated on a quarterly basis.

    In the third quarter, the company returned approximately $1.1 billion to common shareholders, composed of $732 million from its purchase of 28.4 million shares through its normal course issuer bid (NCIB) and $329 million through base dividends.

    Since the share buyback program began in November 2021, as at October 28, Cenovus has purchased approximately 227 million common shares, delivering $5.3 billion in returns to shareholders. The current NCIB will expire on November 8, 2024. Cenovus has received approval from the Board of Directors to apply for another NCIB program. Cenovus will apply for approval to repurchase up to approximately 127 million of the company’s common shares, representing approximately 10% of its public float, as defined by the TSX.

    2024 planned maintenance

    The following table provides details on planned maintenance activities at Cenovus assets through 2024 and anticipated production or throughput impacts.

    Potential quarterly production/throughput impact (Mbbls/d or MBOE/d)

      Q4 Annualized impact
    Upstream
    Oil Sands 0-3 7-10
    Atlantic 6-9 7-10
    Conventional 2-4
    Downstream
    Canadian Refining 12-14
    U.S. Refining 5-10 9-12


    Sustainability

    Cenovus’s 2023 Corporate Social Responsibility report was issued in August, highlighting the company’s progress and performance related to safety, Indigenous reconciliation, and inclusion & diversity as well as its approach to governance. Cenovus remains committed to delivering on its environmental projects and performance, however recent changes to Canada’s Competition Act has created uncertainty and risk around the company’s ability to speak publicly about its actions.

    Conference call today
    8 a.m. Mountain Time (10 a.m. Eastern Time)

    Cenovus will host a conference call today, October 31, 2024, starting at 8 a.m. MT (10 a.m. ET).

    To join the conference call, please dial 888-307-2440 (toll-free in North America) or 647-694-2812 to reach a live operator who will join you into the call. A live audio webcast will also be available and archived for approximately 30 days.

    Advisory

    Basis of Presentation

    Cenovus reports financial results in Canadian dollars and presents production volumes on a net to Cenovus before royalties basis, unless otherwise stated. Cenovus prepares its financial statements in accordance with International Financial Reporting Standards (IFRS) Accounting Standards.

    Barrels of Oil Equivalent

    Natural gas volumes have been converted to barrels of oil equivalent (BOE) on the basis of six thousand cubic feet (Mcf) to one barrel (bbl). BOE may be misleading, particularly if used in isolation. A conversion ratio of one bbl to six Mcf is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil compared with natural gas is significantly different from the energy equivalency conversion ratio of 6:1, utilizing a conversion on a 6:1 basis is not an accurate reflection of value.

    Product types

    Product type by operating segment Three months ended
    September 30, 2024
    Oil Sands
    Bitumen (Mbbls/d) 569.6
    Heavy crude oil (Mbbls/d) 16.3
    Conventional natural gas (MMcf/d) 10.4
    Total Oil Sands segment production (MBOE/d) 587.7
    Conventional
    Light crude oil (Mbbls/d) 4.6
    Natural gas liquids (Mbbls/d) 21.1
    Conventional natural gas (MMcf/d) 554.8
    Total Conventional segment production (MBOE/d) 118.1
    Offshore
    Light crude oil (Mbbls/d) 9.0
    Natural gas liquids (Mbbls/d) 9.9
    Conventional natural gas (MMcf/d) 279.4
    Total Offshore segment production (MBOE/d) 65.5
    Total upstream production (MBOE/d) 771.3


    Forward‐looking Information

    This news release contains certain forward‐looking statements and forward‐looking information (collectively referred to as “forward‐looking information”) within the meaning of applicable securities legislation about Cenovus’s current expectations, estimates and projections about the future of the company, based on certain assumptions made in light of the company’s experiences and perceptions of historical trends. Although Cenovus believes that the expectations represented by such forward‐looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Forward‐looking information in this document is identified by words such as “anticipate”, “continue”, “deliver”, “expect”, “focus”, “plan”, “progress”, “steward”, “target” and “will” or similar expressions and includes suggestions of future outcomes, including, but not limited to, statements about:   returning Excess Free Funds Flow to shareholders; shareholder returns, including renewing the company’s normal course issuer bid; safety; growth plans and projects; Net Debt; production guidance; the optimization project at Foster Creek; the tie-back of Narrows Lake to Christina Lake; amount and timing of production at Narrows Lake; production and timing of well pads at Sunrise; drilling activity and production at the Conventional Heavy Oil assets; return of the Sea Rose FPSO to the White Rose Field and return of production; the construction of the West White Rose project; 2024 planned maintenance; and dividend payments.

    Developing forward‐looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to Cenovus and others that apply to the industry generally. The factors or assumptions on which the forward‐looking information in this news release are based include, but are not limited to: the allocation of free funds flow; commodity prices, inflation and supply chain constraints; Cenovus’s ability to produce on an unconstrained basis; Cenovus’s ability to access sufficient insurance coverage to pursue development plans; Cenovus’s ability to deliver safe and reliable operations and demonstrate strong governance; and the assumptions inherent in Cenovus’s 2024 corporate guidance available on cenovus.com.

    The risk factors and uncertainties that could cause actual results to differ materially from the forward‐looking information in this news release include, but are not limited to: the accuracy of estimates regarding commodity production and operating expenses, inflation, taxes, royalties, capital costs and currency and interest rates; risks inherent in the operation of Cenovus’s business; and risks associated with climate change and Cenovus’s assumptions relating thereto and other risks identified under “Risk Management and Risk Factors” and “Advisory” in Cenovus’s Management’s Discussion and Analysis (MD&A) for the year ended December 31, 2023.

    Except as required by applicable securities laws, Cenovus disclaims any intention or obligation to publicly update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned that the foregoing lists are not exhaustive and are made as at the date hereof. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward‐looking information. For additional information regarding Cenovus’s material risk factors, the assumptions made, and risks and uncertainties which could cause actual results to differ from the anticipated results, refer to “Risk Management and Risk Factors” and “Advisory” in Cenovus’s MD&A for the periods ended December 31, 2023 and September 30, 2024, and to the risk factors, assumptions and uncertainties described in other documents Cenovus files from time to time with securities regulatory authorities in Canada (available on SEDAR+ at sedarplus.ca, on EDGAR at sec.gov and Cenovus’s website at cenovus.com.)

    Specified Financial Measures

    This news release contains references to certain specified financial measures that do not have standardized meanings prescribed by IFRS Accounting Standards. Readers should not consider these measures in isolation or as a substitute for analysis of the company’s results as reported under IFRS Accounting Standards. These measures are defined differently by different companies and, therefore, might not be comparable to similar measures presented by other issuers. For information on the composition of these measures, as well as an explanation of how the company uses these measures, refer to the Specified Financial Measures Advisory located in Cenovus’s MD&A for the period ended September 30, 2024 (available on SEDAR+ at sedarplus.ca, on EDGAR at sec.gov and on Cenovus’s website at cenovus.com) which is incorporated by reference into this news release.

    Upstream Operating Margin and Downstream Operating Margin

    Upstream Operating Margin and Downstream Operating Margin, and the individual components thereof, are included in Note 1 to the interim Consolidated Financial Statements.


    Total Operating Margin

    Total Operating Margin is the total of Upstream Operating Margin plus Downstream Operating Margin.

      Upstream (5) Downstream (5) Total
    ($ millions) Q3 2024 Q2 2024 Q3 2023 Q3 2024 Q2 2024 Q3 2023 Q3 2024 Q2 2024 Q3 2023
    Revenues
    Gross Sales 8,259   8,715   8,783   9,228   9,053   9,658 17,487   17,768   18,441  
    Less: Royalties (929 ) (859 ) (1,135 )     (929 ) (859 ) (1,135 )
      7,330   7,856   7,648   9,228   9,053   9,658 16,558   16,909   17,306  
    Expenses
    Purchased Product 1,088   815   900   8,637   8,099   7,947 9,725   8,914   8,847  
    Transportation and Blending 2,661   3,043   2,397       2,661   3,043   2,397  
    Operating 860   889   914   918   1,099   778 1,778   1,988   1,692  
    Realized (Gain) Loss on Risk Management (10 ) 20   (10 ) (4 ) 8   11 (14 ) 28   1  
    Operating Margin 2,731   3,089   3,447   (323 ) (153 ) 922 2,408   2,936   4,369  

    5Found in the September 30, 2024, or the June 30, 2024, interim Consolidated Financial Statements.


    Adjusted Funds Flow, Free Funds Flow and Excess Free Funds Flow

    The following table provides a reconciliation of cash from (used in) operating activities found in Cenovus’s Consolidated Financial Statements to Adjusted Funds Flow, Free Funds Flow and Excess Free Funds Flow. Adjusted Funds Flow per Share – Basic and Adjusted Funds Flow per Share – Diluted are calculated by dividing Adjusted Funds Flow by the respective basic or diluted weighted average number of common shares outstanding during the period and may be useful to evaluate a company’s ability to generate cash.

      Three Months Ended
    ($ millions) September 30, 2024 June 30, 2024 September 30, 2023
    Cash From (Used in) Operating Activities (5) 2,474 2,807 2,738
    (Add) Deduct:      
    Settlement of Decommissioning Liabilities (74) (48) (68)
    Net Change in Non-Cash Working Capital 588 494 (641)
    Adjusted Funds Flow 1,960 2,361 3,447
    Capital Investment 1,346 1,155 1,025
    Free Funds Flow 614 1,206 2,422
    Add (Deduct):      
    Base Dividends Paid on Common Shares (329) (334) (264)
    Dividends Paid on Preferred Shares (9) (9)
    Settlement of Decommissioning Liabilities (74) (48) (68)
    Principal Repayment of Leases (74) (75) (70)
    Acquisitions, Net of Cash Acquired (4) (5) (32)
    Proceeds From Divestitures 22 1
    Excess Free Funds Flow 146 735 1,989

    5Found in the September, 30, 2024, or the June 30, 2024, interim Consolidated Financial Statements.


    Cenovus Energy Inc.

    Cenovus Energy Inc. is an integrated energy company with oil and natural gas production operations in Canada and the Asia Pacific region, and upgrading, refining and marketing operations in Canada and the United States. The company is focused on managing its assets in a safe, innovative and cost-efficient manner, integrating environmental, social and governance considerations into its business plans. Cenovus common shares and warrants are listed on the Toronto and New York stock exchanges, and the company’s preferred shares are listed on the Toronto Stock Exchange. For more information, visit cenovus.com.

    Find Cenovus on Facebook, X, LinkedIn, YouTube and Instagram.

    Cenovus contacts

    Investors
    Investor Relations general line
    403-766-7711

    Media
    Media Relations general line
    403-766-7751

    The MIL Network

  • MIL-OSI: Great Elm Capital Corp. Announces Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    PALM BEACH GARDENS, Fla., Oct. 31, 2024 (GLOBE NEWSWIRE) — Great Elm Capital Corp. (“we,” “our,” the “Company” or “GECC”) (NASDAQ: GECC), a business development company, today announced its financial results for the third quarter ended September 30, 2024.

    Third Quarter and Other Recent Highlights:

    • Net investment income (“NII”) for the quarter ended September 30, 2024 was $4.1 million, or $0.39 per share, as compared to $3.1 million, or $0.32 per share, for the quarter ended June 30, 2024.
    • Net assets were $125.8 million, or $12.04 per share, on September 30, 2024, as compared to $126.0 million, or $12.06 per share, on June 30, 2024.
    • In September 2024, issued $36.0 million of 8.125% unsecured notes due 2029 (the “GECCH Notes”) and an additional $5.4 million in October with the full exercise of the underwriters’ overallotment option.
    • Redeemed all outstanding 6.75% unsecured notes due in January 2025 (the “GECCM Notes”) on October 12, 2024 with net proceeds from the GECCH notes and cash on hand.
    • GECC’s asset coverage ratio was 166.2% as of September 30, 2024, as compared to 171.0% as of June 30, 2024 and 168.4% as of September 30, 2023.
      • Pro forma for the GECCH issuances and GECCM redemption, the asset coverage ratio would have been 164.4%.
    • The Board of Directors approved a quarterly dividend of $0.35 per share for the fourth quarter of 2024, equating to a 14.0% annualized yield on the Company’s closing market price on October 30, 2024 of $10.03.

    Management Commentary 
    “We had a strong third quarter, reporting NII that exceeded our quarterly distribution and generating record total investment income of $11.7 million,” said Matt Kaplan, GECC’s Chief Executive Officer. “Along with managing our stable portfolio, we successfully refinanced our GECCM Notes, extending our debt maturity profile. We look forward to closing a very successful 2024 on firm footing, after completing multiple substantial capital raises at NAV and launching our CLO joint venture. Our innovative JV approach utilizing the CLO structure has increased our exposure to first lien bank loans with long term, non-recourse financing, and is already delivering strong cash income. Looking ahead, we believe we remain well-positioned to maintain our dividend coverage and deliver attractive risk-adjusted returns to our shareholders.”

    Financial Highlights – Per Share Data

      Q3/2023 Q4/2023 Q1/2024 Q2/2024 Q3/2024
    Earnings Per Share (“EPS”) $1.02 $0.55 ($0.05) ($0.14) $0.33
    Net Investment Income (“NII”) Per Share $0.40 $0.43 $0.37 $0.32 $0.39
    Pre-Incentive Net Investment Income Per Share $0.50 $0.54 $0.46 $0.40 $0.49
    Net Realized and Unrealized Gains / (Losses) Per Share $0.62 $0.12 ($0.42) ($0.46) ($0.06)
    Net Asset Value Per Share at Period End $12.88 $12.99 $12.57 $12.06 $12.04
    Distributions Paid / Declared Per Share $0.35 $0.45 $0.35 $0.35 $0.35
     

    Portfolio and Investment Activity

    As of September 30, 2024, GECC held total investments of $333.3 million at fair value, as follows:

    • 53 debt investments in corporate credit, totaling approximately $204.8 million, representing 61.4% of the fair market value of the Company’s total investments. Secured debt investments comprised a substantial majority of the fair market value of the Company’s debt investments.
    • An investment in Great Elm Specialty Finance, totaling approximately $43.6 million, comprised of one debt investment of $29.7 million and one equity investment of $13.9 million, representing 8.9% and 4.2%, respectively, of the fair market value of the Company’s total investments.
    • An investment in the CLO JV, totaling approximately $32.9 million, representing 9.9% of the fair market value of the Company’s total investments.
    • Seven dividend paying equity investments, totaling approximately $36.3 million, representing 10.9% of the fair market value of the Company’s total investments.
    • Other equity investments, totaling approximately $15.7 million, representing 4.7% of the fair market value of the Company’s total investments.

    As of September 30, 2024, the weighted average current yield on the Company’s debt portfolio was 12.8%. Floating rate instruments comprised approximately 72% of the fair market value of debt investments (up from 69% last quarter) and the Company’s fixed rate debt investments had a weighted average maturity of 2.0 years.

    During the quarter ended September 30, 2024, we deployed approximately $73.6 million into 29 investments(1) at a weighted average current yield of 11.5%.

    During the quarter ended September 30, 2024, we monetized, in part or in full, 38 investments for approximately $39.1 million(2), at a weighted average current yield of 10.9%. Monetizations include $13.2 million of mandatory debt paydowns and redemptions at a weighted average current yield of 13.1%.

    Financial Review
    Total investment income for the quarter ended September 30, 2024 was $11.7 million, or $1.12 per share. Net expenses for the quarter ended September 30, 2024 were approximately $7.7 million, or $0.73 per share.

    Net realized and unrealized losses for the quarter ended September 30, 2024 were approximately $0.6 million, or $0.06 per share.

    Liquidity and Capital Resources
    As of September 30, 2024, cash and money market fund investments totaled approximately $26.0 million.

    As of September 30, 2024, total debt outstanding (par value) was $235.3 million, comprised of 6.75% senior notes due January 2025 (NASDAQ: GECCM), 5.875% senior notes due June 2026 (NASDAQ: GECCO), 8.75% senior notes due September 2028 (NASDAQ: GECCZ), 8.50% senior notes due April 2029 (NASDAQ: GECCI) and 8.125% senior notes due December 2029 (NASDAQ: GECCH).

    Subsequent to quarter-end, the Company used the net proceeds from the GECCH Notes issuance and cash on hand to redeem all GECCM Notes. As of October 30, 2024, pro-forma total debt outstanding (par value) was $195.4 million.

    Distributions
    The Company’s Board of Directors has approved a quarterly cash distribution of $0.35 per share for the quarter ending December 31, 2024. The fourth quarter distribution will be payable on December 31, 2024 to stockholders of record as of December 16, 2024.

    The distribution equates to a 14.0% annualized dividend yield on the Company’s closing market price on October 30, 2024 of $10.03 and an 11.6% annualized dividend yield on the Company’s September 30, 2024 NAV of $12.04 per share.

    Conference Call and Webcast
    GECC will discuss these results in a conference call today at 8:30 a.m. ET.

    Conference Call Details
       
    Date/Time: Thursday, October 31, 2024 – 8:30 a.m. ET
       
    Participant Dial-In Numbers:  
    (United States): 877-407-0789
    (International): 201-689-8562
       

    To access the call, please dial-in approximately five minutes before the start time and, when asked, provide the operator with passcode “GECC”. An accompanying slide presentation will be available in pdf format via the “Events and Presentations” section of Great Elm Capital Corp.’s website here after the issuance of the earnings release.

    Webcast

    The call and presentation will also be simultaneously webcast over the internet via the “Events and Presentations” section of GECC’s website or by clicking on the webcast link here.

    About Great Elm Capital Corp.
    GECC is an externally managed business development company that seeks to generate current income and capital appreciation by investing in debt and income generating equity securities, including investments in specialty finance businesses. For additional information, please visit http://www.greatelmcc.com.

    Cautionary Statement Regarding Forward-Looking Statements
    Statements in this communication that are not historical facts are “forward-looking” statements within the meaning of the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “expect,” “anticipate,” “should,” “will,” “estimate,” “designed,” “seek,” “continue,” “upside,” “potential” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. The key factors that could cause actual results to differ materially from those projected in the forward-looking statements include, without limitation: conditions in the credit markets, our expected financings and investments, including interest rate volatility, inflationary pressure, the price of GECC common stock and the performance of GECC’s portfolio and investment manager. Information concerning these and other factors can be found in GECC’s Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission. GECC assumes no obligation to, and expressly disclaims any duty to, update any forward-looking statements contained in this communication or to conform prior statements to actual results or revised expectations except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

    This press release does not constitute an offer of any securities for sale.

    Endnotes:
    (1) This includes new deals, additional fundings (inclusive of those on revolving credit facilities), refinancings and capitalized PIK income. Amounts included herein do not include investments in short-term securities, including United States Treasury Bills.
    (2) This includes scheduled principal payments, prepayments, sales and repayments (inclusive of those on revolving credit facilities). Amounts included herein do not include investments in short-term securities, including United States Treasury Bills.

    Media & Investor Contact:
    Investor Relations
    investorrelations@greatelmcap.com

    GREAT ELM CAPITAL CORP.
    CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (unaudited)
    Dollar amounts in thousands (except per share amounts)

        September 30,
    2024
        December 31,
    2023
     
    Assets            
    Investments            
    Non-affiliated, non-controlled investments, at fair value (amortized cost of $259,732 and $179,626, respectively)   $ 256,777     $ 183,335  
    Non-affiliated, non-controlled short-term investments, at fair value (amortized cost of $85,484 and $10,807, respectively)     85,474       10,807  
    Affiliated investments, at fair value (amortized cost of $12,378 and $13,423, respectively)           1,067  
    Controlled investments, at fair value (amortized cost of $80,642 and $46,300, respectively)     76,506       46,210  
    Total investments     418,757       241,419  
                 
    Cash and cash equivalents     305       953  
    Receivable for investments sold     3,121       840  
    Interest receivable     3,652       2,105  
    Dividends receivable     622       1,001  
    Due from portfolio company     1       37  
    Deferred financing costs     262       335  
    Prepaid expenses and other assets     306       135  
    Total assets   $ 427,026     $ 246,825  
                 
    Liabilities            
    Notes payable (including unamortized discount of $5,317 and $2,896, respectively)   $ 229,967     $ 140,214  
    Payable for investments purchased     66,043       3,327  
    Interest payable     170       32  
    Accrued incentive fees payable     2,594       1,431  
    Distributions payable           760  
    Due to affiliates     1,445       1,195  
    Accrued expenses and other liabilities     981       1,127  
    Total liabilities   $ 301,200     $ 148,086  
                 
    Commitments and contingencies   $     $  
                 
    Net Assets            
    Common stock, par value $0.01 per share (100,000,000 shares authorized, 10,449,888 shares issued and outstanding and 7,601,958 shares issued and outstanding, respectively)   $ 104     $ 76  
    Additional paid-in capital     319,438       283,795  
    Accumulated losses     (193,716 )     (185,132 )
    Total net assets   $ 125,826     $ 98,739  
    Total liabilities and net assets   $ 427,026     $ 246,825  
    Net asset value per share   $ 12.04     $ 12.99  
     


    GREAT ELM CAPITAL CORP.
    CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
    Dollar amounts in thousands (except per share amounts)

        For the Three Months Ended
    September 30,
        For the Nine Months Ended
    September 30,
     
        2024     2023     2024     2023  
    Investment Income:                        
    Interest income from:                        
    Non-affiliated, non-controlled investments   $ 6,321     $ 6,357     $ 18,276     $ 17,669  
    Non-affiliated, non-controlled investments (PIK)     826       552       2,267       1,591  
    Affiliated investments           33       64       95  
    Controlled investments     974       650       2,858       1,715  
    Controlled investments (PIK)                       233  
    Total interest income     8,121       7,592       23,465       21,303  
    Dividend income from:                        
    Non-affiliated, non-controlled investments     584       254       2,015       899  
    Controlled investments     3,002       525       3,912       1,841  
    Total dividend income     3,586       779       5,927       2,740  
    Other commitment fees from non-affiliated, non-controlled investments           802       700       2,406  
    Other income from:                        
    Non-affiliated, non-controlled investments     20       103       92       214  
    Total other income     20       103       92       214  
    Total investment income   $ 11,727     $ 9,276     $ 30,184     $ 26,663  
                             
    Expenses:                        
    Management fees   $ 1,201     $ 899     $ 3,209     $ 2,652  
    Incentive fees     1,018       763       2,580       2,315  
    Administration fees     375       420       1,156       1,056  
    Custody fees     38       19       110       62  
    Directors’ fees     52       51       160       156  
    Professional services     409       422       1,210       1,392  
    Interest expense     4,210       3,344       10,490       8,934  
    Other expenses     277       267       866       770  
    Total expenses   $ 7,580     $ 6,185     $ 19,781     $ 17,337  
    Net investment income before taxes   $ 4,147     $ 3,091     $ 10,403     $ 9,326  
    Excise tax   $ 75     $ 39     $ 80     $ 67  
    Net investment income   $ 4,072     $ 3,052     $ 10,323     $ 9,259  
                             
    Net realized and unrealized gains (losses):                        
    Net realized gain (loss) on investment transactions from:                        
    Non-affiliated, non-controlled investments   $ 227     $ 1,637     $ 2,738     $ 4,024  
    Affiliated investments     (1 )           (626 )      
    Controlled investments           (3,461 )           (3,461 )
    Realized loss on repurchase of debt     (3 )           (3 )      
    Total net realized gain (loss)     223       (1,824 )     2,109       563  
    Net change in unrealized appreciation (depreciation) on investment transactions from:        
    Non-affiliated, non-controlled investments     715       2,581       (6,674 )     8,416  
    Affiliated investments     1       25       (22 )     177  
    Controlled investments     (1,537 )     3,926       (4,046 )     2,707  
    Total net change in unrealized appreciation (depreciation)     (821 )     6,532       (10,742 )     11,300  
    Net realized and unrealized gains (losses)   $ (598 )   $ 4,708     $ (8,633 )   $ 11,863  
    Net increase (decrease) in net assets resulting from operations   $ 3,474     $ 7,760     $ 1,690     $ 21,122  
                             
    Net investment income per share (basic and diluted):   $ 0.39     $ 0.40     $ 1.08     $ 1.22  
    Earnings per share (basic and diluted):   $ 0.33     $ 1.02     $ 0.18     $ 2.77  
    Weighted average shares outstanding (basic and diluted):     10,449,888       7,601,958       9,556,695       7,601,958  

    The MIL Network

  • MIL-OSI: WTW Reports Third Quarter 2024 Earnings

    Source: GlobeNewswire (MIL-OSI)

    • Revenue1 increased 6% to $2.3 billion for the quarter with organic growth of 6% for the quarter
    • Diluted Loss2 per Share was $16.44 for the quarter
    • Adjusted Diluted Earnings per Share were $2.93 for the quarter, up 31% from prior year
    • Operating Margin2 was (33.5)% for the quarter
    • Adjusted Operating Margin was 18.1% for the quarter, up 190 basis points from prior year

    LONDON, Oct. 31, 2024 (GLOBE NEWSWIRE) — WTW (NASDAQ: WTW) (the “Company”), a leading global advisory, broking and solutions company, today announced financial results for the third quarter ended September 30, 2024.

    “We had another strong quarter fueled by revenue growth, operating leverage and the success of our Transformation program. Our revenue growth of 6% for the quarter is evidence that our value proposition is continuing to resonate in the market and that our investments in talent and technology are succeeding. We are also making ongoing progress on our commitment to improve cash flow. Given our strong performance and momentum, we are entering the fourth quarter with confidence in our ability to deliver on our targets for the year and drive sustainable, profitable growth going forward.”

    Consolidated Results

    As reported, USD millions, except %

    Key Metrics Q3-24 Q3-23 Y/Y Change
    Revenue1 $2,289 $2,166 Reported 6% | CC 6% | Organic 6%
    (Loss)/Income from Operations2 $(766) $159 NM
    Operating Margin2 % (33.5)% 7.3% NM
    Adjusted Operating Income $414 $351 18%
    Adjusted Operating Margin % 18.1% 16.2% 190 bps
    Net (Loss)/Income2 $(1,672) $139 NM
    Adjusted Net Income $299 $236 27%
    Diluted EPS2 $(16.44) $1.29 NM
    Adjusted Diluted EPS $2.93 $2.24 31%
    1 The revenue amounts included in this release are presented on a U.S. GAAP basis except where stated otherwise. This excludes reinsurance revenue which is reported in discontinued operations. The segment discussion is on an organic basis.
    2 Loss from Operations, Operating Margin, Net Loss and Diluted EPS for the third quarter of 2024 include pre-tax non-cash losses and impairment charges of over $1.0 billion each related to the pending sale of TRANZACT.
    NM Not meaningful.

    Revenue was $2.29 billion for the third quarter of 2024, an increase of 6% as compared to $2.17 billion for the same period in the prior year. Excluding the impact of foreign currency, revenue increased 6%. On an organic basis, revenue increased 6%. See Supplemental Segment Information for additional detail on book-of-business settlements and interest income included in revenue.

    Net Loss for the third quarter of 2024 was $1.67 billion compared to Net Income of $139 million in the prior-year third quarter. Loss from Operations, Operating Margin, Net Loss and Diluted EPS for the third quarter of 2024 include pre-tax non-cash losses and impairment charges of over $1.0 billion each related to the pending sale of TRANZACT. Adjusted EBITDA for the third quarter was $501 million, or 21.9% of revenue, an increase of 15%, compared to Adjusted EBITDA of $436 million, or 20.1% of revenue, in the prior-year third quarter. The U.S. GAAP tax rate for the third quarter was 16.1%, and the adjusted income tax rate for the third quarter used in calculating adjusted diluted earnings per share was 19.7%.

    Cash Flow and Capital Allocation

    Cash flows from operating activities were $913 million for the nine months ended September 30, 2024, compared to $823 million for the prior year. Free cash flow for the nine months ended September 30, 2024 and 2023 was $807 million and $707 million, respectively, an increase of $100 million, primarily driven by operating margin expansion, partially offset by cash outflows related to transformation and discretionary compensation payments. During the quarter ended September 30, 2024, the Company repurchased $205 million of WTW outstanding shares.

    Third Quarter 2024 Segment Highlights

    Health, Wealth & Career (“HWC”)

    As reported, USD millions, except %

    Health, Wealth & Career Q3-24 Q3-23 Y/Y Change
    Total Revenue $1,328 $1,282 Reported 4% | CC 3% | Organic 4%
    Operating Income $329 $305 8%
    Operating Margin % 24.7% 23.8% 90 bps

    The HWC segment had revenue of $1.33 billion in the third quarter of 2024, an increase of 4% (3% increase constant currency and 4% organic) from $1.28 billion in the prior year. Health had organic revenue growth driven by strong client retention, new local appointments and the continued expansion of our Global Benefits Management client portfolio in International and Europe, along with increased brokerage income in North America. Wealth generated organic revenue growth from higher levels of Retirement work in Europe, an increase in our Investments business due to capital market improvements and growth from our LifeSight solution. Career had organic revenue growth from increased compensation survey sales and advisory services in Work & Rewards and product revenue in Employee Experience. Benefits Delivery & Outsourcing (BD&O) had an organic revenue decline for the quarter primarily as a result of deliberately moderating growth in Individual Marketplace and a stronger comparable in Outsourcing.

    Operating margins in the HWC segment increased 90 basis points from the prior-year third quarter to 24.7%, primarily from Transformation savings. Please refer to the Supplemental Slides for TRANZACT’s standalone historical financial results.

    Risk & Broking (“R&B”)

    As reported, USD millions, except %

    Risk & Broking Q3-24 Q3-23 Y/Y Change
    Total Revenue $940 $855 Reported 10% | CC 10% | Organic 10%
    Operating Income $170 $134 27%
    Operating Margin % 18.1% 15.7% 240 bps

    The R&B segment had revenue of $940 million in the third quarter of 2024, an increase of 10% (10% increase constant currency and organic) from $855 million in the prior year. Corporate Risk & Broking (CRB) had organic revenue growth driven by higher levels of new business activity and strong client retention. Insurance Consulting and Technology (ICT) had organic revenue growth for the quarter primarily due to strong software sales in Technology, partially offset by tempered demand for discretionary services in Consulting.

    Operating margins in the R&B segment increased 240 basis points from the prior-year third quarter to 18.1%, primarily due to operating leverage driven by organic revenue growth and disciplined expense management, as well as Transformation savings.

    2024 Outlook

    Based on current and anticipated market conditions, the Company’s full-year targets for 2024, consistent with those targets that have been previously provided, are as follows. Refer to the Supplemental Slides for additional detail.

    • Expect to deliver revenue of $9.9 billion or greater and mid-single digit organic revenue growth for the full year 2024
    • Expect to deliver adjusted operating margin of 23.0% – 23.5% for the full year 2024
    • Expect to deliver adjusted diluted earnings per share of $16.00 – $17.00 for the full year 2024
    • Expect approximately $88 million in non-cash pension income for the full year 2024
    • Expect a foreign currency headwind on adjusted earnings per share of approximately $0.06 for the full year 2024 at today’s rates, down from $0.10 previously
    • Expect to deliver approximately $450 million of cumulative run-rate savings from the Transformation program by the end of 2024 with total program costs of $1.175 billion.

    Outlook includes Non-GAAP financial measures. We do not reconcile forward-looking Non-GAAP measures for reasons explained below.

    In addition, WTW will host an Investor Day on Tuesday, December 3, 2024 beginning at approximately 9:00 a.m. Eastern Time. A live webcast presentation will be available at www.wtwco.com and a replay of the webcast will be available on the Company’s website following the event.

    Conference Call

    The Company will host a live webcast and conference call to discuss the financial results for the third quarter 2024. It will be held on Thursday, October 31, 2024, beginning at 9:00 a.m. Eastern Time. A live broadcast of the conference call will be available on WTW’s website here. The conference call will include a question-and-answer session. To participate in the question-and-answer session, please register here. An online replay will be available at www.wtwco.com shortly after the call concludes.

    About WTW

    At WTW (NASDAQ: WTW), we provide data-driven, insight-led solutions in the areas of people, risk and capital. Leveraging the global view and local expertise of our colleagues serving 140 countries and markets, we help organizations sharpen their strategy, enhance organizational resilience, motivate their workforce and maximize performance. Working shoulder to shoulder with our clients, we uncover opportunities for sustainable success—and provide perspective that moves you. Learn more at www.wtwco.com.

    WTW Non-GAAP Measures

    In order to assist readers of our consolidated financial statements in understanding the core operating results that WTW’s management uses to evaluate the business and for financial planning, we present the following non-GAAP measures: (1) Constant Currency Change, (2) Organic Change, (3) Adjusted Operating Income/Margin, (4) Adjusted EBITDA/Margin, (5) Adjusted Net Income, (6) Adjusted Diluted Earnings Per Share, (7) Adjusted Income Before Taxes, (8) Adjusted Income Taxes/Tax Rate, (9) Free Cash Flow and (10) Free Cash Flow Margin.

    We believe that those measures are relevant and provide pertinent information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating performance, and in the case of free cash flow, our liquidity results.

    Within the measures referred to as ‘adjusted’, we adjust for significant items which will not be settled in cash, or which we believe to be items that are not core to our current or future operations. Some of these items may not be applicable for the current quarter, however they may be part of our full-year results. Additionally, we have historically adjusted for certain items which are not described below, but for which we may adjust in a future period when applicable. Items applicable to the quarter or full year results, or the comparable periods, include the following:

    • Restructuring costs and transaction and transformation – Management believes it is appropriate to adjust for restructuring costs and transaction and transformation when they relate to a specific significant program with a defined set of activities and costs that are not expected to continue beyond a defined period of time, or significant acquisition-related transaction expenses. We believe the adjustment is necessary to present how the Company is performing, both now and in the future when the incurrence of these costs will have concluded.
    • Impairment – Adjustment to remove the non-cash goodwill impairment associated with our Benefits, Delivery and Administration reporting unit related to the pending divestiture of our TRANZACT business.
    • Provisions for specified litigation matters – We will include provisions for litigation matters which we believe are not representative of our core business operations. Among other things, we determine this by reference to the amount of the loss (net of insurance and other recovery receivables) and by reference to whether the matter relates to an unusual and complex scenario that is not expected to be repeated as part of our ongoing, ordinary business. These amounts are presented net of insurance and other recovery receivables. See the footnotes to the respective reconciliation tables below for more specificity on the litigation matter excluded from adjusted results.
    • Gains and losses on disposals of operations – Adjustment to remove the gains or losses resulting from disposed operations that have not been classified as discontinued operations.
    • Tax effect of significant adjustments – Relates to the incremental tax expense or benefit resulting from significant or unusual events including significant statutory tax rate changes enacted in material jurisdictions in which we operate, internal reorganizations of ownership of certain businesses that reduced the investment held by our U.S.-controlled subsidiaries and the recovery of certain refunds or payment of taxes related to businesses in which we no longer participate.

    We evaluate our revenue on an as reported (U.S. GAAP), constant currency and organic basis. We believe presenting constant currency and organic information provides valuable supplemental information regarding our comparable results, consistent with how we evaluate our performance internally.

    We consider Constant Currency Change, Organic Change, Adjusted Operating Income/Margin, Adjusted EBITDA/Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted Income Before Taxes, Adjusted Income Taxes/Tax Rate and Free Cash Flow to be important financial measures, which are used to internally evaluate and assess our core operations and to benchmark our operating and liquidity results against our competitors. These non-GAAP measures are important in illustrating what our comparable operating and liquidity results would have been had we not incurred transaction-related and non-recurring items. Reconciliations of these measures are included in the accompanying tables with the following exception: The Company does not reconcile its forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information, such as foreign currency impacts necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company provides non-GAAP financial measures that it believes will be achieved, however it cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.

    Our non-GAAP measures and their accompanying definitions are presented as follows:

    Constant Currency Change – Represents the year-over-year change in revenue excluding the impact of foreign currency fluctuations. To calculate this impact, the prior year local currency results are first translated using the current year monthly average exchange rates. The change is calculated by comparing the prior year revenue, translated at the current year monthly average exchange rates, to the current year as reported revenue, for the same period. We believe constant currency measures provide useful information to investors because they provide transparency to performance by excluding the effects that foreign currency exchange rate fluctuations have on period-over-period comparability given volatility in foreign currency exchange markets.

    Organic Change – Excludes the impact of fluctuations in foreign currency exchange rates, as described above and the period-over-period impact of acquisitions and divestitures on current-year revenue. We believe that excluding transaction-related items from our U.S. GAAP financial measures provides useful supplemental information to our investors, and it is important in illustrating what our core operating results would have been had we not included these transaction-related items, since the nature, size and number of these transaction-related items can vary from period to period.

    Adjusted Operating Income/Margin – (Loss)/Income from operations adjusted for impairment, amortization, restructuring costs, transaction and transformation and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted operating income margin is calculated by dividing adjusted operating income by revenue. We consider adjusted operating income/margin to be important financial measures, which are used internally to evaluate and assess our core operations and to benchmark our operating results against our competitors.

    Adjusted EBITDA/Margin – Net (Loss)/Income adjusted for provision for income taxes, interest expense, impairment, depreciation and amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted EBITDA Margin is calculated by dividing adjusted EBITDA by revenue. We consider adjusted EBITDA/margin to be important financial measures, which are used internally to evaluate and assess our core operations, to benchmark our operating results against our competitors and to evaluate and measure our performance-based compensation plans.

    Adjusted Net Income – Net (Loss)/Income Attributable to WTW adjusted for impairment, amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results and the related tax effect of those adjustments and the tax effects of internal reorganizations. This measure is used solely for the purpose of calculating adjusted diluted earnings per share.

    Adjusted Diluted Earnings Per Share – Adjusted Net Income divided by the weighted-average number of ordinary shares, diluted. Adjusted diluted earnings per share is used to internally evaluate and assess our core operations and to benchmark our operating results against our competitors.

    Adjusted Income Before Taxes – (Loss)/Income from operations before income taxes adjusted for impairment, amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted income before taxes is used solely for the purpose of calculating the adjusted income tax rate.

    Adjusted Income Taxes/Tax Rate – Benefit from/(provision for) income taxes adjusted for taxes on certain items of impairment, amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, the tax effects of internal reorganizations, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results, divided by adjusted income before taxes. Adjusted income taxes is used solely for the purpose of calculating the adjusted income tax rate. Management believes that the adjusted income tax rate presents a rate that is more closely aligned to the rate that we would incur if not for the reduction of pre-tax income for the adjusted items and the tax effects of internal reorganizations, which are not core to our current and future operations.

    Free Cash Flow – Cash flows from operating activities less cash used to purchase fixed assets and software for internal use. Free Cash Flow is a liquidity measure and is not meant to represent residual cash flow available for discretionary expenditures. Management believes that free cash flow presents the core operating performance and cash-generating capabilities of our business operations.

    Free Cash Flow Margin – Free Cash Flow as a percentage of revenue, which represents how much of revenue would be realized on a cash basis. We consider this measure to be a meaningful metric for tracking cash conversion on a year-over-year basis due to the non-cash nature of our pension income, which is included in our GAAP and Non-GAAP earnings metrics presented herein.

    These non-GAAP measures are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies. Non-GAAP measures should be considered in addition to, and not as a substitute for, the information contained within our condensed consolidated financial statements.

    WTW Forward-Looking Statements

    This document contains ‘forward-looking statements’ within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, that address activities, events, or developments that we expect or anticipate may occur in the future, including such things as our outlook, plans and references to future performance, including our future financial and operating results (including our revenue, costs, or margins), short-term and long-term financial goals, plans, objectives, expectations and intentions, including with respect to organic revenue growth, free cash flow generation, adjusted net revenue, adjusted operating margin and adjusted earnings per share; future share repurchases; demand for our services and competitive strengths; strategic goals; existing and evolving business strategies including those related to acquisition and disposition activity; the benefits of new initiatives; the growth of our business and operations; the sustained health of our product, service, transaction, client, and talent assessment and management pipelines; our ability to successfully manage ongoing leadership, organizational, and technology changes, including investments in improving systems and processes; our ability to implement and realize anticipated benefits of any cost-savings initiatives including our multi-year operational transformation program; the potential impact of natural or man-made disasters like health pandemics and other world health crises; future capital expenditures; ongoing working capital efforts; the impact of changes to tax laws on our financial results; and our recognition of future impairment charges or write-off of receivables, are forward-looking statements. Also, when we use words such as ‘may’, ‘will’, ‘would’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘plan’, ‘continues’, ‘seek’, ‘target’, ‘goal’, ‘focus’, ‘probably’, or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.

    There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including the following: our ability to successfully establish, execute and achieve our global business strategy as it evolves; our ability to fully realize the anticipated benefits of our growth strategy, including inorganic growth through acquisitions; our ability to make divestitures, including the pending sale of our TRANZACT business (inclusive of all the legal entities that comprise such business), or acquisitions, including our ability to integrate or manage acquired businesses or de-integrate businesses to be disposed, as well as our ability to identify and successfully execute on opportunities for strategic collaboration; our ability to consummate the pending sale of TRANZACT, and related incremental risks associated therewith including our ability to obtain approval (or for applicable waiting periods to expire) under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976; our ability to successfully manage ongoing organizational changes, including as part of our multi-year operational transformation program, investments in improving systems and processes, and in connection with our acquisition and divestiture activities, including the pending sale of TRANZACT, and related to changes in leadership in any of our businesses; risks relating to changes in our management structures and in senior leadership; our ability to achieve our short-term and long-term financial goals, such as with respect to our cash flow generation, and the timing with respect to such achievement; the risks related to changes in general economic conditions, business and political conditions, changes in the financial markets, inflation, credit availability, increased interest rates and changes in trade policies; the risks to our short-term and long-term financial goals from any of the risks or uncertainties set forth herein; the risks relating to the adverse impacts of macroeconomic trends, including inflation, changes in interest rates and trade policies, as well as political events, war, such as the Russia-Ukraine and Middle East conflicts, and other international disputes, terrorism, natural disasters, public health issues and other business interruptions on the global economy and capital markets, which could have a material adverse effect on our business, financial condition, results of operations, and long-term goals; our ability to successfully hedge against fluctuations in foreign currency rates; the risks relating to the adverse impacts of natural or man-made disasters such as health pandemics and other world health crises on the demand for our products and services, our cash flows and our business operations; material interruptions to or loss of our information processing capabilities, or failure to effectively maintain and upgrade our information technology resources and systems and related risks of cybersecurity breaches or incidents; our ability to comply with complex and evolving regulations related to data privacy, cybersecurity, and artificial intelligence; the risks relating to the transitional arrangements in effect subsequent to our previously-completed sale of Willis Re to Arthur J. Gallagher & Co.; significant competition that we face and the potential for loss of market share and/or profitability; the impact of seasonality and differences in timing of renewals and non-recurring revenue increases from disposals and book-of-business sales; the insufficiency of client data protection, potential breaches of information systems or insufficient safeguards against cybersecurity breaches or incidents; the risk of increased liability or new legal claims arising from our new and existing products and services, and expectations, intentions and outcomes relating to outstanding litigation; the risk of substantial negative outcomes on existing litigation or investigation matters; changes in the regulatory environment in which we operate, including, among other risks, the impacts of pending competition law and regulatory investigations; various claims, government inquiries or investigations or the potential for regulatory action; our ability to integrate direct-to-consumer sales and marketing solutions with our existing offerings and solutions; disasters or business continuity problems; our ability to successfully enhance our billing, collection and other working capital efforts, and thereby increase our free cash flow; our ability to properly identify and manage conflicts of interest; reputational damage, including from association with third parties; reliance on third-party service providers and suppliers; the loss of key employees or a large number of employees and rehiring rates; our ability to maintain our corporate culture; doing business internationally, including the impact of foreign currency exchange rates; compliance with extensive government regulation; the risk of sanctions imposed by governments, or changes to associated sanction regulations (such as sanctions imposed on Russia) and related counter-sanctions; our ability to effectively apply technology, data and analytics changes for internal operations, maintaining industry standards and meeting client preferences; changes and developments in the insurance industry or the U.S. healthcare system, including those related to Medicare, any legislative actions from the current U.S. Congress, the recent Final Rule from the Centers for Medicare & Medicaid Services for contract year 2025 and any judicial claims, rulings and appeals related thereto, and any other changes and developments in legal, regulatory, economic, business or operational conditions that could impact our Medicare benefits businesses such as TRANZACT; the inability to protect our intellectual property rights, or the potential infringement upon the intellectual property rights of others; fluctuations in our pension assets and liabilities and related changes in pension income, including as a result of, related to, or derived from movements in the interest rate environment, investment returns, inflation, or changes in other assumptions that are used to estimate our benefit obligations and their effect on adjusted earnings per share; our capital structure, including indebtedness amounts, the limitations imposed by the covenants in the documents governing such indebtedness and the maintenance of the financial and disclosure controls and procedures of each; our ability to obtain financing on favorable terms or at all; adverse changes in our credit ratings; the impact of recent or potential changes to U.S. or foreign laws, and the enactment of additional, or the revision of existing, state, federal, and/or foreign laws and regulations, recent judicial decisions and development of case law, other regulations and any policy changes and legislative actions, including those that may impose additional excise taxes or impact our effective tax rate; U.S. federal income tax consequences to U.S. persons owning at least 10% of our shares; changes in accounting principles, estimates or assumptions; our recognition of non-cash pre-tax losses and related impairment charges in connection with our pending sale of TRANZACT and other future impairment charges or write-offs of receivables; risks relating to or arising from environmental, social and governance practices; fluctuation in revenue against our relatively fixed or higher than expected expenses; the risk that investment levels, including cash spending, to achieve additional expected savings under our multi-year operational transformation program; the laws of Ireland being different from the laws of the U.S. and potentially affording less protections to the holders of our securities; and our holding company structure potentially preventing us from being able to receive dividends or other distributions in needed amounts from our subsidiaries.

    The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information, please see Part I, Item 1A in our Annual Report on Form 10-K, and our subsequent filings with the SEC. Copies are available online at www.sec.gov or www.wtwco.com.

    Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.

    Our forward-looking statements speak only as of the date made, and we will not update these forward-looking statements unless the securities laws require us to do so. With regard to these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.

    Contact

    INVESTORS

    Claudia De La Hoz | Claudia.Delahoz@wtwco.com

    WTW
    Supplemental Segment Information
    (In millions of U.S. dollars)
    (Unaudited)
    REVENUE    
                  Components of Revenue Change(i)
                        Less:       Less:    
        Three Months Ended
     September 30,
        As Reported   Currency   Constant Currency   Acquisitions/   Organic
        2024     2023     % Change   Impact   Change   Divestitures   Change
                                     
    Health, Wealth & Career                                
    Revenue excluding interest income   $ 1,320     $ 1,275     4 %   0 %   3 %   0 %   4 %
    Interest income     8       7                      
    Total     1,328       1,282     4 %   0 %   3 %   0 %   4 %
                                     
    Risk & Broking                                
    Revenue excluding interest income   $ 911     $ 830     10 %   0 %   10 %   0 %   10 %
    Interest income     29       25                      
    Total     940       855     10 %   0 %   10 %   0 %   10 %
                                     
    Segment Revenue   $ 2,268     $ 2,137     6 %   0 %   6 %   0 %   6 %
    Reimbursable expenses and other     15       22                      
    Interest income     6       7                      
    Revenue   $ 2,289     $ 2,166     6 %   0 %   6 %   0 %   6%(ii)  
                  Components of Revenue Change(i)
                        Less:       Less:    
        Nine Months Ended September 30,     As Reported   Currency   Constant Currency   Acquisitions/   Organic
        2024     2023     % Change   Impact   Change   Divestitures   Change
                                     
    Health, Wealth & Career                                
    Revenue excluding interest income   $ 3,898     $ 3,766     4 %   0 %   4 %   0 %   4 %
    Interest income     26       18                      
    Total     3,924       3,784     4 %   0 %   4 %   0 %   4 %
                                     
    Risk & Broking                                
    Revenue excluding interest income   $ 2,811     $ 2,607     8 %   0 %   8 %   0 %   8 %
    Interest income     86       52                      
    Total     2,897       2,659     9 %   0 %   9 %   0 %   9 %
                                     
    Segment Revenue   $ 6,821     $ 6,443     6 %   0 %   6 %   0 %   6 %
    Reimbursable expenses and other     56       90                      
    Interest income     18       36                      
    Revenue   $ 6,895     $ 6,569     5 %   0 %   5 %   0 %   5%(ii)  

    (i)  Components of revenue change may not add due to rounding.
    (ii)  Interest income did not contribute to organic change for the three and nine months ended September 30, 2024.

    BOOK-OF-BUSINESS SETTLEMENTS AND INTEREST INCOME

        Three Months Ended September 30,  
        HWC     R&B     Corporate     Total  
        2024     2023     2024     2023     2024     2023     2024     2023  
    Book-of-business settlements   $ 3     $     $ 4     $ 1     $     $     $ 7     $ 1  
    Interest income     8       7       29       25       6       7       43       39  
    Total   $ 11     $ 7     $ 33     $ 26     $ 6     $ 7     $ 50     $ 40  
        Nine Months Ended September 30,  
        HWC     R&B     Corporate     Total  
        2024     2023     2024     2023     2024     2023     2024     2023  
    Book-of-business settlements   $ 3     $     $ 8     $ 11     $     $     $ 11     $ 11  
    Interest income     26       18       86       52       18       36       130       106  
    Total   $ 29     $ 18     $ 94     $ 63     $ 18     $ 36     $ 141     $ 117  


    SEGMENT OPERATING INCOME (i)

        Three Months Ended
    September 30,
       
                   
                   
                       
                       
                       
        2024     2023    
                   
                   
                       
                       
                       
                   
                   
                   
                       
                       
                       
    Health, Wealth & Career   $ 329     $ 305    
                   
                   
                       
                       
                       
    Risk & Broking     170       134    
                   
                   
                       
                       
                       
    Segment Operating Income   $ 499     $ 439    
        Nine Months Ended
    September 30,
     
        2024     2023  
                 
    Health, Wealth & Career   $ 941     $ 836  
    Risk & Broking     575       459  
    Segment Operating Income   $ 1,516     $ 1,295  

    (i) Segment operating income excludes certain costs, including amortization of intangibles, restructuring costs, transaction and transformation expenses, certain litigation provisions, and to the extent that the actual expense based upon which allocations are made differs from the forecast/budget amount, a reconciling item will be created between internally-allocated expenses and the actual expenses reported for U.S. GAAP purposes.

    SEGMENT OPERATING MARGINS

        Three Months Ended September 30,
        2024   2023
    Health, Wealth & Career   24.7%   23.8%
    Risk & Broking   18.1%   15.7%
        Nine Months Ended
    September 30,
        2024   2023
    Health, Wealth & Career   24.0%   22.1%
    Risk & Broking   19.8%   17.3%


    RECONCILIATIONS OF SEGMENT OPERATING INCOME TO (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES

        Three Months Ended September 30,  
        2024     2023  
                 
    Segment Operating Income   $ 499     $ 439  
    Impairment(i)     (1,042 )      
    Amortization     (56 )     (62 )
    Restructuring costs     (8 )     (17 )
    Transaction and transformation(ii)     (74 )     (113 )
    Unallocated, net(iii)     (85 )     (88 )
    (Loss)/Income from Operations     (766 )     159  
    Interest expense     (65 )     (61 )
    Other (loss)/income, net     (1,163 )     66  
    (Loss)/income from operations before income taxes   $ (1,994 )   $ 164  
        Nine Months Ended September 30,  
        2024     2023  
                 
    Segment Operating Income   $ 1,516     $ 1,295  
    Impairment(i)     (1,042 )      
    Amortization     (176 )     (203 )
    Restructuring costs     (29 )     (30 )
    Transaction and transformation(ii)     (296 )     (265 )
    Unallocated, net(iii)     (247 )     (211 )
    (Loss)/Income from Operations     (274 )     586  
    Interest expense     (197 )     (172 )
    Other (loss)/income, net     (1,113 )     126  
    (Loss)/income from operations before income taxes   $ (1,584 )   $ 540  

     (i) Represents the non-cash goodwill impairment associated with our BDA reporting unit related to the pending divestiture of our TRANZACT business.
     (ii) In 2024 and 2023, in addition to legal fees and other transaction costs, includes primarily consulting fees and compensation costs related to the Transformation program.
     (iii) Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes.

    WTW
    Reconciliations of Non-GAAP Measures
    (In millions of U.S. dollars, except per share data)
    (Unaudited)

    RECONCILIATIONS OF NET (LOSS)/INCOME ATTRIBUTABLE TO WTW TO ADJUSTED DILUTED EARNINGS PER SHARE

        Three Months Ended September 30,  
        2024     2023  
                 
    Net (loss)/income attributable to WTW   $ (1,675 )   $ 136  
    Adjusted for certain items:            
    Impairment     1,042        
    Amortization     56       62  
    Restructuring costs     8       17  
    Transaction and transformation     74       113  
    Loss/(gain) on disposal of operations     1,190       (41 )
    Tax effect on certain items listed above(ii)     (396 )     (51 )
    Adjusted Net Income   $ 299     $ 236  
                 
    Weighted-average ordinary shares, diluted     102       105  
                 
    Diluted (Loss)/Earnings Per Share   $ (16.44 )   $ 1.29  
    Adjusted for certain items:(iii)            
    Impairment     10.23        
    Amortization     0.55       0.59  
    Restructuring costs     0.08       0.16  
    Transaction and transformation     0.73       1.07  
    Loss/(gain) on disposal of operations     11.68       (0.39 )
    Tax effect on certain items listed above(ii)     (3.89 )     (0.48 )
    Adjusted Diluted Earnings Per Share(iii)   $ 2.93     $ 2.24  
        Nine Months Ended September 30,  
        2024     2023  
                 
    Net (loss)/income attributable to WTW   $ (1,344 )   $ 433  
    Adjusted for certain items:            
    Impairment     1,042        
    Amortization     176       203  
    Restructuring costs     29       30  
    Transaction and transformation     296       265  
    Provision for specified litigation matter(i)     13        
    Loss/(gain) on disposal of operations     1,190       (44 )
    Tax effect on certain items listed above(ii)     (492 )     (128 )
    Tax effect of significant adjustments     (7 )     2  
    Adjusted Net Income   $ 903     $ 761  
                 
    Weighted-average ordinary shares, diluted     103       107  
                 
    Diluted (Loss)/Earnings Per Share   $ (13.11 )   $ 4.06  
    Adjusted for certain items:(iii)            
    Impairment     10.17        
    Amortization     1.72       1.90  
    Restructuring costs     0.28       0.28  
    Transaction and transformation     2.89       2.48  
    Provision for specified litigation matter(i)     0.13        
    Loss/(gain) on disposal of operations     11.61       (0.41 )
    Tax effect on certain items listed above(ii)     (4.80 )     (1.20 )
    Tax effect of significant adjustments     (0.07 )     0.02  
    Adjusted Diluted Earnings Per Share(iii)   $ 8.81     $ 7.13  

     (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.
    (ii) The tax effect was calculated using an effective tax rate for each item.
    (iii) Per share values and totals may differ due to rounding.

    RECONCILIATIONS OF NET (LOSS)/INCOME TO ADJUSTED EBITDA

        Three Months Ended September 30,    
        2024     2023    
                   
    Net (Loss)/Income   $ (1,672 ) (73.0 )% $ 139   6.4 %
    Provision for income taxes     (322 )     25    
    Interest expense     65       61    
    Impairment     1,042          
    Depreciation     60       60    
    Amortization     56       62    
    Restructuring costs     8       17    
    Transaction and transformation     74       113    
    Loss/(gain) on disposal of operations     1,190       (41 )  
    Adjusted EBITDA and Adjusted EBITDA Margin   $ 501   21.9 % $ 436   20.1 %
        Nine Months Ended September 30,    
        2024     2023    
                   
    Net (Loss)/Income   $ (1,336 ) (19.4 )% $ 441   6.7 %
    Provision for income taxes     (248 )     99    
    Interest expense     197       172    
    Impairment     1,042          
    Depreciation     176       184    
    Amortization     176       203    
    Restructuring costs     29       30    
    Transaction and transformation     296       265    
    Provision for specified litigation matter(i)     13          
    Loss/(gain) on disposal of operations     1,190       (44 )  
    Adjusted EBITDA and Adjusted EBITDA Margin   $ 1,535   22.3 % $ 1,350   20.6 %

     (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.

    RECONCILIATIONS OF (LOSS)/INCOME FROM OPERATIONS TO ADJUSTED OPERATING INCOME

        Three Months Ended September 30,    
        2024     2023    
                   
    (Loss)/Income from operations and Operating margin   $ (766 ) (33.5 )% $ 159   7.3 %
    Adjusted for certain items:              
    Impairment     1,042          
    Amortization     56       62    
    Restructuring costs     8       17    
    Transaction and transformation     74       113    
    Adjusted operating income and Adjusted operating income margin   $ 414   18.1 % $ 351   16.2 %
        Nine Months Ended September 30,    
        2024     2023    
                   
    (Loss)/Income from operations and Operating margin   $ (274 ) (4.0 )% $ 586   8.9 %
    Adjusted for certain items:              
    Impairment     1,042          
    Amortization     176       203    
    Restructuring costs     29       30    
    Transaction and transformation     296       265    
    Provision for specified litigation matter(i)     13          
    Adjusted operating income and Adjusted operating income margin   $ 1,282   18.6 % $ 1,084   16.5 %

     (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.

    RECONCILIATIONS OF GAAP INCOME TAXES/TAX RATE TO ADJUSTED INCOME TAXES/TAX RATE

        Three Months Ended September 30,  
        2024     2023  
                 
    (Loss)/income from operations before income taxes   $ (1,994 )   $ 164  
                 
    Adjusted for certain items:            
    Impairment     1,042        
    Amortization     56       62  
    Restructuring costs     8       17  
    Transaction and transformation     74       113  
    Loss/(gain) on disposal of operations     1,190       (41 )
    Adjusted income before taxes   $ 376     $ 315  
                 
    (Benefit from)/provision for income taxes   $ (322 )   $ 25  
    Tax effect on certain items listed above(ii)     396       51  
    Adjusted income taxes   $ 74     $ 76  
                 
    U.S. GAAP tax rate     16.1 %     15.5 %
    Adjusted income tax rate     19.7 %     24.3 %
        Nine Months Ended September 30,
        2024   2023
                 
    (Loss)/income from operations before income taxes   $ (1,584 )   $ 540  
                 
    Adjusted for certain items:            
    Impairment     1,042        
    Amortization     176       203  
    Restructuring costs     29       30  
    Transaction and transformation     296       265  
    Provision for specified litigation matter(i)     13        
    Loss/(gain) on disposal of operations     1,190       (44 )
    Adjusted income before taxes   $ 1,162     $ 994  
                 
    (Benefit from)/provision for income taxes   $ (248 )   $ 99  
    Tax effect on certain items listed above(ii)     492       128  
    Tax effect of significant adjustments     7       (2 )
    Adjusted income taxes   $ 251     $ 225  
                 
    U.S. GAAP tax rate     15.6 %     18.3 %
    Adjusted income tax rate     21.6 %     22.6 %

    (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.
    (ii) The tax effect was calculated using an effective tax rate for each item.

    RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES TO FREE CASH FLOW

        Nine Months Ended September 30,  
        2024   2023
                 
    Cash flows from operating activities   $ 913     $ 823  
    Less: Additions to fixed assets and software for internal use     (106 )     (116 )
    Free Cash Flow   $ 807     $ 707  
    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
    Condensed Consolidated Statements of Income
    (In millions of U.S. dollars, except per share data)
    (Unaudited)
        Three Months Ended
     September 30,
      Nine Months Ended
     September 30,
        2024   2023   2024   2023
    Revenue   $ 2,289     $ 2,166     $ 6,895     $ 6,569  
                             
    Costs of providing services                        
    Salaries and benefits     1,396       1,359       4,135       4,019  
    Other operating expenses     419       396       1,315       1,282  
    Impairment     1,042             1,042        
    Depreciation     60       60       176       184  
    Amortization     56       62       176       203  
    Restructuring costs     8       17       29       30  
    Transaction and transformation     74       113       296       265  
    Total costs of providing services     3,055       2,007       7,169       5,983  
                             
    (Loss)/income from operations     (766 )     159       (274 )     586  
                             
    Interest expense     (65 )     (61 )     (197 )     (172 )
    Other (loss)/income, net     (1,163 )     66       (1,113 )     126  
                             
    (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES   (1,994 )     164       (1,584 )     540  
                             
    Benefit from/(provision for) income taxes     322       (25 )     248       (99 )
                             
    NET (LOSS)/INCOME   (1,672 )     139       (1,336 )     441  
                             
    Income attributable to non-controlling interests     (3 )     (3 )     (8 )     (8 )
                             
    NET (LOSS)/INCOME ATTRIBUTABLE TO WTW   $ (1,675 )   $ 136     $ (1,344 )   $ 433  
                             
    (LOSS)/EARNINGS PER SHARE                        
    Basic (loss)/earnings per share   $ (16.44 )   $ 1.30     $ (13.11 )   $ 4.08  
    Diluted (loss)/earnings per share   $ (16.44 )   $ 1.29     $ (13.11 )   $ 4.06  
                             
    Weighted-average ordinary shares, basic     102       105       103       106  
    Weighted-average ordinary shares, diluted     102       105       103       107  
    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
    Condensed Consolidated Balance Sheets
    (In millions of U.S. dollars, except share data)
    (Unaudited)
        September 30,     December 31,  
        2024     2023  
    ASSETS            
    Cash and cash equivalents   $ 1,372     $ 1,424  
    Fiduciary assets     9,176       9,073  
    Accounts receivable, net     2,118       2,572  
    Prepaid and other current assets     558       364  
    Current assets held for sale     1,089        
    Total current assets     14,313       13,433  
    Fixed assets, net     710       720  
    Goodwill     8,882       10,195  
    Other intangible assets, net     1,360       2,016  
    Right-of-use assets     539       565  
    Pension benefits assets     632       588  
    Other non-current assets     732       1,573  
    Total non-current assets     12,855       15,657  
    TOTAL ASSETS   $ 27,168     $ 29,090  
    LIABILITIES AND EQUITY            
    Fiduciary liabilities   $ 9,176     $ 9,073  
    Deferred revenue and accrued expenses     2,027       2,104  
    Current debt           650  
    Current lease liabilities     122       125  
    Other current liabilities     735       678  
    Current liabilities held for sale     475        
    Total current liabilities     12,535       12,630  
    Long-term debt     5,308       4,567  
    Liability for pension benefits     487       563  
    Deferred tax liabilities     94       542  
    Provision for liabilities     416       365  
    Long-term lease liabilities     556       592  
    Other non-current liabilities     202       238  
    Total non-current liabilities     7,063       6,867  
    TOTAL LIABILITIES     19,598       19,497  
    COMMITMENTS AND CONTINGENCIES            
    EQUITY(i)            
    Additional paid-in capital     10,957       10,910  
    (Accumulated deficit)/retained earnings     (650 )     1,466  
    Accumulated other comprehensive loss, net of tax     (2,810 )     (2,856 )
    Treasury shares, at cost, 15,574 shares in 2024     (5 )      
    Total WTW shareholders’ equity     7,492       9,520  
    Non-controlling interests     78       73  
    Total Equity     7,570       9,593  
    TOTAL LIABILITIES AND EQUITY   $ 27,168     $ 29,090  

     (i)  Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 100,887,015 (2024) and 102,538,072 (2023); Outstanding 100,871,441 (2024) and 102,538,072 (2023) and (b) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2024 and 2023.

    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
    Condensed Consolidated Statements of Cash Flows
    (In millions of U.S. dollars)
    (Unaudited)
        Nine Months Ended September 30,  
        2024     2023  
    CASH FLOWS FROM OPERATING ACTIVITIES            
    NET (LOSS)/INCOME   $ (1,336 )   $ 441  
    Adjustments to reconcile net income to total net cash from operating activities:            
    Depreciation     176       184  
    Amortization     176       203  
    Impairment     1,042        
    Non-cash restructuring charges     17       19  
    Non-cash lease expense     76       83  
    Net periodic benefit of defined benefit pension plans     (15 )     (20 )
    Provision for doubtful receivables from clients     13       8  
    Benefit from deferred income taxes     (379 )     (58 )
    Share-based compensation     85       87  
    Net loss/(gain) on disposal of operations     1,190       (44 )
    Non-cash foreign exchange (gain)/loss     (25 )     1  
    Other, net     32       21  
    Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:            
    Accounts receivable     271       261  
    Other assets     (299 )     (175 )
    Other liabilities     (159 )     (191 )
    Provisions     48       3  
    Net cash from operating activities     913       823  
                 
    CASH FLOWS USED IN INVESTING ACTIVITIES            
    Additions to fixed assets and software for internal use     (106 )     (116 )
    Capitalized software costs     (83 )     (66 )
    Acquisitions of operations, net of cash acquired     (28 )     (6 )
    Proceeds from sale of operations           86  
    Cash and fiduciary funds transferred in sale of operations           (922 )
    Purchase of investments     (13 )     (6 )
    Net cash used in investing activities     (230 )     (1,030 )
                 
    CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES            
    Senior notes issued     746       748  
    Debt issuance costs     (9 )     (7 )
    Repayments of debt     (653 )     (253 )
    Repurchase of shares     (506 )     (804 )
    Net proceeds/(payments) from fiduciary funds held for clients     934       (71 )
    Payments of deferred and contingent consideration related to acquisitions     (2 )     (8 )
    Cash paid for employee taxes on withholding shares     (30 )     (21 )
    Dividends paid     (265 )     (265 )
    Acquisitions of and dividends paid to non-controlling interests     (10 )     (47 )
    Net cash from/(used in) financing activities     205       (728 )
                 
    INCREASE/(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED
       CASH
        888       (935 )
    Effect of exchange rate changes on cash, cash equivalents and restricted cash     32       (54 )
    CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF
       PERIOD (i)
        3,792       4,721  
    CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i)   $ 4,712     $ 3,732  

    (i)  The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets, as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented have been included in the Supplemental Disclosures of Cash Flow Information section.

    SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

        Nine Months Ended September 30,  
        2024     2023  
                 
    Supplemental disclosures of cash flow information:            
    Cash and cash equivalents   $ 1,372     $ 1,247  
    Fiduciary funds (included in fiduciary assets)     3,340       2,485  
    Total cash, cash equivalents and restricted cash   $ 4,712     $ 3,732  
                 
    (Decrease)/increase in cash, cash equivalents and other restricted cash   $ (54 )   $ 5  
    Increase/(decrease) in fiduciary funds     942       (940 )
    Total (i)   $ 888     $ (935 )

    (i) Does not include the effect of exchange rate changes on cash, cash equivalents and restricted cash.

    The MIL Network

  • MIL-OSI: JD.com to Report Third Quarter 2024 Financial Results on November 14, 2024

    Source: GlobeNewswire (MIL-OSI)

    BEIJING, Oct. 31, 2024 (GLOBE NEWSWIRE) — JD.com, Inc. (NASDAQ: JD and HKEX: 9618 (HKD counter) and 89618 (RMB counter), a leading supply chain-based technology and service provider, today announced that it plans to release its unaudited third quarter 2024 financial results on Thursday, November 14, 2024, before the U.S. market opens.

    JD.com’s management will hold a conference call at 7:00 am, Eastern Time on November 14, 2024, (8:00 pm, Beijing/Hong Kong Time on November 14, 2024) to discuss the third quarter 2024 financial results.

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

    PRE-REGISTER LINK: https://s1.c-conf.com/diamondpass/10042830-skvylg.html

    CONFERENCE ID: 10042830

    A telephone replay will be available for one week until November 21, 2024. The dial-in details are as follows:

    US: +1-855-883-1031
    International:
    Hong Kong:
    Mainland China:
    Passcode:
    +61-7-3107-6325
    800-930-639
    400-120-9216
    10042830
     

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

    About JD.com, Inc.

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

    For investor and media inquiries, please contact:

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

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

    The MIL Network

  • MIL-OSI: Blockchain Future: GEM Digital Limited Commits $10M Investment to VSG

    Source: GlobeNewswire (MIL-OSI)

    LONDON, Oct. 31, 2024 (GLOBE NEWSWIRE) — VSG, a leading blockchain ecosystem, has entered a strategic alliance with GEM Digital Limited, securing up to $10 million USD through a token subscription agreement. This partnership is set to accelerate VSG’s mission of delivering cost-effective, decentralised, and scalable solutions across its blockchain platform, solidifying its position in the growing decentralised economy.

    GEM Digital’s extensive investment portfolio and expertise in utility tokens make it a key partner for VSG. With investments across over 30 centralised and decentralised exchanges globally, GEM Digital offers not only financial backing but a vast network and industry insights. The collaboration enhances VSG’s ability to innovate within the blockchain space. For GEM Digital, this investment underlines its commitment to advancing blockchain technology, aligning with VSG’s ambitions to expand applications in enterprise solutions, gaming, NFTs, and decentralised finance (DeFi).

    VSG is known for its focus on security, scalability, and decentralised applications (dApps). The commitment from GEM Digital will allow VSG to develop its ecosystem further by attracting developers, growing its user base, and scaling operations to meet market demand. Part of the funds will support VSG’s upcoming hackathon, an initiative to foster innovation by encouraging developers to create new dApps, enhancing engagement and functionality. As VSG broadens its application range, it seeks to make blockchain more accessible and versatile, meeting the needs of individuals and enterprises alike with real-world solutions.

    Yan Whitaker, VSG co-founder, stated, “We’re thrilled to partner with GEM Digital at this pivotal stage in our journey. With their support, we’re confident in accelerating the development of our blockchain ecosystem and redefining what’s possible in decentralised applications.” Jason Ansell, co-founder of VSG, described the partnership as a milestone, helping VSG drive innovation, expand platform capabilities, and deliver practical blockchain solutions for business and DeFi sectors.

    About GEM Digital Limited

    Based in the Bahamas, GEM Digital Limited is an asset investment firm focused on utility tokens. Its parent company, Global Emerging Markets (“GEM”), is a $3.4 billion alternative investment group with offices in Paris, New York, and the Bahamas, spanning asset classes like Small-Mid Cap Buyouts, Private Investments in Public Equities (PIPEs), and select venture investments.

    About VSG

    Vector Smart Chain (VSC) underpins VSG, aiming to transform decentralised finance through a secure, scalable platform for businesses and individuals.

    Media Contact:

    Fruzsina Lederer
    Fruzsi.lederer@gmail.com

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/60739ca6-0ca5-4582-b269-b3c87f8dacbd

    The MIL Network

  • MIL-OSI: Bitdeer Launches Second-Generation Bitcoin Mining Machine SEALMINER A2, Achieving Roadmap Goals

    Source: GlobeNewswire (MIL-OSI)

    SINGAPORE, Oct. 31, 2024 (GLOBE NEWSWIRE) — Bitdeer Technologies Group (NASDAQ: BTDR), a world-leading technology company for blockchain and high-performance computing, officially unveiled its self-developed Bitcoin mining machine, the SEALMINER A2 series.

    As the second-generation product in the SEALMINER series, SEALMINER A2 mining machine is equipped with Bitdeer’s independently developed second-generation chip, SEAL02. The A2 series achieves further breakthroughs, offering higher power efficiency ratios, enhanced technologies and improved stability, compared to the A1.

    The A2 series includes two models: the air-cooling SEALMINER A2 and the hydro-cooling SEALMINER A2 Hydro, designed to meet mining needs in various environments. Both models adopt advanced cooling technologies and excel in power consumption control and hashrate performance, ensuring stable operation under high-intensity workloads. Test videos of both A2 series models showcasing their exceptional performance have been released.

    SEALMINER A2 vs SEALMINER A2 Hydro

    These are the key specifications for both models:

    • SEALMINER A2: Power efficiency ratio of 16.5J/TH, Hashrate of 226TH/s, Power Consumption of 3,729W.
    • SEALMINER A2 Hydro: Power efficiency ratio of 16.5J/TH, Hashrate of up to 446TH/s, Power Consumption of 7,359W.

    Bitdeer remains committed to enhancing transparency and efficiency in the mining industry through research and development investments and technological innovations, providing the industry with efficient and reliable mining solutions. Bitdeer will continue to uphold the principles of “Innovation, Efficiency, Stability” offering global miners higher-quality and more reliable products and services.

    About SEALMINER
    SEALMINER, a pioneering brand of Bitcoin mining machines under Bitdeer Technologies Group (NASDAQ: BTDR), specializes in offering efficient and sustainable mining solutions. SEALMINER integrates Bitdeer’s self-developed SEAL series of mining chips manufactured using advanced process nodes. By continuously improving power efficiency ratios, SEALMINER is dedicated to providing innovative, efficient, and reliable products and services to customers worldwide. To learn more, visit https://www.bitdeer.com/ or follow Bitdeer on X @ BitdeerOfficial and LinkedIn @ Bitdeer Group.

    Investors and others should note that Bitdeer may announce material information using its website and/or on its accounts on social media platforms, including X (formerly known as Twitter), Facebook, and LinkedIn. Therefore, Bitdeer encourages investors and others to review the information it posts on social media and other communication channels listed on its website.

    Forward-Looking Statements
    Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “look forward to,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including factors discussed in the section entitled “Risk Factors” in Bitdeer’s annual report on Form 20-F, as well as discussions of potential risks, uncertainties, and other important factors in Bitdeer’s subsequent filings with the U.S. Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof. Bitdeer specifically disclaims any obligation to update any forward-looking statement, whether due to new information, future events, or otherwise. Readers should not rely upon the information on this page as current or accurate after its publication date.

    Contacts:
    For Promotional Partnerships:
    marketing@bitdeer.com

    For Sales Consultations:
    sales@bitdeer.com

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/658fc26a-8029-4682-abfd-2cc623896ecd

    The MIL Network

  • MIL-OSI United Kingdom: Mansion House to undergo restoration works in the new year

    Source: City of York

    To help protect and maintain an important cultural asset for the city, York Mansion House will undergo £1.2m maintenance, accessibility and safety improvements.

    It will reopen in in 2025, 300 years after its original construction began.

    To help protect and maintain an important cultural asset for the city, York Mansion House will undergo £1.2m maintenance, accessibility and safety improvements and will reopen in 2025, 300 years after its original construction began.

    One of the earliest civic buildings to be built in the classical style in England, the Mansion House is the official seat of The Rt Hon The Lord Mayor of York, and holds an important collection of items connected to the history of the city over the past 800 years.

    Work to build the house began in 1725 and was completed in 1732. The last major restoration was done in 2015-17, and the upcoming works will be a significant investment in the House.

    This refurbishment aims to address essential maintenance tasks which include repairing wear and tear to the building and to prevent any further deterioration in the historic roof, walls and windows. It will also include important upgrades to the lift to improve the accessibility and environmental performance of the historic building, and decoration works will also refresh the interior where structural work is required.

    The Mansion House will close temporarily on 10 November, when the contents will be safely stored. This will be done with the help of students who will gain valuable practical experience of working in a historical building. Staff will oversee the work, continue with outreach education work and carry out research on the House and its contents.

    Starting in early 2025, the works will be overseen by Buttress Architects which will provide specialist heritage consultancy and conservation architecture. During the project they will lead a team of experts including conservation architects and mechanical, electrical and structural engineers.

    The Rt Hon, The Lord Mayor of York, Councillor Margaret Wells, said:

    Investing in this beautiful historic building ensures it will continue to serve the city and its residents.

    “It’s temporary closure will allow other historic venues to take part in the civic life of the city, such as holding citizenship ceremonies in the elegant Register Office on Bootham, and using Medieval Barley Hall to host the Sheriff’s Ridings.”

    Pauline Stuchfield, Director of Housing and Communities, said:

    The Mansion House has been an essential part of the York landscape for almost 300 years, and it’s important it continues to be available for future generations of residents and visitors.

    “We’re able to carry out these essential works to weather another 300 years of being key to the civic life of the city, a base for our civic party and ready to welcome royalty as it has for centuries.

    “For hundreds of years the Mansion House has hosted some of the most important and significant events in the city and, once these improvements are made, the House will continue to play that role for decades to come.”

    The last major works were carried out in 2015 when £1.2m from the Heritage Lottery Fund (HLF) helped deliver the most significant upgrades since the building first opened. The works included restoring the original kitchens, improving displays, developing an integrated environmental and conservation plan and preparing a detailed oral history project.

    Hannah Bellerby, the project architect from Buttress Architects, said:

    As we approach the Mansion House’s 300th anniversary, it is a privilege for Buttress to lead the efforts in safeguarding this vital piece of York’s civic heritage.

    “Our work focuses on not only preserving the building’s historical integrity but also working to ensure it remains accessible, sustainable, and fit for future generations. Through these planned restorations, we are ensuring that this significant landmark continues to enrich York’s cultural landscape for years to come.”

    The project is due to be completed part way through next year, when it will reopen in time for Yorkshire Day on 1 August and a season of great events including the popular Georgian Festival. Meanwhile more of the city’s treasures can be admired at the Castle Museum, Yorkshire Museum and York Art Gallery.

    MIL OSI United Kingdom

  • MIL-OSI Asia-Pac: Speech by FS at FII Plenary Session: Where is the New Silk Road? (English only)

    Source: Hong Kong Government special administrative region

         Following is the speech by the Financial Secretary, Mr Paul Chan, at the FII Plenary Session: Where is the New Silk Road? in Riyadh, Saudi Arabia, today (October 31, Riyadh time):
     
    Distinguished guests, ladies and gentlemen,
     
         Good afternoon. It is a pleasure to be here with you today as we explore the future of the New Silk Road – or the Belt and Road Initiative – a vision that extends far beyond trade routes, connecting continents through shared values of sustainability, innovation, and common prosperity.
     
         Since its inception in 2013, the Belt and Road Initiative has reshaped the global trade and investment landscape. It has forged significant investments in infrastructure, boosted trade and strengthened people-to-people bonds.
          
         Hong Kong is an active participant, contributor and beneficiary of the Belt and Road Initiative. Over the past decade, Hong Kong has played a vital role in its growth too. For instance, our external trade with Belt and Road economies has increased by around 60 per cent.
          
         For those who are less familiar with our city, Hong Kong is a Special Administrative Region of China administered under a “one country, two systems” principle. On the one hand, we have convenient and at times priority access to the Mainland market, but on the other, retain all the defining characteristics of an international city: open and diverse, rule of law, free flow of goods, capital, information, people, and business practices that align with the best of the world. This uniqueness enables us to serve as the “super connector” in the region, creating opportunities for all.
          
         As the Belt and Road Initiative moves into the next decade, the focus is clear: sustainability and inclusiveness. Green infrastructure projects are at its heart, from solar plants to low-carbon railway transportation. The common aspiration is to pave a “Green Silk Road” benefitting all along the route.
          
         And Hong Kong’s strategic vision to become an international green tech and green finance centre can contribute to the achievement of this common aspiration in many ways.
          
         First, we can address the funding gap. The funding need for green transition is huge – global annual climate investments are estimated to reach US$9 trillion by 2030 and US$10 trillion by 2050. Hong Kong, as one of the top three international financial centres, along with New York and London, and Asia’s green finance leader, is well positioned to mobilise capital to support the green transition by matching quality projects with funding. For instance, we arranged around US$63 billion on average annually over the past three years in green and sustainable debt through our financial institutions. Green bonds issued in Hong Kong account for over one-third of Asia’s total.
          
         But more than funding, we are committed to innovative financing arrangements that help broaden the investor base of green projects. One example is securitisation of infrastructure loans, packaging mature, brownfield projects for investors, thereby releasing funds for investment into other greenfield projects. Hong Kong has issued two batches of such loans already, amounting to US$800 million in more than 50 projects in the Middle East, Asia Pacific, and Latin America.
          
         Second, we can address the technology gap. There is still a significant disparity in green tech adoption globally, with countries in the Global South lacking the financial resources and infrastructure to adopt cutting-edge green solutions. Investment inclinations will also aggravate this gap, as developed nations typically invest more in R&D (research and development) for green technologies.
          
         Hong Kong is home to many green tech start-ups, all sharing the mission to develop technological solutions that combat climate change, which may well fit in the relevant strategies of economies in the MENA (Middle East and North Africa) region. One of them, for example, develops carbon-capture technologies in 3D-printed reef tiles to help restore coral reefs. It now has a production base in Abu Dhabi. 
          
         Third, we can address the knowledge gap. That means linking up people, projects and knowledge. Hong Kong is a compact city, yet has solid experience in city planning and operations, and managing large-scale infrastructure projects. Our expertise in smart cities and green urban planning complements MENA’s ambitions to build digitally connected, sustainable urban centres. These potential partnerships can set the standard for urban resilience and environmental stewardship in the years ahead.
          
         Ladies and gentlemen, the vision of a Green Silk Road presents a unique opportunity for us to collaborate on fostering sustainable, resilient, and inclusive development for future generations. Hong Kong is proud to be part of that effort, and we are committed to making valuable contributions in finance and innovation, and fostering partnerships to strive for a brighter and greener future for all.

    MIL OSI Asia Pacific News

  • MIL-OSI Asia-Pac: ‘Kendriya Grihmantri Dakshata Padak’ awarded to 463 personnel of various States/UTs/CAPFs/CPOs for the year- 2024

    Source: Government of India

    ‘Kendriya Grihmantri Dakshata Padak’ awarded to 463 personnel of various States/UTs/CAPFs/CPOs for the year- 2024

    ‘Kendriya Grihmantri Dakshata Padak’ recognizes excellent work, promote high professional standards and boost the morale of the officials/officers in the fields of Special Operation, Investigation, Intelligence and Forensic Science

    Initiated under the leadership of Prime Minister Shri Narendra Modi and guidance of Union Home Minister and Minister of Cooperation Shri Amit Shah, ‘Kendriya Grihmantri Dakshata Padak’ will boost the morale of all police personnel

    ‘Kendriya Grihmantri Dakshata Padak’ was instituted by Ministry of Home Affairs in February, 2024

    Medal will be announced on 31st October every year, i.e., on the occasion of Birth Anniversary of Sardar Vallabhbhai Patel

    Posted On: 31 OCT 2024 10:17AM by PIB Delhi

    The ‘Kendriya Grihmantri Dakshata Padak’ has been awarded to 463 personnel of various States/Union Territories (UTs)/Central Armed Police Forces (CAPFs)/Central Police Organisations (CPOs) for the year 2024.

    The medal is given to recognize excellent work, promote high professional standards and boost the morale of the concerned official/officer in the following four fields:

     

    (i) Special Operation.

    (ii) Investigation.

    (iii) Intelligence.

    (iv) Forensic Science.

    Initiated under the leadership of Prime Minister Shri Narendra Modi and guidance of Union Home Minister and Minister of Cooperation Shri Amit Shah, ‘Kendriya Grihmantri Dakshata Padak’ will boost the morale of all police personnel

    The ‘Kendriya Grihmantri Dakshata Padak’ has been instituted vide Ministry of Home Affairs’ Notification dated 1st February, 2024. It is to be conferred on members of the Police Forces, Security Organization, Intelligence Wing/Branch/Special Branch of State/UTs/CPOs/CAPFs/National Security Guard (NSG)/Assam Rifles; and Forensic Science (Central/State/Union Territories) in consideration for excellence in Operations, outstanding service in Investigation, exceptional performance indomitable & daring intelligence service, meritorious work done by Serving Government Scientists in the field of  Forensic Science.

    The medal will be announced on 31st of October every year, i.e., on the occasion of Birth Anniversary of Sardar Vallabhbhai Patel.

    The list of awardees is available on MHA website – https://www.mha.gov.in

    Click here to see the list of awardees:

    *****

    RK/VV/PR/PS

    (Release ID: 2069778) Visitor Counter : 104

    Read this release in: Hindi

    MIL OSI Asia Pacific News

  • MIL-OSI Europe: Written question – Accountability of Airbus in the Privatisation of TAP – E-002221/2024

    Source: European Parliament

    22.10.2024

    Question for written answer  E-002221/2024
    to the Commission
    Rule 144
    João Oliveira (The Left)

    The Inspectorate-General of Finance of the Portuguese Republic has carried out an audit that points to the participation of Airbus – a European multinational – in an illegal and criminal scheme for financing TAP’s privatisation in 2015.

    The same conclusion had already been reached by a Portuguese Parliamentary Committee of Inquiry, whose work was completed a year ago. At that time, the Assembly of the Republic asked the Government to request that the European Union investigate that participation and establish the necessary accountabilities for the difficulties that said participation created for the Portuguese Republic.

    In the meantime, the Portuguese Prime Minister has informed the Assembly of the Republic that the Government has not taken ‘any steps’ to implement that resolution of the Assembly of the Republic. This was a regrettable choice, but one that only serves to hold accountable those to made it (the last two Portuguese governments).

    But the question was already referred directly to the European Commission (questions E-001889/2023[1] and P-002436/2023[2]), so we are asking again:

    • 1.Has the European Commission already carried out an assessment of the role played by Airbus in the privatisation process of TAP, in 2015, and its accountability for the damage caused to the Portuguese Republic by that privatisation?
    • 2.If so, what are the results of that assessment? If not, why has no assessment been carried out?

    Submitted: 22.10.2024

    • [1] https://www.europarl.europa.eu/doceo/document/E-9-2023-001889_EN.html
    • [2] https://www.europarl.europa.eu/doceo/document/P-9-2023-002436_EN.html
    Last updated: 31 October 2024

    MIL OSI Europe News

  • MIL-OSI Europe: Ostrava’s encore

    Source: European Investment Bank

    Janáček Philharmonic is one of the leading symphonic orchestras in Czechia. Named after the famous composer Leoš Janáček, who was born in a village near Ostrava, it has hosted major conductors and composers such as Igor Stravinsky, Sergei Prokofiev, and Paul Hindemith. Today, it continues to bring pride to the people and the region.

    When Žemla and local authorities explored new designs for the concert hall, they looked for something that would capture the orchestra’s spirit and significance to the city. They received such a proposal from Steven Holl, a world-class architect renowned for his profound love of music.

    “Steven had the idea that the orchestra itself is the instrument, and the case for that is the hall,” he says. “Just as a case safeguards a delicate and sensitive instrument, the building will do the same for the orchestra.”   

    The new concert hall’s design mimics the organic shapes of a musical instrument case, reflecting Holl’s inspiration from both music and architecture. Holl designed an innovative interior with perforated wooden panels and lighting, creating a space that resonates with musical logic.

    Beyond its primary function as a concert hall, the venue will also serve as a versatile theatre space and host a variety of cultural and educational activities. “There will be theatre halls, educational centres, and spaces for social events, ensuring the building is alive all day, not just during concerts,” says Žemla.

    MIL OSI Europe News

  • MIL-OSI: Cipher Mining Provides Third Quarter 2024 Business Update

    Source: GlobeNewswire (MIL-OSI)

    Completed acquisition of Barber Lake data center site, which includes 250 acres of land in West Texas, a newly constructed high-to-mid voltage substation, approvals for 300 MW, and agreements necessary to participate in the ERCOT market

    Completed acquisition of Reveille data center site, which includes approvals for 70 MW and potential to expand to 200 MW, with energization targeted for 2027

    Signed option agreements to purchase or lease three sites in Texas with targeted power capacity of 500 MW each, suitable for HPC or bitcoin mining

    Third Quarter 2024 Net Loss of $87m, and Adjusted Loss of $3m

    NEW YORK, Oct. 31, 2024 (GLOBE NEWSWIRE) — Cipher Mining Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”) today announced results for its third quarter ended September 30, 2024, with an update on its operations and business strategy.

    “We had a very busy third quarter, especially on the corporate and business development side,” said Tyler Page, CEO. “We were delighted to close our acquisition of the Barber Lake site, which has 300 MW immediately available for energization, and more recently, we also closed on our acquisition of the Reveille site, which is approved for 70 MW and has potential to scale to 200 MW. Looking to the future, we also created a pathway to become one of the largest data center developers in the world by finalizing the purchase of options to acquire three new sites with a total cumulative power capacity of up to 1.5 GW. Cipher’s active portfolio and options for development now total 2.5 GW across 10 sites.”

    “We have made great progress in our discussions with hyperscalers in recent weeks as we seek our first HPC tenants while also continuing to build-out our bitcoin operations with the upgrade of our miner fleet at Odessa. Our operations and construction teams have extensive experience building tier 3 data centers, and we look forward to leveraging their broad skill sets as we expand our scope to bring on our first HPC tenants in the future.”

    “Despite the headwind of record low hashprices for the bitcoin mining industry in the third quarter, our team delivered another set of solid results. The value of our Odessa power purchase agreement took a significant markdown given the passage of time and the drop in forward market prices for electricity, which contributed to the headline net loss this quarter. On an adjusted basis, our adjusted loss was nearly flat quarter-over-quarter, which we see as a testament to our low-cost unit economics given the known challenges presented to the entire industry in the first full quarter after the bitcoin halving. With our fleet upgrade at Odessa in the fourth quarter, we will be powering an extremely efficient fleet of rigs with industry-low costs for electricity, so we should be well-positioned for brighter bitcoin mining conditions going forward,” said Mr. Page.

    Finance and Operations Highlights

    • Completed acquisition of 300 MW Barber Lake data center site
    • Completed acquisition of 70 MW Reveille data center site, which may be expanded to 200 MW and is well-suited for both HPC or bitcoin mining data centers
    • Signed options to acquire up to 1.5 GW of new sites in Texas that are also suitable for both HPC or bitcoin mining data centers
    • Upgrade of Odessa site bringing total self-mining hashrate to ~13.5 EH/s remains on track for Q4 2024
    • Construction of the 300 MW data center at Black Pearl progressing well, with expected energization in Q2 2025
    • Q3 2024 net loss of $87 million, or $0.26 per diluted share, and adjusted loss of $3 million, or $0.01 per diluted share

    Business Update Call and Webcast

    The live webcast and a webcast replay of the conference call can be accessed from the investor relations section of Cipher’s website at https://investors.ciphermining.com. To access this conference call by telephone, register here to receive dial-in numbers and a unique PIN to join the call.

    About Cipher

    Cipher is focused on the development and operation of industrial-scale data centers for bitcoin mining and HPC hosting. Cipher aims to be a market leader in innovation, including in bitcoin mining growth, data center construction and as a hosting partner to the world’s largest HPC companies. To learn more about Cipher, please visit https://www.ciphermining.com/.

    Forward Looking Statements

    This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, such as, statements about our beliefs and expectations regarding our future results of operations and financial position, planned business model and strategy, timing and likelihood of success, capacity, functionality and timing of operation of data centers, expectations regarding the operations of data centers, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions).

    These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts we may make to modify aspects of our business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipher’s business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”), as any such factors may be updated from time to time in the Company’s other filings with the SEC, including without limitation, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

    Non-GAAP Financial Measures

    This press release includes supplemental financial measures, including Adjusted Earnings (Loss) and Adjusted Earnings (Loss) per share – diluted, in each case , which exclude the impact of (i) the non-cash change in fair value of derivative asset, (ii) share-based compensation expense, (iii) depreciation and amortization, (iv) deferred income tax expense, (v) nonrecurring gains and losses and (vi) the non-cash change in fair value of warrant liability. These supplemental financial measures are not a measurement of financial performance under accounting principles generally accepted in the United Stated (“GAAP”) and, as a result, these supplemental financial measures may not be comparable to similarly titled measures of other companies. Management uses these non-GAAP financial measures internally to help understand, manage, and evaluate our business performance and to help make operating decisions. We believe the use of these non-GAAP financial measures can also facilitate comparison of our operating results to those of our competitors.

    Non-GAAP financial measures are subject to material limitations as they are not in accordance with, or a substitute for, measurements prepared in accordance with GAAP. For example, we expect that share-based compensation expense, which is excluded from the non-GAAP financial measures, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers and directors. Similarly, we expect that depreciation and amortization will continue to be an expense over the term of the useful life of the related assets. Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our financial statements prepared in accordance with GAAP. We rely primarily on such financial statements to understand, manage and evaluate our business performance and use the non-GAAP financial measures only supplementally.

    Contacts:
    Investor Contact:
    Josh Kane
    Head of Investor Relations at Cipher Mining
    josh.kane@ciphermining.com

    Media Contact:
    Ryan Dicovitsky / Kendal Till
    Dukas Linden Public Relations
    CipherMining@DLPR.com

     
    CIPHER MINING INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (in thousands, except for share and per share amounts)
    (unaudited)
     
      September 30,
    2024
      December 31,
    2023
    ASSETS      
    Current assets      
    Cash and cash equivalents $ 25,342     $ 86,105  
    Accounts receivable   226       622  
    Receivables, related party   59       245  
    Prepaid expenses and other current assets   3,488       3,670  
    Bitcoin   95,459       32,978  
    Derivative asset   27,185       31,878  
    Total current assets   151,759       155,498  
    Restricted cash   14,392        
    Property and equipment, net   310,699       243,815  
    Deposits on equipment   144,573       30,812  
    Intangible assets, net   25,742       8,109  
    Investment in equity investees   54,973       35,258  
    Derivative asset   47,225       61,713  
    Operating lease right-of-use asset   10,564       7,077  
    Security deposits   15,301       23,855  
    Other noncurrent assets   210        
    Total assets $ 775,438     $ 566,137  
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
    Current liabilities      
    Accounts payable $ 13,154     $ 4,980  
    Accounts payable, related party         1,554  
    Accrued expenses and other current liabilities   40,764       22,439  
    Finance lease liability, current portion   3,695       3,404  
    Operating lease liability, current portion   1,479       1,166  
    Warrant liability         250  
    Total current liabilities   59,092       33,793  
    Asset retirement obligation   19,810       18,394  
    Finance lease liability   8,319       11,128  
    Operating lease liability   9,662       6,280  
    Deferred tax liability   6,564       5,206  
    Total liabilities   103,447       74,801  
    Commitments and contingencies (Note 13)      
    Stockholders’ equity      
    Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of September 30, 2024, and December 31, 2023          
    Common stock, $0.001 par value, 500,000,000 shares authorized, 355,771,238 and 296,276,536 shares issued as of September 30, 2024 and December 31, 2023, respectively, and 347,800,186 and 290,957,862 shares outstanding as of September 30, 2024, and December 31, 2023, respectively   356       296  
    Additional paid-in capital   870,565       627,822  
    Accumulated deficit   (198,922 )     (136,777 )
    Treasury stock, at par, 7,971,052 and 5,318,674 shares at September 30, 2024 and December 31, 2023, respectively   (8 )     (5 )
    Total stockholders’ equity   671,991       491,336  
    Total liabilities and stockholders’ equity $ 775,438     $ 566,137  
     
    CIPHER MINING INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (in thousands, except for share and per share amounts)
    (unaudited)
     
      Three Months Ended September 30,   Nine Months Ended September 30,
        2024       2023       2024       2023  
    Revenue – bitcoin mining $ 24,102     $ 30,304     $ 109,047     $ 83,423  
    Costs and operating expenses (income)              
    Cost of revenue   15,063       13,008       44,164       37,017  
    Compensation and benefits   14,738       17,071       44,058       41,676  
    General and administrative   8,919       6,827       23,362       20,977  
    Depreciation and amortization   28,636       16,217       66,131       42,284  
    Change in fair value of derivative asset   48,520       (4,744 )     19,181       (13,294 )
    Power sales   (1,444 )     (2,720 )     (3,726 )     (8,469 )
    Equity in (income) losses of equity investees   (847 )     1,998       (1,008 )     4,179  
    Losses (gains) on fair value of bitcoin   1,911       1,848       (22,336 )     (3,276 )
    Other gains         (95 )           (2,355 )
    Total costs and operating expenses   115,496       49,410       169,826       118,739  
    Operating loss   (91,394 )     (19,106 )     (60,779 )     (35,316 )
    Other income (expense)              
    Interest income   1,188       11       3,027       112  
    Interest expense   (346 )     (627 )     (1,118 )     (1,513 )
    Change in fair value of warrant liability         10       250       (49 )
    Other expense   (4 )     (6 )     (1,235 )     (18 )
    Total other income (expense)   838       (612 )     924       (1,468 )
    Loss before taxes   (90,556 )     (19,718 )     (59,855 )     (36,784 )
    Current income tax expense   (211 )     (95 )     (932 )     (143 )
    Deferred income tax benefit (expense)   4,013       1,192       (1,358 )     555  
    Total income tax benefit (expense)   3,802       1,097       (2,290 )     412  
    Net loss $ (86,754 )   $ (18,621 )   $ (62,145 )   $ (36,372 )
    Loss per share – basic and diluted $ (0.26 )   $ (0.07 )   $ (0.20 )   $ (0.15 )
    Weighted average shares outstanding – basic   332,680,037       251,789,350       314,820,110       249,858,033  
    Weighted average shares outstanding – diluted   332,680,037       251,789,350       314,820,110       249,858,033  
     
    CIPHER MINING INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in thousands)
    (unaudited)
     
      Nine Months Ended September 30,
        2024       2023  
    Cash flows from operating activities      
    Net loss $ (62,145 )   $ (36,372 )
    Adjustments to reconcile net loss to net cash used in operating activities:      
    Depreciation   65,661       42,284  
    Amortization of intangible assets   470        
    Amortization of operating right-of-use asset   888       688  
    Share-based compensation   31,865       28,687  
    Equity in losses (gains) of equity investees   (1,008 )     4,179  
    Non-cash lease expense   429       1,477  
    Other   (1,235 )      
    Deferred income taxes   1,358       (555 )
    Bitcoin received as payment for services   (109,443 )     (83,161 )
    Change in fair value of derivative asset   19,181       (13,294 )
    Change in fair value of warrant liability   (250 )     49  
    Gains on fair value of bitcoin   (22,336 )     (3,276 )
    Changes in assets and liabilities:      
    Accounts receivable   396       (262 )
    Receivables, related party   186       (958 )
    Prepaid expenses and other current assets   182       3,238  
    Security deposits   16,851       144  
    Other non-current assets   (210 )      
    Accounts payable   565       2,366  
    Accounts payable, related party         (1,529 )
    Accrued expenses and other current liabilities   62       10,732  
    Lease liabilities         (762 )
    Net cash used in operating activities   (58,533 )     (46,325 )
    Cash flows from investing activities      
    Proceeds from sale of bitcoin   79,786       78,729  
    Deposits on equipment   (135,263 )     (4,533 )
    Purchases of property and equipment   (92,373 )     (32,980 )
    Purchases and development of software   (1,059 )      
    Purchase of strategic contracts   (17,044 )      
    Capital distributions from equity investees         3,807  
    Investment in equity investees   (29,194 )     (3,545 )
    Prepayments on financing lease         (3,676 )
    Net cash (used in) provided by investing activities   (195,147 )     37,802  
    Cash flows from financing activities      
    Proceeds from the issuance of common stock   225,181       11,644  
    Offering costs paid for the issuance of common stock   (3,487 )     (298 )
    Repurchase of common shares to pay employee withholding taxes   (10,760 )     (3,224 )
    Principal payments on financing lease   (3,625 )     (8,184 )
    Net cash provided by (used in) financing activities   207,309       (62 )
    Net decrease in cash, cash equivalents, and restricted cash   (46,371 )     (8,585 )
    Cash, cash equivalents, and restricted cash, beginning of the period   86,105       11,927  
    Cash and cash equivalents, and restricted cash, end of the period $ 39,734     $ 3,342  
      Nine Months Ended September 30,
        2024       2023  
    Supplemental disclosure of noncash investing and financing activities        
    Reclassification of deposits on equipment to property and equipment $ 21,502     $ 74,186  
    Property and equipment purchases in accounts payable and accrued expenses $ 17,422     $  
    Bitcoin received from equity investees $ 10,487     $ 317  
    Settlement of related party payable related to master services and supply agreement $ 1,554     $  
    Right-of-use asset obtained in exchange for finance lease liability $ 4,375     $ 14,212  
    Sales tax accrual on machine purchases $ 1,388     $ 1,837  
    Equity method investment acquired for non-cash consideration $     $ 1,926  
    Finance lease cost in accrued expenses $     $ 2,060  
                   

    The following table provides a reconciliation of Cash and cash equivalents together with Restricted cash as reported within the Condensed Consolidated Balance Sheets to the sum of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows.

       
      Nine Months Ended September 30,
        2024       2023  
    Cash and cash equivalents $ 25,342     $ 3,342  
    Restricted cash $ 14,392     $  
    Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 39,734     $ 3,342  
                   

    Non-GAAP Financial Measures

    The following are reconciliations of our Adjusted Earnings (Loss) and Adjusted Earnings (Loss) per share – diluted, in each case excluding the impact of (i) the non-cash change in fair value of derivative asset, (ii) share-based compensation expense, (iii) depreciation and amortization, (iv) deferred income tax expense, (v) nonrecurring gains and losses and (vi) the non-cash change in fair value of warrant liability, to the most directly comparable GAAP measures for the periods indicated (in thousands, except for per share amounts):

           
      Three Months Ended September 30,   Nine Months Ended September 30,
        2024       2023       2024       2023  
    Reconciliation of Adjusted Earnings:              
    Net loss $ (86,754 )   $ (18,621 )   $ (62,145 )   $ (36,372 )
    Change in fair value of derivative asset   48,520       (4,744 )     19,181       (13,294 )
    Share-based compensation expense   10,211       10,699       31,865       17,988  
    Depreciation and amortization   28,636       16,217       66,131       42,284  
    Deferred income tax expense   (4,013 )     (1,192 )     1,358       (555 )
    Other gains – nonrecurring         (95 )           (2,355 )
    Change in fair value of warrant liability         (10 )     (250 )     49  
    Adjusted (loss) earnings $ (3,400 )   $ 2,254     $ 56,140     $ 7,745  
                   
                   
    Reconciliation of Adjusted Earnings per share – diluted:              
    Net loss per share – diluted $ (0.26 )   $ (0.07 )   $ (0.20 )   $ (0.15 )
    Change in fair value of derivative asset per diluted share   0.14       (0.02 )     0.07       (0.05 )
    Share-based compensation expense per diluted share   0.03       0.04       0.10       0.07  
    Depreciation and amortization per diluted share   0.09       0.06       0.21       0.17  
    Deferred income tax expense per diluted share   (0.01 )                  
    Other gains – nonrecurring per diluted share                     (0.01 )
    Change in fair value of warrant liability per diluted share                      
    Adjusted (loss) earnings per diluted share $ (0.01 )   $ 0.01     $ 0.18     $ 0.03  

    The MIL Network

  • MIL-OSI: Bitfarms Enters into Second 10,000 Miner Hosting Agreement with Stronghold Digital Mining

    Source: GlobeNewswire (MIL-OSI)

    – Follows initial 10,000 miner hosting agreement announced in September –

    – Agreement supports 2.2 EH/s –

    This news release constitutes a “designated news release” for the purposes of the Company’s amended and restated prospectus supplement dated October 4, 2024, to its short form base shelf prospectus dated November 10, 2023.

    TORONTO, Ontario and BROSSARD, Québec, Oct. 31, 2024 (GLOBE NEWSWIRE) — Bitfarms Ltd. (NASDAQ/TSX: BITF) (“Bitfarms” or the “Company”), a global leader in vertically integrated Bitcoin data center operations, has, through one of its subsidiaries, entered into a second miner hosting agreement (the “Hosting Agreement”) with Stronghold Digital Mining Hosting, LLC, a subsidiary of Stronghold Digital Mining, Inc.  (NASDAQ: SDIG) (“Stronghold”) at Stronghold’s Scrubgrass site in Pennsylvania.

    Under the terms of the Hosting Agreement, Bitfarms will deploy an additional 10,000 miners, originally expected to be used for its Yguazu, Paraguay site, to Stronghold’s Scrubgrass site. Energization is anticipated to start in December 2024.

    “Optimizing our assets with these rapid upgrades at Stronghold’s Pennsylvania sites will provide significant near-term value for Bitfarms,” stated Ben Gagnon, CEO. “The 20,000 miners we are deploying at the two sites between the two hosting agreements will boast efficiency of ~20.5 w/TH, continuing to improve our overall fleet efficiency. Vertically integrating our operations with Stronghold’s existing power generation infrastructure reduces capital expenditure requirements and allows us to take greater control over our cost of power via energy trading and better utilization of the T21’s wide range of operating modes. We look forward to completing our acquisition of Stronghold and executing our strategy to increase our U.S. footprint and diversify beyond Bitcoin mining.”

    The initial term of the Hosting Agreement will expire on December 31, 2025, after which it will automatically renew for additional one-year periods unless either party provides written notice of non-renewal. Pursuant to the Hosting Agreement, Bitfarms will pay Stronghold a monthly fee equal to fifty percent of the profit generated by the Bitfarms miners. In connection with the execution of the Hosting Agreement, Bitfarms also deposited with Stronghold $7.8 million, equal to the estimated cost of power for three months of operations of the Bitfarms miners, which will be refundable in full to Bitfarms at the end of the initial term.

    About Bitfarms
    Founded in 2017, Bitfarms is a global vertically integrated Bitcoin data center company that contributes its computational power to one or more mining pools from which it receives payment in Bitcoin. Bitfarms develops, owns, and operates vertically integrated mining facilities with in-house management and company-owned electrical engineering, installation service, and multiple onsite technical repair centers. The Company’s proprietary data analytics system delivers best-in-class operational performance and uptime.

    Bitfarms currently has 12 operating Bitcoin data centers and two under development, as well as hosting agreements with two data centers, in four countries: Canada, the United States, Paraguay, and Argentina. Powered predominantly by environmentally friendly hydro-electric and long-term power contracts, Bitfarms is committed to using sustainable and often underutilized energy infrastructure.

    To learn more about Bitfarms’ events, developments, and online communities:

    www.bitfarms.com
    https://www.facebook.com/bitfarms/
    https://twitter.com/Bitfarms_io
    https://www.instagram.com/bitfarms/
    https://www.linkedin.com/company/bitfarms/

    Glossary of Terms

    • EH or EH/s = Exahash or exahash per second
    • w/TH = Watts/Terahash efficiency (includes cost of powering supplementary equipment)

    Forward-Looking Statements

    This news release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that are based on expectations, estimates and projections as at the date of this news release and are covered by safe harbors under Canadian and United States securities laws. The statements and information in this release regarding the impact of the Hosting Agreement, projected growth, target hashrate, opportunities relating to the Company’s geographical diversification and expansion, deployment of miners as well as the timing therefor, closing of the Stronghold acquisition on a timely basis and on the terms as announced, , the ability to gain access to additional electrical power and grow hashrate of the Stronghold business, performance of the plants and equipment upgrades and the impact on operating capacity including the target hashrate and multi-year expansion capacity, the opportunities to leverage Bitfarms’ proven expertise to successfully enhance energy efficiency and hashrate, and other statements regarding future growth, plans and objectives of the Company are forward-looking information.

    Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “prospects”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.

    This forward-looking information is based on assumptions and estimates of management of Bitfarms at the time they were made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of Bitfarms to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors, risks and uncertainties include, among others: receipt of the approval of the shareholders of Stronghold and the Toronto Stock Exchange for the Stronghold acquisition as well as other applicable regulatory approvals; that the Stronghold acquisition may not close within the timeframe anticipated or at all or may not close on the terms and conditions currently anticipated by the parties for a number of reasons including, without limitation, as a result of a failure to satisfy the conditions to closing of the Stronghold acquisition; the construction and operation of new facilities may not occur as currently planned, or at all; expansion of existing facilities may not materialize as currently anticipated, or at all; new miners may not perform up to expectations; revenue may not increase as currently anticipated, or at all; the ongoing ability to successfully mine digital currency is not assured; failure of the equipment upgrades to be installed and operated as planned; the availability of additional power may not occur as currently planned, or at all; expansion may not materialize as currently anticipated, or at all; the power purchase agreements and economics thereof may not be as advantageous as expected; potential environmental cost and regulatory penalties due to the operation of the Stronghold plants which entail environmental risk and certain additional risk factors particular to the business of Stronghold including, land reclamation requirements may be burdensome and expensive, changes in tax credits related to coal refuse power generation could have a material adverse effect on the business, financial condition, results of operations and future development efforts, competition in power markets may have a material adverse effect on the results of operations, cash flows and the market value of the assets, the business is subject to substantial energy regulation and may be adversely affected by legislative or regulatory changes, as well as liability under, or any future inability to comply with, existing or future energy regulations or requirements, the operations are subject to a number of risks arising out of the threat of climate change, and environmental laws, energy transitions policies and initiatives and regulations relating to emissions and coal residue management, which could result in increased operating and capital costs and reduce the extent of business activities, operation of power generation facilities involves significant risks and hazards customary to the power industry that could have a material adverse effect on our revenues and results of operations, and there may not have adequate insurance to cover these risks and hazards, employees, contractors, customers and the general public may be exposed to a risk of injury due to the nature of the operations, limited experience with carbon capture programs and initiatives and dependence on third-parties, including consultants, contractors and suppliers to develop and advance carbon capture programs and initiatives, and failure to properly manage these relationships, or the failure of these consultants, contractors and suppliers to perform as expected, could have a material adverse effect on the business, prospects or operations; the digital currency market; the ability to successfully mine digital currency; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on operations; an increase in network difficulty may have a significant negative impact on operations; the volatility of digital currency prices; the anticipated growth and sustainability of hydroelectricity for the purposes of cryptocurrency mining in the applicable jurisdictions; the inability to maintain reliable and economical sources of power to operate cryptocurrency mining assets; the risks of an increase in electricity costs, cost of natural gas, changes in currency exchange rates, energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which Bitfarms and Stronghold operate and the potential adverse impact on profitability; future capital needs and the ability to complete current and future financings, including Bitfarms’ ability to utilize an at-the-market offering program ( “ATM Program”) and the prices at which securities may be sold in such ATM Program, as well as capital market conditions in general; share dilution resulting from an ATM Program and from other equity issuances; volatile securities markets impacting security pricing unrelated to operating performance; the risk that a material weakness in internal control over financial reporting could result in a misstatement of financial position that may lead to a material misstatement of the annual or interim consolidated financial statements if not prevented or detected on a timely basis; historical prices of digital currencies and the ability to mine digital currencies that will be consistent with historical prices; and the adoption or expansion of any regulation or law that will prevent Bitfarms from operating its business, or make it more costly to do so. For further information concerning these and other risks and uncertainties, refer to Bitfarms’ filings on www.sedarplus.ca (which are also available on the website of the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov), including the MD&A for the year-ended December 31, 2023, filed on March 7, 2024 and the MD&A for the three and six months ended June 30, 2024 filed on August 8, 2024, and its registration statement on Form F-4 (File No. 333-282657) filed by Bitfarms with the SEC (the “registration statement”), which includes a proxy statement of Stronghold that also constitutes a prospectus of Bitfarms (the “proxy statement/prospectus”). Although Bitfarms has attempted to identify important factors that could cause actual results to differ materially from those expressed in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended, including factors that are currently unknown to or deemed immaterial by Bitfarms. There can be no assurance that such statements will prove to be accurate as actual results, and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on any forward-looking information. Bitfarms does not undertake any obligation to revise or update any forward-looking information other than as required by law.   Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the Toronto Stock Exchange, Nasdaq, or any other securities exchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.

    Additional Information about the Merger and Where to Find It

    This communication relates to a proposed merger between Stronghold and Bitfarms. In connection with the proposed merger, Bitfarms has filed the registration statement with the SEC. After the registration statement is declared effective, Stronghold will mail the proxy statement/prospectus to its shareholders. This communication is not a substitute for the registration statement, the proxy statement/prospectus or any other relevant documents Bitfarms and Stronghold has filed or will file with the SEC. Investors are urged to read the proxy statement/prospectus (including all amendments and supplements thereto) and other relevant documents filed with the SEC carefully and in their entirety if and when they become available because they will contain important information about the proposed merger and related matters.

    Investors may obtain free copies of the registration statement, the proxy statement/prospectus and other relevant documents filed by Bitfarms and Stronghold with the SEC, when they become available, through the website maintained by the SEC at www sec.gov. Copies of the documents may also be obtained for free from Bitfarms by contacting Bitfarms’ Investor Relations Department at investors@bitfarms.com and from Stronghold by contacting Stronghold’s Investor Relations Department at SDIG@gateway-grp.com.

    No Offer or Solicitation
    This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

    Participants in Solicitation Relating to the Merger
    Bitfarms, Stronghold, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies from Stronghold’s shareholders in respect of the proposed merger. Information regarding Bitfarms’ directors and executive officers can be found in Bitfarms’ annual information form for the year ended December 31, 2023, filed on March 7, 2024, as well as its other filings with the SEC. Information regarding Stronghold’s directors and executive officers can be found in Stronghold’s proxy statement for its 2024 annual meeting of stockholders, filed with the SEC on April 29, 2024, and supplemented on June 7, 2024, and in its Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024. This communication may be deemed to be solicitation material in respect of the proposed merger. Additional information regarding the interests of such potential participants, including their respective interests by security holdings or otherwise, is set forth in the proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed merger if and when they become available. These documents are available free of charge on the SEC’s website and from Bitfarms and Stronghold using the sources indicated above.

    Investor Relations Contacts:
    Bitfarms
    Tracy Krumme
    SVP, Head of IR & Corp. Comms.
    +1 786-671-5638
    tkrumme@bitfarms.com

    Media Contacts:
    Québec: Tact
    Louis-Martin Leclerc
    +1 418-693-2425
    lmleclerc@tactconseil.ca

    The MIL Network

  • MIL-OSI: Allegro MicroSystems Reports Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    MANCHESTER, N.H., Oct. 31, 2024 (GLOBE NEWSWIRE) — Allegro MicroSystems, Inc. (“Allegro” or the “Company”) (Nasdaq: ALGM), a global leader in power and sensing semiconductor solutions for motion control and energy efficient systems, today announced financial results for its second quarter ended September 27, 2024.

    “We delivered results in-line with our commitments. Second quarter sales were $187 million, with sequential growth in both Automotive and Industrial and Other end markets. Non-GAAP EPS was $0.08, at the high end of our outlook,” said Vineet Nargolwala, President and CEO of Allegro. “We are encouraged by the continued demand for our differentiated solutions and the progress made by our customers and partners to rebalance their inventories. We continue to invest for growth to extend our market leadership. The accelerating pace of our new product introductions, as evidenced by our latest product releases, sets the stage for significant growth momentum in the near future.”

    Second Quarter Financial Highlights:

    In thousands, except per share data   Three-Month Period Ended     Six-Month Period Ended  
        September 27,
    2024
        June 28,
    2024
        September 29,
    2023
        September 27,
    2024
        September 29,
    2023
     
        (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
    Net Sales                              
    Automotive   $ 141,893     $ 131,184     $ 197,321     $ 273,077     $ 382,751  
    Industrial and other     45,498       35,735       78,188       81,233       171,051  
    Total net sales   $ 187,391     $ 166,919     $ 275,509     $ 354,310     $ 553,802  
    GAAP Financial Measures                              
    Gross margin %     45.7 %     44.8 %     57.9 %     45.3 %     57.3 %
    Operating margin %     2.2 %     (6.4 )%     26.5 %     (1.9 )%     25.9 %
    Diluted EPS   $ (0.18 )   $ (0.09 )   $ 0.34     $ (0.27 )   $ 0.65  
    Non-GAAP Financial Measures                              
    Gross margin %     48.8 %     48.8 %     58.3 %     48.8 %     58.1 %
    Operating margin %     11.7 %     6.0 %     31.3 %     9.0 %     31.0 %
    Diluted EPS   $ 0.08     $ 0.03     $ 0.40     $ 0.11     $ 0.79  

    Business Outlook

    For the third quarter of fiscal year 2025 ending December 27, 2024, the Company expects net sales to be in the range of $170 million to $180 million. This outlook comprehends continued progress toward vehicle electrification and ongoing inventory rebalancing as reflected in the latest third-party estimates, as well as typical December quarter seasonality. The Company also estimates the following results on a non-GAAP basis:

    • Gross Margin is expected to be between 49% and 51%,
    • The Company made a voluntary $25 million payment on its term loan facility on October 31, 2024 and now expects Interest Expense to be approximately $6 million, and
    • Diluted Earnings per Share are expected to be between $0.04 and $0.08.

    Allegro has not provided a reconciliation of its third fiscal quarter outlook for non-GAAP Gross Margin, non-GAAP Interest Expense, and non-GAAP Diluted Earnings per Share because estimates of all of the reconciling items cannot be provided without unreasonable efforts. It is difficult to reasonably provide a forward-looking estimate between such forward-looking non-GAAP measures and the comparable forward-looking U.S. generally accepted accounting principles (“GAAP”) measures. Certain factors that are materially significant to Allegro’s ability to estimate these items are out of its control and/or cannot be reasonably predicted.

    Earnings Webcast

    A webcast will be held on Thursday, October 31, 2024 at 8:30 a.m., Eastern Time. Vineet Nargolwala, President and Chief Executive Officer, and Derek P. D’Antilio, Executive Vice President and Chief Financial Officer, will discuss Allegro’s business and financial results.

    The webcast will be available on the Investor Relations section of the Company’s website at investors.allegromicro.com. A recording of the webcast will be posted in the same location shortly after the call concludes and will be available for at least 90 days.

    About Allegro MicroSystems

    Allegro MicroSystems is a leading global designer, developer, fabless manufacturer and marketer of sensor integrated circuits (“ICs”) and application-specific analog power ICs enabling emerging technologies in the automotive and industrial markets. Allegro’s diverse product portfolio provides efficient and reliable solutions for the electrification of vehicles, automotive ADAS safety features, automation for Industry 4.0 and power saving technologies for data centers and clean energy applications.

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, contained in this press release including statements regarding our future results of operations and financial position, business strategy, prospective products and the plans and objectives of management for future operations, including, among others, statements regarding the liquidity, growth and profitability strategies and factors affecting our business are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

    Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “exploring,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “would,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seek,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. No forward-looking statement is a guarantee of future results, performance or achievements, and one should avoid placing undue reliance on such statements.

    Forward-looking statements are based on our management’s current expectations, beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended March 29, 2024, as any such factors may be updated from time to time in our Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission (the “SEC”). These risks and uncertainties include, but are not limited to: downturns or volatility in general economic conditions; our ability to compete effectively, expand our market share and increase our net sales and profitability; our reliance on a limited number of third-party semiconductor wafer fabrication facilities and suppliers of other materials; any failure to adjust purchase commitments and inventory management based on changing market conditions or customer demand; shifts in our product mix, customer mix or channel mix, which could negatively impact our gross margin; the cyclical nature of the semiconductor industry, including the analog segment in which we compete; any downturn or disruption in the automotive market or industry; our ability to successfully integrate the acquisition of other companies or technologies and products into our business; our ability to compensate for decreases in average selling prices of our products and increases in input costs; our ability to manage any sustained yield problems or other delays at our third-party wafer fabrication facilities or in the final assembly and test of our products; our ability to accurately predict our quarterly net sales and operating results and meet the expectations of investors; our dependence on manufacturing operations in the Philippines; our reliance on distributors to generate sales; events beyond our control impacting us, our key suppliers or our manufacturing partners; our ability to develop new product features or new products in a timely and cost-effective manner; our ability to manage growth; any slowdown in the growth of our end markets; the loss of one or more significant customers; our ability to meet customers’ quality requirements; uncertainties related to the design win process and our ability to recover design and development expenses and to generate timely or sufficient net sales or margins; changes in government trade policies, including the imposition of export restrictions and tariffs; our exposures to warranty claims, product liability claims and product recalls; our dependence on international customers and operations; the availability of rebates, tax credits and other financial incentives on end-user demands for certain products; risks, liabilities, costs and obligations related to governmental regulations and other legal obligations, including export/trade control, privacy, data protection, information security, cybersecurity, consumer protection, environmental and occupational health and safety, antitrust, anti-corruption and anti-bribery, product safety, environmental protection, employment matters and tax; the volatility of currency exchange rates; our ability to raise capital to support our growth strategy; our indebtedness may limit our flexibility to operate our business; our ability to effectively manage our growth and to retain key and highly skilled personnel; our ability to protect our proprietary technology and inventions through patents or trade secrets; our ability to commercialize our products without infringing third-party intellectual property rights; disruptions or breaches of our information technology systems or confidential information or those of our third-party service providers; our principal stockholders has substantial control over us; anti-takeover provisions in our organizational documents and under the General Corporation Law of the State of Delaware; any failure to design, implement or maintain effective internal control over financial reporting; changes in tax rates or the adoption of new tax legislation; the negative impacts of sustained inflation on our business; the physical, transition and litigation risks presented by climate change; and other events beyond our control. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

    You should read this press release and the documents that we reference completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. All forward-looking statements speak only as of the date of this press release, and except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events, changed circumstances or otherwise.

    This press release includes certain non-GAAP financial measures as defined by the SEC rules. These non-GAAP financial measures are provided in addition to, and not as a substitute for or superior to measures of, financial performance prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of the presented non-GAAP financial measures as tools for comparison.

    This press release may not be reproduced, forwarded to any person or published, in whole or in part.

       
    ALLEGRO MICROSYSTEMS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (in thousands, except share and per share amounts)
    (Unaudited)
     
       
        Three-Month Period Ended     Six-Month Period Ended  
        September 27,
    2024
        September 29,
    2023
        September 27,
    2024
        September 29,
    2023
     
    Net sales   $ 187,391     $ 275,509     $ 354,310     $ 553,802  
    Cost of goods sold     101,729       116,006       193,877       236,349  
    Gross profit     85,662       159,503       160,433       317,453  
    Operating expenses:                        
    Research and development     43,510       43,428       88,714       86,403  
    Selling, general and administrative     38,085       43,160       78,282       87,389  
    Total operating expenses     81,595       86,588       166,996       173,792  
    Operating income (loss)     4,067       72,915       (6,563 )     143,661  
    Interest and other (expense) income     (12,398 )     156       (18,341 )     (2,486 )
    Loss on change in fair value of forward repurchase contract     (34,752 )           (34,752 )      
    (Loss) income before income taxes     (43,083 )     73,071       (59,656 )     141,175  
    Income tax (benefit) provision     (9,470 )     7,400       (8,430 )     14,615  
    Net (loss) income     (33,613 )     65,671       (51,226 )     126,560  
    Net income attributable to non-controlling interests     62       54       124       93  
    Net (loss) income attributable to Allegro MicroSystems, Inc.   $ (33,675 )   $ 65,617     $ (51,350 )   $ 126,467  
    Net (loss) income per common share attributable to Allegro MicroSystems, Inc.:                        
    Basic   $ (0.18 )   $ 0.34     $ (0.27 )   $ 0.66  
    Diluted   $ (0.18 )   $ 0.34     $ (0.27 )   $ 0.65  
    Weighted average shares outstanding:                        
    Basic     189,182,850       192,431,094       191,324,281       192,214,210  
    Diluted     189,182,850       195,100,855       191,324,281       195,055,495  
                                     

    Supplemental Schedule of Total Net Sales

    The following table summarizes total net sales by market within the Company’s unaudited condensed consolidated statements of operations:

        Three-Month Period Ended     Change     Six-Month Period Ended     Change  
        September 27,
    2024
        September 29,
    2023
        Amount     %     September 27,
    2024
        September 29,
    2023
        Amount     %  
        (Dollars in thousands)     (Dollars in thousands)  
    Automotive   $ 141,893     $ 197,321     $ (55,428 )     (28 )%   $ 273,077     $ 382,751     $ (109,674 )     (29 )%
    Industrial and other     45,498       78,188       (32,690 )     (42 )%     81,233       171,051       (89,818 )     (53 )%
    Total net sales   $ 187,391     $ 275,509     $ (88,118 )     (32 )%   $ 354,310     $ 553,802     $ (199,492 )     (36 )%
     
    ALLEGRO MICROSYSTEMS, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (in thousands)
     
        September 27,
    2024
        March 29,
    2024
     
        (Unaudited)        
    Assets            
    Current assets:            
    Cash and cash equivalents   $ 188,751     $ 212,143  
    Restricted cash     10,287       10,018  
    Trade accounts receivable, net     76,985       118,508  
    Inventories     176,648       162,302  
    Prepaid income taxes     38,636       31,908  
    Prepaid expenses and other current assets     32,253       33,584  
    Current portion of related party notes receivable           3,750  
    Total current assets     523,560       572,213  
    Property, plant and equipment, net     325,051       321,175  
    Deferred income tax assets     61,839       54,496  
    Goodwill     203,151       202,425  
    Intangible assets, net     266,753       276,854  
    Related party notes receivable, less current portion           4,688  
    Equity investment in related party     30,186       26,727  
    Other assets     81,577       72,025  
    Total assets   $ 1,492,117     $ 1,530,603  
    Liabilities, Non-Controlling Interests and Stockholders’ Equity            
    Current liabilities:            
    Trade accounts payable   $ 50,245     $ 35,964  
    Amounts due to related party     5,546       1,626  
    Accrued expenses and other current liabilities     62,742       76,389  
    Current portion of long-term debt     5,475       3,929  
    Total current liabilities     124,008       117,908  
    Long-term debt     396,056       249,611  
    Other long-term liabilities     33,345       31,368  
    Total liabilities     553,409       398,887  
    Commitments and contingencies            
    Stockholders’ Equity:            
    Preferred stock            
    Common stock     1,840       1,932  
    Additional paid-in capital     993,988       694,332  
    (Accumulated deficit) retained earnings     (31,931 )     463,012  
    Accumulated other comprehensive loss     (26,583 )     (28,841 )
    Equity attributable to Allegro MicroSystems, Inc.     937,314       1,130,435  
    Non-controlling interests     1,394       1,281  
    Total stockholders’ equity     938,708       1,131,716  
    Total liabilities, non-controlling interests and stockholders’ equity   $ 1,492,117     $ 1,530,603  
       
    ALLEGRO MICROSYSTEMS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in thousands)
    (Unaudited)
     
       
        Three-Month Period Ended     Six-Month Period Ended  
        September 27,
    2024
        September 29,
    2023
        September 27,
    2024
        September 29,
    2023
     
    Cash flows from operating activities:                        
    Net (loss) income   $ (33,613 )   $ 65,671     $ (51,226 )   $ 126,560  
    Adjustments to reconcile net (loss) income to net cash provided by operating activities:                        
    Depreciation and amortization     15,997       15,080       32,455       29,353  
    Amortization of deferred financing costs     306       73       1,087       107  
    Deferred income taxes     (2,796 )     (9,772 )     (7,795 )     (18,134 )
    Stock-based compensation     11,545       10,877       21,663       21,919  
    Loss on change in fair value of forward repurchase contract     34,752             34,752        
    Provisions for inventory and expected credit losses     2,111       4,239       4,488       9,422  
    Change in fair value of marketable securities           (72 )           3,579  
    Other non-cash reconciling items     6,563       43       6,577       43  
    Changes in operating assets and liabilities:                        
    Trade accounts receivable     (13,717 )     2,676       41,417       (7,645 )
    Inventories     (2,845 )     (3,274 )     (18,831 )     (31,221 )
    Prepaid expenses and other assets     (14,093 )     (6,253 )     (15,808 )     (16,453 )
    Trade accounts payable     13,470       (15,736 )     13,670       2,695  
    Due to and from related parties     695       (3,990 )     4,132       6,112  
    Accrued expenses and other current and long-term liabilities     (2,828 )     (12,832 )     (16,838 )     (29,944 )
    Net cash provided by operating activities     15,547       46,730       49,743       96,393  
    Cash flows from investing activities:                        
    Purchases of property, plant and equipment     (9,972 )     (31,191 )     (20,949 )     (76,101 )
    Sales of marketable securities           6,204             16,175  
    Net cash used in investing activities     (9,972 )     (24,987 )     (20,949 )     (59,926 )
    Cash flows from financing activities:                        
    Loan made to affiliate           (4,000 )           (4,000 )
    Net proceeds from Refinanced 2023 Term Loan Facility     193,483             193,483        
    Payment of borrowings under 2023 Term Loan Facility                 (50,000 )      
    Finance lease payments     (240 )           (385 )      
    Receipts on related party notes receivable     937       937       1,875       1,875  
    Payments for taxes related to net share settlement of equity awards     (1,126 )     (1,669 )     (12,297 )     (14,091 )
    Proceeds from issuance of common stock under employee stock purchase plan     1,987             1,987       1,899  
    Repurchases of common stock     (853,805 )           (853,805 )      
    Net proceeds from issuance of common stock     665,850             665,850        
    Payment of debt issuance costs                       (1,450 )
    Net cash provided by (used in) financing activities     7,086       (4,732 )     (53,292 )     (15,767 )
    Effect of exchange rate changes on cash and cash equivalents and restricted cash     2,200       (901 )     1,375       (974 )
    Net increase (decrease) in cash and cash equivalents and restricted cash     14,861       16,110       (23,123 )     19,726  
    Cash and cash equivalents and restricted cash at beginning of period     184,177       362,321       222,161       358,705  
    Cash and cash equivalents and restricted cash at end of period:   $ 199,038     $ 378,431     $ 199,038     $ 378,431  
                                     

    Non-GAAP Financial Measures

    In addition to the measures presented in our condensed consolidated financial statements, we regularly review other measures, defined as non-GAAP Financial Measures by the SEC, to evaluate our business, measure our performance, identify trends, prepare financial forecasts and make strategic decisions. The key measures we consider are non-GAAP Gross Profit, non-GAAP Gross Margin, non-GAAP Operating Expenses, non-GAAP Operating Income, non-GAAP Operating Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP Profit before Tax, non-GAAP Income Tax Provision, non-GAAP Effective Tax Rate, non-GAAP Net Income Attributable to Allegro MicroSystems, Inc, non-GAAP Basic and Diluted Earnings per Share, non-GAAP Free Cash Flow, and non-GAAP Free Cash Flow as percentage of net sales (collectively, the “Non-GAAP Financial Measures”). These Non-GAAP Financial Measures provide supplemental information regarding our operating performance on a non-GAAP basis that excludes certain gains, losses and charges of a non-cash nature or that occur relatively infrequently and/or that management considers to be unrelated to our core operations, and in the case of non-GAAP Income Tax Provision, management believes that this non-GAAP measure of income taxes provides it with the ability to evaluate the non-GAAP Income Tax Provision across different reporting periods on a consistent basis, independent of special items and discrete items, which may vary in size and frequency. These Non-GAAP Financial Measures are used by both management and our board of directors, together with the comparable GAAP information, in evaluating our current performance and planning our future business activities.

    The Non-GAAP Financial Measures are supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. These Non-GAAP Financial Measures should not be considered as substitutes for GAAP Financial Measures, such as gross profit, gross margin, net income or any other performance measures derived in accordance with GAAP. Also, in the future we may incur expenses or charges, such as those being adjusted in the calculation of these Non-GAAP Financial Measures. Our presentation of these Non-GAAP Financial Measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. These Non-GAAP Financial Measures exclude costs related to acquisition and related integration expenses, amortization of acquired intangible assets, stock-based compensation, restructuring actions, related party activities and other non-operational costs.

    Non-GAAP Income Tax Provision

    In calculating non-GAAP Income Tax Provision, we have added back the following to GAAP Income Tax Provision:

    • Tax effect of adjustments to GAAP results—Represents the estimated income tax effect of the adjustments to non-GAAP Profit before Tax described below and elimination of discrete tax adjustments.
       
    Reconciliation of Non-GAAP Gross Profit and Non-GAAP Gross Margin  
                                   
        Three-Month Period Ended     Six-Month Period Ended  
        September 27,
    2024
        June 28,
    2024
        September 29,
    2023
        September 27,
    2024
        September 29,
    2023
     
        (Dollars in thousands)     (Dollars in thousands)  
    GAAP Gross Profit   $ 85,662     $ 74,771     $ 159,503     $ 160,433     $ 317,453  
    GAAP Gross Margin (% of net sales)     45.7 %     44.8 %     57.9 %     45.3 %     57.3 %
                                   
    Non-GAAP adjustments                              
    Transaction-related costs     10       (1 )           9        
    Purchased intangible amortization     4,875       4,875       273       9,750       675  
    Restructuring costs     16       1,200             1,216        
    Stock-based compensation     817       561       946       1,378       3,552  
    Total Non-GAAP Adjustments   $ 5,718     $ 6,635     $ 1,219     $ 12,353     $ 4,227  
                                   
    Non-GAAP Gross Profit   $ 91,380     $ 81,406     $ 160,722     $ 172,786     $ 321,680  
    Non-GAAP Gross Margin (% of net sales)     48.8 %     48.8 %     58.3 %     48.8 %     58.1 %
       
    Reconciliation of Non-GAAP Operating Expenses  
                                   
        Three-Month Period Ended     Six-Month Period Ended  
        September 27,
    2024
        June 28,
    2024
        September 29,
    2023
        September 27,
    2024
        September 29,
    2023
     
        (Dollars in thousands)     (Dollars in thousands)  
    GAAP Operating Expenses   $ 81,595     $ 85,401     $ 86,588     $ 166,996     $ 173,792  
                                   
    Research and Development Expenses                              
    GAAP Research and Development Expenses     43,510       45,204       43,428       88,714       86,403  
    Non-GAAP adjustments                              
    Transaction-related costs     206       1,029       2       1,235       9  
    Restructuring costs     260       169             429        
    Stock-based compensation     3,523       3,735       3,602       7,258       6,470  
    Other costs(1)     3                   3        
    Non-GAAP Research and Development Expenses     39,518       40,271       39,824       79,789       79,924  
                                   
    Selling, General and Administrative Expenses                              
    GAAP Selling, General and Administrative Expenses     38,085       40,197       43,160       78,282       87,389  
    Non-GAAP adjustments                              
    Transaction-related costs     275       814       1,804       1,089       4,876  
    Purchased intangible amortization     535       535       357       1,070       715  
    Restructuring costs     2,046       1,045             3,091        
    Stock-based compensation     7,205       5,822       6,329       13,027       11,897  
    Other costs(1)     (1,820 )     811       100       (1,009 )     100  
    Non-GAAP Selling, General and Administrative Expenses     29,844       31,170       34,570       61,014       69,801  
                                   
    Total Non-GAAP Adjustments     12,233       13,960       12,194       26,193       24,067  
                                   
    Non-GAAP Operating Expenses   $ 69,362     $ 71,441     $ 74,394     $ 140,803     $ 149,725  
                                   
    (1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions.  
       
    Reconciliation of Non-GAAP Operating Income and Non-GAAP Operating Margin  
                                   
        Three-Month Period Ended     Six-Month Period Ended  
        September 27,
    2024
        June 28,
    2024
        September 29,
    2023
        September 27,
    2024
        September 29,
    2023
     
        (Dollars in thousands)     (Dollars in thousands)  
    GAAP Operating Income (Loss)   $ 4,067     $ (10,630 )   $ 72,915     $ (6,563 )   $ 143,661  
    GAAP Operating Margin (% of net sales)     2.2 %     (6.4 )%     26.5 %     (1.9 )%     25.9 %
                                   
    Transaction-related costs     491       1,842       1,806       2,333       4,885  
    Purchased intangible amortization     5,410       5,410       630       10,820       1,390  
    Restructuring costs     2,322       2,414             4,736        
    Stock-based compensation     11,545       10,118       10,877       21,663       21,919  
    Other costs(1)     (1,817 )     811       100       (1,006 )     100  
    Total Non-GAAP Adjustments   $ 17,951     $ 20,595     $ 13,413     $ 38,546     $ 28,294  
                                   
    Non-GAAP Operating Income   $ 22,018     $ 9,965     $ 86,328     $ 31,983     $ 171,955  
    Non-GAAP Operating Margin (% of net sales)     11.7 %     6.0 %     31.3 %     9.0 %     31.0 %
                                   
    (1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions.  
       
    Reconciliation of EBITDA and Adjusted EBITDA  
                                   
        Three-Month Period Ended     Six-Month Period Ended  
        September 27,
    2024
        June 28,
    2024
        September 29,
    2023
        September 27,
    2024
        September 29,
    2023
     
        (Dollars in thousands)     (Dollars in thousands)  
    GAAP Net (Loss) Income   $ (33,613 )   $ (17,613 )   $ 65,671     $ (51,226 )   $ 126,560  
    GAAP Net (Loss) Income Margin (% of net sales)     (17.9 )%     (10.6 )%     23.8 %     (14.5 )%     22.9 %
                                   
    Interest expense     10,353       5,377       758       15,730       1,527  
    Interest income     (420 )     (494 )     (850 )     (914 )     (1,693 )
    Income tax (benefit) provision     (9,470 )     1,040       7,400       (8,430 )     14,615  
    Depreciation & amortization     15,997       16,458       15,145       32,455       29,418  
    EBITDA   $ (17,153 )   $ 4,768     $ 88,124     $ (12,385 )   $ 170,427  
                                   
    Transaction-related costs     3,295       1,842       1,806       5,137       4,885  
    Restructuring costs     2,067       2,414             4,481        
    Stock-based compensation     11,545       10,118       10,877       21,663       21,919  
    Loss on change in fair value of forward repurchase contract     34,752                   34,752        
    Other costs(1)     (2,195 )     2,807       1,301       612       5,890  
    Adjusted EBITDA   $ 32,311     $ 21,949     $ 102,108     $ 54,260     $ 203,121  
    Adjusted EBITDA Margin (% of net sales)     17.2 %     13.1 %     37.1 %     15.3 %     36.7 %
                                   
    (1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions and income (loss) in earnings of equity investments.  
       
    Reconciliation of Non-GAAP Profit before Tax  
                                   
        Three-Month Period Ended     Six-Month Period Ended  
        September 27,
    2024
        June 28,
    2024
        September 29,
    2023
        September 27,
    2024
        September 29,
    2023
     
        (Dollars in thousands)     (Dollars in thousands)  
    GAAP (Loss) Income before Income Taxes   $ (43,083 )   $ (16,573 )   $ 73,071     $ (59,656 )   $ 141,175  
                                   
    Transaction-related costs     3,295       1,842       1,806       5,137       4,885  
    Transaction-related interest     141       709             850        
    Purchased intangible amortization     5,410       5,410       630       10,820       1,390  
    Restructuring costs     2,067       2,414             4,481        
    Stock-based compensation     11,545       10,118       10,877       21,663       21,919  
    Loss on change in fair value of forward repurchase contract     34,752                   34,752        
    Other costs(1)     1,428       2,807       1,301       4,235       5,890  
    Total Non-GAAP Adjustments   $ 58,638     $ 23,300     $ 14,614     $ 81,938     $ 34,084  
                                   
    Non-GAAP Profit before Tax   $ 15,555     $ 6,727     $ 87,685     $ 22,282     $ 175,259  
                                   
    (1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions and income (loss) in earnings of equity investments.  
       
    Reconciliation of Non-GAAP Income Tax Provision and Non-GAAP Effective Tax Rate  
                                   
        Three-Month Period Ended     Six-Month Period Ended  
        September 27,
    2024
        June 28,
    2024
        September 29,
    2023
        September 27,
    2024
        September 29,
    2023
     
        (Dollars in thousands)     (Dollars in thousands)  
    GAAP Income Tax (Benefit) Provision   $ (9,470 )   $ 1,040     $ 7,400     $ (8,430 )   $ 14,615  
    GAAP effective tax rate     22.0 %     (6.3 )%     10.1 %     14.1 %     10.4 %
                                   
    Tax effect of adjustments to GAAP results     10,071       (395 )     2,554       9,676       6,380  
                                   
    Non-GAAP Income Tax Provision   $ 601     $ 645     $ 9,954     $ 1,246     $ 20,995  
    Non-GAAP effective tax rate     3.9 %     9.6 %     11.4 %     5.6 %     12.0 %
       
    Reconciliation of Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc. and Non-GAAP Earnings per Share  
                                   
        Three-Month Period Ended     Six-Month Period Ended  
        September 27,
    2024
        June 28,
    2024
        September 29,
    2023
        September 27,
    2024
        September 29,
    2023
     
        (Dollars in thousands)     (Dollars in thousands)  
    GAAP Net (Loss) Income Attributable to Allegro MicroSystems, Inc.(1)   $ (33,675 )   $ (17,675 )   $ 65,617     $ (51,350 )   $ 126,467  
    GAAP Basic weighted average common shares     189,182,850       193,465,708       192,431,094       191,324,281       192,214,210  
    GAAP Diluted weighted average common shares     189,182,850       193,465,708       195,100,855       191,324,281       195,055,495  
    GAAP Basic (Loss) Earnings per Share   $ (0.18 )   $ (0.09 )   $ 0.34     $ (0.27 )   $ 0.66  
    GAAP Diluted (Loss) Earnings per Share   $ (0.18 )   $ (0.09 )   $ 0.34     $ (0.27 )   $ 0.65  
                                   
    Transaction-related costs     3,295       1,842       1,806       5,137       4,885  
    Transaction-related interest     141       709             850        
    Purchased intangible amortization     5,410       5,410       630       10,820       1,390  
    Restructuring costs     2,067       2,414             4,481        
    Stock-based compensation     11,545       10,118       10,877       21,663       21,919  
    Loss on change in fair value of forward repurchase contract     34,752                   34,752        
    Other costs(2)     1,428       2,807       1,301       4,235       5,890  
    Total Non-GAAP Adjustments     58,638       23,300       14,614       81,938       34,084  
    Tax effect of adjustments to GAAP results(3)     (10,071 )     395       (2,554 )     (9,676 )     (6,380 )
    Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc.   $ 14,892     $ 6,020     $ 77,677     $ 20,912     $ 154,171  
    Basic weighted average common shares     189,182,850       193,465,708       192,431,094       191,324,281       192,214,210  
    Diluted weighted average common shares     189,710,595       194,705,716       195,100,855       192,154,185       195,055,495  
    Non-GAAP Basic Earnings per Share   $ 0.08     $ 0.03     $ 0.40     $ 0.11     $ 0.80  
    Non-GAAP Diluted Earnings per Share   $ 0.08     $ 0.03     $ 0.40     $ 0.11     $ 0.79  
                                   
    (1) GAAP Net (Loss) Income Attributable to Allegro MicroSystems, Inc. represents GAAP Net (Loss) Income adjusted for Net Income Attributable to non-controlling interests.  
    (2) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consists of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, income (loss) in earnings of equity investments, and unrealized losses (gains) on investments.  
    (3) To calculate the tax effect of adjustments to GAAP results, the Company considers each Non-GAAP adjustment by tax jurisdiction and reverses all discrete items to calculate an annual Non-GAAP effective tax rate (“NG ETR”). This NG ETR is then applied to Non-GAAP Profit Before Tax to arrive at the tax effect of adjustments to GAAP results.  
             
    Reconciliation of Non-GAAP Free Cash Flow and Non-GAAP Free Cash Flow as Percentage of Net Sales        
                                   
        Three-Month Period Ended     Six-Month Period Ended  
        September 27,
    2024
        June 28,
    2024
        September 29,
    2023
        September 27,
    2024
        September 29,
    2023
     
        (Dollars in thousands)     (Dollars in thousands)  
    GAAP Operating Cash Flow   $ 15,547     $ 34,196     $ 46,730     $ 49,743     $ 96,393  
    GAAP Operating Cash Flow (% of net sales)     8.3 %     20.5 %     17.0 %     14.0 %     17.4 %
    Non-GAAP adjustments                              
    Purchases of property, plant and equipment     (9,972 )     (10,977 )     (31,191 )     (20,949 )     (76,101 )
                                   
    Non-GAAP Free Cash Flow   $ 5,575     $ 23,219     $ 15,539     $ 28,794     $ 20,292  
    Non-GAAP Free Cash Flow (% of net sales)     3.0 %     13.9 %     5.6 %     8.1 %     3.7 %
                                             

    Investor Contact:
    Jalene Hoover
    VP of Investor Relations & Corporate Communications
    +1 (512) 751-6526
    jhoover@allegromicro.com

    The MIL Network

  • MIL-OSI USA: US Department of Labor recovers $53K in back wages, damages from cleaning service that misclassified 59 workers as independent contractors

    Source: US Department of Labor

    Employer:                              Finichel LLC, operating as Finichel Cleaning Services 

    Investigation site:                  801 Mohawk Drive

    West Columbia, SC 29169

    Investigation findings: Investigators with the U.S. Department of Labor’s Wage and Hour Division found a South Carolina cleaning services provider misclassified 59 workers as independent contractors, resulting in the company paying employees straight-time rates for all hours worked over 40 instead of the time-and-a-half premium for overtime hours as required by the Fair Labor Standards Act. The employer also failed to keep records of the amount of time worked by employees as required by law.

    Back wages and liquidated damages recovered: $53,044 for 59 workers.                          

    Quote: “Misclassifying employees as independent contractors undermines workers’ rights,” said Wage and Hour Division District Director Jamie Benefiel in Columbia, South Carolina. “If workers are misclassified as independent contractors, they don’t get paid overtime or have access to employer-provided health and retirement benefits. They also don’t have access to family and medical leave.”

    “If workers or employers need help understanding this, they should reach out to the U.S. Department of Labor or go to our website and get the information they need,” Benefiel added.

    Background: Finichel Cleaning Services is a residential and commercial cleaning service that serves the Columbia area and employs approximately 40 workers. 

    The FLSA requires that most employees in the U.S. be paid at least the federal minimum wage for all hours worked and overtime pay at not less than time and one-half the regular rate of pay for all hours worked over 40 in a workweek. Learn more about the Wage and Hour Divisionemployee misclassification and workers’ rights, including a search tool to use if you think you may be owed back wages collected by the division. Employers can contact the Wage and Hour Division at its toll-free number, 1-866-4-US-WAGE. Learn more about the Wage and Hour Division

    Download the agency’s new Timesheet App for iOS and Android devices – also available in Spanish – to ensure hours and pay are accurate. 

    MIL OSI USA News

  • MIL-OSI Economics: Data on India’s Invisibles for First Quarter (April-June) 2024-25

    Source: Reserve Bank of India

    The Reserve Bank today released data on India’s invisibles as per the IMF’s Balance of Payments and International Investment Position Manual (BPM6) format for April – June of 2024-25.

    Ajit Prasad           
    Deputy General Manager
    (Communications)    

    Press Release: 2024-2025/1410

    MIL OSI Economics

  • MIL-OSI Economics: The future of finance

    Source: Bank for International Settlements

    The title of this panel is “The Future of Finance”. I know this is an issue you have thought a lot about and one that has been a key focus area for the BIS throughout your tenure as General Manager. Why is the topic so important? How should the financial system change?

    Financial innovation is important because finance is important – it is the bloodstream of the real economy.

    Today’s financial system falls short in many dimensions: many financial transactions are too slow; many are too costly; for these reasons, useful transactions don’t take place. And in too many countries, too few people are able to access financial services. Improving the functioning of the financial system could make everyone better off.

    It is appropriate for the private sector to take the lead in financial innovation. But the public sector has a role as a catalyst for innovation, for instance, by providing the pipes and rails on which finance runs.

    Many public institutions – including central banks – are not natural innovators. They may lack experience, expertise and budgets.

    Moreover, many countries face similar challenges.

    For this reason, there can be great value in working together. 

    That is why we at the Bank for International Settlements (BIS) established the BIS Innovation Hub as a mechanism for collaboration among central banks to develop technological public goods.

    When we first came up with this concept, the idea was to have a small unit of four staff members, based in Basel. It quickly became apparent that the appetite among our member central banks to work together and innovate went far beyond that.

    Today we have more than 100 staff working in our seven Innovation Hub centres in eight locations throughout North America, Europe and Asia, as well as a strategic partnership with the Innovation Centre of the New York Federal Reserve.

    The Innovation Hub undertakes projects across six broad themes: (i) suptech and regtech, (ii) next generation financial market infrastructures, (iii) open finance, (iv) cyber security, (v) green finance and (vi) central bank digital currency, or CBDC. Our CBDC work accounts for a large part of the Innovation Hub’s project portfolio and certainly accounts for much of the public attention. But we have made important contributions in each theme.

    Since establishing the Innovation Hub, we have completed 28 projects, with another 27 currently under way. Central banks, of course, are doing their own innovations, and there are many other initiatives under way by both the public sector and the private sector.

    While all of the technological innovation has been important, it would be fair to say that it has had modest real-world impact to date. If you compare the degree of progress in the application of digital technologies in, say, the communications industry to that in the financial industry, I am sure you will agree.

    The issue is not the technology itself. As I mentioned, there have been great advances there.

    What has been lacking is a vision of how the various initiatives should fit together, and of what the financial system of the future should look like and how it should function.

    Together with Nandan Nilekani – Chairman of Infosys and the driving force behind India’s digital public infrastructure initiatives – I wrote a paper earlier this year that laid out such a vision. We call it the “Finternet”. The aim of the Finternet is to use technology to make the financial system much more user-centric and to eliminate many of the frictions that add cost and complexity to today’s financial system. It does not advocate for a specific technology, but instead aims to add some guidance about what we want to achieve.

    Let me delve more deeply into the Finternet. What does it involve, concretely?

    The Finternet rests on three broad pillars. The first is a robust economic and financial architecture. The second is the application of advanced technology. The third is a sound legal and regulatory basis. Let me address each in turn.

    The basic economic and financial architecture would resemble that of today’s financial system. As is the case today, there would be a two-tier banking system. Central bank money would be at the core, with commercial bank money accounting for the bulk of the money used day to day. This money, however, would have a more advanced digital representation. We would have tokenised central bank money, which could exist in wholesale form – the digital equivalent of central bank reserves – or retail form – the equivalent of digital banknotes. And we would have tokenised commercial bank deposits.

    But tokenising money is just the first step. To get the real benefits of tokenisation you need to combine money with other financial assets, ideally residing on the same ledger.

    Government bonds strike me as a natural starting point. These are incredibly important assets in today’s financial system. They serve as the basis for pricing all other financial assets.

    Once you have money and government bonds residing on the same platform, you essentially have the basis of the current financial system. Adding other assets to the platform would naturally follow.

    Tokenising financial assets would bring many benefits. In particular, if the assets were on a common ledger, there would be much less need for complex messaging and clearing, which are the source of so much cost and delays in today’s financial system. Tokenised assets can settle atomically, helping to further reduce the time needed for financial transactions. And tokenised assets can be programmed. This could open up a huge array of financial transactions that are not possible today.

    Of course, not all assets will be tokenised and not all tokenised assets will reside on the same ledger. So we need some way of moving assets across ledgers and from the tokenised to the non-tokenised world. Technology can also help achieve this.

    Other technologies can also help to turn the Finternet into reality. For example, compliance with anti-money laundering and countering the financing of terrorism regulations – which I would emphasise is hugely important – can also be extremely costly. Technology should allow us to automate such checks, allowing for greater reliability, lower costs and faster processing speeds. Data governance and privacy would draw on the latest privacy-preserving technology. There are many related topics we explore through our projects. One good example is Project Mandala, which has shown how to embed regulatory compliance in cross-border transaction protocols. Beyond economics and technology, the Finternet will also rest on a sound legal and regulatory basis. At a minimum, this should respect all existing laws and governance measures. Privacy, cyber security and related concerns will also need to be addressed. However, technology should also allow us to achieve greater security in the financial system.

    This all sounds very promising in principle. But can it be delivered? How could one turn the Finternet vision into a reality?

    Absolutely. Indeed, we are already taking active steps to turn it into reality, including through our Innovation Hub projects.

    Let me give you a concrete example of one such project, called Project Agorá.

    This is probably our largest Innovation Hub Project to date. We have teamed up with six central banks and more than 40 private sector institutions, coordinated by the Institute for International Finance. I should mention that Santander is one of the participants.

    The specific aim of Project Agorá is to look at whether, using tokenised deposits integrated with tokenised wholesale central bank money, we can streamline cross-border payments.

    This is an area ripe with inefficiencies, and where services in some jurisdictions have actually worsened in recent years due to the shrinkage of the correspondent banking system. One important reason is that the system, by and large, rests on legacy systems. This implies long sequences of messages being sent back and forth, across national borders, using systems that do not necessary communicate with each other very well. The various regulatory compliance measures – which are particularly important in cross-border transactions – often require manual processes, which add delays and lead to errors.

    In principle, using tokenised assets residing on unified ledgers could ease many of these burdens. Transactions using tokenised assets can settle atomically – that is immediately – with all parts of the transaction settling at once. Compliance with regulatory norms can be embedded programmatically inside the tokens. So they will be adhered to with certainty and without the need for manual intervention.

    So this is a big project, with big potential gains.

    But even more than the specific application, what really excites me about Project Agorá is that it has central banks and commercial banks working together to craft a structure that could form the basis for a future financial system.

    I mentioned before the useful catalytic role for central banks in initiating technological innovation. But central banks cannot do it alone. The two-tier banking system lies at the heart of today’s financial system. The system needs money. But very little money comes from the central bank. Commercial bank money provides the bulk of it.

    The two-tier banking system helps deliver two foundational principles. The first is the singleness of money. This ensures that a euro is a euro, whether it is the banknote in my pocket or in my deposit at Santander or any other bank. The second is settlement finality, which comes about through the final settlement of all transactions on the balance sheet of the central bank.

    We do not know what the financial system of the future will look like. But it is hard for me to imagine that it will not require a two-tier banking system. This means that as well as tokenised central bank money – particularly in wholesale form – it will require banks to provide their customers with tokenised deposits. Project Agorá provides a powerful use case, and I hope that it will spur further innovation.

    At the same time, cross-border payments can be a controversial topic. For example, I have noted media speculation recently that one of your projects – Project mBridge – could provide the basis for a BRICS initiative to circumvent sanctions. Is that plausible? Can you comment on this?

    In the Innovation Hub we try to be a catalyst for innovation. The way it works is that we talk with the community of central banks, identify their needs and then develop projects. And we do them in partnership with central banks.

    MBridge has been a project we have been involved with for four years. We have several central bank partners and many, many observers. I think the project has been a big success. It’s a payment system where through wholesale CBDCs you could facilitate tremendously cross-border transactions.

    I would say that the project has been so successful that we can declare that we have graduated out. The BIS is leaving that project, not because it was a failure and not because of political considerations but instead because we have been involved for four years and it is at a level where the partners can carry it on by themselves. That has happened already with other projects.

    At the same time, I have to say that mBridge is not mature enough to start operating; it is many years away from that.

    With respect to political aspects, the noise out there, mBridge is not the “BRICs bridge” – I have to say that categorically. mBridge was not created to cater to the needs of the BRICs. It was put together to satisfy broad central bank necessities. 

    We at the BIS – I think this is an opportunity to set record straight – we always try to be good global citizen. And the BIS does not operate with any countries, nor can its products be used by any countries that are subject to sanctions. This will continue to be the case. And all central bank members are in this mindset that we need to be observant of sanctions and whatever products we put together should not be a conduit to violate sanctions. 

    MIL OSI Economics

  • MIL-OSI Asia-Pac: PIF and Hong Kong Monetary Authority sign memorandum of understanding for investment fund at FII8 (with photo)

    Source: Hong Kong Government special administrative region

    PIF and Hong Kong Monetary Authority sign memorandum of understanding for investment fund at FII8 (with photo)
    PIF and Hong Kong Monetary Authority sign memorandum of understanding for investment fund at FII8 (with photo)
    ******************************************************************************************

    The following is issued on behalf of the Hong Kong Monetary Authority: 

    Discussions to anchor a joint US$1 billion fund to invest in companies with Hong Kong nexus expanding to Saudi Arabia to drive localisation of key industries, including manufacturing, renewables, fintech and healthcare
    Collaboration marks significant milestone aligning with Saudi Vision 2030 and with Hong Kong’s position as one of the world’s leading financial hubs

         PIF and the Hong Kong Monetary Authority (HKMA) today (October 31) signed a memorandum of understanding (MoU) to work towards jointly anchoring a new investment fund, with a target size of US$1 billion. The MoU was signed at the 8th edition of the Future Investment Initiative (FII) in Riyadh.     Under the MoU, the fund would explore investment in manufacturing, renewables, fintech and healthcare, supporting the localisation in Saudi Arabia of companies connected to Hong Kong and the Greater Bay Area. It would enable the creation of highly skilled local jobs and drive economic growth through fostering regional champions in the target sectors. It would reinforce Hong Kong’s position as one of the world’s leading financial hubs, leveraging its diverse talent pool, efficient financial infrastructure and deep liquidity.     The signing of this MoU is a new milestone and underlines the economic ties between two leading institutions – PIF and HKMA. The proposed new fund aligns with PIF’s strategy of economic diversification and sustainability.     This partnership has the potential to drive shared prosperity by investing in industries that will shape future economies, combining HKMA’s long-term investment expertise with PIF’s strategy for the target sectors.     The new fund would promote foreign direct investments via Hong Kong, providing a platform for companies to internationalise their businesses and have access to attractive investment opportunities in Saudi Arabia.

     
    Ends/Thursday, October 31, 2024Issued at HKT 20:45

    NNNN

    MIL OSI Asia Pacific News

  • MIL-OSI Security: Blackfalds — Blackfalds RCMP execute search warrant seizing drugs and guns

    Source: Royal Canadian Mounted Police

    In September of 2024, the Blackfalds RCMP General Investigation Section (GIS) with assistance from Sylvan Lake GIS entered into an investigation involving an individual believed to be trafficking drugs in the community. As a result of the investigation, on Oct. 2, 2024, Blackfalds RCMP with assistance from Innisfail RCMP GIS and Red Deer RCMP Police Dog Service executed a search warrant at a home in Blackfalds.

    As a result of the search RCMP seized:

    • 253 grams of Cocaine
    • Canadian currency
    • 6 firearms

    RCMP have arrested and charged a 25-year-old individual, a resident of Blackfalds, with:

    • Possession for the purpose of trafficking;
    • Possession of stolen property under $5000;
    • Weapons offences (x8).

    The individual was taken before a justice of the peace and remanded into custody with a next court date set for Oct. 3, 2024, at the Alberta Court of Justice in Red Deer.

    “This investigation saw the effective coordination of different RCMP detachments and sections to quickly and safely remove these drugs and guns from our community,” says Staff Sergeant Andrew Allan.

    If you have any information about this investigation or about drug trafficking in the Blackfalds area please contact Blackfalds RCMP at 403-885-3333 or submit an anonymous report through Crime Stoppers at 1-800-222-8477 (TIPS), online at www.P3Tips.com or by using the “P3 Tips” app available through the Apple App or Google Play Store. To report crime online, or for access to RCMP news and information, download the Alberta RCMP app through Apple or Google Play.

    MIL Security OSI

  • MIL-OSI: Orrön Energy AB’s Nomination Committee

    Source: GlobeNewswire (MIL-OSI)

    Orrön Energy AB (“Orrön Energy”) is pleased to announce the composition of the Nomination Committee for the 2025 Annual General Meeting (“AGM”) to be held on 5 May 2025.

    The Nomination Committee has been formed with the following members:

    • Aksel Azrac (Nemesia S.à.r.l.)
    • Sussi Kvart (Handelsbanken Fonder AB)
    • Richard Ollerhead (JNE Partners LLP)

    At the Nomination Committee’s first meeting, Aksel Azrac was elected as Chair of the Nomination Committee.

    The Nomination Committee shall make recommendations to the 2025 AGM regarding:

    • Election of the Chair of the 2025 AGM
    • Remuneration of the members of the Board of Directors, distinguishing between the Chair and other members, and remuneration for Board Committee work
    • Election of members of the Board of Directors, including number of members
    • Election of the Chair of the Board of Directors
    • Remuneration of the auditor
    • Election of the auditor
    • Nomination Committee Process for the 2026 AGM, if any amendments are proposed to the Process for the 2025 AGM

    Shareholders who wish to present a motion to the Nomination Committee regarding the above-mentioned matters, should contact the Chair of the Nomination Committee, Aksel Azrac, at nomcom@orron.com no later than 31 January 2025.

    For further information, please contact:

    Robert Eriksson
    Director 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 and Europe. 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

    The MIL Network

  • MIL-OSI United Kingdom: Autumn Budget 2024 speech

    Source: United Kingdom – Executive Government & Departments

    Autumn Budget 2024 speech as delivered by Chancellor Rachel Reeves.

    Madam Deputy Speaker…

    [redacted political content]

    This government was given a mandate. 

    To restore stability to our economy… 

    … and to begin a decade of national renewal. 

    To fix the foundations… 

    … and deliver change. 

    Through responsible leadership in the national interest.  

    That is our task.  

    And I know that we can achieve it. 

    My belief in Britain burns brighter than ever.  

    And the prize on offer is immense.  

    As my Right Honourable Friend the Prime Minister said on Monday – change must be felt. 

    More pounds in people’s pockets.  

    An NHS that is there when you need it.  

    An economy that is growing, creating wealth and opportunity for all…  

    … because that is the only way to improve living standards.   

    And the only way to drive economic growth… 

    … is to invest, invest, invest.  

    There are no shortcuts. 

    And to deliver that investment… 

    … we must restore economic stability…

    [redacted political content]

    INHERITANCE

    [redacted political content]

    … it is the first Budget in our country’s history to be delivered by a woman.  

    I am deeply proud to be Britain’s first ever female Chancellor of the Exchequer.  

    To girls and young women everywhere, I say:  

    Let there be no ceiling on your ambition, your hopes and your dreams.  

    And along with the pride that I feel standing here today… 

    … there is also a responsibility… 

    … to pass on a fairer society and a stronger economy to the next  

    generation of women.

    [redacted political content]

    A black hole in the public finances… 

    Public services on their knees…. 

    A decade of low growth. 

    And the worst parliament on record for living standards. 

    Let me begin with the public finances. 

    In July, I exposed a £22bn black hole

    [redacted political content]

    The Treasury’s reserve, set aside for genuine emergencies… 

    … spent three times over… 

    … just three months into the financial year.  

    Today, on top of the detailed document that I have provided to the House in July… 

    … the government is publishing a line by line breakdown of the £22bn black hole that we inherited… 

    It shows hundreds of unfunded pressures on the public finances… 

    … this year, and into the future too.  

    The Office for Budget Responsibility have published their own review of the circumstances around the Spring Budget forecast.  

    They say that the previous government – and I quote – “did not provide the OBR with all the [available] information to them”… 

    … and – had they known about these “undisclosed spending pressures that have since come to light”… 

    … then their Spring Budget forecast for spending would have been, and I quote again: “materially different”.  

    Let me be clear: that means any comparison between today’s forecast and the OBR’s March forecast is false… 

    … because the party opposite hid the reality of their public spending plans. 

    Yet at the very same budget… 

    … they made another ten billion pounds worth of cuts to National Insurance.

    [redacted political content]

    That’s why today, I can confirm that we will implement in full… 

    … the 10 recommendations from the independent Office for Budget Responsibility’s review. 

    But, the country has inherited not just broken public finances… 

    … but broken public services too. 

    The British people can see and feel that in their everyday lives. 

    NHS waiting lists at record levels. 

    Children in portacabins as school roofs crumble. 

    Trains that do not arrive. 

    Rivers filled with polluted waste.  

    Prisons overflowing. 

    Crimes which are not investigated… 

    … and criminals who are not punished.  

    That is the country’s inheritance

    Since 2021, there had been no detailed plans for departmental spending set out beyond this year.  

    And [redacted political content] plans relied on a baseline for spending this year which we now know was wrong… 

    … because it did not take into account the £22bn black hole.  

    The previous government also failed to budget for costs which they knew would materialise.  

    That includes funding for vital compensation schemes…  

    … for victims of two terrible injustices…

    [redacted political content]

    … the infected blood scandal… 

    … and the Post Office Horizon scandal.  

    The Leader of the Opposition rightly made an unequivocal apology for the injustice of the infected blood scandal on behalf of the British state… 

    … but he did not budget for the costs of compensation.  

    Today, for the very first time, we will provide specific funding to compensate those infected and those affected, in full… 

    … with £11.8bn in this budget. 

    And I am also today setting aside £1.8bn to compensate victims of the Post Office Horizon scandal… 

    … redress that is long overdue for the pain and injustice that they have suffered.

    [redacted political content]

    … and we will restore stability to our country again. 

    The scale and seriousness of the situation that we have inherited cannot be underestimated. 

    Together, the hole in our public finances this year, which recurs every year… 

    … the compensation schemes that they did not fund… 

    … and their failure to assess the scale of the challenges facing our public services… 

    … means this budget raises taxes by £40bn. 

    Any Chancellor standing here today would have to face this reality. 

    And any responsible Chancellor would take action. 

    That is why today, I am restoring stability to our public finances… 

    … and rebuilding our public services.  

    FISCAL RULES / OBR FORECASTS 

    Economy forecast/growth 

    As a former economist at the Bank of England, I know what it means to respect our economic institutions.  

    I want to put on record my thanks to the Governor of the Bank, Andrew Bailey…  

    … and to the independent Monetary Policy Committee. 

    Today, I can confirm that we will maintain the MPC’s target of two per cent inflation, as measured by the 12-month increase in the Consumer Prices Index. 

    I want to thank James Bowler, the Permanent Secretary to the Treasury, and my team of officials. 

    Madam Deputy Speaker, I would also like to thank my predecessors as Chancellor of the Exchequer… 

    … for their wise counsel as I have prepared for this Budget.

    [redacted political content]

    Finally, I want to thank Richard Hughes and his team at the Office for Budget Responsibility for their work in preparing today’s economic and fiscal outlook. 

    Let me now take the House through that forecast. 

    The cost of living crisis under the last government stretched household finances to their limit, with inflation hitting a peak of above 11%.  

    Today, the OBR say that CPI inflation will average 2.5% this year, 2.6% in 2025, then 2.3% in 2026, 2.1% in 2027, 2.1% in 2028 and 2.0% in 2029.  

    Next, I move on to economic growth.  

    Today’s budget marks an end to short-termism.  

    So I am pleased, that for the first time, the OBR have published not only five year growth forecasts… 

    … but a detailed assessment of the growth impacts of our policies over the next decade, too… 

    … and the new Charter for Budget Responsibility, which I am publishing today, confirms that this will become a permanent feature of our framework. 

    The OBR forecast that real GDP growth will be 1.1% in 2024, 2.0% in 2025, 1.8% in 2026, 1.5% in 2027, 1.5% in 2028 and 1.6% in 2029. 

    And the OBR are clear: this Budget will permanently increase the supply capacity of the economy…

    [redacted political content]

    … boosting long-term growth. 

    Every Budget I deliver will be focused on our mission to grow the economy. 

    And underpinning that mission are the seven key pillars of our growth strategy… 

    … developed and delivered alongside business…  

    … all driven forward by our Financial Secretary to the Treasury.   

    First, and most important, is to restore economic stability. That is my focus today. 

    Second, increasing investment and building new infrastructure is vital for productivity, so we are catalysing £70bn of investment through our National Wealth Fund… 

    … and we are transforming our planning rules to get Britain building again. 

    Third, to ensure that all parts of the UK can realise their potential… 

    … we are working with the devolved governments… 

    … and partnering with our Mayors to develop local growth plans.  

    Fourth, to improve employment prospects and skills we are creating Skills England, delivering our plans to Make Work Pay and tackling economic inactivity.  

    Fifth, we are launching our long-term modern industrial strategy and expanding opportunities for our small and medium sized businesses to grow. 

    Sixth, to drive innovation we are protecting record funding for research and development to harness the full potential of the UK’s science base.  

    And finally, to maximise the growth benefits of our clean energy mission, we have confirmed key investments such as Carbon Capture and Storage to create jobs in our industrial heartlands. 

    Our approach is already having an impact. 

    Just two weeks ago – we delivered an International Investment Summit which saw businesses commit £63.5bn of investment into this country… 

    … creating nearly 40,000 jobs across the United Kingdom.

    [redacted political content]

    Economic growth will be our mission for the duration of this parliament.  

    Stability rule 

    Madam Deputy Speaker, in our manifesto, we set out the fiscal rules that would guide this government. 

    I am confirming those today… 

    Our stability rule… 

    And our investment rule… 

    The “stability rule” means that we will bring the current budget into balance… 

    … so that we do not borrow to fund day to day spending. 

    We will meet this rule in 2029-30, until that becomes the third year of the forecast.  

    From then on, we will balance the current budget in the third year of every budget, held annually each autumn. 

    That will provide a tougher constraint on day to day spending… 

    … so difficult decisions cannot be constantly delayed or deferred.  

    The OBR say that the current budget will be in deficit by £26.2bn in 2025-26 and £5.2bn in 2026-27… 

    … before moving into surplus of £10.9bn in 2027-28, £9.3bn in 2028-29 and £9.9bn in 2029-30… 

    … meeting our stability rule… 

    … two years early.  

    Monthly public sector finances data shows that government borrowing in the first six months of this year… 

    … was already running significantly higher than the OBR’s March forecast. 

    And so the OBR confirmed today, that borrowing in this financial year is now £127bn…

    [redacted political content]

    The increase in the net cash requirement in 24-25 is lower than the increase in borrowing, at £22.3bn higher than the spring forecast.  

    Because of the action that we are taking… 

    … borrowing falls from 4.5% of GDP this year to 2.1% of GDP by the end of the forecast. 

    Public sector net borrowing will be £105.6bn in 2025-26, £88.5bn in 2026-27, £72.2bn in 2027-28, £71.9bn in 2028-29 and £70.6bn in 2029-2930. 

    FIXING THE FOUNDATIONS 

    Spending  

    Madam Deputy Speaker, before I come to tax… 

    … it is vital that we are driving efficiency and reducing wasteful spending. 

    In July, to begin delivering, and dealing with our inheritance… 

    … I made £5.5bn of savings this year.  

    Today we are setting a 2% productivity, efficiency and savings target for all departments to meet next year… 

    … by using technology more effectively and joining up services across government 

    As set out in our manifesto, I will shortly be appointing our Covid Corruption Commissioner, they will lead our work to uncover those companies that used a national emergency to line their own pockets. 

    Because that money belongs in our public services. And taxpayers want that money back.  

    And I can confirm today that David Goldstone has been appointed as the Chair of the new Office for Value for Money…  

    … to help us realise the benefits from every pound of public spending. 

    Welfare 

    Today, I am also taking three steps to ensure that welfare spending is more sustainable.  

    First, we inherited [redacted political content] plans to reform the Work Capability Assessment.  

    We will deliver those savings…  

    …as part of our fundamental reforms to the health and disability benefits system that my Right Honourable Friend the Work and Pensions Secretary will bring forward. 

    Second, I can today announce a crackdown on fraud in our welfare system… 

    … often the work of criminal gangs.  

    We will expand DWP’s counter-fraud teams.. 

    … using innovative new methods to prevent illegal activity…  

    … and provide new legal powers to crackdown on fraudsters… 

    … including direct access to bank accounts to recover debt. 

    This package saves £4.3bn a year by the end of the forecast. 

    Third, the government will shortly be publishing the “Get Britain Working” white paper…  

    … tackling the root causes of inactivity with an integrated approach across health, education and welfare.  

    … and we will provide £240m for 16 trailblazer projects… 

    … targeted at those who are economically inactive and most at risk of being out of education, employment or training… 

    … to get people into work and reduce the benefits bill.  

    Tax avoidance 

    Before a government could consider any change to a tax rate or threshold… 

    … it must ensure that people pay what they already owe. 

    So we will invest to modernise HMRC’s systems using the very best technology… 

    … and recruit additional HMRC compliance and debt staff. 

    We will clamp down on those umbrella companies who exploit workers… 

    … increase the interest rate on unpaid tax debt to ensure that people pay on time… 

    … and go after promoters of tax avoidance schemes. 

    These measures to reduce the tax gap raise £6.5bn by the end of the forecast… 

    … and I want to thank the Exchequer Secretary for his outstanding work on this agenda. 

    PROTECTING WORKING PEOPLE 

    Madam Deputy Speaker, I know that for working people up and down our country… 

    … family finances are stretched… 

    … and pay checks don’t go as far as they once did. 

    So today, I am taking steps to support people with the cost of living. 

    Cost of living

    [redacted political content]

    As promised in our manifesto, we asked the Low Pay Commission to take account of the cost of living for the first time.  

    I can confirm that we will accept the Low Pay Commission recommendation to increase the National Living Wage by 6.7% to £12.21 an hour… 

    … worth up to £1,400 a year for a full-time worker. 

    And for the first time, we will move towards a single adult rate…  

    … phased in over time…  

    … by initially increasing the National Minimum Wage for 18-20 year olds by 16.3% as recommended by the Low Pay Commission… 

    … taking it to £10 an hour.

    [redacted political content]

    Second, I have heard representations from colleagues across this house about the Carer’s Allowance… 

    … and the impact of the current policy on carers looking to increase the hours they work… 

    … including from the Honourable member for Shipley, the Honourable member for Scarborough and Whitby and the Rt Hon Member for Kingston and Surbiton, too. 

    Carer’s allowance currently provides up to £81.90 per week to help those with additional caring responsibilities.  

    Today, I can confirm that we are increasing the weekly earnings limit to the equivalent of 16 hours at the National Living Wage per week… 

    … the largest increase in Carer’s Allowance since it was introduced in 1976.  

    That means a carer can now earn over £10,000 a year while receiving Carer’s Allowance… 

    … allowing them to increase their hours where they want to… 

    … and keep more of their money. 

    I am also concerned about the cliff-edge in the current system and the issue of overpayments. 

    My Right Honourable Friend the Work and Pensions Secretary has announced an independent review to look at the issue of overpayments, and we will work across this house to develop the right solutions. 

    Third, we will provide £1bn from next year to extend the Household Support Fund and Discretionary Housing Payments, to help those facing financial hardship with the cost of essentials.  

    Fourth, having heard representations from the Joseph Rowntree Foundation, Trussell and others… 

    … to reduce the level of debt repayments that can be taken from a household’s Universal Credit payment each month… 

    … by reducing it from 25% to 15% of their standard allowance. 

    This means that 1.2 million of the poorest households will keep more of their award each month… 

    … lifting children out of poverty…  

    … and those who benefit will gain an average of £420 a year. 

    Madam Deputy Speaker, our Plan to Make Work Pay will also protect working people.

    [redacted political content]

    It is right that we protect those who have worked their whole lives.  

    In our manifesto, we promised to transfer the Investment Reserve Fund in the Mineworkers’ Pension Scheme to members… 

    … and I have listened closely to my Honourable Friends for Easington, Doncaster Central, Blaenau Gwent, and Ayr, Carrick and Cumnock on this issue. 

    Today we are keeping our promise…  

    … so that working people who powered our country receive the fair pension that they are owed. 

    Our manifesto committed to the Triple Lock… 

    … meaning spending on the State Pension is forecast to rise by over £31bn by 2029-30… 

    … to ensure that our pensioners are protected in their retirement.  

    This commitment means that while working age benefits will be uprated in line with CPI, at 1.7%… 

    … the basic and new State Pension… 

    … will be uprated by 4.1% in 2025-26. 

    This means that over 12 million pensioners will gain up to £470 next year… 

    … up to £275 more than if uprated by inflation.  

    The Pension Credit Standard Minimum Guarantee will also rise by 4.1%…  

    … from around £11,400 per year to around £11,850 for a single pensioner.  

    Fuel duty 

    While I have sought to protect working people with measures to reduce the cost of living… 

    … I have had to take some very difficult decisions on tax. 

    I want to set out my approach to fuel duty.  

    Baked into the numbers that I inherited from the previous government… 

    … is an assumption that fuel duty will rise by RPI next year… 

    … and that the temporary 5p cut will be reversed.  

    To retain the 5p cut… 

    … and to freeze fuel duty again… 

    … would cost over £3bn next year.  

    At a time when the fiscal position is so difficult…  

    … I have to be frank with the House that this is a substantial commitment to make. 

    I have concluded… 

    … that in these difficult circumstances… 

    … while the cost of living remains high… 

    … and with a backdrop of global uncertainty… 

    … increasing fuel duty next year… 

    … would be the wrong choice for working people. 

    It would mean fuel duty rising by 7p per litre. 

    So, I have today decided to freeze fuel duty next year… 

    … and I will maintain the existing 5p cut for another year, too. 

    There will be no higher taxes at the petrol pumps next year.

    Madam Deputy Speaker, the last government made cuts of £20bn to employees’ and self-employed national insurance in their final two budgets.

    [redacted political content]

    Because we now know they were based on a forecast which the OBR say would have been “materially different”… 

    … had they known the true extent of the last government’s cover-up.   

    Since July, I have been urged on multiple occasions to reconsider these cuts.  

    To increase the taxes that working people pay and see in their payslips. 

    But I have made an important choice today: 

    To keep every single commitment that we made on tax in our manifesto.  

    So I say to working people: 

    I will not increase your National Insurance… 

    …I will not increase your VAT… 

    …And I will not increase your income tax. 

    Working people will not see higher taxes in their payslips as a result of the choices I make today. 

    That is a promise made – and a promise fulfilled. 

    TAX 

    But any responsible Chancellor would need to take difficult decisions today. 

    To raise the revenues required to fund our public services. 

    And to restore economic stability.  

    So in today’s Budget, I am announcing an increase in Employers’ National Insurance Contributions.  

    We will increase the rate of Employers’ National Insurance by 1.2 percentage points, to 15%, from April 2025.  

    And we will reduce the Secondary Threshold – the level at which employers start paying national insurance on each employee’s salary – from £9,100 per year to £5,000.  

    This will raise £25bn per year by the end of the forecast period.  

    I know that this is a difficult choice. 

    I do not take this decision lightly.  

    We are asking business to contribute more… 

    … and I know that there will be impacts of this measure felt beyond businesses, too… 

    … as the OBR have set out today. 

    But in the circumstances that I have inherited, it is the right choice to make.  

    Successful businesses depend on successful schools. 

    Healthy businesses depend on a healthy NHS.  

    And a strong economy depends on strong public finances.

    [redacted political content]

    That is the choice our country faces too.  

    As I make this choice, I know it is particularly important to protect our smallest companies.  

    So having heard representations from the Federation of Small Businesses and others… 

    … I am today increasing the Employment Allowance from £5,000 to £10,500. 

    This means 865,000 employers won’t pay any National Insurance at all next year… 

    … and over 1 million will pay the same or less than they did previously. 

    This will allow a small business to employ the equivalent of 4 full time workers on the National Living Wage… 

    … without paying any National Insurance on their wages. 

    Madam Deputy Speaker, let me come now to capital gains tax. 

    We need to drive growth, promote entrepreneurship, and support wealth creation… 

    … while raising the revenue required to fund our public services… 

    … and restore our public finances.  

    Today, we will increase the lower rate of Capital Gains Tax from 10% to 18%, and the Higher Rate from 20% to 24%… 

    … while maintaining the rates of capital gains tax on residential property at 18% and 24%, too.  

    This means the UK will still have the lowest Capital Gains Tax rate of any European G7 economy. 

    Alongside these changes to the headline rates of Capital Gains Tax… 

    … we are maintaining the lifetime limit for Business Asset Disposal Relief at £1m… 

    … to encourage entrepreneurs to invest in their businesses.   

    Business Asset Disposal Relief will remain at 10% this year… 

    … before rising to 14% in April 2025… 

    … and 18% from 2026-27… 

    … maintaining a significant gap compared to the higher rate of Capital Gains Tax.  

    Together, the OBR say these measures will raise £2.5bn by the end of the forecast. 

    In a sign of this government’s commitment to supporting growth and entrepreneurship… 

    …we have already extended the Enterprise Investment Scheme and Venture Capital Trust schemes to 2035… 

    … and we will continue to work with leading entrepreneurs and venture capital firms… 

    … to ensure our policies support a positive environment for entrepreneurship in the UK. 

    Next, inheritance tax. 

    Only 6% of estates will pay inheritance tax this year. 

    I understand the strongly held desire to pass down savings to children and grandchildren. 

    So I am taking a balanced approach in my package today. 

    First, the previous government froze inheritance tax thresholds until 2028. I will extend that freeze for a further two years, until 2030. 

    That means the first £325,000 of any estate can be inherited tax-free… 

    … rising to £500,000 if the estate includes a residence passed to direct descendants…. 

    … and £1m when a tax free allowance is passed to a surviving spouse or civil partner. 

    Second, we will close the loophole created by the previous government… 

    … made even bigger when the Lifetime Allowance was abolished… 

    … by bringing inherited pensions into inheritance tax from April 2027. 

    Finally, we will reform Agricultural Property Relief and Business Property Relief.  

    From April 2026, the first £1m of combined business and agricultural assets will continue to attract no inheritance tax at all… 

    … but for assets over £1m, inheritance tax will apply with 50% relief, at an effective rate of 20%. 

    This will ensure we continue to protect small family farms… 

    … and three-quarters of claims will be unaffected by these changes. 

    I can also announce that we will apply a 50% relief, in all circumstances, on inheritance tax for shares on the Alternative Investment Market (AIM) and other similar markets… 

    … setting the effective rate of tax at 20%. 

    Taken together, these measures raise over £2bn in the final year of the forecast. 

    Next, I can confirm that the government will renew the Tobacco Duty escalator for the remainder of this Parliament at RPI+2%… 

    … increase duty by a further 10% on hand-rolling tobacco this year… 

    … introduce a flat rate duty on all vaping liquid from October 2026… 

    … alongside an additional one off- increase in tobacco duty to maintain the incentive to give up smoking. 

    And we will increase the Soft Drinks Industry Levy to account for inflation since it was introduced… 

    …  as well as increasing the duty in line with CPI each year going forward. 

    These measures will raise nearly £1bn per year by the end of the forecast period. 

    Madame Deputy Speaker, we want to support the take-up of electric vehicles. 

    So I will maintain incentives for electric vehicles in Company Car Tax from 2028… 

    … and increase the differential between fully electric and other vehicles in the first year rates of Vehicle Excise Duty from April 2025. 

    These measures will raise around £400m by the end of the forecast period. 

    Madam Deputy Speaker let me update the House on our plans for Air Passenger Duty…

    [redacted political content]

    Air Passenger Duty has not kept up with inflation in recent years… 

    … so we are introducing an adjustment… 

    … meaning an increase of no more than £2 for an economy class short-haul flight.  

    But I am taking a different approach when it comes to private jets…  

    … increasing the rate of Air Passenger Duty by a further 50%.

    [redacted political content]

    These measures will raise over £700m by the end of the forecast period. 

    Madam Deputy Speaker, let me turn now to our high street businesses.  

    I know that for them, a major source of concern is business rates.  

    From 2026-27, we intend to introduce two permanently lower tax rates for retail, hospitality and leisure properties which make up the backbone of high streets across the country… 

    … and it is our intention that is paid for by a higher multiplier for the most valuable properties.

    [redacted political content]

    So I will today provide 40% relief on business rates for the retail, hospitality and leisure industry in 2025-26… 

    … up to a cap of £110,000 per business. 

    Alongside this, the small business tax multiplier will be frozen next year.  

    Next, I can confirm that alcohol duty rates on non-draught products will increase in line with RPI from February next year… 

    … but nearly two-thirds of alcoholic drinks sold in pubs are served on draught. 

    So today, instead of uprating these products in line with inflation… 

    … I am cutting draught duty by 1.7%… 

    … which means a penny off a pint in the pub. 

    Alongside the changes I am making today, I am publishing a Corporate Tax Roadmap.. 

    … providing the business certainty called for by the CBI, British Chambers of Commerce and the Institute for Directors. 

    This confirms our commitment to cap the rate of Corporation Tax at 25% – the lowest in the G7 –  for the duration of this parliament…. 

    … while maintaining full expensing and the £1 million Annual Investment Allowance… 

    …and keeping the current rates of research and development reliefs, to drive innovation. 

    Manifesto 

    Madam Deputy Speaker, in our manifesto we made a number of commitments to raise funding for our public services.  

    First, I have always said that if you make Britain your home, you should pay your tax here. 

    So today, I can confirm… 

    … we will abolish the non-dom tax regime… 

    … and remove the outdated concept of domicile from the tax system from April 2025. 

    We will introduce a new, residence based scheme… 

    … with internationally competitive arrangements for those coming to the UK on a temporary basis… 

    … while closing the loopholes in the scheme designed by the party opposite. 

    To further encourage investment into the UK, we will also extend the Temporary Repatriation Relief to three years and expand its scope… 

    … bringing billions of pounds of new funds into Britain. 

    The independent Office for Budget Responsibility say that this package of measures will raise £12.7bn over the next five years.  

    Next, the fund management industry provides a vital contribution to our economy… 

    …  but as our manifesto set out, there needs to be a fairer approach to the way carried interest is taxed.  

    So we will increase the Capital Gains Tax rates on carried interest to 32% from April 2025… 

    … and – from April 2026 – we will deliver further reforms to ensure that the specific rules for carried interest are simpler, fairer and better targeted. 

    In our manifesto we committed to reforming stamp duty land tax to raise revenue while supporting those buying their first home.  

    We are increasing the stamp-duty land tax surcharge for second-homes… 

    …known as the “Higher Rate for Additional Dwellings”… 

    … by 2 percentage points, to 5%, which will come into effect from tomorrow.  

    This will support over 130,000 additional transactions from people buying their first home, or moving home over, the next five years. 

    Next, we committed to reform the Energy Profits Levy on oil and gas companies. 

    I can confirm today that we will increase the rate of the levy to 38%, which will now expire in March 2030… 

    … and we will remove the 29% investment allowance. 

    To ensure the oil and gas industry can protect jobs and support our energy security… 

    … we will maintain the 100% first year allowances and the decarbonisation allowances too.  

    Finally, 94% of children in the UK attend state schools. 

    To provide the highest quality of support and teaching that they deserve… 

    … we will introduce VAT on private school fees from January 2025… 

    … and we will shortly introduce legislation to remove their business rates relief from April 2025, too.  

    We said in our manifesto that these changes… 

    … alongside our measures to tackle tax avoidance… 

    … would bring in £8.5bn by the final year of the forecast. 

    I can confirm today that they will in fact raise over £9bn… 

    … to support our public services and restore our public finances. 

    That is a promise made – and a promise fulfilled. 

    Madam Deputy Speaker, I have one final decision to take on tax today. 

    The previous government froze income tax and National Insurance thresholds in 2021… 

    … and then they did so again after the mini-budget. 

    Extending their threshold freeze for a further two years raises billions of pounds.  

    Money to deal with the black hole in our public finances…  

    … and repair our public services.  

    Having considered this issue closely… 

    … I have come to the conclusion… 

    … that extending the threshold freeze… 

    … would hurt working people. 

    It would take more money out of their payslips.

    I am keeping every single promise on tax that I made in our manifesto. 

    So there will be no extension of the freeze in income tax and National Insurance thresholds beyond the decisions of the previous government.  

    From 2028-29, personal tax thresholds will be uprated in line with inflation once again.

    When it comes to choices on tax, this government chooses to protect working people every single time.  

    SPENDING 

    Madam Deputy Speaker, these are the choices I have made. 

    To restore economic stability. 

    And to protect working people.  

    The next choice I make is to begin to repair our public services.  

    In recent months, we have conducted the first phase of the Spending Review… 

    … to set departmental budgets for 2024-25 and 2025-26… 

    … and I want to thank my Right Honourable Friend the Chief Secretary to the Treasury for his tireless work with colleagues from across government.  

    Because I have taken difficult decisions on tax today… 

    … I am able to provide an injection of immediate funding over the next two years… 

    … to stabilise and to support our public services.  

    The next phase of the Spending Review will report in late Spring, and I have set the overall envelope today. 

    Day to day spending from 2024-25 onwards will grow by 1.5% in real terms… 

    … and total departmental spending, including capital spending, will grow by 1.7% in real terms. 

    At the election we promised there would be no return to austerity.  

    Today we deliver on that promise. 

    But given the scale of the challenges that are facing our public services… 

    … that means there will still be difficult choices in the next phase of the Spending Review. 

    Just as we cannot tax and spend our way to prosperity… 

    … nor can we simply spend our way to better public services.  

    So we will deliver a new approach to public service reform… 

    … using technology to improve public services… 

    … and taking a zero-based approach… 

    … so that taxpayers’ money is spent as effectively as possible…  

    … and so that we focus on delivering our key priorities.  

    Spending Review: Phase 1 

    In the first phase of the Spending Review… 

    … I have prioritised day-to-day funding to deliver on our manifesto commitments. 

    I want every child to have the best start in life… 

    … and the best possible start to the school day, too… 

    … and I know my Right Honourable Friend the Education Secretary shares my ambition.  

    So I am today tripling investment in breakfast clubs to fund them in thousands of schools.  

    I am increasing the core schools budget by £2.3bn next year… 

    … to support our pledge to hire thousands more teachers into key subjects.   

    So that our young people can develop the skills that they need for the future… 

    … I am providing an additional £300m for further education. 

    And finally, this government is committed to reforming special educational needs provision… 

    … to improve outcomes for our most vulnerable children and ensure the system is financially sustainable. 

    To support that work, I am today providing a £1bn uplift in funding, a 6% real terms increase from this year.  

    There is no more important job for government than to keep our country safe, and we are conducting a Strategic Defence Review to be published next year. 

    And as set out in our manifesto, we will set a path to spending 2.5% of GDP on defence at a future fiscal event. 

    Today, I am announcing a total increase to the Ministry of Defence’s Budget of £2.9bn next year… 

    … ensuring the UK comfortably exceeds our NATO commitments…  

    … and providing guaranteed military support to Ukraine of £3bn per year, for as long as it takes. 

    Last week, alongside my Right Honourable Friend the Defence Secretary, I announced, in addition to this, further support to Ukraine – on top of our NATO commitment…  

    … through our £2.26bn contribution to the G7’s Extraordinary Revenue Acceleration agreement… 

    … repaid using profits from immobilised Russian sovereign assets. 

    And as we approach Remembrance Sunday…  

    … it is vital that we take time to remember those who have served our country so bravely.  

    So I am today announcing funding to commemorate the 80th anniversary of VE and VJ day next year… 

    … to honour those who have served at home and abroad. 

    We must also remember those who experienced the atrocities of the Nazi regime first hand.  

    I would like to pay tribute to Lily Ebert, the Holocaust Survivor and educator who passed away aged 100 earlier this month.  

    I am today committing a further £2m to holocaust education next year… 

    … so that charities like the Holocaust Educational Trust, can continue their work to ensure these vital testimonies are not lost and are preserved for the future. 

    Madam Deputy Speaker, to repair our public services we also need to work alongside our mayors and our local leaders. 

    We will deliver a significant real-terms funding increase for local government next year…  

    … including £1.3bn of additional grant funding to deliver essential services… 

    … with at least £600m in grant funding for social care…  

    … and £230m to tackle homelessness and rough sleeping 

    We are today confirming that Greater Manchester and the West Midlands will be the first mayoral authorities to receive integrated settlements from next year… 

    … giving Mayors meaningful control of the funding for their local areas. 

    And to support our local high streets… 

    … we are taking action to deal with the sharp rise in shoplifting we have seen in recent years. 

    We will scrap the effective immunity for low-value shoplifting introduced by the party opposite. 

    And having listened closely to organisations like the British Retail Consortium and USDAW… 

    … I am providing additional funding to crack down on the organised gangs which target retailers… 

     … and to provide more training to our police officers and retailers to help stop shoplifting in its tracks.  

    Finally, I am today providing funding to support public services and drive growth across Scotland, Wales and Northern Ireland.  

    Having discussed the matter with the First Minister of Wales, Eluned Morgan, and my HFs for Llanelli and Pontypridd… 

    … I am providing a £25m to the Welsh Government next year for the maintenance of coal tips to ensure we keep our communities safe.  

    And to support growth, including in our rural areas, we will proceed with City and Growth Deals in Northern Ireland… 

    … in Causeway Coast and Glens; and Mid-South West.

    And we will drive growth in Scotland [redacted political content] including a City and growth Deal in Argyll and Bute.

    This budget provides the devolved governments with the largest real-terms funding settlement since devolution… 

    … delivering an additional £3.4 billion for the Scottish Government through the Barnett formula… 

    … funding which must now be spent effectively to improve public services in Scotland.  

    This budget also provides £1.7 billion to the Welsh Government… 

    …  and £1.5 billion to the Northern Ireland Executive in 2025-26. 

    I said there would be no return to austerity, and that is the choice I have made today.  

    REBUILDING BRITAIN 

    Madam Deputy Speaker, to rebuild our country we need to increase investment. 

    The UK lags behind every other G7 country when it comes to business investment as a share of our economy. 

    That matters.  

    It means the UK has fallen behind in the race for new jobs… 

    … new industries… 

    … and new technology.  

    By restoring economic stability… 

    … and by establishing the National Wealth Fund to catalyse private funding… 

    … we have begun to create the conditions that businesses need to invest.  

    But there is also a significant role for public investment.

    Hospitals without the equipment they need.  

    School buildings not fit for our children.  

    A desperate lack of affordable housing. 

    Economic growth held back at every turn.  

    Under the plans I inherited… 

    … public investment was set to fall from 2.5% to 1.7% of GDP.  

    But in Washington last week, the International Monetary Fund were clear:  

    More public investment is badly needed in the UK.  

    So today, having listened to the case made by the former Governor of the Bank of England, Mark Carney… 

    … former Treasury Minister, Jim O’Neill… 

    … and the former Cabinet Secretary, Gus O’Donnell… 

    … among others…  

    … I am confirming our investment rule.  

    As set out in our manifesto, we will target debt falling as a share of the economy. 

    Debt will be defined as Public Sector net Financial Liabilities, or “net financial debt”, for short… 

    … a metric that has been measured by the Office for National Statistics since 2016… 

    … and forecast by the Office for Budget Responsibility since that date too. 

    “Net financial debt” recognises that government investment delivers returns for taxpayers…  

    … by counting not just the liabilities on a government’s balance sheet, but the financial assets too. 

    This means that we count the benefits of investment, not just the costs… 

    And we free up our institutions to invest… 

    … just as they do in Germany, France and Japan.  

    Like our stability rule, our investment rule will apply in 2029-2030… 

    … until that becomes the third year of the forecast. 

    From that point onwards, net financial debt will fall in the third year of every forecast. 

    Today, the OBR say that we are already meeting our target two years early… 

    … with “net financial debt” falling by 2027-28…  

    … with £15.7bn of headroom in the final year. 

    So that we drive the right incentives in government investments… 

    … we will introduce four key guardrails to ensure capital spending is good value for money and drives growth in our economy.  

    First, our portfolio of new financial investments will be delivered by expert bodies like the National Wealth Fund which must, by default, earn a rate of return at least as large as that on gilts.  

    Second, we will strengthen the role of institutions to improve infrastructure delivery.  

    Third, we will improve certainty, setting capital budgets for five years and extending them at every spending review every two years. 

    Finally, we will ensure there is greater transparency for capital spending, with robust annual reporting of financial investments… 

    … based on accounts audited by the National Audit Office… 

    … and made available to the Office for Budget Responsibility at every forecast. 

    Taken together with our stability rule… 

    …these fiscal rules will ensure that our public finances are on a firm footing… 

    … while enabling us to invest prudently alongside business. 

    Growth projects  

    The capital plans I now set out… 

    … to drive growth across our country… 

    … and repair the fabric of our nation… 

    … are only possible because of our investment rule.  

    Let me set out those investment plans. 

    Industrial strategy 

    Today we are confirming our plans to capitalise the National Wealth Fund… 

    … to invest in the industries of the future… 

    … from gigafactories, to ports to green hydrogen. 

    Building on these investments, my Right Honourable Friend the Business Secretary is driving forward our modern industrial strategy… 

    … working with businesses and organisations like Make UK… 

    … to set out the sectors with the biggest growth potential. 

    Today, we are confirming multi-year funding commitments for these areas of our economy, including… 

    … nearly £1bn for the aerospace sector to fund vital research and development, building on our industry in the East Midlands, the South-West and Scotland… 

    … over £2 billion for the automotive sector… 

    …  to support our electric vehicle industry and develop our manufacturing base… 

    … building on our strengths in the North East and the West Midlands… 

    And up to £520m for a new Life Sciences Innovative Manufacturing Fund. 

    For our world-leading creative industries…  

    … we will legislate to provide additional tax relief for visual effect costs in TV and film… 

    .. and we are providing £25m for the North East Combined Authority… 

    … which they plan to use to remediate the Crown Works Studio site in Sunderland… 

    … creating 8,000 new jobs.  

    Research & Development 

    To unlock these growth industries of the future, we will protect government investment in research and development with more than £20bn worth of funding. 

    This includes at least £6.1bn to protect core research funding for areas like engineering, biotechnology and medical science… 

    …through Research England, other research councils, and the National Academies. 

    We will extend the Innovation Accelerators programme in Glasgow, in Manchester and in the West Midlands.  

    And with over £500m of funding next year, my Right Honourable Friend the Science, Technology and Innovation Secretary, will continue to drive progress in improving reliable, fast broadband and mobile coverage across our country, including in rural areas. 

    Housing 

    We committed in our manifesto to build 1.5 million homes over the course of this parliament… 

    … and my Right Honourable Friend the Deputy Prime Minister is driving that work forward across government. 

    Today, I am providing over £5bn of government investment to deliver our plans on housing next year. 

    We will increase the Affordable Homes Programme to £3.1bn…  

    … delivering thousands of new homes.  

    We will provide £3bn of support in guarantees… 

    … to boost the supply of homes and support our small housebuilders. 

    And we will provide investment to renovate sites across our country… 

    … including at Liverpool Central Docks… 

    … where we will deliver 2,000 new homes… 

    … and funding to help Cambridge realise its full growth potential.  

    Alongside this investment, we will put the right policies in place to increase the supply of affordable housing.  

    Having heard representations from local authorities, social housing providers and from Shelter…  

    … I can today confirm that the government will reduce Right to Buy Discounts… 

    … and local authorities will be able to retain the full receipts from any sales of social housing… 

    … to reinvest back into the housing stock, and into new supply.. 

    … so that we give more people a safe, secure and affordable place to live.  

    We will provide stability to social housing providers, with a social housing rent settlement of CPI+1 percent for the next five years.  

    And we will deliver on our manifesto commitment to hire hundreds of new planning officers, to get Britain building again.  

    We will also make progress on our commitment to accelerate the remediation of homes following the findings of the Grenfell Inquiry… 

    … with £1bn of investment to remove dangerous cladding next year.  

    Transport

    Working with my Right Honourable Friend the Transport Secretary, I am changing that.  

    We are today securing the delivery of the Trans-Pennine upgrade to connect York, Leeds, Huddersfield and Manchester…  

    … delivering fully electric local and regional services between Manchester and Stalybridge by the end of this year… 

    … with a further electrification of services between Church Fenton and York by 2026.… 

    … to help grow our economy across the North of England… 

    … with faster and more reliable services.  

    We will deliver East-West Rail to drive growth between Oxford, Milton Keynes and Cambridge…  

    … with the first services running between Oxford, Bletchley and Milton Keynes next year… 

    … and trains between Oxford and Bedford running from 2030.  

    We are delivering railway schemes which improve journeys for people across our country… 

    … including upgrades at Bradford Forster Square…  

    … improving capacity at Manchester Victoria… 

    … and electrifying the Wigan-Bolton line. 

    My Right Honourable Friend the Transport Secretary has also set out a plan for how to get a grip of HS2. 

    Today, we are securing delivery of the project between Old Oak Common and Birmingham… 

    … and we are committing the funding required to begin tunnelling work to London Euston station… 

    … This will catalyse private investment into the local area. 

    I am also funding significant improvements to our roads network.  

    For too long, potholes have been an all too visible reminder of our failure to invest as a nation. 

    Today, that changes… 

    … with a £500m increase in road maintenance budgets next year… 

    … more than delivering on our manifesto commitment to fix an additional one million potholes each year. 

    We will provide over £650m of local transport funding to improve connections across our country… 

    … in our towns like Crewe and Grimsby… 

    … and in our villages and rural areas, from Cornwall to Cumbria.

    … we understand how important bus services are for our communities… 

    …so we will extend the cap for a further year, setting it at £3 until December 2025. 

    Finally we will deliver £1.3bn of funding to improve connectivity in our city regions, funding projects like…  

    … the Brierley Hill Metro extension in the West Midlands… 

    … the renewal of the Sheffield Supertram… 

    … and West Yorkshire Mass Transit, including in Bradford and Leeds.  

    Energy 

    Madam Deputy Speaker, to bring new jobs to Britain and drive growth across our country… 

    … we are delivering our mission to make Britain a clean energy superpower, led by my Right Honourable Friend the Energy Secretary. 

    Earlier this month, we announced a significant multi-year investment between government and business into Carbon Capture and Storage… 

    … creating 4,000 jobs across Merseyside and Teesside. 

    Today, I am providing funding for 11 new green hydrogen projects across England, Scotland and Wales – they will be among the first commercial scale projects anywhere in the world… 

    … including in Bridgend, East Renfrewshire and in Barrow-in-Furness 

    We are kickstarting the Warm Homes Plan by confirming an initial £3.4bn over the next three years… 

    … to transform 350,000 homes… 

    … including a quarter of a million low-income and social homes. 

    And we will establish GB Energy… 

    … providing funding next year to set up GB Energy at its new home in Aberdeen. 

    Overall, we will invest an additional £100bn over the next five years in capital spending… 

    … only possible because of our investment rule.  

    The OBR say today that this will drive growth across our country in the next five years… 

    … and in the longer term increase GDP by up to 1.4%. 

    It will crowd in private investment… 

    … meaning more jobs, and more opportunities… 

    … in every corner of the UK.  

    That is the choice that I have made.  

    To invest in our country… 

    … and to grow our economy. 

    Today, I am setting out two final areas in which investment is so badly needed… 

    … to repair the fabric of our nation. 

    Schools

    [redacted political content]

    … schools roofs are crumbling….  

    … and millions of children are facing the very same backdrop as I did. 

    I will be the Chancellor that changes that.  

    So today, I am providing £6.7bn of capital investment to the Department for Education next year… 

    … a 19% real-terms increase on this year. 

    That includes £1.4bn to rebuild over 500 schools in the greatest need… 

    … including St Helen’s Primary School in Hartlepool, and Mercia Academy in Derby… 

    … and so many more across our country. 

    And we will provide a further £2.1bn to improve school maintenance, £300m more than this year… 

    … ensuring that all our children can learn somewhere safe… 

    … including dealing with RAAC affected schools in the constituencies of my HFs the members for Watford, Stourbridge, Hyndburn, and beyond.   

    Alongside investment in new teachers… 

    … and funding for thousands of new breakfast clubs… 

    … this government is giving our children and young people the opportunities that they deserve.   

    NHS 

    Madam Deputy Speaker, I come to our most cherished public service of all: our NHS.

    [redacted political content]

    In our first week in office, he commissioned an independent report into the state of our health service by Lord Darzi.  

    Its conclusions were damning.  

    While our NHS staff do a remarkable job, and we thank them for it… 

    … it is clear that, that in so many areas… 

    … we are moving in the wrong direction.  

    100,000 infants waited over 6 hours in A&E last year.  

    350,000 people are waiting a year for mental health support. 

    Cancer deaths here are higher than in other countries.  

    It is simply unforgiveable. 

    In the Spring, we will publish a 10 year plan for the NHS… 

    … to deliver a shift from hospital to community… 

    … from analogue to digital… 

    … and from sickness to prevention. 

    Today, we are announcing a downpayment on that plan…  

    …  to enable the NHS to deliver 2% productivity growth next year. 

    These reforms are vital.  

    But we should be honest.  

    The state of the NHS we inherited… 

    … after – and I quote Lord Darzi – “the most austere decade since the NHS was founded” –  

    … means reform must come alongside investment. 

    So today… 

    … because of the difficult decision that I have taken on tax, welfare and spending… 

    … I can announce… 

    … that I am providing a £22.6bn increase in the day to-day health budget… 

    … and a £3.1bn increase in the capital budget… 

    … over this year and next year. 

    This is the largest real-terms growth in day to day NHS spending outside of Covid since 2010.  

    Let me set out what this funding is delivering.  

    Many NHS buildings have been left in a state of disrepair. 

    So we will provide £1 billion of health capital investment next year to address the backlog of repairs and upgrades across the NHS.  

    To increase capacity for tens of thousands more procedures next year… 

    … we will provide a further £1.5bn… 

    … for new beds in hospitals across the country…  

    … new capacity for over a million additional diagnostic tests… 

    … and new surgical hubs and diagnostic centres … 

    … so that those people waiting for their treatment can get it as quickly as possible. 

    My Right Honourable Friend the Health Secretary will be announcing the details of his review into the New Hospital Programme in the coming weeks… 

    … and publishing in the new year… 

    … but I can tell the House today… 

    … that work will continue at pace to deliver those seven hospitals affected including… 

    … West Suffolk Hospital in Bury St Edmunds… 

    … and Leighton Hospital in Crewe.  

    And finally… 

    … because of this record injection of funding… 

    … because of the thousands of additional beds that we have secured… 

    … and because of the reforms that we are delivering in our NHS…  

    … we can now begin to bring waiting lists down more quickly… 

    … and move towards our target for waiting times no longer than 18 weeks… 

    … by delivering our manifesto commitment for 40,000 extra hospital appointments a week.

    [redacted political content]

    CLOSING 

    Madam Deputy Speaker, the choices that I have made today are the right choices for our country.  

    To restore stability to our public finances. 

    To protect working people. 

    To fix our NHS. 

    And to rebuild Britain.  

    That doesn’t mean these choices are easy. 

    But they are responsible.

    [redacted political content]

    This is a moment of fundamental choice for Britain.  

    I have made my choices.  

    The responsible choices. 

    To restore stability to our country. 

    To protect working people.  

    More teachers in our schools.  

    More appointments in our NHS.  

    More homes being built.  

    Fixing the foundations of our economy. 

    Investing in our future.  

    Delivering change.  

    Rebuilding Britain.

    We on these benches commend those choices… 

    … and I commend this Statement to the House.

    Updates to this page

    Published 30 October 2024

    MIL OSI United Kingdom