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Kilroy Realty, L.P. Prices $400 Million of 5.875% Senior Notes Due 2035

Kilroy Realty, L.P. Prices $400 Million of 5.875% Senior Notes Due 2035

LOS ANGELES–(BUSINESS WIRE)–
Kilroy Realty Corporation (NYSE:KRC) (the “Company”) today announced that its operating partnership, Kilroy Realty, L.P., has priced an underwritten public offering of $400 million aggregate principal amount of 5.875% senior notes due 2035 (the “Notes”). The Notes will pay interest semi-annually at a rate of 5.875% per annum on April 15 and October 15 of each year, commencing April 15, 2026, mature on October 15, 2035 and are guaranteed by the Company. The Notes are being offered at a price equal to 98.991% of the principal amount, plus accrued interest, if any, with a yield to maturity of 6.006%. The offering is expected to close on August 8, 2025, subject to the satisfaction of customary closing conditions.

Wells Fargo Securities, J.P. Morgan, PNC Capital Markets LLC, US Bancorp, Barclays, BMO Capital Markets, BNY Mellon Capital Markets, LLC, BofA Securities, KeyBanc Capital Markets, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and SMBC Nikko acted as joint book-running managers of the offering.

Net proceeds from the offering are expected to be approximately $393 million, after deducting the underwriting discount and the Company’s estimated expenses. The Company intends to use net proceeds from the offering to redeem or repay indebtedness and, to the extent not used for such purpose, for other general corporate purposes. The Company may also hold net proceeds in cash, cash equivalents and/or marketable securities. Such indebtedness to be redeemed or repaid is expected to include the operating partnership’s 4.375% senior notes due 2025.

The Notes are being offered pursuant to an effective shelf registration statement filed by Kilroy Realty Corporation and Kilroy Realty, L.P. with the Securities and Exchange Commission (“SEC”). The offering will be made only by means of the prospectus supplement and accompanying prospectus. The preliminary prospectus supplement and accompanying prospectus related to the offering have been filed with the SEC and are available on the SEC’s website at http://www.sec.gov. A copy of the final prospectus supplement and accompanying prospectus related to the offering may be obtained, when available, by contacting Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attn: WFS Customer Service, Email: [email protected], by telephone (toll free) at 1-800-645-3751, J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at [email protected] and [email protected], PNC Capital Markets LLC, 300 Fifth Avenue, 10th Floor, Pittsburgh, Pennsylvania 15222, by telephone (toll free) at 1-855-881-0697 or by email at [email protected] or U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any offer or sale of these securities in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful.

About Kilroy Realty Corporation

Kilroy Realty Corporation is a leading U.S. landlord and developer, with operations in San Diego, Los Angeles, the San Francisco Bay Area, Seattle and Austin, Texas.

The Company is a publicly traded real estate investment trust (“REIT”) and member of the S&P MidCap 400 Index with more than seven decades of experience developing, acquiring, and managing office, life science and mixed-use projects.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on our current expectations, beliefs and assumptions, and are not guarantees of future performance. Forward-looking statements are inherently subject to uncertainties, risks, changes in circumstances, trends and factors that are difficult to predict, many of which are outside of our control. Accordingly, actual performance, results and events may vary materially from those indicated or implied in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future performance, results or events. Numerous factors could cause actual future performance, results and events to differ materially from those indicated in the forward-looking statements, including, among others: global market and general economic conditions, including actual and potential tariffs and periods of heightened inflation, and their effect on our liquidity and financial conditions and those of our tenants; adverse economic or real estate conditions generally, and specifically, in the states of California, Texas and Washington; risks associated with our investment in real estate assets, which are illiquid, and with trends in the real estate industry; defaults on or non-renewal of leases by tenants; any significant downturn in tenants’ businesses, including bankruptcy, lack of liquidity or lack of funding, and the impact labor disruptions or strikes, such as episodic strikes in the entertainment industry, may have on our tenants’ businesses; our ability to re-lease property at or above current market rates; reduced demand for office space, including as a result of remote working and flexible working arrangements that allow work from remote locations other than an employer’s office premises; costs to comply with government regulations, including environmental remediation; the availability of cash for distribution and debt service and exposure to risk of default under debt obligations; increases in interest rates and our ability to manage interest rate exposure; changes in interest rates and the availability of financing on attractive terms or at all, which may adversely impact our future interest expense and our ability to pursue development, redevelopment and acquisition opportunities and refinance existing debt; a decline in real estate asset valuations, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing, and which may result in write-offs or impairment charges; significant competition, which may decrease the occupancy and rental rates of properties; potential losses that may not be covered by insurance; the ability to successfully complete acquisitions and dispositions on announced terms; the ability to successfully operate acquired, developed and redeveloped properties; the ability to successfully complete development and redevelopment projects on schedule and within budgeted amounts; delays or refusals in obtaining all necessary zoning, land use and other required entitlements, governmental permits and authorizations for our development and redevelopment properties; increases in anticipated capital expenditures, tenant improvement and/or leasing costs; defaults on leases for land on which some of our properties are located; adverse changes to, or enactment or implementations of, tax laws or other applicable laws, regulations or legislation, as well as business and consumer reactions to such changes; risks associated with joint venture investments, including our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers; environmental uncertainties and risks related to natural disasters; risks associated with climate change and our sustainability strategies, and our ability to achieve our sustainability goals; and our ability to maintain our status as a REIT. These factors are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that could materially adversely affect our business and financial performance, see the factors included under the caption “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2024 and our other filings with the Securities and Exchange Commission. All forward-looking statements are based on currently available information and speak only as of the dates on which they are made. We assume no obligation to update any forward-looking statement made in this press release that becomes untrue because of subsequent events, new information or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.

Doug Bettisworth

Vice President, Corporate Finance

(310) 481-8585

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Professional Services Residential Building & Real Estate Commercial Building & Real Estate Finance Construction & Property REIT

MEDIA:

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NVO Investors Have Opportunity to Lead Novo Nordisk A/S Securities Fraud Lawsuit

PR Newswire


NEW YORK
, Aug. 5, 2025 /PRNewswire/ —

Why: Rosen Law Firm, a global investor rights law firm, announces the filing of a class action lawsuit on behalf of purchasers of securities of Novo Nordisk A/S (NYSE: NVO) between May 7, 2025 and July 28, 2025, both dates inclusive (the “Class Period”). A class action lawsuit has already been filed. If you wish to serve as lead plaintiff, you must move the Court no later than September 30, 2025.

So What: If you purchased Novo Nordisk securities during the Class Period you may be entitled to compensation without payment of any out of pocket fees or costs through a contingency fee arrangement.

What to do next: To join the Novo Nordisk class action, go to https://rosenlegal.com/submit-form/?case_id=34168 or call Phillip Kim, Esq. at 866-767-3653 or email [email protected] for more information. A class action lawsuit has already been filed. If you wish to serve as lead plaintiff, you must move the Court no later than September 30, 2025. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation.

Why Rosen Law: We encourage investors to select qualified counsel with a track record of success in leadership roles. Often, firms issuing notices do not have comparable experience, resources, or any meaningful peer recognition. Be wise in selecting counsel. The Rosen Law Firm represents investors throughout the globe, concentrating its practice in securities class actions and shareholder derivative litigation. Rosen Law Firm achieved the largest ever securities class action settlement against a Chinese Company at the time. Rosen Law Firm was Ranked No. 1 by ISS Securities Class Action Services for number of securities class action settlements in 2017. The firm has been ranked in the top 4 each year since 2013 and has recovered hundreds of millions of dollars for investors. In 2019 alone the firm secured over $438 million for investors. In 2020, founding partner Laurence Rosen was named by law360 as a Titan of Plaintiffs’ Bar. Many of the firm’s attorneys have been recognized by Lawdragon and Super Lawyers.

Details of the case: According to the lawsuit, defendants provided overwhelmingly positive statements to investors while, at the same time, disseminating materially false and misleading statements and/or concealing material adverse facts concerning the true state of Novo Nordisk’s growth potential. Notably, Novo Nordisk’s asserted potential to capitalize on the compounded market greatly understated the potential impact of the personalization exception to the compounded GLP-1 exclusion and overstated the likelihood that such patients would switch to Novo Nordisk’s branded alternatives. Further, defendants greatly overstated the potential GLP-1 market or otherwise, Novo’s capability to penetrate said markets to achieve continued growth. When the true details entered the market, the lawsuit claims that investors suffered damages.

To join the Novo Nordisk class action, go to https://rosenlegal.com/submit-form/?case_id=34168 or call Phillip Kim, Esq. at 866-767-3653 or email [email protected] for more information.

No Class Has Been Certified. Until a class is certified, you are not represented by counsel unless you retain one. You may select counsel of your choice. You may also remain an absent class member and do nothing at this point. An investor’s ability to share in any potential future recovery is not dependent upon serving as lead plaintiff.

Follow us for updates on LinkedIn: https://www.linkedin.com/company/the-rosen-law-firm, on Twitter: https://twitter.com/rosen_firm or on Facebook: https://www.facebook.com/rosenlawfirm/.

Attorney Advertising. Prior results do not guarantee a similar outcome.

Contact Information:

Laurence Rosen, Esq.

Phillip Kim, Esq.

The Rosen Law Firm, P.A.
275 Madison Avenue, 40th Floor
New York, NY 10016
Tel: (212) 686-1060
Toll Free: (866) 767-3653
Fax: (212) 202-3827
[email protected]
www.rosenlegal.com

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/nvo-investors-have-opportunity-to-lead-novo-nordisk-as-securities-fraud-lawsuit-302522371.html

SOURCE THE ROSEN LAW FIRM, P. A.

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Parkland Reports 2025 Second Quarter Results

PR Newswire

 Record second quarter Adjusted EBITDA1 of $508 million

Demonstrates strength and run rate potential of Parkland’s diversified business

 Advancing the Sunoco Transaction2


CALGARY, AB
, Aug. 5, 2025 /PRNewswire/ – Parkland Corporation (“Parkland”, “we”, the “Company”, or “our”) (TSX: PKI), today announced its financial and operating results for the three and six months ended June 30, 2025.

“I want to thank the Parkland team for safely serving our customers to deliver record second quarter results,” said Bob Espey, President and Chief Executive Officer. “Our Canadian and International businesses continue to demonstrate strength and resilience, while strong supply optimization coupled with solid operations at the Burnaby refinery enabled us to capture above mid-cycle refining margins. These results reflect the run rate potential of Parkland’s integrated platform and together with Sunoco, the combined scale is well positioned to grow cash flow for years to come.”

Q2 2025 Highlights

  • Delivered Adjusted EBITDA of $508 million, as compared to $504 million in Q2 2024, primarily driven by strong operations and margins at the Burnaby Refinery and robust performance in the Canada segment. These were partially offset by lower fuel unit margins in the International segment and continued softness in the USA segment primarily due to ongoing macroeconomic pressures.
  • Net earnings of $172 million ($0.99 per share, basic), as compared to $70 million ($0.40 per share, basic) in Q2 2024, and Adjusted earnings3 of $158 million ($0.91 per share, basic3), as compared to $156 million ($0.89 per share, basic) in Q2 2024.
  • Trailing twelve months (“TTM”) Available cash flow3 of $551 million ($3.17 per share3), as compared to $823 million ($4.69 per share) in 2024, primarily reflecting a significantly lower refining margin environment during the second half of 2024 and realized losses due to the wind down of California compliance market positions in the first quarter of 2025. TTM Cash generated from (used in) operating activities4 of $1,656 million ($9.52 per share4), as compared to $1,612 million ($9.19  per share) in 2024, reflecting favourable working capital movements in the current period. 
  • Leverage Ratio5 decreased to 3.4 times (3.6 times in Q4 2024) and liquidity available4 of approximately $2.2 billion.
  • Parkland’s total recordable injury frequency rate6 on a TTM basis was 1.15, compared to 1.21 in Q2 2024, reflecting the Parkland team’s continued focus on operational integrity.

Q2 2025 Segment Highlights

  • Canada delivered Adjusted EBITDA of $190 million, as compared to $168 million in Q2 2024. The increase was primarily driven by stronger fuel unit margins from continued price and supply optimization, and volume growth in our company-owned network. We delivered company same-store volume growth (“Company SSVG”)6 of 4.6 percent and Food and Company C-Store same-store sales growth (“Food and Company C-Store SSSG”)3 excluding cigarettes of 4.2 percent, reflecting stronger site execution, and increased engagement though our loyalty program.
  • International delivered Adjusted EBITDA of $168 million, as compared to $180 million in Q2 2024. Continued strength in the retail business was more than offset by lower unit margins driven by market instability from global conflicts resulting in price volatility, particularly in diesel.
  • USA delivered Adjusted EBITDA of $26 million, as compared to $47 million in Q2 2024. The decrease was primarily driven by lower fuel unit margins due to an ongoing competitive pricing environment and reduced rail and regional arbitrage opportunities. Lower retail volumes, consumer spending, and foot traffic in convenience stores were consistent with broader industry trends.
  • Refining delivered Adjusted EBITDA of $136 million, as compared to $119 million in Q2 2024. The increase was primarily driven by higher refining margins combined with strong composite utilization6 of 94.0 percent.

____________________________________


(1)

Total of segments measure. See “Measures of Segment Profit(Loss) and Total of Segments Measures” section of this news release.


(2)

On May 5, 2025, Parkland and Sunoco LP (NYSE: SUN) (“Sunoco”) announced that they entered into a definitive agreement whereby Sunoco will acquire all outstanding shares of Parkland in a cash and equity transaction valued at approximately U.S.$9.1 billion, including assumed debt (the “Sunoco Transaction”).


(3)

Non-GAAP financial measure or non-GAAP financial ratio. See “Non-GAAP Financial Measures and Ratios” section of this news release.


(4)

Supplementary financial measure. See “Supplementary Financial Measures” section of this news release.


(5)

Capital management measure. See “Capital Management Measures” section of this news release.


(6)

Non-financial measure. See “Non-Financial Measures” section of this news release.

Update on the Sunoco Transaction

Parkland shareholders approved the Sunoco Transaction at the June 24, 2025 Annual and Special Meeting, with more than 93 percent of votes cast in favour. Following this strong shareholder endorsement, Parkland received a final order from the Court of King’s Bench of Alberta’s approval and the parties have obtained Competition Act (Canada) clearance.

The Sunoco Transaction continues to advance through the remaining regulatory review processes and other closing conditions, including the ongoing review under the Investment Canada Act, and is expected to close in the fourth quarter of 2025.

The Company will terminate its Dividend Reinvestment Plan (“DRIP”) effective August 6, 2025. The DRIP has been suspended since November 2, 2022.

2025 Guidance

Following strong second quarter 2025 operating and financial results, Parkland remains on track to be within its previously stated 2025 Adjusted EBITDA Guidance4 range of $1,800 to $2,100 million and 2025 Capital Expenditure Guidance4 range of $475 to $525 million.

Due to expected transaction-related costs and certain restrictions associated with the Sunoco Transaction, and to simplify external guidance, Parkland will no longer provide updates with respect to its 2025 Available cash flow per share, 2025 Leverage Ratio, non-core asset divestment program from 2023 to 2025 and 2025 Adjusted EBITDA for its Refining segment. 

Consolidated Financial Overview

($ millions, unless otherwise noted)


Three months ended June 30,  

Financial Summary


2025

2024

Sales and operating revenue


6,874

7,504

Adjusted EBITDA(1)


508

504

Canada(2)(3)


190

168

International(2)(3)


168

180

USA(2)(3)


26

47

Refining(2)(3)


136

119

   Corporate(2)(3)


(12)

(10)

Net earnings (loss)


172

70

Net earnings (loss) per share – basic ($ per share)


0.99

0.40

Net earnings (loss) per share – diluted ($ per share)


0.97

0.39

Trailing twelve months (“TTM”) Cash generated from (used in) operating activities(4)  


1,656

1,612

TTM Cash generated from (used in) operating activities per share(4)


9.52

9.19

TTM Available cash flow(5)(6)


551

823

TTM Available cash flow per share(5)(6)


3.17

4.69

TTM ROIC(6)


7.7 %

9.0 %


(1)

Total of segments measure. See “Measures of Segment Profit (Loss) and Total of Segments Measures” section of this news release.


(2)

For comparative purposes, certain amounts in 2024 were revised to conform to the presentation used in the current period with respect to the allocation of Corporate costs. See Note 2d of the Interim Condensed Consolidated Financial Statements for further details


(3)

Measure of segment profit (loss). See “Measures of Segment Profit (Loss) and Total of Segments Measures” section of this news release.


(4)

Supplementary financial measure. See “Supplementary Financial Measures” section of this news release.


(5)

For comparative purposes, certain amounts were reclassified between realized and unrealized gain/(loss) on risk management with no changes to Adjusted EBITDA or net earnings to conform to the presentation used in the current period.


(6)

Non-GAAP financial measure or non-GAAP financial ratio. See “Non-GAAP Financial Measures and Ratios” section of this news release.

MD&A and Annual Consolidated Financial Statements

The Management’s Discussion and Analysis for the three and six months ended June 30, 2025 (the “Q2 2025 MD&A”) and Interim Condensed Consolidated Financial Statements for the three and six months ended June 30, 2025 (the “Q2 2025 Condensed Consolidated Financial Statements”) provide a detailed explanation of Parkland’s operating results for the three and six months ended June 30, 2025. An English version of these documents will be available online at www.parkland.ca and the System for Electronic Data Analysis and Retrieval+ (“SEDAR+”) after the results are released by newswire under Parkland’s profile at www.sedarplus.ca. The French versions of the Q2 2025 MD&A and the Q2 2025 Condensed Consolidated Financial Statements will be posted to www.parkland.ca and SEDAR+ as soon as they become available.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in 26 countries across the Americas. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community and respect, which are embedded across our organization.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward-looking statements”). When used the words “expect”, “will”, “could”, “would”, “believe”, “continue”, “pursue” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: business strategies, objectives and initiatives; run rate potential of Parkland’s integrated platform; Parkland and Sunoco well positioned to grow cash flow for years to come;  the Sunoco Transaction, including progress of regulatory approvals and other closing conditions and expectation to close in the fourth quarter of 2025; expected costs relating to the Sunoco Transaction; expected to remain on track to be within its 2025 Adjusted EBITDA Guidance and 2025 Capital Expenditure Guidance ranges; and the termination of the DRIP and timing thereof.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These forward-looking statements speak only as of the date of this news release. Parkland does not undertake any obligation to publicly update or revise any forward-looking statements except as required by securities law. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks and uncertainties including, but not limited to: the completion of the Sunoco Transaction, including the ability to obtain the approvals required in connection thereto, the timing thereof and realizing the benefits resulting therefrom; Parkland’s ability to successfully integrate its operations with Sunoco following the Sunoco Transaction; general economic, market and business conditions; micro and macroeconomic trends and conditions, including increases in interest rates, inflation, imposition of tariffs and fluctuating commodity prices; Parkland’s ability to execute its business objectives, projects and strategies, including the completion, financing and timing thereof, realizing the benefits therefrom, meeting our targets, outlook and commitments relating thereto, and the impact of the Sunoco Transaction thereon; ability to fall within its 2025 Adjusted EBITDA Guidance and 2025 Capital Expenditure Guidance ranges and the assumptions relating thereto; and other factors, many of which are beyond the control of Parkland and the assumptions and risks described in “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” included in Parkland’s most recently filed Annual Information Form, and in “Forward-Looking Information” and “Risk Factors” in the Q4 2024 MD&A, each as filed on SEDAR+ and available on the Parkland website at www.parkland.ca. In addition, the 2025 Adjusted EBITDA Guidance reflects continued integration of acquired businesses and synergy capture, and progression of organic growth initiatives, and key material assumptions include: market trends in line with Parkland’s current expectations; expected performance from Parkland’s retail and commercial lines of business during the 2025 financial year that is consistent with the prior year; Burnaby Refinery composite utilization of 90 to 95% based on the Burnaby Refinery’s crude processing capacity of 55,000 bpd, and completion of planned maintenance, including deferral of the previously planned turnaround to 2026; and implementation of ongoing cost reductions across the business. The 2025 Capital Expenditure Guidance is mainly driven by increased Adjusted EBITDA and assumes no material change to underlying operations and no planned turnaround at the Burnaby Refinery. The forward-looking statements contained in this news release as expressly qualified by these cautionary statements.

Specified Financial Measures

This news release contains total of segments measures, non-GAAP financial measures and non-GAAP financial ratios, supplementary financial measures and capital management measures (collectively, “specified financial measures”). Parkland’s management uses certain specified financial measures to analyze the operating and financial performance, leverage, and liquidity of the business. These specified financial measures do not have any standardized meaning under International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) and are therefore unlikely to be comparable to similar measures presented by other companies. The specified financial measures should not be considered in isolation or used in substitute for measures of performance prepared in accordance with the IFRS Accounting Standards. See Section 15 of the Q2 2025 MD&A, which is incorporated by reference into this news release, for further details regarding specified financial measures used by Parkland.

Non-GAAP Financial Measures and Ratios

Adjusted earnings (loss) is a non-GAAP financial measure and Adjusted earnings (loss) per share is a non-GAAP financial ratio, each representing the underlying core operating performance of business activities of Parkland at a consolidated level. The most directly comparable financial measure to Adjusted earnings (loss) and Adjusted earnings (loss) per share is Net earnings (loss).

Adjusted earnings (loss) and Adjusted earnings (loss) per share represent how well Parkland’s operational business is performing, while considering depreciation and amortization, interest on leases and long-term debt, accretion and other finance costs, and income taxes. The Company uses these measures because it believes that Adjusted earnings (loss) and Adjusted earnings (loss) per share are useful for management and investors in assessing the Company’s overall performance, as they exclude certain items that are not reflective of the Company’s underlying business operations.

See Section 15 of the Q2 2025 MD&A, which is incorporated by reference into this news release, for the detailed definition and composition of Adjusted earnings (loss) and Adjusted earnings (loss) per share.

Please see below for the reconciliation of Adjusted earnings (loss) to net earnings (loss) and the calculation of Adjusted earnings (loss) per share.


Three months ended
June 30,


Six months ended
June 30,

($ millions, unless otherwise stated)


2025

2024


2025

2024

Net earnings (loss)


172

70


236

65

Add/(less):

Acquisition, integration and other costs


46

46


75

76

(Gain) loss on foreign exchange – unrealized


(4)

4


(9)

7

(Gain) loss on risk management and other – unrealized(4)


(51)

56


(48)

59

Costs related to the Sunoco Transaction


46

—


46

—

Other (gains) and losses


(70)

(1)


(89)

9

Other adjusting items(1)(4)


17

8


11

26

Tax normalization(2)


2

(27)


1

(43)

Adjusted earnings (loss)


158

156


223

199

Weighted average number of common shares (million shares)(3)


174

175


174

175

Weighted average number of common shares adjusted for the effects of 
dilution (million shares)(3)


177

177


176

178

Adjusted earnings (loss) per share ($ per share)

Basic


0.91

0.89


1.28

1.14

Diluted


0.90

0.88


1.27

1.12


(1)  

Other adjusting items for the three months ended June 30, 2025 include: (i) realized gains and losses on risk management and other assets and liabilities related to underlying physical sales activity in another period of $12 million loss (2024 – $1 million loss); (ii) the share of depreciation, income taxes and other adjustments for investments in joint ventures and associates of $8 million (2024 – $3 million); (iii) other income of $1 million (2024 – $3 million); (iv)adjustment to foreign exchange gains and losses related to cash pooling arrangements of $4 million (2024 – $2 million); and (v) adjustment to realized risk management gains related to interest rate swaps, as these gains do not relate to commodity sale and purchase transactions, of nil (2024 – $1 million). Other adjusting items for the six months ended June 30, 2025 include: (i) realized gains and losses on risk management and other assets and liabilities related to underlying physical sales activity in another period of $1 million gain (2024 – $12 million loss); (ii) the share of depreciation, income taxes and other adjustments for investments in joint ventures and associates of $13 million (2024 – $7 million) (iii) other income of $3 million (2024 – $5 million); (iv) adjustment to foreign exchange gains and losses related to cash pooling arrangements of $4 million (2024 – $4 million); and (v) adjustment to realized risk management gains related to interest rate swaps, as these gains do not relate to commodity sale and purchase transactions, of nil (2024 – $2 million gain). For comparative purposes, certain amounts were reclassified between realized and unrealized gain/(loss) on risk management with no changes to Adjusted EBITDA or net earnings, to conform to the presentation used in the current period.


(2)

The tax normalization adjustment was applied to net earnings (loss) adjusting items that were considered temporary differences, such as acquisition, integration and other costs, unrealized foreign exchange gains and losses, unrealized gains and losses on risk management and other, gains and losses on asset disposals, changes in fair value of redemption options, changes in estimates of environmental provisions, loss on inventory write-downs for which there are offsetting associated risk management derivatives with unrealized gains,  impairments of non-current assets and strategic transaction costs. The tax impact was estimated using the effective tax rates applicable to jurisdictions where the related items occur.


(3)

Weighted average number of common shares is calculated in accordance with Parkland’s accounting policy contained in Note 2 of the Annual  Consolidated Financial Statements.


(4)

For comparative purposes, certain amounts were reclassified between realized and unrealized gain/(loss) on risk management with no changes to  Adjusted earnings (loss) to conform to the presentation used in the current period.

Available cash flow is a non-GAAP financial measure and Available cash flow per share is a non-GAAP financial ratio. The most directly comparable financial measure for Available cash flow and Available cash flow per share is cash generated from (used in) operating activities. Parkland uses these measures to set targets (including annual guidance and variable compensation target) and monitor its ability to generate cash flow for capital allocation, including distributions to shareholders, investment in the growth of the business, and deleveraging. See Section 15 of the Q2 2025 MD&A, which is incorporated by reference into this news release, for the detailed definition and composition of Available cash flow and Available cash flow per share. See the following table for a calculation of historical Available cash flow and Available cash flow per share and a reconciliation to cash generated from (used in) operating activities.

Three months ended


Trailing twelve
months ended


June 30, 2025

($ millions, unless otherwise noted)

September
30, 2024

December
31, 2024

March 31,
2025

June 30,
2025

Cash generated from (used in) operating activities

406

462

286

502


1,656

Reverse: Change in other assets and other liabilities

(68)

80

1

(7)


6

Reverse: Net change in non-cash working capital related to
operating activities(1)

21

(180)

53

(87)


(193)

Include: Maintenance capital expenditures

(71)

(96)

(62)

(70)


(299)

Include: Dividends received from investments in associates 
and joint ventures

3

7

5

6


21

Include: Interest on leases and long-term debt

(85)

(87)

(89)

(83)


(344)

Include: Payments of principal amount on leases

(69)

(76)

(77)

(74)


(296)

Available cash flow

137

110

117

187


551

Weighted average number of common shares (millions)(2)


174

TTM Available cash flow per share


3.17

 

Three months ended

Trailing twelve
months ended
June 30, 2024

($ millions, unless otherwise noted)

September
30, 2023

December
31, 2023

March 31,
2024 (1)

June 30,
2024

Cash generated from (used in) operating activities

528

417

217

450

1,612

Reverse: Change in other assets and other liabilities

7

(4)

28

3

34

Reverse: Net change in non-cash working capital related to
operating activities(1)

(14)

17

55

(34)

24

Include: Maintenance capital expenditures

(52)

(93)

(59)

(53)

(257)

Include: Dividends received from investments in associates and 
joint ventures

4

3

2

8

17

Include: Interest on leases and long-term debt

(83)

(88)

(85)

(88)

(344)

Include: Payments on principal amount on leases

(57)

(71)

(71)

(64)

(263)

Available cash flow

333

181

87

222

823

Weighted average number of common shares (millions)(2)

175

TTM Available cash flow per share

4.69


(1) 

For comparative purposes, certain amounts within the net change in non-cash working capital related to operating activities for the three months ended March 31, 2024, were revised to conform to the current period presentation.


(2)

Weighted average number of common shares is calculated in accordance with Parkland’s accounting policy contained in Note 2 of the Annual Consolidated Financial Statements.

ROIC is a non-GAAP financial ratio. The measure is calculated as a ratio of Net operating profit after tax (“NOPAT”) divided by average invested capital. NOPAT describes the profitability of Parkland’s base operations, excluding the impact of leverage and certain other items of income and expenditure that are not considered representative of Parkland’s underlying core operating performance. NOPAT is based on Adjusted EBITDA, defined in the “Measures of Segment Profit (Loss) and Total of Segments Measures” section of this news release, less depreciation and amortization expense, including pro-forma depreciation on assets classified as held for sale, and the estimated tax expense using the expected average tax rate estimated using statutory tax rates in each jurisdiction where Parkland operates. Average invested capital is the amount of capital deployed by Parkland that represents the average of opening and closing debt, including debt liabilities classified as held for sale, as well as shareholder’s equity, including equity reserves, net of cash and cash equivalents. We use this non-GAAP measure to assess Parkland’s efficiency in investing capital.   

($ millions, unless otherwise noted)

Three months ended


ROIC

September  
30, 2024  

December  
31, 2024  

March 31,  
2025  

June 30,  
2025  


Trailing twelve  
months  


ended June 30, 2025  

Net earnings (loss)

91

(29)

64

172

298

Add/(less):

Income tax expense (recovery)

17

(8)

8

39

56

Acquisition, integration and other costs

61

81

29

46

217

Depreciation and amortization

207

210

202

220

839

Finance cost

96

92

99

93

380

(Gain) loss on foreign exchange – unrealized

1

(2)

(5)

(4)

(10)

(Gain) loss on risk management and other – unrealized

(48)

34

3

(51)

(62)

Costs related to the Sunoco Transaction

—

—

—

46

46

Other (gains) and losses

(1)

30

(19)

(70)

(60)

Other adjusting items

7

20

(6)

17

38

Adjusted EBITDA

431

428

375

508

1,742

Less: Depreciation and amortization

(207)

(210)

(202)

(220)

(839)

Less: Pro-forma depreciation and amortization on assets
classified as held for sale

—

(7)

(7)

14

—

Adjusted EBIT

224

211

166

302

903

Average effective tax rate

21.0 %

Less: Taxes

(189)

Net operating profit after tax

714

Opening invested capital

9,362

Closing invested capital

9,201

Average invested capital

9,282

Return on invested capital

7.7 %

 



Invested Capital



June 30,

($ millions, unless otherwise noted)


2025

2024

Long-term debt – current portion


847

213

Long-term debt


5,618

6,275

Long-term debt in liabilities classified as held for sale(1)


2

52

Shareholders’ equity


3,173

3,138

Exclude: Cash and cash equivalents


(439)

(316)

Total


9,201

9,362

 

($ millions, unless otherwise noted)

Three months ended



ROIC

September 30,  
2023  

December 31,  
2023  

March 31,
2024  

June 30,
2024  

Trailing twelve months  

ended June 30, 2024  

Net earnings (loss)

230

86

(5)

70

381

Add/(less):

Income tax expense (recovery)

54

(15)

(29)

20

30

Acquisition, integration and other costs

38

42

30

46

156

Depreciation and amortization

205

222

206

202

835

Finance cost

93

89

91

99

372

(Gain) loss on foreign exchange – unrealized

1

—

3

4

8

(Gain) loss on risk management and other – unrealized(2)

(19)

28

3

56

68

Other (gains) and losses

(37)

5

10

(1)

(23)

Other adjusting items(2)

20

6

18

8

52

Adjusted EBITDA

585

463

327

504

1,879

Less: Depreciation and amortization

(205)

(222)

(206)

(202)

(835)

Less: Pro-forma depreciation and amortization on assets classified as held for sale

—

—

—

—

—

Adjusted EBIT

380

241

121

302

1,044

Average effective tax rate

19.9 %

Less: Taxes

(208)

Net operating profit after tax

836

Opening invested capital

9,191

Closing invested capital

9,362

Average invested capital

9,277

Return on invested capital

9.0 %

 



Invested Capital

June 30,

($ millions, unless otherwise noted)

2024

2023

Long-term debt – current portion

213

178

Long-term debt

6,275

6,278

Long-term debt in liabilities classified as held for sale(1)

52

—

Shareholders’ equity

3,138

3,080

Exclude: Cash and cash equivalents

(316)

(345)

Total

9,362

9,191


(1)

For comparative purposes, long-term debt in liabilities classified as held for sale were included as part of invested capital as at March 31, 2024, to conform to the current period presentation.     


(2)

For comparative purposes,  certain amounts were reclassified between realized and unrealized gain/(loss) on risk management for the three months ended March 31, 2024, with no changes to Adjusted EBITDA.

Food and Company C-Store SSSG is a non-GAAP financial ratio and refers to the period-over-period sales growth generated by retail food and convenience stores at the same Company sites. The effects of opening and closing stores, temporary closures (including closures for On the Run / Marché Express conversions), expansions of stores, renovations of stores, and stores with changes in food service models in the period are excluded to derive a comparable same-store metric. Same-store sales growth is a metric commonly used in the retail industry that provides meaningful information to investors in assessing the health and strength of Parkland’s brands and retail network, which ultimately impacts financial performance. The most directly comparable financial measure to Food and Company C-Store SSSG is food and convenience store revenue within sales and operating revenue.

Below is a reconciliation of convenience store revenue (Food and C-Store revenue) for the Canada segment with the Food and Company C-Store same store sales (“SSS”), and the calculation of the Food and Company C-Store SSSG.


Three months ended June 30,


Six months ended June 30,

($ millions, unless otherwise noted)


2025

2024

%(1)


2025

2024

%(1)

Food and Company C-Store revenue


83

82

162

160

Add:

Point-of-sale (“POS”) value of goods and services sold at Food and  
Company C-Store operated by retailers and franchisees(2)


300

303

563

579

Less:

Rental and royalty income from retailers, franchisees and other(3)


(61)

(63)

(118)

(122)

Same Store revenue adjustments(4) (excluding cigarettes)


(5)

(4)

(17)

(14)

Food and Company C-Store same-store sales (including cigarettes)


317

318

(0.3) %

590

603

(2.1) %

Less:

Same Store revenue adjustments(4) (cigarettes)


(98)

(108)

(182)

(203)

Food and Company C-Store same-store sales (excluding cigarettes)


219

210

4.2 %

408

400

2.0 %

Three months ended June 30,

Six months ended June 30,

($ millions, unless otherwise noted)

2024

2023

%(1)

2024

2023

%(1)

Food and Company C-Store revenue

82

79

160

149

Add:

Point-of-sale (“POS”) value of goods and services sold at Food and
Company C-Store operated by retailers(2)

305

316

581

594

Less:

Rental income from retailers and other(3)

(63)

(64)

(122)

(119)

Same Store revenue adjustments(4)(5) (excluding cigarettes)

(16)

(15)

(28)

(26)

Food and Company C-Store same-store sales (including cigarettes)

308

316

(3.0) %

591

598

(1.3) %

Less:

Same Store revenue adjustments(4)(5) (cigarettes)

(105)

(112)

(200)

(213)

Food and Company C-Store same-store sales (excluding cigarettes)

203

204

(0.7) %

391

385

1.1 %


(1)  

Percentages are calculated based on actual amounts and are impacted by rounding.


(2)

POS values used to calculate Food and Company C-Store SSSG are not a Parkland financial measure and do not form part of Parkland’s consolidated financial statements as Parkland earns rental income from retailers in the form of a percentage rent on convenience store sales. POS values are calculated based on the information obtained from Parkland’s POS systems at retail sites, including transactional data, such as sales, costs and volumes, which are subject to internal controls over financial reporting. We also use this data to calculate rental income from retailers in the form of a percentage rent on convenience store sales, which is recorded as revenue in our consolidated financial statements.


(3)

Includes rental income from retailers in the form of a percentage rent on Food and Company C-Store sales, royalty, and franchisee fees and excludes revenues from automated teller machines, POS system licensing fees, and other.


(4)  

This adjustment excludes the effects of acquisitions, opening and closing stores, temporary closures (including closures for On the Run / Marché Express conversions), expansions of stores, renovations of stores, and stores with changes in food service models, to derive a comparable same-store metric.


(5)

Excludes sales from acquisitions completed within the year as these will not impact the metric until after the completion of one year of the acquisitions when the sales or volume generated establishes the baseline for these metrics.

These non-GAAP financial measures and ratios should not be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS Accounting Standards. Except as otherwise indicated, these non-GAAP financial measures and ratios are calculated and disclosed on a consistent basis from period to period. See Section 15 of the Q2 2025 MD&A, which is incorporated by reference into this news release, for further details regarding Parkland’s non-GAAP financial measures and ratios.

Capital Management Measures

Parkland’s primary capital management measure is the Leverage Ratio, which is used internally by key management personnel to monitor Parkland’s overall financial strength, capital structure flexibility, and ability to service debt and meet current and future commitments. In order to manage its financing requirements, Parkland may adjust capital spending or dividends paid to shareholders or issue new shares or new debt. The Leverage Ratio is calculated as a ratio of Leverage Debt to Leverage EBITDA and does not have any standardized meaning prescribed under IFRS Accounting Standards. It is, therefore, unlikely to be comparable to similar measures presented by other companies. The detailed calculation of the Leverage Ratio is as follows:

($ millions, unless otherwise noted)


June 30, 2025

December 31, 2024

Leverage Debt


4,979

5,268

Leverage EBITDA


1,468

1,481

Leverage Ratio


3.4

3.6

 

($ millions, unless otherwise noted)


June 30, 2025

December 31, 2024

Long-term debt


6,465

6,641

Less:

Lease obligations


(1,104)

(1,054)

Cash and cash equivalents


(439)

(385)

Non-recourse debt(1)


(55)

(30)

Risk management liability (asset)(2)


1

(30)

Add:

Non-recourse cash(1)


35

31

Letters of credit and other


76

95

Leverage Debt


4,979

5,268


(1)

Represents non-recourse debt and non-recourse cash balance related to project financing.


(2)

Represents the risk management asset/liability associated with the spot element of the cross-currency swap designated in a cash flow hedge relationship to hedge the variability of principal cash flows of the 2024 Senior Notes resulting from changes in the spot exchange rates.

 

Three months ended


Trailing twelve months
ended

June 30, 2025

($ millions, unless otherwise noted)

September
30, 2024

December
31, 2024

March 31,
2025

June 30,
2025

Adjusted EBITDA

431

428

375

508


1,742

Share incentive compensation

6

11

8

7


32

Reverse: IFRS 16 impact(1)

(84)

(91)

(93)

(90)


(358)

353

348

290

425


1,416

Acquisition pro-forma adjustment(2)  


6

Other adjustments(3)


46

Leverage EBITDA


1,468


(1)  

Includes the impact of operating leases prior to the adoption of IFRS 16, previously recognized under operating costs, which aligns with management’s view of the impact of earnings.


(2)  

Includes the impact of pro-forma pre-acquisition EBITDA estimates based on anticipated benefits, costs and synergies from acquisitions.


(3)  

Includes adjustments to normalize Adjusted EBITDA for non-recurring events relating to the unplanned shutdown at the Burnaby Refinery, and the EBITDA attributable to EV charging operations financed through non-recourse project financing.

 

Three months ended

Trailing twelve months
ended
December 31, 2024

($ millions, unless otherwise noted)

March 31,
2024

June 30,
2024

September
30, 2024

December
31, 2024

Adjusted EBITDA

327

504

431

428

1,690

Share incentive compensation

6

8

6

11

31

Reverse: IFRS 16 impact(1)

(83)

(80)

(84)

(91)

(338)

250

432

353

348

1,383

Acquisition pro-forma adjustment(2) 

11

Other adjustments(3)

87

Leverage EBITDA

1,481


(1)

Includes the impact of operating leases prior to the adoption of IFRS 16, previously recognized under operating costs, which aligns with management’s view of the impact of earnings.


(2)

Includes the impact of pro-forma pre-acquisition EBITDA estimates based on anticipated benefits, costs and systems from acquisitions.


(3)

Includes adjustments to normalize Adjusted EBITDA for non-recurring events relating to the unplanned shutdowns at the Burnaby Refinery and the EBITDA attributable to EV charging operations financed through non recourse project financing.

Measures of Segment Profit (Loss) and Total of Segments Measures

Adjusted earnings (loss) before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) is a measure of segment profit (loss) and its aggregate is a total of segments measure used by the chief operating decision maker to make decisions about resource allocation to the segment and to assess its performance. In accordance with IFRS Accounting Standards, adjustments and eliminations made in preparing an entity’s financial statements and allocations of revenue, expenses, and gains or losses shall be included in determining reported segment profit (loss) only if they are included in the measure of the segment’s profit (loss) that is used by the chief operating decision maker. As such, Parkland’s Adjusted EBITDA is unlikely to be comparable to measures of segment profit (loss) presented by other issuers, who may calculate these measures differently. Parkland views Adjusted EBITDA as the key measure for the underlying core operating performance of business segment activities at an operational level. Adjusted EBITDA is used by management to set targets for Parkland (including annual guidance and variable compensation targets) and is used to determine Parkland’s ability to service debt, finance capital expenditures and provide for dividend payments to shareholders. See Section 15 of the Q2 2025 MD&A, which is incorporated by reference into this news release, for the detailed definition and composition of Adjusted EBITDA. Refer to the table below for the reconciliation of Adjusted EBITDA to net earnings (loss), which is the most directly comparable financial measure, for the three and six months ended June 30, 2025 and June 30, 2024.



Three months ended
June 30,



Six months ended
June 30,

($ millions)


2025

2024


2025

2024

Adjusted EBITDA(1)


508

504


883

831

Less/(add):

Acquisition, integration and other costs


46

46


75

76

Depreciation and amortization


220

202


422

408

Finance costs


93

99


192

190

(Gain) loss on foreign exchange – unrealized


(4)

4


(9)

7

(Gain) loss on risk management and other – unrealized(4)  


(51)

56


(48)

59

Costs related to the Sunoco Transaction


46

—


46

—

Other (gains) and losses(2)


(70)

(1)


(89)

9

Other adjusting items(3)(4)


17

8


11

26

Income tax expense (recovery)


39

20


47

(9)

Net earnings (loss)


172

70


236

65


(1)

Total of segments measure. See Section 15 of the Q2 MD&A.


(2)

Other (gains) and losses for the three months ended June 30, 2025, include: (i) $55 million non-cash valuation gain (2024 – $11 million loss) due to change in fair value of redemption options; (ii) $8 million non-cash valuation gain (2024 – $12 million gain) due to the change in estimates of environmental provisions; (iii) $3 million (2024 – $3 million) in other income; (iv) $3 million gain (2024 – $1 million gain) on disposal of assets; and (v) $1 million gain (2024 -$4 million loss) in others. Other (gains) and losses for the six months ended June 30, 2025, include: (i) $76 million non-cash valuation gain (2024 – $24 million loss) due to change in fair value of redemption options; (ii) $7 million (2024 – $5 million) in other income; (iii) $4 million non-cash valuation gain (2024 – $16 million gain) due to the change in estimates of environmental provisions; (iv) $2 million gain (2024 – $3 million gain) on disposal of assets; and (v) nil (2024 -$9 million loss) in others.


(3)

Other adjusting items for the three months ended June 30, 2025, include: (i) realized gains and losses on risk management and other assets and liabilities related to underlying physical sales activity in another period of $12 million loss (2024 – $1 million loss); (ii) the share of depreciation, income taxes and other adjustments for investments in joint ventures and associates of $8 million (2024 – $3 million); (iii) adjustment to foreign exchange loss related to cash pooling arrangements of $4 million (2024 – $2 million); (iv) other income of $1 million (2024 – $3 million); and (v) realized risk management gains related to interest rate swaps, as these gains do not relate to commodity sale and purchase transactions, of nil (2024 -$1 million gain). Other adjusting items for the six months ended June 30, 2025, include: (i) the share of depreciation, income taxes and other adjustments for investments in joint ventures and associates of $13 million (2024 – $7 million); (ii) adjustment to foreign exchange losses related to cash pooling arrangements of $4 million (2024 – $4 million); (iii) other income of $3 million (2024 – $5 million); (iv) realized gains and losses on risk management and other assets and liabilities related to underlying physical sales activity in another period of $1 million gain (2024 – $12 million loss); (v) realized risk management gains related to interest rate swaps, as these gains do not relate to commodity sale and purchase transactions, of nil (2024 -$2 million gain).


(4)  

For comparative purposes, certain amounts were reclassified between realized and unrealized gain/(loss) on risk management for the six months ended June 30, 2024, with no changes to Net earnings (loss).

Supplementary Financial Measures

Parkland uses a number of supplementary financial measures, including TTM Cash generated from (used in) operating activities, TTM Cash generated from (used in) operating activities per share, liquidity available and Adjusted EBITDA Guidance and Capital Expenditure Guidance, to evaluate the success of our strategic objectives. These measures may not be comparable to similar measures presented by other issuers, as other issuers may calculate these measures differently. See Section 15 of the Q2 2025 MD&A, which is incorporated by reference into this news release, for further details regarding supplementary financial measures used by Parkland, including the composition of such measures.

Non-Financial Measures

Parkland uses a number of non-financial measures, including Company SSVG, composite utilization and total recordable injury frequency rate, to measure the success of our strategic objectives and to set variable compensation targets for employees, where applicable. These non-financial measures are not accounting measures, do not have comparable IFRS Accounting Standards measures, and may not be comparable to similar measures presented by other issuers, as other issuers may calculate these metrics differently. See Section 15 of the Q2 2025 MD&A, which is incorporated by reference into this news release, for further details on the non-financial measures used by Parkland.

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/parkland-reports-2025-second-quarter-results-302522506.html

SOURCE Parkland Corporation

Posted on

Travel + Leisure Co. Announces Pricing of $500 Million of Senior Secured Notes Due 2033 With Optional Redemption

Travel + Leisure Co. Announces Pricing of $500 Million of Senior Secured Notes Due 2033 With Optional Redemption

ORLANDO, Fla.–(BUSINESS WIRE)–Travel + Leisure Co. (NYSE:TNL) (the “Company”) announced today the pricing of its private offering (the “Offering”) of $500 million aggregate principal amount of its senior secured notes due 2033 (the “Notes”). The Offering is expected to close on August 19, 2025. The closing of the Offering is subject to the satisfaction of customary and market conditions.

The Company intends to use the net proceeds of this Offering to redeem all of the Company’s outstanding 6.60% secured notes due October 2025, towards repayment of outstanding borrowings under our revolving credit facility, to pay the fees and expenses incurred in connection with the Offering and, to the extent there are any remaining proceeds, for general corporate purposes which may include future debt paydowns.

The Notes will bear interest at the rate of 6.125% per year. Interest on the Notes will be payable semi-annually on March 1 and September 1 of each year, commencing March 1, 2026. The Notes will mature on September 1, 2033, unless earlier redeemed in accordance with their terms. Prior to August 15, 2028, we will be entitled at our option to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus a “make-whole premium” plus any accrued and unpaid interest. At any time on or after August 15, 2028, we may redeem all or a portion of the Notes at certain redemption prices above their face amount plus any accrued and unpaid interest. On or after August 15, 2030 we will be able to redeem the Notes at par plus any accrued and unpaid interest. The Notes were offered at a price of 100% of their principal amount.

The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States, or for the benefit of U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities or blue sky laws. Accordingly, the Notes were offered only to persons reasonably believed to be “qualified institutional buyers,” as that term is defined under Rule 144A of the Securities Act, or to non-“U.S. persons” in offshore transactions in accordance with Regulation S under the Securities Act.

A confidential offering memorandum for the Offering of the Notes has been made available to such eligible persons. The Offering is being conducted in accordance with the terms and subject to the conditions set forth in such confidential offering memorandum.

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, or solicitation to buy, if at all, will be made only by means of a confidential offering memorandum. This press release does not constitute a notice of redemption of its 6.60% secured notes due October 2025.

About Travel + Leisure Co.

Travel + Leisure Co. is a leading leisure travel company, providing more than six million vacations to travelers around the world every year. The company operates a portfolio of vacation ownership, travel club, and lifestyle travel brands designed to meet the needs of the modern leisure traveler, whether they’re traversing the globe or staying a little closer to home. With hospitality and responsible tourism at its heart, the company’s nearly 19,000 dedicated associates around the globe help the company achieve its mission to put the world on vacation.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, conveying management’s expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements contained in this press release include statements related to the Offering and the use of proceeds therefrom.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the acquisition of the Travel + Leisure brand and the future prospects and plans for Travel + Leisure Co., including our ability to execute our strategies to grow our cornerstone timeshare and exchange businesses and expand into the broader leisure travel industry through travel clubs; our ability to compete in the highly competitive timeshare and leisure travel industries; uncertainties related to acquisitions, dispositions and other strategic transactions; the health of the travel industry and declines or disruptions caused by adverse economic conditions (including inflation, recent tariff actions and other trade restrictions, higher interest rates, and recessionary pressures), travel restrictions, terrorism or acts of gun violence, political strife, war (including hostilities in Ukraine and the Middle East), pandemics, and severe weather events and other natural disasters; adverse changes in consumer travel and vacation patterns, consumer preferences and demand for our products; increased or unanticipated operating costs and other inherent business risks; our ability to comply with financial and restrictive covenants under our indebtedness; our ability to access capital and insurance markets on reasonable terms, at a reasonable cost or at all; maintaining the integrity of internal or customer data and protecting our systems from cyber-attacks; the timing and amount of future dividends and share repurchases, if any; and those other factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 19, 2025, and subsequent periodic reports filed with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, subsequent events or otherwise.

Investor Contact:

Investor Relations

[email protected]

Media Contact:

Public Relations

[email protected]

KEYWORDS: United States North America Florida

INDUSTRY KEYWORDS: Other Travel Vacation Lodging Cruise Destinations Travel Tourist Attractions

MEDIA:

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Posted on

Ferroglobe Reports Second Quarter 2025 Financial Results

Second Quarter Highlights

  • Withdrawing guidance due to elevated macro uncertainty and limited visibility
  • Ongoing EU safeguard investigation expected to reduce import-driven price pressure
  • U.S. antidumping duties positively impacting the ferrosilicon market
  • Reported adjusted EBITDA of $21.6 million
  • Total cash of $135.5 million, net cash of $10.3 million
  • Repurchased 600,434 shares during the second quarter
  • Declared dividend of $0.014 per share payable on September 29        
  • Added to the Russell 2000 and 3000 indexes on June 30        

LONDON, Aug. 05, 2025 (GLOBE NEWSWIRE) — Ferroglobe PLC (NASDAQ: GSM) (“Ferroglobe”, the “Company”, or the “Parent”), a leading global producer of silicon metal, silicon-based and manganese-based specialty alloys, today announced financial results for the second quarter of 2025.

Financial Highlights

($ in millions, except EPS)   Q2 2025   Q1 2025   %
Q/Q 		  Q2 2024   %
Y/Y 		  YTD 2025   YTD 2024   %
Y/Y
                                                 
Sales   $ 386.9     $ 307.2       25.9 %   $ 451.0       (14.2 )%   $ 694.0     $ 842.9     (17.7 )%
Net (loss) profit attributable to the parent   $ (10.5 )   $ (66.5 )     84.3 %   $ 34.9       130.0 %   $ (76.9 )   $ 32.9     (334.2 )%
Adj. EBITDA   $ 21.6     $ (26.8 )     180.4 %   $ 57.7       (62.7 )%   $ (5.2 )   $ 83.5     (106.3 )%
Adjusted diluted EPS   $ (0.08 )   $ (0.20 )     (61.9 )%   $ 0.13       (159.6 )%   $ (0.28 )   $ 0.13     (307.1 )%
Operating cash flow   $ 15.6     $ 19.4       (19.4 )%   $ 2.0       678.3 %   $ 35.0     $ 200.1     (82.5 )%
Capital expenditures1   $ 15.6     $ 14.3       9.0 %   $ 21.9       (28.7 )%   $ 29.9     $ 40.1     (25.4 )%
Free cash flow2   $ 0.0     $ 5.1       (99.7 )%   $ (19.9 )     (100.1 )%   $ 5.1     $ 160.0     (96.8 )%

(1)  Cash outflows for capital expenditures

(2)  Free cash flow is calculated as operating cash flow less capital expenditures

Dr. Marco Levi, Ferroglobe’s Chief Executive Officer, commented, “While the second quarter was marked by significant external challenges, including aggressive silicon metal imports into Europe from China and broader geopolitical uncertainty, we remain focused on managing what we can control. We are encouraged by the early benefits that we are seeing from U.S. trade actions, and we believe upcoming decisions in both the U.S. and the EU could provide meaningful support for fair competition and improved pricing. As we look ahead to 2026, we expect these tailwinds, along with disciplined execution and prudent capital allocation, to position Ferroglobe for stronger performance and long-term value creation for our shareholders,” concluded Dr. Levi.


Consolidated Sales

In the second quarter of 2025, Ferroglobe reported sales of $386.9 million, an increase of 25.9% over the prior quarter and a decrease of 14.2% from the comparable prior year period. This increase compared to the prior quarter was primarily attributable to higher sales volumes across our portfolio products and higher pricing in silicon metal and manganese-based alloys, partially offset by lower pricing in silicon-based alloys. Sales of silicon metal, silicon-based alloys and manganese-based alloys increased by $25.5 million, $20.8 million and $31.7 million, respectively, compared with the prior quarter.

Product Category Highlights


Silicon Metal

($,000)   Q2 2025   Q1 2025   % Q/Q   Q2 2024   % Y/Y   YTD 2025   YTD 2024   % Y/Y
Shipments in metric tons:     44,610       36,308     22.9 %     62,872     (29.0 )%     80,918       116,055     (30.3 )%
Average selling price ($/MT):     2,916       2,881     1.2 %     3,244     (10.1 )%     2,900       3,203     (9.5 )%
                                           
Silicon Metal Revenue     130,083       104,603     24.4 %     203,957     (36.2 )%     234,662       371,724     (36.9 )%
Silicon Metal Adj.EBITDA     6,521       (15,447 )   142.2 %     34,584     (81.1 )%     (8,926 )     50,655     (117.6 )%
Silicon Metal Adj.EBITDA Margin     5.0 %     (14.8 )%         17.0 %         (3.8 )%     13.6 %    
                                                     

Silicon metal revenue in the second quarter was $130.1 million, an increase of 24.4% over the prior quarter. The average selling price increased by 1.2%, and shipments increased by 22.9% due to higher volumes mainly in EMEA, compared to the prior quarter. Adjusted EBITDA for silicon metal increased to $6.5 million for the second quarter, compared with $(15.5) million for the prior quarter. Adjusted EBITDA margin rose due to higher fixed cost absorption, resulting from increased production volumes.


Silicon-Based Alloys

($,000)   Q2 2025   Q1 2025   % Q/Q   Q2 2024   % Y/Y   YTD 2025   YTD 2024   % Y/Y
Shipments in metric tons:     53,048       42,864     23.8 %     46,953     13.0 %     95,913       98,124     (2.3 )%
Average selling price ($/MT):     2,105       2,120     (0.7 )%     2,241     (6.1 )%     2,112       2,213     (4.6 )%
                                           
Silicon-based Alloys Revenue     111,666       90,872     22.9 %     105,222     6.1 %     202,568       217,148     (6.7 )%
Silicon-based Alloys Adj.EBITDA     7,158       2,414     196.5 %     10,199     (29.8 )%     9,572       24,611     (61.1 )%
Silicon-based Alloys Adj.EBITDA Margin     6.4 %     2.7 %         9.7 %         4.7 %     11.3 %    
                                                     

Silicon-based alloy revenue in the second quarter was $111.7 million, an increase of 22.9% over the prior quarter. The average selling price decreased by (0.7)% and shipments increased by 23.8% compared to the prior quarter. Volumes increased due to higher demand in the U.S. and EMEA. Adjusted EBITDA for silicon-based alloys increased to $7.2 million for the second quarter of 2025, an increase of 196.5% compared with $2.4 million for the prior quarter. Adjusted EBITDA margin increased driven by improved fixed cost absorption resulting from a significant increase in production volumes.


Manganese-Based Alloys

($,000)   Q2 2025   Q1 2025   % Q/Q   Q2 2024   % Y/Y   YTD 2025   YTD 2024   % Y/Y
Shipments in metric tons:     88,188       67,229     31.2 %     81,464     8.3 %     155,417       143,784     8.1 %
Average selling price ($/MT):     1,204       1,108     8.7 %     1,204     0.0 %     1,162       1,144     1.6 %
                                           
Manganese-based Alloys Revenue     106,178       74,490     42.5 %     98,083     8.3 %     180,595       164,489     9.8 %
Manganese-based Alloys Adj.EBITDA     16,794       (5,574 )   401.3 %     13,832     21.4 %     11,220       19,352     (42.0 )%
Manganese-based Alloys Adj.EBITDA Margin     15.8 %     (7.5 )%         14.1 %         6.2 %     11.8 %    
                                                     

Manganese-based alloy revenue in the second quarter was $106.2 million, an increase of 42.5% over the prior quarter. The average selling price increased by 8.7% and shipments increased by 31.2% compared to the prior quarter. Adjusted EBITDA for the manganese-based alloys portfolio increased to $16.8 million for the second quarter, compared with $(5.6) million in the prior quarter. The adjusted EBITDA margin increased, driven by the restart of our French assets, which yielded higher volumes and improved fixed cost absorption.


Raw materials and energy consumption for production

Raw materials and energy consumption for production was $253.2 million in the second quarter of 2025 compared to $238.3 million in the prior quarter, an increase of 6.2%. As a percentage of sales, raw materials and energy consumption for production was 65.5% in the second quarter of 2025, compared to 77.6% in the first quarter. The decrease in costs as a percentage of sales was driven by increased sales volumes and favorable pricing dynamics, which enhanced the absorption of fixed production costs and contributed to improved operating leverage.


Net (Loss) Profit Attributable to the Parent

In the second quarter of 2025, net loss attributable to the parent was $(10.5) million, or $(0.06) per diluted share, compared to a net loss attributable to the parent of $(66.5) million, or $(0.36) per diluted share in the prior quarter. This improvement is primarily attributable to increased shipments of our main products as described above. The Company reported adjusted diluted earnings per share of $(0.08) for the second quarter, compared with adjusted earnings per share of $(0.20) in the prior quarter.


Adjusted EBITDA

Adjusted EBITDA was $21.6 million for the second quarter of 2025 compared to $(26.8) million for the prior quarter. The improvement was largely due to higher volumes and realized prices.


Total Cash, Adjusted Gross Debt and Working Capital

($ in millions)   June 30, 2025   March 31, 2025   $   %   June 30, 2024   $ %
Y/Y
                                               
Total Cash1   $ 135.5     $ 129.6       5.9       4.6 %   $ 144.5       (9.0 )   (6.2 )%
Adjusted Gross Debt2   $ 125.2     $ 110.4       14.8       13.5 %   $ 80.7       44.5     55.1 %
Net Cash   $ 10.3     $ 19.2       (8.9 )     (46.2 )%   $ 63.7       (53.4 )   83.8 %
Total Working Capital3   $ 440.8     $ 435.7       5.1       1.2 %   $ 499.1       (58.3 )   (11.7 )%

(1)  Total cash is comprised of restricted cash and cash and cash equivalents

(2)  Adjusted gross debt excludes bank borrowings on our factoring program and the impact of leasing standard IFRS16

(3)  Total working capital is comprised of inventories, trade receivables and other receivables minus trade and other payables        

Total cash was $135.5 million as of June 30, 2025, up $5.9 million from $129.6 million as of March 31, 2025. Adjusted gross debt increased by $14.8 million to $125.2 million, resulting in net cash of $10.3 million as of June 30, 2025, a decrease of $8.9 million over the prior quarter.

During the second quarter, cash flows from operating activities were $15.6 million, and net cash used in investing activities was $18.6 million. Cash provided from financing activities was $3.5 million as a result of cash proceeds from financing facilities and liabilities in the U.S., South Africa, France, Norway and Spain of $38.1 million, partially offset by net cash payment of promissory notes of $3.1 million, lease payments of $3.2 million, dividend payments of $2.6 million, interest payments of $2.9 million, share repurchases of $2.0 million and repayment of other financing liabilities of $20.8 million

Total working capital was $440.8 million as of June 30, 2025, up from $435.7 million on March 31, 2025. The $5.1 million increase in working capital balance during the quarter was due to increases of $11.1 million in inventories and $44.1 million increase in trade receivables and other receivables of, offset by a $50.1 million increase in trade and other payables.

Beatriz García-Cos, Ferroglobe’s Chief Financial Officer, commented, “We delivered a strong sequential rebound in adjusted EBITDA, driven by volume growth and margin expansion across our portfolio of products. Despite persistent market volatility and regulatory uncertainty, we maintained a solid cash position of $135.5 million and ended the quarter in a net cash position for the sixth consecutive quarter. We continue to prioritize disciplined capital allocation, balancing investments with shareholder returns. As we move into the second half of the year, we remain focused on operational efficiency, working capital optimization, and maintaining a strong liquidity profile.”

Capital Returns

During the second quarter, Ferroglobe repurchased 600,434 shares at an average price of $3.31 per share and paid a quarterly cash dividend of $ 0.014 per share on June 26, 2025. Our next cash dividend of $0.014 per share will be paid on September 29, 2025 to shareholders of record as of September 22, 2025.

Conference Call

Ferroglobe invites all interested persons to participate on its conference call at 8:30 AM, Eastern Time on August 6, 2025. The call may also be accessed via an audio webcast.

To join via phone:
Conference call participants should pre-register using this link
https://register-conf.media-server.com/register/BI76a327a79962400a8669dbeffc854d7a

Once registered, you will receive the dial-in numbers and a personal PIN, which are required to access the conference call.

To join via webcast:
A simultaneous audio webcast, and replay will be accessible here:
https://edge.media-server.com/mmc/p/wd5snyo8

About Ferroglobe

Ferroglobe PLC is a leading global producer of silicon metal, silicon- and manganese- based specialty alloys and ferroalloys, serving a customer base across the globe in dynamic and fast-growing end markets, such as solar, electronics, automotive, consumer products, construction, and energy. The Company is based in London. For more information, visit http://investor.ferroglobe.com.

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of U.S. securities laws. Forward-looking statements are not historical facts but are based on certain assumptions of management and describe the Company’s future plans, strategies and expectations. Forward-looking statements often use forward-looking terminology, including words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “should”,“forecast”, “guidance”, “intends”, “likely”, “may”, “plan”, “potential”, “predicts”, “seek”, “target”, “will” and words of similar meaning or the negative thereof.

Forward-looking statements contained in this press release are based on information currently available to the Company and assumptions that management believe to be reasonable, but are inherently uncertain. As a result, Ferroglobe’s actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements, which are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control.

Forward-looking financial information and other metrics presented herein represent the Company’s goals and are not intended as guidance or projections for the periods referenced herein or any future periods.

All information in this press release is as of the date of its release. Ferroglobe does not undertake any obligation to update publicly any of the forward-looking statements contained herein to reflect new information, events or circumstances arising after the date of this press release. You should not place undue reliance on any forward-looking statements, which are made only as of the date of this press release.

Non-IFRS Measures

This document may contain summarized, non-audited or non-IFRS financial information. The information contained herein should therefore be considered as a whole and in conjunction with all the public information regarding the Company available, including any other documents released by the Company that may contain more detailed information. Adjusted EBITDA, adjusted EBITDA as a percentage of sales, working capital as a percentage of sales, adjusted EBITDA margin, working capital,adjusted net profit, adjusted diluted EPS, adjusted gross debt and net cash/(debt), are non-IFRS financial metrics that management uses in its decision making. Ferroglobe has included these financial metrics to provide supplemental measures of its performance. The Company believes these metrics are important and useful to investors because they eliminate items that have less bearing on the Company’s current and future operating performance and highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS financial measures.

INVESTOR CONTACT:

Alex Rotonen, CFA
Vice President, Investor Relations
Email: [email protected]

MEDIA CONTACT:

Cristina Feliu Roig
Vice President, Communications & Public Affairs
Email:   [email protected]

 
Ferroglobe PLC and Subsidiaries

Unaudited Condensed Consolidated Income Statement

(in thousands of U.S. dollars, except per share amounts)
                               
      For the Three Months Ended     For the Three Months Ended     For the Three Months Ended     For the Six Months Ended     For the Six Months Ended
    June 30, 2025   March 31, 2025     June 30, 2024     June 30, 2025   June 30, 2024
Sales   $ 386,862     $ 307,179     $ 451,048     $ 694,041     $ 842,902  
Raw materials and energy consumption for production     (253,212 )     (238,341 )     (262,015 )     (491,553 )     (521,304 )
Other operating income     26,893       9,072       27,448       35,965       38,284  
Staff costs     (68,797 )     (70,450 )     (67,220 )     (139,247 )     (137,739 )
Other operating expense     (64,535 )     (47,290 )     (86,071 )     (111,825 )     (138,419 )
Depreciation and amortization     (18,301 )     (17,520 )     (18,875 )     (35,821 )     (37,544 )
Impairment gain (loss)     —       268       —       268       —  
Other (loss) gain     (172 )     1,405       238       1,233       934  
Operating profit (loss)     8,738       (55,677 )     44,553       (46,939 )     47,114  
Finance income     970       873       16,471       1,843       39,000  
Finance costs     (4,970 )     (4,555 )     (21,786 )     (9,525 )     (51,984 )
Financial derivatives gain     200       —       —       200       —  
Exchange differences     (19,659 )     (6,914 )     3,591       (26,573 )     4,974  
(Loss) profit before tax     (14,721 )     (66,273 )     42,829       (80,994 )     39,104  
Income tax benefit (expense)     3,787       (625 )     (8,481 )     3,162       (7,326 )
Total (loss) profit for the period     (10,934 )     (66,898 )     34,348       (77,832 )     31,778  
                               
(Loss) profit attributable to the parent   $ (10,451 )   $ (66,482 )   $ 34,880     $ (76,933 )   $ 32,856  
(Loss) attributable to non-controlling interest     (483 )     (416 )     (532 )     (899 )     (1,078 )
                               
EBITDA   $ 7,380     $ (45,071 )   $ 67,019     $ (37,691 )   $ 89,632  
Adjusted EBITDA   $ 21,562     $ (26,803 )   $ 57,739     $ (5,241 )   $ 83,542  
                               
                               
Weighted average number of shares outstanding                              
Basic and diluted     188,142       187,008       189,298       188,583       189,237  
                               
Loss per ordinary share                              
Basic and diluted   $ (0.06 )   $ (0.36 )   $ 0.18     $ (0.41 )   $ 0.17  
                                         

 
Ferroglobe PLC and Subsidiaries

Unaudited Condensed Consolidated Statement of Financial Position

(in thousands of U.S. dollars)
                         
    As of June 30,


 		  As of March 31,


 		  As of December 31,
    2025


 		  2025


 		  2024
ASSETS
Non-current assets                        
Goodwill   $ 14,219     $ 14,219     $ 14,219  
Intangible assets     195,631       178,583       103,095  
Property, plant and equipment     519,165       495,285       487,196  
Other financial assets     27,519       25,375       19,744  
Deferred tax assets     9,290       7,997       6,580  
Receivables from related parties     1,758       1,622       1,558  
Other non-current assets     21,346       23,019       22,451  
Total non-current assets     788,928       746,100       654,843  
Current assets                        
Inventories     325,960       314,843       347,139  
Trade receivables     221,070       200,526       188,816  
Other receivables     119,848       96,308       83,103  
Receivables from related parties     —       —       —  
Current income tax assets     8,475       5,191       7,692  
Other financial assets     12,530       8,564       5,569  
Other current assets     48,529       39,385       52,014  
Restricted cash and cash equivalents     197       300       298  
Cash and cash equivalents     135,350       129,281       132,973  
Total current assets     871,959       794,398       817,604  
Total assets   $ 1,660,887     $ 1,540,498     $ 1,472,447  
                         
EQUITY AND LIABILITIES
Equity   $ 812,639     $ 780,568     $ 834,245  
Non-current liabilities                        
Deferred income     57,589       71,764       8,014  
Provisions     29,310       26,390       24,384  
Provision for pensions     30,570       28,383       27,618  
Bank borrowings     45,941       32,299       13,911  
Lease liabilities     64,858       59,766       56,585  
Other financial liabilities     28,651       29,487       25,688  
Other non-current liabilities     14,033       14,279       13,759  
Deferred tax liabilities     18,507       18,834       19,629  
Total non-current liabilities     289,459       281,202       189,588  
Current liabilities                        
Provisions     121,527       91,416       83,132  
Provision for pensions     177       168       168  
Bank borrowings     83,166       56,214       43,251  
Lease liabilities     13,704       12,572       12,867  
Debt instruments     12,368       14,311       10,135  
Other financial liabilities     7,720       27,168       48,117  
Payables to related parties     3,978       3,074       2,664  
Trade and other payables     226,077       176,017       158,251  
Current income tax liabilities     27       10,337       10,623  
Other current liabilities     90,045       87,451       79,406  
Total current liabilities     558,789       478,728       448,614  
Total equity and liabilities   $ 1,660,887     $ 1,540,498     $ 1,472,447  
                         

 
Ferroglobe PLC and Subsidiaries

Unaudited Condensed Consolidated Statement of Cash Flows

(in thousands of U.S. dollars)
                               
    For the Three Months Ended   For the Three Months Ended   For the Three Months Ended   For the Six Months Ended   For the Six Months Ended
    June 30, 2025   March 31, 2025   June 30, 2024   June 30, 2025   June 30, 2024
Cash flows from operating activities:                              
(Loss) profit for the period   $ (10,934 )   $ (66,898 )   $ 34,348     $ (77,832 )   $ 31,778  
Adjustments to reconcile net (loss) to net cash provided by operating activities:                              
Income tax expense (benefit)     (3,787 )     625       8,481       (3,162 )     7,326  
Depreciation and amortization     18,301       17,520       18,875       35,821       37,544  
Finance income     (970 )     (873 )     (16,472 )     (1,843 )     (39,000 )
Finance costs     4,970       4,555       21,787       9,525       51,984  
Exchange differences     19,659       6,914       (3,591 )     26,573       (4,974 )
Impairment (gain) loss     —       (268 )     —       (268 )     —  
Share-based compensation     692       1,296       913       1,988       1,841  
Other (gain) loss     (28 )     (1,405 )     (238 )     (1,433 )     (934 )
Changes in operating assets and liabilities                              
Decrease (increase) in inventories     139       28,357       (36,696 )     28,496       (17,685 )
(Increase) decrease in trade receivables     (9,420 )     (7,206 )     (38,413 )     (16,626 )     6,302  
(Increase) decrease in other receivables     (15,984 )     (9,573 )     44,395       (25,557 )     —  
(Increase) decrease in energy receivable     (440 )     25,165       —       24,725       —  
Increase in trade payables     39,308       13,186       17,387       52,494       15,462  
Other changes in operating assets and liabilities     (13,817 )     7,537       (40,014 )     (6,280 )     114,582  
Income taxes received (paid)     (12,076 )     440       (8,756 )     (11,636 )     (4,176 )
Net cash provided by operating activities:     15,613       19,372       2,006       34,985       200,050  
Cash flows from investing activities:                              
Interest and finance income received     973       872       600       1,845       1,341  
Payments due to investments:                              
Intangible assets     (163 )     (557 )     (735 )     (720 )     (1,319 )
Property, plant and equipment     (15,435 )     (13,750 )     (21,132 )     (29,185 )     (38,773 )
Other financial assets     (4,000 )     (11,119 )     (3,000 )     (15,119 )     (3,000 )
Disposals:                              
Property, plant and equipment     —       1,559       —       1,559       (935 )
Net cash used in investing activities     (18,625 )     (22,995 )     (24,267 )     (41,620 )     (41,751 )
Cash flows from financing activities:                              
Dividends paid     (2,611 )     (2,613 )     (2,443 )     (5,224 )     (4,881 )
Payment for debt and equity issuance costs     (4 )     (95 )     —       (99 )     —  
Repayment of debt instruments     (9,170 )     (10,361 )     —       (19,531 )     (147,624 )
Proceeds from debt issuance     6,036       14,380       —       20,416       —  
Increase (decrease) in bank borrowings:                              
Borrowings     157,498       106,033       145,962       263,531       240,573  
Payments     (121,010 )     (77,176 )     (130,772 )     (198,186 )     (213,784 )
Payments for lease liabilities     (3,174 )     (3,098 )     (2,883 )     (6,272 )     (5,856 )
(Payments) proceeds from other financing liabilities     (20,802 )     (22,651 )     —       (43,453 )     —  
Other proceeds (payments) from financing activities     1,581       —       (289 )     1,581       (481 )
Payments to acquire own shares     (1,988 )     (2,703 )     —       (4,691 )     —  
Interest paid     (2,905 )     (4,531 )     (2,574 )     (7,436 )     (17,208 )
Net cash provided (used) in financing activities     3,451       (2,815 )     7,001       636       (149,261 )
Total net increase (decrease) in cash and cash equivalents     439       (6,438 )     (15,260 )     (5,999 )     9,038  
Beginning balance of cash and cash equivalents     129,581       133,271       159,768       133,271       137,649  
Foreign exchange gains (losses) on cash and cash equivalents     5,527       2,748       (21 )     8,275       (2,200 )
Ending balance of cash and cash equivalents   $ 135,547     $ 129,581     $ 144,487     $ 135,547     $ 144,487  
Restricted cash and cash equivalents     197       300       301       197       301  
Cash and cash equivalents     135,350       129,281       144,186       135,350       144,186  
Ending balance of restricted cash and cash and cash equivalents   $ 135,547     $ 129,581     $ 144,487     $ 135,547     $ 144,487  
                                         

Adjusted EBITDA ($,000):

    Q2´25   Q1´25   Q2´24   YTD´25   YTD´24
(Loss) profit attributable to the parent   $ (10,451 )   $ (66,482 )   $ 34,880     $ (76,933 )   $ 32,856  
(Loss) attributable to non-controlling interest     (483 )     (416 )     (532 )     (899 )     (1,078 )
Income tax (benefit) expense     (3,787 )     625       8,481       (3,162 )     7,326  
Finance income     (970 )     (873 )     (16,471 )     (1,843 )     (39,000 )
Finance costs     4,970       4,555       21,786       9,525       51,984  
Financial derivatives (gain)     (200 )     —       —       (200 )     —  
Depreciation and amortization charges     18,301       17,520       18,875       35,821       37,544  
EBITDA     7,380       (45,071 )     67,019       (37,691 )     89,632  
Exchange differences     19,659       6,914       (3,591 )     26,573       (4,974 )
Impairment (gain)     —       (268 )     —       (268 )     —  
Restructuring and termination costs     (1,285 )     —       (4,540 )     (1,285 )     (4,540 )
New strategy implementation     —       682       1,012       682       2,373  
Subactivity     —       —       109       —       1,051  
PPA Energy     (1,384 )     2,768       (2,270 )     1,384       —  
Fines inventory adjustment     (2,808 )     8,172       —       5,364       —  
Adjusted EBITDA   $ 21,562     $ (26,803 )   $ 57,739     $ (5,241 )   $ 83,542  
                                         

Adjusted profit attributable to Ferroglobe ($,000):

    Q2´25   Q1´25   Q2´24   YTD´25   YTD´24
(Loss) profit attributable to the parent   $ (10,451 )   $ (66,482 )   $ 34,880     $ (76,933 )   $ 32,856  
Tax rate adjustment     188       21,481       (4,997 )     18,706       (4,980 )
Impairment (gain)     —       (184 )     —       (196 )     —  
Restructuring and termination costs     (938 )     —       (3,111 )     (938 )     (3,111 )
New strategy implementation     —       467       694       498       1,626  
Subactivity     —       —       75       —       720  
PPA Energy     (1,010 )     1,897       (1,556 )     1,010       —  
Fines inventory adjustment     (2,050 )     5,600       —       3,916       —  
Adjusted (loss) profit attributable to the parent   $ (14,262 )   $ (37,220 )   $ 25,984     $ (53,936 )   $ 27,111  
                                         

Adjusted diluted profit per share:

    Q2´25   Q1´25   Q2´24   YTD´25   YTD´24
Diluted (loss) profit per ordinary share   $ (0.06 )   $ (0.36 )   $ 0.18     $ (0.41 )   $ 0.17  
Tax rate adjustment     0.00       0.11       (0.03 )     0.10       (0.03 )
Impairment (gain)     —       (0.00 )     —       (0.00 )     —  
Restructuring and termination costs     (0.00 )     —       (0.02 )     (0.00 )     (0.02 )
New strategy implementation     —       0.00       0.00       0.00       0.01  
Subactivity     —       —       0.00       —       0.00  
PPA Energy     (0.01 )     0.01       (0.01 )     0.01       —  
Fines inventory adjustment     (0.01 )     0.03       —       0.02       —  
Adjusted diluted (loss) profit per ordinary share   $ (0.08 )   $ (0.20 )   $ 0.13     $ (0.28 )   $ 0.13  
                                         



Posted on

/C O R R E C T I O N — Spirit Aerosystems/

PR Newswire

In the news release, Spirit AeroSystems Reports Second Quarter 2025 Results, issued 05-Aug-2025 by Spirit Aerosystems over PR Newswire, we are advised by the company that within the Defense & Space Segment Results paragraph, the final sentence should read “unfavorable cumulative catch-up adjustments of $9 million” rather than “favorable cumulative catch-up adjustments of $9 million” as originally issued inadvertently. The complete, corrected release follows:

Spirit AeroSystems Reports Second Quarter 2025 Results


WICHITA, Kan.
, Aug. 5, 2025 /PRNewswire/ — 

Second quarter 2025

  • Revenues of $1.6 billion
  • EPS of $(5.36); Adjusted EPS* of $(3.34)
  • Cash used in operations of $144 million; Free cash flow* usage of $190 million

Spirit AeroSystems Holdings, Inc. (NYSE: SPR) (“Spirit,” “Spirit AeroSystems” or the “Company”) reported second quarter 2025 financial results.

Revenue

Spirit’s revenue in the second quarter of 2025 increased from the same period of 2024, primarily due to higher production activity on most Boeing programs, particularly the Boeing 737 and 787 programs. Overall deliveries increased during the second quarter of 2025 compared to the same period of 2024. Boeing 737 deliveries were significantly higher year-over-year due to the delay in deliveries during the first half of 2024 caused by the joint product verification process initiated by Boeing.

Spirit’s backlog at the end of the second quarter of 2025 was approximately $51 billion, which includes work packages on all commercial platforms in the Airbus and Boeing backlog.

Earnings

Operating loss in the second quarter of 2025 increased compared to the same period of 2024, primarily resulting from losses on dispositions of businesses recorded during the second quarter of 2025 related to the planned transfer of certain assets and sites to Airbus. The Company recorded a loss of $133 million, representing the difference between the carrying value of the held for sale group and the negative fair value of the estimated consideration due to Airbus at the closure of the sale, inclusive of certain adjustments.

Total change in estimates in the second quarter of 2025 included net forward losses of $219 million and unfavorable cumulative catch-up adjustments of $20 million. Net forward losses were mainly driven by the Airbus A220, Airbus A350 and Boeing 787 programs of $100 million, $58 million and $38 million, respectively, resulting from foreign exchange rates, production performance, and supply chain cost growth, including tariffs on the Boeing 787 program. Unfavorable cumulative catch-up adjustments were primarily driven by increased production costs on the Boeing 737 program, including tariffs. Excess capacity costs during the second quarter of 2025 were $44 million. In comparison, total changes in estimates in the second quarter of 2024 included net forward losses of $214 million and unfavorable cumulative catch-up adjustments of $52 million. Additionally, excess capacity costs were $46 million in the same period of 2024.

Second quarter 2025 EPS was $(5.36), compared to $(3.56) in the same period of 2024. Adjusted to exclude the incremental deferred tax asset valuation allowance, second quarter 2025 adjusted EPS* was $(3.34), compared to $(2.73) in the second quarter of 2024.   

Cash

Cash from operations and free cash flow* during the second quarter of 2025 improved compared to the same period of 2024, largely resulting from the timing of working capital driven by higher Boeing 737 deliveries. The Company’s cash balance at the end of the second quarter of 2025 was $370 million.

Developments in 2024 resulted in significant reductions in projected revenue and cash flows over the next twelve months. These developments include production and delivery process changes implemented by Boeing, lower than planned 737 production rates and the lack of price increases on Airbus programs. Although the customer advances received in 2024 and 2025 have provided essential operational liquidity, there can be no assurance that Spirit will be able to obtain additional advances from customers, repay current advances on the specified due dates, renegotiate the due dates or otherwise obtain additional liquidity as needed under acceptable terms or at all. We will need to obtain additional funding to sustain operations, as we expect to continue generating operating losses for the foreseeable future.

Management has developed a plan designed to improve liquidity. These plans are dependent upon many factors, including, among other things, the outcomes of active discussions related to customer advances including the timing or amounts of repayment for certain such advances, achieving forecasted 737 deliveries, the timing and expected proceeds received from certain divestitures and the expected timing and outcome of the transactions contemplated by the merger agreement with Boeing and the stock and asset purchase agreement with Airbus. Management is also evaluating additional strategies intended to improve liquidity to support operations, including, but not limited to, additional customer advances and restructuring of operations in an effort to increase efficiency and decrease expenses. However, there can be no assurance that these plans or strategies will sufficiently improve our liquidity needs or that we will otherwise realize the anticipated benefits. Accordingly, substantial doubt about the Company’s ability to continue as a going concern exists.

Pending Boeing Acquisition of Spirit AeroSystems Update

On June 30, 2024, the Company entered into an Agreement and Plan of Merger with The Boeing Company (the “Merger Agreement”). Upon completion of the merger, subject to the terms and conditions of the Merger Agreement, the Company would become a wholly owned subsidiary of Boeing. The closing of the transaction is expected to occur in the fourth quarter of 2025, subject to the completion of the divestiture of certain portions of Spirit’s business related to the performance by Spirit and its subsidiaries of their obligations under their supply contracts with Airbus SE and other closing conditions, including receipt of regulatory approvals. In connection with the proposed merger, Spirit and Boeing have each received a request for additional information (“second request”) from the Federal Trade Commission as part of the regulatory review process under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The second request extends the waiting period imposed by the HSR Act until 30 days after Spirit and Boeing have substantially complied with the requests or the waiting period is terminated sooner by the Federal Trade Commission.

Subsequent Events

On July 4, 2025, P.L. 119-21, commonly known as the One Big Beautiful Bill Act (the “OBBBA”), was signed into law in the United States. The OBBBA includes a broad range of business tax reform provisions including enhanced deductibility of bonus depreciation, domestic research costs, and interest expense, as well as various changes to U.S. taxability of non-U.S. operations. While Spirit continues to assess the impact of the legislation, the OBBBA is not expected to have a material impact on the Company’s financial statements or cash taxes in 2025.

On July 11, 2025, the Company, entered into a third amended and restated memorandum of agreement (the “MoA”) with Airbus S.A.S., under which Airbus S.A.S. has agreed to, among other things, provide an additional $94 million support package (for a total of $152 million), which shall be used solely and exclusively for Airbus programs. Per the terms of the MoA, any assets purchased with the financial support will be directly or indirectly assumed by Airbus S.A.S. or one of its affiliates upon close of the transactions contemplated by the April 27, 2025 Stock and Asset Purchase Agreement between Spirit and Airbus SE.

Spirit has been involved in litigation in the 10th Circuit Court of Appeals (the “Appellate Court”) with its former Chief Executive Officer, Larry Lawson, over Lawson’s disputed violation of a restrictive covenant in his retirement and consulting agreement. On June 15, 2023, the District Court held that the restrictive covenant was enforceable as a matter of Kansas law. The District Court entered judgment in favor of Spirit on June 27, 2023. Lawson appealed the District Court’s decision, and on April 25, 2025, the Appellate Court affirmed the District Court’s judgement. The time for Lawson to seek further appeals on this issue has expired. As a result of the conclusion to this litigation, the Company will reverse accrued liabilities of approximately $48 million in the third quarter of 2025.


Segment Results

Commercial

Commercial segment revenue in the second quarter of 2025 increased from the same period of the prior year, primarily due to higher production activity on most Boeing and Airbus programs. Operating margin for the second quarter of 2025 increased compared to the same period of 2024, primarily driven by lower changes in estimate charges recorded in the current period compared to the same period of 2024. In the second quarter of 2025, change in estimates for the segment included $212 million of net forward losses and $11 million of unfavorable cumulative catch-up adjustments. Additionally, during the second quarter of 2025, the Commercial segment included excess capacity costs of $35 million. In comparison, during the second quarter of 2024, the segment recognized $212 million of net forward losses, $49 million of unfavorable cumulative catch-up adjustments, and excess capacity costs of $44 million.

Defense & Space

Defense & Space segment revenue in the second quarter of 2025 increased from the same period of the prior year. This increase was primarily due to higher activity on the Boeing P-8 program, partially offset by the lack of revenue from FMI resulting from the site divestiture.  Operating margin for the second quarter of 2025 decreased compared to the same period of 2024, primarily due to higher unfavorable changes in estimates recorded on the KC-46 Tanker and strategic programs as well as higher excess capacity costs. During the second quarter of 2025, the segment recorded net forward losses of $8 million, unfavorable cumulative catch-up adjustments of $9 million and excess capacity costs of $9 million. In comparison, during the second quarter of 2024, the segment recorded net forward losses of $1 million, unfavorable cumulative catch-up adjustments of $3 million and excess capacity costs of $2 million.

Aftermarket

Aftermarket segment revenue in the second quarter of 2025 increased slightly from the same period of the prior year. Operating margin in the second quarter of 2025 decreased compared to the second quarter of 2024, primarily due to sales mix and lower spares margins during the second quarter of 2025.

2025 Financial Outlook

In light of the Merger Agreement, and consistent with customary practice during the pendency of such transactions, Spirit will not provide guidance.

Additionally, due to the Merger Agreement, no conference call will be held in conjunction with this release. Full details of the Company’s financial results are available in the Company’s Quarterly Report on Form 10-Q.

* Non-GAAP financial measure, see Appendix for definition and reconciliation


Cautionary Statement Regarding Forward-Looking Statements


You should read the discussion of our financial condition and results of operations in conjunction with the unaudited condensed consolidated financial statements and the notes to the unaudited condensed consolidated financial statements appearing in the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q. The press release may include “forward-looking statements” that involve many risks and uncertainties. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “aim,” “anticipate,” “believe,” “could,” “continue,” “designed,” “ensure,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “model,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and other similar words, or phrases, or the negative thereof, unless the context requires otherwise. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties, both known and unknown, including, but not limited to, those described in the “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) (the “2024 Form 10-K”) and subsequent Quarterly Reports on Form 10-Q. Our actual results may vary materially from those anticipated in forward-looking statements. We caution investors not to place undue reliance on any forward-looking statements.

Important factors that could cause actual results to differ materially from those reflected in such forward-looking statements and that should be considered in evaluating our outlook include, but are not limited to, the following:

  • our ability to continue as a going concern and satisfy our liquidity needs, the success of our liquidity enhancement plans, operational and efficiency initiatives, our ability to access the capital and credit markets (including as a result of any contractual limitations, including under the Merger Agreement, the outcomes of discussions related to the timing or amounts of repayment for certain customer advances, and the costs and terms of any additional financing;
  • the continued fragility of the global aerospace supply chain including our dependence on our suppliers, as well as the cost and availability of raw materials and purchased components, including increases in energy, freight, and other raw material costs as a result of inflation or continued global inflationary pressures;
  • our ability and our suppliers’ ability and willingness to meet stringent delivery (including quality and timeliness) standards and accommodate changes in the build rates or model mix of aircraft under existing contractual commitments, including the ability or willingness to staff appropriately or expend capital for current production volumes and anticipated production volume increases;
  • our ability to maintain continuing, uninterrupted production at our manufacturing facilities and our suppliers’ facilities;
  • our ability, and our suppliers’ ability, to attract and retain the skilled work force necessary for production and development in an extremely competitive market;
  • the effect of economic conditions, including increases in interest rates and inflation, on the demand for our and our customers’ products and services, on the industries and markets in which we operate in the U.S. and globally, and on the global aerospace supply chain;
  • the general effect of geopolitical conditions, including Russia’s invasion of Ukraine and the resultant sanctions being imposed in response to the conflict, including any trade and transport restrictions;
  • the conflict in the Middle East could impact certain suppliers’ ability to continue production or make timely deliveries of supplies required to produce and timely deliver our products, and may result in sanctions being imposed in response to the conflict, including trade and transport restrictions;
  • our relationships with the unions representing many of our employees, including our ability to successfully negotiate new agreements, and avoid labor disputes and work stoppages with respect to our union-represented employees;
  • the impact of significant health events, such as pandemics, contagions or other public health emergencies or fear of such events, on the demand for our and our customers’ products and services, and on the industries and markets in which we operate in the U.S. and globally;
  • the timing and conditions surrounding the full worldwide return to service (including receiving the remaining regulatory approvals) of the B737 MAX, future demand for the aircraft, and any residual impacts of the B737 MAX grounding on production rates for the aircraft;
  • our reliance on Boeing and Airbus SE and its affiliates for a significant portion of our revenues;
  • the business condition and liquidity of our customers and their ability to satisfy their contractual obligations to the Company;
  • the certainty of our backlog, including the ability of customers to cancel or delay orders prior to shipment on short notice, and the potential impact of regulatory approvals of existing and derivative models;
  • our ability to accurately estimate and manage performance, cost, margins, and revenue under our contracts, and the potential for additional forward losses on new and maturing programs;
  • our accounting estimates for revenue and costs for our contracts and potential changes to those estimates;
  • our ability to continue to grow and diversify our business, execute our growth strategy, and secure replacement programs, including our ability to enter into profitable supply arrangements with additional customers;
  • the outcome of product warranty or defective product claims and the impact settlement of such claims may have on our accounting assumptions;
  • competitive conditions in the markets in which we operate, including in-sourcing by commercial aerospace original equipment manufacturers;
  • our ability to successfully negotiate, or re-negotiate, future pricing under our supply agreements with Boeing, Airbus SE and its affiliates and other customers;
  • the possibility that our cash flows may not be adequate for our additional capital needs;
  • any reduction in our credit ratings;
  • our ability to avoid or recover from cyber or other security attacks and other operations disruptions;
  • legislative or regulatory actions, both domestic and foreign, impacting our operations, including the effect of changes in tax laws and rates and our ability to accurately calculate and estimate the effect of such changes;
  • spending by the U.S. and other governments on defense;
  • pension plan assumptions and future contributions;
  • the effectiveness of our internal control over financial reporting;
  • the outcome or impact of ongoing or future litigation, arbitration, claims, and regulatory actions or investigations, including our exposure to potential product liability and warranty claims;
  • adequacy of our insurance coverage;
  • our ability to continue selling certain receivables through our receivables financing programs;
  • our ability to effectively integrate recent acquisitions, along with other acquisitions we pursue, and generate synergies and other cost savings therefrom, while avoiding unexpected costs, charges, expenses, and adverse changes to business relationships and business disruptions;
  • the risks of doing business internationally, including fluctuations in foreign currency exchange rates, impositions of tariffs or embargoes, trade restrictions, compliance with foreign laws and domestic and foreign government policies; the impact of trade disputes and changes to trade policies, including the imposition of new or increased tariffs, retaliatory tariffs or other trade restrictions; and
  • risks and uncertainties relating to the proposed acquisition of Spirit by Boeing (the “Merger”) pursuant to the Merger Agreement and the transactions contemplated by our stock and asset purchase agreement with Airbus SE (the “Airbus Business Disposition” and, together with the Merger, the “Transactions”), including, among others, the possible inability of the parties to a Transaction to obtain the required regulatory approvals for such Transaction and to satisfy the other conditions to the closing of such Transaction on a timely basis or at all; the possible occurrence of events that may give rise to a right of one or more of the parties to the Merger Agreement or the agreement for the Airbus Business Disposition to terminate such agreement; the risk that we are unable to consummate the Transactions on a timely basis or at all for any reason, including, without limitation, failure to obtain the required regulatory approvals, or failure to satisfy other conditions to the closing of either of the Transactions; the potential for the pendency of the Transactions or any failure to consummate the Transactions to adversely affect the market price of Spirit common stock or our financial performance or business relationships; risks relating to the value of Boeing common stock to be issued in the Merger; the possibility that the anticipated benefits of the Transactions cannot be realized in full or at all or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of our operations with those of Boeing will be greater than expected; risks relating to significant transaction costs; the intended or actual tax treatment of the Transactions; litigation or other legal or regulatory action relating to the Transactions or otherwise relating to us or other parties to the Transactions instituted against us or such other parties or Spirit’s or such other parties’ respective directors and officers and the effect of the outcome of any such litigation or other legal or regulatory action; risks associated with contracts containing provisions that may be triggered by the Transactions; potential difficulties in retaining and hiring key personnel or arising in connection with labor disputes during the pendency of or following the Transactions; the risk of other Transaction-related disruptions to our business, including business plans and operations; the potential for the Transactions to divert the time and attention of management from ongoing business operations; the potential for contractual restrictions under the agreements relating to the Transactions to adversely affect our ability to pursue other business opportunities or strategic transactions; and competitors’ responses to the Transactions.

These factors are not exhaustive, and it is not possible for us to predict all factors that could cause actual results to differ materially from those reflected in our forward-looking statements. These factors speak only as of the date hereof, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. Except to the extent required by law, we undertake no obligation to, and expressly disclaim any obligation to, publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You should review carefully the sections captioned “Risk Factors” in the 2024 Form 10-K and the Company’s subsequent Quarterly Reports on Form 10-Q for a more complete discussion of these and other factors that may affect our business.



Table 1.  Summary Financial Results (unaudited)



2nd Quarter



Six Months



($ in millions, except per share data)


2025


2024



Change


2025


2024



Change



Net Revenues


$1,635


$1,492


10 %


$3,157


$3,195


(1 %)



Operating Loss


($481)


($331)


(45 %)


($968)


($859)


(13 %)



Operating Loss as a % of Revenues


(29.4 %)


(22.2 %)



 (720) BPS


(30.7 %)


(26.9 %)



 (380) BPS



Net Loss


($631)


($415)


(52 %)


($1,244)


($1,032)


(21 %)



Net Loss as a % of Revenues


(38.6 %)


(27.8 %)



**


(39.4 %)


(32.3 %)



 (710) BPS



Net Loss Per Share (Fully Diluted)


($5.36)


($3.56)


(51 %)


($10.57)


($8.87)


(19 %)



Adjusted Net Loss Per Share (Fully Diluted)*


($3.34)


($2.73)


(22 %)


($7.59)


($6.66)


(14 %)



Fully Diluted Weighted Avg Share Count


117.7


116.6


117.7


116.4

 



Table 2.  Cash Flow, Cash and Total Debt (unaudited)



2nd Quarter



Six Months



($ in millions)


2025


2024



Change


2025


2024



Change



Cash used in Operations


($144)


($566)


75 %


($563)


($981)


43 %



Purchases of Property, Plant & Equipment


($46)


($32)


(47 %)


($101)


($60)


(68 %)



Free Cash Flow*


($190)


($597)


68 %


($664)


($1,041)


36 %



July 3,



December 31,



Cash and Total Debt


2025


2024



Cash


$370


$537



Total Debt


$4,344


$4,394

 



Table 3.  Segment Reporting (unaudited)



2nd Quarter



Six Months



($ in millions)


2025


2024



Change


2025


2024



Change



Segment Revenues

   Commercial


$1,266.3


$1,166.4


8.6 %


$2,427.9


$2,522.5


(3.8 %)

   Defense & Space


266.0


224.4


18.5 %


527.0


475.2


10.9 %

   Aftermarket


102.8


101.1


1.7 %


202.0


197.0


2.5 %



Total Segment Revenues


$1,635.1


$1,491.9


9.6 %


$3,156.9


$3,194.7


(1.2 %)



Segment (Loss) Earnings from Operations

   Commercial


($234.3)


($270.5)


13.4 %


($699.1)


($755.4)


7.5 %

   Defense & Space


(7.1)


18.7



**


(17.9)


50.9



**

   Aftermarket


10.0


17.5


(42.9 %)


24.5


34.7


(29.4 %)



Total Segment Operating Loss


($231.4)


($234.3)


1.2 %


($692.5)


($669.8)


(3.4 %)



Segment Operating (Loss) Earnings as % of Revenues

   Commercial


(18.5 %)


(23.2 %)



  470  BPS


(28.8 %)


(29.9 %)



  110  BPS

   Defense & Space


(2.7 %)


8.3 %



 **


(3.4 %)


10.7 %



 **

   Aftermarket


9.7 %


17.3 %



  (760) BPS


12.1 %


17.6 %



 (550) BPS



Total Segment Operating Loss as % of Revenues


(14.2 %)


(15.7 %)



  150  BPS


(21.9 %)


(21.0 %)



  (90) BPS



Unallocated Expense

SG&A


($107.3)


($83.6)


(28.3 %)


($199.1)


($165.1)


(20.6 %)

Research & Development


(12.2)


(13.4)


9.0 %


(26.7)


(24.0)


(11.3 %)

Loss on Dispositions of Businesses


(129.9)


–



**


(49.5)


–



**



Total Loss from Operations


($480.8)


($331.3)


(45.1 %)


($967.8)


($858.9)


(12.7 %)



Total Operating Loss as % of Revenues


(29.4 %)


(22.2 %)



  (720) BPS


(30.7 %)


(26.9 %)



  (380) BPS



**     Represents an amount in excess of 100% or not meaningful.

 



Spirit Shipset Deliveries



(one shipset equals one aircraft)

2nd Quarter

Six Months

2025

2024

2025

2024

B737

113

27

240

71

B767

9

9

11

14

B777

8

8

15

16

B787

22

14

31

27

Total Boeing

152

58

297

128

A220

28

22

50

37

A320 Family

157

179

343

332

A330

12

9

22

16

A350

17

15

35

31

Total Airbus

214

225

450

416

Business/Regional Jet

64

53

112

99

Total

430

336

859

643

 



Spirit AeroSystems Holdings, Inc.



Condensed Consolidated Statements of Operations



(unaudited)




For the Three Months Ended




For the Six Months Ended



July 3, 2025



June 27, 2024



July 3, 2025



June 27, 2024



($ in millions, except per share data)

Net revenues

$                  1,635.1

$                  1,491.9

$                  3,156.9

$                  3,194.7

Operating costs and expenses

Cost of sales

1,866.5

1,725.4

3,849.4

3,863.7

Selling, general and administrative

107.3

83.6

199.1

165.1

Research and development

12.2

13.4

26.7

24.0

Loss on dispositions of businesses, net

129.9

–

49.5

–

Total operating costs and expenses

2,115.9

1,823.2

4,124.7

4,053.6

Operating loss

(480.8)

(331.3)

(967.8)

(858.9)

Interest expense and financing fee amortization

(99.4)

(82.3)

(198.9)

(162.5)

Other (expense) income, net

(24.3)

0.4

(44.2)

2.7

Loss before income taxes and equity in net loss of affiliates

(604.5)

(413.2)

(1,210.9)

(1,018.7)

Income tax provision

(26.3)

(2.1)

(32.3)

(13.1)

Loss before equity in net loss of affiliates

(630.8)

(415.3)

(1,243.2)

(1,031.8)

Equity in net income (loss) of affiliates

–

0.2

(0.3)

0.1

Net loss

(630.8)

(415.1)

(1,243.5)

(1,031.7)

Less noncontrolling interest in earnings of subsidiary

(0.2)

(0.2)

(0.4)

(0.3)

Net loss attributable to common shareholders

$                    (631.0)

$                    (415.3)

$                 (1,243.9)

$                 (1,032.0)

Loss per share

Basic

$                      (5.36)

$                      (3.56)

$                    (10.57)

$                      (8.87)

Diluted

$                      (5.36)

$                      (3.56)

$                    (10.57)

$                      (8.87)

 



Spirit AeroSystems Holdings, Inc.



Condensed Consolidated Balance Sheets



(unaudited)



July 3, 2025



December 31, 2024



($ in millions)



Assets

Cash and cash equivalents

$                     369.6

$                   537.0

Accounts receivable, net

323.2

395.3

Contract assets, short-term

464.6

777.9

Inventory, net

1,345.1

1,891.7

Assets of businesses held for sale

1,214.9

100.6

Other current assets

51.2

58.0

Total current assets

3,768.6

3,760.5

Property, plant and equipment

1,496.8

1,947.9

Right of use assets

70.8

79.0

Pension assets

59.3

49.4

Restricted plan assets

13.4

41.2

Deferred income taxes

–

0.1

Goodwill

630.3

630.0

Intangible assets, net

120.1

149.5

Other assets

78.8

105.2

Total assets

$                  6,238.1

$                6,762.8



Liabilities

Accounts payable

$                     852.4

$                1,041.1

Accrued expenses

403.8

453.3

Profit sharing

36.5

59.0

Current portion of long-term debt

690.5

424.5

Operating lease liabilities, short-term

10.1

10.0

Advance payments, short-term

87.6

158.1

Contract liabilities, short-term

150.4

270.3

Forward loss provision, short-term

301.0

471.5

Deferred revenue and other deferred credits, short-term

8.7

75.4

Customer financing, short-term

511.9

532.0

Liabilities of businesses held for sale

1,769.9

18.8

Other current liabilities

56.4

53.4

Total current liabilities

4,879.2

3,567.4

Long-term debt

3,653.4

3,969.7

Operating lease liabilities, long-term

64.9

69.8

Advance payments, long-term

152.1

181.0

Pension/OPEB obligation

23.2

24.9

Contract liabilities, long-term

164.2

177.4

Forward loss provision, long-term

307.5

799.8

Deferred revenue and other deferred credits, long-term

11.8

46.7

Deferred grant income liability – non-current

22.8

25.1

Deferred income taxes

13.8

7.8

Customer financing, long-term

502.3

372.0

Other non-current liabilities

232.6

137.2



Stockholders’ Equity (Deficit)

Common stock, Class A par value $0.01, 200,000,000 shares authorized,
117,416,738 and 117,266,121 shares issued and outstanding, respectively

1.2

1.2

Additional paid-in capital

1,472.0

1,457.6

Accumulated other comprehensive loss

(44.7)

(100.1)

Retained earnings (deficit)

(2,767.4)

(1,523.5)

Treasury stock, at cost (41,587,480 shares each period, respectively)

(2,456.7)

(2,456.7)

Total stockholders’ equity (deficit)

(3,795.6)

(2,621.5)

Noncontrolling interest

5.9

5.5

Total equity (deficit)

(3,789.7)

(2,616.0)

Total liabilities and equity (deficit)

$                  6,238.1

$                6,762.8

 



Spirit AeroSystems Holdings, Inc.



Condensed Consolidated Statements of Cash Flows



(unaudited)



For the Six Months Ended



July 3, 2025



June 27, 2024



Operating activities



($ in millions)

Net loss

$                  (1,243.5)

$                  (1,031.7)

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation and amortization expense

131.2

155.6

Amortization of deferred financing fees

9.4

3.4

Accretion of customer supply agreement

1.2

1.4

Employee stock compensation expense

15.8

20.7

Gain from derivative instruments

(0.9)

–

Loss (gain) from foreign currency transactions

49.7

(5.3)

Loss on disposition of assets

1.1

0.8

Deferred taxes

31.0

10.2

Pension and other post-retirement plans income

(1.7)

(5.6)

Grant liability amortization

(0.6)

(0.6)

Equity in net income (loss) of affiliates

0.3

(0.1)

Forward loss provision

152.5

439.4

Gain on settlement of financial instrument

(0.4)

(0.8)

Asset impairment charges

28.5

–

Gain on settlement of New Market Tax Credit incentive program

–

(5.7)

Loss on dispositions of businesses, net

49.5

–

Changes in assets and liabilities

Accounts receivable, net

(98.0)

30.6

Inventory, net

(19.8)

(131.9)

Contract assets

247.5

(498.8)

Accounts payable and accrued liabilities

84.6

7.6

Profit sharing/deferred compensation

(16.0)

26.1

Advance payments

0.6

20.6

Income taxes receivable/payable

2.4

1.4

Contract liabilities

(97.9)

(7.3)

Pension plans employer contributions

(2.0)

(1.4)

Deferred revenue and other deferred credits

(23.3)

(11.2)

Warranty liabilities

113.8

3.8

Other

21.8

(2.3)

Net cash used in operating activities

(563.2)

(981.1)



Investing activities

Purchase of property, plant and equipment

(101.1)

(60.3)

Proceeds from dispositions of businesses

167.1

–

Other

0.4

–

Net cash provided by (used in) investing activities

66.4

(60.3)



Financing activities

Receipts from customer financing

395.3

465.0

Payments on bonds

(20.8)

–

Principal payments of debt

(26.3)

(30.9)

Payments on term loans

(3.0)

(1.5)

Payment on financing of New Market Tax Credit incentive program

–

(1.9)

Taxes paid related to net share settlement awards

(1.4)

(5.1)

Proceeds from issuance of ESPP stock

–

3.8

Debt issuance and financing costs

(2.2)

(0.5)

Net cash provided by financing activities

341.6

428.9

Effect of exchange rate changes on cash and cash equivalents

(2.4)

0.7

Net decrease in cash, cash equivalents, and restricted cash for the period

(157.6)

(611.8)

Cash, cash equivalents, and restricted cash, beginning of period

566.5

845.9

Cash, cash equivalents, and restricted cash, end of period

$                      408.9

$                      234.1




Reconciliation of Cash, Cash Equivalents, and Restricted Cash:



For the Six Months Ended



July 3, 2025



June 27, 2024

Cash and cash equivalents, beginning of the period

$                      537.0

$                      823.5

Cash and cash equivalents, held for sale, beginning of the period

–

–

Restricted cash, short-term, beginning of the period

–

0.1

Restricted cash, long-term, beginning of the period

29.5

22.3

Cash, cash equivalents, and restricted cash, beginning of the period

$                      566.5

$                      845.9

Cash and cash equivalents, end of the period

$                      369.6

$                      206.0

Cash and cash equivalents, held for sale, end of the period

5.9

–

Restricted cash, short-term, end of the period

–

–

Restricted cash, long-term, end of the period

33.4

28.1

Cash, cash equivalents, and restricted cash, end of the period

$                      408.9

$                      234.1

Appendix
In addition to reporting our financial information using U.S. Generally Accepted Accounting Principles (GAAP), management believes that certain non-GAAP measures (which are indicated by * in this press release) provide investors with important perspectives into the company’s ongoing business performance. The non-GAAP measures we use in this press release are (i) adjusted diluted earnings (loss) per share and (ii) free cash flow, which are described further below. The Company does not intend for the information to be considered in isolation or as a substitute for the related GAAP measures. Other companies may define and calculate the measures differently than we do, limiting the usefulness of the measures for comparison with other companies.

Adjusted Diluted Earnings (Loss) Per Share. To provide additional transparency, we have disclosed non-GAAP adjusted diluted earnings (loss) per share (Adjusted EPS). This metric excludes various items that are not considered to be directly related to our operating performance. Management uses Adjusted EPS as a measure of business performance, and we believe this information is useful in providing period-to-period comparisons of our results. The most comparable GAAP measure is diluted earnings (loss) per share.

Free Cash Flow. Free Cash Flow is defined as GAAP cash provided by (used in) operating activities (also referred to herein as “cash from operations”), less capital expenditures for property, plant and equipment. Management believes Free Cash Flow provides investors with an important perspective on the cash available for stockholders, debt repayments including capital leases, and acquisitions after making the capital investments required to support ongoing business operations and long-term value creation. Free Cash Flow does not represent the residual cash flow available for discretionary expenditures as it excludes certain mandatory expenditures. The most comparable GAAP measure is cash provided by (used in) operating activities. Management uses Free Cash Flow as a measure to assess both business performance and overall liquidity.

The tables below provide reconciliations between the GAAP and non-GAAP measures.



Adjusted EPS



2nd Quarter



Six Months


2025


2024


2025


2024



GAAP Diluted (Loss) Earnings Per Share


($5.36)


($3.56)


($10.57)


($8.87)

         Deferred Tax Asset Valuation Allowance (a)

2.02

0.83

2.98

2.21



Adjusted Diluted (Loss) Earnings Per Share


($3.34)


($2.73)


($7.59)


($6.66)



Diluted Shares (in millions)


117.7


116.6


117.7


116.4




(a)

  Represents the deferred tax asset valuation allowance (included in Income tax provision)

 



Free Cash Flow



2nd Quarter



Six Months



($ in millions)


2025


2024


2025


2024

Cash from Operations

($144)

($566)

($563)

($981)

Capital Expenditures

(46)

(32)

(101)

(60)



Free Cash Flow

($190)

($597)

($664)

($1,041)

 

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/spirit-aerosystems-reports-second-quarter-2025-results-302522471.html

SOURCE Spirit Aerosystems

Posted on

Barrick Publishes GISTM TSF Disclosures

TORONTO, Aug. 05, 2025 (GLOBE NEWSWIRE) — Barrick Mining Corporation (NYSE:B)(TSX:ABX) today released site-level disclosures for its tailings storage facilities (TSFs), in alignment with Principle 15 of the Global Industry Standard on Tailings Management (GISTM) and in addition to those facilities disclosed already, in August 2023.

Barrick president and chief executive Mark Bristow says Barrick is publishing these further disclosures to provide public access to information about our tailings facilities, reflecting our ongoing commitment to transparency.

“As a member of the International Council on Mining and Metals (ICMM), Barrick has played an active role in developing the standard and has been a strong advocate for its industry-wide adoption. The GISTM aligns closely with our own comprehensive tailings management standards. A key focus for us is ensuring our tailings storage facilities are operated and closed responsibly,” said Bristow.

Barrick has also worked diligently toward bringing inactive tailings storage facilities into Safe Closure on a priority basis.

Group sustainability executive Grant Beringer said: “Achieving Safe Closure requires long-term risks to human health and the environment to be thoroughly assessed and mitigated. We currently have 13 facilities in Safe Closure, with five more targeted for next year.”

“The safe closure of these facilities requires stakeholders to be engaged, key biodiversity features conserved and cultural values protected.”

The TSF disclosures are available at www.barrick.com/tailings-disclosures.

About Barrick Mining Corporation

Barrick is a leading global mining, exploration and development company. With one of the largest portfolios of world-class and long-life gold and copper assets in the industry — including six of the world’s Tier One gold mines — Barrick’s operations and projects span 18 countries and five continents. Barrick is also the largest gold producer in the United States. We create real, long-term value for all stakeholders through responsible mining, strong partnerships and a disciplined approach to growth. Barrick shares trade on the New York Stock Exchange under the symbol ‘B’ and on the Toronto Stock Exchange under the symbol ‘ABX’.

Enquiries

Group investor and media relations

Kathy du Plessis
+44 20 7557 7738
[email protected]



Posted on

American Financial Group, Inc. Announces Second Quarter Results

American Financial Group, Inc. Announces Second Quarter Results

  • Net earnings per share of $2.07; includes $0.07 per share loss from non-core items
  • Second quarter core net operating earnings per share of $2.14
  • Second quarter annualized ROE of 15.0%; core operating ROE of 15.5%
  • Overall average renewal rate increases excluding workers’ compensation of approximately 7%
  • Capital returned to shareholders in the second quarter was approximately $107 million, including $39 million in share repurchases

CINCINNATI–(BUSINESS WIRE)–
American Financial Group, Inc. (NYSE: AFG) today reported 2025 second quarter net earnings of $174 million ($2.07 per share) compared to $209 million ($2.49 per share) for the 2024 second quarter. Net earnings for the 2025 second quarter included after-tax non-core losses of $5 million ($0.07 per share loss) compared to $6 million ($0.07 per share loss) in the 2024 second quarter. Annualized return on equity was 15.0% and 18.0% for the second quarters of 2025 and 2024, respectively, and is calculated excluding accumulated other comprehensive income (AOCI). Other details may be found in the table on the following page.

Core net operating earnings were $179 million ($2.14 per share) for the 2025 second quarter, compared to $215 million ($2.56 per share) in the 2024 second quarter. The year-over-year decrease reflects lower underwriting profit and lower returns on alternative investments. Additional details for the 2025 and 2024 second quarters may be found in the table below. Core net operating earnings for the second quarters of 2025 and 2024 generated annualized returns on equity of 15.5% and 18.5%, respectively, which is calculated excluding AOCI.

 

Three Months Ended June 30,

Components of Pretax Core Operating Earnings

 

2025

  

 

2024

  

 

2025

  

 

2024

  

 

2025

  

 

2024

In millions, except per share amounts

Before Impact of

Alternative Investments

 

Alternative

Investments

 

Core Net Operating

Earnings, as reported

 

          

P&C Pretax Core Operating Earnings

$

265

  

$

286

  

$

8

  

$

33

  

$

273

  

$

319

Other expenses

 

(27)

  

 

(27)

  

 

–

  

 

–

  

 

(27)

  

 

(27)

Holding company interest expense

 

(19)

  

 

(19)

  

 

–

  

 

–

  

 

(19)

  

 

(19)

Pretax Core Operating Earnings

 

219

  

 

240

  

 

8

  

 

33

  

 

227

  

 

273

Related provision for income taxes

 

46

  

 

51

  

 

2

  

 

7

  

 

48

  

 

58

Core Net Operating Earnings

$

173

  

$

189

  

$

6

  

$

26

  

$

179

  

$

215

 

 

  

 

  

 

  

 

  

 

  

 

Core Operating Earnings Per Share

$

2.07

  

$

2.25

  

$

0.07

  

$

0.31

  

$

2.14

  

$

2.56

 

 

  

 

  

 

  

 

  

 

  

 

Weighted Avg Diluted Shares Outstanding

 

83.5

  

 

83.9

  

 

83.5

  

 

83.9

  

 

83.5

  

 

83.9

AFG’s book value per share was $54.15 at June 30, 2025. AFG paid cash dividends of $0.80 per share during the second quarter. For the three months ended June 30, 2025, AFG’s growth in book value per share plus dividends was 4.7% and year to date, growth in book value per share plus dividends was 8.6%.

Book value per share excluding AOCI was $55.74 at June 30, 2025. For the three months ended June 30, 2025, AFG’s growth in book value per share excluding AOCI plus dividends was 3.5%. Year to date, growth in book value per share excluding AOCI plus dividends was 5.9%.

AFG’s net earnings, determined in accordance with U.S. generally accepted accounting principles (GAAP), include certain items that may not be indicative of its ongoing core operations. The table below identifies such items and reconciles net earnings to core net operating earnings, a non-GAAP financial measure. AFG believes that its core net operating earnings provides management, financial analysts, ratings agencies, and investors with an understanding of the results from the ongoing operations of the Company by excluding the impact of net realized gains and losses and other items that are not necessarily indicative of operating trends. AFG’s management uses core net operating earnings to evaluate financial performance against historical results because it believes this provides a more comparable measure of its continuing business. Core net operating earnings is also used by AFG’s management as a basis for strategic planning and forecasting.

In millions, except per share amounts

Three months ended June 30,

  

Six months ended June 30,

 

 

2025

  

 

2024

  

 

2025

  

 

2024

Components of net earnings:

  

 

  

 

  

 

Core operating earnings before income taxes

$

227

  

$

273

  

$

421

  

$

563

Pretax non-core items:

 

  

 

  

 

  

 

Realized gains (losses) on securities

 

2

  

 

(2)

  

 

5

  

 

12

Earnings before income taxes

 

229

  

 

271

  

 

426

  

 

575

Provision for income taxes:

 

  

 

  

 

  

 

Core operating earnings

 

48

  

 

58

  

 

90

  

 

117

Non-core items

 

7

  

 

4

  

 

8

  

 

7

Total provision for income taxes

 

55

  

 

62

  

 

98

  

 

124

Net earnings

$

174

  

$

209

  

$

328

  

$

451

 

 

  

 

  

 

  

 

Net earnings:

 

  

 

  

 

  

 

Core net operating earnings(a)

$

179

  

$

215

  

$

331

  

$

446

Non-core items:

 

  

 

  

 

  

 

Realized gains (losses) on securities

 

2

  

 

(2)

  

 

4

  

 

9

Other

 

(7)

  

 

(4)

  

 

(7)

  

 

(4)

Net earnings

$

174

  

$

209

  

$

328

  

$

451

 

 

  

 

  

 

  

 

Components of earnings per share:

      

Core net operating earnings(a)

$

2.14

  

$

2.56

  

$

3.96

  

$

5.32

Non-core Items:

 

  

 

  

 

  

 

Realized gains (losses) on securities

 

0.02

  

 

(0.02)

  

 

0.05

  

 

0.11

Other

 

(0.09)

  

 

(0.05)

  

 

(0.09)

  

 

(0.05)

Diluted net earnings per share

$

2.07

  

$

2.49

  

$

3.92

  

$

5.38

Footnote (a) is contained in the accompanying Notes to Financial Schedules at the end of this release.

Carl H. Lindner III and S. Craig Lindner, AFG’s Co-Chief Executive Officers, issued this statement: “We are pleased to report an annualized core operating return on equity of 15.5% despite muted quarterly returns from alternative investments. Overall underwriting margins in our specialty P&C insurance businesses were strong, and higher interest rates increased net investment income, excluding alternatives, by 10% year over year. These results, coupled with effective capital management and our entrepreneurial, opportunistic culture and disciplined operating philosophy enable us to continue to create value for our shareholders.

Messrs. Lindner continued: “AFG continued to have significant excess capital at June 30, 2025. Returning capital to shareholders in the form of regular and special cash dividends and through opportunistic share repurchases is an important and effective component of our capital management strategy. In addition, our capital will be deployed into AFG’s core businesses as we identify the potential for healthy, profitable organic growth, and opportunities to expand our specialty niche businesses through acquisitions and start-ups that meet our target return thresholds.”

Specialty Property and Casualty Insurance Operations

The Specialty P&C insurance operations generated a 93.1% combined ratio in the second quarter of 2025, 2.6 points higher than the 90.5% reported in the second quarter of 2024. Second quarter 2025 results include 2.3 points related to catastrophe losses, consistent with results in the 2024 second quarter. Second quarter 2025 results benefited from 0.7 points of favorable prior year reserve development, compared to 2.3 points in the second quarter of 2024. Underwriting profit was $114 million for the 2025 second quarter compared to $151 million in the second quarter of the prior period. Higher year-over-year underwriting profit in our Specialty Financial Group was more than offset by lower underwriting profit in our Specialty Casualty and Property and Transportation Groups.

Second quarter 2025 gross and net written premiums were up 10% and 7%, respectively, when compared to the second quarter of 2024. Earlier reporting of crop acreage by insureds impacted the timing of the recording of crop premiums and contributed to the year-over-year increase, particularly when compared to later reporting of acreage at this same time the previous year. Excluding the crop business, gross and net written premiums grew 6% and 5%, respectively. We continue to achieve year-over-year premium growth in our Specialty P&C business overall as a result of new business opportunities, a good renewal rate environment, and increased exposures.

Average renewal pricing across our P&C Group, excluding workers’ compensation, was up approximately 7% for the quarter, consistent with pricing increases achieved in the first quarter. Including workers’ compensation, renewal rates were up approximately 6% overall, about a point higher than the previous quarter. We believe we are achieving overall renewal rate increases in excess of prospective loss ratio trends to meet or exceed targeted returns.

The Property and Transportation Group reported an underwriting profit of $27 million in the second quarter of 2025, compared to $40 million in the second quarter of 2024, reflecting the impact of particularly strong crop results in the 2024 quarter. Catastrophe losses in this group were $12 million in the second quarter of 2025, compared to $13 million in the second quarter of 2024. Overall, the businesses in the Property and Transportation Group achieved a 95.2% calendar year combined ratio in the second quarter, 2.5 points higher than the comparable period in 2024.

Second quarter 2025 gross and net written premiums in this group were 15% and 10% higher, respectively, than the comparable prior year. Earlier reporting of crop acreage compared to 2024, which impacts the timing of crop premiums, contributed to higher second quarter premiums in this group. Excluding the crop business, gross and net written premiums in this group grew by 6% and 5%, respectively. Increased exposures, new business opportunities and a favorable rate environment contributed to growth in our transportation businesses. Overall renewal rates in this group increased 8% on average in the second quarter of 2025, a point higher than the pricing achieved in this group for the first quarter of 2025.

The Specialty Casualty Group reported underwriting profit of $49 million in the second quarter of 2025, compared to $86 million in the second quarter of 2024, reflecting lower underwriting profit in our excess and surplus businesses and social services business. Underwriting profitability in our workers’ compensation businesses continues to be very strong and was slightly higher than the 2024 quarter. The businesses in the Specialty Casualty Group achieved a solid 93.9% calendar year combined ratio in the second quarter of 2025, 4.8 points higher than the very strong 89.1% reported in the comparable period in 2024.

Second quarter 2025 gross and net written premiums increased 4% and 2%, respectively, when compared to the same prior year period. Higher year-over-year premiums in our mergers & acquisitions business and growth across a variety of other businesses in this group resulting from new business opportunities, higher rates and strong policy retention were partially offset by lower premiums due to a challenging market in our directors’ & officers’ liability business. In addition, we continued to non-renew certain housing and daycare accounts in our social services businesses. Excluding our workers’ compensation businesses, renewal rates for this group were up approximately 8% in the second quarter. Overall renewal rates in this group including workers’ compensation were up about 6% and consistent with the first quarter of 2025.

The Specialty Financial Group reported an underwriting profit of $38 million in the second quarter of 2025, compared to $25 million in the second quarter of 2024, reflecting higher year-over-year underwriting profitability, particularly in our financial institutions and surety businesses. Catastrophe losses for this group were $19 million in the second quarter of 2025 compared to $18 million in the prior year quarter. This group continued to achieve excellent underwriting margins and reported a combined ratio of 86.1% for the second quarter of 2025, 3.6 points better than the 89.7% reported in the comparable period in 2024.

Second quarter 2025 gross and net written premiums were up 15% and 12% in this group, respectively, when compared to the prior year period, primarily due to growth in our financial institutions business. Renewal pricing in this group was flat during the quarter.

Carl Lindner III stated, “Overall underwriting profitability was strong in our Specialty P&C businesses in the second quarter of 2025, and we remain confident about the strength of our reserves. A continued favorable pricing environment and new business opportunities enabled us to grow our Specialty P&C businesses, and we continue to expect premium growth for the full year in 2025. I am especially pleased that we achieved double digit rate increases in our most social inflation-exposed lines of businesses.”

Further details about AFG’s Specialty P&C operations may be found in the accompanying schedules and in our Quarterly Investor Supplement, which is posted on our website.

Investments

Net Investment Income – Excluding the impact of alternative investments, net investment income in our property and casualty insurance operations for the three months ended June 30, 2025, increased 10% year-over-year as a result of higher interest rates and higher average balances of invested assets. Property and casualty net investment income including the impact of alternative investments was approximately 5% lower than the comparable 2024 period.

The annualized return on alternative investments was approximately 1.2% for the 2025 second quarter compared to 5.1% for the prior year quarter. The impact on rental rates and occupancy from a surge in new apartment supply in certain otherwise strong markets reduced the fair value of some multi-family investments and tempered the performance of our alternative investment portfolio in the second quarter of 2025. Earnings from alternative investments may vary from quarter to quarter based on the reported results of the underlying investments and generally are reported on a quarter lag. The average annual return on alternative investments over the five calendar years ended December 31, 2024, was approximately 12%. We continue to remain optimistic regarding the prospects of attractive returns over the long term from our alternative investment portfolio, with an expectation of annual returns averaging 10% or better.

Non-Core Net Realized Gains (Losses) – AFG recorded second quarter 2025 net realized gains of $2 million ($0.02 per share) after tax, which included $7 million ($0.08 per share) in after-tax net gains to adjust equity securities that the Company continued to own at June 30, 2025, to fair value. By comparison, AFG recorded second quarter 2024 net realized losses of $2 million ($0.02 per share loss) after tax.

After-tax unrealized losses related to fixed maturities were $106 million at June 30, 2025. Our portfolio continues to be high quality, with 95% of our fixed maturity portfolio rated investment grade and 96% of our P&C fixed maturity portfolio with a National Association of Insurance Commissioners’ designation of NAIC 1 or 2, its highest two categories.

More information about the components of our investment portfolio may be found in our Quarterly Investor Supplement, which is posted on our website.

About American Financial Group, Inc.

American Financial Group is an insurance holding company, based in Cincinnati, Ohio. Through the operations of Great American Insurance Group, AFG is engaged primarily in property and casualty insurance, focusing on specialized commercial products for businesses. Great American Insurance Group’s roots go back to 1872 with the founding of its flagship company, Great American Insurance Company.

Forward Looking Statements

This press release, and any related oral statements, contains certain statements that may be deemed to be “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. All statements in this press release not dealing with historical results are forward-looking and are based on estimates, assumptions, and projections. Examples of such forward-looking statements include statements relating to: the Company’s expectations concerning market and other conditions and their effect on future premiums, revenues, earnings, investment activities and the amount and timing of share repurchases or special dividends; recoverability of asset values; expected losses and the adequacy of reserves for asbestos, environmental pollution and mass tort claims; rate changes; and improved loss experience.

Actual results and/or financial condition could differ materially from those contained in or implied by such forward-looking statements for a variety of reasons including, but not limited to: the risks and uncertainties AFG describes in the “Risk Factors” section of its most recent Annual Report on Form 10-K, as updated by its other reports filed with the Securities and Exchange Commission; changes in financial, political and economic conditions, including changes in interest and inflation rates and impacts from tariffs or other trade actions, currency fluctuations and extended economic recessions or expansions in the U.S. and/or abroad; performance of securities markets; new legislation or declines in credit quality or credit ratings that could have a material impact on the valuation of securities in AFG’s investment portfolio; the availability of capital; changes in insurance law or regulation, including changes in statutory accounting rules, including modifications to capital requirements; changes in the legal environment affecting AFG or its customers; tax law and accounting changes; levels of natural catastrophes and severe weather, terrorist activities (including any nuclear, biological, chemical or radiological events), incidents of war or losses resulting from pandemics, civil unrest and other major losses; disruption caused by cyber-attacks or other technology breaches or failures by AFG or its business partners and service providers, which could negatively impact AFG’s business or reputation and/or expose AFG to litigation; development of insurance loss reserves and establishment of other reserves, particularly with respect to amounts associated with asbestos and environmental claims; availability of reinsurance and ability of reinsurers to pay their obligations; competitive pressures; the ability to obtain adequate rates and policy terms; changes in AFG’s credit ratings or the financial strength ratings assigned by major ratings agencies to AFG’s operating subsidiaries; and the impact of the conditions in the international financial markets and the global economy relating to AFG’s international operations.

The forward-looking statements herein are made only as of the date of this press release. The Company assumes no obligation to publicly update any forward-looking statements.

Conference Call

The Company will hold a conference call to discuss 2025 second quarter results at 11:30 a.m. (ET) tomorrow, Wednesday, August 6, 2025. Event registration and access provides two ways to access the call.

Participants should register for the call here now or any time up to and during the time of the call, and will immediately receive the dial-in number and a unique PIN to access the call. While you may register at any time up to and during the time of the call, you are encouraged to join the call 10 minutes prior to the start of the event.

The conference call and accompanying webcast slides will also be broadcast live over the internet. To access the event, click the following link: https://www.afginc.com/news-and-events/event-calendar. Alternatively, you can choose Events from the Investor Relations page at www.AFGinc.com.

A replay of the webcast will be available via the same link on our website approximately two hours after the completion of the call.

(Financial summaries follow)

This earnings release and AFG’s Quarterly Investor Supplement are available in the Investor Relations section of AFG’s website: www.AFGinc.com.

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

SUMMARY OF EARNINGS AND SELECTED BALANCE SHEET DATA

(In Millions, Except Per Share Data)
   

 

Three months ended June 30,

  

Six months ended June 30,

 

 

2025

  

 

2024

  

 

2025

  

 

2024

Revenues

 

  

 

  

 

  

 

Net earned premiums

$

1,647

  

$

1,585

  

$

3,227

  

$

3,131

Net investment income

 

184

  

 

188

  

 

357

  

 

386

Realized gains (losses) on securities

 

2

  

 

(2)

  

 

5

  

 

12

Income of managed investment entities:

 

  

 

  

 

  

 

Investment income

 

68

  

 

98

  

 

144

  

 

197

Gain (loss) on change in fair value of assets/liabilities

 

(4)

  

 

4

  

 

(7)

  

 

14

Other income

 

27

  

 

27

  

 

54

  

 

66

Total revenues

 

1,924

  

 

1,900

  

 

3,780

  

 

3,806

 

 

    

 

  

Costs and expenses

  

 

  

 

  

 

Losses and loss adjustment expenses

 

1,007

  

 

937

  

 

1,972

  

 

1,849

Commissions and other underwriting expenses

 

534

  

 

506

  

 

1,064

  

 

1,009

Interest charges on borrowed money

 

19

  

 

19

  

 

38

  

 

38

Expenses of managed investment entities

 

60

  

 

90

  

 

128

  

 

182

Other expenses

 

75

  

 

77

  

 

152

  

 

153

Total costs and expenses

 

1,695

  

 

1,629

  

 

3,354

  

 

3,231

 

 

      

Earnings before income taxes

 

229

  

 

271

  

 

426

  

 

575

Provision for income taxes

 

55

  

 

62

  

 

98

  

 

124

 

 

  

 

  

 

  

 

Net earnings

$

174

  

$

209

  

$

328

  

$

451

 

 

  

 

  

 

  

 

Diluted earnings per common share

$

2.07

  

$

2.49

  

$

3.92

  

$

5.38

 

 

  

 

  

 

  

 

Average number of diluted shares

 

83.5

  

 

83.9

  

 

83.7

  

 

83.9

 

Selected Balance Sheet Data:

June 30, 2025

  

December 31, 2024

Total cash and investments

$

16,049

  

$

15,852

Long-term debt

$

1,476

  

$

1,475

 

 

  

 

Shareholders’ equity(b)

$

4,516

  

$

4,466

Shareholders’ equity (excluding AOCI)

$

4,648

  

$

4,706

 

 

  

 

Book value per share(b)

$

54.15

  

$

53.18

Book value per share (excluding AOCI)

$

55.74

  

$

56.03

 

 

  

 

Common Shares Outstanding

 

83.4

  

 

84.0

 

 

  

 

Footnote (b) is contained in the accompanying Notes to Financial Schedules at the end of this release.

AMERICAN FINANCIAL GROUP, INC.

SPECIALTY P&C OPERATIONS

(Dollars in Millions)
       

 

Three months ended

June 30,

  

Pct.

Change

  

Six months ended

June 30,

  

Pct.

Change

 

 

2025

  

 

2024

  

 

  

 

2025

  

 

2024

  

 

 

 

  

 

  

 

  

 

  

 

  

 

Gross written premiums

$

2,653

  

$

2,406

  

 

10%

  

$

4,944

  

$

4,742

  

4%

 

 

  

 

  

 

  

 

  

 

  

 

 

 

  

 

  

 

  

 

  

 

  

 

Net written premiums

$

1,803

  

$

1,692

  

 

7%

  

$

3,414

  

$

3,326

  

3%

 

 

  

 

  

 

  

 

  

 

  

 

Ratios (GAAP):

 

  

 

  

 

  

 

  

 

  

 

Loss & LAE ratio

 

61.1%

  

 

59.1%

  

 

  

 

61.1%

  

 

58.8%

  

 

Underwriting expense ratio

 

32.0%

  

 

31.4%

  

 

  

 

32.5%

  

 

31.4%

  

 

 

 

  

 

  

 

  

 

  

 

  

 

Specialty Combined Ratio

 

93.1%

  

 

90.5%

  

 

  

 

93.6%

  

 

90.2%

  

 

 

    

 

      

 

Combined Ratio – P&C Segment

 

93.1%

  

 

90.5%

  

 

  

 

93.6%

  

 

90.3%

  

 

 

    

 

      

 

Supplemental Information:(c)

 

  

 

  

 

  

 

  

 

  

 

Gross Written Premiums:

 

  

 

  

 

  

 

  

 

  

 

Property & Transportation

$

1,247

  

$

1,084

  

 

15%

  

$

2,144

  

$

2,043

  

5%

Specialty Casualty

 

1,062

  

 

1,023

  

 

4%

  

 

2,130

  

 

2,120

  

-%

Specialty Financial

 

344

  

 

299

  

 

15%

  

 

670

  

 

579

  

16%

 

$

2,653

  

$

2,406

  

 

10%

  

$

4,944

  

$

4,742

  

4%

 

 

  

 

  

 

  

 

  

 

  

 

Net Written Premiums:

 

  

 

  

 

  

 

  

 

  

 

Property & Transportation

$

759

  

$

690

  

 

10%

  

$

1,322

  

$

1,287

  

3%

Specialty Casualty

 

765

  

 

753

  

 

2%

  

 

1,537

  

 

1,556

  

(1%)

Specialty Financial

 

279

  

 

249

  

 

12%

  

 

555

  

 

483

  

15%

 

$

1,803

  

$

1,692

  

 

7%

  

$

3,414

  

$

3,326

  

3%

 

 

  

 

  

 

  

 

  

 

  

 

Combined Ratio (GAAP):

 

  

 

  

 

  

 

  

 

  

 

Property & Transportation

 

95.2%

  

 

92.7%

  

 

  

 

94.0%

  

 

90.6%

  

 

Specialty Casualty

 

93.9%

  

 

89.1%

  

 

  

 

95.8%

  

 

90.7%

  

 

Specialty Financial

 

86.1%

  

 

89.7%

  

 

  

 

86.5%

  

 

88.1%

  

 

 

 

  

 

  

 

  

 

  

 

  

 

Aggregate Specialty Group

 

93.1%

  

 

90.5%

  

 

  

 

93.6%

  

 

90.2%

  

 

 

 

 

  

Three months ended

June 30,

  

Six months ended

June 30,

  

 

 

  

 

2025

  

 

2024

  

 

2025

  

 

2024

  

 

Reserve Development (Favorable)/Adverse:

    

 

  

 

  

 

  

 

Property & Transportation

  

$

(13)

  

$

(34)

  

$

(32)

  

$

(80)

  

 

Specialty Casualty

  

 

10

  

 

(2)

  

 

22

  

 

(13)

  

 

Specialty Financial

  

 

(9)

  

 

–

  

 

(22)

  

 

6

  

 

Specialty Group

  

 

(12)

  

 

(36)

  

 

(32)

  

 

(87)

  

 

Other

  

 

1

  

 

1

  

 

1

  

 

2

  

 

Total Reserve Development

  

$

(11)

  

$

(35)

  

$

(31)

  

$

(85)

  

 

 

          

 

Points on Combined Ratio:

    

 

  

 

  

 

  

 

Property & Transportation

  

 

(2.2)

  

 

(6.3)

  

 

(3.0)

  

 

(7.5)

  

 

Specialty Casualty

  

 

1.2

  

 

(0.2)

  

 

1.4

  

 

(0.8)

  

 

Specialty Financial

  

 

(3.2)

  

 

0.1

  

 

(3.9)

  

 

1.3

  

 

 

  

 

  

 

  

 

  

 

  

 

Aggregate Specialty Group

  

 

(0.7)

  

 

(2.3)

  

 

(1.0)

  

 

(2.8)

  

 

Total P&C Segment

  

 

(0.7)

  

 

(2.2)

  

 

(1.0)

  

 

(2.7)

  

 
           

Footnote (c) is contained in the accompanying Notes to Financial Schedules at the end of this release.

AMERICAN FINANCIAL GROUP, INC.

Notes to Financial Schedules
   
a) Components of core net operating earnings (in millions):

 

Three months ended

June 30,

  

Six months ended

June 30,

 

 

2025

  

 

2024

  

 

2025

  

 

2024

Core Operating Earnings before Income Taxes:

  

 

  

 

  

 

P&C insurance segment

$

273

  

$

319

  

$

519

  

$

659

Interest and other corporate expenses

 

(46)

  

 

(46)

  

 

(98)

  

 

(96)

 

 

  

 

  

 

  

 

Core operating earnings before income taxes

 

227

  

 

273

  

 

421

  

 

563

Related income taxes

 

48

  

 

58

  

 

90

  

 

117

 

      

Core net operating earnings

$

179

  

$

215

  

$

331

  

$

446
       
b) Shareholders’ Equity at June 30, 2025, includes ($132 million) ($1.59 per share loss) in Accumulated Other Comprehensive Income (Loss) compared to ($240 million) ($2.85 per share loss) at December 31, 2024.
       

c) Supplemental Notes:

  • Property & Transportation includes primarily physical damage and liability coverage for buses and trucks and other specialty transportation niches, inland and ocean marine, agricultural-related products and other commercial property coverages.
  • Specialty Casualty includes primarily excess and surplus, general liability, executive liability, professional liability, umbrella and excess liability, specialty coverages in targeted markets, customized programs for small to mid-sized businesses and workers’ compensation insurance.
  • Specialty Financial includes risk management insurance programs for lending and leasing institutions (including equipment leasing and collateral and lender-placed mortgage property insurance), surety and fidelity products and trade credit insurance.

 

Diane P. Weidner, IRC, CPA (inactive)

Vice President – Investor & Media Relations

513-369-5713

Websites:

www.AFGinc.com

www.GreatAmericanInsuranceGroup.com

KEYWORDS: United States North America Ohio

INDUSTRY KEYWORDS: Professional Services Insurance Finance

MEDIA:

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Posted on

UBS Declares Coupon Payments on 8 ETRACS Exchange Traded Notes

UBS Declares Coupon Payments on 8 ETRACS Exchange Traded Notes

HDLB: linked to the Solactive US High Dividend Low Volatility Index Series B

SMHB: linked to the Solactive US Small Cap High Dividend Index Series B

PFFL: linked to the Solactive Preferred Stock ETF Index

CEFD: linked to the S-Network Composite Closed-End Fund Index

MVRL: linked to the Market Vectors Global Mortgage REITs Index

GLDI: linked to the Credit Suisse Nasdaq Gold FLOWS™ 103 Index

SLVO: linked to the Credit Suisse Nasdaq Silver FLOWS™ 106 Index

USOI: linked to the Credit Suisse Nasdaq WTI Crude Oil FLOWS™ 106 Index

NEW YORK–(BUSINESS WIRE)–
UBS Investment Bank today announced coupon payments for 5 ETRACS Exchange Traded Notes traded on the NYSE Arca and expected coupon payments for 3 ETRACS Exchange Traded Notes traded on NASDAQ (together, the “ETNs”).

NYSE

Ticker

ETN Name and Prospectus Supplementa

Coupon

Valuation

Date

Ex-Date

Record

Date

Payment

Date

Coupon

Amount

Payment

Schedule

Current Yield

(annualized) b

HDLB

ETRACS Monthly Pay 2xLeveraged US High Dividend Low Volatility ETN Series B

7/30/2025

8/12/2025

8/12/2025

8/20/2025

$0.1326

Monthly

13.27%

SMHB

ETRACS 2xMonthly Pay Leveraged US Small Cap High Dividend ETN Series B

7/30/2025

8/12/2025

8/12/2025

8/20/2025

$0.0313

Monthly

18.26%

PFFL

ETRACS 2xMonthly Pay Leveraged Preferred Stock ETN

7/30/2025

8/12/2025

8/12/2025

8/20/2025

$0.0882

Monthly

12.20%

CEFD

ETRACS Monthly Pay 1.5X Leveraged Closed-End Fund Index ETN

7/30/2025

8/12/2025

8/12/2025

8/20/2025

$0.2093

Monthly

14.50%

MVRL

ETRACS Monthly Pay 1.5x Leveraged Mortgage REIT ETN

7/30/2025

8/12/2025

8/12/2025

8/20/2025

$0.0779

Monthly

17.04%

a The table above provides a hyperlink to the relevant prospectus and supplements thereto for each of our ETRACS ETNs, which are identified by their names. For more information on each ETRACS ETN, see “List of ETNs”.

b “Current Yield (annualized)” equals the current Coupon Amount and the two immediately preceding Coupon Amounts, multiplied by four (to annualize such coupons), divided by the closing Current Indicative Value of the ETN on its current Coupon Valuation Date rounded to two decimal places for ease of analysis. The Current Yield is not indicative of future coupon payments, if any, on the ETN. You are not guaranteed any coupon or distribution amount under the ETN.

Note: HDLB, SMHB and PFFL pay a variable monthly coupon linked to 2 times the cash distributions, if any, on the respective underlying index constituents, less withholding taxes, if any. CEFD and MVRL pay a variable monthly coupon linked to 1.5 times the cash distributions, if any, on the respective underlying index constituents, less withholding taxes, if any. Variations in the amount of monthly distributions will lead to large variations in the Current Yield as calculated above. As such, the Current Yield is not indicative of future coupon payments, if any, on these ETNs.

NASDAQ

Ticker

ETN Name and Pricing Supplementc

Closing Indicative

Value on 7/31/2025

Ex-Date

Record

Date

Payment

Date

ExpectedCoupon

Amount per ETNd

Payment Schedule

Expected

Current

Yielde

GLDI

ETRACS Gold Shares Covered Call ETNs due February 2, 2033

$156.8283

8/20/2025

8/20/2025

8/26/2025

$1.3444

Monthly

18.14%f

SLVO

ETRACS Silver Shares Covered Call ETNs due April 21, 2033

$81.5190

8/20/2025

8/20/2025

8/26/2025

$1.5758

Monthly

19.46%f

USOI

ETRACS Crude Oil Shares Covered Call ETNs due April 24, 2037

$54.8466

8/20/2025

8/20/2025

8/26/2025

$0.7691

Monthly

38.87%f

c The table above provides a hyperlink to the relevant prospectus and supplements thereto for each of our ETRACS ETNs, which are identified by their names.

d On July 14, 2025, the Credit Suisse Nasdaq Gold FLOWS™ 103 Index, the Credit Suisse Nasdaq Silver FLOWS™ 106 Index and the Credit Suisse Nasdaq WTI Crude Oil FLOWS™ 106 Index (the “Indices”) concluded the notional sale of options on GLD shares, SLV shares and USO shares, respectively, with August 2025 expiration. We expect that the notional cash distribution generated by this sale of options will be withdrawn from the Indices on August 11, 2025, subject to adjustment in the event of any market disruption events. Assuming no redemption or acceleration of GLDI, SLVO and USOI, and that the notional cash distribution is withdrawn from the Indices on August 11, 2025, we expect to declare a Coupon Amount for GLDI, SLVO and USOI, respectively, equal to the corresponding Expected Coupon Amount. The Expected Coupon Amount is subject to change upon the occurrence of a disruption event or other unforeseen circumstances.

e For each ETN, the Expected Current Yield equals the Expected Coupon Amount annualized and divided by the Closing Indicative Value, as discussed in more detail below. The Expected Current Yield, which is based on an ETN’s Expected Coupon Amount and its two most recent coupon payments, is not indicative of future coupon payments, if any, on the ETNs. In particular, future coupon payments on an ETN may differ significantly from its Expected Current Yield, if its Closing Indicative Value fluctuates widely in a volatile market. You are not guaranteed any coupon payment or distribution under the ETNs. Coupon payments for the ETNs (if any) are variable and do not represent fixed, periodic interest payments. The Expected Coupon Amount for any ETN may vary significantly from coupon period to coupon period and may be zero. Accordingly, the Expected Current Yield will change over time, and such change may be significant. Any payment on the ETNs is subject to UBS AG’s ability to pay its obligations as they become due. For more information regarding any ETN’s coupon payments, please refer to such ETN’s pricing supplement.

f“Expected Current Yield” equals the sum of (i) the Expected Coupon Amount, plus (ii) the amount of the ETN’s two most recent coupon payments, multiplied by four (to annualize such coupons), divided by the Closing Indicative Value, and rounded to two decimal places for ease of analysis. The Expected Current Yield is subject to change upon the occurrence of a disruption event or other unforeseen circumstances.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” that are subject to risks and uncertainties, and actual results may differ materially. These statements could contain words such as “possible,” “intend,” “will,” “may,” “intends,” “would,” “if,” “expect,” “potentially” or other similar expressions. Forward-looking statements, including those relating to UBS AG’s plans for the ETNs, are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. While these forward-looking statements represent UBS’s judgments, expectations and objectives concerning the matters described, a number of risks, uncertainties and other important factors, including whether UBS AG will actually declare a Coupon Amount for the 3 ETNs traded on NASDAQ, could cause actual developments and results to differ materially from UBS’s expectations. For a discussion of the risks and uncertainties that may affect the ETNs please refer to the “Risk Factors” in the prospectus supplements and pricing supplement relating to the 3 ETNs traded on NASDAQ. UBS is not under any obligation to (and expressly disclaims any obligation to) update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.

About ETRACS

ETRACS ETNs are senior unsecured notes issued by UBS AG, are traded on either NYSE Arca or NASDAQ, and can be bought and sold through a broker or financial advisor. An investment in ETRACS ETNs is subject to a number of risks, including the risk of loss of some or all of the investor’s principal, and is subject to the creditworthiness of UBS AG. Investors are not guaranteed any coupon or distribution amount under the ETNs. We urge you to read the more detailed explanation of risks described under “Risk Factors” in the applicable prospectus supplement for the ETRACS ETN.

UBS AG has filed a registration statement (including a prospectus and supplements thereto) with the Securities and Exchange Commission, or SEC, for the offerings of securities to which this communication relates. Before you invest, you should read the relevant prospectus, along with the applicable prospectus supplement and pricing supplements to understand fully the terms of the securities and other considerations that are important in making a decision about investing in the ETRACS ETNs. The applicable offering document for each ETRACS ETN may be obtained by clicking on the name of each ETRACS ETN identified above. You may also get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you can request the prospectus, the applicable prospectus supplement or pricing supplement, by calling toll-free (+1-877-387 2275). The securities related to the offerings are not deposit liabilities and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency of the United States, Switzerland or any other jurisdiction.

About UBS

UBS is a leading and truly global wealth manager and the leading universal bank in Switzerland. It also provides diversified asset management solutions and focused investment banking capabilities. UBS manages 6.1 trillion dollars of invested assets as per fourth quarter 2024. UBS helps clients achieve their financial goals through personalized advice, solutions and products. Headquartered in Zurich, Switzerland, the firm is operating in more than 50 markets around the globe. UBS Group shares are listed on the SIX Swiss Exchange and the New York Stock Exchange (NYSE).

In the US, securities underwriting, trading and brokerage activities and M&A advisor activities are provided by UBS Securities LLC, a registered broker/dealer that is a wholly owned subsidiary of UBS AG, a member of the New York Stock Exchange and other principal exchanges, and a member of SIPC (http://www.sipc.org/). UBS Financial Services Inc. is a registered broker/dealer and affiliate of UBS Securities LLC.

This material is issued by UBS AG and/or any of its subsidiaries and/or any of its affiliates (“UBS”). This document was produced by and the opinions expressed are those of UBS as of the date of writing and are subject to change. It has been prepared solely for information purposes and for the use of the recipient. It does not constitute an offer or an invitation by or on behalf of UBS to any person to buy or sell any security. The information and analysis contained in this publication have been compiled or arrived at from sources believed to be reliable but UBS does not make any representation as to their accuracy or completeness and does not accept liability for any loss arising from the use hereof. Products and services mentioned in this material may not be available for residents of certain jurisdictions. Past performance is not necessarily indicative of future results. Please consult the restrictions relating to the product or service in question for further information.

The financial instrument is not sponsored, promoted, sold or supported in any other manner by Solactive AG nor does Solactive AG offer any express or implicit guarantee or assurance either with regard to the results of using the Index and/or Index trade mark or the Index Price at any time or in any other respect.

The S-Network Composite Closed-End Fund Index is a service mark of S-Network Global Indexes, Inc. (“S-Network”) and its use is granted under a license from S-Network. S-Network does not guarantee the accuracy and/or completeness of the S-Network Composite Closed-End Fund Index or any data included therein, and S-Network shall have no liability for any errors, omissions, interruptions, or defects therein. S-Network makes no warranty, express or implied, representations or promises, as to results to be obtained by UBS AG, or any other person or entity from the use of the S-Network Composite Closed-End Fund Index or any data included therein. S-Network makes no express or implied warranties, representations or promises, regarding the originality, merchantability, suitability, non-infringement, or fitness for a particular purpose or use with respect to the S-Network Composite Closed-End Fund Index or any data included therein. Without limiting any of the foregoing, in no event shall S-Network have any liability for any direct, indirect, special, incidental, punitive, consequential, or other damages (including lost profits), even if notified of the possibility of such damages.

The ETRACS Monthly Pay 1.5x Leveraged Mortgage REIT ETN (“MVRL ETN”) is not sponsored, endorsed, sold or promoted by MarketVector Indexes GmbH (“Licensor”) and Licensor makes no representation or warranty, express or implied, to the owners of the MVRL ETN or any member of the public regarding the advisability of investing in securities generally or in the MVRL ETN particularly or the ability of the Market Vectors® US Mortgage REITs Index to track the performance of the US mortgage REIT market.

UBS specifically prohibits the redistribution or reproduction of this communication in whole or in part without the prior written permission of UBS and UBS accepts no liability whatsoever for the actions of third parties in this respect.

© UBS 2025. The key symbol, UBS and ETRACS are among the registered and unregistered trademarks of UBS. Other marks may be trademarks of their respective owners. All rights reserved.

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1 Individual investors should instruct their broker/advisor/custodian to call us or should call together with their broker/advisor/custodian.

 

Media contact

Carolyn Reil

+1-212-713-3584

[email protected]

Institutional Investor contact1

+1-877-387 2275

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Finance Data Analytics Banking Professional Services Asset Management

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Posted on

Watts Water Technologies, Inc. Declares Quarterly Dividend

Watts Water Technologies, Inc. Declares Quarterly Dividend

NORTH ANDOVER, Mass.–(BUSINESS WIRE)–
Watts Water Technologies, Inc. (NYSE: WTS) today declared that the Corporation will pay a quarterly dividend of fifty-two cents ($0.52) per share on each outstanding share of the Company’s Class A Common Stock and Class B Common Stock, said dividend to be paid on September 15, 2025 to stockholders of record at the close of business on August 29, 2025.

Watts Water Technologies, Inc., through its family of companies, is a global manufacturer headquartered in the USA that provides one of the broadest plumbing, heating, and water quality product lines in the world. Watts Water companies and brands offer innovative plumbing, heating, and water quality solutions to control the efficiency, safety, and quality of water within commercial, residential, and industrial applications. For more information visit www.watts.com.

Watts Water Technologies, Inc.

Diane McClintock

Senior Vice President FP&A and Investor Relations

Telephone: 978-689-6153

Email: [email protected]

KEYWORDS: United States North America Canada Massachusetts

INDUSTRY KEYWORDS: Commercial Building & Real Estate Construction & Property Other Energy Urban Planning Utilities Oil/Gas Building Systems Energy Residential Building & Real Estate

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