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Operator: Ladies and gentlemen, good day, and welcome to Wipro Limited Q3 FY '26 Earnings Conference Call. [Operator Instructions]. Please note that this conference is being recorded, and the duration for today's call will be for 45 minutes. I now hand the conference over to Mr. Abhishek Jain, Vice President, Corporate Treasurer and Head of Investor Relations. Thank you, and over to you, sir. Abhishek Jain: Thank you, Yashashri. Warm welcome to our Q3 FY '26 earnings call. We'll begin the call with the business highlights and overview by Srinivas Pallia, our Chief Executive Officer and Managing Director, followed by updates on financial overview by our CFO, Aparna Iyer. We also have our CHRO Saurabh Govil, and our Chief Strategist and Technology Officer, Hari Shetty this call. Afterwards, the operator will open the bridge for Q&A with our management team. Before Srini starts, let me draw your attention to the fact that during this call, we may make certain forward-looking statements within the meaning of Private Securities Litigation Reform Act 1995. These statements are based on management's current expectations and are associated with uncertainties and risks, which may cause the actual results to differ materially from those expected. The uncertainties and risk factors are explained in our detailed filings with the SEC. Wipro does not undertake any obligation to update the forward-looking statements to reflect events and circumstances after the date of filing. The conference call will be archived and a transcript will be available on our website. With that, I would like to turn over the call to Srini. Srinivas Pallia: Thank you, Abhishek. Good evening, and thank you for joining us today. A very happy new year to you. Let me start with the broader environment. Before walking you through our quarterly performance and how we are positioning Wipro for an AI-first world. Across our client landscape, One thing is clear: organizations are reshaping priorities as AI influences how they plan, invest and operate. In fact, AI is now a standing board level mandate led by CEOs who recognized its ability to transform business models, unlock productivity, and create lasting competitive advantage. We are also seeing the same themes continue from past quarters in our deal pipeline. Cost optimization, vendor consolidation and a clear shift towards AI-led transformation. In quarter 3, we also marked two important milestones for Wipro. In December, we completed 80 years as a company. And in October, we celebrated 25 years of being listed on the New York Stock Exchange. These milestones reflect a legacy of strong governance, value and integrity, a foundation of trust that continues to differentiate us with our clients, partners and investors. Turning to quarter 3 performance. Our IT Services sequential revenue at $2.64 billion grew 1.4% on a constant currency basis. Excluding HARMAN DTS acquisition, revenue grew 0.6% in constant currency terms. Growth was broad-based with three of our four markets and four of our five sectors reporting sequential gain. Americas 1 delivered sequential and year-on-year growth driven by strong performance in health care, consumer and LatAm. Americas 2 saw a sequential decline. Europe grew sequentially in quarter 3, led by a ramp-up of the earlier announced mega deal. We're also seeing good traction in the U.K. and Western Europe. APMEA grew sequentially and year-on-year, led by India, Middle East and Southeast Asia. PFSI continues to show strong traction with the ramp-ups and new wins. CAPCO revenue was impacted by furloughs and remained flat year-on-year. Our operating margin at 17.6% expanded 0.4% over adjusted quarter 2 margin and 0.1% year-on-year. We closed $3.3 billion in total contract value and $871 million in large deal bookings. Last quarter, I introduced Wipro Intelligence. It's a unified approach to delivering AI-powered transformation across industries. This approach is anchored on 3 strategic pillars. First, industry platforms and solutions. We are building consulting-led AI solutions across sectors. For example, platforms like PayerAI in health care, NetOxygen for lending and AutoCortex for automotive. These solutions help streamline operations, improve customer outcomes and open up new avenues for growth. Second, our delivery platforms accelerate AI adoption at scale. WINGS, part of our Wipro Intelligence, brings AI into the heart of operations from application management to infrastructure support and business process operations. Vega adds AI-driven capabilities across the development life cycle from wide coding to model tuning and data pipeline. Together, these platforms help our clients modernize faster and operate smarter. Third, the Wipro Innovation Network. This connects our labs with partners, start-ups, universities and deep tech talent around the world. This ecosystem helps us explore new technologies and build solutions for the future. We launched innovation labs in 3 cities in the U.S., Australia and the Middle East, expanding our network, growing our global footprint and strengthening our role as a trusted innovation partner. We are also partnering with client GCCs to drive transformation and turn their call centers into high-impact innovation labs. Let me now share 2 examples of large deal wins that we had, leveraging Wipro Intelligence. First, a leading global education provider in the U.K., which is expanding rapidly across markets has chosen us as a strategic partner for a multiyear transformation. The goal is to build a single secure intelligent operating model that can scale with their growth and improve stakeholder experience. Using WINGS, we will standardize core processes, embed automation and AI-driven insights and optimize costs through a global delivery model. Second, a leading U.S.-based fitness technology company has selected Wipro for a multiyear transformation to accelerate its shift to a subscription-based wellness model and support global expansion. We will use both WINGS and Vega to embed AI and automation across IT infrastructure and core functions, driving efficiency, productivity, growth and better customer experiences. These engagements highlight a clear trend. Clients are bringing us in much earlier and recognizing the step change in the way we deliver and innovate. I would now like to update you on HARMAN DTS. First, a warm welcome to all HARMAN DTS employees joining us. With the acquisition now complete, we have added engineering and AI capabilities that truly complement what we do. This strengthens our engineering global business line and helps us accelerate AI-driven product innovation for clients. The integration also opens new regions and high-growth industries and allows us to take on larger, more complex transformation programs. As our teams come together, we look forward to entering new markets, building deeper client relationships and turning innovation into long-term value. Finally, guidance for quarter 4. In quarter 4, we are projecting sequential IT services revenue growth of 0% to 2.0% in constant currency. With that, I will hand it over to Aparna for the detailed financials. Thank you. Over to you, Aparna. Aparna Iyer: Thank you, Srini. Good evening, ladies and gentlemen, and wish you all a very, very happy new year. Let me share a quick update on the financial performance. Our IT services revenue for quarter 3 grew 1.4% sequentially in constant currency terms and 1.2% sequentially in reported currency. Revenue grew 0.2% year-on-year in reported terms, while declining 1.2% year-on-year in constant currency terms. Our constant currency revenue growth numbers included 0.8% as contribution from the HARMAN DTS acquisition that was closed in quarter 3 '26. Our operating margin for the quarter was 17.6%, an expansion of 40 basis points over the adjusted operating margin for Q2 and 10 basis points improvement on a year-on-year basis. I would also like to highlight that this is one of our best margin performance in the last several quarters. As we move to Q4, we will need to factor for incremental dilution of HARMAN DTS. That said, our endeavor, as always, will be to maintain the margins in a similar band as in the last few quarters. Adjusted net income for the quarter was INR 33.6 billion, and adjusted EPS for the quarter was at INR 3.21, an increase of 3.5% quarter-on-quarter and flat year-on-year. Moving on to our strategic market unit and sector performance. All the numbers I will share will be in constant currency. Americas grew 1.8% sequentially and grew 2.8% on a year-on-year basis. Americas 2 declined 0.8% sequentially and 5.2% on a year-on-year basis. Europe grew 3.3% sequentially and declined 4.6% on a year-on-year basis. APMEA grew 1.7% sequentially and 6.6% on a year-on-year basis. From a sector standpoint, BFSI grew 2.6% sequentially and 0.4% year-on-year. Health grew 4.2% sequentially and 1% year-on-year. Consumer grew 0.7% sequentially while declining 5.7% year-on-year. Tech and Com grew 4.2% sequentially and 3.5% on year-on-year terms. EMR declined 4.9% sequentially and 5.8% year-on-year. To give an added color, Capco was flat on a year-on-year basis in Q3. Before I move on to other financial parameters, I'd like to draw your attention to 2 specific one-off charges that we took in our P&L that also impacted our net income. These changes are not included in our -- these charges are not included in our IT Services segment margins. First is an increase of INR 302 crores towards gratuity expenses due to implementation of the new labor code. Second is regarding the restructuring exercise that was completed during the quarter and its impact is about INR 263 crores. I'd like to confirm that we've now completed the restructuring we wanted to do and do not anticipate any further charges. Our operating cash flow continued to be higher than the net income and stood at 135% of net income for quarter 3. Our gross cash, including investments is now at $6.5 billion. Our net other income in Q3 grew 15% sequentially. Accounting yield for the average investments held in India was at 7.2%. Our effective tax rate at 23.9% for Q3 '26 was better than the quarter -- same quarter last year of 24.4%. In terms of our guidance, we would like to reiterate what was stated by Srini. We expect our revenue from the IT Services business segment to be in the range of $2.635 billion to $2.688 billion. This translates to a sequential guidance of 0% to 2% in constant currency terms. Our guidance includes the incremental 2 months of revenue from HARMAN DTS. It is impacted by fewer working days in Q4 and certain delayed ramp-ups in some of the large deals that we won earlier in the year. Lastly, I'd like to share with you that in our recently concluded Board meeting, the Board of Directors have declared an interim dividend of INR 6 per share. With this payout, the cash distributed to our shareholders during the current financial year will be in excess of $1.3 billion, and we will be able to significantly exceed the minimum threshold that we had laid out in our capital allocation policy for the block ending financial year 2026. With that, I'm going to ask Yashasvi to open it up for Q&A. Operator: [Operator Instructions] We'll take our first question from the line of Nitin Padmanabhan from Investec. Nitin Padmanabhan: I had a couple of questions. So one is, I think this quarter, we lost almost $24 million of revenue in energy manufacturing resources. Just wanted your thoughts on that vertical. And how do you see the deal pipeline there? When do you think this can sort of turn around? The second is you alluded to some delays in ramp-ups impacting growth for next quarter to give some -- if you could give some color there. I presume this is related to the large deals. By when do you see this sort of beginning to ramp going forward? And third, where are we expecting to have the wage hike cycle. Those are the three. Aparna Iyer: So Nitin, I'll take your second question. And then on EMR, I'll ask Srini to answer, and on attrition, we have Saurabh here, he could take that on hike -- salary hike sorry. Nitin, in terms of our large deal conversion, each deal is different. One of the significant deal wins we had in Q4 of the last financial year, Phoenix is now fully ramped up and its revenue is fully realized and it's part of our quarter 3 performance. So that's on track. Some of the other deals, given the nature of the deals that we won, we've earlier also highlighted that these deals will take a few quarters to ramp up. So it's a question of it coming in through the course of the next few quarters. And therefore, we have called it out saying that in Q4, we may not be able to realize the full impact and therefore, we're calling it out. The other lever that is playing out is typically furloughs do come back, but Q4 continues to have lower working days, which is not really sometimes offsetting for those furloughs. And therefore, we've given you the guidance we have. But these deals should continue to convert. This deal a little different. We are confident it will take some time, but it will ramp up. Srini, You want to talk on EMR and then Saurabh can talk. Srinivas Pallia: Thanks, Aparna. Happy New year, Nitin. As far as EMR is concerned, our performance in this sector clearly has been impacted based on the macroeconomic uncertainty, we have seen some during tariff related and also some disrupted supply chain issues that we faced. However, our pipeline continues to remain strong in the sector. And essentially, the significant pipeline is around either vendor consolidation or cost takeout. And if I were to give a little bit of color to our specific segments, we have -- we see good momentum in energy in both Americas and Europe, and as far as manufacturing is concerned, we are seeing that in Europe. Also, our Capco business, which is doing some -- is also seeing some traction on the energy consulting side. So net-net, that's the situation that we have right now with the EMR, Nitin. Over to you, Saurabh. Saurabh Govil: Salary hikes, we will take a call in the next few weeks in terms of doing it. Our intention is to look at it this quarter, but we'll confirm it in the next couple of weeks. Nitin Padmanabhan: Perfect. That's helpful. Just one clarification. Do you think EMR should start getting back to growth sometime next year? That's the last question from my end. Srinivas Pallia: As far as EMR concerned, Nitin, I'll just repeat that. One is the pipeline. Like I said, specifically, we have good momentum on the pipeline in energy in both Americas and Europe. And as far as the manufacturing is concerned, it's in Europe. I think our focus right now is to convert these deals and then that should drive the revenue growth for us. And we are just getting focused on winning some of those deals, Nitin. Nitin Padmanabhan: Perfect, very helpful. Thank you so much and all the very best. Aparna Iyer: Thank you. Srinivas Pallia: Thank you. Operator: Next question is from the line of Vibhor Singhal from Nuvama Equities. Vibhor Singhal: Congrats on a solid performance. So Srini, my question was mainly on the -- basically the consumer vertical. You mentioned about the challenges in the EMR vertical. Banking has been doing well for us. In the consumer vertical, the growth was tepid in this quarter. We continue to decline on a Y-o-Y basis. How do you see the outlook in this vertical? We know this vertical also has been impacted a lot by the tariff uncertainty that has basically impacted the producers. But any -- in your conversation with the clients in terms of our interactions in the pipeline, do you see it turning the corner in coming quarters? Or do you think it will be some time before some clarity emerges in this vertical? Srinivas Pallia: Thanks, Vibhor. If you look at our consumer sector, clearly, if you recollect, I talked about it before as well that the tariffs had an impact on this, and that is reflected in our numbers. And also, if you reflect, there was a large SAP program, which was put on hold last year by our customers. And again, the client is yet to reinitiate. And that is one of the things that is impacting our year-on-year performance as well in this particular thing in this particular market sector. However, the overall trend that we see right now is mixed here for us in consumer. Some of the wins we had earlier this year is slowly ramping up, and that should support the growth in this sector. I do not have -- from a quarter 4 perspective, whatever growth we are seeing, that's baked into our forecast number. Vibhor Singhal: And similar thing on the -- basically [ tech ] vertical. I know it's not that big a vertical, but I think both tech and health vertical appear to be doing good. Any specific project ramp-up that we saw in this quarter, which led to this growth? Or do you think it's a growth which we can sustain in the coming quarters as well? Aparna Iyer: Sorry, which sector did you refer to Vibhor? Vibhor Singhal: Aparna tech and the health care verticals, both of them separately. Aparna Iyer: In some sense, in health care, we've been consistently doing well, and we've had both in our year-on-year performance. Seasonally, obviously, we have the open enrollment season that really does improve our health performance in Q3. So that has also added to the performance. In terms of our tech and, we've continued to do well in some of our large technology players. And there is a little bit of the HARMAN acquisition numbers, which is also reflected in the overall sector's performance. And I think communications in general have done -- has been better for Europe and APMEA. That's the color I can give you. Vibhor Singhal: Perfect. That's really helpful. But -- just one last question from my side. You mentioned about the few headwinds in Q4 that you would be facing. And if I look at our guidance, 0% to 2% in the consolidated level, and if we were to, let's say, extrapolate the 2-month incremental impact of HARMAN acquisition, the organic growth will probably fall somewhere between minus 1.5% to plus 0.5%. Is that the right understanding? And is the reason for that very much as you mentioned in your opening remarks as well. Aparna Iyer: Vibhor for some reason, we are not able to hear it clearly. Can you just slow down the question? Vibhor Singhal: Yes, can you hear me? Operator: I'm sorry, his line is disconnected. We'll move on to the next question. [Operator Instructions]. Next question is from the line of Ravi Menon from Macquarie. Ravi Menon: Congrats on a really strong margin performance this quarter. Now that you've come to sequential growth even in a seasonally weak quarter, I surprised that organically, we seem to be hinting at a slight decline possibly at the lower end of our guidance next quarter. And Capco should also be coming out of from the furloughs that it's had this quarter, right? So could you talk a bit about that? And beyond that, do you think that sequential growth is possible looking at the pipeline and the slight improvement possibly if we have on the demand environment? Aparna Iyer: So I will ask Srini to talk through the demand environment. You know we guide based on the visibility that we have at the start of the quarter. I've shared with you that some of the furloughs that typically does come back has been partially offset by the lower working days that we are also seeing this year. And to that extent, we are seeing some softness continue, right? But that said, our endeavor would be to obviously execute the quarter better through this next 90 days, right? Srinivas Pallia: So Ravi, if I look at it, there is no significant change in the demand environment. specifically the discretionary spend as the uncertainty continues. Second, January is the time when many of our customers will finalize their budgeting process. We'll have a much better understanding and view of where they are going to spend. But having said that, if I look at the current pipeline that we have, a significant piece of this pipeline is around cost optimization and vendor consolidation, which are the key levers for our clients. And they are using this as a lever for savings, and they want to reinvest these savings into AI capabilities and also some of the advanced transformational projects that they want to do. For us, we believe this is an opportunity for us to capitalize on this, and we'll make strategic bets in each of these sectors and markets, continue to invest in our clients to do this. From a full year visibility, like Pana said, there is uncertainty in the market and customer continue to remain in wait and watch mode. At this stage, our guidance represents best visibility we have. And if there are any further updates, we will definitely share, Ravi. Ravi Menon: And the -- you talked about vendor consolidation and cost takeout and clients actually using those savings for transformation. Are they actually giving both to the same vendor? Or do they prefer to split that out? What that you're seeing at least in the wins that you have? Srinivas Pallia: So Ravi, it's a mix. There are certain clients who are doing that and continuing with the current partners. And there are certain clients who are changing, and there are certain clients who are increasing the scope and using multiple partners as well. So it clearly varies from client to client. Ravi Menon: And one last question on the HARMAN DTS. Which segments do you think this really improves your possibility of win rates? Srinivas Pallia: So Ravi, if I understand the question, how the HARMAN DTS acquisition will help us, right? Ravi Menon: Correct. Yes. which sectors do you expect the win rates to improve? Srinivas Pallia: So clearly, HARMAN brings in both design to manufacturing capabilities and AI-powered product innovation. In that context, clearly, the sweet spot for a combined unit is, especially the engineering global business line that we have is the tech and com sector. That's, I think, primarily the one where we see a significant opportunity. And the other 3 sectors, I would pick are health, consumer and EMR, Ravi. Operator: We'll take our next question from the line of Sandeep Shah from Equirus Securities. Sandeep Shah: Just the first question is because of delay in ramp-up of deal wins of the last 2, 3 quarters, is it fair to assume if those ramps up in the first quarter next year, then the seasonal softness, which generally comes in the first quarter may not be true next year? Aparna Iyer: So Sandeep, yes, in some sense, that will be the objective that we ramp up enough so that we can offset for some of the weakness that could arise. That said, we don't guide for Q1, but we would like to clarify that it's just delayed and some of those do take time to ramp up and confident that it will ramp up and we will keep you posted. Sandeep Shah: Okay. Just Aparna, I wanted to understand the guidance on the margins, which you said narrow band compared to Q3 margins or earlier range? Aparna Iyer: So you again know we don't guide for margins. You've seen our performance over the last 8 quarters. We've consistently improved, right? I think all credit to the team, we have been fairly resilient on margin, and we will continue our endeavor to keep it. But that said, we will have to invest for growth. And that's the #1 priority, right? We've acquired DTS HARMAN, and that will mean an incremental dilution to our margins that we will have to absorb. So we continue to chase and win large deals and they come with a different margin profile. And these are very important investments we'll have to make. And there will also be decisions that will have to be made on wage increases that Saurabh spoke of. A lot of moving parts. Our endeavor is going to be to make sure that we keep it in that band of 17% to 17.5%. If you recall, we had said that while we stated that band with the acquisition, we will see pressure to that. Right now, we are continuing to hold that band, which itself is a positive. But like I said, we will have to take it quarter-to-quarter. There will be some quarters where we will have to invest in our people, in our deals, in our clients and for growth. So we will make those trade-offs. Sandeep Shah: Yes. Just last couple of questions. The deal TCV in this quarter, both on large deal and total has been slightly softer versus very strong momentum in the earlier 3 quarters. So any reason where is it the client decision-making being slowed down or it's the intense competitive pressure, which has led to some decline in the win ratio? Aparna Iyer: Yes. Typically, like I said, some of these deals, they tend to club, right? We are contesting a lot of large deals. They are in the cycle. We are hopeful of closing them. You will continue to see the momentum on large deal wins. At $1 billion or maybe we are just shy of $100 million. That's been the normal trajectory. Obviously, in the first half, we had a few mega deal wins, 4 to be specific. We hope to win more, right? So I wouldn't read into it in terms of slower decision-making cycle or competitive pressure. I would just say that they tend to lump up. We have a lot of good deals, and we will see the momentum pick up. Sandeep Shah: Okay. And just the last question, Aparna with the war chest of $6.1 billion, though we are distributing dividend, but is it fair to assume that buyback continues to remain one of the options in the mind to give this excess cash back to the shareholders? Aparna Iyer: We have said that buyback will continue to be a means by which we will return cash to our shareholders. It's certainly an option on the table, and we will consider it at an appropriate time. Sandeep Shah: Okay, thanks and all the best. Aparna Iyer: Thank you. Operator: Next question is from the line of Kumar Rakesh from BNP Paribas. Kumar Rakesh: I have just one question. Srini, do you think given the kind of mix which you have, both of vertical and the capability at Wipro, you would be able to get back in line with the industry average revenue growth -- or would it make sense to just slow down your margin, get to mid-teens sort of a margin, be able to better compete with some of your peers, maybe peers as well or maybe acquire some of the companies to reset the mix. What's your thought on that? Srinivas Pallia: Kumar, clearly, first, if you look at our inorganic strategy, it is very clearly aligned to the strategic priorities we called out. We constantly look for sectors and the markets combination in terms of where we need to invest, where we need to acquire new capabilities. And if you look at specifically HARMAN DTS, clearly, it's giving us a combination of both what I would call as capabilities and also a few new markets that they are already in. So we will -- we continue to look at opportunities for us, Kumar, as we continue to move forward. Our strategy is both growing our organic and inorganic and continue to invest in inorganic. And you are right, we do have cash. And as far as that is concerned, it is an opportunity for us to look at the market, scan the market and do the right investment that makes it a win-win for us. Operator: Next question is from the line of Rishi Jhunjhunwala from IIFL. Rishi Jhunjhunwala: Just wanted to understand ex of HARMAN doesn't look like there would be much of a sequential growth in 4Q and 1Q, as we were discussing earlier in the call, historically has had some weak seasonality. I noticed a pretty sharp increase in our overall headcount in this quarter. So just wanted to understand, given the outlook for the next couple of quarters, what is driving this? And how do we read that? Saurabh Govil: The headcount for this quarter is primarily driven from 2 things. One is the acquisition, DTS acquisition. And second is one of the large deals in Phoenix, we had done as reding. I think when we ramped up the deal. So that's been the reason for seeing the ramp-up in this quarter. Otherwise, from a hiring standpoint and supply side, I don't see a challenge. Attrition has been at 2 percentage low for the quarter, trending the same in the next quarter. We are going to go to the campuses again. We had taken a bit of a hiatus in this quarter -- next quarter. So from a supply side, utilization is looking up net of the furloughs, which we -- net of the leaves which people have taken. So we are fairly confident in the headcount supply side to manage the demand. Rishi Jhunjhunwala: Understood, sir. The second question is just wanted to understand this restructuring cost that we have booked in our financials. Is it in the same nature as what we did in 1Q? And if not, if you can give some color around that? Saurabh Govil: The restructuring basically has pivoted on obsolete skill and primarily in 2 areas. One is in Europe, where we have a tough labor laws and second is in Capco. These are the 2 big areas that we did that, similar to what we have done in Q1. Rishi Jhunjhunwala: Understood. And just last thing, there was a bookkeeping question. There is a spike in D&A in this quarter. Any particular reason? And is that a normalized level going forward as well? Aparna Iyer: We have taken a provision for bad debt charge. And I think that's the line item that will show an increase. That's in the usual course of business. You should see that go off starting next quarter. Rishi Jhunjhunwala: Aparna, I was asking about depreciation and amortization? Aparna Iyer: Okay. And typically, we do assess the intangibles every year. And if -- based on the expected forecast, et cetera, sometimes we tend to accelerate such amortization. In this quarter, we did accelerate some amortization towards one of the earlier acquisitions, and that's reflected. And that should also normalize. However, we will have an increased amortization charge coming in for the DTS HARMAN. So yes, you should wait for the next quarter to get some more normalized then... Operator: Next question is from the line of Kawaljeet Saluja from Kotak Securities. Kawaljeet Saluja: I had just a couple of questions for you. First is that at $6.5 billion, it seems that you have plenty of excess cash. So how do you intend to flush this excess cash out? Would it be through dividends or is buyback on the cards? And if buyback is on the cards, then what are the considerations set required to move towards that path? That's the first question. Aparna Iyer: Okay. You're right. We did note that we've been having excess cash. And as a result of that, last year, we had increased our capital allocation. And we've said that we would start increasing our dividend payout. We did that. We paid out INR 6 in the last financial year. This year, we've almost paid INR 11 per share, which is about $1.3 billion. We should opt -- nearly account for like -- if I had to just annualized our YTD EPS is about 88%, 89% of that. So at least what the increased dividend is doing is we're not adding to the excess cash and leaving enough for watches for whatever acquisitions and organic investments we need to make. Is buyback an option to still consider in terms of returning excess cash to shareholders? Indeed, it is. And what are the considerations for that, we will have a discussion with the board on that, and we will come back considerations include whether we have enough net cash available in order to pursue the investments we need, and we will keep the market posted, Kawal. But other statutory considerations are quite in the place for buyback. Kawaljeet Saluja: Can you repeat that last part again? I missed it. Aparna Iyer: I said there are some statutory considerations that you can't do a buyback within 12 months. You can't do it if there is a merger pending for NCLT, et cetera. None of that is -- I mean, all of that is conducive, Kawal, for us.. Kawaljeet Saluja: So let's say, if you had to theoretically decide to do a buyback, today, you can do that. Whereas in the past, there was an NCLT process or merger, which would have acted as an impediment -- there is no such impediment. I mean you can do that as and when you feel it's the right time. Is that the way to look at it? Aparna Iyer: Yes. Absolutely. Kawaljeet Saluja: Noted. The second question is for you and Srini. Let's say, if those 2 mega deal ramp-ups were not delayed, then what would the guidance have been for, let's say, the March quarter? Any way to detail it out either quantitatively, which may be difficult or even qualitatively, that will be very helpful to understand the growth trajectory. Aparna Iyer: Obviously, we can't talk about it quantitatively, Kawal. And qualitatively, like I said, it's only delayed. these ramp-ups should happen. And each deal is different in its nature, right? For example, something like Phoenix, which was entirely net new and fully where there was a clear go-live date and readiness, we've been able to do that, and that's fully into our revenue starting Q3. So that played out perfectly to plan, right? Now in some of the other larger deals that -- or mega deals that we could be winning in terms of vendor consolidation, these deals typically have both an element of renewal and new. Obviously, the renewal is fully in and that continues, and we're not seeing any changes in terms of the expectations. In case of the new, the element of new, some of these things are taking longer, either due to client situations where there could be some changes in the client environment that they're going through and therefore, there is a little bit of a delay in terms of the timing of the ramp-up or it could just be the nature of how it is going to play out, right? Because we will have -- it will take 6 quarters. That's what I earlier alluded to. So it is going to take that time. And we are hopeful that this will flow through in the coming quarters. Kawaljeet Saluja: Noted. Thank you so much. All the best. Aparna Iyer: Thank you. Thank you Kawal. Operator: Thank you. Ladies and gentlemen, that was the last question for today. I would now like to hand the conference back to Mr. Abhishek Jain for closing comments. Over to you, sir. Abhishek Jain: Yes. Thank you all for joining the call. Have a nice day. Thank you. Operator: Thank you. Thank you, members of the management team. On behalf of Wipro Limited, that concludes this conference. Thank you for joining us, and you may now disconnect your lines.
Operator: Good morning, and welcome to State Street Corporation's Fourth Quarter and Full Year 2025 Earnings Conference Call and Webcast. Today's call will be hosted by Elizabeth Lynn of Investor Relations at State Street. We ask that you please hold all questions until the completion of the formal remarks, at which time you will be given instructions for the question and answer session. Today's discussion is being broadcast live on State Street's website at investors.statestreet.com. This conference call is also being recorded for replay. State Street's conference call is copyrighted and all rights are reserved. This call may not be recorded for rebroadcast or distribution in whole or in part without the expressed written authorization from State Street Corporation. The only authorized broadcast of this call will be housed on State Street's website. Now I'd like to hand the call over to Elizabeth Lynn. Elizabeth Lynn: Good morning, and thank you all for joining us. On our call today, our CEO, Ron O'Hanley, will speak first. Then John Woods, our CFO, will take you through our fourth quarter and full year 2025 earnings presentation, which is available for download in the Investor Relations section of our website, investors.statestreet.com. Afterward, we'll be happy to take questions. Before we get started, I'd like to remind you that today's presentation will include results presented on a basis that excludes or adjusts one or more items from GAAP. Reconciliations to these non-GAAP measures to the most directly comparable GAAP or regulatory measure are available in the appendix to our presentation. In addition, today's call will contain forward-looking statements. Actual results may differ materially from those statements due to a variety of important factors, including those referenced in our discussion today as well as in our SEC filings, including the risk factor section in our Form 10-Ks. Our forward-looking statements speak only as of today, and we disclaim any obligation to update them even if our view should change. With that, let me hand it over to Ron. Ron O'Hanley: Thank you, Liz. Good morning, everyone, and thank you for joining us. Our fourth quarter results represent a strong finish to another successful year for State Street. We entered 2026 with momentum and a proven strategy that continues to deliver strong results and meaningful value for our clients, shareholders, and employees. Our progress reflects the strategic actions and investments we have made in recent years, deepening and broadening our capabilities while elevating our client value proposition, which have strengthened our position as our client's essential partner, enabling us to compete from a position of great strength. This solid foundation positioned us well to capitalize on a dynamic yet constructive market environment in 2025 and deliver another year of accelerating financial performance. Notably, 2025 marked our second consecutive year of positive operating leverage and pretax margin expansion, and our 4Q results represent the eighth straight quarter of positive operating leverage excluding notable items. Our strong financial performance underscores the effectiveness of our strategy, and in 2025, we built on that success with a number of key strategic milestones that I will detail shortly. These actions reflect our disciplined focus on reinvesting to drive near-term and long-term growth across our franchise, enhance client experience and capabilities, and further strengthen our platform while delivering strong shareholder returns. We are excited about the client opportunities ahead and the significant potential being unlocked by the next generation of our operating model transformation, particularly as we further leverage and embed AI-enabled capabilities throughout the franchise. With that strategic context, let me turn to our fourth quarter and full year highlights on Slide two of our investor presentation. Starting with financial performance, excluding notable items, which John will address shortly, we generated strong fourth quarter EPS growth of 14% year over year, supported by both record quarterly fee and total revenue. Healthy positive operating leverage in 4Q helped to drive pre-tax margin to 31% excluding notable items. Our full year results were similarly strong. Excluding notable items, earnings per share were $10.3, up 19% year over year, supported by strong revenue growth and growing margins. For 2025, we delivered strong positive operating leverage, expanded pretax margin by more than 150 basis points, and achieved return on tangible common equity of 20%, excluding notable items. As we look ahead, our attention is firmly focused on capturing the opportunities before us. Shifts in investor demand, advances in technology, and an evolving regulatory landscape are creating new opportunities for both us and our clients. In response, we meaningfully advanced a number of key strategic initiatives last year and are creating new distinctive capabilities that enhance client engagement, open doors to strategically attractive markets, and further streamline our operations and technology platform, all of which are designed to support continued strong financial performance. Within investment services, which surpassed $50 trillion in AUCA for the first time in 2025, we are encouraged by rising client satisfaction and the good momentum in alpha client onboarding, including meaningful progress with large development partners. We are drawing on our heritage of technology-driven innovation and investment services by delivering next-generation tools, digital platforms, and client solutions aimed at helping our clients succeed in a constantly evolving market, while strategically pivoting State Street to faster-growing segments of the market. Our strong industry position in private markets servicing is a clear example, with related servicing fees growing at a double-digit year-over-year pace in 2025. A further illustration is in the digital assets ecosystem. We finalized and recently launched our digital asset platform, which will enable tokenization of assets, funds, and cash for institutional investors, unlocking new efficiencies, improving liquidity, and creating opportunities for growth. As a result, we are strategically positioning State Street to be the bridge between traditional and digital finance and the connection point among digital asset platforms. Another example is in the wealth services market, which presents a highly attractive opportunity for expansion and long-term growth. In 2025, we strategically advanced our capabilities in the space through a partnership and minority investment in APEC's fintech solutions. This action enables us to capitalize on new opportunities and significantly strengthen our market position, and we are confident that this partnership will deliver positive results this year. This combination of distinctive capabilities and high service quality, coupled with targeted strategic expansions, enables us to meet our clients where they are going while maintaining price discipline. Within our investment management business, over the last several years, we have innovated at pace, with a focus on expanding product and distribution capabilities. These actions are now delivering strong results. State Street Investment Management ended 2025 with record quarterly and full-year management fee revenue. We were also delivering a consistent trend of solid asset growth, as 2025 marked its third consecutive year of net new asset growth above 3%. This consistent organic growth helped drive period-end AUM to an all-time high of $5.7 trillion, just two quarters after surpassing the $5 trillion mark for the first time. These results also reflect our ability to innovate in the strategic growth initiatives we executed in 2025. We launched a record 134 new products across our management business, expanding our capabilities and delivering greater value to clients. Within our ETF franchise, this included innovative alternatives offerings developed through partnerships with Apollo Global Management, Bridgewater Associates, and Blackstone. We also introduced 11 sector SPDR premium income ETFs and expanded our suite of actively managed target maturity ETFs, further strengthening our fixed income and retirement capabilities, both of which are core strategic priorities. Throughout 2025, our investment management business also cultivated a series of strategic partnerships that strengthen our investment distribution and technology capabilities and position us for future growth. Early in the year, we invested in Ethic, a technology leader that enables wealth advisers to build tailored client portfolios at scale. We also established a strategic relationship with Smallcase, India's largest model portfolios platform, and partnered with Van Lanschop, Kempen Investment Management to drive further growth in Europe. In addition, we made a strategic minority investment in Collard Capital, one of the world's largest dedicated private market secondaries managers. And after quarter-end, we also announced a strategic minority investment in Grow AMC, the asset management arm of one of India's most innovative and fast-growing digital investment platforms. Within our State Street markets franchise, we have focused on strategically expanding and deepening client relationships in recent years, which is delivering positive results. We generated double-digit full-year fee revenue growth across both FX trading services and securities finance in 2025, supported by higher client volumes. As a testament to the strength of our markets franchise and the value we deliver to clients, in 2025, we are proud to see State Street recognized with eight category wins in Euromoney's FX awards, doubling our achievements for 2024. Turning to our operational model, I am pleased to report that we achieved our full-year productivity savings target of $500 million in 2025, or 5.5% of our underlying cost base. Over the last five years, we have generated nearly $2 billion cumulatively in productivity and other savings, including significant recurring cost benefits. This achievement has enabled us to aggressively reinvest in our business, which in turn is driving revenue growth, positive operating leverage, and increasing returns to shareholders. We are intensely focused on capturing the additional opportunities ahead of us, with technology-led innovation and transformation among the most significant. Our next-gen transformation initiatives, underpinned by our growing AI-enabled capabilities and associated AgenTx, are building a stronger foundation and new platforms that aim to even further improve efficiency and empower smarter decisions. We are positioning State Street to set new industry standards and fundamentally transform the way we and our clients work. Turning to our solid financial position, our strong balance sheet enabled us to return over $2.1 billion in capital to shareholders in 2025 through common share repurchases and dividends. To conclude, 2025 marks several strategic and performance milestones for State Street, reinforcing the effectiveness of our strategy as we enter 2026 with clear momentum. Our continued improvement is supported by a range of tangible proof points, including stronger financial performance, expanded innovation and product capabilities across our franchise, and ongoing technology-led transformation of our operating model and client experience. We are focused on the growth opportunities ahead through effective execution of our strategic priorities and leading with client service excellence. I am optimistic about 2026 and confident in what we will achieve next as a firm. Advancing transformation to enhance how we operate and serve clients and further embedding digital and AI-enabled capabilities more deeply across the organization are the foundation of our one State Street approach to unlock the full value of our franchise by connecting capabilities for clients as demonstrated results and has even greater potential. Continuing to accelerate growth in private markets to strengthen our position as an industry-leading platform and operator, driving continued innovation in our investment management business, and executing against our growth opportunities in wealth services are enabling us to strengthen our core. Finally, we are advancing innovation in digital assets and digitizing capabilities in a space that is reshaping financial services. These are ambitious steps designed to position us and our shareholders for long-term success. With that, let me turn the call over to John, who will take you through our results in more detail. John Woods: Thank you, Ron, and good morning, everyone. Picking up on slide three, I will review our fourth quarter and full-year financial results, all on an ex-notable basis. Fourth quarter highlights include a year-over-year fee revenue growth of 8%, higher net interest income and net interest margin, continued capital return, and robust EPS growth of 14%. Our pretax margin in the quarter improved to approximately 31%. Return on tangible common equity increased to 22%, and we generated operating leverage of over 100 basis points. For the full year, we delivered record total revenue of approximately $14 billion, up more than 7% from the prior year. Record fee revenue of $11 billion increased 9% year over year, reflecting broad-based growth across investment services, investment management, and State Street markets. Expenses of $9.8 billion increased 5%, primarily driven by an increase in strategic initiatives to enhance client-facing capabilities, investments in the ongoing transformation of our technology platform, and higher operating costs net of productivity savings. We ended the year with record AUCA and AUM, driven by higher market levels and continued strength in flows across investment servicing and investment management. Our capital and liquidity positions remain strong, giving us flexibility to support clients and invest in future growth. Taken together, we generated operating leverage of nearly 220 basis points and a pretax margin of approximately 29%, up from 28% in 2024. These results supported EPS growth of 19% and an increase in return on tangible common equity from 19% in 2024 to 20% for the year, underscoring the strong momentum across our businesses and providing a solid foundation as we enter 2026. Finally, notable items totaled $206 million pretax in the fourth quarter, or $0.55 per share after tax, primarily reflecting repositioning charges associated with our ongoing productivity efforts, as well as an FDIC special assessment release included in other notable items. Turning now to results for the fourth quarter, starting on slide four, servicing fees increased 8% year over year, primarily reflecting higher average market levels, net new business, and the impact of currency translation. Record AUCA of $53.8 trillion increased 16% year over year, driven by higher period-end market levels and positive client flows. In 2025, we made meaningful strides in our investment services business with servicing fee revenue wins of approximately $330 million, surpassing $300 million for the third consecutive year while continuing to onboard new business at a healthy pace. As Ron mentioned, we are pleased with the strategic process we are driving across our investment services business and our focus on key growth areas, including private markets, wealth services, and digital assets, which is positioning us for continued momentum. I would emphasize the private markets business in particular, which continued to demonstrate strong growth of 12% in 2025 and now represents approximately 10% of servicing fees, up from 9% in 2024. Moving to slide five, the fourth quarter represented the culmination of a record year in investment management revenue, delivering a strong finish to 2025 and reinforcing the strength of our platform. Management fees increased 15% year over year to a new quarterly record of $662 million, driven by higher average market levels and quarterly net inflows of $85 billion, supported by strong performance across our ETFs, cash, and institutional segments. Assets under management increased 20% from the prior year to an all-time high of $5.7 trillion, reflecting higher period-end market levels and continued client inflows. As indicated, innovation remains a cornerstone of our investment management strategy and is driving business momentum. In the fourth quarter alone, we launched 37 new products, further expanding our suite of client solutions and positioning us for continued net new asset growth. Turning to slide six, State Street markets posted a strong fourth quarter, achieving solid year-over-year growth in both FX trading services and securities finance. FX trading revenue increased 13% year over year, supported by continued engagement with investment services clients. Despite a meaningful decline in currency volatility, our fourth quarter performance benefited from strong client franchise growth and healthy activity across all of our trading venues. Securities finance revenues increased 8% year over year, primarily driven by higher client lending balances. Moving to slide seven, software and processing fees declined 15% year over year in the fourth quarter, primarily driven by lower on-premises renewals. This is partially offset by a 7% increase in software-enabled revenues, reflecting strong client engagement with 11% year over year, about $420 million in the fourth quarter, and our front office revenue backlog increased approximately 16% year over year, reinforcing the differentiated value proposition offered to clients across both public and private markets. Turning now to slide eight, fourth quarter net interest income of $802 million was up 7% year over year, reflecting a three basis point expansion of net interest margin to 1.1% and an increase in average interest-earning assets. Year-over-year NIM expansion was driven by improvements in both our interest-earning asset and funding mix, partially offset by lower market rates. On the interest-earning asset side, continued securities portfolio repricing was complemented by the positive impact of runoff from terminated hedges on loan yields. Our funding mix benefited from a reduction in short-term wholesale funding associated with our balance sheet optimization efforts. Growth in interest-earning assets primarily reflected continued client-driven loan growth and higher investment securities balances, all supported by healthy deposit growth. On a sequential basis, NII increased 12%, driven by an improvement in NIM, partially offset by a decline in average interest-earning assets. Sequential NIM expansion reflected an improved interest-earning asset mix, driven by continued securities portfolio repricing and benefiting from the runoff from terminated hedges on loan yields. Our funding mix also improved quarter over quarter, reflecting lower short-term wholesale funding as well as an improved deposit mix, primarily due to seasonally higher noninterest-bearing deposits. Turning to slide nine, expenses increased approximately 6% year over year in the fourth quarter, excluding notable items. Expense growth was primarily driven by an increase in strategic initiatives and technology investments, along with higher operational costs net of productivity savings. Compensation-related costs increased 6% year over year, excluding notable items, reflecting higher salaries and incentive compensation as well as currency translation, partially offset by headcount reductions related to process improvements and the ongoing simplification of our operating model. We continue to deliver productivity improvements in the fourth quarter, achieving approximately $500 million in productivity and other savings for full-year 2025 and meeting the target established at the start of the year. These savings created capacity for incremental investments across key strategic growth priorities and for the investment in ongoing transformation activities. Moving now to slide 10, our capital position remains strong and well above regulatory minimums, providing flexibility to support client activity and advance our strategic priorities. At quarter-end, our standardized CET1 ratio was 11.7%, up approximately 40 basis points from the prior quarter, primarily reflecting a decline in risk-weighted assets, with the largest driver being market dynamics in our FX trading and agency lending businesses. We returned $635 million of capital to common shareholders during the fourth quarter, including $400 million in common share repurchases and $235 million in declared common stock dividends, resulting in a total payout ratio of over 90%. For the full year, we returned over $2.1 billion of capital to common shareholders for a total payout ratio of roughly 80%. Turning to slide 11, I'll cover our 2026 outlook, which is on an ex-notables basis. I'll start by outlining the key assumptions underlying our current full-year outlook, which assumes global equity markets to be flat point to point in 2026, equating to the daily average being up roughly 11% year over year. Our 2026 interest rate outlook assumes two cuts by the Fed, one cut by the Bank of England, and no cuts by the ECD, all of which broadly align with the forward curves. We currently expect fee revenue to be up 4% to 6%, driven by continued momentum in servicing and management fees, reflecting higher average market levels and organic growth, and supported by continued solid client engagement in our markets business. Regarding NII, based on our current assumptions, we expect NII to be up low single digits for the full year, off a record 2025 print, with an expected improvement in net interest margin relative to 2025. We currently expect expenses to be up approximately 3% to 4%, driven primarily by the investments in strategic growth initiatives and ongoing transformation activities, as productivity and other savings are expected to largely offset the growth in recurring operating costs in 2026. We are also targeting a level of productivity and other savings that is comparable to 2025. Importantly, we currently expect to deliver positive operating leverage in excess of 100 basis points in 2026, which suggests the continued improvement in full-year pretax margin to roughly 30% this year. We expect an effective tax rate of approximately 22% for the full year. Lastly, we expect our 2026 total payout will be roughly 80%, subject to board approval and other factors consistent with 2025. And with that, operator, we can now open the call for questions. Operator: At this time, we'll open the floor for questions. If you would like to ask a question, please press 5 on your telephone keypad. You may remove yourself at any time by pressing 5 again. Please note, you'll be allowed one question and one related follow-up question. Again, that's 5 to ask a question. I'll pause for just a moment. Our first question will come from Glenn Schorr with Evercore. Your line is open. Please go ahead. Glenn Schorr: Hello. Thanks very much. So I think I see, like, 220 basis points of core operating leverage in 2025, and you look at the 100 plus expected for '26. Just want to unpack a little bit. On the one hand, you see good markets and an improved NII, and you'd love it to be bigger operating leverage and bring more to the bottom line. On the other hand, we want you to invest for growth and future gain. So I wanted to just at the high level hear how you think about that, and you could even weave in, and I won't ask a follow-up because this is the second one. Weave in, why doesn't AI at some point supercharge that ability to deliver better operating leverage and even better in good times? Thanks so much. John Woods: Yeah. Sure. And thanks for the question, Glenn. Let me unpack that a little bit. And there's a fair bit of management discretion and judgment about how we want to invest that's really baked into that operating leverage outlook for '26 that you're seeing. But first, let me start off with the revenue picture. You know, I think when you look at the guide and the fee revenue, we indicated an assumption of a flat market outlook for '26. You know, I think the way we see that is the balance point there being a little above the midpoint if, in fact, you know, markets are flat. So first and foremost, I think you could see that if you isolate the impact of market levels, you could see our revenues coming in a little above the midpoint of the fee revenue range. I wanted to get that out first and foremost. Secondly, I think what we are doing is baking in significant productivity savings to both, you know, what we were able and recognizing in '25 as around $500 million, and that number is going to grow a bit as you get into 2026. What that's allowing us to do is, for the most part, largely offset our ongoing run-the-bank type costs to support our existing platforms. And much of the remaining growth that you see of that 3% to 4% in expenses is really being decked against those multiyear investments in strategic initiatives that we're very excited about. And so we think that's a good balance point to, on the one hand, continue to drive overall margins higher. So you saw our progression in '25 where we got to around 29% margin year over year for the year. Our guide in '26 implies continued progress where we're getting to full-year margins of around 30%. And we actually delivered that in '25. So we have a good jumping-off point as we go into '26. But then there's the judgment that we should be investing in the multiyear opportunities that we're seeing in the servicing businesses and in the management fee business. Whether that's in private markets, wealth, digital, and a number of the other investments that you're hearing about in investment management. And then separately, you know, we're going to be ramping our investments in our multiyear tech-led transformation. And to your point on AI, that has been contributing for us in the past. That's going to be a much bigger part of the story as you get into 2026 and years beyond. So, you know, it's really a judgment call on balancing, continuing to drive key metrics higher while investing in multiyear attractive initiatives across our businesses. Ron O'Hanley: Yeah. Glenn, it's Ron. I just wanted to underscore a couple of things that John said. First of all, the guide does imply markets flat to year-end 2025, and we did that deliberately. I mean, our own house view at State Street Investment Management is suggesting markets will grow for a variety of reasons. But we wanted to do this to make it easier for each of you. You've got your own market view in here. And I think you know how markets affect our business. We can remind you all of that if that helps. So that's number one. Number two, we are investing at a very high level. We invested at a high level in 2025, and we're investing at an even higher level in 2026. The $500 million in productivity, which largely addresses what I would broadly describe as BAU expenses, will help offset a lot of that. And the point of that is that this is the moment we believe we should be investing in capabilities of technology, etcetera. But as John noted, I mean, there's some discretion in that. And if the market and conditions were to turn out to be very different this year, we've got some ability to modulate that. And then on AI, we're well underway in this AI transformation. We do have some savings embedded in that. That will occur at an accelerating rate as we hit '26 and into '27. Glenn Schorr: Thanks for all that detail. Appreciate it. Operator: Our next question will come from Betsy Graseck with Morgan Stanley. Please go ahead. Your line is open. Betsy Graseck: Hi, good morning. Can you hear me okay? Ron O'Hanley: Morning. Betsy Graseck: Alright. I did have a question on the digital transformation here. But first off, what are clients actually looking to do with you in digital assets? Could you help us understand, is this just crypto, or is it beyond that? Ron O'Hanley: Actually, relatively little of it is in crypto if you mean by crypto kind of Bitcoin and other cryptocurrencies. Right? It really is about the digitalization of transactions. So a fair amount of it is around how do you digitize and transform things like cash, money market funds into tokens? Number one. Number two, working with a lot of the digital rail providers to help them. One, in some cases, they need a partner like us, whether it's for, you know, reserve cash or things like that. But more importantly, to be able to make the bridge between traditional finance and digital finance. And I may have used this analogy before here, so forgive me if I have. But where we are in this space is like mid-1800s railroads. There's a lot of rails being laid. Not all of them are the same gauge. Everybody wants to charge everybody else to crossover from one set of rails to the other. And it's the role of somebody like us to actually enable that movement between and amongst these different rails. But if you think about our business, in the asset management business, we've got a big money market business. So you'll be seeing from us tokenized money market funds, which have lots of benefits that we can talk about if you'd like. In the services business, we, as you know, are the largest servicer of asset managers, and they all want to do similar things plus. In terms of digitalizing collateral, tokenizing money market funds, etcetera. So it's being able to enable those institutions to make this transition from traditional finance into digital finance and to do it in a cost-effective way. Betsy Graseck: Sure. What's the benefit of tokenized money market funds? Ron O'Hanley: We collateralize them. I mean, that's the most important. I mean, there's lots of others. There's, you know, the speed of settlement, things like that. But, I mean, the most important would be that. Betsy Graseck: And clients are interested in this in part for, you know, the perceived increased efficiency of asset funds movement and new asset classes. Is that fair? Ron O'Hanley: Yeah. That's, yes, that's part of it. And the other part of it is, I think, you know, we all have a view as to how this is going to turn out, but nobody can predict it with accuracy. So, for example, to the extent to which stablecoins become some kind of regular way of settling securities transactions, you need these kinds of capabilities to enable those that kind of cash, if you will, that digital cash to be able to settle a traditional securities transaction. Betsy Graseck: And should we expect the financial impact of the digital asset work that you're doing and the services that you will be providing to appear on the P&L in the near term, medium term, long term? Is it replacing current activity or in addition to current activity? How should we think about the financial impact for you? Ron O'Hanley: Yeah. So that's hard to predict. I think in the short term, it's not necessarily replacing activity on the margin. I suppose it is. But we're in this space where we call traditional finance and digital finance are the ladders coming up, but the former dominates volumes and will continue to dominate volumes. So part of this is preparing for a future that I think it's reasonable to expect it will come. It's uncertain as to when and how quickly. Betsy Graseck: Yeah. Okay. Thank you. Just a follow-up to John? Put an emphasis on the last point. It's not really going to be visible in '26. It's more of a medium-term matter. But all of the investments we're making now will position us so that we are relevant and part of that growth story over the medium term. Betsy Graseck: Got it. Thank you very much. Operator: Our next question will come from Ken Usdin with Autonomous. Please go ahead. Ken Usdin: Thanks. Hi. Good morning. Hey, John. On the NII side, a really strong exit and, obviously, you know, kind of already run rating above what the kind of guide implies on a quarterly basis from here. So I'm just wondering, can you detail what things do you think might have kind of over-earned on the NII side in the fourth quarter? That might not continue going forward. Thanks. John Woods: Yeah. Sure. I mean, yeah, we're feeling good about some of the early progress here as we start to think about managing for a stable and consistent NII with growing net interest margin, which is what our objectives are. So I feel very good about the strong print in the fourth quarter. That said, there were some, I would call it, some seasonal factors with respect to deposit mix that tend to moderate a bit. And so I think the primary contributor to that was our net interest, our non-interest-bearing balances in on the deposit portfolio. We had a really nice growth in that portfolio in the fourth quarter. That probably comes off a little bit as you head into '26. And that's the reason for why you couldn't and run rate 4Q. That said, I mean, you know, nevertheless, we printed net interest of 110 basis points. We're printing 100 basis points for the year, and we're calling for net interest margin rising as you get into 26. And I'd say it's probably, you know, net interest margin probably comes in a little lower than the run rate from April, but it comes in higher than what you saw last year. So somewhere the balance point is somewhere in the middle of that, and I think that underpins an expectation of net interest margin growth, you know, on a multiyear basis, you go over the medium term. Ken Usdin: Okay. Got it. And just a follow-up on you mentioned and we saw in the third quarter Q that terminated swaps burden should lessen. Can you kind of give us the third to fourth delta on that? If you have it in dollars? And then how do you expect that to traject as you get into next year? John Woods: Yeah. In the fourth quarter, I'd say terminated hedges are going to be a continued tailwind. There's some lumpiness, though, quarter to quarter. But I'd say I'd put it in the range of a couple of basis points a quarter round numbers, you know, with some lumpiness. But overall, that's going to be something that contributes, you know, it contributed about two basis points in the fourth quarter, and it will continue to have a positive impact as you get into 2026. Ken Usdin: Okay. Got it. Thanks, John. Operator: Our next question will come from Jim Mitchell with Seaport Global Securities. Your line is now open. Please go ahead. Jim Mitchell: Okay. Great. Good morning. John, maybe just following up on Ken's question a little bit, maybe a broader question. It seems like if I think about your NI guide and your NIM in the NIM discussion, it seems like maybe the implied balance sheet is pretty flat. I know you're looking to do a lot of optimization with the balance sheet. Is that a fair assumption? And maybe just walk us through some of the opportunities to optimize and how you're thinking about the balance sheet growth in '26? John Woods: Yeah. I mean, I think that's fair. I mean, I think when you think about '26, you know, in that low single-digit guide, you know, growing that interest margin, I'd say, you know, without much growth, maybe even a touch below where we ended where we came out in '25. Is what is what's implied by '26. And I think the point of that is that, you know, we're looking to think about balance sheet optimization across all the components of the balance sheet. And some of the early things we saw were in the short-term wholesale funding book, where there's some higher-cost funding that weren't really driving a lot of value in the investment portfolio. And so you'll see early days, a running some of that off. And so that may show total interest-earning assets and total funding declining, but it's noncustomer facing. And it's dilutive to net interest margin and in some cases dilutive to NII. So you get a win-win there when you run off some of those more wholesale, you know, associated portfolios that aren't necessary for other risk management-related matters, and it wasn't. We have significant liquidity, and so we're feeling good about all of that. But that's an area that I think continues to contribute a bit into twenty-six. Other areas of optimization, we're looking at the loans portfolio, we're seeing some opportunity to pull back on some of the thinner relationship activities and really just there's we have so much opportunity in our client base to have a broad relationship from a custody perspective and supplement that with lending opportunities. And we're really reserving our capital and liquidity for very attractive deep relationship lending. So we're doing a little bit of rotation there. Same in the investment portfolio where there's an ongoing repricing that's happening from a securities portfolio standpoint that happens naturally. From time to time, we find opportunities to accelerate and see opportunities across currencies to add value in the investment portfolio. So all of those things are what we mean when we say balance sheet optimization. It's part of what you do over time, but we're doing a little bit of catch-up in terms of some opportunities we saw in late 2025. And then finally, just ensuring that capital is being allocated to its highest and best use and, you know, optimizing across risk-based and leverage metrics, you know, pulls it all together. In driving, you know, a nice and attractive increase in net interest margin in 2026. Jim Mitchell: Okay. That's all helpful. But how do you think about the mix and growth in deposits? What's your kind of base assumption embedded in there? John Woods: Yeah. I think it's I'd say deposits base assumption is around $150 billion. So basically stable overall for 2026. With around 10% of that in non-interest bearing. So maybe off a little bit from the fourth quarter, but that would imply around $25 billion for non-interest bearing for 2026. Jim Mitchell: Right. Okay. Thank you. Operator: Our next question will come from Alex Blostein with Goldman Sachs. Your line is now open. Alex Blostein: Hey. Hey, guys. Good morning, everybody. Just maybe building on some of the guidance dynamics. I kind of want to go back to the overall fee guide if you don't mind. I guess if you just look at the quarter, you're annualizing pretty close to what you're implying for P guided in 2026. I totally get the market dynamic right here assuming flat markets or no market tailwinds, so that'll make sense. But it just feels like there's no organic growth really baked in in your 2026 numbers unless there was something really, you know, additive, I guess, to the run rate in Q4, which doesn't feel like there was some just kind of hoping you could unpack what your expectations are for getting growth in the fee businesses. And if there are any offsets that we should be thinking about that kind of doesn't create a bigger uplift in the fee structure here, even excluding markets? John Woods: Yeah. I mean, I would say just right out of the gate, two things. One is that the, you know, sort of the balance point if markets are flat, are as I mentioned a little earlier on the call bring us a little above the midpoint of that four to six. That's the first thing to get out there. And then if and, you know, and Ron's mentioning sensitivities. You know, if markets are up 5%, that brings us to the upper end of that range. So just wanted to make sure that that was clear in terms of how the math works. Then the other point I would make is that for both the quarter and the full year, we generated organic growth in our businesses, in our two largest businesses, which drive a lot of this in servicing fees and in management fees. We had very attractive organic growth, something in the neighborhood of 2% for servicing fees at around three or 4%, I think, for management fees. And so that's very attractive. Lot of momentum heading into 2026. We do have organic growth built in to those businesses in 2026, and we expect to deliver that. I think other things you have to pull together and our other two revenue businesses that I haven't mentioned is in the markets business itself. We also have growth there, and that tends to ebb and flow a little bit with how currency and equity volatility plays out, but so you've got to think about that. And then lastly, our strategic transition in the software business from an on-prem approach to a SaaS approach, which can have some headwinds when you transition from that lumpier but all upfront model to one that's recurring and stable over time. But we think that that pays dividends by making that transition, and the underlying fundamentals are quite strong with high single-digit improvement in organic growth. The software business, notwithstanding that transition. So putting it all together, absolutely expect and plan to deliver on organic growth in 2026. Alex Blostein: Got it. That's helpful. And just one more on the balance sheet, just kind of building on the discussion around average earning assets and optimization there. So it sounds like the average earning assets could remain flattish to your point earlier. And I was hoping you could relate that to the buyback. So when I think about 2025, total payout, I think, was a little below your target. I think you guys were doing it something in the low seventies versus the 80. I know leverage, I think, has to be a little bit more binding for you guys for now. So with perhaps some more kind of range-bound balance sheet, should we expect a larger buyback or a larger payout for 2026? Or how do you guys think about John Woods: Couple points there. I mean, I think we were right around 80% for '25. Maybe just slightly below. That was due to a late, you know, in the quarter kind of windfall from the FDIC where we ended up with additional P&L in the denominator. But our actual buybacks from a dollar standpoint were pinpoint on what we expected to deliver for the year. So feeling good there, and that rolls over into '26. But we about this at the beginning of the year that around 80% is about right. You know, when you think about our capital priorities, we start off with protecting and growing dividend over time given our strong earnings growth. And I think we have a track record of growing earnings and having an attractive growth in the dividend over time. So that's first and foremost. The other areas are our organic opportunities in deploying RWA and we sort of reserve at the outset some capacity for growing the lending businesses with our custody clients, and we have opportunities to do that. It's our expectation that we would grow RWA and grow the loan book in '26 with deep customer relationships. We have end markets business that has supports investment services and investment management clients as well that actually has opportunities to deploy RWA, and there's an expectation of growth there that we're putting to work. And then supporting all of that, our investment opportunities and bolt-on M&A that helps us accelerate our strategy that we've demonstrated at the '25 whether with several very attractive acquisitions including Apex. And so we think that's the right balance to basically have a strong buyback at the end of the day because that's at the end of this. Once you've, you know, allocated the capital in that direction, still end up with a strong buyback, but investing for the long term with your clients. And then lastly, in terms of capital ratios themselves, although technically from a regulatory standpoint, we're leverage constrained. Just how we operate in terms of internal capital targets, etcetera. We tend to operate more on the CET1 as our lead metric that we optimize against. And so that 80% and all those capital priorities are I articulated are all expressed in the context of a CET1 ratio. Alex Blostein: Great. Thanks so much, John. Operator: Our next question will come from Brennan Hawken with BMO Capital Markets. Your line is now open. Brennan Hawken: Hi. Good morning. Thanks for taking my questions. I'd love to follow-up on the software and processing fees and the alpha. I know you flagged the on-prem and John that you just spoke to shifting from on-prem to SaaS. But, you know, it looked like even beyond on-prem, like, pretty much every line and stuff from processing were also down year over year aside from SaaS. So could you help us understand why the other lines were down and how long of a process is it going to be transitioning from on-prem to SaaS when you hit that tipping point or we can start to see the growth dynamics shift back into your favor and get the revenue more in line with some of the underlying metrics that continue to look like they're kind of constructive here on the slide. John Woods: Yeah, a couple of things. I mean, I think the biggest driver year over year is in fact, the SaaS line and that's up 7%. I think you'll have some minor variability in some of the other line items. One of them is professional services down slightly, down a little bit in terms of dollars, and we already referenced the on-prem. So the on-prem is I think the message really is on-prem is down. That's by far, the biggest driver of the decline year over year. And nevertheless, offset by SaaS. We also have on the page lending and other related fees, which will jump around a little bit, but these are single-digit million dollars, so not really anything strategically different going on there. And I think this transition will typically happen over the length of the contracts. So it'll take, you know, a year or two for those contracts to turn over and for us to migrate into an outlook that starts to see the not only the recurring revenue that's growing around 11% but the actual revenues that are booked in the P&L that are growing at high single-digit to converge. And that'll typically take a year or two for you to see that happening. Ron O'Hanley: Yep. Brennan, it's Ron. What I would add to that, you use the term, which is tipping point, and I would argue that we're at that tipping point. And part of how you know that is that there's fewer and fewer of these big on-prem renewals. You know, as attractive as they are, you know, you get all this revenue upfront. It's inconsistent with the business strategy. It's inconsistent with where the market's going. And we have encouraged our clients and incented our clients to actually move away from on-premise. It's better for them, right, because it saves these periodic gigantic kinds of software change-outs. It's better for us in that we make one change, and it gets spread across lots of clients. And it happens kind of in the cloud as opposed to us kind of going in with wrenches and screwdrivers and on-premises with them. So I would say we're at that point. And so you started to see it in 2025. You're seeing it in our guide in 2026 that we have few, if any, significant on-prem renewals in the guide. Brennan Hawken: Got it. Okay. Okay. Thanks for that. And then John, when we're talking about the NII guide, which, you know, I think surprised a few folks, particularly given the strength of the fourth quarter, but you spoke to the seasonal loan growth. It seems as though there might have been some puts and takes in maybe mix from your comments before. You maybe flesh that out a little bit and what should we be thinking about for loan growth? Because that's been a pretty solid part of the story here in recent years. You guys expecting that to slow overall, and then you're just going to see mix shifts within? Or is that going to continue to be pretty robust as we move forward? John Woods: Yeah. Good questions. I'd say all the above. I think we're going to end up with continued loan growth. That loan growth is slowing a bit, in the context of overall. But in terms of the opportunities across call it, subscription finance, fund finance, and CLOs, which are the big three that are the products that we tend to deliver into our client base. We're seeing very solid growth expectations across all three of those. And there's some thinner relationship stuff that's sitting in the commercial loan line that we're allowing to run off. And in some cases accelerating, you know, with some sales here and there. And that is, you know, being efficient with respect to capital and liquidity as we're servicing this underlying very strong growth. And just being rotating some of that capital for its highest and best use with deep customer relationships. So I'd say loan growth, you know, into '26 is still part of our story, maybe a little bit but below what you might have seen in '25. Brennan Hawken: Great. Thanks for taking my questions. Operator: Our next question comes from Gerard Cassidy with RBC. Your line is now open. Gerard Cassidy: Good morning, Ron. Good morning, John. Good morning. Can you guys share with us, when you go back to your guidance in January '25 with the fourth quarter 2024 numbers, you had fee revenue growth forecast for the 3% to 5% NII was flat plus or minus, you know, 1% maybe. And expenses up two to 3%. Clearly, your fee revenues this year were much better than guidance, and it's hard to forecast I'm not questioning the forecast. But what I'd be interested in when you look back at the forecast versus actual, was it due to just better markets or did you do better with your customers? You penetrated them more? Or you won more business than you thought? What led to that nice beat when you look back on the forecast? Ron O'Hanley: Let me start on that, Gerard, because if you remember, last year, there was, you know, a fair amount of economic concern, kind of concerns about the economy post the elections, some concerns about what was going to happen with tariffs, what would that mean for markets, etcetera. So in retrospect, it was a conservative guide. So, obviously, we had an unanticipated market tailwind. That helped us there, number one. Number two, we well, we had some significant execution built into our plan, we executed better than we even had planned. So you saw good onboardings. You saw we had some pretty important development partners in the alpha area. That we needed to get them onboarded. We got those onboarded. And then lastly, you had really significant growth in markets. And as we've talked about, we've invested heavily when there was no volatility in the market in the market areas to kind of expand our position with clients, and that really paid off. In 2025 because as more volatility came in, you saw what happened kind of post-April 1 in Liberation Day. We really benefited from all that, and that was nowhere near in our forecast. Which, you know, gets us really back to this year, and I'll turn it over to John in a second. But it's really why we wanted to focus, Gerard, on what's the kind of embedded organic growth capability in the firm instead of putting a market assumption in that may or may not be consistent with your own, we put no market assumption in. We're just saying markets at where they were at the 2025. To show here's what it is organically. And depending on what you believe on markets, there's some upside to that. Or if you believe that market gonna go down, there's some potential downside to it. Gerard Cassidy: Very good. And then as a follow-up, we're all anticipating the Basel III endgame proposal will hopefully be released in the first quarter or soon. Can you guys share with us, what are you looking forward to that would be a real benefit for State Street from that proposal? Ron O'Hanley: Yeah. Maybe the most important benefit will be that we stop talking about it. But yeah. I agree. But leaving that aside, you know, obviously, the GSIB proposal and what actually happens with capital as it relates to GSIB as a result of Basel III and everything else that the Fed is doing. We think that collectively will be favorable to the GSIB. We should benefit proportionally there. So will we benefit as much as some of the other balance sheet intensive business competitors? Probably not. But nonetheless, there's nothing but goodness that's going to come out of this. Secondly, and, you know, it's not a Basel III point, but the new regulatory new that's come upon with this administration and the changes that have been made across the Federal Reserve is the most important. And, again, I don't think it as being a huge rollback in regulation, but I think it's the application of regulation and supervision being much more risk-based and much more predictable, therefore. And that has just enormous benefits in terms of being able to, you know, one, it just takes some administrative burden off of all of us, but it gives some predictability in terms of how we operate. Gerard Cassidy: Thank you. Operator: Our next question will come from David Smith with Truist. Your line is now open. David Smith: Hey, good afternoon. Ron O'Hanley: Hi, David. David Smith: So you put up about 20% RoTCE. You know, it sounds like you're confident. That, you know, the ongoing business model transformation still has some legs there. You're pointing to some operating leverage for next year, albeit seemingly with some need for capital retention. I'm just wondering, you know, how much potential does State Street have to improve returns further, over the next couple of years based on, you know, where you see the company's organic growth potential and for continued efficiency improvements. Ron O'Hanley: So let me begin on that, David. It's Ron. And John can pick up. We see a lot of potential. Starting with the revenue lines, we have demonstrated that we can consistently grow these fee lines at an accelerating rate. There was a lot that needed to be done to make that happen. First and foremost, in the core servicing business, it was really getting at service quality. And all of our metrics indicate that that continues. We continue to be rated very highly there, and rated very highly relative to others in the marketplace. Secondly, we've invested in capabilities that are enabling us to do more with these clients and to offer them more services. And then third, and it's, you know, last but not least, we've invested heavily in the sales and relationship management force to deliver on this promise of being our clients' essential partners. So we're very confident in the revenue line across those three core businesses. On top of the core businesses, we've invested as you know, in some key areas. We've talked a lot about software, and that's in a nice spot. Secondly is in wealth services. That's still nascent. But we're already seeing some revenue pickup there. And between what we have at Charles River, in terms of Charles River wealth plus the investment that we've made in Apex, that gives us a highly modernized platform that's much more up to date than anybody else and really positions us for this ongoing shift away from kind of pure institutional asset management to the retail intermediary and direct to the client on a services basis. So we feel pretty strong about the revenue line. John's talked about we're primarily a fee-for-service provider. But the NII is important, and there's a, you know, the balance sheet optimization is underway there. John's talked about that. In terms of expenses, we continue to be very confident there. We delivered $500 million in productivity last year. We've got the same kind of number planned for this year. And we're reinvesting a lot of that back into what we call next-gen transformation. We've had transformation underway now for years. And I'm as optimistic about what's in front of us as I am proud of what we've accomplished. In terms of the promise of AI. Now everybody's talking about it. We have worked really hard on it. AgenTex are being deployed. And if you think about our business and how operationally intensive it is, it actually lends itself to this kind of stuff. Whether it's in areas like reconciliations, whether it's in areas of NAV production and what happens afterwards when the NAV is produced and has to be distributed out. So there's just immense opportunities here. The way we're going about it is let's get it right in two or three high-value areas and then repeat it in analogous areas. So we see this pattern we've established over the last couple of years as being able to continue. And we're looking forward to that. John Woods: Yeah. And just to add a couple of points there. And is really as Ron indicated, the fee businesses, I think where you put it all together, we have an opportunity to grow profitability over time and grow the platform over time. Where it comes from is solidifying the organic growth pivot that began a couple of years ago and we're demonstrating that in our largest revenue line items, solidifying and growing NII over time. Is an objective. And when you think about what Ron indicated with respect to how operationally intensive we are, basically converting all of that into a much more manual tech-led transformation is all has already is underway. And there's a huge opportunity in front of us to take those resources and from a flywheel standpoint, plowing that back into all the innovative opportunities we have on the strategic initiatives portfolio. To continue to be relevant with all of the megatrends that we're seeing, you know, that are impacting our business, whether it's digital, wealth, privates, and opportunities that we see in the United States, but also outside the United States. So those are the thoughts related to that. We have scaled positions. Pivoting to growth, and a really attractive risk-reward profile from that standpoint when you put it all together. David Smith: Putting it all together, does that mean that they should be able to do, like, a mid-twenties ROTC over the medium term, or do you think that's too ambitious? John Woods: Yeah. I mean, I think from a medium-term standpoint, I think, you know, we've made considerable progress, you know, migrating the business to where we are now, which is, you know, we're at pretax margin, you know, at 30%. In the 2025. And, you know, our guide implies that or even a little better for '26. I think the objective here is to solidify that. Create that consistency, you know, again, emphasize all that innovation and organic growth across our businesses that we've talked about. And I mean, I think a lot of the priorities you heard from us are multiyear in nature, but I'd say the natural evolution in our journey is that it would be valuable to illustrate what we think we can accomplish across a number of dimensions, both from a return standpoint, whether that's pretax margins or on tangible common equity as you indicated or growth. When it comes to EPS and revenues. So I think, you know, that's something that we're working on and putting these building blocks together and we should be able to share that over time maybe sometime later this year. David Smith: Alright. Well, certainly looking forward to that. Thank you. Operator: Our next question will come from Mike Mayo with Wells Fargo. Your line is now open. Mike Mayo: Hi. My short question is if you put State Street strategy on a cocktail napkin, what would it say that would impress investors? And my longer version of this question is my sense is that investors are very frustrated. Today, the stock is down 5% or 6%. This decade you've far underperformed the 500, despite having stock market benefits. And since the start of even last decade, you talked about investing in tech to progress. And as you know, when I attended the annual meeting way back then, you know, the board actually said it fell short. So I feel like under the short, medium, long term, it's not really playing out the way State Street had wanted to do. I think the implicit premise in what you're saying today is that you aren't exactly where you want to be. For the last two years, you've seen more momentum. You talked about growth. This security servicing. You talked about the pretax margin going from 28% to 29% maybe 30% this year. So let me accept the implicit premise that you have this new momentum in the last two years, then the issue, I think, comes down to confidence by investors in management and the strategy. I mean, here you have a fee-based capital markets company that's trading at one of its lowest valuations, especially versus peers. So that just takes me back to the cocktail napkin question. What can you say that will give investors greater confidence, not about this past quarter, the next quarter, or even this year, but that over the next five years, that this is a company that they should invest in and that they're missing something. Thank you. Ron O'Hanley: So, Mike, let me start on that. I think just listening to you carefully. I don't mean to rephrase your question, but I think you're asking why own State Street at this moment. And I give five reasons for it. First is there continues to be very attractive fundamentals in the space in which we operate. The shift from savings to investment continues worldwide. The shift from state-provided pensions to funded retirement systems continues everywhere, even in places that you'd least expect it. There's literally a pension revolution going on in the Middle East. That we are well-positioned to participate in. The democratization of investing is driving growth in vehicles like ETFs and it's increasing complexity for the players, these big private firms, that simply are not positioned to do this work themselves. As I mentioned earlier, the move to digital assets and digitalization is requiring new infrastructure. Plus connecting points between traditional and digital platforms. And we are well-positioned to participate in that. So that's number one. Number two, we've got distinctive capabilities in high-growth, high-PE areas. So we've got a leading position in the three core businesses. We're the leading provider in private. We have the alpha end-to-end platform, including an app scale commercial software player, the ETF space, we basically are the leading player in all aspects of it. Whether it's sponsoring ETFs or servicing ETFs. And ETFs now have truly become the vehicle of choice globally. We've got a very key position and a trusted position in this digital revolution. We're staking out this new distinctive position in wealth services, and it's distinctive because it's a modern platform and it's digital. And finally, we've got this proven and long-standing ability to partner, which is really important. Whether it's partnering with firms like a Blackstone or an Apollo. To bring them into a space that they want to be. Or to work with clients long-term and be their outsourcing partner. Number three, we've got what I believe and you more or less implied it there, we've got this clear pattern of effective execution and performance. Consistent fee growth over the last several years, services, asset management, and markets. We cut balance sheet optimization well underway. As John talked about in NII and NIM. We've got consistent productivity improvement. $500 million last year, $500 million this year. $2 billion over the last five years with more to come. And then as you note, two years of fee growth, positive operating leverage, expanding margin. And our guide reflects a commitment to more of that in 2026. Fourth, I would point to the team. It's a mix of State Street veterans plus truly superb talent from the outside that I would argue. Now makes up the best team in our space. More most importantly, it's backed up by a very deep bench. And it's a team that's determined to win and incented to do so. And then lastly, your negative is my positive. We're an attractive capital-light income statement. We're growing better than our peers. In the attractive PE revenue areas like servicing fees, like management fees, like software, and that should drive multiple expansion. So whether or not that fits on a cocktail napkin, that's how I would articulate it. Mike Mayo: Well, maybe that fits on five cocktail napkins. But just as a follow-up. So let me just accept everything you just said. Just to let and you know, the market's not convinced. Right? I think that market knows a lot of this, and you remind the market a lot about that. But, you know, under what scenario would you consider a combination with another bank? Under what scenario would you consider selling off asset management? Under what scenario would you consider buying another bank? Under what scenario would you consider a more significant strategic move, especially given this environment of deregulation? And I hear you don't need it. You have you're confident with the internal growth. But this seems like the time to think about those big types of questions. Where do you come at on that? Thank you. Ron O'Hanley: Mike, I mean, we always think about M&A as we think about capital deployment and even more importantly, strategically, we are and where do we want to go. I mean, I do we do remain confident in our abilities, and I think that showing this ability to deploy those capabilities and generate accelerating returns. Now there's always the question around scale. And how we think about that. I mean, that's really what motivated what we tried to do with BBH. You know, it was unfortunate that that was in a different environment. And so without implying that there's anything underway, explicitly or implicitly, I'm not saying that. And we are confident in our organic strategy. But to the extent to which something made sense and it was a good use of shareholder capital as opposed to returning it capital or reinvesting in our business, of course, we'd look at that. John Woods: And just as my short follow-up, when I go ahead. Wait. Go ahead, John. John Woods: Mike. It's just a one point on that. I mean, I think I think agree with all, of course, everything that Ron was just saying. I mean, I think when I think about the scale position, and the growth pivot and how well-positioned we are to win with the megatrends that Ron articulated, whether it's digital, privates, wealth. You put that together with the transformation and other opportunities that are all in front of us, that we'll put a frame around, you know, maybe sometime later this year. All that upside, you know, we think, you know, should accrue to the benefit of the existing shareholder base. And when there's, you know, a large transaction, you know, you have to think about whether you want to share what's right in front of us organically with any other shareholder base. And I think this shareholder base, you know, that's hung in with us deserves to basically see that upside, and I think we see that coming. So that's certainly something that I think about when you asked your question. And, you know, there's a lot of excitement here. Around what we can deliver organically, and let's basically convince the investor base that we can be consistent. In solidifying our gains and growing down the line. And I think the stock will take care of itself under that scenario. Mike Mayo: And just so I didn't mischaracterize it. Maybe I'm talking to the wrong investors. But investors I talked to seem to be frustrated. When you get that sense of frustration, you're trying to, you know, show them they're wrong? Or you sense that investors are pleased with the progress? John Woods: I think we have a lot of support. For the vision that we're painting, which is yes, you've made you've made a pivot to growth over the last two or three years. Let's see that solidified and let's see that accelerate. And I think we have a lot of support for that vision. And we've demonstrated and we've allowed that to we've shown an ability to drop that to the bottom line. With improving margin and returns. And I think you've got to basically have that track record continue to be the case over time, and that's our expectation. So I think we are hearing support from that standpoint. Mike Mayo: Alright. Well, take close attention. Thank you. Operator: This concludes the question and answer session. I'll now turn the call back over to Elizabeth Lynn for closing remarks. Elizabeth Lynn: Thank you all for joining us today, and please feel free to reach out to investor relations for any additional questions. Thank you, and have a good day.
Operator: Thank you for your continued patience. The meeting will begin shortly. If you need assistance at any time, please press 0, and a member of our team will be happy to help you. Rajeev Ranjan: Please stand by. Your meeting is about to begin. Morning, everyone. Welcome to today's M&T Bank Corporation Fourth Quarter and Full Year 2025 Earnings Conference Call. All lines have been placed in a listen-only mode, and the floor will be open for your questions following the presentation. If you would like to ask a question, you may remove yourself from the queue by pressing star 2. When posing your question, we ask that you please pick up your handset to allow for optimal sound quality. Lastly, if you should require operator assistance today, please press star 0. And please be advised that today's conference is being recorded. I would now like to hand the conference over to Rajeev Ranjan, Head of Investor Relations and Corporate Development. Please go ahead, sir. Rajeev Ranjan: Thank you, Bo, and good morning. I would like to thank everyone for participating in M&T Bank Corporation's fourth quarter 2025 earnings conference call. If you have not read the earnings release we issued this morning, you may access it along with the financial tables and schedules by going to our investor relations website at ir.ngb.com. Also, before we start, I would like to mention that today's presentation may contain forward-looking information. Cautionary statements about this information are included in today's earnings release materials, and in the investor presentation as well as our SEC filings and other investor materials. The presentation also includes non-GAAP financial measures, as identified in the earnings release and investor presentation. The appropriate reconciliations to GAAP are included in the appendix. Joining me on the call this morning is M&T Bank Corporation's Senior Executive Vice President and CFO, Daryl Bible. Now I would like to turn the call over to Daryl. Daryl Bible: Thank you, Rajeev, and good morning, everyone. I'm excited to share our full year 2025 results. M&T Bank Corporation has continued to deepen our presence in key markets, expand access in new communities, and build innovative offerings that empower our customers and businesses alike. In the last quarter alone, we delivered on our commitment to expand access to banking in Bridgeport, Connecticut's East End, opening our new full-service Honey Locust branch, the community's first new bank branch in decades. We partnered with the Baltimore Ravens and wide receiver Zay Flowers to launch our Financial Fitness Academy, giving young people dynamic real-world tools to build financial confidence. We also launched our new Banking Made for Business suite of business banking solutions tailored to support small and mid-sized businesses throughout the growth of their life cycle. These efforts reflect our long-term commitment to creating economic opportunities and our purpose to make a difference in people's lives. Turning to slide four, we continue to garner recognition for our businesses and our people, including those who lead the engagement with you, our investors and analysts. Now let's turn to slides six and seven. Before getting into the details of the fourth quarter, I want to pause and reflect on some of the highlights for 2025. The progress we made against our 2025 priorities and related enterprise initiatives will allow us to grow and scale in the coming years. I look forward to executing against our updated priorities in 2026. Our focus on the fundamentals drove our continued success in 2025. In 2025, M&T Bank Corporation realized consistent and continued growth while also remaining disciplined and return-focused. We earned record net income of $2.85 billion and record EPS of $17 while also maintaining our top quartile return on tangible assets of over 1.4%. We increased our quarterly dividend by 11%, repurchased 9% of our outstanding shares, and grew tangible book value per share by 7%. We made great progress on improving our asset quality with nonaccruals decreasing 26% and the nonaccrual percentage of total loans reaching 90 basis points, the lowest since 2007. We also reduced criticized commercial loans by 27% over the course of the year. We grew fee income by 13%, reaching a record of $2.7 billion, and increased our fee mix as a percentage of revenue from 26% to over 28%. Expenses remain well controlled. The efficiency ratio improved from 56.9% to 56% while making significant enterprise investments that will allow M&T Bank Corporation to thrive in the years to come. Turn to slide eight, which shows the results for the fourth quarter. Diluted GAAP earnings per share were $4.67, down from $4.80 in the prior quarter. Net income was $759 million compared to $792 million in the linked quarter. M&T Bank Corporation's fourth quarter results produced an ROA and ROCE of 1.41% and 10.87%, respectively. The fourth quarter included two notable expense items: a $29 million reduction in FDIC expense related to the lower estimated special assessment, adding $0.14 to EPS, and a $30 million charitable contribution which reduced EPS by $0.15. Slide nine includes supplemental reporting of M&T Bank Corporation's results on a net operating or tangible basis. M&T Bank Corporation's net operating income was $767 million compared to $798 million in the linked quarter. Diluted net operating earnings per share were $4.72, down from $4.87 in the prior quarter. Net operating income yielded an ROTA and an ROTCE of 1.49% and 16.24% for the recent quarter. Next, we'll look a little deeper into the underlying trends that generated our fourth quarter results. Please turn to slide 10. Taxable equivalent net interest income was $1.79 billion, an increase of $17 million or 1% from the linked quarter. Our net interest margin was 3.69%, an increase of one basis point from the prior quarter. This improvement was driven by a positive four basis points from higher asset liability spread driven by continued fixed asset repricing and favorable funding mix, positive three basis points from a reduction and negative impact of our interest rate swaps, partially offset by negative six basis points from the lower contribution of net free funds. Turning to slide 12, to talk about average loans. Average loans and leases increased $1.1 billion to $137.6 billion. Higher commercial residential mortgage and consumer loans were partially offset by a nominal decline in CRE balances. Commercial loans increased $500 million to $62.2 billion, aided by growth in dealer commercial services, and, to a lesser extent, reblending business banking, and fund banking. CRE loans declined 1% to $24.1 billion, reflecting a slowing pace of decline in the portfolio with continued payoffs and paydowns and higher originations. Residential mortgage loans increased 2% to $24.8 billion. Consumer loans grew 1% to $26.5 billion, reflecting growth in recreational finance and HELOC. Loan yields decreased 14 basis points to 6%, reflecting lower rates on variable rate loans, partially offset by continued fixed rate loan repricing including the reduction of the negative impact on our interest rate swaps. Turning to slide 13, our liquidity remains strong. At the end of the fourth quarter, investment securities and cash held at the Fed totaled $53.7 billion, representing 25% of total assets. Average investment securities increased slightly to $36.7 billion. In the fourth quarter, we purchased a total of $900 million in debt securities with an average yield of 4.9%. The yield on the investment securities increased four basis points to 4.17%, reflecting continued fixed rate securities repricing benefit. The duration of the investment portfolio at the end of the quarter was 3.4 years, and the unrealized pretax gain on available-for-sale portfolio was $208 million or a 10 basis point CET1 benefit if included in regulatory. While not subject to the LCR requirements, M&T Bank Corporation estimates that its LCR on December 31 was 109%, exceeding the regulatory minimum standards that would be applicable if we were a category three institution. Turning to slide 14. Average total loans rose $2.4 billion to $165.1 billion. Non-interest bearing deposits increased $100 million to $44.2 billion. Interest-bearing deposits increased $2.2 billion to $120.9 billion, driven by growth in commercial and business banking, partially offset by smaller declines in consumer corporate trust deposits. Interest-bearing deposit costs decreased 19 basis points to 2.17%, aided by lower time retail time deposit costs and lower interest checking and savings costs across our business lines. Continuing on slide 15, non-interest income was $696 million compared to $752 million in the linked quarter. Mortgage banking revenues were $155 million, up from $147 million in the third quarter. Residential mortgage banking revenues decreased $3 million to $105 million. Commercial mortgage banking increased $11 million to $50 million, driven by higher gains on the sale of commercial mortgage loans. Trust income increased $3 million to $184 million from higher institutional services fee income. Other revenues from operations decreased $67 million to $163 million, primarily from prior quarter items including the $28 million distribution of an earn-out payment, a $20 million day view distribution, and a $12 million gain on the sale of equipment leases. Turning to slide 16. Non-interest expenses for the quarter were $1.38 billion, an increase of $16 million from the prior quarter. Salary and benefits decreased $24 million to $809 million from lower severance and other benefit-related expenses. Professional services increased $24 million to $105 million, reflecting higher legal and review costs. FDIC expense decreased $21 million, mostly related to the reduction in the estimated special assessment expense. Other costs of operations increased $15 million to $151 million from the $30 million contribution to the M&T Charitable Foundation, partially offset by the settlement gain from the pension annuity purchase and the prior quarter impairment of renewable energy tax credit investment. The efficiency ratio was 55.1% compared to 53.6% in the linked quarter. Next, let's turn to slide 17 for credit. Net charge-offs for the quarter totaled $185 million or 54 basis points, increasing from 42 basis points in the linked quarter. Net charge-offs reflect resolution of three previously identified credits totaling over $100 million. Non-accrual loans decreased 17% to $1.3 billion. The non-accrual ratio decreased 20 basis points to 90 basis points, driven largely by payoffs and charge-offs of the commercial NCRE non-accrual loans. In the fourth quarter, we reported a provision for credit losses of $125 million compared to net charge-offs of $185 million. The allowance for loan losses as a percent of total loans decreased five basis points to 1.53%, from improved asset quality and macroeconomic factors. Slide 18 has a summary of our NDFI portfolio. The NDFI portfolio increased $1.3 billion from the third quarter to $12.6 billion. The increase was driven by both net new loan growth and a recategorization of certain C&I loans as NDFI. Please turn to slide 19. The level of criticized loans was $7.3 billion compared to $7.8 billion at the September. The improvement from the linked quarter was largely driven by a $429 million decline in CRE criticized balances. The CRE decline was broad-based with lower criticized levels across nearly all property types. Given the consistent improvement in criticized, we will likely exclude the detailed criticized information on slides 20 and 21 in future earnings presentations. But the detail will continue to be available in our 10-K and 10-Q reporting. Turning to slide 22 for capital. M&T Bank Corporation's CET1 ratio was an estimate of 10.84%, a decline of 15 basis points from the third quarter. The lower CET1 ratio reflects a $507 million in share repurchases and an increase in risk-weighted assets, largely from higher end-of-period commercial loans, partially offset by continued strong capital generation. The AOCI impact on the CET1 ratio from AFS securities and pension-related components combined would be approximately a positive 13 basis points included in regulatory capital. On slide 23, we have our employee directions for 2026, which is shaped by two priorities, drawn from the work across the company. The first is what we call operational excellence. We are building an enterprise that can operate at scale with greater consistency, efficiency, and transparency. Our focus is on creating intelligent, simplified operations that make it easier for customers to do business with us and easier for our teams to deliver. This includes strengthening our shared standards, streamlining processes, equipping colleagues with better tools, and maturing capabilities such as automation and enterprise-wide control processes. These steps help reduce risk, improve performance, and free our people to focus on the work that matters most. The second priority is teaming for growth. We are leaning into a more unified enterprise-wide approach to growth, bringing together markets, business lines, and capabilities so clients experience us as one bank. When we integrate the strengths across regions, and when we match local insight with the scale of M&T Bank Corporation and Wilmington Trust, we unlock opportunities we cannot reach in silos. This focus is about deepening relationships, more coordinated planning, and a shared approach to serving clients across the spectrum, from retail to commercial to wealth. Together, these priorities help deliver consistent value, position the bank for long-term performance, and strengthen how we serve the communities that rely on us. Now turning to slide 24 for the outlook. First, we begin with the economic backdrop. The economy continues to hold up well despite the ongoing concerns and uncertainty regarding tariffs and other policies. Private data sources reported decent spending growth in the holiday season, and roughly a 4% through price increases have driven some of that growth. The economy bounced back in the third quarter with the strongest expansion in two years, but we are cautious of possible revisions and a slowdown once the fourth quarter data is collected. Businesses continue engaging in CapEx and equipment while spending on new buildings remains in decline. Although overall economic activity was resilient, we remain attuned to the risk of a slowdown in coming quarters due to a weakening labor market. We remain well-positioned for a dynamic economic environment. Now turning to the outlook. Starting with net interest income. We expect taxable equivalent net interest income to be $7.2735 billion as net interest margin in the low 370s. Our outlook includes 50 basis points of rate cuts in 2026. Though our sensitivity to the short end of the curve remains relatively neutral. That said, shifts in the shape of the curve could drive variability in the NII outlook. We expect full-year average loans to be $140 billion to $142 billion, reflected in the priority discussed earlier. We have renewed focus on growing relationship customers in our community bank regions across all business lines. This outlook includes point-to-point growth in each of the four main loan portfolios, though we expect the full-year CRE balances to be lower than the 2025 full-year average. The full-year average deposits are expected to be $165 billion to $167 billion. We remain focused on growing customer deposits at a reasonable cost and expect broad-based growth across each of the business lines. Turning to fee income. We expect non-interest income to be $2.675 billion to $2.775 billion. We expect growth to be broad-based across our fee income categories and business lines. Continuing with expenses, we expect total non-interest expense including intangible amortization to be $5.5 billion to $5.6 billion. Our expense outlook includes continued investment in enterprise initiatives while also closely managing non-investment spend. This outlook includes our usual first-quarter seasonal salary and benefit increase, which is estimated to be $110 million. We also included in the outlook approximately $31 million in intangible amortization. As of January 1, we elected to carry our own residential MSRs at fair value rather than the prior treatment of lower of cost or market. We have also begun hedging the changes in fair value of those MSRs. Along with this election, MSR amortization is no longer to be recognized as an expense and instead the impact of the MSR time decay and related hedging will be net with mortgage banking revenues. These changes are included in the fee and expense guidance ranges but have minimal impact on net income or PPNR. The MSR fair value election also adds $197 million in regulatory capital or an eight basis point benefit to the CET1 ratio. Regarding credit, we expect charge-offs for the full year again to be near 40 basis points. We expect the taxable equivalent tax rate to be 24% to 25% in the 24.5% range. As it relates to capital, we expect to operate with a CET1 ratio of 10.25% to 10.5% in 2026. We always run a bank to generate the best returns for our shareholders, offer appropriate capital levels, and return excess capital to shareholders. Given the current capital levels and continued strong capital generation, we have significant flexibility to continue to support lending, pursue opportunistic inorganic growth, and return excess capital to shareholders. Or be opportunistic with share repurchases. We're also monitoring the economic backdrop and asset quality trends. To conclude, on slide 25, our results underscore our optimistic investment thesis. M&T Bank Corporation has always been a purpose-driven organization with a successful business model that benefits all stakeholders, including shareholders. We have a long track record of credit outperforming through all economic cycles while growing within the markets we serve. We remain focused on our shareholder returns and consistent dividend growth. And finally, we are a disciplined acquirer and prudent steward of shareholder capital. Last, I would like to thank Brian Clark for his leadership in M&T Bank Corporation's investor relations since he rejoined the bank in 2021. I look forward to his continued impact as he leads the bank strategy function. I'd also like to welcome Rajeev Ranjan, a twenty-year-plus M&T finance veteran, who will be leading M&T Bank Corporation's investor relations along with several other finance functions. As we close, I want to thank my M&T colleagues for serving our customers and communities. It was because of all of you that M&T Bank Corporation continues to be the top-performing community bank. Now with that, let's open up the call to questions before which Bo will briefly review the instructions. Operator: Certainly, Mr. Bible. Thank you very much. Ladies and gentlemen, at this time, if you do have any questions, again, please press 1. If you find your question has been addressed, you may remove yourself from the queue by pressing 2. Additionally, we do ask that you please limit yourself to one question and one follow-up. We'll go first to Gerard Cassidy of RBC Capital. Gerard Cassidy: Hi, Daryl. Daryl Bible: Hey, Gerard. Gerard Cassidy: Circling back to the capital ratios, obviously, we're going to get the Basel III endgame proposal, hopefully, sometime in the first quarter, as well as, you know, another stress test. Assuming those are favorable to you and your peers, and bring down your required regulatory capital CET1 ratio. How do you then approach where you are today with the CET1 around 10.25% to 10.5%? Is that something you guys would look to maybe bring down if your required number fell with what's coming with those two, the stress test and Basel III endgame? Daryl Bible: Yeah. Thanks for the question, Gerard. I would just tell you that, you know, we are always looking at, you know, what position we have on our balance sheet and what's going on in the economy. You know? And we feel good about bringing it down to 10.25% right now, and potentially, we could go lower. I don't view the regulatory capital limits of where they are now as a binding constraint right now. We can go a lot lower with where we are today, and we may actually improve that. But, you know, I think it really depends on what other things are going on in the marketplace. But could we go below 10% at some point? Possibly. And we will evaluate it and consider that with everything else we do as we move forward. Gerard Cassidy: And you mentioned binding constraint. What would you point to as your binding constraint if you don't look at it as the CET1 ratio? Daryl Bible: We have other constituencies out there that have other limitations, including rating agencies and, you know, working with the rating agencies and getting them comfortable with how we're performing. I mean, when I look at our asset quality now, it's probably been the best it's been in the last couple of decades. So we are in really strong condition. Our capital generation is probably the best we've been. So we're really strong there. So we have a lot of positives going forward. You know, I love the page when I started out with the statistics. We grew dividends 11%. You know, we retired 9% of shareholders. We grew tangible book 7%. We had record income, net income, EPS, our ROTA is over 1.4. And our efficiency ratio went down from 56.9 to 56. I mean, we are performing at a very high level. And the risk that we're taking on our balance sheet is the right risk for us, and we feel really good with it, and we're getting great returns on that. Gerard Cassidy: Great. And then just as a follow-up question, regarding the loan growth, you gave us some clarity on where you are today. And where you hope to be moving forward. On the commercial real estate side, I think you pointed out that you think it will start to inflect in '26. Are there regions of the franchise or property types you're anticipating will be the driver behind this inflection? Daryl Bible: Yeah. I would say when you look at our teams and the CRA team run by Tim Gallagher and all the credit folks in Rich Berry's area. They've been working all 2025 to get us back on track. And if you look at the fourth quarter, our production levels are the strongest they've been for a very long time. December, we closed over $900 million loans in CRE. So we are performing on all cylinders. If you look at our three sectors, we have a large regional CRE portfolio. That is hitting all cylinders. We have a strong M&T RCC business that is also hitting record returns and record outstandings. We have an institutional CRE that is also performing very well. So our CRE businesses are really strong and productive, and we will have growth, you know, as we said, starting in the second quarter on an average to average basis. So we're going to have four of our loan portfolios. All of our four loan portfolios should have point-to-point loan growth for us in 2026, which would be really, really strong and gives us a lot of confidence with our earnings power. Gerard Cassidy: Great. And Brian, good luck in the enhanced role. Thank you, Daryl. Daryl Bible: Thanks, Gerard. Operator: Thank you. We'll go next now to Scott Siefers with Piper Sandler. Scott Siefers: Good morning, guys. Thanks for taking the question. Daryl, actually, just hoping you can expand upon just what you said about some of those non-CRE drivers. As we look at CRE having come down the last couple of years, you've had pretty good momentum in some of those other main categories. Where do you see the best demand and sort of your willingness to lend in those kind of non-CRE categories as we look out into the course of the year? Daryl Bible: So, Scott, when you look at where we've had growth for the last couple of years, it's been in our C&I but mainly in our specialty businesses, fund banking, mortgage warehouse, and other portfolios like corporate institutional. And that will continue to grow and do really nicely. But when we talked about our new priorities that we have for 2026, one of them is called teaming for growth. Teaming for growth simply is basically bringing the whole bank together in the regions that we operate in. We operate in 27 regions where we have regional presidents. Regional presidents have the local knowledge to how we go to market in those markets. We're trying to combine the regional presence local knowledge with the scale and how we deliver our products and services of a larger company together. And we're really focused on growing our regional regions this year. And then do that. We are planning to grow in that area and think we'll be very successful there. Scott Siefers: Perfect. Okay. Thank you. And then, you know, you all have been just, you know, quite transparent about sort of M&A aspirations. Just curious to hear any updated thoughts you might have about how you're thinking about the landscape this year. Daryl Bible: You know, M&A will come our way when it happens, Scott. You know, we aren't aware of anybody and, you know, we want scale and dense in the markets we serve. We serve we're in 12 states plus the District of Columbia. That's where we want to continue to get more density. We are not aware if anybody wants to sell in those markets. We will continue to reach out and have good relationships with them. Renee knows all the appropriate people and all that. And we'll happen when it happens. We aren't gonna force anything from that perspective. And you know, it will happen at some point down the road. But right now, we have a lot of capital. We want to deploy that capital to our markets, to our customers, first and foremost, continue to pay a great strong dividend, and we're going to buy back a ton of stock. Scott Siefers: Perfect. Okay. Great. Thank you very much. And, yeah, Brian, good luck in the new role as well. Operator: Thank you. We'll go next now to Matt O'Connor with Deutsche Bank. Matt O'Connor: Good morning. I was hoping you could elaborate on the deposit environment. Obviously, you've been kind of running off in CDs and growing other deposits. But maybe some color in terms of net checking account growth, what you're seeing from a competitive landscape and, you know, any changes in the brand strategy as you think about driving organic growth? Thanks. Daryl Bible: Yeah. Definitions are really key. One of my famous sayings that I have, Matt, is that we want to have both oars in the water. So, you know, as we grow loans, we also want to grow our customer deposit base. We've done a good job the last couple of years growing that and retiring a lot of non-core funding in the wholesale book. I think we will continue to do that. As far as, you know, competitive-wise, you know, all of our businesses have their plans to grow customer deposits. And we're really focused on doing that so we complete and really manage both sides of the balance sheet very well. As far as competition goes, I would say the competition is the same as it's been for the last couple of years. Not any worse or any easier. What it is, it's competitive. We have different pricing strategies depending on the scale and density market share that we have in those markets, and it seems to be successful. Our teams are really good at going to market. But first and foremost, you know, we really focus on getting the operating account, the checking account, you know, whether you're in the consumer bank, business banking, commercial, wealth, that is really critical to us. And from that, other revenues and products and services come off of that. And we've always done that, and we will continue to do that. Really focused on growing net new checking accounts, which is really important. Matt O'Connor: Okay. That's helpful. And then just separately, I know it's not a big category for you, but the trading revenues have stepped up each of the last two quarters to $18 to $19 million. Remind me, like, has there been a change in kind of the efforts there or any small deal that would reset this level higher versus just kind of quarter-to-quarter volatility? Daryl Bible: Yeah. No. I appreciate you breaking that out. I mean, that specifically is our customer swap book. You know, but what you see there is really just a precursor of something that's greater overall. We have Hugh Giorgio who runs our 2026. We will actually once we get through our general ledger conversion, shortly, we're gonna break out actually show our capital markets and investment banking so you can see it together. It's growing really nicely. And our teams are executing really well. And I think it's been a really strong business, and we'll continue to grow well for our fee income categories. Matt O'Connor: Okay. Thank you very much. Operator: Thank you. We go next now to Manan Gosalia at Morgan Stanley. Manan Gosalia: Hey. Good morning, Daryl. Daryl Bible: Morning. Manan Gosalia: When I look at the guide for 2026 for both fees and expenses relative to what you did in 2025 and even the 4Q run rate, it feels like, you know, both growth rates are significantly slower. I know you called out the impact of the MSR. Oh, well, you called out the MSR fair value and hedge will impact those two lines. Is that a big driver for both lines? And what is the core growth rate that you expect for both fees and expenses next year? Daryl Bible: Yeah. I know. Thank you for the question. I would say that the accounting change is part of it. It's $75 million that would normally be in amortization expense is gonna be now netted against revenues. So that's basically just a shrink of both expenses and revenues by adopting this mark-to-market accounting on the residential MSR. When you look at kind of our projections for fee income and you kind of back out notable items, we should be about 4% in fee growth. That's kind of what we're looking at there. And it's pretty broad-based when you look at the fee growth. You know, we're growing our treasury management. That was up double-digit year over year. We expect to be close to that again in '26. We're growing trust revenues. We're growing in the mortgage area. Potentially, our commercial mortgages are off to a good start. So they're doing really well. Residential mortgages, if rates come down on the long run, we'll be able to do well there. Could have potential more subservicing growth there. Then what I just talked about in our capital markets investment banking. So we have momentum on the fee side and feel good about hitting the full. We have. If you look at put it all together, we are generating positive operating leverage in '26, you know, probably 150 basis points plus or minus. So we feel good about that like we did this past year. Manan Gosalia: Got it. And then in the deck, you spoke about operational excellence and teaming for growth and how the outcome of that should drive better revenues and profitability. You know, when you think about the environment, loan growth is improving. Fee income is growing, capital is normalizing. How do you think about the trajectory for ROTCE over the next twelve to eighteen months and, you know, what's a good end goal for Roxy as we look out, you know, in the medium term? Daryl Bible: Yeah. Thank you for the question. So we had a really strong finish in 2025 with our returns approaching 16%. We think that will kind of continue in 2026. Be in the 16% range. And our goal is to get it to 17% by 2027. So I think we're on a great trajectory, and I think we can get there. Manan Gosalia: Got it. Thanks so much. And, Brian, we will miss you all the very best. And, Rajeev, looking forward to working with you. Operator: Thank you. We go next now to John Pancari of Evercore. John Pancari: Thanks, Rajeev. Welcome. I look forward to working with you and Brian. Best of luck in your role. It's gonna feel kinda weird now seeing you bouncing around at the conferences and cracking some jokes. I guess, on the loan growth front, Daryl, I wanted to see I know Scott asked you a question just a little bit around the other areas. Could you elaborate a little bit more on what you're seeing in underlying commercial C&I growth more specifically? Are you seeing you mentioned CapEx in your prepared remarks. Are you seeing some drawdowns tied to CapEx? Are you seeing line utilization tied to that? You could just give us a little bit more color on what's actually beginning to take shape and influencing your growth expectations? Daryl Bible: In the fourth quarter, our middle market commercial actually had an increase in utilization. So that was a positive. So I think that was something really good to see that dormant for a while from that perspective. I think net net overall, we're seeing good growth. It's competitive, obviously, in the commercial space. But feel that we're gonna have good growth overall. Both in specialty and in our regions as we kinda launch with our new priorities. From that perspective. So I think we're confident we're gonna have good loan growth. I mean, if you look at loan growth, you know, for the whole company, it's, you know, in total, probably be in the 3% to 5% range. You know, and C&I will be kinda right in that same similar range. But we got CRE still shrinking year over year, but starting to grow point to point. We got commercial real estate. We ended up sort of just talked about. And then real estate, consumer real estate and consumer growth also growing nicely. Consumer actually in the indirect space and HELOCs, you know, will approach high single digit. So we have good overall broad-based growth in all portfolios. John Pancari: Got it. Alright. Thanks, Daryl. And then separately, on the credit side, I know you indicated you the charge-offs related to this resolution of the charge-offs of some of the previously identified credits. But your non-negate past dues jumped about 30% in the quarter. Can you give us a little bit of color what drove that? And if that could influence non-performers and losses in coming quarters at all? Daryl Bible: Yep. So on the consumer delinquencies, that's really just a result of more Ginnie Mae repurchases going on the balance sheet. Which is an attractive trade for us, and we actually make more fee income doing that. On the commercial side, it was more administrative delays. People basically missed payments in the first week or so. If you just if you move from year-end, go back, you know, forward seven days, you know, we had $250 million more come in in payments and all that that wouldn't have been delinquent. So I think there's nothing there to say in the delinquency per se. I think we feel good about our credit quality and performance there. It's just kind of one administrative on the commercial side and consumer is just on the Ginnie Mae growth side. John Pancari: Got it. Alright. Thanks, Daryl. Very helpful. Operator: Thank you. We'll go next now to David Gevirini of Jefferies. David Gevirini: Hi. Thanks for taking the question. I wanted to ask about your deposit beta on the next 50 basis points of cuts. What's your assumption there? Daryl Bible: We've been holding pretty good to the low 50s, David. So far. And, you know, we feel really good in the down 50 that you asked for. Still staying in the low fifties. I think that that's definitely doable. I think at some point, if you continue to go down more, you're going to start heading forwards on the consumer portfolios. But definitely feel confident we can stay in low 50s going down another 50 basis points. David Gevirini: And as you inflect higher on loan growth, do you expect increased competitiveness on the deposit cost front? Daryl Bible: You know, our mindset first is to grow operating accounts. We're also, I believe, in, like, always on strategy where we always will offer competitive rates for our customers. We won't be the highest. We won't be the lowest. But we'll get our market share. I think that's what you're seeing come through from the business lines. We grew $2.2 billion this past quarter. Was in business banking and commercial. So I feel that we're pretty much hitting stride there and doing really well. So I feel that our deposit growth will stay intact with our loan growth. Don't think you're gonna have any disconnect there. David Gevirini: Great. Thank you. And, Brian, thank you, and good luck in the new role. Operator: We'll go next now to Erika Najarian with UBS. Erika Najarian: Hi. Good morning. Just wanted to take a step back, Daryl, as we think about how longer-term shareholders should sort of frame the M&T Bank Corporation investment case. As we think about your capital position and as we think about, you know, some of these initiatives and, you know, sort of the, you know, the CRE optimization strategy. You know, as you think about 2026 and maybe the next three years, what is more important to this management team and board? Optimizing ROTCE or optimizing growth? Daryl Bible: That sounds like a familiar question. Erika Najarian: It was a good discussion. Daryl Bible: It was a good discussion. You know, Erika, you know, believe it's really a combination of both of that, to be honest with you. You know, we really have capital out there, and we want to use it for our customers and make sure we get good returns on that. So we're pretty disciplined in the returns we're getting when we're putting loans on the books and getting those returns. You know, we also will distribute capital to our shareholders and think you're seeing us do that. I think we're probably the only large bank that basically retired 9% of their shares this past year. They're probably due amount most of that this next year, maybe a little bit lower because of higher stock price, but we are, you know, giving back lots of capital to our investors and shareholders. So, I think we feel good. We're a balancing act. We generate a lot of capital, do a lot of good for this community, which is really important for us and our customers who make their meet their financial needs. So our company is, I think, doing well on all cylinders right now, and, you know, our new two new priorities are tweaking us to get even better in the things that we do and how we execute. Which is really exciting from the teaming for growth and operational excellence. We just try to keep notching it up and keep setting the standard as we kind of improving it better. Erika Najarian: Got it. And just a more localized question on the net interest income guide, Daryl. Daryl, you mentioned neutrality on the short end. How much of those three components that you mentioned that would be telling of where you are in the range. How much is the shape of the curve important versus the gross trends? And, additionally, thanks for giving us the average balances. I'm wondering, you know, if you could give us a sense of the size of your overall balance sheet in terms of earning asset growth embedded in that NII number? Daryl Bible: Yes. So I'll start with the shape of the curve. Obviously, the shape of the curve will have an impact because we still are getting benefit from kind of our fixed rate loans, our investment securities, and sometimes our swap book all that so that if the curve flattens out, we will definitely have less NII. If it stays steeper, we'll have a little bit of a benefit there. It's really hard to hedge the yield curve, and it keeps moving back and forth. So I don't recommend trying to do that on a regular basis, to be honest with you. But feel pretty good, though, that we're pretty neutral on the short end. Which is really good. Because, yeah, as you know, we're really asset sensitive without the hedges that we have right now. I mean, if we didn't hedge right now, if we stop hedging now and you go a year forward, we'd be much more asset sensitive just by what's rolling off. So we have to hedge to stay relatively neutral. Growth will be a good key component. It's gonna be a good value add for us. This year. Having more growth consistently across all of our portfolios. You know, being able to grow deposits and loans in sync is really good. As far as, yeah, earning assets, it's growing about 3% if you look at it on a point-to-point basis. Erika Najarian: Great. And welcome, Rajeev, and congratulations, Brian. On your new role. We'll always have Denver. Daryl Bible: Thanks, Erika. Operator: Thank you. We'll go next now to Chris McGratty at KBW. Chris McGratty: And, Mr. McGratty, your line is open, sir. You might be on mute. Chris McGratty: Yep. Sorry about that. Earlier in your remarks there, you talked about checking account growth. As a priority in terms of mix shift within the deposit. Can you put a little meat on, like, checking account traction, you know, whether maybe accounts opened in 2025, outlook for non-interest bearing, anything you could provide there would be great. Daryl Bible: You know, I'd probably start with my favorite business that I have is business banking. When you look at business banking, we have three times more deposits than loans. You know, their go-to-market strategy is always to get the checking account first and foremost. In the consumer bank, you know, we definitely, you know, we try to grow and we monitor those statistics every month to try to get to that account growth. From that perspective. And then commercial and wealth, you know, it's definitely important from that. You know, and we are investing heavily in our treasury management products and services. Are helping the growth in business banking as well as commercial. You know, as far as specific numbers of account growth, I'll probably be able to give you that maybe at the next conference and all that. I don't have that handy with me right now, Chris. But we'll share that information in our next investor deck for the first quarter. That's okay. Chris McGratty: That'd be great. Thank you. And as my follow-up, I'm looking at slide 24 in the ranges that you've provided. If you take a step back, is there a piece of the P&L where you're, I guess, most optimistic about? Within the ranges? You talked about loan growth by each category, point-to-point growing. Any kind of elaboration there would be great. Daryl Bible: You know, we've had a lot of strong momentum in the fee area in the last couple of years. So we still have momentum there. So that would be one that I'd probably be most bullish on. You know, NII, I think we're going to do well in that space. You know, expenses, you know, we have a very disciplined company. One of the favorite things I like being part of M&T Bank Corporation is once we set our plan and move forward, you know, people follow the plan and move get the job done. So I have all the confidence that we'll get our operating leverage that we have and move forward. So I feel good about it. I mean, I feel more positive entering '26 than I have the first couple of years I've been here. I think we're moving together, and working together much better as a team. Renee, I think, has probably the strongest management team he's had, you know, under his tenure running the company. And are starting to perform like that as well. I feel really good about that. Chris McGratty: Alright. Great. Thank you very much. Operator: Thank you. We'll go next now to Ken Usdin with Autonomous Research. Ken Usdin: Hey, Daryl. Just two quick ones. On the deposit side, growth allowed you to remix a little bit on the wholesale borrowings. Just wondering how much more room you might have there? And if do you believe we've seen the bottom here of the DDA balances? Daryl Bible: So on the first question, we can probably still shrink, you know, whether it's broker or some of our funds or other areas, maybe a couple billion more so we can, you know, if we, a, get cheaper core deposits and don't can't deploy it in the lending side, we'll be able to shrink and still optimize there. Definitely want to continue to run as efficient optimal balance sheet as possible. That's really important to us. Your second question, what was that again? Ken Usdin: Just about the DDA balances. And do you think we've hit an absolute bottom in do you expect any growth from here? Daryl Bible: We think when we hit around 3% DDA, should bottom out and start to actually grow. So we aren't that far away from that. If we hit those two more down 50 basis points, we think at that point, it should start to level off and start to grow again. From that perspective is our opinion. That and, you know, we're investing heavily in treasury management services. We have a great leader there that's doing a great job, and, you know, and our businesses are really good going to market with all that. So we're launching with good products and services, and will also benefit. But I think down about 50 more points, and I think you're gonna start to see it bottom out and grow. Ken Usdin: Okay. And one on the loan side, I haven't done the calc this morning, but, you know, I see a rebottom just can you just remind us where CRE is as a percentage of your equity today? And as you start to grow it again, where would you be comfortable taking that back to? If in fact you, you know, you kinda you know, the reduction ended up being any different than where you would comfort level would be. Daryl Bible: Yeah. So we're at 124%. Our limit is, I think, 160%. So we have a ton of room to grow. And, you know, we'll grow, you know, serving our clients, getting the right returns on the growth that we're getting. We really have a large amount of capacity to just be able to grow and add to that portfolio. As needed. And I think the teams are excited. Tim Gallagher, who runs that group, is, you know, really excited. He said, you know, he had all three businesses performing at top levels and at an unbelievably strong finish to the end of the year, and that's gonna carry us really well. One of the things that I always watch for, you know, going into a new year is start point issues and all that. And when we put our plan together in the third quarter, you know, we didn't know if we'd have any start point problems or issues. And lo and behold, as we the year of fourth quarter played out, all of our loan portfolios performed really well, we have no start point problems. So we're starting where we thought we would be and we aren't behind that gives us a lot of momentum to actually lift off and grow. From that perspective. Ken Usdin: Got it. Thanks, Daryl. Operator: We'll go next now to Steven Chubak of Wolfe Research. Steven Chubak: Hi. Good morning, and thanks for taking my questions. Sure. Hey, Daryl. So wanted to ask just on consumer deposit growth. Just within the guidance that you offered up for 2026, how you're thinking about the growth in consumer versus wholesale, I know we don't have the explicit disclosure within the supplement by the last quarter year on year retail deposit growth. It was beginning to recover back towards that flat year on year level. As you continue to build density in some of these markets like New England and Long Island, are you nearing a sustainable inflection in retail deposits as we look out to the coming year? Daryl Bible: Yes. We are really focused on growing our consumer deposits and believe that is kind of the real value that you have by having a strong consumer threshold. All the businesses that we plan for, whether it's consumer, business banking, commercial wealth, all plan for their deposits to grow, both their operating and total deposits. Which is really positive. If we did shrink some of our time deposits this past year. Was intentional because we didn't have a use for a higher cost. We can get that back very easily by just going out and doing that. That was a conscious decision. But net net, overall, we feel good about the growth and what we can achieve in the consumer side. As far as commercial goes, they're a machine. They're important when we go and serve our clients. You know, it's not just loans, deposits, treasury management, other fee income services. They deliver and bring the whole bank to them and all that. So we're really good about getting the right wallet share on the commercial side. Steven Chubak: And for my follow-up, just on mortgage banking, revenues continue to grow at a healthy clip. I know that's primarily been driven by the extension in the subservicing business. Do you believe the tailwinds from 2025 could persist into '26? What's a reasonable expectation for growth within that subservicing business at the current clip? Daryl Bible: So there's going to be a couple of changes in '26 in subservicing. Early on, I think we're going to lose a smaller portfolio. Then we're gonna get something back the next quarter and potentially even get more back in the second half of the year. So Mike Drury, who is in charge of that business and many other businesses out there, you know, feels really good about his mortgage business, his subservicing. You know, we are really good subservicers in the hard to service. So the FHA stuff is kind of our sweet spot. That we do. And, you know, people come to us to have us service those loans, and that's a niche that we have, and we feel really good about it. So, you know, net net, you know, might bounce around a little bit throughout the year, but I think we're gonna finish the year strong overall in that space. Steven Chubak: Very helpful color. Thanks for taking my questions. Operator: And we'll go next now to Ebrahim Poonawala of Bank of America. Ebrahim Poonawala: Hey, Ebrahim. Good morning, Daryl. Just one question. As we think about your growing core deposits organically, as we think about the incremental balance sheet growth that's coming on, would you say that's dilutive to the net interest margin where it is today around 3.70? And what is there a ton of upside? Like, is there an upside scenario where this margin could be closer to 3.80? If you could sort of give us a framework around those two, appreciate that. Daryl Bible: Yeah. So yeah. That's a good question. You know, when we, you know, put on customer relationships, we look at the returns for the overall relationship. We just don't look at one side of the fence, whether it's deposits or loans. It's the whole relationship. You know, there are scenarios that we're, you know, if we grow loans, grow deposits, maybe you put a little lower net interest margin on the books. But net net, it still returns a good return on capital. And which is something I think we can do. I mean, I think our net interest margin is either first or second in the peer group. So we have room for it to go down, you know, if we need it to go down to be competitive. But right now, you know, we're trying to continue to keep our mix there and grow the DDA. In conjunction with interest-bearing deposits as well as, you know, good attractive spread loans and getting good fee income overall. So it's really getting the whole balance there. So but, you know, the guide that we have is what we're giving you is what we think is gonna happen. You know, from what's we're going to earn, and we'll keep you updated as that plays out. But right now, we feel really good about operating in the low 3.70s in 2026. Ebrahim Poonawala: Got it. Thanks. Operator: Thank you. Gentlemen, it appears we have no further questions this morning. Mr. Ranjan, I'd like to turn things back to you, sir, for any closing comments. Rajeev Ranjan: Thank you. Again, thank you all for participating today. And as always, if any clarification is needed, please contact our investor relations department at (716) 842-5138. And I look forward to working with all of you. Operator: Thank you, Mr. Ranjan. Thank you, Mr. Bible. Ladies and gentlemen, that will conclude today's M&T Bank Corporation fourth quarter and full year 2025 earnings conference call. Again, thanks so much for joining us, everyone. We wish you all a great afternoon. Goodbye.
Operator: Good afternoon, everyone. Thank you for joining us on today's webinar. Before we begin, I'd like to announce that we'll be referring to today's earnings release, which was sent to the newswires earlier this afternoon. I'd also like to remind everyone that this conference call could contain forward-looking statements about Destiny Media Technologies within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based upon current beliefs and expectations of management and are subject to risks and uncertainties, which could cause actual results to differ materially from those forward-looking statements. Such risks are fully discussed in the company's filings with SEC and SEDAR, and the company does not assume any obligation to update information contained in this call. During the webinar, we will discuss certain non-GAAP financial measures. The non-GAAP financial measures are presented in the supplemental disclosures and should not be considered in isolation of or as a substitute of or superior to the financial information prepared in accordance with GAAP and should be read in conjunction with the company's financial statements filed with the SEC and SEDAR. The non-GAAP financial measures used in the company's presentation may differ from similarly titled measures presented by other companies. A reconciliation of the non-GAAP financial measures to the most comparable GAAP financial measures can be found in the earnings press release. Also, I would like to mention that following presentation, there will be a questions-and-answers session. [Operator Instructions] With that, I'd like to turn the call over to your host, Fred Vandenberg, Chief Executive Officer. Frederick Vandenberg: Thanks, Michelle, and thanks to everyone for joining the call. I wanted to talk about a few main things before I hand it over to Assel and Jen for a little bit more detail on the finances and our marketing and sales strategies. The first is the Universal agreement. That shortly after we had the call last quarter or at the year-end, we came to terms with Universal on a longer-term agreement. That has been in the works for a reasonably long time. The core challenge was really aligning the priorities of multiple stakeholders, finance, which is under pressure to reduce costs and the operation promotion teams who are really focused on maintaining the effectiveness and the reach of the platform as well as senior decision-makers above them. Navigating these competing mandates really required a lot of stick handling, but the result is an agreement that we think works across all interests. It provides Play MPE a long-term anchor client that underpins the platform itself, provides revenue stability, opportunities for growth within Universal and future growth initiatives that really strengthens the company's platform and growth trajectory. This really -- this agreement really supports both of us for longer term and expanding and working through as a partnership going forward. And we're really excited about it. I'll go through some of the terms. First, the fees. Ultimately, the structure of the agreement has changed such that the fees now cover use of the existing platform, but excludes any development that they require. And then what we will do is really provide a justification and ROI internally for them if there is any new development that they desire and then fees for that will be separately negotiated. The base fee is $1.6 million annually for the first year with inflation indexes for years 2 and 3. That base fee is 5% lower than the 2023 fees that we had. And this really is a recognition of a longer-term agreement, eliminating the short-term premiums that we had and the cost savings from a reduction in the development requirements for them. We expect that the 2026 revenue will be adversely impacted by about 6.5%. This is really -- this includes a development fee that we've already negotiated on top of the $1.6 million. And we're going through their wish list. So it's currently unknown if we will be able to add any new development fees for them. To make up this difference, we would need to increase independent label revenue by about 14%. And I'll talk about that shortly, what we're doing on the independent front. The -- I think it's worth going through a few more of the terms. As I alluded to above, it's a 3-year agreement. We've never had a 3-year agreement before. We've been in business with Universal for about 20 years now. So we -- it's a long-standing relationship. But this 3-year agreement is the longest agreement we've had, and it really provides a runway to work as a partner with them. The index we have for inflation is there's a 2% increase in 2027 and 2028 on top of that. Again, we've never had an inflation index. We've always -- when we've come to terms, we've always been looking back at a fee that has never indexed for inflation during the years. And so this represents a fairly significant shift in the mentality, recognizing that our costs do rise over time. It also excludes any labels for which UMG does not have a distribution agreement or is currently not owned by UMG. So in the event that they expand their distribution services or expand by acquiring new labels, we can negotiate new fees for that. And it's not articulated in the agreement, but we've had some really productive conversations. The main contact that we -- that I've been negotiating with has returned to distribution -- digital distribution and she's a really tough negotiator, obviously, but she's very pragmatic and she recognizes that where we save them money, where we -- whether it's efficiencies that we can work on or we displace competing platforms that will help us negotiate in the future. So it's an agreement that we're really excited about. Moving on to independent labels. We have been working on a number of things that have started to come together in timing. We mentioned last quarter about the modernization of the platform. That has really 2 main things that we moved Universal over to the online, the web platform and retired the old PC applications. But we also introduced Caster and Caster +. Now Caster + is what we used to brand as Caster, so it can be a little bit confusing there. But Caster is now a fully self-serve platform for labels to sign up and send out content themselves. We have noticed a significant increase in the conversion of leads, and I can talk about marketing in a second. But with that, we've noticed -- we've transitioned people during the quarter to allow them to have the choice between Caster and Caster +. We have noticed that there are -- it's a high degree of what I would say, a poor quality of distribution. So we have some work ahead of us in terms of training our customers on the platform and/or making it a little bit easier to use, so that we can fully scale so we can fully leverage that. But essentially, we're allowing our customers to -- we're making significant headway in allowing our customers to scale client-led distributions. Last year, we talked a lot about our marketing efforts. That was really focused in on a few different things, SEO improvements, so website improvements, so that we were -- we hit more leads, we generate more leads. We've tracked those leads to identify, which customers we really want to focus in on, which has really helped over the course of the last 12 months, allocate resources internally on things that we think are going to help us more. We've recently begun investing a little bit more in social media. We've had a 10% increase in followers. We've improved our digital advertising, and we've expanded our automated outreach to certain clients. And Jen will expand a little bit more on that. And then also, we -- the last thing we did here is increased pricing in certain areas. One area where we -- it's not really an increase in pricing. It's just that we eliminated volume discounts that we enacted last year that were designed to expand the volume of distributions or grow the average size of a distribution. That really didn't have an effect. We've noticed that customers that are trying to do global distributions through Play MPE aren't that price sensitive. It doesn't help to provide discounts. So we removed those. And we also increased our catalog pricing. The upshot of all these things is that we had almost a 24% increase in lead generation. And that -- those leads are really better qualified leads. The -- we've had a 7.3% increase in Caster customers, which is pushed by a 27% increase in new Caster customers. And during the quarter, that represented almost a 3% increase in independent label revenue. Some of those changes really took effect later in the quarter. So you'll see a bump in November revenue of about 15.5%. That really is starting to flow into Q2 as well. We've seen a very strong December result so far. And lastly, we saw MTR revenue go up by 30.5%. Now MTR is still quite low, and we're working on some things that we think will expand MTR's presence. We are going to be reporting -- MTR is tracking just so for anybody who doesn't know, MTR is tracking the actual airplay of a song that goes through Play MPE. We are incorporating the reporting of that into Caster, which I think just makes MTR more visible. And then shortly after that, we're going to make it, so you can buy MTR directly within Caster. It's really changing our focus on product development into to a narrow focus on things that are really going to directly impact Play MPE revenue. And with that -- sorry, cost reductions. Because of the things we've done over the last year, we've really been able to reduce our costs. During the quarter, we realized a total cost reduction of 1.3%. That includes all costs, cash, noncash and capitalized costs. So it doesn't translate neatly into the financial statements, but it essentially is all of our costs. Salary and wages, these are costs that we've realized during the quarter, so 8.2% reduction. Had we done -- undertaken all of these cost reductions at the beginning of the quarter, they would have translated into a 7.7% reduction in total spending with 14.8% on salaries and wages. With those efficiencies that we've gained and the modernization of the platform, we can further reduce our spending. We think it's about 16% that we can comfortably reduce if we want to maintain our revenue growth, but just reduce our investing in product development and taking advantage of some of these efficiencies. And with that, I will turn it over to Assel. Assel Mendesh: Thank you, Fred. I will now walk you through our financial performance for the quarter, and I'll start from revenue. Revenue for the quarter increased by 1.3%. And if foreign currency adjusted, it's actually 1.6%. The major labels are very materially decreased by $1,500 and independent labels increased by 2.5%. And that was a combination of several factors, as Fred mentioned, increase in the independent customers, it's 7.3% in the quarter. And again, most of the increase came in November, as Fred mentioned. Total releases, total purchases increased by 3.7%. Average spend declined by 2.4% per customer. However, this is mostly from our new customer acquired, where we see new customers spending less and while we see older customers spending more. So we believe that as these customers, new customers return once they see the success using our platform effectiveness and leveraging our automated marketing campaigns and sales outreach that we will have a chance to move those customers into a greater spend. And the last one was pricing changes. As Fred mentioned, we reduced volume discounts that we had enacted in the prior year to induce larger distributions. We found that these were not working as large international distributions are not really that price sensitive. And we also increased our price for the annual year-end catalog distribution. So that was for independent labels and the MTR is still less than 1%, very close to 1% of the total revenue, but it keeps growing. So the increase was around 30%. And the revenue continues to be mostly U.S. dollar-denominated, 94.5% this quarter. And next one, but let's move to the overall results. Thank you. As you can see from the table, the adjusted EBITDA for the quarter was $252,50, which is a slight decrease from paper of less than 35,000. However, this decline is mostly just a capitalizable activity during the quarter. So this quarter, we only capitalized a pretty small amount of less than $30,000. And turning to liquidity. The cash balance increased significantly, as you can see, by $244,50, 22% and it's mostly, as Fred mentioned, driven by the several cost reduction initiatives we had during the quarter, which translated into higher operating cash flow. And the last point, the company continues to operate with no debt and no material capital expenditure commitments. So with that, I'll pass to Jennifer to cover sales and marketing portion of today's call. Jennifer Rainnie: Thank you, Assel. I'm going to start off with our sales highlight for Q1. We had a focus on major account engagement and reporting for Q1. Our goal was to really engage with our major accounts, aiming for regular strategic review meetings for long-term growth. We were able to conduct in-person platform presentations with RCA, Epic and Virgin to reengage accounts and reinforce system value. We also felt like we have a lot to share with these accounts with so many enhancements that had been seen in fiscal 2025. The results from these meetings were 180% increase in RCA usage and Epic reactivating on the platform for the first time in 2 years. We also presented an updated enhanced reporting overview to UMG to both their hubs, their Europe hub and L.A. teams, providing all labels with a deeper and more actionable promotional data. Staff training and enablement, we developed and implemented a standardized training syllabus for new major account onboarding. And we delivered this training both virtually and in office on site with Warner promotional teams and other major independent labels. On the side of independent label growth, our India business revenue significantly increased in Q1, particularly a sharp 15.5% rise in November. And growth was driven by an improved pricing strategy that we had previously mentioned, also a targeted marketing campaign encouraging holiday releases, plus our sales team upselling compatible lists. This led to a strong Q2 interest, better lead generation and improved conversion rates overall in Q1. For sales tools and list add-ons, we've been continuing to develop sales tools to boost our platform usage. We launched a new list brochure detailing expanded contact database offering. And we've had strong adoption of list add-ons. So we've been focused on supporting the list team and offering to upgrade from domestic to international holiday packages during our holiday campaign as well as adding multi-supervisor lists. And all of these add-ons will significantly increase average order value per campaign. We're going to be continuing to do this going forward. Some of our marketing highlights. So our holiday campaign focus was really what we focused on in Q1. Marketing really centered on the annual holiday format campaign. We saw a significant increase in holiday releases, and we were provided with a healthy year-over-year revenue increase. I think a key success factor in this was an earlier marketing push. Internally, our e-mails launched on August 27, and then we followed up with October 6, October 20 and a November 17 push. These were a month ahead of our marketing last year for our holiday initiative. The promotion ran in Q1 and also into Q2. And our content also doubled during the holiday campaign with active users and visitor rates compared to last year. And just in general, our social media growth has been strategically focused on authentic content and partnerships, resulting in a 35% increase in organic Facebook views and a 10% year-over-year increase in followers. And then finally, I'll touch on our operations and list management highlights for Q1. Overall, we've seen an improved communication and strategic planning between list management and marketing. We really saw the impact of this with the boosted campaign results in Q1 and moving into Q2 with our holiday campaign. Also, the list team have been busy working on introducing a new satellite radio list in Q1. This is going to be offering channel and show-specific content across various genres. The satellite radio offers significantly higher royalties. So basically 10x more per spin than a terrestrial broadcast, creating a strong value proposition. We feel like these trackable lists offer a direct spend tied to measurable ROI, making them an ideal selling tool for independent artists and labels. And our new satellite radio lists are soft launching in Q2. We're expecting -- sorry, a high client interest in these new lists. And that ends my highlights for Q1. I will turn it back over to you, Michelle. Operator: Thank you, Jennifer. [Operator Instructions] Our first question today is from Olivier. After years of saying revenues with snowball and repeated software iterations, growth still hasn't materialized. No buyback to support the share price and ROIC is now negative. Any updates from the consultant engaged to unlock shareholder value? Frederick Vandenberg: The consultant engaged didn't provide anything regulatory, but the -- I mean, we do see a very promising increase in independent revenue in November, and that's continued into December. So I think with growth in independent revenue and cost reductions, we'll see profitable results going forward. As far as the buyback or returning capital to investors, we'll have to decide on what we do with that surplus going forward. Operator: Our next question is from Gerry asking for a breakdown of revenue percent by product segment in Q1. Frederick Vandenberg: We break down our segments into customer type and what we talk about publicly is really independent versus major labels, and then we break that into geography. In the United States -- United States or internationally, we break that down further into music format. And now with MTR, we have an additional product that we bring attention into. MTR, again, is a little bit less than 1% of revenue. So it's still pretty small. But it grew by 30%, and we are working on things going forward that we think will improve that revenue growth. One is making it a little bit easier to purchase by putting it really in front of our Play MPE customers in Caster and making it easy to buy as you buy a Caster promotion. But we're also doing an ad tracking test. I believe it's this month or at least this quarter. We are looking at more global tracking and also more volume tracking for MTR. For other groups worth talking about where there's been significant change, there was reasonable growth with U.S. independent in Q1, where it was a little over 4%. Canadian independent growth was in excess of 50%. That was offset by some reductions in major label use. What you've seen -- what we've seen is that periodically, labels -- major labels go through cost-cutting initiatives where they cut senior staff. And we think it's going on right now. It has gone on recently. And that's why you see Jen was talking about certain things about onboarding new people at major labels, training them, getting them engaged in the platform. That really is a function of the turnover we're seeing at the major labels. So we think that, that reduction is temporary. So those are the major changes in segments. Operator: I see here that Gerry has raised his hand. Gerry, you can go ahead and unmute your mic. Gerry Wimmer: Can you hear me? So a couple of questions here. You talked about OpEx savings of 7.7%. Those -- will those be fully reflected in your fiscal Q2? Frederick Vandenberg: They should be. Yes, that's right. I mean, barring any other changes, but yes, that's effectively what we're talking about. Gerry Wimmer: And you also mentioned that you believe there are additional cost savings to be had, taking the total cost savings up to 16%. Frederick Vandenberg: The 16% was on top of the 7%... Gerry Wimmer: It was on top of the 7%... Frederick Vandenberg: No, those changes have not been made, but those are -- that's what's available and what we're looking at, we're considering right now. Gerry Wimmer: And when do you anticipate -- if you decide those changes to take. When would they be reflected? Frederick Vandenberg: It's really what we're looking at internally. And I would expect that we will go one way or the other. And if they -- those -- that decision will be made very shortly, I believe. Gerry Wimmer: Okay. Can you talk about your capital allocation priorities for fiscal 2026? Does it include any acquisition plans? Frederick Vandenberg: Okay. That's a good question, Gerry. We are capable of generating, I think, significant cash. We have about $0.14 per share in cash right now. There are acquisition opportunities available to us, and we are looking at them. And I think they are becoming more and more attractive as time moves on. One in particular where we're showing a significant headway in Canada, and I think we can move forward there potentially. As far as the other capital expenditures, it's really always been software development. That's what we capitalize costs for. And with the modernization of the platform, we've significantly reduced those. That's what we've been talking about with the cost reductions. Gerry Wimmer: In your press release, you talked about momentum heading out of Q1. How should investors quantify that momentum to revenue growth? What should we be looking for? Or what should we be seeing? Or maybe clarify what that momentum -- how should we quantify the momentum? Frederick Vandenberg: I mean that's a good question. We talked about momentum in November, where we saw independent revenue growth by 15.5% that growth has -- we've seen pretty strong growth into December. In fact, it's wildly outstripped the 15%. Some of that is seasonal. So we don't expect this kind of growth. But it was really -- we had a really strong continuation after the quarter. We generate -- I would say, about 1/3 of our customers are -- in any particular time are new customers, but they generate about 7% of our revenue. The new customers are really ones that are smaller, our customer purchasing demand is highly variable. It's not -- you're not buying a software package or something that people use every month and use at the same level. We're looking at customers that are small independent label to Universal, which is the largest collection of record labels in the world. So our marketing approach really has moved customers into customer buckets, personas as we call them. And our approach is really to align our marketing efforts where we attract customers that we believe are going to be larger in spend. And then secondarily, so we're tracking bigger customers, and we're encouraging customers that we do attract to spend more. So there's things that we're working on where we leverage expanded analytics that we've worked on to market to these people what we've seen for example, we see that typically, if an artist sends out a song, they tend to get greater results the more they send out. So we leverage analytics like that to programmatically e-mail out or market to rather those kinds of customers to grow use. As far as projecting it. I mean, we've really had a really strong December. And I mean, I think our marketing approach is the right way to go. So we're just -- combined with the cost savings, I think in terms of our value, we're really looking at profitable runways forward where we can maintain our ability to grow sales while at the same time, generating a positive net margin. Gerry Wimmer: Final question, Fred. You mentioned the renewal of the Universal agreement. I think you mentioned that the annual fee or reoccurring fee over 3 years will be 6% lower on an annual basis. Is that correct? Frederick Vandenberg: That's how it will impact this year, Yes. We -- it's really a restructuring of the agreement so that we -- they're going to pay separately for development. If we can negotiate new development fees, that will eat into the impact, plus as we move forward, inflation will grow by 2% per year. Gerry Wimmer: Do you still anticipate for fiscal 2026 that as a result of the new agreement that you will be in a net revenue growth position? Frederick Vandenberg: That's a good question. If we continue on the results of November and December, we will easily grow revenue. We have to continue that strong performance over the last couple of months. Yes. But the cost reductions that we have or can consider will ensure that we will be -- will have a positive net margin. As far as where we end up revenue, I would really probably like to see a few more months where I can see how our revenue is growing. The revenue that we -- the reason -- sorry, I'm fumbling with this question, but the revenue growth that we've seen in independents is coming from a number of different sources. So we've got increased lead generation, increased lead conversion. That conversion rate is -- sorry, the conversion rate is increasing, but it's also the speed with which it's converting is improving. The reengaging older customers. The price changes that we had are not inconsequential. And so it's not just one thing that's impacting our independent revenue growth. It's a few different things. So I'm pretty optimistic about how it's going to play out. Whether that overshoots the cost reduction of UMG, it's hard to predict at this stage. I would like a little bit more run room before I predict it. Gerry Wimmer: Okay. And Fred, my last question, you talked about reengaging with some acquisition targets or target. How should investors look at the size of acquisitions you're capable or willing to make from an annual revenue contribution that these acquisitions could bring? Is it $1 million, $2 million, $4 million? Just try to quantify what type of acquisition would you be willing to digest and scale? Frederick Vandenberg: Willing to digest. Our ability to service the customers that would result from an acquisition is very -- is strong. It's easy to -- easy to incorporate that growth. So it's a very high-margin purchase of customers, essentially what it would be. It's whether or not we can purchase it at a price that is appropriate. We have -- I believe we are the largest -- we're obviously a small company, but I believe that we're the largest in the world at what we do. I believe we're the best in the world at what we do. And I think that Universal's contract renewal is a clear indication of that. Whether we can acquire customers at a price is really a negotiation by negotiation endeavor. We see some competitors with international presence. But generally, they are within a particular geography, and there's a number of them. And I think we can look at acquisitions. So the size of the acquisition varies tremendously, I believe. We're the largest in the world. So if you look at that, then anything that we acquire would be smaller, but there's a few of them out there that we could acquire. And it's just a matter of whether the price is right. And we do have enough cash, I think, to make some cash offers on those. So... Operator: Thank you, Gerry. Our next question was submitted by Andy. What is the company doing with the cash on hand it has? Is it invested? Will the company be issuing dividends? Frederick Vandenberg: Yes. Cash on hand is invested. It's a reasonably -- well, it's a very safe investment. So the returns are small. As far as -- I mean, we have a decision facing us right now, whether we focus in on maximizing cash to grow -- growing cash or we continue to invest in the platform to accelerate revenue growth. The -- if we decide to maximize cash flow, I mean, I think we can be profitable as it is. Then we have a choice of what to do with that cash, whether we use it to make acquisitions or not is one question. But then -- as far as growing investor value, we have to be -- I mean, we have to consider what's best -- in our best interest of our investors. We can issue dividends or initiate a buyback. The issuing a dividend is not a costly endeavor. I mean it's something -- it's a fairly simple process. But there's a few things that we need to be careful of, just the mechanics of moving profit around in the company, getting dividends from -- profit from a Canadian company through a U.S. parent. We have to be careful about how we do that. And also, there's a choice between providing our investors liquidity or the choice between how dividends are taxed in their hands versus gains, capital gains. And that all of that -- all of those decisions have to be made in the context of the stock price. If we're generating positive margins, positive net margins, even though we're a small company, the margins can be significant considering the stock price. We have, I think, roughly about $0.14 a share in cash, and we can generate a reasonable amount of per share earnings that we then will have to decide whether or not we do buybacks or dividends to investors. Operator: We have another question from Andy. Are you able to provide the revenue based on geographical region? How much is North America compared to non-North America? Frederick Vandenberg: That's right in the 10-Q, I believe. Assel. Is that fair? Assel Mendesh: Yes. Frederick Vandenberg: We've used -- Universal is allocated to one territory, and we've moved that from a euro-based contract to a U.S. dollar contract. There's a little bit less risk, I suppose, in terms of fluctuations. And our -- going forward, we're probably focused more on the U.S., but I'm not sure exactly what the breakdown is off the top, but I think it's right in the quarter. Assel, sorry, I probably interrupted you there. Assel Mendesh: Yes, it's Note #8 in the 10-Q. But again, UMG contract is in North America. Frederick Vandenberg: Yes, it's not as simple, I guess, to show UMG because UMG distributes with us around the world, Africa, Asia, Europe, everywhere, but Antarctica, I suppose. Operator: It looks like we have 1 more question here from Thomas, who's raised the hand to speak. Thomas, you can go ahead and unmute your mic. Unknown Analyst: I'm not sure if you can give more color on the litigation proceeds, if I can say it like that. I know it hasn't been too long since Q4, but did you guys have any updates or? Frederick Vandenberg: Well, there's no -- nothing to really update. We won the litigation, so we're getting an award of costs. That hasn't been established yet. I suppose that would be established soon. And there's a question of collectibility. We would think it's fairly significant, so we would probably pursue the collection of it. He has filed a notice of appeal that's an intention to appeal. It's not actually an appeal. And I don't think you'll actually follow through on it. I don't want to dare them to it by saying that. But I don't think that there will be an appeal. It's good money after bad for that, for sure. Unknown Analyst: Last call, you disclosed like the growth of MTR revenue. Was that on a year-over-year basis or on a quarterly basis? Was it like for Q4 or for the full year when you disclosed it? Not sure if I remember. Frederick Vandenberg: We disclosed -- sorry, what did we disclose? Unknown Analyst: MTR revenue during the Q4 call, like 2 months ago. Frederick Vandenberg: I don't think we actually disclosed the dollar amount. We just disclosed the percentages. Unknown Analyst: Yes, the percentage and the absolute growth. Was that for Q4 or for the whole year? I think it was for full. Frederick Vandenberg: That was for the full year. The 30% this quarter -- this quarter versus last year's quarter, yes. Unknown Analyst: Okay. And then on the Universal contract, so it's 1.6 plus how much for fees that have been already like agreed upon for this year. Frederick Vandenberg: 35,000 for this year. That's just with 1 product -- 1 project. Unknown Analyst: So I have a hard time figuring out how is it 6%? If -- so Universal was like, what, 2.1 million last 12 months. If we add up 4 quarters. It's about $500,000. Frederick Vandenberg: Yes, it's what will impact this year. So we've had some premiums for the first 4 months of the year. So it's after those premiums. So 6.5% for this year, it will be a reduction on an annual basis. I'd have to figure that out, but it's -- the premiums were -- the short-term premiums that we had were reasonably significant and those have been eliminated, so. Unknown Analyst: Okay. And why did we not know about this, about those premiums? I mean I asked you in April, I guess, about that contract and you told me it's on like on a rolling basis, you won't -- we won't fix anything that's broken and like there was no plans to fix it. We would like to change it. And like -- I mean, we're kind of blindsided by those -- by that new contract, I guess? Frederick Vandenberg: Well, I mean it's -- I have to sort of negotiate what is in the best interest of the company. And it's not -- we were -- we disclosed that we were charging them short-term premiums. We've disclosed that in the past. The growth was there. Universal has global mandate to reduce costs and negotiating those fees was a long process and it, I think, really reflects our ability to reduce our costs associated with that. So it's a net reduction in our revenue for sure, but we can also reduce our costs to support that contract. Unknown Analyst: Yes. I mean it's not really the result. It's more the way it's being communicated and all of that, like where was those, like I'm following the company pretty closely, okay? And like where was it disclosed that there's premiums in our contract with UMG like in an 8-K somewhere? Or I can't remember seeing one in. Frederick Vandenberg: It wouldn't be in these calls here. Unknown Analyst: It would be during the call that it says that our annual contract currently has premiums. Frederick Vandenberg: I would have to go back and see what -- but it is on a month-to-month basis, and we've discussed that before, for sure. Unknown Analyst: And like what's the difference between -- or like why are we happy about an inflation hike if there was already an annual price hike, if I refer to what you told me in April last year? Like what's the difference between last year having annual price hikes and inflation. Are they the same? Or will you still have different annual price hikes? Frederick Vandenberg: Look, the price hike for the month to month, we had a price hike that kicked in just last month. The long term -- I guess if you look at whenever we've had a longer-term deal, this is the first time that they've offered an inflation index for it. This was a month-to-month agreement, so they could cancel at any time. So this is the first time that they've actually committed to a locked-in price increase. Unknown Analyst: Okay. Yes. I mean, again, it's not -- I mean, the result is disappointing, but I understand why -- it's just -- I don't know how it's communicated, I guess, like, I don't know, I would have told that there's somehow negotiations to have a longer-term contract, no matter what the price it is, I guess, like you were not able to disclose it, but just like why not kind of tell us in advance that it's in the works? I guess it reduced the risk of being an investor, right, because it's not like they're going to just disappear the next month like it could have been. I don't know I just a bit disappointed with how it's being communicated. Same thing for cost reductions. Like why was it not communicated last quarter, like for Q1, I mean, Q1 was basically over. You could have told us that there would be cost reductions in Q1. And I mean this is kind of positive, right? It's just what can be done to better communicate to investors, positive things and negative things. They could be -- I don't know. I'm just like thinking of that. Frederick Vandenberg: Well, I mean, I'll take the criticism. I believe we did communicate that we would have cost reductions. We are considering more. So it's not written in stone yet. The -- I mean when we were talking, we didn't provide numbers, I know that. But we did communicate during the year-end call that we had reduced -- we had the capacity to reduce costs associated with product development, simply because of the retirement of the old PC application and some efficiencies that we've got. So now I've got harder numbers on it. Unknown Analyst: Yes. I mean don't always need to provide hard numbers. I guess it's just, I don't know, a good way of telegraphing what's coming up. Frederick Vandenberg: Yes. I mean, fair enough. The -- I mean the Universal agreement, they've been wanting to reduce their fees with us for some time. It's just a matter of -- I mean, there was silent on the agreement for the better part of, well, probably more than a year. And I think things have changed internally for them. So it didn't have much indication from them that they were still considering a longer-term agreement. And I think we -- when we started talking with them a few months ago, again, started talking with them, we're always talking to them. But when we started talking about this specific renewal, the longer-term renewal we got into certain things that I think ultimately really work for us. Obviously, we considered a bunch of different things, and we didn't know where it would end up. The fees, I would like them to be higher, obviously. But I think it's something we can work with. It provides -- it does provide us a long-term sort of anchor tenant and the costs associated with supporting that are lower. And we just can reflect that in our costs to support them. Their need to reduce cost, I think, is really a reflection of the finance mandate to become more profitable. They went public in September of 2021, and that their initiative to force that reduction maximize profit has been going on since then. And they're universal. I mean I think this is a good result for us. I think it's a great result for us. I wish it was higher fees. But ultimately, we're a small company that can be -- provide a positive net margin in this context. Unknown Analyst: Yes, yes. And I mean, yes, it is disappointing. But like I understand the context and you can take my suggestion or not of just like communicating, I guess, more in advance just so it attracts investors of knowing what's to come so they can better, I guess, model what could come up and see that it's a good opportunity, but, yes. Frederick Vandenberg: Understood. Unknown Analyst: And last point, I mean, it's kind of -- yes, I'm not even sure if I may have touched it, but like there's someone that reported selling 1% of the business on the same date that the contract was signed, and it doesn't look good. But I know like that person is considered an insider, even though he's not on the Board, it does look weird. But... Frederick Vandenberg: That was a tax loss selling, and I was aware of that. I was a bit surprised at the timing of it, but that was just a pure coincidence. Unknown Analyst: I know. I know it just -- it does look bad. It's for someone just looking at it like highest volume day in like 5 years, and then it's someone that needs to declare this transaction. But anyway, yes, I figure it looks... Frederick Vandenberg: I mean I can't control that, obviously. I know it was a tax loss selling endeavor. I'm not even sure if I should say that actually, but it wasn't a reflection of the contract or the company. Unknown Analyst: Yes. I was just needed to voice it. All right. Thank you. Frederick Vandenberg: Thanks Thomas. Operator: Thank you, Thomas. That concludes all the questions for today. Thank you very much, everyone. Frederick Vandenberg: Yes. Thanks very much, everyone. And thanks to Michelle, who is joining us from Turks and [ Caicos ] on her vacation. Thanks. I really appreciate you helping us out. Thanks, everyone. Operator: Thank you. Goodbye.
Operator: Good day, and thank you for standing by. Welcome to WaFd, Inc.'s Fiscal First Quarter 2026 Results Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Brad Goode, Chief Marketing and Investor Relations Manager. Brad Goode: Thank you, Josh. Good morning, everybody. Happy New Year. Let's dive into our 2026 first quarter earnings report. You can find our earnings press release, along with our detailed fact sheet and investor scorecard on our website at wafdbank.com. During today's call, we'll make some forward-looking statements, which are subject to risks and uncertainties and are intended to be covered by the safe harbor provisions of federal securities law. Information on risk factors that could cause actual results to differ are available from the earnings press release that was released yesterday and the recently filed Form 10-K for the fiscal year ended September 30, 2025. Forward-looking statements are effective only as the date they are made, and WaFd assumes no obligation to update information concerning its expectations. We will also reference non-GAAP financial measures, and I encourage you to review the non-GAAP reconciliations provided in our earnings materials. With us this morning are President and CEO, Brent Beardall; Chief Financial Officer, Kelli Holz; and Chief Credit Officer, Ryan Mauer. I'd now like to hand the call over to Mr. Beardall. Brent Beardall: Thank you, Mr. Goode, and good morning, everyone, and happy new year. This morning, we will cover 4 areas for you. First, Kelli will provide you with a detailed review of our balance sheet and income statement for the quarter ended December 31, including the impact on our margin from the increase in nonaccrual loans, which everyone has undoubtedly noticed; second, Ryan Mauer will provide comments on the current status of our loan portfolio and credit quality trends; third, I will provide you my insights on our future prospects, capital management and macro developments that impact WaFd; finally, we'll be happy to answer any questions you have. Before turning it over to Kelli, I want to point out that based on your historical inquiries about repricing on our assets and liabilities, we have added a new table to our fact sheet on Page 6. This table details our largest categories of assets and liabilities, what percentage of each is fixed versus variable, then the cumulative amount of repricing and quarterly increments over the next 2 years. Please note that this table takes into account both the variable rate instruments and fixed rate instruments that mature in the stated time frames. It also takes into account the effect of various hedging strategies. Kelli, I'll turn it over to you to walk through the quarter end results. Kelli Holz: Thank you, Brent. As announced, WaFd, Inc. reported net income available to common shareholders of $60.5 million or $0.79 per diluted share for the quarter ended December 31, 2025. This compares to net income to common shareholders of $0.54 per share for the first quarter of fiscal 2025 and $0.72 per share for the September '25 quarter. The $0.07 increase in earnings per share for the quarter was a result of improvements in both income and expense, a modest increase in net interest income and increased noninterest income as well as an overall decrease in total noninterest expense. For the balance sheet, loans receivable decreased $240 million during the quarter, primarily due to a decrease in our inactive loan types, SFR, custom construction and consumer lot loans, which combined decreased by $256 million. Loan originations and advances for the quarter outpaced repayments and payoffs in our active loan types with originations at $1.1 billion and repayments and payoffs at $1 billion. Active loan types include multifamily, commercial real estate, C&I, construction, land A&D and consumer loans. For the inactive loan types, advances were $25 million and repayments and maturities were $321 million. Please see the table in our fact sheet that provides a breakdown between our active and inactive loan types. Total investments and mortgage-backed securities increased $728 million during the quarter, funded primarily by the increase in borrowings of $671 million. Investment purchases were primarily discount-priced agency mortgage-backed securities with an effective yield of 4.93%. This increase in mortgage-backed securities is part of our overall investment strategy currently replacing the single-family mortgage loan balance runoff. Total deposits decreased by $21 million during the quarter, with noninterest-bearing deposits increasing $125 million or 4.9%. Interest-bearing deposits increasing $434 million or 4.5%, while time deposits decreased $580 million or 6.4%. Core deposits ended the quarter at 79.7% of total deposits, up slightly from the September quarter at 77.9%. Noninterest-bearing deposits ended the quarter at 12.6% of total deposits. The loan-to-deposit ratio ended the quarter at 92.7%. We have made significant progress in this area. As you may recall, our loan-to-deposit ratio just 2 years ago at December 2023 was north of 110%. WaFd's liquidity and capital profile remain strong with a robust core funding base, a low reliance on wholesale borrowings and significant off-balance sheet borrowing capacity. In addition, all of our capital ratios are in excess of regulatory well-capitalized levels. For the income statement, net interest income increased $1.2 million from the prior quarter the effect of the reduction in interest paid on liabilities outpacing the reduction in interest earned on assets by 2 basis points. The net interest margin was 2.7% in the December quarter compared to 2.71% for the September quarter. For the spot rate as of December 2025 period end, the yield on interest-earning assets was 5.05%, while the cost of interest-bearing liabilities was 2.76% with a resulting margin of 2.77%. Comparing the spot rate at September 30, which was 2.82%, to our December quarter margin realized at 2.7%, 9 basis points of the difference relates to nonaccrual interest, one-time reversals when loans go nonaccrual and also interest income not being recognized going forward from the nonaccrual date. The 3 remaining basis points relates to our purchase of mortgage-backed securities during the quarter, as I mentioned, with a net yield of 4.93%. While these purchases put pressure on the margin, they generate annual net interest income of approximately 1.03% of the average balance is purchased. For the December quarter, this amounted to $1.2 million in net interest income. Looking forward, I would expect more pressure on the margin from additional mortgage-backed securities purchases in addition to increased net interest income. Total noninterest income increased $1.9 million compared to the prior quarter at $20.3 million, contributing to the noninterest income is $3.2 million gain on sale of a branch property offset by losses of $408,000 taken on certain equity method investments in the quarter compared to gains on those investments of $815,000 in the prior quarter. Total noninterest expense decreased $1.3 million or 1.2% from the prior quarter as a result of reduced compensation and technology expenses, offset by increases in other expense. Decreased expenses combined with increased income resulted in a decrease in our efficiency ratio for the current quarter to 55.3% compared to 56.8% in the prior quarter. During the quarter, 1.95 million shares of common stock were repurchased at a weighted average price of $29.75. The impact on earnings per share for these rate purchases was $0.02 for the quarter. Our share repurchase plan currently has a remaining authorization of 6.3 million shares, which, depending on share price, provides a compelling investment alternative. I will now turn the call over to Ryan to share his comments on WaFd's credit quality. Ryan Mauer: Thank you, Kelli, and good morning, everyone. As reflected in our earnings release, we had a solid quarter of new loan production along multiple product lines. As Kelli indicated, total production in our active portfolio was $1.1 billion for the December quarter. This loan production was centered in commercial and industrial of 46%, commercial real estate of 23% and construction of 25%. Importantly, we were able to achieve this level of loan production with a consistent approach to underwriting that maintained a moderate risk profile. Adversely classified loans decreased by $51 million in the quarter and now represent 2.94% of net loans compared to 3.16% as of the September quarter and 1.97% as of December 2024. Total criticized loans increased by $30 million to 4.6% of net loans compared to 4.93% -- excuse me, 4.39% as of the September quarter and 2.54% as of December of 2024. It should be noted that the increase in criticized loans is not concentrated in any one business category or line, and is reflective of the economic environment where elevated interest rates and economic uncertainty impacted both commercial and consumer borrowers. In addition, an asset being criticized does not imply that loss exposure exists. Rather, it is a representation that the borrower is experiencing some level of financial stress that needs to be addressed. Nonperforming assets increased to $203 million or 0.75% of total assets from $143 million or 0.54% at September 30, 2025. The change is due to nonaccrual loans increasing by $62.7 million or 49% since September 30, 2025. This was offset by a decrease in REO of $2.3 million during the same time frame. Delinquent loans increased to 1.07% of total loans at December 31, 2025, compared to 0.6% at September 30, 2025, and 0.3% at December 31, 2024. While elevated in comparison to recent periods, these credit metrics remain modest in light of WaFd's loan loss reserve and capital position and are indicative of our culture of early and proactive portfolio management. It is important to note here that the increases in delinquencies and nonperforming assets were largely impacted by 2 commercial relationships over 90 days past due. Outstanding balances to these relationships amount to $58 million collectively. Although appropriately placed on nonaccrual per policy, there was no charge-off taken upon revaluation, and we are actively collaborating with both borrowers to resolve the issues. If nonperforming assets and delinquencies were adjusted for these relationships, NPAs would be 0.67% of total assets compared to 0.64% at September 2025 and delinquencies would be 0.78% of total loans compared to 0.6% at September of 2025. The net provision for credit losses in the quarter was $3.5 million. The provision is the result of decreased loan balances, mixed credit metrics, including increasing trends and negative migration of criticized and nonperforming loans, and $3.7 million of net charge-offs taken during the quarter. Net loan charge-offs for the quarter represented a nominal 7 basis points of total loans annualized at December of 2025. The charge-off was driven by a relationship in the C&I energy sector as a result of depressed oil prices, coupled with diminished working capital. For reference, over the last 10 years, net charge-offs have averaged a recovery of 2 basis points per year. And over the last 3 years, net charge-offs have averaged 10 basis points per year. The allowance for credit losses, including the reserve for unfunded commitments, provides coverage of 1.05% of gross loans at December 31, 2025, compared to 1% in December of 2024. For the commercial loan portfolio, the allowance represents 1.33% of net loans compared to 1.26% as of December of 2024. Credit metrics at December quarter end, while elevated from prior quarters, remain at healthy levels overall and have been impacted by 2 primary drivers: first, the elevated interest rate environment has impacted loan demand and borrowers' expense structures; second, the economic uncertainty driven by tariffs continues to impact borrowers' top line revenue results as well as material costs. Looking forward, these factors remain headwinds for credit quality. While the uncertainty related to tariffs remains elevated, the interest rate environment appears to be easing in the near term. With that, I will turn the call over to Brent for his comments. Brent Beardall: Excellent. Thank you, Ryan. I think we've started off the year well with a 10% linked quarter EPS growth and a 40% year-over-year growth, and importantly, 18% growth in transaction deposits on a linked quarter basis. Our strategic plan Build 2030 is designed to fully shift our focus to where we can add the most value to our clients and our shareholders, serving the banking needs of businesses. This shift takes time, disciplined effort and comes with specific goals. The most important goal is increasing our noninterest-bearing deposits to total deposits from 11% last year, up to 20% by 2030, and we are currently sitting at 12.6% today. It is an ambitious goal, but it is what we need to do as it will also drive increased loan demand and branch utilization. The way our peers have achieved their lower cost of funds is to focus on serving small businesses, which is exactly what we're doing. Here's what we've accomplished so far. It's hard to believe that it was just January last year that we recognized or reorganized our frontline bankers into 3 segments -- 3 teams to kick off Build 2030. During that time, we've become a preferred SBA lender and 98% of our branch managers who formally specialized in mortgage lending have now passed our small business credit certification process. Our 3 different lines of business are: first, our business bank, handling commercial credit needs up to $10 million and all small business and consumer deposits. This includes our 208 branches through our 9 Western states; our corporate bank, all large commercial credits and treasury needs; then our commercial real estate bank, recognizing our historical strength and expertise in commercial real estate, we have dedicated a team to serve the credit and treasury needs of real estate developers and investors. We acknowledge that we have work to do to improve our profitability. As you have heard, our margin is 2.7% for the quarter with return on tangible common equity of 10.6%. If we can get our margin up to 3% which is our short-term goal within the next 2 years. Everything else being equal, return on intangible common equity would be 12.9%. The key from my perspective is growth in C&I loans and deposits, supported by growth in CRE loans while running an efficient bank. I'm very pleased to see our efficiency ratio down to the top end of our target range at 55% this quarter. We believe that we have the products and teams in place to grow our active loan portfolios by 8% to 12% over the next 1 to 2 years. Last quarter, our active loan portfolio was essentially flat, but we believe we have now turned the corner and will start growing. Looking forward, our lending pipelines continue to expand while deposits remained challenging. Our lending pipeline is up $697 million or 28% over the last quarter. To detail it, our total lending pipeline as of the September 30, 2025 quarter was $2.5 billion. And today, our total lending pipeline is at $3.2 billion while deposits remain fairly flat. Looking at the number of accounts. In the last year, noninterest-bearing accounts are up by 5,800 accounts, a 2.5% increase, which is modest, but importantly, it reverses a trend of declining numbers we had seen over the last several years. C&I loans after opening up business lending to our branch teams, in the last year, we have increased the number of C&I loans we have on our books by 97%. With each of these new business relationships, we are planting the seeds for additional growth going forward. As we announced last quarter, we launched WaFd Wealth Management on August 31 with hiring of experienced professionals from a wirehouse firm here in Seattle. Our goal is to organically grow wealth management to $1 billion in assets under management in the first 2 years and then go from there. Early indications are very positive. Assets under management amounted to just over $400 million as of December 31, and it is nice to fill a hole that we have had in our product offering. We see wealth as an essential element in growing our noninterest income going forward. Turning to capital. With our stock price trading below tangible book value for some of last quarter, you have seen that we were aggressive in repurchasing our shares. We repurchased 2 million shares at a price of $29.75 or 99% of tangible book value. Over the last 7 quarters, your company has repurchased 5.8 million shares at a weighted price of $29.45. This represents 7% of the shares outstanding on March 31, 2024. We continue to believe that with our robust capital levels, when our share price is depressed, share repurchase is the best use of capital. Based on current trading, I think our stock today is trading at about 1.1x tangible book value. As you know, we've appealed our FDIC, Needs to Improve, CRA rating to the highest levels of the FDIC, a committee called the SARC, the Supervisory Appeals Review Committee. We made our case in early December, recognizing it is a long shot, but we felt compelled to do so because our belief is the FDIC examiners were comparing apples to oranges, by comparing WaFd with lenders that sell their loans, and all of this on a segment of our loan portfolio that we have now exited. We expect to hear the final conclusion within the next week, but are anticipating moving forward with the Needs to Improve rating. With that, it looks like we have 4 questions in the queue. So operator, I'll let you open it up to questions. Operator: [Operator Instructions] And our first question comes from Matthew Clark with Piper Sandler. Matthew Clark: First one was around the margin outlook at least in the near term. What's your plan for that $800 million of borrowings that comes due or reprices within the next 3 months? Brent Beardall: Yes. Simple, we will replace that with current borrowers not looking to shrink at this point. So we'll replace it, and if the Fed continues to cut rates, that rate will come down. Matthew Clark: Okay. And then the interest income reversal, I just want to double check the dollar amount. I know you gave the basis points on a spot basis, but I just wanted to just verify the dollar amount of interest income reversal this quarter. Brent Beardall: Kelli, do you want to give that? Kelli Holz: Certainly, for the quarter, nonaccrual interest amounted to just over $5 million. Matthew Clark: Okay. Yes, in the ballpark. Okay. And then the 2 new C&I nonaccruals, can you just give us some color on the types of businesses those relate to and the plan for resolution? Brent Beardall: Yes. Again, we want to be careful and not to call out any specific borrower. Ryan can talk to you about the types of business. But as we laid out, we're working with the clients and are optimistic at this point that we'll have resolution. Ryan, do you want to discuss a little bit further? Ryan Mauer: Yes, I would just say, very generically, one is in manufacturing business being impacted by markets tariff situations, cost of labor, those sorts of things. The other business is a real estate-related entity -- commercial real estate. Matthew Clark: Okay. And then last one for me, just on expense growth this year, kind of where you stand on the build-out of the SBA platform and whether or not you plan to hire more C&I lenders? I'm just trying to get a sense for how we should think about overall operating expense growth this year. Brent Beardall: Yes. Obviously, we'll have our annual merit increases, which will go into effect this March quarter. So as you've seen in the past, and we will be optimistic -- or opportunistic as we look at teams out there, but no significant plans for increases of large teams coming over. We think we have the teams in place and the tools in place. And obviously, we'll continue to make investments strategically from a technology standpoint as well. But I think absent the merit increases, I think we're at a pretty good run rate. And then as we get production to increase, obviously, bonus compensation will increase from there. But I think we're at a pretty solid run rate right now. Operator: Our next question comes from Jeff Rulis with D.A. Davidson. Jeff Rulis: Kelli, you mentioned -- just wanted to kind of circle back. I think you said the expectation is that you would expect further margin pressure, but yet growth in NII dollars, is that at least in calendar 1Q? Kelli Holz: Correct. With the current strategy to replace single-family runoff with mortgage-backed securities. Jeff Rulis: And I guess kind of sinking that, and I know that's different time frames, but Brent sort of mentioned the short-term goal to get to a 3% margin. Just -- I guess if you could kind of meet the 2, I guess, the balance of calendar '26, is this sort of a near-term little headwind and then hope to kind of lift from there? Any color on the trajectory? Brent Beardall: Yes. So again, I want to be very careful not to provide guidance going forward. But clearly, this quarter was impacted by the increase in nonaccruals likewise, as this was impacted negatively a quarter from now or 2 quarters from now, it can go the other way, it would be meaningful for us, not only the catch-up of the previous accrued interest that wasn't counted, but then the ongoing accrual to be very positive for us as well as the continued shift in terms of our balance sheet, as you saw to lower cost deposits. So that's where we see the optimism to get to 3% margin over the short term. Jeff Rulis: Okay. And then the -- just on the loan portfolio, is the inactive runoff this quarter, is that a pretty fair number to use in terms of maybe $200 million, $250 million a quarter in terms of that shrinkage offset by, Brent, I think you said active -- hope to get to 8% to 10% growth? Brent Beardall: Yes, yes, very much so. I would just say the inactive could spike up for us if we have a reduction in long-term rates, right? So there's no refi boom going on, whatsoever. And if we get to a point that we have long-term mortgage rates go down, you could see that after spike up significantly. And we also have a meaningful amount of discount remaining on the Luther book that was accretive to income if and when that happens. Jeff Rulis: Okay. And then just the last one, Brent. On that buyback, your sub tangible book, certainly pencils, I guess, with shares, maybe 10% plus above that average buyback price last quarter. How price sensitive are you? And then maybe balance that with capital? How -- what levels do you think you could be comfortable lowering to if you were -- if you remain pretty active on buyback? Brent Beardall: I don't think you'll see us meaningfully shift our capital ratios at this point, right? We're not looking to meaningfully cut into those. Obviously, we're producing a large amount of income and absent growth, repurchase of shares is our best alternative. I would just say, as you've seen us in the past, the closer we are to tangible book value, the more aggressive we'd be. I still believe that 1.1x tangible, it's the best investment we can make today. Operator: Our next question comes from Andrew Terrell with Stephens. Andrew Terrell: If I could just start and just clarify on the margin. I totally get the kind of mechanics and why there might be some pressure moving into investments. But when you're referencing the near-term kind of expectations, I would assume the margin reset is higher in calendar 1Q just based off of the -- you're lapping the 9 basis point headwind of interest reversal this past quarter. So I guess, is it -- is the margin expected to decline from the reported amount or from the spot rate that you gave, I think it was 2.77% at 12/31. Brent Beardall: I think we're referring to the spot rate, not the reported amount. Andrew Terrell: Got it. Okay. And if I just think about mix of the balance sheet, securities roughly around that 18% of assets today. Is there a target mix of the balance sheet? Or specifically, is there a level where you wouldn't want to build the bond book anymore? Brent Beardall: Yes. If you compare us to our peers, I think we're still relatively light in terms of our bond book compared to others. And as we've talked about, we kind of think of our single-family mortgages as a bond book. They're just not securitized. So I'm not looking to put $8 billion additionally into bonds as we get out of that, but there's certainly room for us to grow the bond portfolio. I don't think we've announced anything that -- I'd say over the longer term, 25% to 30% wouldn't be out of the question. But over the short term, you'll see us kind of ratchet that up over time, depending on the opportunities what the investments are available to us in the market. Andrew Terrell: Yes. Understood. Okay. And just last one for me. I mean the transactional deposit growth was really strong this quarter, both NIB deposits and interest checking as well. I was hoping you could maybe just give a little more color on what you saw that kind of drove that throughout the quarter? Is it just reflective of early momentum from the changes you've made earlier in 2025? Anything unusual in the pace of deposit growth this quarter? Just wanted to maybe unpack the core deposit growth this quarter. Brent Beardall: Yes. I would attribute it to 2 things. The momentum that we're getting in terms of our business shift or mix shift towards more C&I and treasury management. But also, we need to acknowledge that it's the cyclicality, the seasonality towards calendar year-end, those deposits tend to build up a little bit and the credit cards come due, and those come due. And typically, in the first calendar quarter, you see that shift out. So we will see with the results of this quarter. But to your point, a significant runoff in terms of CDs, and that was really offset by increasing our transaction counts that we're very pleased. So time will tell, but we're optimistic. Operator: [Operator Instructions] Our next question comes from Kelly Motta with KBW. Kelly Motta: I did want to ask a follow-up maybe, Kelli, on the MBS purchases. Is my understanding last quarter, that the inactive runoff would be in part to fuel those purchases. It looks like you did a bit more and took out some borrowings, which again drove NII growth, but at the expense of some margin. As you look ahead, is that still a fair way to think about the growth in the securities portfolio? And how should we be thinking about that use of borrowings and potentially using those with that trade ahead? Kelli Holz: Certainly, we did accelerate some of the mortgage-backed securities purchases in excess of, as you mentioned, of the runoff in the single-family intentionally this quarter to get a head start on it. But absent any meaningful loan growth we would use potentially borrowings and deposit growth to continue to grow the balance sheet for investments if they make sense for us. Kelly Motta: Got it. That's helpful. And then I did want to get a point of clarification, Brent, if I may, on your expectations for growth in the active portfolio. I think you said 8% to 12% over 2 years versus -- I think we're seeing that amount in 2026. Is that the right way to think about it? So maybe a slower run up to that 8% to 12% as that pipeline pulls through? Just trying to kind of square that of commentary whether 8% to 12% over fiscal year 2026 is still in the realm of possibility? Brent Beardall: Yes. I'd say in fiscal year 2026, we're probably 6% to 10%, and then we're thinking in fiscal 2027 on the higher end of that range as we really turn things back on, open them up and the most optimistic sign on that is what we're seeing in the pipeline. So spring should -- this next quarter should be a good quarter for us from a loan production standpoint. Now we have to prove it. Kelly Motta: Got it. That's helpful. And you noted your CRA, you Needs to Improve, your fight, you've taken it to the highest level with the expectation that these are very difficult to overturn. Is there anything that getting that lifted would unlock in terms of your ability to look ahead, it seems like you're working SBA trying to get these active portfolios going. But just wondering if there's kind of any additional opportunity that could be unlocked when you think through that CRA Needs to Improve? Brent Beardall: Yes. Really, the most of it is around branching and how easy or difficult it is to do branching activities. And with over 200 branches, you might imagine, we have branches all the time that we need to move as leases expire and so forth. And right now, there are all kinds of hurdles we have to jump through if we can get those moved at all. But it's also with regards to mergers and acquisitions, and we're not actively looking to do deals at all. We need to show that the Luther Burbank was worthwhile, but we like having the options, and having a Needs to Improve, doesn't preclude you from doing a merger and acquisition, it just makes it much more difficult. So if we got out of that, that would be welcome news from our perspective. Kelly Motta: Got it. Got it. That's helpful. And then just maybe one more high-level question for me on that 3% margin trajectory. In your [ expectation ] -- or wish to move towards that over the intermediate term. Are you baking in any additional rate assumptions? Said another way, you've added some borrowings and have some higher cost funding that needs to work down, would rates be some sort of an element to needed to get you there? And maybe if you could just kind of help us out with how you guys are thinking about the kind of recipe in order to get to that 3%. Brent Beardall: Yes. We're really kind of looking at the combination of the forward curve versus what our gut told us, and we're kind of baking in 1 to 2 cuts this year into that assumption. Operator: Thank you. I would now like to turn the call back over to Brad Goode for any closing remarks. Brad Goode: Josh, thanks so much. Hey, thanks, everybody, for joining this morning's call, our second call with you all. Please contact me if you have any further questions. And we hope you have a great day and a great weekend, and go Seahawks. Brent Beardall: Thank you, everyone. Go Seahawks. See you. Operator: Thank you. This concludes the conference. Thank you for your participation. You may now disconnect.
Operator: Ladies and gentlemen, good day, and welcome to Wipro Limited Q3 FY '26 Earnings Conference Call. [Operator Instructions]. Please note that this conference is being recorded, and the duration for today's call will be for 45 minutes. I now hand the conference over to Mr. Abhishek Jain, Vice President, Corporate Treasurer and Head of Investor Relations. Thank you, and over to you, sir. Abhishek Jain: Thank you, Yashashri. Warm welcome to our Q3 FY '26 earnings call. We'll begin the call with the business highlights and overview by Srinivas Pallia, our Chief Executive Officer and Managing Director, followed by updates on financial overview by our CFO, Aparna Iyer. We also have our CHRO Saurabh Govil, and our Chief Strategist and Technology Officer, Hari Shetty this call. Afterwards, the operator will open the bridge for Q&A with our management team. Before Srini starts, let me draw your attention to the fact that during this call, we may make certain forward-looking statements within the meaning of Private Securities Litigation Reform Act 1995. These statements are based on management's current expectations and are associated with uncertainties and risks, which may cause the actual results to differ materially from those expected. The uncertainties and risk factors are explained in our detailed filings with the SEC. Wipro does not undertake any obligation to update the forward-looking statements to reflect events and circumstances after the date of filing. The conference call will be archived and a transcript will be available on our website. With that, I would like to turn over the call to Srini. Srinivas Pallia: Thank you, Abhishek. Good evening, and thank you for joining us today. A very happy new year to you. Let me start with the broader environment. Before walking you through our quarterly performance and how we are positioning Wipro for an AI-first world. Across our client landscape, One thing is clear: organizations are reshaping priorities as AI influences how they plan, invest and operate. In fact, AI is now a standing board level mandate led by CEOs who recognized its ability to transform business models, unlock productivity, and create lasting competitive advantage. We are also seeing the same themes continue from past quarters in our deal pipeline. Cost optimization, vendor consolidation and a clear shift towards AI-led transformation. In quarter 3, we also marked two important milestones for Wipro. In December, we completed 80 years as a company. And in October, we celebrated 25 years of being listed on the New York Stock Exchange. These milestones reflect a legacy of strong governance, value and integrity, a foundation of trust that continues to differentiate us with our clients, partners and investors. Turning to quarter 3 performance. Our IT Services sequential revenue at $2.64 billion grew 1.4% on a constant currency basis. Excluding HARMAN DTS acquisition, revenue grew 0.6% in constant currency terms. Growth was broad-based with three of our four markets and four of our five sectors reporting sequential gain. Americas 1 delivered sequential and year-on-year growth driven by strong performance in health care, consumer and LatAm. Americas 2 saw a sequential decline. Europe grew sequentially in quarter 3, led by a ramp-up of the earlier announced mega deal. We're also seeing good traction in the U.K. and Western Europe. APMEA grew sequentially and year-on-year, led by India, Middle East and Southeast Asia. PFSI continues to show strong traction with the ramp-ups and new wins. CAPCO revenue was impacted by furloughs and remained flat year-on-year. Our operating margin at 17.6% expanded 0.4% over adjusted quarter 2 margin and 0.1% year-on-year. We closed $3.3 billion in total contract value and $871 million in large deal bookings. Last quarter, I introduced Wipro Intelligence. It's a unified approach to delivering AI-powered transformation across industries. This approach is anchored on 3 strategic pillars. First, industry platforms and solutions. We are building consulting-led AI solutions across sectors. For example, platforms like PayerAI in health care, NetOxygen for lending and AutoCortex for automotive. These solutions help streamline operations, improve customer outcomes and open up new avenues for growth. Second, our delivery platforms accelerate AI adoption at scale. WINGS, part of our Wipro Intelligence, brings AI into the heart of operations from application management to infrastructure support and business process operations. Vega adds AI-driven capabilities across the development life cycle from wide coding to model tuning and data pipeline. Together, these platforms help our clients modernize faster and operate smarter. Third, the Wipro Innovation Network. This connects our labs with partners, start-ups, universities and deep tech talent around the world. This ecosystem helps us explore new technologies and build solutions for the future. We launched innovation labs in 3 cities in the U.S., Australia and the Middle East, expanding our network, growing our global footprint and strengthening our role as a trusted innovation partner. We are also partnering with client GCCs to drive transformation and turn their call centers into high-impact innovation labs. Let me now share 2 examples of large deal wins that we had, leveraging Wipro Intelligence. First, a leading global education provider in the U.K., which is expanding rapidly across markets has chosen us as a strategic partner for a multiyear transformation. The goal is to build a single secure intelligent operating model that can scale with their growth and improve stakeholder experience. Using WINGS, we will standardize core processes, embed automation and AI-driven insights and optimize costs through a global delivery model. Second, a leading U.S.-based fitness technology company has selected Wipro for a multiyear transformation to accelerate its shift to a subscription-based wellness model and support global expansion. We will use both WINGS and Vega to embed AI and automation across IT infrastructure and core functions, driving efficiency, productivity, growth and better customer experiences. These engagements highlight a clear trend. Clients are bringing us in much earlier and recognizing the step change in the way we deliver and innovate. I would now like to update you on HARMAN DTS. First, a warm welcome to all HARMAN DTS employees joining us. With the acquisition now complete, we have added engineering and AI capabilities that truly complement what we do. This strengthens our engineering global business line and helps us accelerate AI-driven product innovation for clients. The integration also opens new regions and high-growth industries and allows us to take on larger, more complex transformation programs. As our teams come together, we look forward to entering new markets, building deeper client relationships and turning innovation into long-term value. Finally, guidance for quarter 4. In quarter 4, we are projecting sequential IT services revenue growth of 0% to 2.0% in constant currency. With that, I will hand it over to Aparna for the detailed financials. Thank you. Over to you, Aparna. Aparna Iyer: Thank you, Srini. Good evening, ladies and gentlemen, and wish you all a very, very happy new year. Let me share a quick update on the financial performance. Our IT services revenue for quarter 3 grew 1.4% sequentially in constant currency terms and 1.2% sequentially in reported currency. Revenue grew 0.2% year-on-year in reported terms, while declining 1.2% year-on-year in constant currency terms. Our constant currency revenue growth numbers included 0.8% as contribution from the HARMAN DTS acquisition that was closed in quarter 3 '26. Our operating margin for the quarter was 17.6%, an expansion of 40 basis points over the adjusted operating margin for Q2 and 10 basis points improvement on a year-on-year basis. I would also like to highlight that this is one of our best margin performance in the last several quarters. As we move to Q4, we will need to factor for incremental dilution of HARMAN DTS. That said, our endeavor, as always, will be to maintain the margins in a similar band as in the last few quarters. Adjusted net income for the quarter was INR 33.6 billion, and adjusted EPS for the quarter was at INR 3.21, an increase of 3.5% quarter-on-quarter and flat year-on-year. Moving on to our strategic market unit and sector performance. All the numbers I will share will be in constant currency. Americas grew 1.8% sequentially and grew 2.8% on a year-on-year basis. Americas 2 declined 0.8% sequentially and 5.2% on a year-on-year basis. Europe grew 3.3% sequentially and declined 4.6% on a year-on-year basis. APMEA grew 1.7% sequentially and 6.6% on a year-on-year basis. From a sector standpoint, BFSI grew 2.6% sequentially and 0.4% year-on-year. Health grew 4.2% sequentially and 1% year-on-year. Consumer grew 0.7% sequentially while declining 5.7% year-on-year. Tech and Com grew 4.2% sequentially and 3.5% on year-on-year terms. EMR declined 4.9% sequentially and 5.8% year-on-year. To give an added color, Capco was flat on a year-on-year basis in Q3. Before I move on to other financial parameters, I'd like to draw your attention to 2 specific one-off charges that we took in our P&L that also impacted our net income. These changes are not included in our -- these charges are not included in our IT Services segment margins. First is an increase of INR 302 crores towards gratuity expenses due to implementation of the new labor code. Second is regarding the restructuring exercise that was completed during the quarter and its impact is about INR 263 crores. I'd like to confirm that we've now completed the restructuring we wanted to do and do not anticipate any further charges. Our operating cash flow continued to be higher than the net income and stood at 135% of net income for quarter 3. Our gross cash, including investments is now at $6.5 billion. Our net other income in Q3 grew 15% sequentially. Accounting yield for the average investments held in India was at 7.2%. Our effective tax rate at 23.9% for Q3 '26 was better than the quarter -- same quarter last year of 24.4%. In terms of our guidance, we would like to reiterate what was stated by Srini. We expect our revenue from the IT Services business segment to be in the range of $2.635 billion to $2.688 billion. This translates to a sequential guidance of 0% to 2% in constant currency terms. Our guidance includes the incremental 2 months of revenue from HARMAN DTS. It is impacted by fewer working days in Q4 and certain delayed ramp-ups in some of the large deals that we won earlier in the year. Lastly, I'd like to share with you that in our recently concluded Board meeting, the Board of Directors have declared an interim dividend of INR 6 per share. With this payout, the cash distributed to our shareholders during the current financial year will be in excess of $1.3 billion, and we will be able to significantly exceed the minimum threshold that we had laid out in our capital allocation policy for the block ending financial year 2026. With that, I'm going to ask Yashasvi to open it up for Q&A. Operator: [Operator Instructions] We'll take our first question from the line of Nitin Padmanabhan from Investec. Nitin Padmanabhan: I had a couple of questions. So one is, I think this quarter, we lost almost $24 million of revenue in energy manufacturing resources. Just wanted your thoughts on that vertical. And how do you see the deal pipeline there? When do you think this can sort of turn around? The second is you alluded to some delays in ramp-ups impacting growth for next quarter to give some -- if you could give some color there. I presume this is related to the large deals. By when do you see this sort of beginning to ramp going forward? And third, where are we expecting to have the wage hike cycle. Those are the three. Aparna Iyer: So Nitin, I'll take your second question. And then on EMR, I'll ask Srini to answer, and on attrition, we have Saurabh here, he could take that on hike -- salary hike sorry. Nitin, in terms of our large deal conversion, each deal is different. One of the significant deal wins we had in Q4 of the last financial year, Phoenix is now fully ramped up and its revenue is fully realized and it's part of our quarter 3 performance. So that's on track. Some of the other deals, given the nature of the deals that we won, we've earlier also highlighted that these deals will take a few quarters to ramp up. So it's a question of it coming in through the course of the next few quarters. And therefore, we have called it out saying that in Q4, we may not be able to realize the full impact and therefore, we're calling it out. The other lever that is playing out is typically furloughs do come back, but Q4 continues to have lower working days, which is not really sometimes offsetting for those furloughs. And therefore, we've given you the guidance we have. But these deals should continue to convert. This deal a little different. We are confident it will take some time, but it will ramp up. Srini, You want to talk on EMR and then Saurabh can talk. Srinivas Pallia: Thanks, Aparna. Happy New year, Nitin. As far as EMR is concerned, our performance in this sector clearly has been impacted based on the macroeconomic uncertainty, we have seen some during tariff related and also some disrupted supply chain issues that we faced. However, our pipeline continues to remain strong in the sector. And essentially, the significant pipeline is around either vendor consolidation or cost takeout. And if I were to give a little bit of color to our specific segments, we have -- we see good momentum in energy in both Americas and Europe, and as far as manufacturing is concerned, we are seeing that in Europe. Also, our Capco business, which is doing some -- is also seeing some traction on the energy consulting side. So net-net, that's the situation that we have right now with the EMR, Nitin. Over to you, Saurabh. Saurabh Govil: Salary hikes, we will take a call in the next few weeks in terms of doing it. Our intention is to look at it this quarter, but we'll confirm it in the next couple of weeks. Nitin Padmanabhan: Perfect. That's helpful. Just one clarification. Do you think EMR should start getting back to growth sometime next year? That's the last question from my end. Srinivas Pallia: As far as EMR concerned, Nitin, I'll just repeat that. One is the pipeline. Like I said, specifically, we have good momentum on the pipeline in energy in both Americas and Europe. And as far as the manufacturing is concerned, it's in Europe. I think our focus right now is to convert these deals and then that should drive the revenue growth for us. And we are just getting focused on winning some of those deals, Nitin. Nitin Padmanabhan: Perfect, very helpful. Thank you so much and all the very best. Aparna Iyer: Thank you. Srinivas Pallia: Thank you. Operator: Next question is from the line of Vibhor Singhal from Nuvama Equities. Vibhor Singhal: Congrats on a solid performance. So Srini, my question was mainly on the -- basically the consumer vertical. You mentioned about the challenges in the EMR vertical. Banking has been doing well for us. In the consumer vertical, the growth was tepid in this quarter. We continue to decline on a Y-o-Y basis. How do you see the outlook in this vertical? We know this vertical also has been impacted a lot by the tariff uncertainty that has basically impacted the producers. But any -- in your conversation with the clients in terms of our interactions in the pipeline, do you see it turning the corner in coming quarters? Or do you think it will be some time before some clarity emerges in this vertical? Srinivas Pallia: Thanks, Vibhor. If you look at our consumer sector, clearly, if you recollect, I talked about it before as well that the tariffs had an impact on this, and that is reflected in our numbers. And also, if you reflect, there was a large SAP program, which was put on hold last year by our customers. And again, the client is yet to reinitiate. And that is one of the things that is impacting our year-on-year performance as well in this particular thing in this particular market sector. However, the overall trend that we see right now is mixed here for us in consumer. Some of the wins we had earlier this year is slowly ramping up, and that should support the growth in this sector. I do not have -- from a quarter 4 perspective, whatever growth we are seeing, that's baked into our forecast number. Vibhor Singhal: And similar thing on the -- basically [ tech ] vertical. I know it's not that big a vertical, but I think both tech and health vertical appear to be doing good. Any specific project ramp-up that we saw in this quarter, which led to this growth? Or do you think it's a growth which we can sustain in the coming quarters as well? Aparna Iyer: Sorry, which sector did you refer to Vibhor? Vibhor Singhal: Aparna tech and the health care verticals, both of them separately. Aparna Iyer: In some sense, in health care, we've been consistently doing well, and we've had both in our year-on-year performance. Seasonally, obviously, we have the open enrollment season that really does improve our health performance in Q3. So that has also added to the performance. In terms of our tech and, we've continued to do well in some of our large technology players. And there is a little bit of the HARMAN acquisition numbers, which is also reflected in the overall sector's performance. And I think communications in general have done -- has been better for Europe and APMEA. That's the color I can give you. Vibhor Singhal: Perfect. That's really helpful. But -- just one last question from my side. You mentioned about the few headwinds in Q4 that you would be facing. And if I look at our guidance, 0% to 2% in the consolidated level, and if we were to, let's say, extrapolate the 2-month incremental impact of HARMAN acquisition, the organic growth will probably fall somewhere between minus 1.5% to plus 0.5%. Is that the right understanding? And is the reason for that very much as you mentioned in your opening remarks as well. Aparna Iyer: Vibhor for some reason, we are not able to hear it clearly. Can you just slow down the question? Vibhor Singhal: Yes, can you hear me? Operator: I'm sorry, his line is disconnected. We'll move on to the next question. [Operator Instructions]. Next question is from the line of Ravi Menon from Macquarie. Ravi Menon: Congrats on a really strong margin performance this quarter. Now that you've come to sequential growth even in a seasonally weak quarter, I surprised that organically, we seem to be hinting at a slight decline possibly at the lower end of our guidance next quarter. And Capco should also be coming out of from the furloughs that it's had this quarter, right? So could you talk a bit about that? And beyond that, do you think that sequential growth is possible looking at the pipeline and the slight improvement possibly if we have on the demand environment? Aparna Iyer: So I will ask Srini to talk through the demand environment. You know we guide based on the visibility that we have at the start of the quarter. I've shared with you that some of the furloughs that typically does come back has been partially offset by the lower working days that we are also seeing this year. And to that extent, we are seeing some softness continue, right? But that said, our endeavor would be to obviously execute the quarter better through this next 90 days, right? Srinivas Pallia: So Ravi, if I look at it, there is no significant change in the demand environment. specifically the discretionary spend as the uncertainty continues. Second, January is the time when many of our customers will finalize their budgeting process. We'll have a much better understanding and view of where they are going to spend. But having said that, if I look at the current pipeline that we have, a significant piece of this pipeline is around cost optimization and vendor consolidation, which are the key levers for our clients. And they are using this as a lever for savings, and they want to reinvest these savings into AI capabilities and also some of the advanced transformational projects that they want to do. For us, we believe this is an opportunity for us to capitalize on this, and we'll make strategic bets in each of these sectors and markets, continue to invest in our clients to do this. From a full year visibility, like Pana said, there is uncertainty in the market and customer continue to remain in wait and watch mode. At this stage, our guidance represents best visibility we have. And if there are any further updates, we will definitely share, Ravi. Ravi Menon: And the -- you talked about vendor consolidation and cost takeout and clients actually using those savings for transformation. Are they actually giving both to the same vendor? Or do they prefer to split that out? What that you're seeing at least in the wins that you have? Srinivas Pallia: So Ravi, it's a mix. There are certain clients who are doing that and continuing with the current partners. And there are certain clients who are changing, and there are certain clients who are increasing the scope and using multiple partners as well. So it clearly varies from client to client. Ravi Menon: And one last question on the HARMAN DTS. Which segments do you think this really improves your possibility of win rates? Srinivas Pallia: So Ravi, if I understand the question, how the HARMAN DTS acquisition will help us, right? Ravi Menon: Correct. Yes. which sectors do you expect the win rates to improve? Srinivas Pallia: So clearly, HARMAN brings in both design to manufacturing capabilities and AI-powered product innovation. In that context, clearly, the sweet spot for a combined unit is, especially the engineering global business line that we have is the tech and com sector. That's, I think, primarily the one where we see a significant opportunity. And the other 3 sectors, I would pick are health, consumer and EMR, Ravi. Operator: We'll take our next question from the line of Sandeep Shah from Equirus Securities. Sandeep Shah: Just the first question is because of delay in ramp-up of deal wins of the last 2, 3 quarters, is it fair to assume if those ramps up in the first quarter next year, then the seasonal softness, which generally comes in the first quarter may not be true next year? Aparna Iyer: So Sandeep, yes, in some sense, that will be the objective that we ramp up enough so that we can offset for some of the weakness that could arise. That said, we don't guide for Q1, but we would like to clarify that it's just delayed and some of those do take time to ramp up and confident that it will ramp up and we will keep you posted. Sandeep Shah: Okay. Just Aparna, I wanted to understand the guidance on the margins, which you said narrow band compared to Q3 margins or earlier range? Aparna Iyer: So you again know we don't guide for margins. You've seen our performance over the last 8 quarters. We've consistently improved, right? I think all credit to the team, we have been fairly resilient on margin, and we will continue our endeavor to keep it. But that said, we will have to invest for growth. And that's the #1 priority, right? We've acquired DTS HARMAN, and that will mean an incremental dilution to our margins that we will have to absorb. So we continue to chase and win large deals and they come with a different margin profile. And these are very important investments we'll have to make. And there will also be decisions that will have to be made on wage increases that Saurabh spoke of. A lot of moving parts. Our endeavor is going to be to make sure that we keep it in that band of 17% to 17.5%. If you recall, we had said that while we stated that band with the acquisition, we will see pressure to that. Right now, we are continuing to hold that band, which itself is a positive. But like I said, we will have to take it quarter-to-quarter. There will be some quarters where we will have to invest in our people, in our deals, in our clients and for growth. So we will make those trade-offs. Sandeep Shah: Yes. Just last couple of questions. The deal TCV in this quarter, both on large deal and total has been slightly softer versus very strong momentum in the earlier 3 quarters. So any reason where is it the client decision-making being slowed down or it's the intense competitive pressure, which has led to some decline in the win ratio? Aparna Iyer: Yes. Typically, like I said, some of these deals, they tend to club, right? We are contesting a lot of large deals. They are in the cycle. We are hopeful of closing them. You will continue to see the momentum on large deal wins. At $1 billion or maybe we are just shy of $100 million. That's been the normal trajectory. Obviously, in the first half, we had a few mega deal wins, 4 to be specific. We hope to win more, right? So I wouldn't read into it in terms of slower decision-making cycle or competitive pressure. I would just say that they tend to lump up. We have a lot of good deals, and we will see the momentum pick up. Sandeep Shah: Okay. And just the last question, Aparna with the war chest of $6.1 billion, though we are distributing dividend, but is it fair to assume that buyback continues to remain one of the options in the mind to give this excess cash back to the shareholders? Aparna Iyer: We have said that buyback will continue to be a means by which we will return cash to our shareholders. It's certainly an option on the table, and we will consider it at an appropriate time. Sandeep Shah: Okay, thanks and all the best. Aparna Iyer: Thank you. Operator: Next question is from the line of Kumar Rakesh from BNP Paribas. Kumar Rakesh: I have just one question. Srini, do you think given the kind of mix which you have, both of vertical and the capability at Wipro, you would be able to get back in line with the industry average revenue growth -- or would it make sense to just slow down your margin, get to mid-teens sort of a margin, be able to better compete with some of your peers, maybe peers as well or maybe acquire some of the companies to reset the mix. What's your thought on that? Srinivas Pallia: Kumar, clearly, first, if you look at our inorganic strategy, it is very clearly aligned to the strategic priorities we called out. We constantly look for sectors and the markets combination in terms of where we need to invest, where we need to acquire new capabilities. And if you look at specifically HARMAN DTS, clearly, it's giving us a combination of both what I would call as capabilities and also a few new markets that they are already in. So we will -- we continue to look at opportunities for us, Kumar, as we continue to move forward. Our strategy is both growing our organic and inorganic and continue to invest in inorganic. And you are right, we do have cash. And as far as that is concerned, it is an opportunity for us to look at the market, scan the market and do the right investment that makes it a win-win for us. Operator: Next question is from the line of Rishi Jhunjhunwala from IIFL. Rishi Jhunjhunwala: Just wanted to understand ex of HARMAN doesn't look like there would be much of a sequential growth in 4Q and 1Q, as we were discussing earlier in the call, historically has had some weak seasonality. I noticed a pretty sharp increase in our overall headcount in this quarter. So just wanted to understand, given the outlook for the next couple of quarters, what is driving this? And how do we read that? Saurabh Govil: The headcount for this quarter is primarily driven from 2 things. One is the acquisition, DTS acquisition. And second is one of the large deals in Phoenix, we had done as reding. I think when we ramped up the deal. So that's been the reason for seeing the ramp-up in this quarter. Otherwise, from a hiring standpoint and supply side, I don't see a challenge. Attrition has been at 2 percentage low for the quarter, trending the same in the next quarter. We are going to go to the campuses again. We had taken a bit of a hiatus in this quarter -- next quarter. So from a supply side, utilization is looking up net of the furloughs, which we -- net of the leaves which people have taken. So we are fairly confident in the headcount supply side to manage the demand. Rishi Jhunjhunwala: Understood, sir. The second question is just wanted to understand this restructuring cost that we have booked in our financials. Is it in the same nature as what we did in 1Q? And if not, if you can give some color around that? Saurabh Govil: The restructuring basically has pivoted on obsolete skill and primarily in 2 areas. One is in Europe, where we have a tough labor laws and second is in Capco. These are the 2 big areas that we did that, similar to what we have done in Q1. Rishi Jhunjhunwala: Understood. And just last thing, there was a bookkeeping question. There is a spike in D&A in this quarter. Any particular reason? And is that a normalized level going forward as well? Aparna Iyer: We have taken a provision for bad debt charge. And I think that's the line item that will show an increase. That's in the usual course of business. You should see that go off starting next quarter. Rishi Jhunjhunwala: Aparna, I was asking about depreciation and amortization? Aparna Iyer: Okay. And typically, we do assess the intangibles every year. And if -- based on the expected forecast, et cetera, sometimes we tend to accelerate such amortization. In this quarter, we did accelerate some amortization towards one of the earlier acquisitions, and that's reflected. And that should also normalize. However, we will have an increased amortization charge coming in for the DTS HARMAN. So yes, you should wait for the next quarter to get some more normalized then... Operator: Next question is from the line of Kawaljeet Saluja from Kotak Securities. Kawaljeet Saluja: I had just a couple of questions for you. First is that at $6.5 billion, it seems that you have plenty of excess cash. So how do you intend to flush this excess cash out? Would it be through dividends or is buyback on the cards? And if buyback is on the cards, then what are the considerations set required to move towards that path? That's the first question. Aparna Iyer: Okay. You're right. We did note that we've been having excess cash. And as a result of that, last year, we had increased our capital allocation. And we've said that we would start increasing our dividend payout. We did that. We paid out INR 6 in the last financial year. This year, we've almost paid INR 11 per share, which is about $1.3 billion. We should opt -- nearly account for like -- if I had to just annualized our YTD EPS is about 88%, 89% of that. So at least what the increased dividend is doing is we're not adding to the excess cash and leaving enough for watches for whatever acquisitions and organic investments we need to make. Is buyback an option to still consider in terms of returning excess cash to shareholders? Indeed, it is. And what are the considerations for that, we will have a discussion with the board on that, and we will come back considerations include whether we have enough net cash available in order to pursue the investments we need, and we will keep the market posted, Kawal. But other statutory considerations are quite in the place for buyback. Kawaljeet Saluja: Can you repeat that last part again? I missed it. Aparna Iyer: I said there are some statutory considerations that you can't do a buyback within 12 months. You can't do it if there is a merger pending for NCLT, et cetera. None of that is -- I mean, all of that is conducive, Kawal, for us.. Kawaljeet Saluja: So let's say, if you had to theoretically decide to do a buyback, today, you can do that. Whereas in the past, there was an NCLT process or merger, which would have acted as an impediment -- there is no such impediment. I mean you can do that as and when you feel it's the right time. Is that the way to look at it? Aparna Iyer: Yes. Absolutely. Kawaljeet Saluja: Noted. The second question is for you and Srini. Let's say, if those 2 mega deal ramp-ups were not delayed, then what would the guidance have been for, let's say, the March quarter? Any way to detail it out either quantitatively, which may be difficult or even qualitatively, that will be very helpful to understand the growth trajectory. Aparna Iyer: Obviously, we can't talk about it quantitatively, Kawal. And qualitatively, like I said, it's only delayed. these ramp-ups should happen. And each deal is different in its nature, right? For example, something like Phoenix, which was entirely net new and fully where there was a clear go-live date and readiness, we've been able to do that, and that's fully into our revenue starting Q3. So that played out perfectly to plan, right? Now in some of the other larger deals that -- or mega deals that we could be winning in terms of vendor consolidation, these deals typically have both an element of renewal and new. Obviously, the renewal is fully in and that continues, and we're not seeing any changes in terms of the expectations. In case of the new, the element of new, some of these things are taking longer, either due to client situations where there could be some changes in the client environment that they're going through and therefore, there is a little bit of a delay in terms of the timing of the ramp-up or it could just be the nature of how it is going to play out, right? Because we will have -- it will take 6 quarters. That's what I earlier alluded to. So it is going to take that time. And we are hopeful that this will flow through in the coming quarters. Kawaljeet Saluja: Noted. Thank you so much. All the best. Aparna Iyer: Thank you. Thank you Kawal. Operator: Thank you. Ladies and gentlemen, that was the last question for today. I would now like to hand the conference back to Mr. Abhishek Jain for closing comments. Over to you, sir. Abhishek Jain: Yes. Thank you all for joining the call. Have a nice day. Thank you. Operator: Thank you. Thank you, members of the management team. On behalf of Wipro Limited, that concludes this conference. Thank you for joining us, and you may now disconnect your lines.
Operator: Hello, and thank you for standing by. My name is Tiffany, and I will be your conference operator today. At this time, I would like to welcome everyone to the Haivision Fourth Quarter 2025 Earnings Call. [Operator Instructions]. I would now like to turn the call over to Mirko Wicha, President and Chief Financial Officer. Sir, please go ahead. Miroslav Wicha: Thank you, Tiffany. Just to make a correction, I am the Chief Executive Officer, Dan is the CFO, but that's okay. I will steal all his thunder anyways. So thank you, everyone, on the call for joining us today to discuss the fourth quarter of our fiscal year 2025, which ended October 31. As mentioned on our previous calls, we are now well into our 2-year strategic plan as we continue to deliver the double-digit revenue growth we have been promising. Today, I'm very happy to report that we achieved a Haivision record quarterly revenue in Q4, eclipsing $40 million for the first time ever in any quarter. We also delivered a 17.6% EBITDA margin performance. We have always said that to achieve 20% plus EBITDA performance, we will need to be at scale around $150 million, $160 million range. I believe we are very close to delivering on this target of the EBITDA range and demonstrate the full earnings potential of Haivision. Our continued double-digit revenue growth as part of our long-term plan to bring us to our historical CAGR growth rate of approximately 20% per year since the founding of Haivision. The focus this year and the next year is all about cementing the foundation for our long-term consistent high revenue growth. I believe we're in a good place right now and on the right path to deliver this long-term growth. We have seen the bottom of the revenue curve back in January '25, which is now over a year ago. And our key fundamental business model for the control room market, which was to move away from being an integrated to manufacturer has been complete for several quarters now. We are seeing a continued increase in our long-term sales pipeline. Our business forecast is compelling, and we are seeing strong demand in this market, not just in the U.S. but worldwide. As I also mentioned before, we have been investing in many new product development initiatives and introductions throughout 2025 and some which are yet to be announced. Back in May, if you remember, we launched the exciting next-generation AI-based hardware tactical edge processor for the defense, military and ISR markets called the Kraken X1 or the KX1. It has been extremely well received as it delivers incredible computing performance for AI-enabled encoding in real time, utilizing the latest NVIDIA chip technology. It's already creating lots of excitement within the ISR Defense community. We have also successfully showcased our next-generation transmitter platform called the Falkon X2 at the NAB show back in April and are now shipping the product in volume. The early demand is already outstripping our initially planned production, and we are increasing inventory supply chain significantly to handle the strong demand. In fact, the Falkon has been the most successful product launch in the history of the company and the product is performing very well in the field. Customers are embracing our innovations on 5G networks and more efficient MIMO antennas, especially in our European markets. The compact Falkon transmitter is changing the ball game for a single camera contribution in the market and upping the standard for quality. Now speaking of ball games, while we have been introducing the transmitter product line into our traditional Makito customers, we are by no means taking the focus off the very important fixed contribution part of our business. I'm very pleased to announce here today that Haivision has been selected as the official video encoder of Minor League Baseball. As a technology partner of Minor League Baseball, Makito will be playing a key role in contribution from Minor League stadiums and the delivery of over 8,000 games for streaming and TV. This partnership represents a major vote of confidence in Haivision from a globally recognized brand expands our reach into the world of baseball across North America. Our reputation driven by leadership across globally recognized brands like the SRT protocol, and Makito platform now joined by Falkon continues to strengthen in the industry and open amazing doors for Haivision. Now strategically, the company is landing landmark defense contracts, installing large multinational operational control in deployments, demonstrating clear leadership in private 5G networking and gaining industry recognition for our technology leadership. All these efforts are already bearing fruit as seen from our Q3 and now Q4 results and will continue throughout our fiscal '26 and beyond. Now let me try to be more clear and direct on why we are so bullish on our business for the foreseeable future, meaning at least the next 3 to 5-plus years. All and I mean all of our mission-critical focus markets are performing well, and we don't see any slowing down for quite a long time. Let me be more specific. Our mission business, which represents 2/3 of our revenue, we only see increased spending and growth for the next 5, 10 years within every defense, military and government in the world. This is not stopping, and Haivision is an important and trusted vendor providing solutions for this industry. Border security is only getting more attention, and it's not going to stop given what we see in the world today. Our products are the gold standard deployed globally in defense, military ISR and security operations. This is a market that will continue to grow for a long time, one that Haivision is also very strong in. The lease forces and emergency response teams everywhere need more reliable and secure platforms more than ever. Global unrest is unfortunately not slowing down and public safety is a massive future growth market. This is another big focus for Haivision technology and one that we're very successful in. In the controller market; enterprises, banks, utilities, military, governments are all in desperate need to install and implement sophisticated, powerful and secure monitoring systems to protect their assets, their people, their facilities and the ever-increasing levels of global cybersecurity threats. The need for centralized real-time secure video operational rooms is simply going to keep increasing for many years to come. It's not slowing down. This is another area where Haivision is positioned to be a global leader. In our broadcast vertical, which represents about 1/3 of our revenue, Haivision focuses actually the most coolest and exciting part, the live sports events and live news. These are the most exciting but fastest-growing areas within the large broadcast vertical. These are the areas that are responsible for all the money, advertising and it's only increasing and not slowing down. So Haivision is well positioned as a leader in both, the wired and wireless 5G space, providing the lowest latency, highest quality, most reliable and most secure video technology on the planet. This is what Haivision stands for. And this is what customers need and are asking for. The strong reputation of success of the Makito and SRT combined with the new private 5G Falkon provides a significant competitive advantage for Haivision for the foreseeable future. Thus, all our markets are bullish with no signs of slowing down anytime soon. Now this is why we are confident on our long-term potential and see double-digit revenue growth for years to come. I couldn't be happier with our record Q4 revenue performance and I would like to reiterate our continued focus and attention on revenue growth and higher profitability. In closing, I would just like to strongly reconfirm our fiscal 2026 guidance, which Dan will be able to discuss later, of delivering $150 million plus in revenue in 2026. Our plan is to maintain pretty much a flat OpEx over 2025 while delivering double-digit revenue growth, meaning and resulting in a 50%-plus increase to our overall EBITDA over 25% as our cost structure and gross margins are well in control. So double-digit EBITDA and double-digit revenue growth is what we expect for 2026 and well beyond. This is what we have been working hard towards the past 18 to 24 months, and we see this year as a significant inflection point for Haivision. Dan, please continue with the detailed financials. Dan Rabinowitz: Thank you, Mirko. Good evening, everyone, and thank you for joining us today. On our last call, I suggested that we are beginning to see the sales momentum reflected in our financial results. This quarter, we have solidified that position with our second consecutive quarter of double-digit revenue growth and very sound adjusted EBITDA margins. By all measures, our fourth quarter performance was compelling. So let's begin with the top line. Fourth quarter fiscal 2025 revenues were $40.2 million. That's up 33.3% or $10 million over last year. For the full fiscal year, revenue was $137.6 million. That exceeded the prior year by 6.2% or $8.1 million. We made up a lot of ground from the weak first quarter and the relative flattish second quarter, both Q3 and Q4 significantly exceeded prior year revenue levels. Exchange rates, which helped us in the first and second quarter by about 4%, normalized in the third and the fourth quarter and were -- and their impact was half of that of the first half. Thus, we're talking about solid organic growth in the second half of the year. Our year-over-year growth is even more impressive as revenue from our control room solutions, excluding third-party components are soundly surpassing last year's levels, which included those components. Control room sales for the year increased by over 35% whereas sales of third-party components declined by another 20%. Remember, the Navy contract is a legacy systems integration model and will continue to include third-party components. And given the nature of the business overall, we will not be able to avoid third-party components entirely. Our recurring revenue from maintenance and support contracts and cloud services continues to grow year-over-year. In our fourth quarter, recurring revenues were $7.3 million, that's up 8.6% year-over-year. For the full fiscal year, recurring revenues were $28.9 million, an increase of 10.2%, a rate higher than our full fiscal year revenue. Recurring revenues now represent about 21% of full year revenue and an even more impressive outcome considering the tremendous growth in product revenue we saw in fourth quarter. We expect to continue to see sound year-over-year growth in recurring revenue as total revenues continue to build. Recurring revenue is not only sticky, but provides stability. And combining recurring revenue with programmatic revenue, which includes multiyear deliveries, gives us really good visibility to overall fiscal year revenue. Gross margins in our fourth quarter were 73%, consistent with the prior year. Now gross margins are impacted by the overall magnitude of sales which enable us to leverage the fixed component of cost of sales like production labor, fixed technology licenses and reserve costs. And on the side, we typically see higher gross margins in our fourth quarter, which is commensurate with the U.S. government year-end and typically is the largest quarter in any given fiscal year. Now gross margins are also impacted by the timing of deliveries under our U.S. Navy contract as that Navy contract is a legacy systems integration contract, including certain third-party components. We also are impacted by seasonality in the mix of products shipped and software-only or virtual machine deployments, which have higher-than-average gross margins. On a year-to-date basis, margins were 72.5%, in line with our long-term expected average and only slightly below last year's rate of 73.1%. Total expenses this quarter were $25.4 million. That is up $3.6 million from last year. As had been communicated on prior calls, we made incremental investments in sales and marketing and research and development to exploit the opportunities that are presented to us and to groom the company for double-digit revenue growth. Thus, the main drivers to the quarterly increase in expenses include about $1.2 million in sales compensation, including variable compensation related to higher-than-expected revenues, roughly $1.1 million in additional R&D investments, consistent with our plan to add engineering resources for new products and business opportunities. Approximately $0.5 million is related to differences in foreign exchange rates and then another $400,000 from noncash share-based payments, which can vary based on the nature and the timing of those grants. Looking forward, this August will be our 5-year anniversary of the Haivision MCS acquisition. Thus, technology purchased as part of the acquisition will be fully amortized, reducing total expenses by about $600,000 per quarter. The following April will be the 5-year anniversary of Haivision France. Thus, technology purchased as part of the acquisition will be fully amortized, reducing total expenses by another $350,000 per quarter. With the exception of amortization expenses, which will decline and the timing of trade shows, which can shift from quarter-to-quarter, the underlying expense base is becoming relatively fixed. For the full year, expenses totaled $101 million, up $11.8 million from last year. The increase reflects a couple of things. $2.1 million comes from currency impacts. We have launched hedging programs on euro-denominated assets and liabilities to reduce the Canadian dollar exposure to such fluctuations. This is in addition to the hedging program for U.S.-denominated assets and liabilities. $1.7 million of the increase is a nonrecurring litigation expense related to the Vitec case. The reward represents just a fraction of their original claim. Now Vitec has appealed the judge's ruling. Nevertheless, we've already recorded the full liability, including damages interest and trial costs. $1.2 million of the increase is from noncash share-based payments, which can vary based on the nature and the timing of those grants. In some respects, these expenses, which make up $5 million in the increase when compared to prior year are outside of our control. But the remaining increase represents investments we chose to make. Normalized for the foreign exchange implications, we spent an incremental $2.9 million in operations and support, $1 million of which is related to our cost of our internal technology staff. The rest of the increase is largely people costs to support the numerous product introductions and the U.S. Navy deal. We spent an incremental $2.4 million in sales and marketing, again, largely in people costs, to facilitate our double-digit revenue growth initiatives. But you should note that variable compensation in fiscal year 2024 was not as buoyant as it was in fiscal year 2025. Thus, the year-over-year comparisons may not be completely fair. Variable compensation to the sales organization represented in and of itself about $1 million of the increase. We also spent $1.9 million in research and development largely in people cost and cost of materials to assist in product realization. Now as you've heard in past calls, these investments have resulted in some new products in 2025 and will secure the timely availability of new products in fiscal 2026 as well. So higher revenue in our fourth quarter contributed to an incremental $7.3 million of gross profit. And with expenses up only by $3.7 million, our operating profit was $3.9 million, exceeding last year by $3.6 million. And for the full fiscal year, the $8.1 million in incremental revenue resulted in incremental gross profit of $5.1 million. Thus, for the reasons outlined earlier, our total expenses rose by $11.8 million and our operating profit of $5.5 million -- I'm sorry, our operating loss for the year was $1.2 million compared to an operating profit of $5.5 million, which is a swing of $6.7 million. But as most of you know, we really focus on adjusted EBITDA as it gives us a clearer view of our performance by stripping out the noncash, the nonrecurring items like depreciation, amortization, share-based payments and the cost of legal settlements. So for Q4, our adjusted EBITDA was $7.1 million compared to only $2.9 million last year. That's an increase of $4.1 million or an impressive 140%. The adjusted EBITDA margin was 17.6%. Let me emphasize this point. Our adjusted EBITDA margin of 17.6% is very close to our long-term expectation of 20%. For the full fiscal year, adjusted EBITDA was $12.8 million compared to $17.3 million last year. We did make incremental investments as we've disclosed in previous con calls to exploit the opportunities and to prepare the business for growth in 2026 and beyond. We ended Q4 with $17.2 million in cash. That's an increase of $6.3 million from the end of last quarter. In addition, the amount outstanding on the line of credit declined by $5.2 million. Thus, the net increase in cash in the quarter was an impressive $11.6 million. The financial statement as presented don't show much of the increase in cash because we also purchased $4.9 million in shares for cancellation. We have been paying cash-based taxes of $1.5 million, and we have repaid loans for another $300,000. On that matter, I just want to remind everyone, in fiscal 2025, we actually purchased about 1 million shares for cancellation for an investment of $4.4 million. Over the last 2 NCIB programs, we purchased about 1.8 million shares for cancellation at a total investment of $8.1 million. Our credit facility remains strong at $35 million, with only $2.7 million outstanding at year-end, with room to expand if strategic opportunities arise. Total assets at year-end were $145 million. That's an increase of $3.7 million from the end of fiscal year 2024. The increase in assets is largely related to the $5.6 million increase in receivables, which is based on revenues and a $3.1 million increase in deferred income taxes. Now these were offset by the decrease in the value of goodwill and intangibles, largely the result of ongoing amortization and a decrease in the value of inventories. Just to note about inventories for a second. Yes, inventories decreased $1.6 million this year. But I'm also happy to say that inventories declined by $8.1 million since peaking in the second quarter of 2023. Total liabilities at quarter end were $47.5 million. That's an increase of $2.9 million. Now that increase is largely the result of an increase in payables by $3.2 million. Now to avoid the typical questions that we really -- we usually receive regarding tariffs. I want to remind everyone. Our proprietary products are covered by the USMCA trade agreement, there are no tariffs on products manufactured in Canada when sold into the U.S. Our next-generation transmitter products will be manufactured in North America, mitigating the impact of those 15% tariffs. We believe that we are well positioned and they actually have a competitive advantage compared to all our competitors, many of our competitors who manufacture their products overseas. Now in terms of projections, as Mirko kind of alluded to, we are still buoyant about fiscal 2026, and we anticipate overall revenues to be higher than $150 million for the fiscal year. This is consistent with our double-digit revenue growth trajectory. More impactful is that we are going to leverage relatively flat operating expenses and we anticipate our adjusted EBITDA to grow by at least 50%, a much faster rate than top line growth, illustrating our ability to leverage our OpEx. So if I could summarize our overall performance. In Q3, we delivered solid double-digit revenue growth of over 14%. In Q4, we delivered solid double-digit revenue growth of 33%. Gross margins are stable. We achieved our long-term expectation of 72.5%. Our OpEx has largely stabilized at these levels, though we will see quarterly variations based on the timing of marketing spend. Our adjusted EBITDA margin in our fourth quarter was 17.6%, a bit shy of our long-term objective at 20%, but clearly demonstrates the earnings potential of the business and we purchased 1.1 million shares for a total investment of $4.9 million in the year. A pretty successful accomplishment for the year. With that, I'll turn it back to Mirko for Q&A, and thank you again for joining us on today's call. Miroslav Wicha: Thanks, Dan. I guess we can -- we'll open up for questions. And operator, Tiffany, you can start with the questions, please. Operator: [Operator Instructions]. Your first question comes from the line of Robert Young of Canaccord Genuity. Robert Young: First question, just on the guidance. I think Mirko at the beginning, you said that you could hit or you would need $150 million to $160 million in top line to break through 20% EBITDA margins. And then Dan, I think you said the 50% growth in EBITDA. If my math is right, that put around 13%. And so I was just curious about the path from 2026 to 20% EBITDA margins given if you're already over $150 million, just help me understand what needs to happen to bridge that? Dan Rabinowitz: Go ahead, Mirko. Go ahead. Miroslav Wicha: No, go ahead, if you want to take that one, well, I can add to it. Dan Rabinowitz: Well, so we've always sort of suggested that we think we could be at scale at $150 million to $160 million. I think when we threw out the $150 million, that was almost half a decade ago or even more than that, cost structures have changed a little bit, and I think it might be closer to $160 million, given all the things that we have to put in place. We just accomplished $40 million in revenue and we just had 17.6%. Now I don't think anyone believes we're going to be able to do $40 million each quarter next year. First -- our first quarter is going to be less than $40 million. Typically, our fourth quarter is our most robust quarter and typically -- and part of it is because it's commensurate with the U.S. government year-end. So we have to sort of average what we can expect to do in the first, second, third and fourth quarter to get to the $150 million mark. And we will have some quarters that will not be at $40 million, and we won't be able to get to that 20% number. So we're being cautiously optimistic. We do believe that a 50% increase in EBITDA is very, very doable. And you're right, the mathematics kind of puts it down a little bit below the 15% level for the full fiscal year but we're knocking on that door. Miroslav Wicha: And I would say, Robert, to Dan's point, I think it really -- on a full year basis, we'll be looking at 2027 as our target. Robert Young: Okay. That's all really helpful. And then you said that the mission-related component of your business is roughly 2/3. I know you said that previously. But I was wondering if it might be helpful to provide a little more information around what percentage of the business is related to defense. Is that something you'd be willing to share? I've asked this in the past. Miroslav Wicha: We don't really break it down. Dan, I mean, do you have a rough -- I mean, we could do a rough number, but we don't actually break it down specifically defense. Dan Rabinowitz: We really don't have that [indiscernible]. We certainly don't have it from a revenue standpoint. I mean we sort of track on the sales side of the equation. But it's a little bit of a complicated exercise because you've got -- where does the client reside and then what's the technology that's being sold into it. And so you have all sorts of anomalies that we have to curate before we can come up with a number that would be meaningful to the group. It's not something that we focus much of our attention on. Miroslav Wicha: Okay. Yes. I mean, Robert, to give you an example, I guess you could consider the Pentagon a defense, right? Ironically, we classify our project at the Pentagon as government because it's the video deployment throughout the entire Pentagon, right? So it could be defense but we kind of classify it as government like NASA, right, is enterprise, but yet it is government. So it gets complicated. Robert Young: Okay. Okay. I mean that's helpful. I mean if I think of the business, in the past, you said that media broadcast is a 1/3 and defense and government are 1/3 and enterprise are 1/3. Is that still roughly the same? And then is that enterprise piece, what does that comprise? Maybe give us a little sense of how far that leans toward defense or towards security or situational awareness, that would be helpful. Miroslav Wicha: Well, good question. I mean, I think if you use a 1/3, 1/3, 1/3, we're probably depending on what quarter we're plus or minus a couple of points. So it's probably a good generic comment to say like pure defense probably like which includes like ISR, but ISR could also be public safety, right? So -- but if you look real defense-oriented applications, maybe a third enterprise, which is government, which would be like a Pentagon, would be like, for example, NASA, but also is Citibank, JPMorgan, banking sectors, which would include control room, right, for that environment. That's about 1/3 and then the 1/3 for the broadcast. So if you look at the enterprise for us, it's government, enterprise, control room market, and I guess, for the sake of argument, it's a nondefense related. That's how you want to break it down. Dan Rabinowitz: And public safety. Miroslav Wicha: Yes, on public safety, right, like police stations. Like when a police department puts out the control room system. It involves a lot of our ISR assets as well, but it's video coming into for emergency response, collaboration, and that's our C360 environment, that's public safety, right? Robert Young: Okay. That's really helpful. Any way you want to look at it, I guess, a lot coming from defense spend. And you've said permission. In the past, you've said that and I think you updated it this quarter, I think you said you have large pipeline opportunities in both enterprise and defense. And would that split of the pipeline be similar to the revenue space? Is it 1/3, 1/3, 1/3? Or would you just say that more of the pipeline opportunity is driven by government and defense. I imagine those are longer duration contracts. Maybe if you could give me a little color around that, that would be helpful. Miroslav Wicha: Yes. No, you're right. I mean, they are different and they are also different timing and the length of them. But I would say, at the moment, I mean, just looking at today and looking at the long-term pipeline, there's a tremendous pipeline in amazingly enough in our banking sector where there's a lot of emphasis right now in cybersecurity and people putting in control room environments, which tend to be quite large and also multinational. You have a lot of customers that are deploying, they're first to deploy the central system and then they're deploying it all across the world. So those tend to be pretty large, but they tend to be multiyear and pretty long. So it's hard to put a finger on it which kind of mimics some of the defense contracts, right? I mean these things are also long. They look at the Navy program. We did the [indiscernible] program. We did the Predator program. We've got the state department program. These things are 5 to 15 years. So they tend to look kind of similar based on a programmatic type of business. So I haven't really looked at the actual split, but I don't see any weird anomalies that would lead me to think that 1/3, 1/3, 1/3 is still not a good number. Robert Young: Okay. And then you said that you see good momentum in those markets over the next 3 to 5 years. I'm not trying to put words in your mouth. But I think it was isolated around government and defense, if that's the case, it could be confirmed. But does that mean that you have very high confidence and visibility on the size of these contracts? Or are you just looking at the level of demand when you make that outlook? Miroslav Wicha: It's pretty much a combination of both. There's a tremendous amount of interest, activity, POCs, people getting very, very hot and interested and plus also some pretty significantly large contracts. So it's a combination of both. I mean, there's -- I've never seen such a level of activity in the market ever. And I think it's purely because of the chaos going around the world, instability in the world, the geopolitical tensions. I mean, everything that -- from border security to police enforcement, to government security, to defense, to NATO being forced to increase their budget significantly. We're just seeing it everywhere. So it's -- and I don't see it stopping. I mean I think this is just the beginning. I don't see an end to it. So I think I know 10 years is a long ways, but I think 3 to 5 years is easy to say, there's no stopping. Robert Young: Okay. A couple of more questions. Can I keep going? Miroslav Wicha: Yes, sure. Robert Young: You said that you had seen a higher level of demand from the 5G contribution, the Aviwest business. I can take that in one of a couple of ways, either maybe you were conservative on your builds or conservative on your expectation of demand or demand truly is just way beyond what you are expecting. Maybe if you could dig deeper into that on what the drivers are there, what's causing that? What -- why is it that your product is seeing such good uptake, et cetera? Miroslav Wicha: Great question. I mean we do build pretty -- usually pretty accurate forecasting. We've done a lot of product introductions over a lifetime. It was -- we did build up, which we thought was a pretty robust forecast for the launch. We were obviously pleasantly surprised that the product has received much more rigorous attention due to what I believe is really the bubble that's coming up, which is a private 5G networking. And I think as we demonstrated back in the Paris Olympics, we've been doing a lot of tests, and we've been testing this technology with some other advanced pieces with our Pro 420 and Pro Series before the launch of Falkon. So we made sure that we actually checked out the latest antenna technology. I mean, we are at the forefront of the private 5G networking. So we made sure that we built everything into the Falkon at the beginning usually when you have products, you know what you add functionality, you test the market, you add more. We came out very strong with absolutely slapping this market sideways. And with the MIMO antenna and technology with all of those features and functionalities that private 5G people are requiring and need, it just hit the sweet spot. And I'd tell you, it's been an amazing pleasant surprise. We have no problem scaling by the way. So it's like we can scale this thing to ever. But I think people appreciate the compactness, the robustness, the size, the powerful capability in the private 5G MIMO technology. And by the way, this is the beginning, and this is the beginning of the family, which we're about to launch the next member of the family later this year, and it's going to continue into the next 18 months. So we are replacing the entire fleet. So I think people are buying into the vision, the strategy, the product family, the software with the HUB 360 that is the control system. Our ecosystem is really taking off. People love that. And by the way, it fully connects seamlessly within the SRT, SST and Makito world. So when you look at the whole fixed contribution, wireless contribution, 5G networking, we're the only vendor right now. We're the only vendor that can do both at the bleeding edge. So I think it's a perfect storm, right? Very excited about the [indiscernible]. Robert Young: Okay. Last question. Just try to gauge your exposure to the space secular trend. I know you've noted NASA and SpaceX as customers. I think most of it was tracking from the ground with cameras at launch. And I'm just curious, just give us a sense if there's a broader opportunity in space and then I'll get off the line. Miroslav Wicha: Okay. No, absolutely. I mean we've been very, very focused on space. It's a huge opportunity for us. I mean you know that we have all of the top players. I mean, SpaceX is a major client, Blue Origin is a major client, [indiscernible] is the biggest -- one of our biggest clients and all of the security agencies. So we are a very, very large player in the space community. And by the way, there's a lot of money being flowed into space in the future. So yes, we're focused on it. We're very excited about it. In fact, we're even developing new technologies that we'll be announcing later this year which will be the video distribution, next-generation technology for people like NASA and others. So very excited about the space. Robert Young: Congrats on the top line. Dan Rabinowitz: Before we go on to the next question, I just want to sort of answer a couple of questions a little bit more specifically. Obviously, I've been tracking revenue sources forever from the origin in the company here. And I can tell you in the last 10 years, last decade, this 1/3, 1/3, 1/3, give or take 2 or 3 points, has been consistent for a very, very long period of time. We just -- I was actually surprised when I saw that when I went back to look at the numbers. It's been consistent for quite a bit of time. And I wanted to talk a little bit about our forecasting methodology because when we talk about pipelines, and we talk about visibility and what have you, and we talked a little bit about having a sophisticated forecasting methodology. It is true. We don't have forecasts that say things like we think that this customer is going to buy $100,000 worth of product. What we have is a pipeline where this person -- this customer is going to be buying $94,532 of product. And what that means is not only have we spec-ed out the components that they're going to be buying, but we've already had discussions about price, which means our pipelines are a lot more robust than what you would think in a typical forecast. We rely on those forecasts for our production schedules. We rely those things for our revenue recognition. And everyone is trained to treat those things well. There is no betting on the come and there's no pipeline opportunity that exists that hasn't had some discussion with the customer around it. Okay. Next question. Operator: Your next question comes from the line of Rukun Duggal with Chandern LP. Rukun Duggal: Dan and Mirko, when I look at your valuation relative to peers in the sector, there appears to be a meaningful discount despite the company's growth trajectory, leading gross margins and improving operating performance. Your commentary also suggests that cash generation in the coming year will increase. With our NCIB, we've certainly been buying back shares. But has the company and the company's Board considered significantly more aggressive share repurchases as a capital allocation priority given what appears to be an attractive entry point at current levels? And how aggressive can we be? Miroslav Wicha: Well, the answer to the question is that we do raise the issue with our Board periodically as recently as today, as a matter of fact, and they've asked us to put together a more specific program about it and discuss it at the next meeting. I think they are receptive to the idea of us being a little bit more aggressive. We do intend to renew our NCIB for 2026 and beyond. And we're hopeful that we can continue buying back shares as aggressively as possible. I think that there's more receptivity to it but we're still a relatively small company. And even though we have $17 million in the bank, and we have access to a line of credit, there is a bit of a conservative bent to our Board at this point. Operator: Your next question comes from the line of Donangelo Volpe with Beacon Securities LTD. Donangelo Volpe: Congratulations on the strong quarter. Just in your prepared remarks, you discussed the Falkon X2. It's now shipping in volume and demand starting to outstrip production. Just wondering if you guys can discuss how quickly you expect to ramp up to meet this high demand. Is that achievable in Q1? Or would this be a long-standing approach through 2026? Miroslav Wicha: Well, Q1 has got 2 weeks left. We're pretty much committed to what we're going to ship by the end of January. But yes, no, we're ramping up. We have no concerns for Q2, Q3, Q4. So production is already prepped. We're going to high volumes, we should be able to cover any excess starting as early as February. So not a concern. Donangelo Volpe: Okay. Great. And then just looking at for Q4, the 33% year-over-year revenue growth, just wondering if you can break down some of the dynamics you were seeing across both the broadcast versus -- the broadcast versus the mission segment. And I'm just curious if there was any pull-forward demand before the end of the year if we can kind of continue to anticipate momentum to continue. Miroslav Wicha: You say pull forward -- sorry, what you might pull forward from Q4 to Q1 or you're saying... Dan Rabinowitz: Did we steal from Q1 to make Q4 numbers? Miroslav Wicha: Okay. So no, definitely not. But okay, go ahead, Dan, do you want to handle that? Dan Rabinowitz: That was -- I think that was one of the reasons why Mirko and I both felt fairly compelled to suggest that $150 million plus for 2026 is still on the offering. I don't want anyone to get the impression that we've moved revenue from the first quarter into the fourth quarter. That didn't happen. In fact, we left the quarter with backlog, which is a great place for us to be. Operator: That concludes our question-and-answer session. I will now turn the call back over to Mirko Wicha for closing remarks. Miroslav Wicha: Thank you, Tiffany. Thanks, everybody. Look, in closing, I just want to say we're committed as always to maximizing long-term value for all our shareholders. We are confident in our ability to execute on our strategic revenue growth plan and deliver solid growth for the future as promised. I just want to thank all our shareholders and analysts on the line today for their continued support of Haivision and I look forward to speaking with you in mid-March when we will discuss our first quarter performance results, which will close in 2 weeks from now. Thank you. Operator: Ladies and gentlemen, this concludes today's call. Thank you all for joining. You may now disconnect
Operator: Good morning, ladies and gentlemen. Thank you for standing by, and welcome to Loop Industries Third Quarter Fiscal 2026 Corporate Update Call. [Operator Instructions] This conference call is being recorded today, Thursday, January 15, 2026. The earnings release accompanying this call was issued after the market close yesterday, Wednesday, January 15, (sic) [ 14 ] 2026. On the call today are Daniel Solomita, Founder and Chief Executive Officer; Spencer Hart, Chief Financial Officer; and Kevin O'Dowd, Head of Investor Relations. I would now like to turn the call over to Kevin O'Dowd to read the company's forward-looking statement disclaimer. Kevin O'Dowd: Thank you, operator. Before we begin, please note that today's discussion will include forward-looking statements within the meaning of U.S. securities laws. These statements relate to our expectations, projections, beliefs, future plans and strategies, anticipated events and other matters regarding future performance. Forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied. For a discussion of these risks and uncertainties, please refer to the Risk Factors and Forward-Looking Statements sections of our most recent annual report on Form 10-K, our quarterly report on Form 10-Q filed with the SEC and the earnings release issued after earlier today. These filings are available on the SEC's website at sec.gov or through our Investor Relations teams. With that, I'll now turn the call over to Daniel Solomita, Founder, and Chief Executive Officer of Loop Industries. Daniel Solomita: Thank you very much, Kevin. Q3 was a busy quarter for Loop as we move towards the construction phase of our Infinite Loop India manufacturing facility and progressing with our partnership with Reed Societe Generale Group for our project in Europe. I'm pleased to report on several positive developments. The Infinite Loop India project is on budget and on schedule. Before getting into the details, I want to officially welcome Spencer Hart, joining Loop as CFO. I've gotten to know Spencer well over the past year since he joined our Board of Directors. His leadership and knowledge of the capital markets and financing structures will be a great asset for Loop moving forward. In Q3, we announced that we have executed a supply contract with Nike, the large American sports apparel company to be an anchor customer for the Infinite Loop India manufacturing facility. The contract is for Loop to supply Nike with a fixed amount of twist, our textile-to-textile polyester resin on an annual basis at a fixed price for multiple years. There's a guaranteed take-or-pay element to the contract as well, which means if Nike does not take the delivery of the material, they still have to pay us a percentage of the sales price. We are currently in discussions with several CPG and apparel brand companies to secure additional offtake agreements. Textile-to-textile is becoming a very important growth driver as European regulations are being put in place to mandate more recycled content in clothing and recycled content from textile to textile, which means starting from a polyester textile waste and producing a new polyester textile with it. We're forcing the apparel companies to find a solution to recycling old clothing at the end of its life. Loop's technology is uniquely suited to recycle post-consumer textile waste. Post-consumer textile waste is difficult to recycle because of the different components that go into making the clothing. You often have polyester mixed with cotton, polyester mixed with nylon, button, zippers, et cetera. And all of these components have different monomers or starting components. And for this reason, it poses a tremendous challenge to recycle. Typical recycling is done at very high pressure, high temperature, where you're either forcing the depolymerization to be done under very extreme conditions or you're simply just melting the plastic down into a new form. And both of those do not work well for the textile industry because of the different components. And where Loop's technology overcomes that is because of our low temperature depolymerization, -- what we do is at very low temperature, we break down the polyester into the DMT and MEG. And because of the low temperature, all of the other components like the cotton, the nylon, the buttons and the zippers, they stay whole and we filter them out after the depolymerization, which gives us a huge advantage. And that's why Loop's Technology is uniquely suited to be able to process this type of clothing waste. Our project in India is also located next to a free trade zone. So we'd be able to import the waste clothing from Europe or from other parts of the world into that free trade zone and then transport that to our facilities to help the brands in Europe be able to recycle the material that once they've collected it. So it's a really huge benefit to Loop. And this government regulation starting in 2026 and is going to start being enforced in 2028, which is exactly the right timing for us. Our plant is scheduled to be completed construction at the end of '27. So 2028 is a perfect timing for us to be able to do this. So because of all of these regulations, we're really seeing an uptick in the demand for the textile-to-textile side. And we were on the phone the other day with a very large textile manufacturing clothing company, and they said textile-to-textile is not a nice to have anymore. It's a must-have because of the European regulation. So that's going to be a big driving force in the future. 66% of all of the PET and polyester manufactured in the world, which I believe is about 85 million tons per year, -- 85 million tons per year is coming from the polyester textile side. So it's this really a huge shift in the marketplace, which we are really uniquely suited to be able to capitalize on. And the Indian facility is perfectly located for that. Besides the low-cost manufacturing, like I said, it's near the textile hub in India, the Gujarat province, a lot of textiles. So the main feedstock we'll be using for the process is textile for the textile-to-textile. So it's really perfect timing for us and perfect timing for this Indian project. On the engineering front, we hired Toyo, the large Japanese engineering and construction company to complete the detailed engineering, which started November 1 and runs through the construction of the plant. Toyo has a very large presence in India and has done tremendous work to date. Our engineering team is now fully deployed on working for this project and generating revenue for Loop from this project from the joint venture. So we really feel that we're in really good hands with Toyo. They're doing an excellent job, and we're excited to be working with them through the construction of the facility. Debt syndication is moving well. We are building a syndicate of lenders for the project debt financing. We've received several term sheets for multilateral development banks, sovereign wealth funds as well as international and local commercial banks. Returns so far are in line with our expectations, and we anticipate closing the debt financing in the coming months, in line with our project schedule. So that's really the update on India. As far as the progress with our partnership with Reed Societe Generale Group, as you know, we've licensed our -- we licensed -- we sold Reed SocGen, a license to our technology to build 1 plant in Europe. SocGen has spent time working on site selection. I believe they started with looking at 20 sites across Europe. They've narrowed it down to 3. There's 1 lead site in Germany that is being negotiated right now. And we think that should finalized very shortly, sometime probably the end of January, beginning of February, at which time we anticipate to begin generating meaningful revenue and profits from providing the engineering for that project. So the engineering and milestone payments will be over the next 3 years for the project. And we believe that, that would cover all of Loop's back-office expenses for the next several years. Cash operating expenses for the quarter were $2.2 million, reflecting a year-over-year decrease of $1.1 million. At the end of the third quarter, we had total liquidity available of $7.7 million. In the coming quarters, this number will continue to decrease. The operating cash expenses will continue to decrease as more expenses are transferred to the joint venture in India and the project in Europe as well as we've seen some meaningful reductions in other areas of our spend -- our annual spend. Our focus is on raising the remaining financing required for our equity contribution to ELITe and for the operating expenses until the start-up of the Indian facility. We are engaged with multiple parties regarding a financing to fund our investments in ELITe. This capital, along with anticipated engineering revenues derived from the India and European projects is expected to fund Loop's ongoing operations until its first facility becomes operational. I'd like to turn it over to Spencer Hart now, our new CFO, and let Spencer say a few words. Spencer Hart: Thanks, Daniel. It's nice to be on the call with you on my -- one of my first days as being CFO. As a brief introduction, I've spent over 30 years in my career in investment banking. And I've followed Loop for many years. About a year ago, I joined the Board of Directors, and I'm a big believer in the company and Daniel and in the whole management team. I think there's an opportunity here to build a great company and create significant value in the process. During my investment banking career, one of my areas of focus was raising equity and debt capital for my clients. And so I'm going to be very focused on supporting Daniel, raising the capital for Loop to bring us to the next stage of our strategic development. For this quarter, Daniel gave you a good update on the business. The detailed quarterly results are [indiscernible] which were filed last night. I would just point out that the company has managed expenses very well in the third quarter, bringing cash operating expenses down over $1 million from last year's third quarter. We have opportunities to reduce that further, and some of those opportunities have already been locked in. With that, I'll pass it back to Daniel for closing remarks. Daniel Solomita: Sorry about that. Thank you very much, Spencer. In conclusion, really pleased with the progress we're making both in India and in Europe, starting to really making meaningful revenue from -- and profitability from the engineering fees in Europe and in India, or are you going to be able to sustain our back office spend for the many years coming. So that's all really positive development for us. And we're really confident in the financing as well. So looking forward to getting all this done in this quarter. With that, I'll open it up for questions. Operator: [Operator Instructions] Our first question today comes from the line of Gerard Sweeney with ROTH Capital Partners. Gerard Sweeney: So I had a question on Nike. Sorry, you guys can hear me, correct? Daniel Solomita: Yes, can hear you fine, thank you. Gerard Sweeney: Got it. So question on Nike or actually the facility in India, 70,000 metric tons. Nike, obviously, huge global brand, great opportunity for Loop. Just curious, how much of the facility in India is under contract? And you have Nike, and I believe you have a few other people. Maybe you could just delve into where it sits on the output and who's going to -- the offtake for the output? Daniel Solomita: Yes, we expect to have -- thanks for the question, Gerry. We expect to have following 5 to 6 customers total for the facility. Today, we have Taro Plast and we have Nike. We're in negotiations with several other CPG brands on the packaging side for Europe. So some of our customers that we've dealt with, and we've had long-standing relationships that we produce products for before, that we have products on the shelves with them in different geographical regions today. We're finalizing negotiations with them for packaging for the European market. and the textile side as well for a few other textile companies. So I would suspect we'll probably have another 3 to 4 customers to have the entire capacity of the facility under contract. Gerard Sweeney: Got it. So it's going to be a mix of packaging and textile. And on that front, or pricing, I know you don't necessarily want to give pricing but maybe in broad strokes or broad terms, textile and packaging, is it similar pricing and margins? Or is there one area better than another? And if you don't want to go into that right now that's fine. Daniel Solomita: Yes. Yes. I think overall, we have a target average sales price for the facility. And so we're really unique in a technology that we're able to play in both sides, right? We can play on the packaging side, create FDA-approved food-grade plastic for water bottles, and we can also play on the textile side. And so we're agnostic. We can do both, which really positions us uniquely in the marketplace to be able to deliver on, hey, if market -- the bottle market is hotter, then we can produce more bottle. If the fiber market is hotter, we can produce more fiber. So right now, we're gauging the different levels. I would say right now, the textile side is a little -- there are higher premiums being paid on the textile side because of the textile-to-textile, the regulation coming in and a little bit more of the uniqueness on that side, where both sides can get -- so the bottle sides can get mechanical recycling to give them a certain percentage of what they need. But if they want the quality, then they have to come to Loop for the quality that the virgin quality material. So right now, I would say probably textiles, you'll get a little bit of a higher premium there, but it's very comparable. It's really also on the customers' need. It's what does the customer really need and what does the customer's margins look like. Generally, the textile companies or the fashion companies work with a little bit higher margin. And we are the finished product, like we are the textile. So that polyester fiber that we are making is the actual textile. Whereas if you think about the packaging side and the bottle players, we're the container that their drink comes in. So we're not the actual product. We're the packaging around the product. So it's a little bit of a different mentality. But we can play on either market and we're ready to move as needed. Gerard Sweeney: Got you. And another question on that front. This is maybe on the marketing side and probably something that hasn't been brought up in a while. But I know historically, you've always said even on some of the sort of runs you've done for Avion, it's like made with Loop or Loop material. Are you still going to be able to market the textile and packaging with some of that marketing opportunity like Loop -- made with Loop recycled product or Loop inside along those fronts? Daniel Solomita: Yes, we definitely want to continue on the marketing side with that. On the packaging side, we've had that in the past. We expect to continue that in the future. On the textile side, we created a sub-brand for Loops material called twist. And so that's a part of the discussion when we talk about this with the textile companies. And one of the big things that the textile companies need from us is to be able to recycle their waste because now they're going to be responsible for collecting their waste. And that's going to put a huge pressure on the system. So they're going to have to organize the collection. Once the collection is there, they're going to need our technology to be able to recycle that for them. And so those are really great opportunities to do co-marketing and co-branding around those entire circularity of the entire product portfolio. So them sending us the weight, reprocessing and sending it back to them, creating that loop. That's something that we think we can really take advantage of on the marketing side. Gerard Sweeney: Got you. And then finally, just last question, just time line for the India facility. Just if you can remind us groundbreaking and then mechanical and completion then commissioning so. Daniel Solomita: Yes. I mean groundbreaking is a term that it's kind of an outdated term because what is groundbreaking. Our project is -- the project has already been approved. There's not like there's any approval needed. Our project is moving forward. Loop our partner, very dedicated, focused to get this done. We've started all of the detailed engineering, which feeds into the construction. So the project is on schedule and on budget. We are moving forward and having construction completed in Q4 of 2027. So that was always the goal, and we're on that time line as well. So you'll see some meaningful updates on the progress of the facility. We will eventually have some type of a ceremony on the site. But the project is green lit. It's not like the project is not going to be moving forward or there's one event that has to happen. We're just moving forward, methodically getting this done, getting the debt financing in place and then we can move forward with the construction of the project. Operator: Our next question comes from Marvin Wolff with Paradigm Capital. Marvin Wolff: Can you hear me okay? Daniel Solomita: Marvin, Yes, I can hear you fine. Marvin Wolff: I just had a question with respect to the German site selection that's going on now. How big a plan would that be once that comes on board? Daniel Solomita: So it's the same size, it's 70,000 tons capacity, exactly the same size as the Indian facility. Marvin Wolff: Okay. And I guess it's too early to talk about customers for that plant, but I would assume you're in early discussions with people. Daniel Solomita: Yes. So the European plant would mainly be on the packaging side because the supply chain for textiles is mainly in Asia. So -- but there could be some textiles being recycled at the facility. Because of this European regulation that's come in, having the facility in Germany, having these textile companies being able to send us the material in Germany to be able to process is going to be a big advantage for them. So it's going to be the -- our same customers, the same Loop customers that we've always been dealing with are going to be the customers supporting that facility as well. Most of the European packaging and textile brands are going to be customers of the plant. Because of the low-cost nature, we bought -- what we did is we brought the low cost mentality of India into Europe by doing modularization. So being able to build our technology in modules in a low-cost country, shipping them on site allows us to really reduce CapEx, which allows us to offer better pricing to our customers. So we've seen a reduction of CapEx of probably close to 50% by doing it modular versus doing it in stick build. And so that's a big part of our business moving forward. That engineering that I keep on talking about as well, building our -- taking our design from India and now building that into modular fashion to be able to build this in a low-cost country, put together like LEGO blocks, disassemble it, ship it to Europe and reassemble the LEGO blocks to be able to reduce CapEx and offer better pricing to our customers. So we're really competitive on pricing in the European market, and this project in Europe is going to be very competitive as well. Marvin Wolff: And if you could just remind us, what is the size of the debt package you're looking at? Daniel Solomita: For India, the debt package is $130 million. Marvin Wolff: Okay. Daniel Solomita: Which is 70% of... Marvin Wolff: And what is the equity component that Loop is going to have to provide? Daniel Solomita: The equity components that Loop is going to have to provide is approximately $28 million. Marvin Wolff: $28 million. Very good. Well, you're making great progress, and it's good to see it come along with some continued, if you will, intensity. Daniel Solomita: Yes, it's steady progress, doing everything the right way and getting that plant built for the end of 2027. That's the goal. Marvin Wolff: Yes. Okay. Very good. Well, at the end of '27 comes faster than you think, right? It's only less than 24 months away now. Daniel Solomita: Yes, the engineering teams and Toyo and the joint ventures engineering team and our partner, Ester's engineering teams are working full out nonstop. Everyone is fully dedicated to that facility. So the amount of work going on behind the scenes is tremendous. You don't always see that as -- because there's not a lot of press releases or things around that. But the amount of work being done to get this facility done is tremendous. So all hands on deck getting this built. And it all starts... Marvin Wolff: Yes, it's fabulous, very good... Daniel Solomita: The engineering and the technology, right? That's the foundation of all these things. You can build a plant and then it doesn't work. And so that's where we've spent the time, did it the right way. We've had this plant operating in Canada for over 5 years, getting all of the knowledge, all of the learnings, all of the engineering work that's been put into these plants. And so now we've done it the right way. We've done it methodically. It hasn't always been the easiest road, but we're doing it very methodically to get us to where we need to be in 2027 to deliver this product to our customers. Operator: Our next question comes from Varyk Kutnick with Divyde Capital Partners. Varyk Kutnick: So in the past, you've talked about the gross CapEx per pound in India being $0.61 with maybe net around $0.75. Does that same number translate to the European facility, especially when you talk about the modularity of it? Daniel Solomita: So the European facility will be a little bit more expensive. So you could take the module cost, the CapEx that you provided, that would be, let's say, the cost for the modules. So then you have to add the transportation and the reconnection of the module. So there's a little bit more cost involved. The good thing about the European and especially when we go to these site selections, the most important thing and one of the biggest costs in these plants is all of the utilities, the natural gas, the hot oil, the steam generation, the cooling towers. So in a chemical plant, the utilities are the most expensive part of the entire project. And the duty of this project and the beauty of the facility that we have in Germany is that it's a big chemical plant. It's a site that has utilities. And so instead of us having to put in our boilers, putting in our steam generation, putting in the natural gas connection, putting in the cooling towers, the nitrogen, all of those things that go around the utility package, it's already there on site. So that's going to be able to offset some of the increased costs for the transportation and the reconnection of the modules. So we expect the plant to be a little bit more expensive than the Indian project, but not tremendously more expensive because of the offset of the utilities, where in India, it's a pure greenfield. We have to put everything on the site. This is a site that has a lot of utilities. So instead of having to build our own boilers on site, we just connect into the existing boilers that the site already has. And so it's more efficient from a CapEx perspective. And that's a big part of the decision when you choose these sites. If you have utilities on site, it brings down CapEx tremendously. Energy costs are also very, very important and the ability to transport the modules on the site. So that's -- it will be a little bit more expensive, Varyk, but it's still in the -- generally in the same numbers. Varyk Kutnick: Right. I mean, if I look at the rest of the field, you guys are about half the cost on a CapEx per pound basis. Where does that magic come from? Daniel Solomita: The magic comes from the learnings that we -- we really had to reinvent ourselves. So what happened a little bit of -- going back a little bit what happened during COVID is the price of building everything went up. So the price of CapEx went up if you're building a house, you're building a store or you're building a chemical plant, the CapEx went up. And during COVID, that was fine because the CapEx went up, but the price of plastic went up as well. So you had a trade-off. You had plastic at very high prices because of very tight supply chains and you had CapEx going up. So the economics still made sense. What happened right after COVID, once China opened up its factories again and Asia opened up its factory, the price of plastic came down, CapEx didn't continue increasing at the same rate, but they leveled off. They still remain high, but the price of plastic came down. And that's why not only plastic, but all commodities. That's why you saw a lot of projects in this space get canceled during that time because there was just a mixed mass of high CapEx and versus lower commodity prices. And so we had to reinvent ourselves as a company. We had a project that fell into the same path. And that's where we have to reinvent ourselves. So going into India, low-cost manufacturing, lower labor rates, lower labor rates trends translates to lower construction costs, everything from cement, steel, installation cost. Everything that we're doing now is done in a low-cost industry. We don't have any specialized equipment. In a chemical plant, everything is tanks, reactors, agitators, heat exchangers, pumps. Those are all equipment that can be sourced locally. So if I'm building in India, Indian labor is making those parts rather than, let's say, building it in Germany, where German labor, which is significantly higher, builds those projects. And if you look at India right now, India is 80% -- labor costs are 80% cheaper in India than they are in China today. And that's where we can do this low-cost manufacturing, and that's how we can be so successful. Varyk Kutnick: Got you. I appreciate the color on that. And obviously, is it safe to assume that your return on invested capital, obviously, you guys hold this at a JV level, but your payback period would be significantly better. And hopefully, that's the type of cash you could use to fund future growth? Or when we think about more facilities, is it going to come out of cash flow of India? Or is it going to be funded through other means? Daniel Solomita: It's going to be funded through the cash flows in India, 100%. So in India, we have enough space to build a 100,000 ton capacity right after the first one is done. So the total capacity of the site is going to be 170,000 tons. We've done multiple feedstock studies. We've hired different third parties to do the studies, easily identified over 500,000 metric tons of textile waste of it, just textile waste, forget about the packaging, just textile waste available for us to process, just in India, not accounting for imports from Europe or imports from Vietnam, 500,000. So we have 170,000 capacity on the site. Some of it will be packaging waste for the packaging customers. So it won't all be textile waste. But we'll be able to -- all of that is going to be financed through the cash flow. The money that we get the 5% for the royalty fee plus covers all of our back office expenses and more because we're really being cautious with our cash and spending a lot, like I said, a lot of the cost of the R&D and the engineering and everything else is now being paid by the joint venture. So it lightened the amount of cash at the head office that our burn is. And so the licensing fee plus the engineering fees, we're going to be cash flow positive at the corporate level just through those. And so everything else is going to be coming out of the funds from the facility from the joint venture. The payback is less than 3 years in India for the plant. So... Varyk Kutnick: I come over in Europe then Reed [ SGS ] says, they get to partner with you, they design, license, engineer, collect with minimal balance sheet risk. And this hopefully with the payback period under 3 years, this is a scalable project well past India into Europe and other places. Daniel Solomita: Absolutely. So... Varyk Kutnick: The Nike deal, I don't think people have mentioned that and what a big deal that itself. Daniel Solomita: Nike is huge. Obviously, if you could choose -- if I could look back and choose any customer that I wanted to work with, Nike is right up there as one of the top companies that anybody wants to have as a customer, right? Such a great organization, such a great company, such a great brand. And they have all of these different brands within Nike that are so successful. So we were really honored to be able to have Nike as our anchor customer, and it's just tremendous working with a company of that size. And they're true innovators. They need textile to textile and they're really moving quickly to get that done. So we couldn't be happier about having Nike as the anchor customer here. Varyk Kutnick: Yes. I mean it's just on the Internet, so I'm going to throw it in here. But I mean, obviously, Nike produces about 2 billion pounds of plastic and shoes per year, I should say, clothing and shoes per year. I mean, [indiscernible] India, which will do 154 million pounds, I mean, you're about 5% of their total capacity. So I think the scale of this, when you actually think and zoom out, especially when you throw in other apparel players, it's bigger than we could ever dream of. Daniel Solomita: Yes. Like I said, 60 -- so the entire polyester fiber market is 66% of 85 million tons. So it's a huge number. So we have 170,000 tons out of -- we're talking about somewhere 60 million tons. So there's a tremendous amount of growth on the textile side, and Loop's technology is uniquely positioned to handle that because of the low temperature methanolysis. That's the key to all of this to be able to not contaminate your stream with the cotton, with the nylon with the buttons, with the zippers, with all of the different components that go into these textiles, that's the key to Loop's technology, and that's why we're uniquely positioned to be able to do this. Operator: We have not received any further questions. And so I'll hand the call back over to Daniel for any closing comments. Daniel Solomita: Yes, nothing further from me. Thank you very much, everybody, and we'll be speaking again soon. Operator: Thank you. This concludes our call. Thank you all for your participation. You may now disconnect your lines.
Jeff Su: Good afternoon, everyone, and welcome to TSMC's Fourth Quarter 2025 Earnings Conference and Conference Call. My name is Jeff Su, TSMC's Director of Investor Relations and your host for today. Today's event is being webcast live through TSMC's website at www.tsmc.com, where you can also download the earnings release materials. If you are joining us through the conference call, your dial-in lines are in listen-only mode. The format for today's event will be as follows: First, TSMC's Senior Vice President and CFO, Mr. Wendell Huang, will summarize our operations in the fourth quarter 2025, followed by our guidance for the first quarter 2026. Afterwards, Mr. Huang and TSMC's Chairman and CEO, Dr. C.C. Wei, will jointly provide the company's key messages. Then we will open both the floor and the line for the question-and-answer session. As usual, I would like to remind everybody that today's discussions may contain forward-looking statements that are subject to significant risks and uncertainties, which could cause actual results to differ materially from those contained in the forward-looking statements. Please refer to the safe harbor notice that appears in our press release. And now I would like to turn the microphone over to TSMC's CFO, Mr. Wendell Huang, for the summary of operations and the current quarter guidance. Jen-Chau Huang: Thank you, Jeff. Good afternoon, everyone. Thank you for joining us today. My presentation will start with financial highlights for the fourth quarter of 2025 and a recap of full year 2025. After that, I will provide the guidance for the first quarter of 2026. Fourth quarter revenue increased 5.7% sequentially in NT, supported by strong demand for our leading-edge process technologies. In U.S. dollar terms, revenue increased 1.9% sequentially to TWD 33.7 billion, slightly ahead of our fourth quarter guidance. Gross margin increased by 2.8 percentage points sequentially to 62.3%, primarily due to cost improvement efforts, favorable foreign exchange rate and high capacity utilization rate. The operating expenses accounted for 8.4% of net revenue compared to 8.9% in the third quarter of '25 due to operating leverage. Thus, operating margin increased sequentially by 3.4 percentage points to 54%. Overall, our fourth quarter EPS was TWD 19.5 and ROE was 38.8%. Now let's move on to revenue by technology. 3-nanometer process technology contributed of 28% of wafer revenue in the fourth quarter, while 5-nanometer and 7-nanometer accounted for 35% and 14%, respectively. Advanced technologies, defined as 7-nanometer and below, accounted for 77% of wafer revenue. On a full year basis, 3-nanometer revenue contribution came in at 24% of 2025 wafer revenue, 5-nanometer, 36% and 7-nanometer, 14%. Advanced technologies accounted for 74% of total wafer revenue, up from 69% in 2024. Moving on to revenue contribution by platform. HPC increased 4% quarter-over-quarter to account for 55% of our fourth quarter revenue. Smartphone increased 11% to account for 32%. IoT increased 3% to account for 5%. Automotive decreased 1% to account for 5%, while DCE decreased 22% to account for 1%. On a full year basis, HPC increased 48% year-over-year. Smartphone, IoT and automotive increased by 11%, 15% and 34%, respectively, in 2025, while DCE remains flat. Overall, HPC accounted for 58% of our 2025 revenue. Smartphone accounted for 29%. IoT accounted for 5%, automotive accounted for 5% and DCE accounted for 1%. Moving on to the balance sheet. We ended the fourth quarter with cash and marketable securities of TWD 3.1 trillion or USD 98 billion. On the liability side, current liabilities increased by TWD 182 billion quarter-over-quarter, mainly due to the increase of TWD 95 billion in accrued liabilities and others and the increase of TWD 61 billion from the reclassification of bonds payable to current portion. In terms of financial ratios, accounts receivable days increased by 1 day to 26 days. Inventory days remained steady at 74 days. Regarding cash flow and CapEx, during the fourth quarter, we generated about TWD 726 billion in cash from operations, spent TWD 357 billion in CapEx and distributed TWD 130 billion for first quarter '25 cash dividend. Overall, our cash balance increased TWD 297 billion to TWD 2.8 trillion at the end of the quarter. In U.S. dollar terms, our fourth quarter capital expenditures totaled TWD 11.5 billion. Now let's look at the recap of our performance in 2025. Thanks to the strong demand for our leading-edge process technologies, we continue to outperform the foundry industry in 2025. Our revenue increased 35.9% in U.S. dollar terms to TWD 122 billion or increased 31.6% in NT dollar terms to TWD 3.8 trillion. Gross margin increased 3.8 percentage points to 59.9%, mainly reflecting a higher capacity utilization rate and cost improvement efforts, partially offset by an unfavorable foreign exchange rate and margin dilution from our overseas fabs. With operating leverage, our operating margin increased 5.1 percentage points to 50.8%. Overall, full year EPS increased 46.4% to TWD 66.25 and ROE increased 5.1 percentage points to 35.4%. In 2025, we generated TWD 2.3 trillion in operating cash flow, spent TWD 1.3 trillion or USD 40.9 billion on capital expenditures. As a result, free cash flow amounted to TWD 1 trillion, up 15.2% from 2024. Meanwhile, we paid TWD 467 billion in cash dividends in 2025, up 28.6% year-over-year as we continue to increase our cash dividend per share. TSMC shareholders received a total of TWD 18 cash dividend per share in 2025, up from TWD 14 in 2024, and they will receive at least TWD 23 per share in 2026. I have finished my financial summary. Now let's turn to our current quarter guidance. We expect our business to be supported by continued strong demand for our leading-edge process technologies. Based on the current business outlook, we expect our first quarter revenue to be between USD 34.6 billion and USD 35.8 billion, which represents a 4% sequential increase or a 38% year-over-year increase at the midpoint. Based on the exchange rate assumption of USD 1 to TWD 31.6, gross margin is expected to be between 63% and 65%, operating margin between 54% and 56%. Lastly, our effective tax rate was 16% in 2025. For 2026, we expect our effective tax rate to be between 17% and 18%. This concludes my financial presentation. Now let me turn to our key messages. I will start by talking about our fourth quarter '25 and first quarter '26 profitability. Compared to third quarter, our fourth quarter gross margin increased by 280 basis points sequentially to 62.3%, primarily due to cost improvement efforts, a more favorable foreign exchange rate and a higher overall capacity utilization rate. Compared to our fourth quarter guidance, our actual gross margin exceeded the high end of the range provided 3 months ago by 130 basis points, mainly as we delivered better-than-expected cost improvement efforts. In addition, the actual fourth quarter exchange rate was USD 1 to TWD 31.01 as compared to our guidance of USD 1 to TWD 30.6. We have just guided our first quarter gross margin to increase by 170 basis points to 64% at the midpoint, primarily driven by continued cost improvement efforts, including productivity gains and a higher overall capacity utilization rate, partially offset by continued dilution from our overseas fab. Looking at full year 2026, given the 6 factors, there are a few puts and takes I would like to share. On the one hand, we expect our overall utilization rate to moderately increase in 2026. N3 gross margin is expected to cross over to the corporate average sometime in 2026, and we continue to work hard to earn our value. In addition, we are leveraging our manufacturing excellence to drive greater productivity in our fabs to generate more wafer output. We are also increasing a cross-node capacity optimization, which includes flexible capacity support among N7, N5 and N3 nodes to support our profitability. On the other hand, as the scale of our overseas expansion grows, we continue to forecast the gross margin dilution from the ramp-up of overseas fabs in the next several years to be between 2% to 3% in the early stages and widen to 3% to 4% in the latter stages. Furthermore, the initial ramp-up of our 2-nanometer technology will start to dilute our gross margin in the second half of the year, and we expect between 2 to 3 percentage -- percent dilution for the full year of 2026. Finally, we have no control over the foreign exchange rate, but that may be another factor in 2026. Next, let me talk about our 2026 capital budget and depreciation. At TSMC, a higher level of capital expenditures is always correlated to the high-growth opportunities in the following years. With our strong technology leadership and differentiation, we are well positioned to capture the multiyear structural demand from the industry megatrends of 5G, AI and HPC. In 2025, we spent USD 40.9 billion as compared to USD 29.8 billion in 2024 as we began to raise our level of capital spending in anticipation of the growth that will follow in the future years. In 2026, we expect our capital budget to be between USD 52 billion and USD 56 billion as we continue to invest to support our customers' growth. About 70% to 80% of the 2026 capital budget will be allocated to advanced process technologies. About 10% will be spent for specialty technologies and about 10% to 20% will be spent for advanced packaging, testing, mask making and others. Our depreciation expense is expected to increase by high teens percentage year-over-year in 2026, mainly as we ramp our 2-nanometer technologies. Even as we invest in the future growth with this level of CapEx spending in 2026, we remain committed to delivering profitable growth to our shareholders. Finally, let me talk about TSMC's long-term profitability outlook. As a foundry, our biggest responsibility is to support our customers' growth, and we always view them as partners. Having said that, we are in a very capital-intensive business. In the last 5 years alone, our CapEx totaled USD 167 billion. Our R&D investments totaled USD 30 billion. Therefore, it is important for TSMC to earn a sustainable and healthy return as we continue to invest in leading -edge specialty and advanced packaging technologies to support our customers' growth. Today, we face increasing manufacturing cost challenges due to the rising cost of leading nodes. For example, the cost of tools are becoming more expensive and process complexity is increasing. As a result, the CapEx dollar required to build 1,000 wafer per month capacity of N2 is substantially higher than 1,000 wafer per month capacity for N3. The CapEx per k cost for A14 will be even higher. We also faced additional cost challenges from expansion of our global manufacturing footprint, new investments in specialty technologies and inflationary costs. These all lead to a higher level of CapEx spending. As a result, in the last 3 years, our CapEx dollars amount totaled USD 101 billion, but is expected to be significantly higher in the next 3 years. Having said that, we continue to work closely with our customers to plan our capacity while sticking to our disciplines to ensure a healthy overall capacity utilization rate through the cycle. Our pricing will remain strategic, not opportunistic to earn our value. We will work diligently with our suppliers to drive greater cost improvements. We will also leverage our manufacturing excellence to generate more wafer output and drive greater a cross node capacity optimization in our fab operations to support our profitability. By taking such actions, we believe a long-term gross margins of 56% and higher through the cycle is achievable, and we can earn an ROE of high 20s percent through the cycle. By earning a sustainable and healthy return, even as we shoulder a greater burden of CapEx investment for our customers, we can continue to invest in technology and capacity to support their growth while delivering long-term profitable growth to our shareholders. We also remain committed to a sustainable and steadily increasing cash dividends per share on both an annual and quarterly basis. Now let me turn the microphone over to C.C. C.C. Wei: Thank you, Wendell. Good afternoon, everybody. First, let me start with our 2026 outlook. In 2025, we observed robust AI-related demand throughout the whole year, while non-AI end market segment bottomed out and saw a mild recovery. Concluding 2025, the Foundry 2.0 industry, which we define as all logic wafer manufacturing, packaging, testing, mask making and others increased 16% year-over-year. Supported by our strong technology differentiation and broad customer base, TSMC's revenue increased 35.9% year-over-year in U.S. dollar terms, outperforming the Foundry 2.0 industry growth. Entering 2026, we understand there are uncertainties and risk from the potential impact of tariff policies and rising component prices, especially in consumer-related and price-sensitive end market segment. As such, we will be prudent in our business planning while focusing on the fundamentals of our business to further strengthen our competition position. We forecast the Foundry 2.0 industry to grow 14% year-over-year in 2026, supported by robust AI-related demand. Underpinned by strong demand for our leading-edge specialty and advanced packaging technologies, we are confident we can continue to outperform the industry growth. We expect 2026 to be another strong growth year for TSMC and forecast our full year revenue to increase by close to 30% in U.S. dollar terms. Next, let me talk about the AI demand and TSMC's long-term growth outlook. Recent development in the AI market continue to be very positive. Revenue from AI accelerator accounted for high teens percent of our total revenue in 2025. Looking ahead, we observe increasing AI model adoption across consumer, enterprise and sovereign AI segment. This is driving need for more and more computation, which supports the robust demand for leading-edge silicon. Our customers continue to provide us with a positive outlook. In addition, our customers' customers who are mainly the cloud service providers are also providing strong signals and reaching out directly to request the capacity to support their business. Thus, our conviction in the multiyear AI megatrend remains strong, and we believe the demand for semiconductor will continue to be very fundamental. As a foundry, our first responsibility is to fully support our customers with the most advanced technology and necessary capacity to unleash their innovations. To address the structural increase in the long-term market demand profile, TSMC works closely with our customer and our customers' customer to plan our capacity. This process is continuous and ongoing. In addition as process technology complexity increases, the engagement lead time with customers is now at least 2 to 3 years in advance. Internally, as we have said before, TSMC employs a disciplined capacity planning system to assess the market demand from both top-down and bottom-up approaches. We focus on the overall addressable megatrend to determine the appropriate capacity to build. Based on our assessment, we are preparing to increase our capacity and stepping out our CapEx investment to support our customers' future growth. We are also putting forward the existing fab schedule to the extent possible, both in Taiwan and in Arizona. We will also leverage our manufacturing excellence to drive greater productivity in our fabs to generate more output, convert N5 capacity to support N3 wherever necessary and focus on capacity optimization across node to maximize the support to our customers. Based on our planning framework, we raised our forecast for the revenue growth from AI accelerator to approach a mid- to high 50s percent CAGR for the 5 years period from 2024 to 2029. Underpinned by our technology differentiation and broad customer base, we now expect our overall long-term revenue growth to approach 25% CAGR in U.S. dollar terms for the 5-years period starting from 2024. While we expect AI accelerators to be the largest contributor in terms of our incremental revenue growth, our overall revenue growth will be fueled by all 4 of our growth platform, which are smartphone, HPC, IoT and automotive in the next several years. As the world's most reliable and effective capacity provider, we will continue to work closely with our customers to invest in leading-edge specialty and advanced packaging technologies to support their growth. We will also remain disciplined in our capacity planning approach to ensure we deliver profitable growth for our shareholders. Now let me talk about TSMC's global manufacturing footprint update. All our overseas decisions are based on our customers' need as they value some geographic flexibility and a necessary level of government support. This is also to maximize the value for our shareholders. With a strong collaboration and support from our leading U.S. customers and the U.S. federal, state and city government, we are speeding up our capacity expansion in Arizona and executing well to our plan. Our first fab has already successfully entered high-volume production in 4Q '24. Construction of our second fab is already complete and tool moving and installation is planned in 2026. Due to the strong demand from our customers, we are also putting forward the production schedule and now expect to enter high-volume manufacturing in the second half of 2027. Construction of our third fab has already started, and we are in the process of applying for permits to begin the construction of our fourth fab and first advanced packaging fab. Furthermore, we have just completed the purchase of a second large piece of land nearby to support our current expansion plan and provide more flexibility in response to the very strong multiyear AI-related demand. Our plan will enable TSMC to scale up an independent giga-fab cluster in Arizona to support the need of our leading-edge customers in smartphone, AI and HPC applications. Next, in Japan, thanks to the strong support from the Japan Central prefecture and the local government, our first specialty fab in Kumamoto has already started volume production in late 2024 with very good yield. The construction of our second fab has started and the technologies and ramp schedule will be based on our customers' need and market conditions. In Europe, we have received strong commitment from the European Commission and the German federal state and city government, construction of our specialty fab in Dresden, Germany is progressing in our plan. The ramp schedule will be based on our customers' need and market conditions. In Taiwan, with support from Taiwan government, we are preparing multiple ways of 2-nanometers fabs in both Hsinchu and Kaohsiung Science Park. We will continue to invest in leading edge and advanced packaging facilities in Taiwan over the next few years. By expanding our global footprint while continually invested in Taiwan, TSMC can continue to be better to be the trusted technology and capacity provider of the global logic industry for years to come. Last, let me talk about N2 and A16 status. Our 2-nanometer and A16 technologies lead the industry in addressing the insatiable demand for energy-efficient computing and almost all the innovators are working with TSMC. N2 successfully entered high-volume manufacturing in 4Q 2025, at both our Hsinchu and Kaohsiung site with good yield. We are seeing strong demand from smartphone and HPC AI applications and expect a fast ramp in 2026. With our strategy of continuous enhancement, we also introduced a N2P as an extension of N2 family. N2P features further performance and power benefits on top of N2 and volume production is scheduled for the second half of this year. We also introduced A16 featuring our best-in-class superpower rail or SPR. A16 is best suitable for specific HPC products with complex signal route and dense power delivery network. Volume production is on track for the second half 2026. We believe N2, N2P, A16 and its derivatives will propel our N2 family to be another large and long-lasting node for TSMC, while further extending our technology leadership position well into the future. This concludes our key message, and thank you for your attention. Jeff Su: Thank you, Wendell. Thank you, C.C. This does conclude our prepared statements. Jeff Su: [Operator Instructions] So now let's begin the question-and-answer session. I think we'll take the first few questions from the floor here. So why don't we start over here with Gokul Hariharan from JPMorgan. Gokul Hariharan: So C.C., it definitely feels like you have heard what your customers have said to you over the last 3, 4 months. Could you give us a little bit more color on what you're hearing from your customers' customers on demand because this is a very big step-up in the capacity commitment. There is definitely a lot of concern in the financial market, especially about whether we are in a bit of a bubble. And obviously, you are the one who is putting up all the capital in this industry. So you've definitely considered this very careful as well. So give us a little bit more detail in terms of what you're hearing from the customers and your views on the cycle, given if you think about typical semiconductor cycle, we've already probably lasted a little longer than usual cycles, but this is definitely doesn't feel like a typical semiconductor cycle. Jeff Su: Okay. Gokul, let me summarize your question for the benefit of those online and those in-person. So again, Gokul's question is really, he would like to hear C.C.'s views about the overall AI-related demand and the semiconductor cycle. So again, Gokul notes that as Wendell and you said, we are substantially stepping up our CapEx to support the customers. But he does say there is concerns about an AI bubble and risk. So part of Gokul's question is how -- what is the feedback? Any color we can share about what type of discussions and feedback we're getting from both customers and the customers' customers that C.C. mentioned. And how long do we think this cycle can last? C.C. Wei: Okay. Gokul, you essentially try to ask us, say, whether the AI demand is real or not. I'm also very nervous about it. You bet because we have to invest about USD 52 billion to USD 56 billion for the CapEx, right? If we didn't do it carefully, and that would be big disaster to TSMC for sure. So of course, I spend a lot of time in the last 3, 4 months talking to my customer and end customers' customer. I want to make sure that my customers demand are real. So I talked to those cloud service providers, all of them. The answer is that I'm quite satisfied with the answer. Actually, they show me the evidence that the AI really help their business. So they grow their business successfully and healthy in their financial return. So I also double check their financial status. They are very rich. That sounds much better than TSMC. So no doubt, I also asked specifically that what's application, right? I mean that's -- for one of the hyperscalers, they told me that, that helped their social media software. And so the customer continue to increase. So I believe that. And with our own experience in the AI application, we also help to our own fab to improve the productivity. As I mentioned, 1 time say that 1% or 2% productivity improvement, that is free to the TSMC. And that's where also our gross margin is a little bit satisfied even if this very high post period of time. And so all in all, I believe in my point of view, the AI is real, not only real, it's starting to grow into our daily life. And we believe that is kind of -- we call it AI megatrend, we certainly would believe that. So you -- another question is can the semiconductor industry to be good for 3, 4, 5 years in a row, I'd tell you the truth, I don't know. But I look at the AI, it looks like it's going to be like an endless, I mean, that for many years to come. No matter what, TSMC stick on the fundamental technology leadership, manufacturing excellence, and we work with customers to get their trust. And I think that fundamental thing position TSMC to be very good future growth, let me say that, 25% CAGR as we projected, and we used to be conservative. You know that. Gokul Hariharan: My second question is on the U.S. expansion. You're pulling in some of the capacity in response to customers. You're already starting planned for the Phase 4. There's a lot of media reports about TSMC, you might have to build more fabs in the U.S. How should we think about U.S. expansion in principle over the next few years? I think previously, you had talked about reaching 20% or even 30% of 2-nanometer capacity in the U.S. eventually, the total capacity would be in the U.S. Could you give us a little bit more detail about how that is progressing? And when could we get there in terms of the 30% or even 20% capacity? Jeff Su: Okay. So Gokul's second question is about our overseas expansion, particularly in the U.S. He knows that C.C. said, we are pulling in the schedule for fab 2 earlier. We're starting the application for the fourth fab. And so his question is partly around recent reports that we intend to build more fabs in Arizona. So his question is how should we or how is TSMC thinking about the future expansion in Arizona. And we have said in the past that around 30% of our 2-nanometer and more advanced capacity would be based in Arizona once we complete scaling out to this independent giga-fab cluster, so what is the time frame, more timetable for that? How quickly can we get there? C.C. Wei: That's a long question. We built a fab in Arizona, and we work hard. So today, everything, even the yield or defect density is almost equal to Taiwan. And due to the strong demand, as I just answered from the AI stronger, that's a megatrend. All my customer and AI customers in the U.S., so they ask a lot of support from the U.S. fab. So because of that, we have to speed up our fab expansion in Arizona. In Taiwan also actually, we increased most of the capacity in Taiwan. No doubt about it because this is the most adjacent one we can progress very well. In the U.S., we try to speed it up and the progress is very good. We got the help from the government. But still, we have to meet all the requirement for the permits, for those kind of things. And so both in Taiwan and in Arizona, we speeded up our capacity expansion to meet the AI demand. I can always say one word. The capacity is very tight. We work very hard to narrow the gap so far. Probably this year, next year, we have to work extremely hard to narrow the gap, okay? We just bought a second land in Arizona. That gives you a hint. That's what we plan to do because we need it. We are going to expand many fabs over there and this giga-fab cluster can help us to improve the productivity, to lower down the cost and to serve our customers in the U.S. better. Jeff Su: Okay. Thank you, Gokul. Let's move over here next to Laura Chen from Citibank, please. Chia Yi Chen: Thank you, C.C. and Wendell for very comprehensive outlook briefing and also congratulate for the great results. Of course, we see that the AI semiconductor growth has seen very strong growth. And I believe all of your customers and customers' customers very desperate to add more capacity support from TSMC. But I'm just wondering how does TSMC evaluate the potential power electricity supply for data center. So other than that, the chips we can discuss with our customers, I think for the overall infrastructure buildup for data center, a lot of factors also very important. Just want to understand more how does TSMC evaluate those key factors for the AI infrastructure buildup? That's my first question. Jeff Su: Okay. So Laura's first question is around the AI demand. She notes, again, as we said, AI megatrend and the growth is very strong and customers, customers' customers and ourselves are strong believers. But when we do our planning, how do we balance this against the other considerations? Do we look at things, for example, I think Laura's question is powering electricity grid availability to basically assess is this part of our -- included as part of our planning process, do we factor such things in? C.C. Wei: Well, Laura, let me tell you first. I worry about the electricity in Taiwan first. I need to have a lot of enough electricity, so I can start to expand the capacity without any limitation. But talking about build a lot of AI data center all over the world, I use one of my customers' customers I answer because I ask the same question. They told me that they plan this one 5, 6 years ago already. So as I said, those cloud service providers are smart, very smart. If I knew that, I will -- anyway. So they say that they work on the power supply 5, 6 years ago. So today, their message to me is silicon from TSMC is a bottleneck and ask me not to pay attention to all others because they have to solve the silicon bottleneck first. But indeed, we look at the power supply all over the world, especially in the U.S. Not only that, we also look at the who support those kind of power supply like a turbine, like the nuclear power plant, the plant or those kind of things. We also look at the supplier of the rack. We also look at the supplier of the cooling system, everything. So far, so good. So we have to work hard to narrow the gap between the demand and supply from TSMC. Did that answer your question? Chia Yi Chen: That's great to know that it will not be the constraint for the further AI developments. Yes. And my second question is on the leading-edge advanced packaging. And Wendell, can you remind us that what would be the revenue contribution last year for the advanced packaging overall? First of all, we see that -- I recall that in the past that the CapEx for leading-edge advanced packaging is roughly about 10%. Yes. But now it could be up to like 20%. So I'm just wondering that for the expansion, can you give us more detail about what kind of the plans you are looking for. Will you focus more on like 3DIC, SoIC? Or you also start to work on more advanced like panel based in the longer term? I also think before we talk about that, we'll work more closely with OSATs partner on the leading-edge advanced packaging. So just wondering what kind of the process will be the key expansion plan in the space. Jeff Su: Okay. So Laura's second question is more related to advanced packaging. What was the revenue contribution of what we call the back end, which is advanced packaging testing as a whole in 2025. And then she notes the CapEx, actually, this year, I believe, Wendell, we guided 10% to 20% of CapEx, which is the same as last year. But anyways, she wants to know what is the focus of this CapEx? Is it on 3DIC? Is it on SoIC packaging solutions, is on panel level? Sort of what is the key areas we're focusing on relative to the CapEx? Jen-Chau Huang: Okay. Laura, the revenue contribution last year from advanced packaging is close to 10%. It's about 8%. For this year, we expect it to be slightly over 10%. Okay. We expect it to grow in the next 5 years, higher or faster than the corporate. And the CapEx, yes, you're right, in the past, it's about 10%, lower than 10%. Now we're saying advanced packaging together with mask making and others accounted for between 10% to 20%. So you can see that the investment amount is higher. And we're investing in areas in advanced packaging where our customers need. So the areas that you mentioned, basically, we continue to invest. Jeff Su: Thank you, Wendell. Okay, let's move on to Charlie Chan from Morgan Stanley here. Charlie Chan: So first of all, amazing results and guidance. Congratulations to the management team. So my first question is about outside of AI, what do you see for those end markets, right? You talked about the memory costs, et cetera. So can you give us some your underlying assumption for PC shipments, smartphone shipments, et cetera? And also in your HPC, there are some other business like networking and general servers. Can you comment about the growth potential for those segments? Jeff Su: Okay. Charlie's first question is very specific. Well, generally, he wants to know about how do we see the non-AI demand, especially in the context where the certain component costs such as memory costs are rising. So he wants to know what do we see the impact on the PC and smartphone markets in terms of shipments. He's also asking very specifically, what about networking, what about general server, each of these different segments. C.C. Wei: Charlie, those -- although we say it's call non-AI, but actually that's related to AI, you know that, right? Because the networking processor, you still need to have AI data to scale up or scale out. Those are the networking switches or those kind of things still grow very strong. As for PC or the smartphone, to tell the truth, we expect higher memory price. So we expect the unit growth will be very minimal. But for TSMC, we did not feel our customer change their behavior. And we look at it and then we found out that we supply most of the high-end smartphones. The high-end smartphone is less sensitive to the memory price. So the demand is still strong. Using one sentence, I'd like to say we still try very hard to narrow the gap. We have to supply a lot of wafers to them also. Charlie Chan: I think that's very consistent with your 5-year CAGR outlook for all the 4 segments. And my second question is about the Intel's foundry competition. I think U.S. President seems to be very happy with Intel's recent progress. And even mentioned 2 of your key customers, right, NVIDIA, Apple may have a sound partnership with Intel Foundry. Should we concern about this so-called competition? And what TSMC can really do to mitigate or avoid potential market share loss at those key U.S. customers, not limited to the 2 customers I just mentioned. Jeff Su: Okay. So Charlie's second question is on the foundry competition and competition from a U.S. IDM. He knows U.S. President is very happy with the progress. A couple -- 2 of our key customers. He also was mentioned. So his question is fundamentally, is there a concern or risk going forward of market share loss for TSMC to our foundry competition? C.C. Wei: Well, kind of a simple question, I should say, no. Let me explain a little bit because in these days, it's not a money to help you to compete, right? I also like whoever you just mentioned, to invest on Intel, I like them to invest on TSMC also. But the most fundamental thing is let me share with you. Today's technology is so complicated. So once you want to design a very complete or advanced technology, it takes 2 to 3 years to fully utilize that technology. That's today's situation. And so after 2 to 3 years of preparation, you can design your product. Once you get your product being approved, it takes another 1 to 2 years to ramp it up. So we have a competitor, no doubt about it. That's a formidable competitor. But first, it takes time; two, we don't underestimate their progress. But are we afraid of it? For 30-some years, we're always in a competition with our competitors. So no, we have confidence to keep our business grow as we estimate. Jeff Su: Thank you, C.C. All right. Let's take the next 2 questions online in the interest of time. Operator, can we take the first call from the line, please? Operator: First question on the line, Macquarie. Yu Jang Lai: First, congrats, very strong performance. My first question is about the global capacity plan. Recently Taiwan local news report that TSMC could exit the 8-inch business and mature node, 12-inch to convert into the advanced packaging. And the investors is keen to know if this is true. And the decision is based on what kind of key factor, i.e. C.C. just mentioned about the power tightness or it's ROI concern? Jeff Su: Okay. So Arthur's first question is about basically mature node. Our strategy on mature node. He knows a local news has been reporting that TSMC is exiting 8-inch and 12-inch businesses and converting the capacity to advanced packaging. So he wants to know if this is true. And if so, what are the reasons behind the power constraints, ROI, et cetera, et cetera? C.C. Wei: Good question. Indeed, we reduced our 8-inch wafers capacity and 6-inch. But let me assure you that we support all our customers. We discuss with our customers and to do this kind of resources more flexible and more -- what is the word we say optimize, which I should. Optimize the resources to support our customer. But let me assure you also to my customer, well, we continue to support them. We will not let them down. If they have a good business, we continue to support that even in the 8-inch wafer business. Jeff Su: Okay. Arthur, do you have a second question? Yu Jang Lai: Yes. My second question is regarding the consumer and demand outlook. So C.C. also mentioned that the memory price actually inflation and he also pushing up the cost of the consumer electronics. So investors actually are concerned about the further demand softness in this year and next year or particularly next year. So can management comment about what your client or your clients' client, how to resolve this memory tightness or we call memory urgency issue? Jeff Su: Okay. So Arthur's second question is on the impact from the memory price increase and the demand softness. I believe this question really because C.C. already shared the impact this year. He wants to know what is the impact for 2027? C.C. Wei: For TSMC, no impact. As I just mentioned, most of my customers now focus on high-end smartphone or PCs. So those kind of demand has less sensitive to the components price. So they continue to give us a very healthy forecast this year and next year. Jeff Su: Okay. Thank you, C.C. All right. Let's -- operator, let's move on to the next participant from the line, please. Operator: Next one, Brett Simpson, Arete. Brett Simpson: My question is really on AI. I mean, TSMC has been supply constrained for your AI customers, I think, since 2024, and it sounds like 2026 is another year where we're going to see challenges. Do you think the CapEx you've laid out for this year. TWD 52 billion to TWD 56 billion, could that mean that we start to see supply and demand more in balance in 2027? Any thoughts there just in terms of how you're thinking about that capacity plan? And does it alleviate the supply bottlenecks that we see today? And as part of this, from a supply perspective, we hear TSMC is finding it quite challenging to develop enough engineering talent quick enough, both in the U.S. and in Taiwan. Can you talk more about this trend? And what's the scale of the labor shortage of foundry engineers at the moment? Jeff Su: Okay. So Brett's first question is related around AI and our capacity. So he notes, the supply looks to continue to be tight in 2026. But with the significant step-up in our CapEx to support the customers, TWD 52 billion to TWD 56 billion, do we expect the supply/demand or the gap, so to speak, to be more balanced in 2027? And then is engineering resources, fab engineers a constraint or a bottleneck for us in making these expansions, whether in Taiwan or the U.S.? C.C. Wei: Okay. Let me answer this question first. If you build a new fab, it takes 2 and 3 years -- 2 to 3 years to build a new fab. So even we start to spend the TWD 52 billion to TWD 56 billion, the contribution to this year almost none and to 2027, a little bit. So we actually are looking for 2028, 2029 supply. And we hope at that time that the gap will be narrow. For 2026 and 2027, we are focused on the short-term more output. Actually, our productivity continue to increase. Our people has an incentive because of one of the TSMC's incentive is to satisfy customer. It's not because of our financial results are good, but we want to let customer feel that TSMC is trusted that whenever, they have a good opportunity to grow, we will support it. So in 2026, 2027, for the short term, we focus on the productivity improvement, which we've done quite a good result because of, Wendell just mentioned that we can have a good financial result because of that. But that's not our incentive -- that's our incentive, but that's not our purpose. Our purpose is to support our customers. So 2026, 2027 for the short term, we are looking to improve our productivity. 2028, 2029, yes, we start to increase our CapEx significantly, and it will continue this way if the AI demand megatrend as we expected. Jeff Su: Brett -- thank you, C.C. Brett, do you have a second question? Brett Simpson: Yes, I do. That was very clear. I guess my second question is about pricing. And if I look at 2025, this was the second consecutive year where TSMC's wafer ASPs were up around 20%. And as leading edge becomes a bigger portion of the mix and also you feed through price increases. When we factor in the ramp of more expensive overseas fabs, is 20% ASP -- wafer ASP increases the new normal for TSMC? Typically, you have an annual price negotiation about this time of the year. And so I'm trying to understand how you project ASPs in '26. And is your March quarter guidance factoring in price increases at leading edge? Jeff Su: Okay. So Brett's question is on pricing. He notes that our -- which he looking at the blended wafer price is increasing close to 20% according to his estimates. Of course, that's blended both on price and mix, but it's a leading edge and also we have mentioned earning our value. So he wants to know is the new normal going forward? C.C. Wei: This is a tough question. I'll get the CFO to answer. Jen-Chau Huang: Okay. Every new node that we have a price. The price will increase. The blended ASP will increase I think they continue this way in the past and will continue with the way going forward. But Brett, I think you're asking about the contribution from pricing to the profitability. Now as we mentioned before, the profitability, there are 6 factors affecting the profitability. And price is just one of them. And of course, we continue trying to earn our value. But in fact, in the last few years, the pricing benefits to the profitability was just enough to cover the inflation cost from tools, equipment, materials, labor, et cetera. There are other factors contributing to the higher profitability. The first one will be a high utilization rate. As the demand is so high and as our disciplined approach to capacity planning, the utilization rate supports our high profitability. The other 1 will be our manufacturing excellence. As C.C. said, we continue to drive increasing productivity to generate more wafer output. Also, we continue to drive optimization capacity among nodes, which includes converting part of the N5 to N3. It also involves cross support from different nodes from the mature nodes to the more advanced nodes. That is a very important advantage of TSMC. So with all these efforts, we're able to maintain a good, healthy, sustainable return profitability so that we can continue to invest to support our customers' growth. Jeff Su: Okay. In the interest of time, we'll take 2 more questions from the floor and 1 more from the line. So we'll go here, Sunny Lin, UBS and then... Sunny Lin: Very strong results. Congratulations. So number one, if we look at the company, very different versus in the past from many angles. But if we look at the ramp from new node, now you can generate actually higher revenue from new node in year 4 or even year 5 of mass production versus in the past, new node like peak revenue in the second or even third year of mass production. And so could you help us understand what this new trend, what's the financial implications? And then what does that imply for you to operate or even compete differently versus in the past? Jeff Su: So Sunny's first question, I think maybe is related, well, to our technology differentiation, but she knows that when we ramp a new -- in the past, when we have a new node after a few years, sort of the revenue comes down a bit, but she notes that nowadays, we can still enjoy very high revenue from a node even after in its fourth or fifth year. So her question is what are the financial implications from this and also from a, I believe, competitive dynamics? C.C. Wei: If I can answer, say we are lucky. Actually, if you -- if you look at the semiconductors product, right now, the trend is you need to have a lower power consumption always and then high-speed performance. And for TSMC, our technology depreciation becomes more and more clear, we have both benefit. We have a high speed, and we have a low power consumption. And so our leading edge customer, the first wave, the second wave, the third wave continue to come and so that sustain the demand for a long, long time. That's a difference. Of course, this one, you need to have technology leadership, and which the technology leadership much easier to say. But every year, you have to improve. As we said, we have N2, N2P and then you won't be surprised, and the third one will be N2 something and continuously. And so that one give us the benefit and to support our customers continuous innovation. And so they continue to stay with TSMC. And so their product can be very competitive in the market. So that answers the question say that once we got the peak revenue and did not decrease, it's continuous because second wave, third wave customers continue to join. Sunny Lin: Thank you very much, C.C. And then maybe a question on 2 nanometer, which you should see meaningful revenue coming through in 2026. And so in the past, you guide like how much a new node will contribute to sales for the year. And so any expectations on the revenue contribution from 2-nanometer in 2026? And then I recall in terms of process migration, a few years ago, there were a lot of concerns on increasing cost per transistor. And that obviously is not declining from 5-nanometer? But then now looking at 2-nanometer, I think process migration seems to be reaccelerating even for smartphone and PC and then with larger demand coming from high-bandwidth compute. And so maybe based on your feedback from clients, maybe for smartphone and PC clients, why are they reaccelerating process migration into 2-nanometer? Jeff Su: Okay. So Sunny's second question very quickly in 2 parts, 2 nanometers, as we said, is a fast ramp in 2026, very strong customer interest and demand. So what -- do we have any revenue percentage to guide for in 2026? Jen-Chau Huang: Yes. Sunny, the 2-nanometer will be a bigger node than 3-nanometer from the start, okay? But it's less meaningful nowadays to talk about the percentage of revenue contribution when the new node starts because the corporate, as a whole, the revenue has become much bigger than before. So yes, revenue dollar, it's a bigger node. But percentage-wise, less meaningful. Jeff Su: Okay. And then the second part of Sunny's question from a technology perspective, as she noted increasing cost per transistor, as we said, CapEx per k going higher. So the question very simply, what's the value? What's driving smartphone, HPC customers actually to see -- we're seeing a widening out of the adoption of N2. So what is the value that is providing that the customers are willing to adopt N2? C.C. Wei: I already answered the question, right? Because now the whole product is looking for lower power consumption and high-speed performance. And our technology can provide that value. I also say that every year, we improve. So every year, they adopt the same -- even the same name of the same node, their products continue to improve. So that provides the value. It's -- if you say that the cost per transistor is increasing, I saw the cost per transistor, the performance compared to call the CP value is increased, is much better. So that customer stick with the TSMC. Our headache right now, if I can call it a headache, is a demand and supply gap. We need to work hard to narrow the gap. Jeff Su: Operator, can we take the last call from the line, and we'll take one last one from the floor. Operator: Next one, Krish Sankar, TD Cowen. Jeff Su: Okay. Krish, are you there? I guess not. Then let's just take the last -- not call -- sorry, the last question from Bruce Lu from Goldman Sachs. Zheng Lu: Thank you for letting me to ask the last question. Hopefully, it's not that difficult. So I think one of the key -- I understand that TSMC is trying very hard to increase the capacity. AI revenue is growing like 15% a year, 15% plus a year. But token consumption for the last few quarters is 15% a quarter. So the gap is still there, right? I mean that's why [indiscernible] was talking about the chip war. So can you share with us that in your assumption when you provide 50% plus AI revenue growth, what kind of token consumption you can support? And how many gigawatts power in terms of the chips you can support in your assumption when you provide this kind of 5 years revenue guidance for AI? Jeff Su: Okay. So Bruce's first question is around our AI CAGR. Actually, to be correct, we have guided for the AI CAGR to grow mid- to high 50s CAGR in the 5-year period from 2024 to 2029. So that is the official guidance we have provided just today. Bruce's question is, in this guidance, what is our assumption basically assuming about the token growth behind this type of CAGR? What is our assumption in terms of translating to how much gigawatts of data center can we support and other specific assumptions behind our guidance? C.C. Wei: Bruce, you got me. I mean that's -- I also try to understand what is the tokens of growth. But my customers, their product improvement continue to increase. So from -- it's a well-known from Hopper to Blackwell to Rubin, that almost double, triple their performance. So the one they can support the tokens of growth or the one they can continue to support the compute power is enormous. And so I lose the track to be frank with you. And for gigawatt, I want to see that how much of TSMC can make the money from the gigawatt rather than say that how much we can support. Today, from my point of view, still the bottleneck is TSMC's wafer supply. Not the power consumption, not yet. So we also look at carefully. To answer your question, say that TSMC's wafer can support how much of the gigawatt, still not enough. They still have abundant of power supply in the U.S. Zheng Lu: Okay. My next question is for the CapEx, right? I want to double check with what I just heard that C.C. was talking about like 2027, the CapEx will be more for the productivity improvement and '28, '29 may be meaningfully higher. So I do recall that in 2021, TSMC provided at 3 years for $100 billion CapEx to support that structural growth. Now the demand is even stronger. Based of that, can we do 3 years $200 billion of CapEx for the next 3 years. The math sounds doable. Jeff Su: Okay. So well, first, a clarification because C.C. was talking about this year, we have substantially stepping up our CapEx investment, but C.C. also mentioned it takes 2 to 3 years to build capacity. So in terms of -- Bruce's question, do we say 2027 significant step up in CapEx, I think we're saying it takes time to -- for that capacity to come out. So that's the first part. Jen-Chau Huang: Yes. I think Bruce, what C.C. said was the productivity was our main focus in '26 and '27 because when we start to invest the fab, the volume production will not come out until '28 and '29. So the dollar amount invested today is for 2 years or even in the future. And CapEx dollar amount, as I said, in the last 3 years, $101 billion in the next 3 years, significantly higher. I'm not going to share with you the number, but significantly higher. Jeff Su: So I think Wendell has addressed at least both parts of Bruce's question. Okay? So again, thank you. So again, thank you, everyone. This does conclude our Q&A session. Before we conclude today's conference, please be advised that the replay of the conference will be accessible within 30 minutes from now. The transcript will become available 24 hours from now, and both are available or will be available through our TSMC's website at www.tsmc.com. So again, thank you, everyone, for taking the time to join us today. We certainly would like to wish everyone a Happy New Year. We hope everyone continues to stay well, and you will join us again next quarter. Thank you. Goodbye, and have a good day.
Operator: Good morning, ladies and gentlemen, and welcome to the Velan Inc. Q3 Financial Results Conference Call. [Operator Instructions] This call is being recorded on Thursday, January 15, 2026. I would now like to turn the conference over to Rishi Sharma, Chief Financial Officer. Please go ahead. Rishi Sharma: Thank you, operator. Good morning. [Foreign Language] Thank you for joining us for our conference call. Let's start by discussing the disclaimer from our related IR presentation, which is available on our website in the Investor Relations section. As usual, the first paragraph mentions that the presentation provides an analysis of our consolidated results for the third quarter ended November 30, 2025. The Board of Directors approved these results yesterday, January 14, 2026. The second paragraph refers to non-IFRS and supplementary financial measures, which are defined and reconciled at the end of the presentation. The last paragraph addresses forward-looking information, which is subject to risks and uncertainties that are not guaranteed to occur. Forward-looking statements contained in this presentation are expressly qualified by this cautionary statement. Finally, unless indicated otherwise, all amounts are expressed in U.S. dollars, and all financial metrics discussed are from continuing operations. I'll now turn the call over to Mr. Jim Mannebach, Chairman of the Board and CEO of Velan. James Mannebach: Thank you, Rishi. And good morning, afternoon and evening, everyone. Please turn to Slide 4 for general overview of the third quarter of fiscal 2026. Velan delivered healthy adjusted EBITDA of $9.5 million on sales of $71.7 million, driven by the execution of high-margin projects and continued tight management of operating expenses. With respect to sales, let me point out that as expected, most rescheduled orders from the previous quarter recaptured in Q3 2026. A similar customer dynamic occurred in certain complex projects in the third quarter, leaving us again with orders worth a few million dollars still pushed out to later periods. Now let's turn to Slide 5. Our order backlog reached $296.8 million at the end of the third quarter, up 8% from the beginning of the year. At quarter end, 80.4% of the backlog, representing orders of $238.5 million, were deliverable within 12 months compared to 83.4% at the end of Q3 last year. Bookings amounted to $77.9 million in the third quarter of fiscal 2026, a year-over-year increase of 32%, further driving momentum in our backlog. The strong growth reflects higher bookings by our North American operations in the nuclear and oil and gas sectors, along with increased bookings by our Italian and Chinese units. These factors were partially offset by reduced orders from the German operations. In North America, Velan secured a valve order of more than CAD 20 million from Ontario Power Generation, or OPG, for reactors being refurbished at the Pickering Nuclear Generation Station, confirming our leadership position in this fast-growing nuclear sector. First shipment is scheduled for January 2027 with subsequent deliveries to be completed by the end of January '28. Note that Velan supported the original valves more than 45 years ago and has continuously supported the Pickering complex throughout its construction and refurbishing program. Turning to Slide 6. I'd now like to address the recent announcement regarding the proposed sale of Velan Holding's controlling interest in the company to Toronto-based Birch Hill Equity Partners Management, Inc. Velan Holding, which is held by certain Velan family members, has agreed to sell its 15.6 million multiple voting shares, representing approximately 72% of Velan's outstanding shares and 93% of its aggregate voting rights to Birch Hill at a price of CAD 13.10 per share for aggregate gross proceeds of CAD 203.9 million. This is a private transaction and is expected to close in the first half of calendar 2026, subject to receipt of required regulatory approvals and other customary closing conditions. The transaction is not subject to any financing conditions or approval by our shareholders. Velan's Special Committee of Independent Directors recommended to the Board of Directors that it's in the best interest of the company to facilitate the consummation of this transaction. And while the company is not a party to the private transaction, it has entered into a cooperation agreement with the parties, which will ensure a smooth transition with Birch Hill, as we jointly secure regulatory approvals and complete other customary closing conditions. The company continues to draw its inspiration from our founder, A.K. Velan, and the tireless efforts of the Velan family since our founding more than 75 years ago. We are extremely proud of our heritage and look forward to growing on our legacy as a world-leading Canadian valve company. Birch Hill has a proven track record of partnering with Canadian industrial leaders and accelerating performance. Their broad business experience and deep access to capital will enable Velan to speed advancement of our business plan, which is focused on value creation for all stakeholders, including customers, employees and of course, shareholders. We look forward to partnering with Birch Hill as we accelerate the execution of our strategic plan. Before turning the call back over to Rishi, I want to reiterate on Slide 7. Velan is well positioned in its main markets through its trustworthy brand, high-quality products and proven expertise in developing solutions for the most critical applications. Nuclear energy is enjoying a strong resurgence driven by massive power requirements and rising demand for clean energy sources. Our recent contract win with OPG is a clear example of government's refurbishing existing reactors to meet their energy requirements well into many future years. New deployment of small modular reactors, or SMRs, are also expected to be part of the overall solution. As a reminder, Velan is a key supplier to the first SMR initiative in North America at OPG's Darlington site. On the oil and gas front, we've recently witnessed geopolitical pressures in key strategic areas, highlighting the global need for this fossil fuel. Of course, Velan remains impartial, but we stand to benefit since the company supplies the most reliable engineered valves to the majority of refineries in North America, along with a growing presence overseas, especially in the Middle East through our announced joint venture in the Kingdom of Saudi Arabia. These 2 sectors, nuclear and oil and gas were the driving force behind a remarkable 32% bookings growth in the third quarter. If we add our important presence in other areas such as defense, liquefied natural gas and mining, the underlying theme is that Velan is well positioned to leverage strengths across a wide range of industrial sectors throughout the world. Rishi, I turn the call back over to you. Rishi Sharma: Thank you, Jim. Turning to our third quarter results on Slide 9. Sales totaled USD 71.7 million, down 2.4% from $73.4 million 1 year ago. The decline reflects lower shipments from our Italian operations, following strong sales in last year's third quarter and as Jim mentioned, customer dynamic resulted in orders totaling a few million dollars being pushed out to later periods. These factors were partially offset by higher sales in India and Germany, along with a positive foreign exchange impact. By customer geographic location, North America represented 48% of total sales in the quarter compared to 55% last year. Asia Pacific accounted for 33% of total revenues versus 44% a year ago. For its part, Europe represented 8% of sales this year with Africa, the Middle East as well as South and Central America, rounding off our quarterly sales. Moving to Slide 10. Gross profit reached $27.2 million in Q3 2026 compared to $28.3 million last year. As a percentage of sales, gross profit remained relatively steady, reaching 37.9% compared to 38.6% last year. This stability was driven by higher-margin projects though offset by lower absorption due to reduced volume and tariff impacts. Currency movements had a slight positive effect on gross profit for the period. Administration costs decreased to $16.5 million or 23% of sales in the third quarter of fiscal 2026 from $17 million or 23.2% of sales 1 year ago. The year-over-year reduction can be attributed to cost-reduction initiatives. We also incurred restructuring expenses of $1.3 million in Q3 2026, which consisted of transaction-related costs. Excluding nonrecurring elements, adjusted EBITDA amounted to $9.5 million in the third quarter of fiscal 2026 versus $14.3 million last year. The year-over-year variation can be attributed to a lower gross profit and to a slight increase in other expenses mainly caused by unfavorable currency movements on unrealized variations. These factors were partially offset by the favorable effect of a provision reversal. Net income totaled $3 million or $0.14 per share in Q3 2026 compared to a net loss of $47.8 million or $2.22 per share last year. Excluding nonrecurring elements, adjusted net income amounted to $4 million versus $8.5 million a year ago. On Slide 11, for the first 9 months of fiscal 2026, sales were relatively stable year-over-year and were up more than 2%, excluding last year's nonrecurring revenue contribution. Gross profit, meanwhile, was marginally down both in dollars and as a percentage of sales. Turning to Slide 12. Cash flow from operating activities before net changes in provisions used $6.7 million in the third quarter of fiscal 2026 compared to $0.6 million used a year ago. The unfavorable movement in cash was mainly due to negative changes in noncash working capital items versus last year. More specifically, a temporary increase in accounts receivable and late-stage work in process inventory related to changes in customer delivery schedules were largely responsible for the year-over-year variation. Once this customer dynamic normalizes, cash inflows are expected to follow. During the quarter, we also paid $1.5 million in dividends, representing regular payments for dividends declared. It should be noted that the company has agreed to suspend the payment of dividends until the closing of the transaction between Velan Holding and Birch Hill. Ordinary course dividends are planned to resume thereafter as if and when declared by the Board of Directors. Finally, our balance sheet remains strong at quarter end with $36.3 million in cash and cash equivalents and short-term investments of $0.4 million. Bank indebtness stood at $16.1 million, while long-term debt, including the current portion, was $17.7 million. Considering our credit facility, working capital financing, letters of credit and guarantees, we have access to multiple sources of additional funds. Altogether, Velan has approximately $86 million readily available to execute its strategy and finance its expansion to sustain long-term profitable growth. I'll now turn the call over to the operator for the Q&A session. Operator: [Operator Instructions] Your first question comes from [ Sebastian Sharlin ] with Agave Capital. Unknown Analyst: My first question, actually, it's quite personal and maybe it's too early to ask, but are you staying, both of you? James Mannebach: Well, I appreciate the interest in that. Yes, it's business as usual for us at Velan. Birch Hill has a long history of partnering and participating with management, and we don't see any change in that in the immediate future. So I look forward to working with them. In fact, they have a very unique, I think, data-driven decision-making process that I think will be very, very helpful to us. And yes, so business as usual, no expected changes in the foreseeable future with management in place driving our strategic plan going forward. Unknown Analyst: Great. And can we know a little more -- or should we expect more announcements in coming months as this transaction closes? I respect that there are Canadian buyers, so it should alleviate some of the problems we may have seen or foreseen with, let's say, foreign buyers in a strategic asset as Velan, but should we expect more announcements regarding changes to strategy or appetite M&A? So I really understand there's quite a big difference between the 2 controlling shareholders we'll have now and in the future. Rishi Sharma: Thanks, Sebastian. I think the first course of action and priority is obviously to support through the engagement of the cooperation agreement at the closing and get to the closing of the transaction. So that's the immediate requirement as well as obviously delivering a strong fourth quarter, I think that goes without saying for us and the management team, it's business as usual in terms of orders, bookings, delivery, profitability and cash generation. Beyond that, post-closing, I think we'll see. I think business as usual, there's a strategic plan. There's objectives that we have. I think through the partnership and our new controlling shareholder with Birch Hill, there could be, but I think there will be some time required to kind of reassess the plan going forward. So I don't expect immediate announcements to that effect. But I think post-closing, there will probably be some plans that will be shared. Unknown Analyst: Okay. And did I read correctly that Velan, the company is going to assume the legal cost of the transaction, even though if it's a private one, the $12 million that's highlighted in the press release? Rishi Sharma: Yes. So the special committee recommended that in the best interest of the corporation going forward that those costs be borne by the company. So if you look at the note, the total transaction, direct transaction fees are in the amount of USD 10 million to USD 11 million. There's an additional $5 million, call it, cost that will be incurred relating to change of control triggered items, mostly relating to vesting and accelerated vesting of incentive plans. And against that $16 million, we have about $4 million that's been paid throughout the year or accrued. So it's really a recommendation and support in terms of the best interest of the company going forward that those costs being absorbed by the company. Unknown Analyst: Okay. Yes. And perhaps, I guess the elephant in the room is maybe what do we don't know or do we miss for the discrepancy between the $13 sell price versus the, say, average price of the last 6 months of Velan, which was probably above $17 or $18. Do you agree with that price? If the company is paying for the legal fees for it, it means it agrees the special committees, it agrees that's the valuation that's correct for Velan? James Mannebach: Yes. Well, I think it's important to note, as we've already said, this is a private transaction between Birch Hill and Velan Holding. The company facilitated the secondary trade to ensure it was completed in an organized manner. But we weren't a part of the trade, we weren't involved in the pricing matters. As such, we're really not in a position -- I'm not in a position to comment on valuation and pricing. As you know, also, the minority shareholders will continue to participate in the company's next phase of growth, right, as it executes its strategic plan. And adding to what Rishi said, I look forward to an acceleration of deployment of those strategic plans with the new partner, Birch Hill. So I think we're on a good track, building out the fundamentals of this business to drive value creation over the long term. And I think that's the perspective that needs to be taken. And again, as I said, it's a private transaction between the parties that we weren't involved in the pricing. Rishi Sharma: Yes. And just to add on that, I think the way that Jim and I look at the transaction cost is it's really an investment in bringing on a partner as strategic as Birch Hill that has operational discipline that has the capital that we may have access to in the case of growth and executing on the strategic plan. But beyond that, as Jim mentioned, private transaction between the 2 parties are sole obligation here is the cooperation to ensure that we get to a close. Unknown Analyst: Okay. I mean it's a lot to reconcile in one day. But at the same time, I want to -- yes, I just want to reassess I know, and I appreciate all the work you 2 have been doing and the whole team in the last 3 years, not fixing the problem, but addressing the challenges of the business. So yes, I just want to admit I was disappointed when I saw the release yesterday, but the fact that you're staying that we get that we're not forced into selling at that price. I guess it's a mixed signal, but somewhat reassuring. I just wanted to highlight this point. It seems quite obvious, though, that it deserves to be addressed. Rishi Sharma: Yes, Sebastian, thank you. James Mannebach: Thank you. I appreciate the recognition as well. And as I said, underscoring the point, we really look forward to accelerating execution of our plans. I think we're in a really strong position in nuclear and oil and gas and other demanding applications, as I mentioned in my comments and partnering with Birch Hill, bringing their perspective to the business, I think it's really a win in the long run for everyone. Operator: [Operator Instructions] Your next question comes from Alex Ciarnelli with SM Investors. Alessandro Ciarnelli: Most of my questions have been asked. And I guess the bigger one was the reconciliation of the pricing, which you addressed. I don't know if this was asked, I was on the morning meeting of the company for a few minutes. But I think the press release was talking about the review of strategic alternatives under supervision of the special committee. So were there other options maybe to sell the entire company or maybe if you can talk about this review in general? James Mannebach: Yes. You've been engaged in our calls for quite a while now. And as you know, we've consistently and publicly stated that the company was reviewing options, right, to maximize value for the shareholders. And this process is continuous, right, going back many years, including the special committee's engagement with respect to the asbestos and the French subsidiary divestitures. But given that the offer was made to Velan Holding solely for the multiple shares of Velan Holding, after the special committee reviewed the circumstances and the particulars, as Rishi has already commented on and I as well, concluded that it was in the best interest of the company to facilitate the transaction. Really beyond that, I'm not sure what else I can say about that other than as I said -- I just said a moment ago, we've been quite clear and transparent that we've been considering value-creating opportunities for these years. Alessandro Ciarnelli: I'll change gears. I'll ask just the SMR on the entire power generation project, if I remember correctly, it was approved in May. I don't know if there's any updates, how is that going? I know it's long term, but... James Mannebach: Yes. We're very encouraged by what we're seeing. We see with the owner as well as with the GE Hitachi project that you're referring to specifically continues to progress very nicely. Obviously, this is new technology being developed, and this is right in the wheelhouse of our business to grow off of what we've already done in nuclear over 50 years now and apply it to this new emerging approach to more compact SMR nuclear power generation. So what we've seen so far is very encouraging, very positive. And as I said just a moment ago, really plays to the strength of Velan, the brand and our people, especially at this moment, our engineering people. So we're quite encouraged by what we're seeing to the moment. Long way to go, but encouraging to the moment. Alessandro Ciarnelli: Last one for me. This might be a strange question and some ways to ask it. We saw what happened in Venezuela. Is that actually an opportunity for the oil and gas for you guys? Or too early to say? Rishi Sharma: I don't think it's a strange question. Of course, we don't know what's going to happen. It was sort of an unexpected move, I guess, by the United States anyway. But as you know, the majors that are involved in Venezuelan oil before the nationalization of those assets were all customers of Velan. And what we've seen in the public disclosures about the intentions of the United States going forward is encouraging to us as well because for the parties that President Trump is talking about, we have good relations with and expect to have a good opportunity to provide valuable product to them as they improve the operations of Venezuela. So very early, and strained circumstances you alluded to. But I think it's -- from a commercial market point of view, is positive for us. Alessandro Ciarnelli: Sorry, one more thing. This is for Rishi. I sent you an e-mail about the conference. I don't know if you're interested or not, but if you can answer, I can relay. I can send it again if you want to. Rishi Sharma: It's been a little bit busy last few days, but I'll -- as you can imagine, I'll definitely get back to you on that. Thank you. Operator: There are no further questions at this time. I will now turn the call over to Jim for closing remarks. James Mannebach: Well, thank you, operator. It's been an interesting couple of days, few weeks, months, for sure. The business in the last quarter, I'm very encouraged by the uptake in orders, especially in the nuclear and oil and gas space for us. I think it bodes well for our future. And we'll look forward to chatting with you all at the end of our fiscal year, which is just in a few weeks away. Anyway, we appreciate the support and always the interest of you, the investors and stakeholders. Thank you so much, and have a great day. Rishi Sharma: Thank you. Operator: Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines.
Operator: Good evening, and welcome to the J.B. Hunt Transport Services, Inc. Fourth Quarter 2025 Earnings Conference Call and Webcast. All participants will be in a listen-only mode. After today's presentation, there will be an opportunity to ask questions. Please note this event is being recorded. I would now like to turn the conference over to Andrew Hall, Senior Director, Finance. Please go ahead. Andrew Hall: Good afternoon. Before I introduce the speakers, I would like to provide some disclosures regarding forward-looking statements. This call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as expects, anticipates, intends, estimates, or similar expressions are intended to identify these forward-looking statements. These statements are based on J.B. Hunt Transport Services, Inc.'s current plans and expectations and involve risks and uncertainties that could cause future activities and results to be materially different from those set forth in the forward-looking statements. For more information regarding risk factors, please refer to J.B. Hunt Transport Services, Inc.'s annual report on Form 10-Ks and other reports and filings with the Securities and Exchange Commission. Now, I would like to introduce the speakers on today's call. This afternoon, I'm joined by our President and CEO, Shelley Simpson, our CFO, Brad Delco, Spencer Frazier, EVP of Sales and Marketing, our COO and President of Highway Services and Final Mile, Nick Hobbs, Brad Hicks, President of Dedicated Contract Services, and Darren Field, President of Intermodal. I'd now like to turn the call over to our CEO, Ms. Shelley Simpson, for some opening comments. Shelley? Shelley Simpson: Thank you, Andrew, and good afternoon. We began 2025 with clear expectations. When the external environment shifted, we responded by adapting our strategy. I am proud of the agility of our team as we navigated through dynamic economic conditions while maintaining high service levels for our customers and structurally removing costs from our business. Throughout 2025, we prioritized operational excellence. Not only did we meet this goal, but we set a new benchmark for success within our organization. Our service levels and safety performance remain exceptional, and they are key differentiators for us in the industry. In the fourth quarter, we proudly celebrated our fourth driver to reach 5,000,000 safe miles, Steve Kirschbaum, and it is a reflection of the strong culture of safety at J.B. Hunt Transport Services, Inc. Alongside this, two other key priorities for 2025 were scaling into our investments and continuing to repair our margins. While we made meaningful progress in both areas, I recognize there is still more work ahead. We are laying the foundation for J.B. Hunt Transport Services, Inc.'s future, a future defined by disciplined growth and even stronger financial performance. I'll briefly address rail consolidation now that the merger application has been filed. We remain rooted in our commitment to our customers and providing excellent intermodal service and also to our shareholders to create lasting long-term value. We continue to have conversations with all Class I railroads, and those conversations are progressing. In our view, there remains a significant amount of industry risks and opportunities, and we continue to work on multiple options to ensure our customers and shareholders are well placed. We have a strong brand and service product and offer tremendous value to our rail providers given our scale, technology capabilities, and how we go to market. Our ability to deliver seamless, differentiated service across the entire North American intermodal network is a competitive advantage. As we move into 2026, the freight market feels fragile. Capacity continues to exit the truckload market, and we are testing the elasticity of supply. Regardless of the market environment, we continue to manage our business to put us in the best position for long-term growth. Let me give you a little more color on our strategy in 2026. Overall, our service levels across the business remain exceptional. The business leaders will share more, but throughout peak season, customers trusted us with more of their freight because of our service. As we grow through operational excellence, we will remain disciplined with our cost management and continue to lower our cost to serve. This will further strengthen our business model, providing capital to deploy for future growth while providing strong returns for our shareholders. Let me close with our key priorities for 2026. First, we're focused on disciplined growth through operational excellence. On the back of our operational excellence, we are playing offense and creating our own success that is not dependent on the market. Second, we will leverage our investments in our people, technology, and capacities into clear and sustainable competitive advantages for our business. We prefunded our capacity growth at the bottom of the cycle, including the purchase of Walmart's intermodal assets, positioning us to grow without needing to deploy additional capital to do so. We have invested in our people and technology, focusing on ways to improve efficiency and productivity through automation. Investing in people, technology, and capacity is core to who we are. Third, we will continue to repair our margins to drive long-term value for our shareholders. We are a disciplined growth company, and we will continue to build on the momentum we have created. With that, I'd like to turn the call over to Brad. Brad Delco: Thanks, Shelley. Good afternoon. I'll hit on some highlights of the quarter and the year, review our capital allocation for 2025, give some views on the plan for 2026, and finish up with an update on our lowering our cost to serve initiative. Let me start with the quarter. As you've seen from our release, on a GAAP basis, revenue was down 2% year over year while operating income improved 19%. Diluted earnings per share improved 24% versus the prior year period. In the prior year quarter, we did incur pretax charges of $16 million in intangible asset impairments. After consideration of these charges, operating income increased 10% from the prior year period. Inflationary cost pressures continued to impact us in the quarter, but once again were more than offset by solid execution by our people on lowering our cost to serve and by driving efficiencies and productivity into our daily work. For fiscal year 2025, on a GAAP basis, revenue declined 1% while operating income increased 4%. Given the inflationary cost pressures in 2025 that were not fully covered with the pricing environment, these results again highlight operational excellence in managing our costs, safety, and service to our customers. On capital allocation, in 2025, we spent $575 million in capital reinvesting in our business. That is net of proceeds from the sale of our equipment. We put $923 million towards our share repurchase, the largest annual amount in our company's history, and retired almost 6.3 million shares of stock. Our balance sheet remains healthy, maintaining leverage just under our target of one time trailing twelve-month EBITDA. This aligns with our messaging around prefunding our long-term future growth and not just remaining cost disciplined, but also disciplined on how we allocate our capital. In 2026, we anticipate net CapEx to be in the range of $600 million to $800 million, largely for replacement, with expectations for success-based growth capital to support our dedicated segment. We will continue to manage our leverage to maintain an investment-grade balance sheet, support the growth of our dividend, and opportunistically repurchase shares. We do have $700 million of notes maturing on March 1 and have more than enough flexibility with our recently amended and extended credit agreement to satisfy that maturity. We committed to giving you updates on our execution of our lowering our cost to serve initiative, and I'll start by saying our execution remains solid. I'll reiterate our intent is to demonstrate our progress in our results rather than just speak to tracked savings. In the third quarter, we stated we executed over $20 million in cost savings in the quarter. In the fourth quarter, we executed over $25 million of tracked savings and are now on a run rate of over $100 million of annualized cost savings. Keep in mind, we continue to focus on productivity and efficiency gains that were not contemplated in our $100 million target as our achievement of that target was not dependent on volume growth. We continue to see benefits in the same areas of service efficiencies, balancing our networks, dynamically serving customers to meet their needs, and even more focus on discretionary spending and driving greater utilization of our assets. Let me close with a couple of things that I think are important takeaways from our results. First, despite no meaningful tailwinds from market pricing, we posted solid year-over-year earnings growth for both the quarter and the year. Second, our focus on operational excellence and discipline on cost and deployment of capital sets us up well for the future. Finally, we enter 2026 with solid momentum, both operationally and financially, and with ample capacity to deploy capital to meet our customers' needs with our scroll of services. That concludes my remarks. Now I'd like to turn it over to Spencer. Spencer Frazier: Thank you, Brad, and good afternoon. I'll provide an update on our view of the market and share feedback we are hearing from customers. Demand in the fourth quarter aligned with expectations, and we continue to see the truckload capacity bubble deflate. As customer forecast accuracy improved throughout the year, so did our confidence we would have a solid peak season. As noted in our last call, a significant amount of early imported freight still needed to move inland, which ultimately supported a solid peak. I'm proud of how our teams met customers' seasonal demand, helping them deliver their plans. Additionally, we saw market dynamics tighten around Thanksgiving and continue through year-end, creating opportunities to leverage our culture of operational excellence and gain share. Our unique model, comprehensive service offerings, and 360 platform continue to differentiate us and position us for long-term growth. Most customers view the recent market tightening as temporary or seasonal rather than a structural shift. After several years of mixed signals and forecasting challenges, customers will only acknowledge a structural change after they feel a tighter market for a longer period of time, likely driven by some degree of both reduced capacity and stronger demand. Customers are also evolving their supply chain strategies. Many are consolidating logistics providers to do more business with fewer high-performing providers. Last year, we had our highest customer retention since 2017. Customers are also looking for the most efficient capacity solutions that meet their needs, and more sophisticated customers are planning ahead of potential market shifts. They are working with us to optimize networks and capacity strategies to leverage the right service offering at the right time to execute their business. This aligns well with the strength of our business model and our solution-based sales approach and is helping drive our share gains. Our current customer conversations focus on their 2026 outlook and initiatives and how we can strategically support their supply chain strategies and growth. They are looking forward to a more stable trade policy, a more confident consumer, and potential benefits from higher tax refunds and policy changes. Customers want logistics providers that offer scale, visibility, and consistent long-term service to bring predictability to a complex part of their business. They view us as operating from a position of strength, reinforcing our confidence in the value we can deliver in 2026 and beyond. I would now like to turn the call over to Nick. Nick Hobbs: Thanks, Spencer, good afternoon. I'll provide an update on our safety performance across our operations, followed by an update on our final mile, truckload, and brokerage businesses. Safety remains a top priority and is a key differentiator of our value proposition in the market. I am proud to say that 2025 was our third consecutive year of record safety performance measured by DOT preventable accidents per million miles. To put some context around our performance, our DOT preventable frequency is equivalent to driving more than 5,000,000 miles between events. Our focus on safety is a key piece of driving out cost, and this record performance is a testament to our entire team and their commitment to remaining safe and secure every day. Our commitment to safety starts well before anyone begins driving a truck or executing a final mile delivery. In our final mile business, we continue to lead the industry in terms of background screening and identity verification, ensuring the person delivering the product into the home meets our rigorous standards. As final mile claims across the industry continue to rise, we are pleased to see a large customer recently announced enhanced identity verification standards, which we believe is a positive and needed step for the industry overall. Shifting to the business, overall, final mile end market demand remained soft across furniture, exercise equipment, and appliances. In our fulfillment business, we continue to see positive demand driven primarily by off-price retail channels. Going forward, we do not expect any meaningful positive change in market conditions, but remain focused on continuing to provide high levels of service to customers while being safe and secure and ensuring that our returns match the value we provide in the market. We mentioned last quarter that we anticipated losing some legacy appliance-related business in 2026. We expect this to be an approximately $90 million revenue headwind in 2026. That said, we continue to work diligently to onboard new business in this area to offset as much of this as we can. Moving to our highway businesses, overall, season demand was in line with normal seasonality led by e-commerce-related volume. On the capacity side, the truckload market became tighter beginning the week before Thanksgiving and didn't recover through the end of the year. We believe this was driven primarily by supply or tighter truckload capacity due to higher levels of regulatory enforcement. In JBT, our strong service and focus on operations led to another quarter of double-digit volume growth, our third consecutive quarter achieving that growth rate. As the truckload market tightened in the quarter, our focus on service created additional volume opportunities from customers as other carriers struggled to maintain commitments. Going forward, our focus in 2026 is disciplined growth to ensure our network remains balanced while also improving the utilization of our trailing assets through better box turns. While we will continue to execute on lowering our cost to serve, meaningful improvement in our profitability in this business will continue to be driven by our ability to price higher. I'll close with ICS. During the fourth quarter, truckload spot rates moved notably higher, which put pressure on our gross margins, especially in late November and December. This did lead to more spot opportunities, not until really late in the quarter. While lower gross profit year over year did pressure our profitability, we continue to make good progress on our controllable cost with operating costs of approximately $41 million in the quarter, our lowest since Q4 of '18. Going forward, we are encouraged by the work we have done to resize our cost structure in this business and the wins we achieved during mid-season. Our focus in 2026 is maintaining operational excellence, continuing to onboard additional volume on the platform, and remaining disciplined on our cost as we grow. With that, I'd now like to turn the call over to Brad. Brad Hicks: Thanks, Nick, and good afternoon, everybody. I'll provide an update on our dedicated business. Starting with the results, at a high level, our full-year results highlight the resiliency of our dedicated business, which remains a standout in the industry. A year ago on our 2024 fourth quarter earnings call, I commented that we expected very modest operating income growth in 2025 in Dedicated. We had visibility to fleet losses throughout the first half of the past year, and given the nature of our business, we knew that growing operating income while shrinking the fleet would be difficult. I'm extremely proud of our dedicated team at not only addressing the expected fleet losses but also navigating unexpected customer bankruptcies during the year. Our focus on customer value delivery, efforts to lower our cost to serve, and strong safety performance allowed us to deliver flat operating income compared to 2024 results despite a lower fleet count. Looking at the fourth quarter, we sold approximately 385 trucks of new deals, bringing our full-year new truck sales to approximately 1,205 trucks. As a reminder, our annual net sales target is for 800 to 1,000 new trucks per year. While the known fleet losses disclosed two years ago caused us to fall short of this target in 2025, we have good momentum coming out of the fourth quarter, which gives us greater confidence that we will get back to this level of annual net truck growth in 2026. We continue to see considerable opportunities for future growth in our dedicated business with an addressable market of roughly $90 billion. Our sales pipeline remains strong, and we have opportunities across a diverse set of customers and industries. Our sales cycle is elongated at around eighteen months given the complex nature of these contracts and the big decisions to outsource a private fleet. We have seen this sales process extend a few additional months given the broad macroeconomic uncertainty and continued challenging freight fundamentals. While we initially anticipated resuming net fleet growth in the latter half of last year, the extended timeline for finalizing new agreements has pushed the return to fleet growth into 2026. Let me close with some thoughts on 2026. About two years ago, we spoke about having visibility to fleet losses that would play out through 2025. About a year ago, we spoke about expectations for very modest operating income growth in 2025 given those known fleet losses. Both of these comments proved to be true as the contractual nature of our dedicated business provides us clear visibility to and predictability of our performance. We also know that to see a material increase in the profit performance of this business, we must first see a wave of truck growth for about six months. As we have discussed before, we incur start-up expenses as business is onboarded, and it historically takes about six months before a new location starts contributing as expected to operating income. Our strong new truck sales in the fourth quarter and visibility to our pipeline give us confidence that the wave of new business is coming, just the timing is a little later than we had initially expected. As a result, and looking forward, we sit here today expecting only modest operating income growth in our dedicated business in 2026, with more momentum likely to roll into 2027. The confidence in our dedicated business and our strategy hasn't changed. We'll continue to execute with operational excellence, drive value for our customers through our CBD process, and continue to invest in our people to help support and accelerate our growth. With that, I'd like to turn it over to Darren. Darren Field: Thank you, Brad, and thank you everyone for joining us this afternoon. I'd like to start by thanking the team for their hard work during peak season. We executed very well during peak season and were able to meet customer demand while at the same time remaining disciplined on our costs and continuing to execute on lowering our cost to serve. This marks our third consecutive peak season of strong execution on behalf of our customers. Similar to last quarter, I want to start with some comments regarding the potential for Class I rail consolidation. Even with the merger application now filed with the STB, similar to what we said last quarter, there are still a lot of unknowns. We continue to digest the application and had expected more intermodal-specific questions to be addressed in the merger application than there were. So we continue to plan for a wide variety of scenarios. We can speculate on hypotheticals, but let's talk about what we know. We continue to have active dialogue with all Class I railroads and believe given our position in the intermodal market that J.B. Hunt Transport Services, Inc. should be a primary participant in all discussions regarding the future of the intermodal industry. We continue to see a large opportunity to convert highway truckload shipments to intermodal and have been actively pursuing these shipments long before any merger discussion. We have offered seamless transcontinental intermodal service for decades, connecting BNSF to both Eastern railroads. Our focus remains on engaging in discussions and executing a strategy that is in the best interest of our customers and our shareholders. During the fourth quarter, demand for our intermodal service performed relatively as expected. Volumes in the quarter were down 2% year over year and by month were down 1% in October, down 3% in November, and flat in December. We faced difficult year-over-year comparisons in the fourth quarter with the freight shift in volume from the East Coast to West Coast. Given these factors, our transcontinental volumes were down 6% in the quarter while Eastern loads were up 5%. As we have communicated previously, we had a bid strategy during 2025 focused on getting better balance in our network, growing volumes, and repairing our margins with more price. And we were successful in the bid season, particularly around network balance and head haul pricing. The third quarter each year is always the first chance to see the impact of our bid strategy show up in our results. Consider it our scorecard. We believe the success of bid season combined with our efforts to lower our cost to serve were key drivers of our improved year-over-year and sequential financial performance in the quarter. As a reminder, given the cadence of our bid season, we will live with the impact of this past bid season through the first half of 2026. Going forward, our focus remains on being operationally excellent, which is being noticed by customers and driving additional opportunities in the market. I previously commented that in order for us to return to the low end of our 10% to 12% margin target range, we would need one point from cost, one point from volume, and one point from price. We have good visibility to the point in cost but have work left to do on volume and price. As we think about the 2026 bid season, our overall strategy won't change much. We will look to grow in the back hauls and continue to fill in our network, grow with customers in the right markets and lanes, and look to further repair margins by pricing to the value we create for customers. The bid season for 2026 is still in the early innings, and it would be premature to comment on rate expectations at this point. In closing, we remain confident in our industry-leading intermodal franchise and excited about the opportunities in front of us. With that, I'd like to turn it back over to the operator to open the call up for questions. Operator: We will now begin the question and answer session. And the first question will come from Brian Ossenbeck with JPMorgan. Please go ahead. Brian Ossenbeck: Hey, Brian. Hey, everybody. Good afternoon. Thanks for taking the questions. Maybe just start with Shelley and team, if you can just fill in some more comments on what you mean by the freight market's gradual. Of course, there's quite a lot going on right now. I don't know if that was more a comment on capacity and what we're seeing there. So you have a white paper out there that walks through the impact of what you think could come out of the market. Maybe a little bit more color around the supply side and demand side so we can understand the comments around being fragile to start here. Thank you. Shelley Simpson: Sure. Well, okay. Thank you, Brian. So I'll start and then I'll let the team jump in from there. You know, I think you heard in Nick's comments that really since Thanksgiving, we haven't seen the supply side change as it as we finish the rest of the year. And here entering into this first part of the year, we still see some signs of that supply side being down. Along with that, from a demand perspective, you know, I would say there's a mixed reaction from our customers. I think our customers always tend to be more optimistic. We tend to be a little more realist and a little more wait and see as well. But I would say the elasticity in the supply chain from a supply perspective feels very fragile to us. It doesn't feel like a lot there, and so we've seen that in pockets. And as we've seen, even small tightening is creating bigger ripples in the market than when it has historically. I think regulations have had an impact on that. And so that's what I mean when I say fragile. Just a little bit of an uptick in demand. I don't think there's a lot of elasticity left in supply. And so that uptick in demand could create an environment that's different than what we've seen in the last several years. Having said that, we're not gonna hold our breath. Why we've said we're gonna take care of what we do and really focus on what we're good at, take market share, and be a disciplined growth company. Maybe I'll turn it over to any of those guests that want to comment. Spencer Frazier: Yeah. Hey, Brian. Thanks for the question. You know, Shelley, you referenced some comments that Nick made. I will also do that. Really from a demand perspective. Nick, you talked about in the bid season, we're winning. We continue to win. We're winning and taking share. So are our customers. They're winning as well. And so as I think about kind of the momentum from Thanksgiving through the end of the year and also while the first two weeks don't make the year, demand is solid. Really across all of our services. And I think that's reflective of some of the work that we've done, some of the bid strategies and approach to the market we've had. Really for the prior six months. And so from that perspective, I think demand is okay, but I think it's somewhat unique to J.B. Hunt Transport Services, Inc. and our approach to the market. The other thing I want to make mention of is, you know, we talk about our customers. You know, they went through a lot last year. They've got a lot of pressure. I've used words like they're gonna believe a change when they see it. But I also want to talk about their supply chains. Their inventories are lean. Their supply chains are executing extremely well. And they've got agility to run their business to meet their sales plans. They're leaning in then to the carriers like us that can match operational plans to help them out. So I believe that's why we're taking share. It all connects back to operational excellence. And we're gonna keep running that play. And then, you know, Shelley, your point about it being fragile, I think the market is fragile. It's vulnerable to change. You know? The prediction of when that tipping point is going to occur, everybody's missed that forecast for the last several years. But our customers are aware that if a tipping point does occur, that the really the industry has been uninvestable and needs to have dramatic change when that happens. So we're going at the market, working with our customers, and just preparing for all scenarios. Operator: The next question will come from Chris Wetherbee with Wells Fargo. Please go ahead. Chris Wetherbee: Hey, Good afternoon, guys. Hey, Maybe we could start on the cost side, kind of obviously made some progress there, $25 million kind of at the annual run rate of around $100 million, which was the target when you laid it out previously. So I guess as we think about 2026, I know you don't want to kind of put the cart before the horse, but how do we think about the progress? What is the opportunity for you in 2026 on the cost side? Brad Delco: Yeah. Chris, I think there was a blinker on that I sort of anticipated it. I mean, listen, my comments can tell that we've been off to a good start on this lowering our cost to serve initiative. You know, we said we and we committed. We give you guys some updates. You know, I think if you really peel back the onion on each of the segments' performance in some segments with down revenue and some segments with down volume, with, of course, knowledge of the pricing environment not being very robust in 2025, you know, I think you could probably parse out that we've been very successful executing on a lot of different cost initiatives around efficiency and productivity. And those are things that we sort of called out that we thought were not part of our lowering the cost to serve. So I think the proof is in the results that we've probably been executing above sort of what we've been stating. But it's also eating away at some of the inflationary pressure we've been feeling. Certainly on the insurance side, that continues to be a topic of discussion. Obviously, we continue to invest in our people with wages and merit. And so, as we're facing these inflationary cost pressures, what I want to call a pricing environment that's not covering inflation in order to drive the earnings improvement that we did. I mean, we're hitting on a lot of the cylinders. Going forward, I mean, I think it's fair to assume that we're going to be executing above the $100 million target. I don't think we're prepared right now to give you a number. We had some headwinds on some cost items and things that we incurred in the fourth quarter that we know won't repeat going forward. And so that gives me some confidence that we'll continue to build. I think Shelley used the word momentum. And we'll update you guys going forward at the appropriate time when we want to raise that number. Operator: The next question will come from John Chappell with Evercore ISI. Please go ahead. John Chappell: Thank you. Good afternoon. Darren, there's a lot of commentary about Thanksgiving to the end of the year being robust. But, you know, on the other hand, Spencer said most of your customers are viewing things as kind of temporary or seasonal. So exit rate seems better. And as we think about the timing of peak season, when would we need to see kind of this continuation of the last six weeks holding into? Is it a February event that's better than seasonal and that gives you a little bit of tailwind behind your back? Or does it have to go through kind of March and April until kind of prove the sustainability and give you a bit more bit between your teeth as you go for price? Darren Field: Okay. Well, I think intermodal's to that question may be slightly different than parts of our highway other transactional businesses. I think intermodal's experience normal seasonality in the first quarter. Shift from the fourth quarter, a little bit of downturn from some retailers. I think that we are aligned with customers that are winning business, and we continue to be really encouraged by forecast feedback that we get from our customers and additional opportunities to grow our business and take share off the highway to Intermodal. But in terms of the seasonality of strength specifically, from peak season or kind of Christmas shopping season, you know, every year has been a little bit different over the last four or five years. As we get into February and March, I think we'd have a better opportunity to understand what's going on there. But we're encouraged by what we've seen so far in January. Nick Hobbs: I'll just take it from the other part of the transactional bit. Other partners, Nick, so I'll talk about the ICS and truck. I think we need to see what demand is going to do as Spencer said and Darren, I think we've been taking some market share. If you look at other indexes out there, it says the market's down compared to this time last year. And yet we're gaining volume. So feel good about that. But before we talk about rates and some of that, we gotta see some consistency in the overall market. And not just our volumes. So probably a few more weeks. Shelley Simpson: And I would say, I mean, you hear a cautious tone from us because we've had some false starts. And so there's been some things that are in our control, a lot has been outside of our control. And that's why you're hearing us be more cautionary. I think we do have encouragement the things that we're seeing, but we want to wait and see what happens. We want to finish up at least January and February and see what happens there. And, also, we want to wait and continue to get customer feedback. This is our season where we spend a lot of time with customers over the next month. We'll get a chance to hear what they're thinking. Are their forecasts changing? Does the demand set? We need demand to continue to move up. And with demand moving up, with that fragility in the supply side, I think, you know, that could be a good opportunity for us to think about things differently. Brad Delco: Hey, John. This is Brad. I feel like I got to add here, too. I mean, clearly, we're the first out of the gate to report, and it's still early relatively early in January. I remember sitting here a year ago, we were feeling at least or seeing some signs of tightness in the market. Now the difference was, I remember a year ago, the January, we had a whole bunch of weather. So what is different is we haven't had as much of a weather disruption thus far in January, and things still feel pretty good. I think you guys should be picking up on that. I think demand is, I think we're staying solid or okay. You know, we're not saying robust. And capacity feels still pretty tight, and we're it's January 15. So let's let this settle and bake a little bit longer before we get out ahead of our skis and give any expectations of what we think that might mean for market pricing and rate. Operator: The next question will come from Scott Group with Wolfe Research. Please go ahead. Scott Group: Hey, Thanks. Thanks. Afternoon. So Darren, I think you said on the path to margin restoration, you feel good about the cost side and less certain at this point about volume and price. I guess, is there one side of that equation you feel better about? And I think you also said, like, there's no change in your bid strategy this year versus last year. I guess, why not? Like, it doesn't feel like you got a lot of price last year. Like, why wouldn't this be a year where you think you could be a little bit more aggressive in getting some price? Darren Field: Well, all good. And I hope that as the year moves on, we're both talking about that pricing opportunity was in front of us. So far, we've got a number of questions as to whether or not what's gonna happen with the overall market. The early results are there, but the early part of the bid cycle is a lot of westbound business, lots of backhaul pricing going out the door. And it's competitive. I wouldn't say it's any more or less competitive than what is normal. It's just it's an environment out there that has created a world where we want to protect our backhaul business and we actually want to grow with it. So in that instance, we're utilizing our lower cost to serve as an opportunity to generate volume. And so when we talked about the idea of more of the same, more of the same just means not allowing an imbalance of our business to drive negative impacts to our margin. We have to sustain improvement in our margins. And by that, if we can utilize lower cost to serve to grow volume and continue to drive improvements from the volume, we're going to be doing that. And then meanwhile, we'll be talking to the head hauls about what a challenge it is to produce capacity in the head haul markets and look for ways that we can help solve their challenges as capacity begins to tighten. But certainly 2026, you're hearing it from us that we're a little bit hesitant to suggest that we think there's some big pricing opportunity, but we will be all quick to identify when we see the market shift in a manner that we think there is an opportunity to generate price. We're absolutely ready to try to work on that area. But we're cautious. So I'll leave it at that. Brad Hicks: Scott, I think you'll remember two years ago, we came out of peak season feeling confident. We did push price, came out of the gate really strong, and I feel like we were the only horse in the front. And so we had to change the second half for bid because the market didn't react. So we've done that. We're going to be prudent with what the market will give us. Our customers know that we have inflation, and they know that we're not happy with our margins. Now it's just down to timing, but we're not going to wait and sit back and just let all of this season go through without testing exactly what you're saying. So more of the same means that head haul markets, we're going to continue to push and walk our customers through the cost part of that. And then fill in that home line. So do you think we had a successful bid season from that perspective? We can repeat that and then start to fund those opportunities. We can challenge the price. I think we're gonna have a successful bid season. Operator: The next question will come from Brady Lares with Stephens. Please go ahead. Brady Lares: Hey, Hey, great. Hey, Brad. Thanks. Thanks for taking our questions. I wanted to ask about Dedicated. You mentioned truck sales were almost 400 during the quarter, which would put you near the high end of your annual target. So when you look ahead to '26, how does the recent tighter capacity freight market impact your expectations for dedicated sales? Are you seeing any improvement in the pipeline year to date, or is it just too early? Brad Hicks: Thanks, Brady. This is Brad Hicks. You know, great question, and I think it's probably a little too early to see the outward view. But what I would say is that, you know, the 385 in the quarter is real close to what our expectations are. We're never satisfied. It's never enough, but we're very proud of the year we had and then closing with the strongest quarter in the year should give us some momentum coming into '26. We have high expectations to grow regardless of the environment or the market conditions. It has been harder though. I mean, the last two or three years, it's been more difficult. There's been more competition. There's been a lot of inflationary costs that we've overcome. Super proud of where our margins were, industry-leading double digits. And that's not been easy. And so you think about what Darren was saying on cost to serve to over things, that's largely where our focus was throughout '25. To hang on to the great margins that we've had. I'm super excited about as we turn into 2026. The last thing I'll say is in my experience, dedicated is always kind of the last area of the supply chain still feels some of the squeeze or the pressure from our customers. You know, it works its way. First and foremost in truckload and then it finds its way in intermodal. And then there's pressure to defend and maintain and renew the business that we have. I kind of feel like maybe we're there. So that gives me optimism as we go deeper into '26. One more great data point that I didn't share in my prepared comments, we did have a record year in terms of new customer names. So new names in our portfolio. We sold 40 new brand new customers, that's not all of our sales. Some of our sales inside of twenty five were with customers we already had some business within Dedicated. The 40 new names also gives me a great promise for the work that we've done, the investments we've made, in prospecting. We certainly want suites to be larger on average than what we saw in '25. Some of that I think is representative of the macroeconomic environment that we faced. Again, 40 new names is a record for us and that even includes our pretty remarkable COVID years where we had 2,500 plus trucks of growth. Operator: The next question will come from Rich Harnain with Deutsche Bank. Please go ahead. Rich Harnain: Hey, Richa. Thanks, team. Hey. So, yes, I wanted to ask a little more about the cost savings and lowering your cost to serve, you've clearly done a great job on. Brad, you spoke to some big bucket items of what you're gonna attack in 2026. You know, whether it's your service efficiency, balancing your network, dynamically serving your customers, monitoring your discretionary spend. And I think you said, you know, driving utilization. But maybe you can give us some more thoughts on, like, what is what does all that mean? What are some initiatives you have in the hopper to really take that $100 million plus further? And then I'm gonna I'm gonna try on this one. You know, just, like, looking at all the efficiency and some of the tailwinds y'all spoke to that are kinda unique to you and how you've managed to do pretty well starting out in 2026 in terms of, I think, comment was in the first two weeks things feel pretty good. How should we be thinking about Q1? Typically, you see something like an 18% decline in EPS into 2026, but given some of those tailwinds, could we see something better than that? To start the year? Brad Delco: I'll certainly take the bait and answer the first part of that question. The second part certainly sounds very guidance heavy and I remember us making some comments like that a year ago which I'm not necessarily gonna repeat. But specific to the question on lowering our cost to serve, when you turn to from a New Year twelve thirty-one to one one, what are the incremental opportunities? It's all the things that I had in my prepared remarks and you took good notes because you read them back to me. But I would say the incremental things are still driving efficiency in terms of the work we can do with our overhead and our people. We talked about scaling into our investments. Certainly, there's renewals with all sorts of different products and services that we buy. And so challenging ourselves on what are the some of the things we can do. I think we continue to make really good progress on some of our maintenance initiatives that tended to have a little bit of a longer tail before we can fully realize the full benefits of some of those. And so I think those are still some of the big buckets. But I think this is a team that has not well, they've seen a lot of success from all the work. And I think there's still a lot of motivation to go out there and challenge ourselves on what more we can do to continue to drive our costs lower. To allow us to be more competitive in the market to accelerate our growth. And I think you've heard Darren talk about it and the rest of the team. You know, we want to be a disciplined growth company, and the only way to accelerate our growth is to make sure that we can be very cost competitive and provide an excellent service. And I think staying focused on all those things should be a nice tailwind to the momentum that we've already built and hopefully leads us in a good direction generally in 2026. To your comment about fourth quarter and first quarter, I'm not going to give you a specific range, but I mean, you've been around transportation more than five minutes, you generally know first quarter is usually the toughest quarter. It's what we disclose in our filings and you know, typically, see things improve from there. So to see market tightness in the first quarter is unique, and we'll just see how what we've seen plays out the rest of the quarter. Shelley Simpson: Let's begin. That if you look at the bigger, more strategic items that we're working on, they're not necessarily in our $100 million lowering our cost to serve. And so Nick and Stuart are really helping lead along with you, Brad, some of the work that we're reimagining. With our people and how can technology really empower our teams. And so we have one big initiative in intermodal and how we're thinking about that really from the way that order comes in all the way to completion. And we also have another big initiative in quote to cash. And I think that will give us a lot of different opportunities. You'll see some of that will even talk about that here as we progress through the year. That's just a couple of bigger ideas, but I would tell you technology. We have I think Stuart's done a nice job really rethinking what we should be doing, how we leverage our technology, how we deploy AI as part of that process. And I think that'll be something that we'll be able to talk about as the year progresses. Operator: The next question will come from Dan Moore with Baird. Please go ahead. Dan Moore: Good evening, everybody. Hey, guys. Appreciate the time and opportunity to ask a question here. I think maybe one of the worst kept secrets for 2026 is this general idea that we're gonna have some fairly healthy tailwinds related to tax rebate season. Estimates are kind of all over the map, anywhere from, you know, a hundred billion to as much as a hundred and sixty billion in tailwinds. Those should land between March and April and May. My question to you is, how are your customers thinking about that, preparing for that? Responding proactively to that, and then if you could remind us the percentage of the broader book of business, just kind of how it it renews from a contract standpoint as we move through the year as a percent of the total. That's it. Thank you. Spencer Frazier: Hey, Dan, this is Spencer. You know, our customers, we talk to them about their 2020 planning. Really leading into this year. And I think you're right on the money. With their optimism about really the potential continued strength of the consumer. Think if you look back at any data from November and December, macro data reporting as well as retail sales, they had a solid year-end finish. And so as the consumer might have a little bit of a tailwind from the refunds as well as other policy changes. I know our customers are gonna be there to serve them. And have the right products that they can sell through. I do think as well again, as I said earlier, their inventories are pretty lean right now. And they're wanting to make sure they've got the right products at the right time. For every customer and to serve them through every channel. So you know, we're going to work with them to make sure we understand their forecast. That's a big thing. I do think they got a lot better last year in forecasting and also their award compliance with us. And so we're talking to them right now about how the rest of Q1 is going to shake out. And any other changes that they have as we go through the winter season into the spring lawn and garden and then obviously through the summer. So you know, we're optimistic about what the American consumer can do. And also, just want to make it one other or two other comments. I mentioned how we're winning. I want to specifically call out our cross-border Mexico business. We've had solid double-digit growth there throughout 2025. And continued momentum with our customers going into 2026. And then one other area that we don't talk about, Nick, I think you might have said it, but you know, a truck line and JBT to have three consecutive quarters of double-digit volume growth. I think that's pretty solid too. So that just gives you an example, Dan, of how we're positioning ourselves to be able to serve our customers as they're serving their customers and growing their business. Then I'll let Darren talk about the other part of the question. Darren Field: Sure, Dan. I mean, we've said this before. This is we call it about 10% of the book implements new pricing in the fourth quarter of each year, and then the rest of the quarters are roughly even at about 30% each. Look, there's some error there. Call it plus or minus 5% in any one of those quarters, but that's a good rule of thumb and that's what we shared in the past and that's pretty close to what it lines up with year in and year out. Shelley Simpson: And maybe one more comment, Spencer, I've heard you say the customers that are winning are more optimistic. We see them really thinking about forecast, we're working more closely with them. And I think that's what has us make these comments is the customers that are winning do feel some of those tailwinds. I think they're planning on those and like we're planning with them as a result. Operator: The next question will come from Ken Hoexter with Bank of America. Please go ahead. Ken Hoexter: Hey, great. Good afternoon. Big data on the market. Hey, Brett. Picture on the market, Shelley, you mentioned capacity is coming out. ICS is now adding providers back in. Obviously, you went through some theft issues that you wanted to eliminate carriers. So maybe just talk about that balance. Are we seeing that sustainably? Are you seeing that in terms of the capacity come out? And stay out as we now move into the New Year? And then just on the fragile comment, is that a comment that fragile you're leaning toward the upside? I just want to understand your fragility view on that demand commentary. Thanks. Nick Hobbs: Yes, Ken, this is Nick. I'll talk about the carriers. We're seeing in ICS is, yeah, we did screen out a lot of carriers, did a lot of thorough put some new software and technology in. And pushed a lot out. We're starting to let some back in. After they go through further compliance. But we also changed kinda who we're going. We're going more midsize small to mid, not micro. ICS. So we've changed it. We're going after the carriers to get us more capacity. That's been the thing there. But we're clearly seeing between visa policies and immigration, capacity is definitely tighter. And, we see capacity going out particularly on the teams seeing it's really hard right now. I think that impacted the nondom impacted that more along with the reefers seem to be very tight right now. More so than others. We continue to see carriers go out. There are bankruptcies and just all kinds of things. So clearly, the carrier capacity from everything we're seeing is going out. Even though we're bringing some back in, we just did. But in both yes. In both ICS and JBT, we're seeing that across the board. Shelley Simpson: Again, and the whole word around fragile, really is a positive. So you know, we've done this business a long time. We've all been here. Management team has been here on average twenty-five years at J.B. Hunt Transport Services, Inc. We've seen a lot of cycles. And in this cycle, when you see rejection rates with customers still hovering close to 10%, which is elevated. So you see the demand side a little better, but you see supply really still tighter than it should be. That's a fragile market for our customers. So that's in the industry. And how we want to think about how we take advantage of that. If the market is fragile, if we're having customers call us to say, this pocket is tighter than what I expected or this area. That's really what we're starting to see. That does not mean that we think it's going to be tight this whole year. It's too early for us to call any of that. We've seen a lot of false starts. We just know that there's not a lot of elasticity. We saw that in the last six weeks of the year. Where the tightness and the pockets. Look at the margins that are happening in both ICS and JBT really struggled from a gross margin percentage, and that's because of what was happening on the supply side. Customers had a little more demand and boom, that really created a better environment. Now that didn't last it has to last longer than six weeks. It has to last longer. Really, to the earlier question, like, how long does it have to last? Well, certainly for us this time it's have to last a little bit longer than it would have had to in the past. Just to make sure that we think that we're going to call it right. But it's fragile and that's in a positive way. Operator: The next question will come from Bascome Majors with Susquehanna. Please go ahead. Bascome Majors: Hey, good afternoon. Thanks for taking my questions. You guys have been pretty candid on customers maybe having a more optimistic view about the capacity situation and your fragile view to use your word. You know, how has the rapid escalation in the spot rates in purchase transportation calls, you know, maybe changed the way around the edges that you're approaching this year and managing your business? I mean, are there moves you're making that you wouldn't have otherwise made to maybe capture some of that on the revenue side or mitigate some of the cost on the purchase transportation side? Nick Hobbs: Yep. Bascome, this is Nick. I'll take that. Yeah. We're absolutely we're trying to get in the spot market and play in this spot market as much as we can. So that's just a play in our playbook that we've had for many years. So we see that, we try to have the opportunity to jump in there. So we clearly all over the spot market trying to do that in our spot loads are going up. And so we're trying to take advantage of that. Particularly where we know we can cover the load and still operate it safely and on time. So, yep, we're doing that. Spencer Frazier: Yeah. And, Bascome. I'll just talk about the revenue part of your question. You know, we've got a say new culture around here. We honor our commitments to our customers. We did that throughout the fourth quarter. And we're doing it today. And with that reputation, and again, it goes back to operational excellence, we become the go-to when tender rejections go up. When routing guides begin to fail. And we saw some of those opportunities really take place at the tail end of Q4 and they're taking place today. So from a revenue perspective, we're going to be there for our customers when others aren't. And that's part of our ability to gain share. Nick Hobbs: And I'll just say the mini bids are active right now, and we like to participate in those and the we process a little bit better typically. And so those give us different opportunities to price differently and take advantage of the market as we see it today. Operator: The next question will come from Ravi Shanker with Morgan Stanley. Please go ahead. Ravi Shanker: Great. Thanks, afternoon everyone. Apologies if I missed this. But what are contract renewals running at in ICS? And also, as you look ahead to '26, hopefully, you guys are being conservative, and we do have an up cycle. How are your customers thinking about using JBT ICS to meet their incremental capacity? Needs, in an up cycle. Thank you. Nick Hobbs: Yep. Thanks, Ravi. This is Nick. I'll take that. And I would just say that our customers, we're seeing demand across the board. You can see our volumes are clearly up. In the truck line, so customers are clearly leaning in over there on the asset side. But think if you could see under the covers a little bit in ICS, there's a lot of demand coming in there. We've had some losses earlier, in '25. We'll be lapping here before long, so you'll see tremendous growth in ICS. So they're really leaning in on both sides of that. And your first question, he wanted to give guidance on pricing, which Ravi, appreciate it, but we're not gonna comment. I mean, clearly, we're gonna get as much as we can. This goes back to even Scott's earlier question. Like, I know Darren answered that question very eloquently, but at the end of the day, we need to focus on operational excellence. We want to grow. We want to be very disciplined with our growth. We're gonna get as much pricing as the market will allow us and try to be fair and balanced in light of all the inflationary costs that we're being hit with. So but not yet ready to necessarily signal to the world what we think price what pricing is gonna do this year. Operator: This concludes our question and answer session. I would like to turn the conference back over to Ms. Shelley Simpson for any closing remarks. Shelley Simpson: Thank you. As we wrap up today, I just want to highlight our progress and outlook because over the last year, our team has demonstrated agility and discipline. We have driven operational excellence, record-breaking safety, record-breaking service, and that is setting us apart. We've advanced our strategic priorities and that's positioned us for sustainable growth. And that also provides us with a competitive advantage that we think we'll get to capture here in 2026. Because our customers, they're choosing us because they trust us and they trust our reliability. Financially, we remain disciplined. We're maintaining a strong balance sheet and executing record share repurchases that's supporting shareholder value. So looking into 2026, you've heard us say our focus is on disciplined growth. When we do that, it's going to take care of us leveraging our investments and we're going to continue to repair our margins and drive shareholder value. So we're not standing by waiting for circumstances to improve. We're taking charge. We're making them better. Ourselves. Our growth isn't something that's dictated by the market. It's a direct result of our team's initiative and our drive. We're on the offense. We're creating new opportunities and defining what's possible. So I'm confident in our strategy, ability to deliver in the year ahead. Super, super, super proud of this team and the 32,000 people that are working hard every day on behalf of our customers and our shareholders, they have delivered in a really tough environment and looking forward to 2026. Thanks for joining us today. Operator: The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Operator: Hello, and thank you for standing by. My name is Tiffany, and I will be your conference operator today. At this time, I would like to welcome everyone to the H.B. Fuller Fourth Quarter 2025 Earnings Conference Call. [Operator Instructions] I would now like to turn the call over to Scott Jensen, Head of Investor Relations. Sir, please go ahead. Scott Jensen: Thank you, operator. Welcome to H.B. Fuller's Fourth Quarter 2025 Investor Conference Call. Presenting today are Celeste Mastin, President and Chief Executive Officer; and John Corkrean, Executive Vice President and Chief Financial Officer. After our prepared remarks, we will have a question-and-answer session. Before we begin, let me remind everyone that our comments today will include references to certain non-GAAP financial measures. These measures are supplemental to the results determined in accordance with GAAP. We believe that these measures are useful to investors in understanding our operating performance and to compare our performance with other companies. Reconciliations of non-GAAP measures to the nearest GAAP measure are included in our earnings release. Unless otherwise noted, comments about revenue refer to organic revenue and comments about EPS, EBITDA and profit margins refer to adjusted non-GAAP measures. We will also be making forward-looking statements during this call. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from these expectations due to factors covered in our earnings release, comments made during this call and the risk factors detailed in our filings with the SEC, all of which are available on our website at investors.hbfuller.com. I will now turn the call over to Celeste Mastin. Celeste? Celeste Mastin: Thank you, Scott, and welcome, everyone. Our execution and agility in the quarter and throughout the year generated double-digit EPS growth and EBITDA at the top end of our full year guidance range amidst an unpredictable economic backdrop and challenging demand landscape. During this time, we helped our customers navigate this environment successfully, providing them with material optionality and flexibility while ensuring consistent quality and reliable availability wherever in the world they chose to make their products. These efforts, which strengthened our partnerships and enhanced H.B. Fuller's competitive positioning are reflected in our improved profitability and sustained margin expansion. As a result, we are exiting the fourth quarter with strong momentum heading into 2026 and are firmly on track to achieve our target of greater than 20% EBITDA margin. I am very proud of our team's resolve, resourcefulness and the meaningful progress we made in 2025 as we continue transforming H.B. Fuller into a higher growth, higher-margin company. Looking at our consolidated results in the fourth quarter, net revenue was down 3.1%, reflecting a continued weak economic backdrop and our strategic actions to reposition the portfolio. Net revenue was up about 1%, adjusting for the impact of the Flooring divestiture, which was a key step in that repositioning. Organic growth was down 1.3% year-on-year, volume down 2.5% and pricing was up 1.2% with positive pricing in all 3 GBUs. EBITDA for the fourth quarter was $170 million, up 15% year-on-year, and EBITDA margin was 19%, up 290 basis points year-on-year, driven by favorable pricing, raw material cost savings and restructuring actions, which more than offset lower volume. Now let me move on to review the performance in each of our segments in the fourth quarter. In HHC, organic revenue was down 1.8% year-on-year, driven by lower volume. Strong growth in hygiene was more than offset by continued softness in packaging-related end markets. Despite the weak market and lower volumes, EBITDA was up almost 30% year-on-year for HHC in the fourth quarter and EBITDA margin improved 380 basis points to 17.5%, driven by favorable pricing, raw material savings and the impact of acquisitions, which more than offset lower volume. In Engineering Adhesives, organic revenue increased 2.2% in the fourth quarter, driven by both favorable pricing and volumes. Automotive, electronics and aerospace showed continued strength. Excluding solar, which we continued to deemphasize, EA delivered organic revenue growth of approximately 7%. As we progress through the year, EA continued to build momentum, reflecting our successful efforts to reposition the portfolio toward higher-growth markets. Adjusted EBITDA for EA increased 17% year-on-year in the fourth quarter, driven by favorable pricing and raw materials as well as restructuring savings. EBITDA margin increased by 260 basis points year-on-year to 23.5%. In BAS, organic sales decreased 4.8% on broadly lower volume across the portfolio. Although the team is executing well, construction conditions remain muted. Additionally, BAS had a tough comparison in the fourth quarter of 2024 when the business delivered strong organic growth on new customer expansion. EBITDA for BAS decreased 7% versus the fourth quarter of last year as pricing gains and restructuring savings were more than offset by lower volume. Geographically, Americas organic revenue was flat year-on-year in the fourth quarter. Solid growth in EA, particularly aerospace and general industries was offset by weaker results in packaging and construction-related end markets. In EIMEA, organic revenue was down 6% year-on-year, driven by lower volume in packaging and construction, which more than offset positive results in hygiene. Asia Pacific showed solid organic revenue growth in the quarter, up 3% year-on-year, driven by higher volume. Positive growth in EA and HHC, particularly in automotive, electronics and packaging more than offset lower year-on-year revenue in solar. Excluding solar, Asia Pacific organic revenue was up 10% year-on-year. Reflecting on fiscal 2025, the economic backdrop for the manufacturing sector was weaker than expected and end-user demand remained sluggish; however, we took proactive steps to overcome these headwinds in order to deliver on our profit commitments. Specifically, we executed well on pricing and identified meaningful opportunities to reduce raw material costs and offset tariff impacts. We continue to reshape our portfolio by investing in higher-margin, faster-growing market segments while selecting out of businesses that didn't meet our growth or profit criteria. We also launched our manufacturing footprint and warehouse consolidation initiative, now known as Quantum Leap, which significantly improves our cost structure. As a result, we are exiting the year with strong momentum, driven by the determination and outstanding execution of our team. Looking ahead to 2026, we expect the economic environment to remain challenging, similar to 2025, marked by ongoing geopolitical tensions, tariff uncertainty, elevated inflation and interest rates and continued labor constraints, all of which are likely to weigh on manufacturing investment. Despite these challenges, we anticipate delivering another year of profit growth and margin expansion in 2026 by building on the meaningful progress we made this year while staying firmly on track to achieve our target of greater than 20% EBITDA margin. Now let me turn the call over to John Corkrean to review our fourth quarter results in more detail and our outlook for 2026. John Corkrean: Thank you, Celeste. I'll begin with some additional financial details on the fourth quarter. For the quarter, revenue was down 3.1% versus the same period last year. Currency, acquisitions and the divestiture of the flooring business collectively had a negative impact of 1.8%. Adjusting for those items, organic revenue was down 1.3%, driven by lower volumes. Pricing was up 1.2%, reflecting positive pricing in all 3 GBUs. Adjusted gross profit margin of 32.5% increased 290 basis points year-on-year. The impact of pricing, raw material cost actions, acquisitions and divestitures and targeted cost reduction efforts drove the year-on-year increase in adjusted gross profit margin. Adjusted selling, general and administrative expenses were down modestly year-on-year, driven by continued cost-saving efforts and lower variable compensation. Adjusted EBITDA in the fourth quarter of fiscal 2025 was $170 million, up 14.6% year-on-year, driven principally by the impact of pricing and raw material cost actions as well as restructuring savings. Adjusted EBITDA margin increased 290 basis points year-on-year to 19%. Adjusted earnings per share of $1.28 was up 39% versus the fourth quarter of 2024, driven by higher operating income and lower shares outstanding as a result of our repurchase of approximately one million shares in fiscal 2025. Fourth quarter cash flow from operations of $107 million was up 25% year-on-year, driven by higher net income. Net working capital as a percentage of annualized net revenue increased 130 basis points year-on-year to 15.8%. Net debt to adjusted EBITDA of 3.1x was down sequentially from 3.3x at the end of the third quarter and down from 3.5x at the end of the first quarter, consistent with our plan to reduce leverage during the year. With that, let me now turn to our guidance for the 2026 fiscal year. Despite a challenging economic backdrop, which we anticipate will be similar to 2025, we expect to deliver another year of profit growth and margin improvement. We anticipate full year net revenue to be flat to up 2% versus 2025, with organic revenue expected to be approximately flat. We also expect foreign currency translation to positively impact revenue by about 1%. We expect adjusted EBITDA to be between $630 million and $660 million as pricing and raw material cost actions and Quantum Leap savings more than offset wage and other inflation. We expect our 2026 core tax rate to be between 26% and 27% compared to our 2025 core tax rate of 25.9%. We expect full year net interest expense to be approximately $120 million, depreciation and amortization to be approximately $185 million and the average diluted share count to be between 55 million and 56 million shares with share repurchases offsetting shares issued through compensation plans. These assumptions result in full year adjusted earnings per share in the range of $4.35 to $4.70. Finally, we expect full year operating cash flow to be between $275 million and $300 million, weighted to the back half of the year before approximately $160 million of capital expenditures, which includes approximately $50 million of capital related to Project Quantum Leap. Taking into account the typical seasonality of our business and the later timing of Chinese New Year, we expect first quarter revenue to be down low single digits and adjusted EBITDA to be between $110 million and $120 million. Now let me turn the call back over to Celeste. Celeste Mastin: Thank you, John. During 2025, the execution and determination of our team allowed us to deliver on our profit commitments for the year while continuing to make meaningful positive long-term changes to the portfolio as we build for the future, including manufacturing footprint consolidation, price and raw material management and portfolio mix shift. M&A continues to be an important part of our value creation strategy as we shared during our October Investor Day. In 2023 and 2024, we acquired 8 companies with a combined EBITDA of $41 million. Those acquisitions delivered $73 million of EBITDA in 2025, representing a post-synergy purchase price multiple of 6.7x EBITDA. During 2025, we executed on several acquisitions in medical adhesives and fastener coating systems. Early in the year, we completed the acquisition of GEM and Medifill, formulators, manufacturers and marketers of state-of-the-art medical-grade adhesives for internal indications. These businesses have performed exceptionally well with revenue up approximately 15% versus pre-acquisition 2024 and EBITDA up almost 30%, consistent with our deal model. Recall, we acquired ND Industries in 2024 for its unique encapsulated adhesive technology, knowledgeable employees and the coating service to apply these unique adhesives to mechanical fasteners. ND Industries expanded our product range for customers in high-growth markets like automotive and aerospace and puts us in a position to provide a service, further linking us to those customers. We saw ND as a platform from which we could expand this technology and service offering globally. And in 2025, we did just that. We acquired 3 small fastener coating companies to aid our global expansion. Early in 2025, we acquired businesses in Taiwan and Shanghai, giving us access to the fastener coating markets in Asia. And in late 2025, we acquired a fastener coating business in Turkey, giving us access to the broader European and Middle Eastern markets. Collectively, we paid $17 million for these 3 acquisitions, which are expected to generate $3 million of EBITDA in 2026. While the collective value sounds small, these 3 outposts give us access to a fast-growing $0.5 billion market in Asia and Europe. This expanded platform features a differentiated technology offering, long-tenured customer relationships and a strong competitive position in the fastener coating market. As we shared at our Investor Day, our M&A strategy is an EBITDA compounder. This is an excellent example of a platform business with a good organic growth profile that we expect to significantly expand through revenue and cost synergies as we rapidly build share in this technology-driven, fast-growing and expandable market. Finally, I would like to take this time to acknowledge and thank all our employees for their dedication and hard work throughout the year. Your commitment and the strength of our culture have enabled us to make meaningful progress on all of our strategic initiatives. That same culture has been recognized externally as well with Newsweek naming us one of America's most Admired Workplaces for 2026 and Forbes naming us one of America's Best Employers for engineers. As we look ahead to 2026, we remain committed to advancing the long-term strategic plan we have set in place. While global conditions remain unpredictable, we're taking the necessary steps to manage costs responsibly, execute our global initiatives with discipline and navigate through this period with focus and resilience. That concludes our prepared remarks for today. Operator, please open the line for questions. Operator: [Operator Instructions] your first question comes from the line of Mike Harrison with Seaport Research Partners. Michael Harrison: Congrats on a nice finish to the year. I was hoping we could start with the Q1 guidance. You mentioned a couple of times that you feel good about the momentum that you finished the year with. But for Q1, you're kind of pointing to a low single-digit top line decline. I think FX is a pretty good tailwind. So maybe we're thinking more like mid-single-digit organic sales decline. Maybe just give us a little bit more color on what you think would be driving that weakness. And I'm curious if you can comment at all on what December looked like and if that's informing some of the weaker outlook. Celeste Mastin: Yes. So what we'll see going into Q1 will be continued performance much like we saw in the fourth quarter of this year. I mean if you look at volume progression throughout Q4, what you would see is that EA was strengthening throughout the quarter. BAS was improving, but it's still weak. And in Q4, we had a pretty tough comp there of plus 7%. And it's going to be a continually challenging environment for HHC. What we saw at the end of the year was just a step down the last couple of months, particularly by the CPG customers in their order patterns. So we'll probably get a little more of an uplift there. That said, the biggest impact in Q1, Mike, is going to be Chinese New Year. So the timing of Chinese New Year in Q1 will result in some of that revenue being pushed into Q2. I don't know if you want to comment further, John. John Corkrean: Sure. Yes. Sure, Mike. That's the big -- that's the primary reason Q1 looks a little weaker is the timing of Chinese New Year. In 2025, it was late January, early February. And in 2026, it's late February stretching into March. And revenue declines to almost nothing during Chinese New Year and then bounces back very strong after the holiday. So last year, we saw that bounce back in Q1. This year, it will happen in Q2. Because of this, we'll see 1 to 2 weeks of revenue move from Q1 to Q2, probably has a revenue impact of $15 million to $20 million, and EBITDA impact of $6 million to $8 million. So it's really just a shift between Q1 and Q2. You had asked about December or how we're seeing revenue so far and whether that's a reason we have had a little softer guidance. No. I mean, it's really Chinese New Year. I'd say the year started out basically as expected. Things are a little weird in December with the timing of the holidays. But if we look at the first 6 weeks or so, it's tracking with what we'd expect and what we -- and so the impact of Chinese New Year is to come, but we believe that, that will push some revenue into Q2. Michael Harrison: Understood. And then, just wanted to ask another one on raw 1materials. In fiscal '25, you started the year with a little bit of raw material versus pricing headwind, and I think that got better as the year progressed. How are you thinking about raw materials and pricing in fiscal '26? And I'm just curious kind of what that means for the year-over-year comparison on margins. Is the assumption that pricing versus raws is kind of slightly positive all year? Or is it maybe more of a tailwind in the first half and turning into more of a headwind or more neutral in the second half? Any kind of thoughts on that cadence would be helpful. Celeste Mastin: Yes. So in 2025, we delivered around $30 million of combined price and raw material benefit. As we mentioned in the last quarter, we anticipate seeing a carryover benefit of around $25 million into 2026, plus our continued efforts to reallocate sourcing to drive pricing to drive our business towards the highest margin, most differentiated spaces has led us to increase that benefit of price and raws in 2026 to about $35 million. So that will be the year-over-year comparison you're going to see, Mike. John Corkrean: Yes. And I think in terms of timing, maybe slightly weighted to the first half of the year, but we will see, I'd say, a favorable spread for the entire year because we will get additional new pricing in 2026. Celeste Mastin: Yes, you'll see expanded margins in all GBUs in the second -- in 2026, much like we delivered this year. Operator: Your next question comes from the line of Ghansham Panjabi with Baird. Ghansham Panjabi: Maybe we can focus on the BAS segment and some of the drivers that impacted your 4Q and there was a lot going on in the quarter with, obviously, the government shutdown, et cetera. Just curious as to whether it had any impact on you? And specific to that, if it did, was there any change in trajectory December onwards? Celeste Mastin: Yes. We had a tough comp in the fourth quarter for BAS. Ghansham was plus 7% in Q4 of '24 for the overall BAS business. So there's a few things going on there. One is we're wrapping around some -- a big customer win from 2024. So that's one thing you saw as an impact in Q4. We continue to be successful serving data centers, also LNG. But overall, the construction environment continues to weaken. That said, there's some pretty exciting things going on in BAS. I'm really thrilled to be taking a bigger position in LNG. We just won a big project on [ CP2 ] with our Foster's product. which is used for cryogenic insulation systems. So we're going to continue to see as that capacity expansion happens around the globe, and it's growing at about 7% in LNG, we're going to continue to see wins there. Also, we just started shipping a data center, a big data center ultimately, that will be 4 million square feet at conclusion in Texas in fourth quarter. So more exciting stuff there. And also, I mean, our glass business continues to succeed. Our 4SG product grew 18% in 2025 despite a reduction of housing starts of 6%. So none of those businesses are really affected by the government shutdown. So I would take that off the table for us. I would just say tough comp wrap around on new customer business and a generally tough construction environment. Ghansham Panjabi: Got it. And then for packaging, as it relates to HHC, you called that out as weaker. Anything going on there relative to the recent trend line apart from customers just managing inventory aggressively into year-end, et cetera? And then also on fiscal year '26 guidance, I'm sorry if I missed this, but can you give us a sense as to core sales by segment? I know you're guiding towards roughly flat for the year. Celeste Mastin: Sure. So on packaging drivers, we're seeing really just in North America, in particular, weakness from our packaging and related CPG customers. So again, we saw a very similar trend to what we saw last year with just kind of ongoing slightly negative volume in that space that really took a step down in P11 and P12. And I think that's a space that's just going to continue to be challenging for us throughout HHC in general throughout the course of the next year. It's a -- given the issues with affordability and the lack of mobility, people aren't really moving. There's not a lot of household formation. That is weighing on that business. But we continue to introduce some exciting innovations there. The HHC business grew very well in not Europe, but in EIMEA. So in our EIMEA sector -- we took a lot of share in places like Algeria and Turkey because we're being able to -- we're more able to produce successfully out of our new Cairo facility. So that's been exciting. We're growing in India in that business. So HHC is migrating to growth in higher growth developing nations. And again, our plant strategy revolves around making sure we can produce cost effectively in places like that to take advantage of the trend. Also in Asia Pacific, we had growth in our packaging business. This is related to just this recurrence and the bounce back in China that we're seeing, and we've introduced some new innovations in packaging related to anti-slip coatings in Asia that helped support and grow our business there. The business in HHC was pretty strong in packaging in Asia. And so it's a balanced story if you look around the globe, and we're migrating the business to really focus on the places where we know we can be successful and building the supporting infrastructure within the company to do that. Now your second question was -- I think it was core sales by segment? John Corkrean: Yes. And I can take that, Ghansham, just we'll try to unpack our revenue guidance here just a little bit. So we said that we expect revenue to be flat to up 2%, that organic revenue will be flattish. So the difference there really being FX. So we do expect about one point of favorability for the full year from FX if rates stay where they are. Acquisitions really won't have a meaningful impact, at least not the ones we've done so far because the carryover is very small. So what it implies is organic revenue might be up slightly, down slightly. We expect pricing to be positive in all 3 GBUs, probably 0.5% to 1% positive. And then if you look at the GBUs in terms of kind of volume, we'd expect EA to deliver positive volume growth despite the headwind from solar. We'd expect HHC and BAS probably to be down slightly year-on-year. So does that help? Ghansham Panjabi: Yes, it does. It does. Very comprehensive. Operator: Your next question comes from the line of Kevin McCarthy with Vertical Research Partners. Kevin McCarthy: John, I was wondering if you could speak to your free cash flow outlook for 2026. Your capital expenditure budget looked to be on par with what we would have expected, but the cash flow from operations may be a little bit lighter than we would have thought. So is there anything in particular you would call out that might be weighing on the free cash flow conversion in terms of working capital or any other extraordinary cash needs? John Corkrean: Yes. So I'd say if you look at cash flow from operations, Kevin, we guided to $275 million to $300 million versus $263 million this year. So it's the midpoint, roughly $25 million increase, which is driven almost entirely by higher income. Working capital, we would expect to be similar. So I would say if you look at kind of the last couple of years, operating cash flow has been weighed down a little bit by working capital. And we mentioned at the Investor Day that we are going to carry higher inventory as we get through Quantum Leap. So I would say that's the primary picture. If you think about free cash flow, it's CapEx sort of in line with what we have been talking to and operating cash flow driven by income and working capital remaining a little higher in the near term. Kevin McCarthy: Very good. And then on your EBITDA outlook, I heard the comments on the Chinese New Year timing, which was very helpful. But I was wondering if you could just expand on the key assumptions that you're baking into the annual guide and just trying to get a feel for what sort of macro help, if any, you might need to achieve the earnings targets. Celeste Mastin: So on the -- I'll take the first question about the macro help. Kevin, we're expecting no macro help. We've built in a strong self-help approach to the year, much like we had to do last year. So while we think we'll be positive pricing in all of our GBUs, and there's clearly a focus on that as we continue to refine and select which parts of the business we want to operate in. But also on the volume side, we're not expecting any positive macro to be supportive there. We're going to have to get there a different way or we're prepared to get there a different way. Maybe there'll be positive surprises around volume that will help. John Corkrean: And just to maybe give you the key building blocks of kind of the guidance for EBITDA for 2026 relative to 2025. Celeste mentioned the impact of -- net impact of pricing and raws, we expect to get about a $35 million improvement year-on-year. FX, again, based on where exchange rates are today, would be a $5 million to $10 million benefit. Quantum Leap, as we talked about, will continue to ramp up. We expect about $10 million of incremental savings in 2026 versus 2025. And then going the other way, we have about $10 million of variable comp rebuild based on where we finished 2025. So we'll have about $10 million of incremental variable comp expense in 2026 and about $20 million of wage and other inflation. So I think those are the key building blocks. And as Celeste said, volume, we've expected to be relatively neutral, but that could be the swing item one way or the other. Operator: Your next question comes from the line of Jeff Zekauskas with JPMorgan. Jeffrey Zekauskas: When I look at your other income adjusted in the fourth quarter, it looked like it's a little bit more than $10 million. And you spoke of an insurance payment. How much was that? Or what's going on in other income? And other income for the year adjusted was a little bit more than $30 million. And last year, it was $17 million. Can you talk about those numbers? John Corkrean: Yes, Jeff. So there's 2 items that are kind of driving that. The primary ones are higher pension income year-on-year. So that's probably half of that difference. So the pension assets earning higher returns generate more pension income. The second part of it is FX hedging gains or losses. I think we've done a really good job this year in managing that and reduce that impact significantly through, I'd say, both part of its cooperation in the market, cost of hedging come down a little bit, but I think we've managed it well and reduced any potential leakage from a hedging standpoint. So those are the 2 main items driving that year-on-year improvement. Jeffrey Zekauskas: Your deferred taxes were a use of $50 million versus $36 million last year. Can you talk about what's going on there? And your accounts payable was down about $20 million year-over-year. What's going on there? John Corkrean: Yes. So on deferred taxes, the biggest impact there is we did pull a pretty big dividend from China in 2024 that comes with a withholding tax. So we were able to bring a little over $100 million of cash back from China, has about a 15% withholding tax. So that -- although we declared the dividend in 2024 the withholding tax was paid in 2025. So that was the impact on the deferred tax line. On the trade payables line, it is -- it does have a big year-on-year swing. I think this is kind of a reflection also of timing on inventory. But it's -- I would say, overall, our level of payables, our payables as a percentage of revenue are very similar year-on-year. I think what we saw in 2024 is a big improvement and then it leveled off and maybe DPO came down a little bit in 2025. Jeffrey Zekauskas: And then lastly, is there an incremental penalty because of weakness in the solar market in 2026? And do you expect 2026 to be a meaningful acquisition year? Celeste Mastin: Yes. I'll take that one. So as far as solar goes, Jeff, in 2025, we had about $80 million of revenue in the solar business. What we're going to see is that's going to ramp down to around $50 million by the conclusion of this year. So over the course of the year, you're going to see predominantly in the first 3 quarters, a reduction of about $30 million of revenue related to that exit of that one particular product in solar that we're deemphasizing. As far as 2026 being a meaningful acquisition year, we definitely have a very full pipeline as we curtailed acquisitions for the last 3 quarters of 2025 in order to bring our leverage down. We ended the year at 3.1x. As you saw, we're still not quite in our $2.5 million to $3 million -- or 2.5 to 3x levered range. So we're still being cautious. But again, the pipeline is full, and we are very selectively working through it at this point in time. So you should expect the acquisition cadence in 2026 to be more like a normal year for us. So back up to that roughly $200 million to $250 million of purchase price spend. Operator: Your next question comes from the line of Patrick Cunningham with Citigroup. Patrick Cunningham: I was hoping you could just dig into sort of the level of confidence in the volume growth in EA 2026, maybe ex solar. I guess, do you expect any normalization of what has been pretty consistently strong outperformance in autos and electronics in '25? Or do you feel like you have a good line of sight in terms of both market growth and new business? Celeste Mastin: I do feel like we have a good line of sight there. And this EA team has just been unleashed. So as you saw, excluding solar, about 7% organic growth in the fourth quarter, 5% volume growth. And I anticipate we're going to be able to continue to drive that, excluding solar over time. I mean, look at our ND acquisition -- ND Industries acquisition, for example. We brought that business in, in 2024. If you look at 2025, we had it operating at 8% organic growth. So that is a team that understands how to grow the business. We do have this overhang of the solar business that we're deemphasizing that they're going to have to contend with a $30 million hit over the course of 2026. But aside from that, the electronics, the aerospace and especially the automotive market are growing very successfully. I mean just looking at the automotive business that we have in Asia -- we continue to grow our position in interior trim significantly, but also we grew our position in exterior trim well over 100% last year. Our lighting business grew about 50%. Our EV powertrain business grew over 40% in that region in 2025. And they're really in a position where they have taken a strong share position in the market, and we are strong partners generating innovation along with our customers and an important part of their new product development pipeline. So yes, we're very confident about EA. Patrick Cunningham: Got it. That's very helpful. And I wanted to come back to free cash flow. Obviously, conversions, another year below historic averages. I guess, how should we think about long-term free cash flow conversion? And then maybe what should we expect in terms of peak working capital drag and peak CapEx drag associated with Quantum Leap? John Corkrean: Sure. So Patrick, I would say if we think about kind of what we talked about at Investor Day, we would expect that operating cash flow will remain a little muted here in the next couple of years, primarily due to higher working capital associated with Quantum Leap. I think we finished this year at working capital of 15.8% as a percentage of revenue. Our goal is to be below 15%. I would expect that we'll be above 15% this year and possibly in 2027. But our ultimate goal is to get below that. The other benefits we'll see from a working capital standpoint as we complete Quantum Leap by reducing the number of facilities we have, we should be able to take out CapEx related to maintenance capital. So we expected, as we said at Investor Day, maintenance capital, which is roughly $50 million annually, we expect we could eliminate as much as 1/3 of that. We'll also be completing our SAP implementation at the end of this year. And so that's roughly $20 million of capital that we spend every year that should be reduced dramatically. From a working capital standpoint, as it relates to these initiatives, we talked about the Quantum Leap initiative and how we see that improving inventory management and days on hand by roughly 5 days, which I think is about $15 million. So I do think we'll probably be a little bit lighter from a free cash flow standpoint the next couple of years as we have slightly elevated CapEx and slightly higher working capital related to Quantum Leap. We get through Quantum Leap and the SAP implementation. I think we should see a nice step up. Operator: Your next question comes from the line of Lucas Beaumont with UBS. Lucas Beaumont: I just wanted to go back to the organic growth outlook, if we could. So I mean it looks like first quarter is going to kind of be down low single digits. I assume maybe second quarter is potentially flattish with the benefit of the shift there on Chinese New Year. So I mean, to get to kind of flat for the year, you probably need the second half to kind of be up low single digits there. So I was just wondering if you could kind of walk us through kind of where you see the acceleration coming from across the portfolio to drive that. Celeste Mastin: Yes. When -- if you look at -- maybe I'll start, and John, you might want to jump in here, too. But if you look at it from the perspective of 2026 overall, Lucas -- and by the way, welcome. If you look at it from the perspective of 2026 overall, what you should expect will be EA performing organically kind of mid-single digits, excluding solar, low single digits, up low single digits, including the solar business. Meanwhile, the BAS and the HHC business are going to be slightly down. Now all of our businesses, all our GBUs will be positive price 2026. So that means correspondingly, that's going to be largely a volume impact. John Corkrean: And I think your question, Lucas, around second half versus first half, I think the biggest driver is probably the fact we'll have mostly annualized against the solar decline by the second half, right? So we're kind of up against that the first half, particularly the first quarter becomes less of a headwind, almost no headwind by the second half, fourth quarter. So that's the primary difference. Lucas Beaumont: Great. And then I guess just on the pricing side. So I mean, you mentioned that's going to kind of be in the 50 to 100 basis point range. I mean you're exiting 4Q at a bit over 1%. And I mean it's continued to increase. We're going to kind of have some tougher comps there as we sort of get through the year. And I know there's the continued sort of backdrop of raw materials deflation. So I guess just kind of walk us through how you sort of see that slowing. I mean you mentioned that you're going to kind of potentially go out with some more price too. So I guess, as we move through the year, I guess, how much do you think you can kind of hold that in there with the new initiatives that you've been undertaking? Celeste Mastin: Yes. So the pricing cadence, it is influenced by our pricing actions that we'll be taking throughout the course of the year. And those vary depending on the business unit, the market segment and actually ultimately what's happening in a region or a segment at any given point in time. But you do see more of those happen historically earlier in the year. The biggest impact on just our ability to retain pricing and drive pricing throughout the year is just a couple -- it's twofold. One is portfolio mix. So we do continue to optimize the business to be operating in the more differentiated, more solution-oriented spaces in our markets. And the companies we're acquiring are just that. So there's a portfolio mix impact that you also see that does filter down to pricing and also just a cultural shift as we at H.B. Fuller recognize more frequently now how much -- how enabling our technologies are for our customers and how much of a very small part of the end product cost we are so much so that we can enable them to achieve total system cost or total end product cost reductions by bringing them better, higher-performing, higher-priced products of our own. John Corkrean: And Lucas, just to tie that back to the comment you made around potential for raw material weakness and how does that impact pricing. That's really the primary reason we look at the two together, right? So we believe that we're better forecasters of the two combined than each one individually. Because if the economy were to weaken further and pricing were harder to come by, I think that would create a raw material upside or if raw materials were, let's say, we saw some economic pickup and raw material prices started to move up, I think we could be more aggressive on pricing. So I think we feel good about the pricing and raws together. We feel good about our pricing strategy, but feel particularly good about our ability to predict pricing and raws. Operator: Your next question comes from the line of David Begleiter with Deutsche Bank. David Begleiter: Just in construction, you mentioned the environment is weakening. Is that more a U.S. comment or a European comment? Celeste Mastin: David, it is both. The construction market has been particularly weak in Europe. And I'm not saying that's not the case here in the U.S., but with the construction of data centers here in the U.S. and our success penetrating that market, we're able to offset some of that commercial construction weakness here that I think others may be feeling. David Begleiter: Understood. And just on the packaging weakness, can you discuss the competitive intensity in that market as volumes decline? And do you think you've maintained your share, i.e., not lost any share in this downward trend? Celeste Mastin: Sure. So it is a competitive market. It always has been a competitive market. I do think that is becoming more and more intense. And it actually coincides with our portfolio review and our interest in making sure that we are working with the best customers where we can bring the most value, where we can bring innovation and they're seeking solutions, whereas there are parts of that market where we have deemphasized them kind of organically selected out of some of those spaces. And so yes, it's competitive, but I still feel like we're bringing a lot to the table for those customers. And our service delivery is what makes a difference, that in innovation. Operator: Your next question comes from the line of Jeff Zekauskas with JPMorgan. Jeffrey Zekauskas: I guess just two final questions. When you look at your overall geographic markets, if you exclude the places where you're gaining market share, do you see an acceleration in demand growth in any of your 3 major regions? Are there green shoots? Celeste Mastin: Excluding places where we're gaining share, and I'd like to say that we're creating our own green shoots, Jeff, right? But the greatest acceleration that I saw in Q4 was China. China was really exciting because we finally saw a bounce back there that took it to a level that it had historically operated at 2024, Q1 of 2025, et cetera, double-digit organic growth. And what we had seen in Q2 and Q3 was really a pause there, right? While with all of the tariff chaos that occurred, we saw the Chinese manufacturers pull back a little bit. But I don't know if you saw this, China just reported $1 trillion trade surplus for 2025, which is a record. So they're back on track and shipping to other parts of the world. I think that's why our packaging business did well in China in Q4. And if I had to point to any green shoots, I would say that would be the one. Jeffrey Zekauskas: Okay. And then finally, why do you expect as a base case for your HHC volumes to be down a little bit in 2026? Celeste Mastin: I expect really continued constraint in the packaging space, Jeff. Our CPG customers, the packaging customers are struggling with affordability in our bigger economies, which are Europe and the U.S. for that business. So I think that in Asia and Latin America, we may see something different. But in the bigger economies, we continue to see that constraint. Operator: Your next question comes from the line of Kevin McCarthy with Vertical Research Partners. Kevin McCarthy: I just had a housekeeping question for you. In your Reg G reconciliation, I think there's a $37.4 million special item related to, as I understood it, two issues, litigation and product claims and also an insurance gain partially offsetting that. Can you unpack that a little bit and help us understand what's going on as well as comment on whether it's a cash item or noncash? John Corkrean: Sure. So it's predominantly the legal claim that's driving that number. And it's not -- it's a noncash item in the quarter. But it's associated with a product liability legal claim related to the divested flooring business, amount was about $35 million pretax, about $25 million after tax. So we recorded a reserve in the fourth quarter. Reserve doesn't consider any insurance recovery and we have coverage that we believe will cover a substantial portion, but it's predominantly a product liability claim related to the divested flooring business. Operator: Your next question comes from the line of David Begleiter with Deutsche Bank. David Begleiter: Just in BAS/BAS in Q1, what do you expect volumes to be down? John Corkrean: So I'd say we probably won't get into that level of detail, but I would say it's probably not dissimilar to Q4. I think we see some of the macro headwinds. We have some of the impact of having the customer gains last year that we've sort of annualized against. So I'd say similar to Q4, David. Operator: That concludes our question-and-answer session. I will now turn the call back over to Celeste Mastin for closing remarks. Celeste Mastin: Thanks to everyone for joining us today. We look forward to speaking with you again next quarter. Operator: Ladies and gentlemen, this concludes today's call. Thank you all for joining. You may now disconnect.
Operator: Good day, everyone, and welcome to today's Greystone Q2 results conference call. [Operator Instructions] Please note this call is being recorded, and I will be standing by. Now it's my pleasure to turn the call over to Brendan Hopkins. Brendan, please go ahead. Brendan Hopkins: Thank you, and thank you, everyone, for joining us today. We have a brief safe harbor and then we'll get started. So except for historical information contained herein, the statements in this conference call are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from forecasted results. With that said, I would like to turn the call over to Warren Kruger, CEO of Greystone. Warren Kruger: Thank you, Brendan, and welcome, everyone. I'd like to just kind of dive right in. I want to talk about the Q. As you can see, we've had a significant exogenous event occur with our customer of 11 years, iGPS. They called me one day and said, we're done today. Our 11-year relationship came to an end, which -- and the revenue came to an end that day as well. We may have gotten a few dribs and grabs after that, but not much. So it was a shock to our senses a little bit at the Greystone. I will say that we've had a wonderful 11-year run, and we -- the great news is with iGPS, they allowed us to build a wonderful infrastructure that allows us the next phase of our growth. And so that's a beautiful thing. So we laid off about 140 people right away. That was towards the end of November. So it will take some time for those numbers to be reflected. So you can see that, that -- some of those costs will be in the first half of our corporate year. We can talk about -- we want to about what happened, but we're going to move on with what we're doing and what we are going to do. I want to make sure everyone knows that I -- this is -- Greystone is my life. And I will tell you that I have 8,884,354 shares of Greystone stock. So no one is more affected than me personally. So this is something that I don't think take line down. This is -- we are very aggressive in what we're doing, and we're very excited about where we're going. So I will take some questions about what happened when we get to the Q&A. But I just want to talk about what we're doing now to add revenue and get back into a profitable mode and get back to where Greystone where we all want it to be. And first of all, I'll say that we have an 8-month contract to do some grinding granulating processing of about 18 million pounds of plastic. So that starts next week. So that revenue will start to be reflected after next week. So that will provide -- we have a tremendous recycling infrastructure that we were recycling about 300,000-plus pallets a year for iGPS. So a lot of resin. So for us, this is just -- it's something we've done a lot of in the past. If you've been a long time shareholder. We used to do a lot of grinding, granulating and [ weaving ] plastic for resale. We haven't done that because we've used most of it for product sales. Then I'm going to talk about where we're headed in terms of our leasing. We have our -- we were prohibited really from doing some leasing because of the iGPS contract. And so we've -- since we don't have that in place, we'll -- starting in the middle of February, we can really do some -- we are unencumbered. I'll tell you that we've been testing with Walmart a cellular track pallet. We are having good luck there. We're having success. We also designed a pallet for Walmart. There was a warehouse pallet that has been utilized in the Chicago import facility. And we used it out in California and one in the Ontario, California area. And we had to change that design. So that pallet was remanufacturing in Taiwan for us, and it has been delivered in December, and we have made product, and I'll be out in the Mira Loma import facility next week with Ron Schelhaas our -- who I've worked with for 20 years. We'll be at the Walmart import facility. And it's -- we've got about 5 million square feet out there. So it's a big import facility. And we've probably done about $30 million in revenue over the last 5 or 6 years with Walmart. And I really look forward to what we're doing there. We're trying to do a track and trace. So we always know where they are. The pallet is on a daily basis. We know how long the pallet dwell time is. We know what the temperature is. So we see that being helpful in their food side later on. So we're really excited about that. So we're going to move rapidly in that arena. We also have a great firm working with us company called Adaptive Pallet Solutions who they are -- they'll be working with us on some of these returnable programs where there's going to be a lot of management involved. So that's good news there. So we feel good about the pallets as a service and more -- will continue to take care of our customers on all our other product lines that continue to purchase products for export for the beer side or for the automobile side. But we do think that our big growth is going to come in the -- in putting in our pallets in closed loops rather than the open loop. And if you -- to distinguish between the open loop and the closed loop and open loop is more like if you go to Costco, and you see blue wooden pallets or red wooden pallets or the iGPS pallets, those pallets are ubiquitous and they're all over the United States. And they have to have an infrastructure across the United States to take care of that. And what we're -- our focus is on rivers and streams and lakes and ponds. In other words, where the pallets don't really leave the -- they're not sent across the country, so their 1s or 2x have to be recovered somewhere else. It's more in between a product manufacturer sending every week to someone on a consistent basis. And they're all tired of the wooden pallets that they have. Plastic pallets continue to be strong, [ drawn ] strong in demand. And so we feel good about that. So coupled with the processing of the resin and with our opportunity on the cellular tracking and tracing, we feel quite good about where we are. I think it will take a couple of quarters for us to add good revenue -- but I anticipate by -- in the next 6 months that we'll be back on track and we won't be -- we won't have this punch in the nose, which it was. It will just take us a little time. I've been doing this now for 23 years. It's not the first time we've been punched in the nose, and I'm sure it's not the last time we'll be punched in the nose. So anyway, I look forward to answering questions and I'm going to keep these -- this kind of brief because I know there's a lot of questions that need to be asked. So at this time, if there's -- I'd just like to open up to questions and answers. Operator: [Operator Instructions] And our first question today comes from Anthony Perala. Anthony Perala: I guess, looking, like you said, having got the first or last time you've been punched in the nose, just kind of looking for -- looking back historically, kind of the early 2010 period was another time that you operated with revenues that were in this area, kind of like $6 million to $8 million quarterly. I see anywhere from $23 million to $26 million of annual revenue in 2013 to 2016. And you were able to deliver 20% gross margins in those years, generate some cash. Is there any fundamental changes in the business that prohibit you from being able to put up those types of numbers with that level of revenue today? Warren Kruger: No, I think you're dead on. We are a lean -- we are very lean organization. We try to run it that way. We have fantastic -- our general manager is just fabulous. Or guy that's in charge of facilities and equipment and molds. He's been there longer than. He is unbelievable. And everyone knows -- everyone has a stake in this. It's their life. And so we take this -- every day, we take very serious. And we were preparing for the next level. We put in a lot of new equipment. I put in $10 million of new equipment, really haven't leveraged that equipment at all. So almost all of our debt is from new equipment that we have that we really haven't put into work. I have some outsourcing that I'm going to do over the next year. I've got people who have contacted me and asked me if I have extra capacity to produce some things. So we'll be doing some outsourcing some other products. We have been asked to do a couple of other non-pallet type programs like for showers, plastic bases for these outdoor showers. So we've been asked to do that. So we'll be doing a lot more of that type of thing. And to answer your question specifically, yes, I think that we'll have our numbers in order. I'll make sure that we have cash on hand to run the business. As we've always done that. If necessary, we'll get the money that we need. And our banks, we've gone to an interest only for the calendar year 2026 with our bank IBC. And so our payments were about $250,000 a month, and they'll now just go interest only. So it will be a significant help on our cash flow, and they've been great to work with and have no issues whatsoever. Anthony Perala: Do you have any MFPs that you mentioned in the Q, just kind of continue to negotiate an extension of the revolver. Any update on those negotiations? Warren Kruger: Yes, it's no problem. It's just they're waiting for the end of it, and we'll -- I just talked to -- a matter of fact, I had -- I met with them last Friday and the guy that I worked with, and that will be renewed. Anthony Perala: Okay. Okay. And then one just kind of more philosophical, like you pointed out, you own 8 million-plus shares here. Some of your partners, you get close to 50%. A check to purchase the entire other part of the business that you don't own is fairly reasonable, all things told, looking -- so I'm just curious if that's something you're evaluating or a management buyout or something like that. Just curious what you think of that. I guess more of an open-ended question. Warren Kruger: That is an interesting question. And I will tell you the last 90 days have been more of really spinning the place of firefighting and getting things prepared. We didn't have -- our last Board minute was prior -- Board meeting was prior to the iGPS call. And so we have a Board meeting coming up. And we will be addressing that because, I mean, at this price, being today, we've had big sell-off, 300 -- last I looked, there was like 335,000 shares that were traded today and the share price has fallen. At this price, it's -- we've got $60 million of equipment that we've put in over the years. We've got $10 million of brand-new equipment. So I feel very, very comfortable about those discussions. And you know what, it's something we've discussed in the past, and we'll discuss again. Operator: Next up, we have [ Adam Posner ]. Unknown Analyst: Thank you for your time and frankly, swift action during this potentially turbulent time. My question really is around morale. So given the recent layoffs and the news around iGPS, how's the team morale the facility and sort of beyond? Warren Kruger: Thank you for asking that question because I'm concerned about that. I'm really -- I care about those who I work with, and I care about those who worked with me a long time. And I will say that our general manager, just -- I'm going to give us a short little story here. Our general manager is Marilyn Carter. Marilyn came to us when she was about 25 years old and a single mother. We sent her over the years -- we sent her to school. She got her undergraduate degree. She got her master's degree at Drake. She has grown, and she's been with us 20 years almost. She's unbelievable. She knows how -- I think she knows how we want to do things. [ Joe Carter ] has been there for 25 years. He is fabulous. Ron Schelhaas, who is our former plant manager, Ron's working with me on the sales arena. He is so good with people and with Walmart, it's incredible. Their attitudes are great. They're said about what's happened. They don't understand sometimes as do I, the logic in at all. So -- and then I've got another -- so the staff that we have are loyal and hard-working and great people. And I had a conversation with one of our sales -- other salesmen this morning, Gary Morris. He has some -- I mean, in his pipeline, it's really, really good. So the Toyota thing on our extruded pallet, we finally -- there -- we've got some purchase orders, and we're sending some of those out. He's got some great things with Berry Plastics working. He's got some things with Southwire. He's got really, really, really, really good opportunities out there as does Ron. Ron Schelhaas, I'll meet him at the Walmart import facility in California. And so their attitude is great because they know we have a great product line. They know we have the best designed in for pallets in the United States. We feel that way. And we believe that things will be -- we will -- we'll make things happen. How about that? Unknown Analyst: Awesome. It sounds like you're doing a great job maintaining the crew there during this time. So thank you. Operator: Next, we'll hear from Robert Littlehale. Robert Littlehale: Warren, could you maybe talk a little bit more about iGPS situation. What prompted this phone call, this midnight phone call that you received? What happened there at that company? Warren Kruger: Robert -- and for those who don't know, I've -- Robert has probably been as long an investor as anyone besides myself. So I appreciate that. He was down, he probably bought some things at the nickel. I will tell you that it's -- we had a relationship. I worked with Robert and Jeffrey Levisman years ago. They were the original -- they bought the company with a fund about 11 years ago out of bankruptcy. And then we provided the first pallet what we call the MVP for them that worked for iGPS. So we grew with them quite rapidly and had a great relationship. Robert and Jeffrey were removed about 5 years ago. And I really enjoyed them. I enjoyed working with them. The new crew, I just didn't know the new crew. And I will tell you, I had a good relationship with their national sales manager there and their operations guys. But they never shared any information that we never shared much information. They put in a -- they told us they needed a secondary manufacturing facility just in case something happens. So they put one in for themselves down in Dallas, Texas, and they actually produce another product down there in Dallas. It's a similar -- it's not a similar. It's another pallet. It's not similar. And of course, we recycled probably 300,000 to 400,000 pallets a year for them, broken pallets. So it's not easy. It's not for the faint of heart to do this. I mean, it's -- it's a lot of resin. It's moving metal out, taking metal out. It's -- and I think what happened there is the fund that was in originally 11 years ago, I believe that they meant to be in for about 5 years, and here they are 11 years in. I don't know if they had to do a secondary fund to take that position. I'm not sure because I'm not privy to that. But I just believe that they tried to sell this last year and couldn't sell. And I think they finally said, okay, we're not going to be in a growth mode anymore. We're going to be in just a -- let's reap what we've sewn and let's just flatten out, and we'll just do maintenance -- we'll just do maintenance on our pallets and we just won't grow. So -- because when you take 800,000 pallets out of the system on an annual basis, that's going to slow your growth. And so I believe that, that's the case, Robert. I just think that they -- whoever the money people are said, okay, time to just stop going to maintenance only, let's generate cash, let's pay down debt if we have it, and let's return something to the shareholders. So that's my guess. And that's truly just a guess on my part. Robert Littlehale: The closed-loop pallets from a manufacturing standpoint, is it different? And do you have to retool in order to produce those? Or maybe you could talk about that? Warren Kruger: Well, we are -- we have multiple different pallets that we can put cellular devices in. The whole technology with cellular devices has changed just because the battery life is long, like 7 years. I mean you -- now you can put 1 out and appreciate your product over 7 years and you know where it is every single day. That's pretty interesting. It's also you can put -- you're putting a fire alarm in every single pallet you put out there because you can set the temperature and have it notify you at a certain level. So it's -- the technology is just unbelievable. And so we believe that we can tie in with existing RFID systems and tie the RFID that they're currently -- that customers are currently using with the cellular device so that we can know where the product is. And then if you have to go down to an individual level and find a specific palette with maybe a product on there, you can do it with existing RFID hand scanners and so forth. So we're -- just the interest in this is really high, and there's a lot of discussions within this industry about -- because it is an asset. At the end of the day, you buy these pallets or an asset, and they -- it's easy to float away. This is a big country. And now it's funny because we can monitor these things, and we know where they are every single day within meters. So it's pretty great. Robert Littlehale: So the customer achieves economies of scale and productivity enhancement by using these closed-loop pallets, I presume? Warren Kruger: Yes. Every those that -- and I'll give you an example. We're talking to a Midwestern company that they just have used CHEP or so long and they're just done with wood. They just said to us finally, hey, we are just so done with wood. We got a big bill for your -- the lost pallets that we don't think that we lost them, but it's hard to find out who's -- it's really -- it's -- you start pointing fingers at one another. And with us, we'll be able to say, hey, here it is. It's off the reservation. You either recover it or you're going to have to pay for it. And so we don't -- it's not ambiguity. It's going to be real life. It's going to be data. It will be data driven. And we also know people say, "Oh, my pallets turn really rapidly. And then you can now you can say, well, they've been sitting for 40 days." So you can also help with some of the things that people believe happening within their systems, but not happening. So data and information is powerful. And we're -- we believe that we can help the customers deliver information. Robert Littlehale: Final question. Just -- so your headcount is what currently? Warren Kruger: Oh, gosh, it's probably in the 80s. Yes. It's low. We were -- we've been as high as 250, and we -- I think we had -- we lost 140. I think we're in the 80 range, something like that. Operator: [Operator Instructions] Warren, we have no questions at time, I'll turn it back over to you for any additional or closing comments. Warren Kruger: Well, I want everybody to know that's on this call that our -- we care about our shareholders, and we work every day for our shareholders. And so I want you to know that. I am -- I was saddened about the big loss, but I will tell you I was emboldened as well. And it has now given me the -- we look forward opportunistically. And we have multiple products we can put our cellular devices in. And we're working -- our stocking and nonstocking distributors out there have been very good with us. They've said, "Hey, we'll support you and help you as well." So we're going to continue to work hard for our shareholders. So if -- and anyone is welcome to reach out to me at any time. If I don't call you -- answer it right then, I will follow up. So -- but I appreciate everyone being a shareholder, and thank you very much. Operator: That concludes our meeting today. You may now disconnect.
Operator: Good afternoon, ladies and gentlemen, and welcome to Richelieu Hardware Fourth Quarter Results Conference Call. [Operator Instructions] Note that this call is being recorded on January 15, 2026. [Foreign Language] Richard Lord: Thank you. Good afternoon, ladies and gentlemen, and welcome to Richelieu's conference call for the fourth quarter and the year ended November 30, 2025. With me is Antoine Auclair, CFO and COO. As usual, note that some of today's issue include forward-looking information, which is provided with the usual disclaimer as reported in our financial filings. Overall, we delivered a strong fourth quarter with good progress in our main market segments. We also closed 3 new acquisitions during the year, building on the 6 acquisitions completed earlier in the fiscal, 2 in Canada and 4 in the U.S. For the quarter, sales increased by 7.3% to $511 million. EBITDA increased by 9.1%, diluted earnings per share increased by 4.5% and cash flow from operations reached $68.7 million, including a $30 million reduction in inventory. These results highlight the strength of our model and our operating discipline. The fourth quarter was active on the acquisition front. We closed Ideal Security in September, Finmac Lumber and Klassen Bronze in October. Ideal Security located in the Greater Montreal area, distribute specialized hardware products for doors and window market and serves hardware retailers and renovation superstores market as well as online retail platform. Finmac Lumber is a specialized wood product distributor based in Winnipeg serving Western Canada. Klassen Bronze based in Ontario, strengthens our offering with a wide range of letter, number, sign and mailboxes, key blanks and key cutting machines for the hardware retailers and renovation superstores market. We are very pleased with this acquisition, particularly with Ideal and Klassen, which expand our Richelieu portfolio of private brands for the retailers and renovation superstores market to 10. These acquisitions reinforce our position in this key market segment and support our one-stop shop strategy, supported by our distribution centers in Calgary for Western Canada customers, Kitchener for Eastern Canada and Chicago for the U.S. market. Private brands and exclusive products remain an important differentiator for Richelieu. A significant proportion of our sales is generated through these offerings. Which support customer satisfaction and loyalty, while reinforcing our competitive positioning and margin profile. The strong fourth quarter drove total sales for the year to $1.96 billion, up 7.2%. EBITDA for the year increased by 6.2% and cash flow from operations reached $202 million. We closed the year with a positive cash position almost no debt and a working capital of $622 million, which means a solid and healthy financial position and an outstanding balance sheet. I will now ask Antoine to review the financial highlights for the quarter and the year ended November 30, 2025. Antoine Auclair: Thanks, Richard. Our fourth quarter sales reached $511 million, up 7.3%. Sales to manufacturers stood at $459.9 million, up 9.1% with 5.9% from internal growth and 3.2% from acquisitions. In the hardware retailers and renovation superstores market, sales were down 6.4%. In Canada, sales amounted to $282 million, up $6.8 million or 2.5%. Sales to manufacturers reached $241 million, an increase of 4.6%. In the retailers market, total sales totaled $41 million, down 10.7% this quarter, mainly due to timing differences. On a year-to-date basis, sales are in line with last year. In the U.S. sales totaled USD 164 million, up 12.3%. Sales to manufacturers reached USD 157 million, up 12.9%, including 8.8% internal growth, mainly driven by price increases. In the retailers market, sales were up 1.4%. Total sales in the U.S. reached CAD 229 million, an increase of 13.9%, representing 45% of total sales. Total sales for 2025 reached $1.96 billion, an increase of 7.2%, of which 3.2% from acquisition and 4% from internal growth. Sales to manufacturers reached $1.7 billion, up 8%, of which 4.4% from internal growth and 3.6% from acquisitions. Sales to hardware retailers grew by 1.6%. In Canada, sales totaled $1.1 billion, up 2.2%, primarily driven by acquisitions. Sales to manufacturers amounted to $897 million, up 2.8%. Sales to hardware retailers and renovation superstores were $175 million, essentially flat compared with last year. In the U.S., sales amounted to USD 638 million up 10.9%, of which 5% from internal growth and 5.9% from acquisitions. They reached CAD 892 million, up 13.9%, accounting for 45% of total sales. Sales to manufacturers reached USD 604 million, an increase of 11.1% and sales to hardware retailers were up by 7.8%. Fourth quarter EBITDA amounted to $59.2 million compared to $54.3 million in the fourth quarter of 2024, up 9.1%. Our gross margin remained stable, and the EBITDA margin stood at 11.6% compared to 11.4% in the same period last year. Fourth quarter net earnings attributable to shareholders totaled $25.6 million compared with $24.4 million last year. Diluted net earnings per share were $0.46 compared with $0.44 last year, an increase of 4.5%. For the year, net earnings reached $86 million or $1.55 per diluted share compared with $1.53 last year, an increase of 1.3%. Fourth quarter adjusted cash flow from operating activities were $48.3 million or $0.87 per share. Net change in noncash working capital balances represented a cash inflow of $20.4 million driven by a $30.1 million reduction in inventories. Consequently, we generated $68.7 million in cash flow from operating activities compared with $27.2 million in the fourth quarter of 2024. For the year, operating activities generated a cash inflow of $202.4 million compared with $133.6 million last year. Over the year, we paid $34 million in dividend, representing a payout ratio of 37.5%. We also repurchased common share for $16 million, including $13 million in the fourth quarter. In total, we returned $50 million to shareholders this year. Investing activities used cash flow of $62 million, including $47.1 million for 9 business acquisition completed this fiscal year. And $15.2 million primarily for the purchase of equipment aimed at maintaining and improving operational efficiency. I now turn it over to Richard. Richard Lord: Thank you, Antoine. I am proud to note that over the past 13 months, we completed 10 acquisitions in Canada and in the U.S., representing approximately $100 million in additional sales. And our most recent acquisition completed after the year-end, would bring the total to 100 acquisitions so far that Richelieu has made in its complete history. Especially, this most recent acquisition includes 3 McKillican American distribution centers located in Portland, Oregon, Seattle and Spokane, Washington. These centers are already integrated into our IT system and the Seattle operations have already been moved to our current Seattle distribution center. This transaction reinforces our distribution network enhances local expertise and expands our product and service offering to better serve our customers. As a result, we now operate 5 locations across the Pacific Northwest region. In the current environment, our business model continues to demonstrate its resilience and flexibility enabling us to respond with agility to our customer needs and protect our margins. Looking ahead, our 2 primary growth drivers, innovation and acquisition position us well for continued profitable growth and further consolidate our leadership in North America. We are committed to ongoing investment in innovation to strengthen our offering and value-added services and we actively pursue acquisition opportunities. Thanks, everyone. We'll now be happy to answer your questions. Operator: [Operator Instructions] The first question will be from Hamir Patel at CIBC Capital Markets. Hamir Patel: Richard, could you comment on the sort of organic growth rates you've seen in Q1 so far? And any notable differences between Canada and the U.S.? Richard Lord: Yes. What we're seeing in Q1 so far is a flat sales for the hardware to -- sales of hardware to retailers market. And we -- in the mid, I would say, something around 5% regarding the growth for the manufacturers market. So basically, we're satisfied with the start of the year. We don't know what's going to happen in the months to come, but so far, so good. Edward Friedman: And then when you think about how the U.S. versus Canadian business is going, any differences there? I know last quarter, you were pointing to Ontario being softer? Richard Lord: We see a bit more growth in the U.S. a couple of percent growth, additional. Edward Friedman: Antoine, I wanted to ask about the EBITDA margins. It looks like they ticked up to 11.6% in Q4. How should we think about the margin trajectory for Q1 and full year '26? Antoine Auclair: Yes. The last 2 quarters were positive versus the previous year. So that trend should continue. But keep in mind that usually the first quarter of the year is the lowest of the fiscal year due to seasonality. So -- but we should continue to see improvement in the EBITDA margin. Of course, it all depends on the type of acquisition that we'll be able to land. But same-store sales, we should be able to generate more EBITDA. And having a bit more rigor in the market will definitely help as well. Hamir Patel: And then thinking on a full year basis, I mean, for the last 2 years, it looks like you've kind of averaged close to 11%. I know you've been quite acquisitive. So that's kind of a short-term drag. But do you think you can drive further margin growth in '26? Antoine Auclair: Yes, we should be slightly north of 11%. Operator: Next question will be from Zachary Evershed of National Bank. Zachary Evershed: Congrats on the quarter. Could you go into a little bit more detail on the pullback that we saw in sales to retailers during the quarter, please? Richard Lord: I think the flat sales for the retailer, I think it's -- what we see with -- if you read the Home Depot and Lowe's in the U.S., whatever they're forecasting, they're forecasting of flat sales. And in Canada, we see that the market is more to get -- we speak to our customers and the -- their sales are down for the first quarter. So Richelieu is doing well because we keep reducing -- introducing products into the stores. We have new products coming with RONA that are getting into their stores. So that's going to generate sales in the months to come. We have the same thing with the home hardware and Home Depot in Canada. And in the U.S., fortunately, we have regained the business that we had lost with Lowe's. So basically, that's going to -- the delivery will stop or in the end of the second quarter and third quarter. So -- but basically, that will bring another $10 million to $12 million sales in the U.S. So I think we have the only good news for the retailers. It's only a matter of the market being as we speak, flat. But eventually, I think the market is going to start to move again . Antoine Auclair: And Zach, the main -- the main reason for the Canadian retail sales down in the fourth quarter. And that's why we said that overall, the year is flat, but in the fourth quarter, it's because of one customer that didn't place orders for seasonal sales. So it's not a big deal, so it's only a timing issue. Richard Lord: So we remain positive for the retail market. Zachary Evershed: Got you. And do you think there's a catch-up in Q1 for those seasonal sales or that's just foregone? Antoine Auclair: No, I would say on a yearly basis, there's a catch-up, but just a question of timing. Zachary Evershed: Understood. And your inventory reduction this quarter was pretty far ahead of the schedule you'd outlined last quarter. What's driving the improvement in working capital there? Antoine Auclair: It's pretty much aligned with what we said at the beginning of the year, Zach. So, of course, it's difficult to be perfectly timed during the quarters, but that's what we were expecting. I think I mentioned a year ago that we would be expecting between $20 million and $30 million reduction in inventories, that's what we achieved. We achieved $33 million this year. So that was positive. . Hopefully, we will still -- we will be able to generate a bit more reduction in 2026, not as big as that, but we'll continue to be actively working and improving and optimizing our inventory situation. And also, I I'm glad to see the CapEx that is now down -- come down to a more maintenance level phase of CapEx. So we've had a few big years in terms of CapEx investment. So now we spent $15 million. It's 0.08% of our sales. So that's more in line with the historical data prior to COVID. So we're glad that it's back to normal. Richard Lord: And as a result, I think in 2026, the cash flow generation is going to be stronger. Zachary Evershed: Excellent color. What are your customers saying about the pause on the additional tariffs on furniture and cabinets? Richard Lord: They're very happy, but they already have to live with that first 25% that is already imposed. So basically, I think the -- our Canadian customers that are selling in the U.S. are losing sales as we speak. They're reducing the number of employees and everything else. They still continue to buy from Richelieu, but some buy less, but some buy more because they used to buy from overseas certain products now that they buy from Richelieu. So basically, we should see an clean of the sales to that type of customers. And the second phase, I think safe, I would say, I don't know how to say it, but you really saved the 2026 year, even though they're already negatively affected by the first 25%. But if that second 25% apply next year, I think it's -- it could be very, very basically disasters for the customers that export to the U.S., but we don't have that many customers that export in the U.S., but it's still a substantial business. But we -- as a result of that, we should really capture some business on the U.S. side because the customers that are capturing this market are also your customers in the U.S. Zachary Evershed: Got you. And then how are you feeling about the M&A pipeline for 2026. You just came off of a year of almost $100 million in 2025, starting off with an acquisition subsequent to the quarter, where do you think you'll end this year? Antoine Auclair: We'll continue with what we've told you guys 1.5 years ago. So we're still on a $100 million a year. So that's what we're working on. The pipeline is healthy. Both side of the border. So no change there. Operator: Thank you. And at this time, Mr. Lord, we have no other questions registered. Please proceed. Richard Lord: Thanks to everyone, for listening. And so if you have any more questions, do not hesitate to call myself or Antoine. We're here in the office. So thank you very much, and have a good afternoon. Operator: Thank you, sir. Ladies and gentlemen, this does indeed conclude your conference call for today. Once again, thank you for attending. And at this time, we ask that you please disconnect your lines.
Operator: Good morning. My name is Jennifer and I will be your conference facilitator today. At this time, I'd like to welcome everyone to the BlackRock, Inc. Fourth Quarter 2025 Earnings Teleconference. Our host for today's call will be Chairman and Chief Executive Officer, Laurence D. Fink; Chief Financial Officer, Martin S. Small; President, Robert S. Capito; and General Counsel, Christopher J. Meade. [Operator Instructions] Thank you. Mr. Meade, you may begin your conference. Christopher Meade: Good morning, everyone. I'm Chris Meade, the General Counsel of BlackRock. Before we begin, I'd like to remind you that during the course of this call, we may make a number of forward-looking statements. We call your attention to the fact that BlackRock's actual results may, of course, differ from these statements. As you know, BlackRock has filed reports with the SEC, which list some of the factors that may cause the results of BlackRock to differ materially from what we say today. BlackRock assumes no duty and does not undertake to update any forward-looking statements. So with that, I'll turn it over to Martin. Martin Small: Thanks, Chris. Good morning and happy New Year to everyone. It's my pleasure to present results for the fourth quarter and full year 2025. Before I turn it over to Larry, I'll review our financial performance and business results. Our earnings release discloses both GAAP and as-adjusted financial results. A reconciliation between GAAP and our as-adjusted results is included in today's press release. I'll be focusing primarily on our as-adjusted results. We're closing out one of the strongest years in our history. Clients awarded us nearly $700 billion in net new assets, 9% organic base fee growth and 16% technology ACV expansion. Our whole portfolio strategy is winning both mind and wallet share with clients. It's bringing even more momentum to the breadth of our organic growth. We had nearly 150 products across our ETF and mutual fund ranges with over $1 billion in flows. We had over $24 billion in revenue alongside nearly $10 billion in operating income, both up 50% since 2020 and earnings per share was a new record. Our platform demonstrated resilience and growth even when markets were in turmoil back in April and captured steep upside when they rallied. 2025 was another proof point that BlackRock is a share gainer when there's money in motion. Our 10% increase to our 2026 dividend per share and increase in planned share repurchases to $1.8 billion are driven by our accelerating growth trajectory and platform success in 2025. That's our highest dividend increase since 2021 and comes after a record $5 billion payout to shareholders in 2025. Supported by both 9% organic base fee growth and favorable markets, we entered 2026 with a base fees run rate that's approximately 35% higher than our base fees in 2024 and approximately 50% higher than 2023. This stronger entry point enhances our ability to deliver future earnings, return capital to shareholders and execute on our 2030 ambitions. We delivered 6% or higher organic base fee growth in each quarter of 2025. We finished the year with 2 consecutive quarters of double-digit organic base fee growth, including 12% in the fourth quarter. That growth is broad-based across our systematic franchise, private markets, ETFs, digital assets, cash and outsourcing. And it's across capabilities that we've had for decades and others that we've built or acquired in the last 2 years. That gives us confidence we're on the right track with clients and we have a lot of optimism for the years ahead. You've heard us say it's not that the big are getting bigger, it's that the best are getting bigger. Size and scale are outputs of performance. We've wrapped a successful 2025 and now we're moving with speed and scale to go upward from here. We're building leading franchises in newer high-growth markets across the industry, private markets to insurance, private markets to wealth, digital assets and active ETFs. We think these can all be $500 million revenue generators in the next 5 years. We already have industry-leading margins and we see real opportunity to drive margin expansion through the FRE growth trajectory of our private markets and our highly scaled foundational businesses. We entered 2026 with strong momentum and our first year as a fully integrated firm with GIP, Preqin and HPS. We're pioneering what we believe is the asset management model of the future. It's one that seamlessly brings together public and private markets, it interoperates between traditional and decentralized financial ecosystems and it's powered by technology and data with Aladdin, eFront and Preqin. BlackRock houses the world's #1 ETF franchise, a top 5 alternatives platform with more than $675 billion in client assets, $0.5 trillion in target date AUM, leading advisory services and a tech and data SaaS franchise with nearly $2 billion in revenue. Moving to financial results. Full year revenue of $24 billion was up 19% year-over-year. Operating income of $9.6 billion was up 18% and earnings per share of $48.09 increased 10%. Fourth quarter revenue of $7 billion was 23% higher year-over-year, driven by the acquisitions of HPS and Preqin, organic base fee growth over the trailing 12-month period and the positive impact of market movements on average AUM. Quarterly operating income of $2.8 billion was up 22%, while earnings per share of $13.16 increased 10% versus a year ago. EPS also reflected a lower tax rate, lower nonoperating income and a higher share count in the current quarter linked to the close of the HPS transaction on July 1. Nonoperating results for the quarter included $106 million of net investment losses, primarily due to a noncash mark-to-market loss linked to our minority investment in Circle. In mid-December, we contributed a portion of our stake in Circle to our existing donor-advised funds. Following this transaction, we maintain approximately 1.1 million shares of Circle common stock, which will continue to be marked through investment income. Our as-adjusted tax rate for the fourth quarter was approximately 20% and benefited from discrete items. We currently estimate that 25% is a reasonable projected tax run rate for 2026. The actual effective tax rate may differ because of nonrecurring or discrete items or potential changes in tax legislation. Fourth quarter base fees and securities lending revenue of $5.3 billion was up 19% year-over-year, driven by the positive impact of market beta on average AUM, organic base fee growth and approximately $230 million in base fees from HPS. On an equivalent day count basis, our annualized effective fee rate was approximately 0.1 basis point lower compared to the third quarter. This decrease was primarily due to higher securities lending revenue in the third quarter, which benefited from specials. We're seeing client demand from our structural growers like private markets, systematic, models, OCIO, ETFs and SMAs. And these capabilities provide positive leverage to average fee rates. The fee yields on new asset flows this year are 6 to 7x higher than they were in 2023 and are at a premium to our overall fee rate. Fourth quarter performance fees of $754 million increased from a year ago, reflecting higher revenue from alternatives and included $158 million from HPS. Full quarter and full year technology services and subscription revenue, each increased 24% year-over-year, reflecting the successful onboarding of a number of new clients, expanding relationships with existing clients and the closing of the Preqin transaction. Preqin added approximately $65 million and $213 million of revenue in the fourth quarter and full year, respectively. Annual contract value, or ACV, increased 31% year-over-year, including the impact of Preqin. ACV increased 16% organically. Total expense increased 19% in 2025, primarily driven by higher compensation, sales, asset and account expense and G&A expense. Full year employee compensation and benefit expense was up 20%, primarily reflecting higher incentive compensation associated with performance fees as well as higher operating income. The year-over-year increase also reflects the impact of onboarding GIP, Preqin and HPS employees. Full year G&A expense was up 15%, primarily due to M&A transactions and higher technology investment spend. Our fourth quarter as-adjusted operating margin of 45% was down 50 basis points year-over-year. Our full year as-adjusted operating margin of 44.1% decreased 40 basis points from a year ago. Both periods reflect the impact of performance fees and related compensation. We continue to deliver margin expansion on recurring fee-related earnings. Excluding the impact of all performance fees and related compensation, our adjusted operating margin for the fourth quarter would have been 45.5%, up 30 basis points year-over-year. Our full year margin would have been 44.9%, 60 basis points higher relative to 2024. As we execute on our organic base fee growth and operating margin ambitions, we'll continue to be disciplined in both our hiring and our investments. After annualizing for the impact of HPS and Preqin, we would expect a mid-single-digit percentage increase in G&A. Additionally, we would expect BlackRock's headcount to be broadly flat in 2026. After investing for growth, we returned a record $5 billion to our shareholders through a combination of dividends and share repurchases in 2025. This includes $500 million and $1.6 billion of share repurchases for fourth quarter and full year, respectively. BlackRock's Board of Directors recently approved a 10% increase to our first quarter 2026 dividend per share, building on our track record of strong dividend growth and demonstrating confidence in our cash flow generation and durable earnings expansion. That represents a 13% increase in the dollar amount of dividends expected to be paid. The Board also authorized the repurchase of an additional 7 million shares under our share repurchase program. At present, based on capital spending plans for the year and subject to market and other conditions, we are targeting a purchase of $1.8 billion worth of shares during 2026. Full year total net inflows of $698 billion reflected positive flows and organic base fee growth across all asset classes and active and index. iShares led the industry and set a new flows record with $527 billion in 2025, representing 12% organic asset and 13% organic base fee growth. Net inflows were diversified across core equity and premium categories like fixed income, active and digital asset ETPs. iShares net inflows of $181 billion in the fourth quarter once again demonstrated strong momentum into year-end, supported by seasonal portfolio reallocations. Full year retail net inflows of $107 billion were led by the onboarding of the $80 billion SMA assignment from Citi Wealth during the fourth quarter. Separate from this assignment, Aperio had its fifth consecutive record year of net inflows with $15 billion, active fixed income added $3 billion and alternatives generated $12 billion in 2025. BlackRock's institutional active franchise generated net inflows of $54 billion in 2025, reflecting the onboarding of multiple outsourcing mandates, the above-target close of GIP V and deployment in private credit. Institutional index net outflows of $119 billion were mainly driven by redemptions from low-fee index equity strategies. Our scaled private markets platform delivered $40 billion of full year net inflows led by private credit and infrastructure. We're targeting $400 billion in gross private markets fundraising through 2030, powered by origination, strong investment performance and the depth of our client relationships. Our valuable position as a trusted long-term partner to corporates and sovereigns provides us with unique visibility and insight into capital markets and client activity, enabling differentiated deal flows, tailored solutions and long-term value creation for our clients and shareholders. Finally, BlackRock Cash Management saw $74 billion of net inflows in the fourth quarter and $131 billion in 2025, driven by U.S. government, international, Prime and Circle Reserve Funds. BlackRock's platform is anchored by growth engines tied to the long-term expansion of global capital markets and fast-growing client product channels. The opportunity ahead is inspiring to reshape portfolios for more complex markets, to deepen partnerships with clients and to deliver durable, profitable growth for our shareholders. We entered 2026 with the combined strength of BlackRock, GIP, HPS and Preqin, now all One BlackRock and we're excited to share our growth with clients, employees and shareholders. I'll turn it over to Larry. Laurence Fink: Thank you, Martin. Good morning, everyone and Happy New Year. Thank you for joining. We entered 2026 with accelerating momentum across our entire platform. It will be the first full year with the combined strength of BlackRock, GIP, HPS and Preqin. We're coming off the strongest year and quarter of net inflows in our history. BlackRock awarded -- clients awarded BlackRock with nearly $700 billion in new assets in 2025, including $342 billion in the fourth quarter. And the consistency of our results stands out even more over the long term with nearly $2.5 trillion of net inflows over the last 5 years. Our pipeline of business has broadened across products and regions, spanning public and private markets, technology and data and client channels. We're seeing excellent fundraising activity. We have an ambitious 2026 fundraising plan diversified across infrastructure, equity and debt, private financing solutions and multi-alternatives. Our client relationships have never been stronger and deeper. We're a scale operator in public and private markets, investments in technology, that's significantly enhancing our position with clients worldwide. We're building off accelerating growth over the course of 2025. We delivered 6% or higher organic base fee growth each quarter and we ended the year with 12% organic base fee growth and 16% technology ACV growth in the fourth quarter. These growth rates are both 4 points higher than last year and 9% full year organic base fee growth represents $1.5 billion of net new base fees. That means we enter 2026 with base fees approaching $21 billion, 13% higher than 2025. And we delivered a premium 45% operating margin. Our scale and Aladdin technology fuels growth and helps push down our marginal cost. We're in an upward trajectory in our margins on fee occurring -- recurring earnings as we continue to drive growth in private markets and scale businesses like ETFs and systematic equities. Our belief in our future growth, increasing profitability and durability of cash flow led us to increase the dividend per share by 10% and step up planned share repurchases. Over the last 10 years, we delivered a 10% compounded annual growth rate in our dividend and over a 15% annual return on our repurchases. And we're confident than ever that our -- in our model and the outsized opportunity we see across multiple growth engines. Our foundational businesses like iShares are unlocking new markets like in active ETFs and digital assets. At the same time, we're a leader in emerging trends like private markets to wealth, 401(k)s, tokenization and private market data. In private markets, our investments in infrastructure and private credit and alts to wealth underpin our ambitions to raise $400 billion in private markets by 2030. BlackRock is already managing $3 trillion on behalf of insurance, wealth and OCIO clients. We have a significant opportunity to deliver better outcomes and experiences for clients in private market allocations. And for our shareholders, that shift represents new private markets AUM and potentially over $1 billion in new base fees. For example, BlackRock is the largest general account manager for insurers with $700 billion in AUM. With HPS, we're now also one of the largest asset-based finance and high-grade managers. We're in about 20 late-stage conversations to help insurers build more dynamic and diversified portfolios across public and private markets. Similarly, in wealth, we're focused on expanding access to private markets. We're bringing together strong investment performance track records with BlackRock's scaled global distribution model. We have the largest wholesaling team in the industry covering every corner of the United States marketplace. We have very strong relationships in private banks in Europe. Our more than $1 trillion of wealth platform spans end clients' whole portfolios from models and SMAs to ETFs and private markets. We're also a technology provider through Aladdin Wealth, which brings institutional quality portfolio construction right to the desktops of our financial advisers. We continue to expand and diversify distribution of HPS nontraded BDC to U.S. wirehouses and RIAs, and we believe model portfolios will be another unlock. We're also planning to widen our product range through an H Series family of funds that would be led by the flagship HLEND alongside junior capital, real assets, triple net lease, multi-strat credit and secondaries and co-investment strategies. We plan to bring all the building blocks to serve wealth investors through coordinated multi-alts portfolios. Then in retirement, we're seeing important progress towards a framework to include private assets and target date funds. We expect to launch our first LifePath Target Date fund with private markets later this year. Most Americans' only experience with capital markets is through their 401(k) plan. I said many times that helping workers build and spend their retirement savings is one of the greatest challenges of our generation. We've long associated for better retirement solutions and easier access to investment options. BlackRock has also championed early childhood savings accounts and the policies that make them possible and we're encouraged by and supportive of the launch of these accounts in the United States. For retirement savers, there's a real opportunity to bring additional returns and diversification to investors through private markets. BlackRock will be at the forefront with our leading DCIO business, our $600 billion LifePath franchise, top 5 alternative platforms and definitely Preqin. We expect plan sponsors will need standardized benchmarking and performance data to validate their plan choices and Preqin can be the central provider. Our leadership in all of these areas distinguishes BlackRock with plan sponsors and policymakers. We've always been a leader in retirement and a first mover in developing new solutions in retirement. We started innovating LifePath Paycheck in 2018 and it's been the fastest-growing lifetime income target date strategy in the defined contribution market. We believe it will be the default retirement investment strategy. Guaranteed income and private markets are not 2 separate conversations. BlackRock can bring it all together. Our vision is not just for incremental addition of private markets. It's the design of an optimal target date solution, one that combines public markets, private markets and guaranteed income like LifePath Paycheck. BlackRock has long-standing relationships and decades of experience in working with plan sponsors and building client-first retirement solutions for their members. We're a bit over a year into closing our GIP transaction and we're already seeing synergies through our combined expertise and relationships. GIP V closed above its $25 billion target in July and our AI partnership, which was not part of the deal model, continues to attract significant capital. AIP has raised over $12.5 billion from partnership founders and clients. Our initial target is to mobilize and deploy $30 billion of equity capital with the potential of reaching $100 billion, including debt. More broadly, we're seeing excellent progress across the range of infrastructure strategies, including mid-cap and emerging markets' infra equity and investment-grade, high-yield and credit-sensitive infra debt. The current cash flow and inflation-protected return profile of infrastructure makes it an attractive sector for our clients, especially those saving for retirement. More broadly, income-oriented strategies are a critical component of our clients' portfolios. BlackRock manages over $4.5 trillion in assets across both public fixed income, cash and private credit. This means we can provide an integrated fixed income solution for clients, that delivers scale benefits. In 2025, we generated over $45 billion of net inflows across our high-performing active fixed income franchise, led by Rick Rieder. We believe 2026 is shaping up to be another year where returns may be driven primarily by income rather than price appreciation. We're well positioned to capture flows with strong performance and differentiated strategies across municipals, high yield, total return and unconstrained fixed income strategies. And we're leveraging active ETFs to provide access to our portfolio managers inside along with the benefits of the ETF wrapper. Our active ETFs drove more than $50 billion in net inflows in 2025, nearly tripling their assets in the last year. Rick's flexible active income ETF, BINC, B-I-N-C, and our systematic U.S. equity factor rotation ETF, DYNF, led our active ETF flows for the year. DYNF was the highest inflowing active ETF in the industry with $14 billion of net inflows. It is our flagship of our systematic equity platform. Overall, our systematic equity franchise raised over $50 billion in 2025, even as the active equity industry saw another year of outflows. Our systematic investments have been using data and AI for 20 years. We've invested in this business. And today, its IP delivers alpha to clients and helps portfolio managers across BlackRock to invest better. As more investors are looking at how to use AI for investments, we already have one of the best platforms utilizing AI and big data to drive thousands of alpha signals. We're optimistic about our systematic platform, continued double-digit organic base fee growth potential and its position as a bright spot in the active equity industry. iShares continues to be an innovation engine for BlackRock. iShares remains the market leader in ETFs in terms of organic assets and base fee growth, countries served and in product lineup. 2025 was another record year for iShares with $527 billion of net inflows. In 2000, with just 40 ETFs, BlackRock's iShares set out to revolutionize investing. And over those 25 years, iShares has led the way in democratization of access to the growth of capital markets. BlackRock shaped the industry and we continue to expand the choice and access for investors around the world. We brought U.S. investors access to international markets and we introduced ETFs to Europe. We launched the world's first bond ETF. We provide over 1,700 ETFs today, more than 6x the next largest issuer. And we're focused on providing investors value for their money while driving growth and margin expansion for our shareholders. iShares AUM was about $300 billion when we announced our acquisition in 2009. Today, it's $5.5 trillion and iShares revenues have more than quadrupled to over $8 billion. iShares is delivering growth both through core channels and newer premium initiatives like active ETFs, digital assets and in international markets. In Europe, ETF net inflows of $136 billion was approximately 50% higher than 2024. And we're seeing more individuals coming to iShares through digitally enabled offerings and monthly savings plans. We're seeing similar trends in India, where our JioBlackRock joint venture operates through a digital-first direct-to-consumer model. JioBlackRock raised $2 billion upon launch, 6x the previous industry record and now manages 12 funds spanning cash, index, systematic equities on behalf of nearly 400 institutions and already more than 1 million Indian retail investors. More broadly, we're seeing great momentum in connectivity with clients in international markets. Both in Asia and in Lat Am, we saw double-digit organic base fee growth in 2025. Growth in Asia was led by our active wealth strategies and $30 billion of ETF net inflows across our locally listed and global ETF range. In Latin America, our local presence is similarly resonating through our onshore ETFs and wealth offerings. And in the Middle East, we have a strong history as a trusted adviser to countries looking to allocate capital or to build out their own local markets. It is one of our fastest-growing regions. Our Aladdin technology powers and unites all of our platform and all our work. The fact that BlackRock is the largest user of Aladdin allows us to stay attuned to changes in the marketplace and adapt Aladdin for our clients. Today, we're enabling our clients to more easily manage their exposures through end-to-end integration across public and private markets. 16% technology ACV growth reflected several innovative multiproduct wins, which will drive future revenues. Through Preqin, we're expanding access to actionable private market data, giving investors the analytics they need to build strong and reliable portfolios. The BlackRock platform is comprehensive. It's global. We're a leader in public markets. We're a leader in private markets, and we are a leader in technology and data. We're a foundational provider in the traditional financial markets and the evolving decentralized financial ecosystem. Most importantly, we bring it all together to deliver BlackRock to our clients in a comprehensive, consistent, determined way. We're entering 2026 with elevated momentum and we're positioned ahead of big future opportunities. We ended the year with 12% organic base fee growth, record flows and a new AUM high at $14 trillion. This already lifts our base fee entry level rate by 13%. We are confident in our organic base fee growth ambitions. We plan to raise a cumulative $400 billion in private markets by 2030. We're focused on our margins and driving profitable growth. This all should translate to shareholder value through higher earnings and then multiple expansion. I'd like to thank our employees for the work they do every day on behalf of our clients, each and every client that we stand by as a fiduciary. When we do well for our clients, we also do well for our employees and then we do well for our shareholders. I believe they're all -- they'll all be beneficiaries of our future growth. Operator, let's open it up for questions. Operator: [Operator Instructions] Your first question comes from Craig Siegenthaler of Bank of America. Craig Siegenthaler: And I have to congratulate you on the record base fee organic growth because 12% is pretty impressive for a $14 trillion manager. Laurence Fink: Well, I hope it's going to be impressive when we're a much larger manager than $14 trillion. Craig Siegenthaler: As we look ahead to 2026, can you flush out what you're all seeing and thinking on the net flow pipeline? And a sort of follow-up would be your money market business, which is not a new modern business, has done really, really well over the last 5 years. Higher rates has been a factor there. But with the Fed cutting, do you see flows reversing in this business? And if it does, where do you think that liquidity goes? Martin Small: Thanks, Craig. It's Martin. Happy New Year. Let me just start by saying that organic base fee growth continues to outperform our 5-plus percent baseline target, 10% in Q3, 12% print in Q4, 9% for the year. And it's the momentum, I think, that really gives us a lot of energy. The growth has ticked higher each quarter. We were 1% to start 2024, 6-plus percent each quarter this year and then ending with 2 back-to-back quarters that are at double digits. That means clients want to do more business and are giving more business to BlackRock. I think the success we've had with this structural growth strategy, it's driving strength and it's doing it across market environments in an all-weather way. And with more growth coming from our pipeline of private markets, systematic strategies, models, SMAs, digital assets, we think we can power organic base fee growth that's more consistently 6%, 7% or higher. And in supportive market environments, I think like Q4, where there's some risk-on sentiment for higher fee, international, precision exposures, private markets, that can tilt even higher. But we've always talked about our strategy being grounded in the whole portfolio. It's always been about breadth and serving every corner of a client's portfolio. This year we had really excellent breadth in organic base fee growth and we're seeing that same breadth in our pipeline. Our fundraising plan is diversified across infrastructure, private financing solutions, multi-alternatives. And I think 2026, to your point on money funds, it's shaping up to be the year of a steeper yield curve. And we think that era of easy 2a-7 fund income looks to be fading. We think that bond returns are going to be driven more by income rather than rate moves or spread compression. And I think even though cash is always going to be an allocation in a well-balanced portfolio, we'd expect that rate cuts are going to cause money market yields to fall and that some of the best opportunities for investors to be locking in bond yields are going to be in intermediate-term bonds. I think if the bond team was here, they'd say there's a generational opportunity to earn high-quality, steady income in the front and middle of the yield curve using that full toolkit in fixed income, credit, securitized, government bonds, munis, active and index. And we're seeing that energy on our platform. We saw more than $80 billion of fixed income flows in Q4 and more than $40 billion outside the new Citi mandate. iShares bonds had $52 billion in Q4, $175 billion. That's 18% organic growth for the year. We manage over $3 trillion in fixed income. So we think we can meet clients with fixed income offerings across sectors and durations wherever they need it and to do it in a vehicle that works best for them. That's an ETF, it's a separate account, a mutual fund or even yield-oriented exposures being a top CLO issuer and manager and by blending public and private fixed income through direct lending BDCs like HLEND. Our fee yield on new assets to the firm in this pipeline is running 6 or 7x higher than the fee yield on new assets in '23. And we think clients want to do more with BlackRock across the platform. We saw it in the 2025 activity and in the early momentum in '26. So it gives us confidence that we're on the right track and gives us a lot of energy about what 2026 can look like on the organic growth front. Laurence Fink: Let me just add one more point. As global capital markets grow, cash is going to grow alongside of it. So the base holdings of cash will be elevated as long as the global capital markets continues to grow. And if you overlay -- if tokenization becomes more real and the opportunity to have a tokenized money market fund alongside tokenizing other assets, I actually believe you're going to see probably above-trend holdings in cash. That being said, I agree with everything what Martin said, we're going to see much more -- you're going to see more and more investors going up the curve, especially if the yield curve becomes steeper and steeper, which probably is going to be the outcome. But I think we have to look at the overall scale of the capital markets and its growth globally and that is one of the foundational reasons why cash holdings will -- they look larger than ever, which they certainly are. But I think as the capital markets grows, so does holdings in capital markets cash. And I think that is important -- there's an important connection between that. And it's not -- it's -- cash is just not an outcome of people are nervous and holding and they're not looking to do it. As the capital markets grows and as more people's wallets are in the capital markets, the role of the money market fund just grows. And I think that is one of the foundational reasons why we continue to believe that money market holdings will continue to be quite large. Operator: Your next question comes from Michael Cyprys with Morgan Stanley. Michael Cyprys: Wanted to ask one about Asia. I was hoping you could speak to your priorities across your footprint in Asia, from your local partnership in India to initiatives you have in Japan, among other countries. How are you looking to accelerate growth and expand contribution from Asia over the next couple of years? And what aspects might be most meaningful to the overall firm? Laurence Fink: Well, I would say, first and foremost, Asia capital markets grew faster than the U.S. capital markets. More IPOs in Asia, especially in Hong Kong. So let's just start with that foundational base. The capital markets are growing faster there. You're seeing historical changes in Japan because the NISA accounts and retirement accounts, you're just seeing more of wealth entering the capital markets out of the banking system. And that just represents more and more opportunities. So Japan has been an exceptional platform for growth, the insurance industry in Japan, the pension fund industry as the NISA accounts grow. So that's just one really good foundational example. As I said, the IPOs in Hong Kong and the scale of wealth management in Hong Kong and Singapore, the wealth that is being generated in Southeast Asia, all leads to bigger opportunities, not just bigger opportunities to manage the money but bigger opportunities to invest like GIP invested in the airports of Malaysia. In India, I believe we have the best single platform to grow in India with the JioBlackRock partnership. I talked about the growth in 2025 but we have -- we believe that the transmission of the growth of the capital markets in India is just at the very beginning. Historically, Indians kept most of their money either in gold or in cash. And I think the opportunity to develop a self-directed retirement platform in India is real. And as the platform grows in terms of retirement, the opportunities for us are very large. But even in places like in the -- in Saudi Arabia, there's conversations going on now to really build a Pillar Two retirement system there and then obviously, a Pillar Three and we're engaged in those conversations and opportunities. So historically, we looked at a lot of these markets who were exporters of capital. But now in many cases, they are importers of capital but more importantly, they're developing their own capital markets. This is a trend that I've been talking about for years. And I think it's just that we're at the early stages of the growth of the capital markets in every place in the world. If you look at our growth rates, the double-digit growth rates in base fees in Lat Am, it is another example of the growth of wealth and the opportunities we have. And so the key is, BlackRock is going to grow as long as the world and the global capital markets grow. But I would -- what I would clearly say what '25 indicates and what '26 offers is the growth of these capital markets are very beneficial for platforms like BlackRock and we are involved in these conversations. We're building our platform in each and every country. And I believe this is one of the real foundational opportunities for us in the future. Operator: Your next question comes from Mike Brown with UBS. Michael Brown: So Larry, you touched on the insurance channel in your prepared remarks and BlackRock is a major player in the space and it's about 5% of your AUM today. But certainly, competition seems to be rising in the space. Can you just talk a little bit about how your differentiated offering like a full spectrum cash to private credit differentiates here and maybe unpack your comments about how the demand for the channel is shaping up here in 2026? Martin Small: Thanks. Maybe I'll start, Martin. And then I know Larry will add some color. So I'd start with, yes, the balance sheets of the world's largest insurance companies were traditionally invested in public fixed income. BlackRock has been very successful at capturing those allocations. And today, we're the largest insurance company general account manager in the industry with $700 billion in assets, more than 450 insurance relationships. HPS also manages over $60 billion of credit assets for over 125 insurance companies. And I think with our combined platform, we're better positioned than ever to be a high-grade solutions provider. We also have service to the largest insurance companies on our Aladdin platform as well as an array of middle office services and accounting services. We think that private credit and building great public private portfolios is a very important growth vector within private markets and there's an opportunity for growth with asset-based finance and private high-grade with insurance companies. Just the penetration in this market is much smaller when compared to the corporate credit market. We have over 20 conversations right now where we're working on high-grade SMAs with leading insurers and building private high-grade portfolios. A number are in later stages. We'd hope to start seeing deployments pull through, through the second half of 2026. And we're really focused on 3 things with them. The first is delivering better outcomes for our insurance clients by working with them to migrate something on order of 10% of their existing public fixed income assets into private high grade. So think of a $700 billion base migrating to $70 billion on order of that in private high grade. The second is expanding high-grade mandates, meaning new assets and winning new assets with clients away from our existing book. And the third is also pursuing strategic partnerships, minority investments to increase the pool of insurance assets managed here at BlackRock, similar to the minority investment and strategic alliance that we announced with Viridium last year. I think on our competitive advantages, I'd note that insurance company asset management, it's a highly customized effort working with clients every day. It's not one of these mandates that's give me a benchmark and I'll beat it and give you a monthly report. Teams are basically in-sourced by the insurance company to be looking at cash flows, to be thinking about credit, to be thinking about the intersection of accounting and capital and managing those portfolios. It is a highly interactive day-to-day thing. So being able effectively to blend turnkey full-service capabilities for insurance companies, that's a key competitive advantage for BlackRock. Integrating public fixed income, private credit, Aladdin, accounting, middle office services makes working with BlackRock a performance enhancer, a scale enabler. So there's no doubt that this space has become more competitive, especially in private high grade. But I think our experience is that insurance companies want a full-service partner and that we're well positioned to play that role given our track record in public fixed income technology and world-class capabilities in private credit. Operator: Your next question comes from Alex Blostein with Goldman Sachs. Alexander Blostein: So a question to you guys about margins. Larry, you mentioned it a couple of times and Martin did as well. Obviously, the business has grown really well. You outlined a number of really compelling initiatives, how this growth could continue for '26, '27. So when I think about the 45% operating margin, excluding performance fees that you sort of highlighted for 2025, how should we think about that progressing over the course of '26, assuming kind of normal markets? And then, Martin, just a follow-up for you, the specifics around G&A, I heard mid-single digits but maybe you guys could just remind us what the right base is. Martin Small: Sure. Thanks, Alex. Happy New Year. So BlackRock, as I mentioned, we continue to deliver industry-leading margins. As we talked about at our Investor Day, we continue to target 45% or greater adjusted operating margin profile with our margin on recurring fee-related earnings running higher. Our operating margin in the quarter was 45%. And as I mentioned in my remarks, we continue to deliver margin expansion on recurring fee-related earnings. So excluding the impact of performance fees and related comp, our margin would have been 45.5%, up 30 basis points. Think of that as more akin to an FRE margin burdened for stock-based compensation. This growth here at BlackRock is fueled by strong FRE growth in our private markets franchises, along with high-value, higher fee rate and scaled strategies in active ETFs, digital assets, systematic equities and other areas. So we think that over time, we'll see the margin on fee recurring earnings driving upwards toward the trajectories of the best-in-class private market names, so think north of 50%. A couple of things. I'd remind you that we defer a portion of compensation linked to performance fees for talent retention. So in years where we see higher performance fees, we also see higher deferrals, which impact comp in future years. We continue to drive operating leverage and growth through technology and automation using the benefits of size and scale to reduce costs, strategically footprinting our business. And as we set out in the Investor Day, we're targeting that 45% or higher greater adjusted operating margin. We're delivering steady operating margin expansion before the GIP, Preqin and HPS transactions. As we talked about during the announcement of those transactions, GIP and HPS both have 50% or higher FRE margins. So that's accretive to our margin on fee-related earnings. So we think the growth in these franchises alongside the highly scaled platforms like iShares, cash, model portfolios, they can fuel higher margins on fee-related earnings and over time, our overall adjusted operating margin. And just in terms of your question, Alex, on G&A, we've talked about our financial rubric and how we aim to align organic revenue growth and controllable expenses across base salaries as well as G&A. Ultimately, I think with the long growth of markets is our structural tailwind, that's going to deliver more beta to the bottom line in op income growth and the benefits of scale to our clients and shareholders. As I mentioned on my prepared remarks, after annualizing for the impact of HPS and Preqin, we'd expect a mid-single-digit percentage increase in G&A. In 2025, we didn't see the full year impact of acquired HPS and Preqin G&A, so it will impact the year-over-year comparison in 2026. If you annualize our second half 2025 G&A results, which fully captures HPS and Preqin G&A, our 2026 expected G&A growth is in the mid-single digits. Once we've lapped the 2026 results with a full year of integrated expense in our results, we expect you'll continue to see controllable expenses within organic base fee growth as we drive our 2030 strategy forward. That implies future years are in the mid-single-digit percentage growth. Operator: Your next question comes from Ken Worthington of JPMorgan. Kenneth Worthington: I wanted to dig a little bit further into Preqin. The alternative data business is evolving. Several alternative managers and index companies have launched private market partnerships over the last few quarters with plans to launch various private market indices. How should we view the evolution of Preqin and BlackRock's initiatives around private market data? And what sort of outlook do you see for Preqin and BlackRock to participate in investable alternative indices? Martin Small: Thanks. I'd start with, we're basically 9 months plus past the close of Preqin. The integration has really been terrific. We're very excited about the plans going forward. The 4 big things to do as part of bringing Preqin into BlackRock is, first, expanding the distribution, obviously, of world-class Preqin data across our client base. The second is the build-out of data and models for private markets using the Preqin data, creating that great ecosystem where you have data and models being able to power how asset allocators think about investing in the private markets, how they think about benchmarking and comparing returns, effectively creating the language of private markets, both in risk models and in data. The third is enriching the data and building scale in the data factory. And then the fourth is the opportunity you're touching on, which we think is the larger long-term opportunity of leveraging our engines in Aladdin and iShares to build the machine for the indexing of the private markets. And when I think about what the creation of public markets did to drive stock markets, which especially we see through iShares, we think BlackRock and Preqin to do that for the private markets. We see that opportunity as being particularly compelling. We're working on building investable indices that we hope to bring to market here in the next few years. And I think the real opportunity is to try to standardize index rules, to try to standardize pricing frameworks and ultimately publication so that you can create markets and transparency that ultimately can power futures contracts, can ultimately power iShares. And that's a big part of our strategy in the overall growth of Preqin. Laurence Fink: Let me add one other point. Because more and more insurance companies, more and more pension funds and sovereign funds are deploying more and more private market strategies and more wealth managers are anticipating more private market strategies, the need to have a comprehensive risk management platform is even more imperative. So having a separate risk management system only for private markets is not going to be workable. And I think what Aladdin is bringing across the world or the spectrum of public and private markets, we're in a position of very large growth. And you saw that in our ACV growth in 2025. And we expect that to continue over the coming years. The need to have a comprehensive risk platform. And especially if the Department of Labor approves the utilization of private markets in the 401(k), in the defined contribution business, each and every firm is going to have to validate and authenticate the risk that is being implied when they add private markets. We are still going to have to live under some prudent ruling, maybe still a fiduciary ruling of some sort, we don't know. But I can say with absolute certainty, the need to have a comprehensive risk tools to understand the risk associated with adding private markets to a -- what is -- all public market portfolio is imperative. And so the need for a platform like Aladdin has never been greater, especially with the addition of private markets in the defined contribution space. Operator: Your next question comes from Dan Fannon with Jefferies. Daniel Fannon: So just a question on private credit. I was hoping you could first disclose what the HPS flows were in the quarter. And then more broadly, how you're thinking about the outlook for growth given the headlines and news flow around this asset class. Has that changed at all as we think about 2026 and beyond? Martin Small: Thanks a lot. So we deployed $25 billion in 2025 across private markets, led by private credit and infrastructure. The deployment trends have been strong. We had $7 billion of private credit net inflows in the quarter, primarily due to deployment activity. We're seeing good and building momentum for private markets investing and private credit, I think, particularly. So that number, I think, is in the tables. We're generally seeing stable credit conditions across the main HPS strategies that today form the core of our private credit platform. We think some of the headlines that we've read often highlight isolated stress points rather than painting the full picture. But we generally see stable credit conditions across the portfolios that we're managing. But I think the context is critical, like defaults and losses in the non-IG direct lending to corporates have been abnormally low for years following low rates. Default rates in the broader leveraged loan market are averaging slightly below the long-term average of 3%. And in economic slowdowns, like default rates rose to 4% to 5%, the all-time peak in the GFC hit 15% on an issuer weighted basis. And so direct lending defaults are rising but they remain in historical ranges. So I think we see this period, as do many of the other firms, as a period of expected catch-up following a long period of very low defaults. So returning to normal defaults is something I think we expect. When we look through the universe of BDC loans, the $400 billion across 20,000 loans sitting in the valuation databases, we see nonaccruals that are inside the historical average. We see PIK as a percentage of total interest income in line with historical norms, recovery rates that are in line with historical norms. The data does show some stratification between smaller companies and larger companies. So a $0 to $50 million EBITDA company looks very different than a $100 million to $200 million EBITDA company in terms of the ability to generate earnings. So I think going forward, it's not that there's nothing to see here. It's just that we'd expect smaller borrowers, particularly those that were financed at very high or peak valuations and capital structures that didn't contemplate a 3% to 4% neutral rate, those are the credits that we'd expect to be more challenged. The HPS teams have focused very consistently over the years on larger companies. The weighted average EBITDA on the HLEND portfolio is about $250 million. But these are lending businesses. There will be normalized default rates through cycles. And I think the team is very fond of saying the promise of private credit is not that there will be no defaults, it's that detailed credit work is going to be rewarded and that lenders will be in a better position to maximize recoveries. We continue to see good flows. We had strong gross subscriptions of $1.1 billion in the fourth quarter in HLEND. Redemptions were 4.1%, which was higher than recent quarters but in line with the broader industry. I think a mix of factors affected the Q4 flows. There's generally elevated seasonal redemptions. There was media attention, some profit taking. And then I think forward expectations on lower base rates also plays in. But still, most BDCs posted positive flows. In our Preqin survey data, we see the structural pipeline for private credit fundraising and deployment as intact. In the Preqin data, over 80% of investors plan to maintain or increase their allocations to private credit in the next 12 months. It's just becoming a more standard part of overall fixed income allocations to provide income and diversification. Operator: Your next question comes from Ben Budish with Barclays. Benjamin Budish: Maybe just following up on Dan's question. Just curious if you could provide a little bit more color on your expectations for the wealth channel more generally in 2026. HLEND, obviously, some good, if not better than average trends in Q4. What's the latest you're hearing from advisers? For GIP, I know there was some press indicating that there were maybe some challenges getting a product off the ground. So just curious if there's anything you can share there. And then I think in the prepared remarks, you talked about model portfolios using private markets. So anything you can share in terms of what those products might look like, what we should expect in terms of timing would be helpful. Martin Small: Sure. I'll give that one a go. I'd start with the framing that, again, at our Investor Day, we discussed how our platform was going to target $400 billion in gross fundraising from 2025 through 2030. We raised over $40 billion in private markets in 2025. And we're entering '26, I think, with strong momentum, very excited about the integrated public private capabilities that now include GIP, HPS and Preqin. In private wealth and retail channels, we currently have the flagship private credit BDC HLEND, as you mentioned, been raising about $1 billion a quarter. And we have semi-liquid strategies in senior secured loans, junior capital and broadly syndicated loans. In '40 Act interval and tender offer funds, we have multi-strategy credit and private equity solutions that combine for about $1 billion in AUM under the tickers CREDX and BPIF. And in Europe, we recently launched multi-alternative solutions products using the LTIP vehicles, which stand at sort of $600 million plus in AUM, generally offered through private banks and retirement plans. Looking ahead, as Larry mentioned, we're bringing an H Series of vehicles to the market for private wealth and retail channels over the course of '26. The H Series is going to give investors access to key private markets building blocks, direct lending, junior capital, real assets, triple net lease, private equity solutions. And at our Investor Day, we set out a goal to grow the private markets to wealth series of products to at least $60 billion of AUM by 2030. So I think you'll see here in the near term, a real asset strategy coming to market in the U.S., European direct lending to European private wealth clients and following with triple net lease and other strategies in the U.S. later this year. Operator: Ladies and gentlemen, we have reached the allotted time for questions. Mr. Fink, do you have any closing remarks? Laurence Fink: Thank you, operator. I want to thank all of you for joining us this morning and for the continued interest in BlackRock. Our results in 2025 validate the power of our integrated platform and the strength of our positioning with clients. We enter 2026 with differentiated momentum and opportunities ahead for us. I think we're well positioned to deliver for our clients and in turn, create longer-term value for our shareholders. Everyone, have a very good first quarter and enjoy the winter. Operator: This concludes today's teleconference. You may now disconnect.
Operator: Good day, and welcome to Cogeco Inc. and Cogeco Communications Inc. Q1 2026 Earnings Conference Call. Today's conference is being recorded. At this time, I would like to turn the conference over to Mr. Patrice Ouimet, Chief Financial Officer of Cogeco Inc. and Cogeco Communications Inc. Please go ahead, Mr. Ouimet. Patrice Ouimet: So good morning, and welcome to our first quarter results conference call. So as usual, before we begin the call, I'd like to remind listeners that today's discussion will include estimates and other forward-looking information. We ask that you review the cautionary language in the press release and MD&A issued yesterday as well as in our annual reports regarding the various risks, assumptions and uncertainties that could cause our actual results to differ. With that, I will pass the line to Fred Perron for opening remarks. Frederic Perron: Mercy, Patrice. Good morning, everyone, and a warm Happy New Year. Our consolidated results for the quarter were in line with our plan as well as what we had mentioned to you last quarter, and we're on track to deliver our guidance for the full year for all KPIs. In the U.S., our turnaround is working. We've materially improved our subscriber trends for a second consecutive quarter, just as we said we would, translating into our best U.S. customer metrics in the past 15 quarters and we're just getting started. Our goal is now to grow our customer base across our entire U.S. operation on a repeatable basis. We had told you that this was the goal for Ohio in the past, and we're now delivering on that. So we're now further raising our ambition in light of our latest plans and progress. We won't be hitting that new ambition next quarter quite yet, but it is within realistic reach in the medium term. It's important to remind everyone of a few key points about our American business. First, in half of our U.S. footprint, our penetration is still below 20%, which gives us ample room to keep growing our customer base in those areas and offset any losses in other regions. Second, we're making great progress at selectively upgrading our network in a capital-efficient manner including the launch of 2.5 gigabit speeds during the quarter, which is helping us protect and grow our business in key areas. Third, we're still in the process of ramping up new sales channels and beefing up important marketing capabilities. We're also launching an oxio-like fully digital second brand next month. Thanks to the above points and more, we're confident about materially improving financial trends for our U.S. business starting in the second half of this year. This was already recognized by Moody's and S&P, who both improved their outlook on our debt in recent weeks, while DBRS reaffirmed its stable outlook. In Canada, our performance remains solid and resilient with positive year-on-year EBITDA trends. We continue to consistently grow our customer base and our wireless subscriber growth is also going well. Wireline competitive intensity got a little heated in some of our markets during Black Friday and through the holidays. So we expect a more modest wireline customer growth in the upcoming Q2, but this remains manageable overall from a revenue perspective. Before turning to our radio operations, I'd like to reflect on yesterday's report released by the commission for complaints for telecom and television services, which ranked Cogeco as the best telecommunications company in Canada in terms of customer complaint reduction when aggregating brands. In a year where complaints within the telecom industry rose by 17%, Cogeco made significant progress in improving its customer service, which has resulted in a leading 15% reduction in customer complaints versus the prior year, a 25% reduction in billing complaints and no reaches to the Internet code. At Cogeco Media, Q1 revenue increased again this quarter on a year-over-year basis, lifted by strength in our digital advertising solutions and continued listener engagement. So in closing, I'd summarize our overall situation by saying that our 3-year transformation is on track, that our Canadian performance is resilient and solid, our U.S. turnaround is working. And last but not least, we continue to have one of the best balance sheets and cash flow profiles in the industry, which positions well -- positions us well to keep increasing shareholder value over time just as we have been. On that, I'll turn it over to Patrice for more details about our results. Patrice Ouimet: So thank you, Fred. So in Canada, Cogeco Connexion's revenue was stable in the first quarter as we had a mix of a higher Internet subscriber base, which added 8,900 Internet subscribers during the quarter, and lower revenue per customer from fewer video and wireline phone subscribers. Adjusted EBITDA grew by 2% in constant currency due to stable revenue and lower operating expenses resulting mainly from cost reduction initiatives and operating efficiencies coming from our 3-year transformation program. We added 1,100 homes passed during the quarter, mainly with fiber-to-the-home under a network expansion program. In the U.S., Breezeline's revenue declined by 9.9% in constant currency due to the cumulative decline in the subscriber base over the past year, a smaller rate increase than in the prior year, along with a competitive pricing environment. The 1,100 Internet subscriber decline represents a significant improvement over the last quarter and last year, while Internet subscriber additions in Ohio recorded its best quarter since we acquired that business 4 years ago with positive growth of 2,600 subscriber additions. Adjusted EBITDA declined by 9.1% in constant currency, mainly due to lower revenue, offset in part by lower operating expenses, driven by cost reduction initiatives and operating efficiencies. Note that last year's comparative Q1 period had the highest adjusted EBITDA level of all quarters in fiscal '25. Turning to our consolidated numbers for Cogeco Communications. At the consolidated level, revenue in constant currency declined by 4.9%, and adjusted EBITDA declined by 3.7%. The adjusted EBITDA decline was driven by a decline in U.S., partially offset by growth in Canada. Diluted earnings per share declined by 12.2%, mainly due to a onetime gain recorded in the prior year that was associated with a sale and leaseback transaction as well as lower adjusted EBITDA. Capital intensity was 22.2%, up from 20.4% last year, although we are on track to hit our CapEx guidance for the year. Free cash flow in constant currency declined by 15.9% in the quarter, mainly due to proceeds from last year's sale and leaseback transaction. Our net debt to EBITDA ratio was 3.2 turns at the end of the quarter, up slightly from the 3.1 turn reported in Q4. We continue to target a net debt to EBITDA ratio in the low 3 turns range. And we've declared a quarterly dividend of $0.987 per share, which is up 7% year-on-year. At Cogeco Inc., revenue in constant currency decreased by 4.5% and adjusted EBITDA declined by 3.1%, largely explained by Cogeco Communications results. Media operations revenue increased by 8.1% year-on-year, driven by solid market positioning and growth in digital advertising solutions. And we've also declared a quarterly dividend of $0.987 per share at Cogeco Inc., which is also up 7% year-on-year. Now turning to financial guidelines. We are maintaining our annual guidelines for Cogeco Communications fiscal 2026 year, which we first provided to investors in October. As it relates to the upcoming Q2, we are expecting consolidated revenue and EBITDA in constant currency to decline in the low to mid-single digits compared to last year. The declines are explained by the U.S. business. We are, however, expecting much stronger financial performance in the U.S. in the second half of the year, as we'll benefit from improving customer trends and a new wave of in-flight cost and revenue initiatives. We expect both financial expense and acquisition integration and restructuring costs to be similar to Q1, while our depreciation expense should be slightly lower than in Q1. At Cogeco Inc., we are maintaining the financial guidelines as well. And now, Fred and I will be happy to take your questions. Operator: [Operator Instructions] And your first question comes from the line of Aravinda Galappatthige from Canaccord Genuity. Aravinda Galappatthige: Maybe just to clarify on the Q2 guide, Patrice, is it fair to suggest that the U.S. numbers you don't expect like any sort of variance to what we saw in Q1 and Q4, sort of high single-digit declines? And then maybe just to build on that, can you also talk to the sort of the degree of improvement that you expect in the second half? I mean is it within the realm of possibility that you sort of get even towards breakeven as you exit fiscal '26? Maybe I'll just stop there. Patrice Ouimet: Yes, Aravinda. So as part of Q2 with the information we provided at a consolidated level, I think it's a fair assumption to assume that the U.S. business will be in a similar position than in Q1, obviously, plus or minus some changes there. But definitely, where we expect the change is in the second half. And when we think about the second half of the year, we've been losing some customers historically in the U.S. But when you look at the past 2 reported quarters, the situation has improved quite a bit. So that will play into it. We do have some price increases that kick in, in a different periods in January. So that will play a role into -- especially in Q3 and Q4. And we have a number of other elements in terms of cost improvements and some other revenue measures that are going to kick in during the second half of the year. So that's what explains basically the change. Frederic Perron: Yes. And Aravinda, it's Fred. Those initiatives that Patrice is alluding to that will kick in, in the second half. They're all quantified. They're all on track. They're all in delivery right now. So we feel pretty solid. I know the other part of your question was, can we expect a positive year-on-year EBITDA exit rate in the U.S. by the end of the year? Patrice, I don't know if you want to... Patrice Ouimet: Yes. I think it's still a bit early days to think about individual quarters, but definitely trending towards a neutral position is -- for those quarters is a good assumption, what I said the last quarter, but again, it's still a bit early days to talk about just one particular quarter. Aravinda Galappatthige: And then for Canada, Fred, I think you alluded to the prospect of maybe just a slightly muted broadband trends in Q2. We obviously did see some activity even from your end. Maybe just sort of characterize for us what -- where you're seeing that pressure? Is it more on the legacy side? Or is it -- are you perhaps not seeing as much tailwind from the other sources, oxio and your broadband -- your rural expansions? Maybe a little bit more context there. . Frederic Perron: Sure. Oxio is still going very strong, mostly in our current footprint at good margins. And that gives us a lot of optimism about launching an oxio-like brand in the U.S. as well, and we can talk about that later. So that's still strong. Network expansion is still early days. Our Ontario programs are being dragged a little bit over time due to permitting things. So that will take some time before it kicks in. As it relates to the legacy business, the way I would characterize it is the end of our Q1 and the Q2 that we're in right now appears to be a period of experimentation by the different players, whether it's dabbling into resale or some promotional activity during Black Friday. So it's been a little up and down. The past couple of weeks have been better but -- and therefore, we're calling for a more muted growth in Q2, but I wouldn't see it as the new normal. Aravinda Galappatthige: And just lastly, maybe just on the take-up on the wireless side of the business in Canada, again, very early days, but you ran a fairly attractive promotion for a while. Any kind of feedback that you care to share would be useful. Frederic Perron: Yes. Wireless Canada is going really well. Our baseline pricing is in line with the rest of the market, where we have promotions, it was an introductory promotion because we were launching the product in the fall. But it was a promotion for one year on the first line only. And the sales are going so well right now that we've already done 2 pullbacks on that introductory offer. So we don't offer a free line for a year anymore. So we're already in the process of pulling back on those introductory promotions because the sales are going so well. Operator: And your next question comes from the line of Vince Valentini from TD Securities. Vince Valentini: First, let's stick with that wireless. Can you give us any color of what strong means to you? Like are you over 20,000 subscribers in wireless in Canada? I mean I think we're all grasping with what your definition of strong is? Frederic Perron: Vince, the -- we don't disclose our wireless numbers. It's relative to our internal targets. It will take a couple of years before our wireless customer base to be material and really benefit our bottom line. But when you look at what some of the U.S. cables are doing after a few years of being into wireless, it's really a needle mover to their EBITDA positively. But I would not expect much of an impact in the short term, but we're not yet at a place of disclosing the customer base. Vince Valentini: Okay. And on the competition in Canada, you were just talking about, can you unpack it all? Is it a fixed wireless aggression problem or you mentioned TPIA? Is it more the TPIA or just traditional Bell competition? And a sub-question on that. If it -- to the extent you're seeing TPIA experimentation, are you seeing that of somebody reselling your networks or you're at least getting the wholesale fee? Or are you seeing that on the telco fiber network? Frederic Perron: Sure. Happy to answer the question. If you unpack FWA resell and just normal promotional activity, FWA is not having an impact on us. We track churn reasons. And I know some of the advertised prices can be eye-popping on FWA, but we're really not feeling it. On resale, yes, it does seem to be a phase of experimentation. As I said, the past couple of weeks have been a bit better. Hopefully, people will realize that it's not good for anybody. But to your other question, yes, a big chunk of that resale activity shows back up in wholesale revenue for us. So while the subscriber metrics may be more muted, that's why I was saying that in my introductory comments that it's manageable from a revenue perspective. And then in terms of normal promotional activity, yes, it popped up during Black Friday and the holidays. But let's see how it evolves. It may just be a point in time thing. Vince Valentini: Switching to the improving trend in the U.S. Internet subs. You say you won't get back to positive sub adds in the second quarter, but you're still trending well. Can you frame this at all? Like should we be thinking about another quarter with only losing 1,000 or 2,000 Internet subs? Or was there something unusually strong in the first quarter that can't be replicated and maybe you slip back to 4,000 or 5,000 sub losses? Frederic Perron: Without going too precise because we're still in the quarter, right? But the second quarter, I do expect some losses maybe a little bit more than the current quarter, but it's yet to be seen. But no, it was not an unusual phenomenon in the first quarter. The trends are sustainable. And in fact, after the second quarter, we see a clear line of sight to the improvement trend resuming. We have enough quantified measures in place to believe that, that will be the case and turning positive in totality in the U.S. on HSI subs on a repeatable basis is now something we believe is realistic and is our goal in the medium term. Vince Valentini: Excellent. And last one, if I could. Very nice to see the rating warnings, whatever you call them, removed from Moody's and S&P. Does that now free you up to consider using your free cash flow and balance sheet strength for share buybacks? I mean, as I'm sure you appreciate, if you're still on track for $600 million or more in free cash flow in fiscal 2027, that's an incredible free cash flow yield and a lot of excess cash after paying your dividend. Do you think about starting to use that as opportunistically to buy back shares? Patrice Ouimet: Yes. So as we go through fiscal '26, we're still going to concentrate on reducing debt. We're still slightly higher than the 3x target. When you look also at the ratings on the debt, there is an expectation as well of continued decrease in leverage. That being said, as we get to next fiscal year, to your point, which starts in September, then we do expect to have hit that target and also have visibility on strong free cash flow next year. And that's a discussion we'll have definitely at that point internally on what do we do with the excess cash? Do we resume a buyback program that we've run for many years in the past. So that's a possibility for sure. Do we repay more debt. We do a mix of both. But I would say it's not something in the shorter term, but it's going to come -- that discussion will come soon enough. Vince Valentini: Okay. I appreciate that, Patrice. Just to state the obvious, hopefully, it's obvious. I mean your dividend yield is higher than your cost of debt. So buying back shares still has a cash-on-cash benefit, which hopefully, the rating agencies would appreciate. And certainly, I know the equity market would appreciate, but I leave it to you guys and I will pass the line. Operator: And your next question comes from the line of Maher Yaghi from Scotiabank. Maher Yaghi: [Foreign Language] I just wanted to ask you first on your oxio strategy. I know there's probably a lot more to say when you actually launch it in the U.S., but it's been quite successful for you as a brand in Canada. And the idea to replicate that in the U.S., obviously makes sense. I just wanted to ask you, is the goal for the oxio-like brand in the U.S. is to sell a service in territory only or also out of territory like you are doing in Canada? Frederic Perron: [Foreign Language] Maher, it's Fred. Thank you for the question. We are indeed super excited about the launch of an oxio-like brand in the U.S. The short answer to your question is it's in territory only in the U.S. But when you look at the upside potential, oxio in territory is already doing so well for us in Canada. We've reported our best subscriber performance in Canada in the past 13 years. Last quarter and this quarter was solid as well and oxio is a big part of that. Now if you contrast Canada and the U.S., the opportunity is even bigger in the U.S. because in Canada, our penetration on Cogeco is already in the low 40s percent. But in the U.S. in totality, we're in the low 30s. And in half of our footprint, we're below 20% penetration. So you just start thinking about the possible upside from such a second brand, and it gets pretty exciting. Maher Yaghi: Okay. Okay. My second question is on the improving trends in the U.S. on the subscriber side. Obviously, it was quite noticeable in Q1 compared to a year ago. But I just wanted to understand what you are giving up to improve those subs because you're kind of doing pretty much the same strategy that Charter and Comcast are doing in the U.S., which is repricing your base or repricing the offers in the marketplace for your Internet service. For example, I can see you're selling 1 gig for $45 a month in Ohio right now and the first month is free. That service used to be $75 a couple of months ago. So in -- when I think about the objective here, how should we think about ARPU progression or the ARPU negative impact in the U.S. as you reprice your product to improve subs. And when we come out of this transition, where do you expect revenue growth to land at? Frederic Perron: Okay. Maher, it's Fred again. I'll start answering and maybe Patrice will want to add a little bit on this one. First of all, when you look at our year-on-year decline in ARPU, it's not because of a massive drop in acquisition prices for new customers. It's because mainly of cord cutting. So we're cutting -- some customers are cutting the cord on TV, and TV itself has a higher ARPU than our Internet product, but it comes with very little margins. So I would say that's the main driver. There is a bit of promotional activity for sure. And it is a fact, to your point, that new customers come in at a lower ARPU than existing customer, that's true in Canada as well. But our improvement in our PSU trends that we're reporting this quarter is not because of any massive change on that front. We just stay along with the market, and there has not been a massive change in pricing. Our improvement comes from execution. It comes from beefing up some sales channels that were previously underexploited, especially in those areas where our penetration is below 20%. And it comes from simplifying our pricing as opposed to reducing it. So that's how I'd characterize it. Patrice? Patrice Ouimet: No, I think you summed it well. Happy to take other questions, but I think these were the main points. Maher Yaghi: Yes. So I did look into the mix of PSUs that you have in the U.S. And when I look at Q1 '25, about 25% of your PSUs were on video. And in Q1 this year, it's 24%. So -- and then on home phone, it was 12% last year and 12% this year. So obviously, there's slightly less video as a percent of the overall PSU base in this quarter versus last year's Q1, but it hasn't moved that much. So I'm trying to figure out what's driving the 4% price decline per PSU in the U.S.? And when should we expect that to improve? Frederic Perron: Yes. So the -- what this analysis doesn't show, Maher, is which segments of TV customers are losing versus those that we're adding. So in many cases, we're losing the higher ARPU TV customers, and we're adding lower ARPU ones. So it would get into a pretty detailed analysis, and I'm sure you can talk about it with Patrice on the follow-up calls, but we've analyzed this in and out and cord cutting is the main driver of the ARPU decline. Of course, to your point, new customers also do come in on promotional rates, at a lower rate, and that's also a factor. But our point is simply that the improvement in Q1 is not due to any material change in that trend. Maher Yaghi: Okay. One last question. In terms of the growth that we're seeing in Canada, obviously, quite noticeable as well. How should we think about these net adds on broadband in Canada as -- from a sustainability point of view? And can you maybe tell us what's giving you the advantage to load as many customers as you are? Is it oxio or the Cogeco brand is also successful in the marketplace these days? Frederic Perron: In prior quarters, including this one, it was a combination of both. It depends quarter-by-quarter. Sometimes network expansion helped, less so in more recent quarters. The Cogeco brand has held its own over time. And then it's really oxio that's helped generated, I would say, differentiated growth in Canada versus some of our peers. And that's why we're so excited about an oxio brand in the U.S. As it relates to moving forward, as we've said, Q2 PSU growth in Canada will be more muted, but we're recovering a lot of that in wholesale revenue. Is that the new normal? Not necessarily. It's still a stage where people are experimenting. And as I said, the past couple of weeks have been a bit better. Operator: And your next question comes from the line of Matthew Griffiths from Bank of America. Matthew Griffiths: So just going back to the U.S. broadband sub picture that you're providing. Is there a way to kind of share with us whether the improvements that you're expecting are going to be coming from reduced churn? Or you've mentioned sales channels as something that you've been working on improving. So is it a gross add difference going forward that we should be expecting as the driver? And then secondly, I think you mentioned medium term as the time period for U.S. broadband subs turning positive. Should we -- should I read medium term as like 2027? Or is it slightly further out than that? Is the next year too soon? Is that still near term? And maybe just finally on the transformation efforts, as you're progressing through this working through the second year kind of checklist for lack of a better word, like what have you -- what kind of details can you give us on what you've completed and what you're moving on to in that program? Frederic Perron: Sure. Matt, it's Fred. On your first question, the improvement in the U.S. coming from churn versus gross new sales. We have initiatives in flight to keep improving our churn management and our retention blocking and tackling. But most of the improvement will come from gross new sales. And that's the simple math of what I was saying before, which is in half of our footprint, our penetration is below 20%. So there is a real opportunity to deploy new sales channels in that footprint plus our soon to be launched second brand to materially grow our penetration in that footprint. On the definition of medium term, a handful of quarters is what we're shooting for right now. But -- so it's not past calendar 2027, but -- or even fiscal 2027, it's not beyond that. Our goal is shorter term than that. But please just give us a bit of grace on that one, and we'll get there. But it has to be -- we have to see how the competitive environment evolves and give or take a couple of quarters, but we'll get there. That's our goal. Patrice Ouimet: And on the transformation -- yes, sorry, go ahead. Matthew Griffiths: No, no, I was just -- the transformation. Patrice Ouimet: Yes. Yes. So on the transformation, I would say, to your point, we're in year 2 of the 3-year program. The first year was more focused on cost optimization, which included the reorganization of Canadian and U.S. businesses initially and a number of other elements after. We had more to do on the cost front as well, optimizing the way we operate our chatbots, IVR systems and there's a lot going on as well in the number of basically proactive maintenance and making sure we tackle issues in the systems before they become a customer-facing issue, which reduces truck rolls. So there's a lot of these things still on the map for year 2 and year 3. But I would say what's a bit newer in year 2 and 3 is more focused on revenue generation. We've talked about this before, but this was not the focus of year 1. And that has to do with the way we sell our products, the way we segment the market, the way we have contacts with the market as well, churn reduction is an element as well. As part of that as well, launching the second brand is -- the idea is to be able to tackle basically different segments of the market. It's more difficult to do with only one brand. So I would say this is -- there's a lot going on. And the last piece I would say is, as we started this a while ago, the opportunity to use AI to do some of this work was not there at that point, but it is today. So we have a heavy emphasis on actually using AI and the latest and greatest to make this happen rather than do it the traditional way. So hopefully, that gives you some hints on what we're doing today. Matthew Griffiths: That's super helpful. And maybe -- sorry, if I could ask one other thing. On the 20% share in some markets, has there been any -- I'm sure you've looked into why that is? And maybe can you share with us like why is it so low in some markets? And what in your plan addresses that why and fixes it? Frederic Perron: Okay. It comes from 3 places: first, Ohio, is the main part of that. You may remember that we bought the Ohio business 4 years ago or so. And it was already an overbuilder. So by definition, the share there was already lower and there was a loss of share, unfortunately, through the integration at the time. The second is in newly built footprint, I think it's a newly built footprint over the past few years where we see an opportunity to execute better from a sales perspective there. We're not building those new network expansions anymore. We've stopped them shortly after I was named CEO a couple of years ago, but they do under-index in terms of sales, and we're now ramping that up. And the last area is Florida, where Florida was typically focused on bulk sales, but we have a residential footprint there where we think we can deploy more sales force. So you add all those 3 things together, and that's how we get there. But Ohio is the main one. Operator: Your next question comes from the line of Drew McReynolds from RBC. Drew McReynolds: Yes. Fred, thanks for clarifying that last question. That's super helpful. Two others for me. Number one, on the Canadian broadband margins and, I guess, more importantly, the trajectory. I know revenue mix is certainly -- will drive cable margins for the industry going forward. But just would love to get your sense, really good margin performance. We see Rogers at kind of stable revenues to almost 58%. And obviously, that's a little bit of a bigger scale. But what do you see as upside kind of medium term here on Canadian margin? And then just secondly, with respect to commercial revenues, I guess, business revenues, both in Canada and the U.S., it generally looks kind of flattish. And just wondering if there's anything to flag in that segment from the perspective of cablecos in general being underpenetrated in the business market, particularly SMB. Just would like to get an update just what your growth expectations are for that segment? Patrice Ouimet: It's great. So in terms of margins, well, we've been increasing margins over the years in Canada, as you know. It comes from different elements. There's a portion that's mix, but a portion of that comes through the cost reductions that we've been able to do. So it depends on the years. But typically, like 0.5 point to 1 point has been something we've been able to do. When you throw in acquisitions, obviously, it can change the mix, but we haven't done meaningful ones recently. So when you look at this full year, I would say versus where we are in Q1, it's -- we're probably going to be in a similar place. So we've had a good increase versus last year. But I would say, yes, that's probably it. And if your question is longer term, we do think as we continue to invest in automation and improvement in our operations. I gave a few examples on the call earlier. These typically produce increasing margins as we're a lot more efficient in the way we operate. So we'll keep on working on this in the future. Frederic Perron: Business segments? Patrice Ouimet: Yes. And for the business segment, yes, it's been more flattish. This is actually an area -- I would say business for us is about 10%-ish of our business and residential is the balance. So obviously, our focus has been more on residential. We do have some focus -- I would say, a bit newer focus on commercial. So we're going to be putting some efforts there. That being said, we also don't want to go into too many products on the commercial side. Given the size of the business, it's often not worthwhile doing. So for now, I would say, yes, it's more neutral-ish, but we do feel that there is some upside in that business in both countries going forward. It will be less material than what we do in residential, though. Operator: And your next question comes from the line of Stephanie Price from CIBC. Stephanie Price: I just wanted to circle back on Ohio. So net adds in the high region improved sequentially again this quarter. Just curious about what you've done in that region to move it back to growth and your ability to use the same playbook to move to growth in the rest of the U.S.? Frederic Perron: Sure. Stephanie, without giving the entire playbook to our competitors, what I would say is we've deployed new sales channels in that footprint and we're not done doing that. That's number one. Number two, we've simplified our pricing. Customers were telling us that our pricing was too complicated before. So we've made it more transparent, more simple. And then there's other blocking and tackling around analytics, customer base management, more refined targeting both of new customers and existing customers for upsell and retention. And then, of course, last but not least, that's the obvious place to start with our second brand. That's not in the results yet, but that's going to be in the future results. Stephanie Price: And then you mentioned in the U.S. penetration below 20%. One of the reasons was newly built out footprint. It looks like you added about 3,000 homes passed in the quarter in the U.S. Maybe you can talk a little bit about the opportunity there. Frederic Perron: Yes. I wouldn't say -- we're not building much any more new footprint, Stephanie, in the U.S. That's something that we've stopped just because of the nature of the market. Any numbers that you see such as that 3,000 is more the residual impact of either prior long-standing projects being completed or residual commitments to some local government but we're not starting many new projects on that front. The opportunity is on filling the pipe, so to speak, and deploying some of the same tactics that I was talking about in your Ohio question in that footprint as well. Operator: [Operator Instructions] And your next question comes from the line of Jerome Dubreuil from Desjardins. Jerome Dubreuil: First one, another one on the subscriber trends in the U.S. going forward. You seem quite confident on that front. I'm wondering if on top of the operational efficiencies that you're planning to roll out, is there any change on the pace of fiber building in your footprint that you have noticed maybe that leads you to this forecast? Frederic Perron: The forecast goes mostly from the execution things, Jerome, that we've been talking about on this call. I would describe the competitive environment as steady with some puts and takes. But it's true that fiber penetration used to be nowhere in the U.S., and we're getting closer over time to what would be a stability point, the same way we've experienced that in Canada in the past and navigated it quite well. But I would say, by and large, it's the different measures that we've been explaining on this call. Jerome Dubreuil: Okay. Great. Second one for me. Consolidated CapEx in the quarter was pretty much where we expected it to be. But there was quite a shift out of the U.S. and into Canada. I'm wondering if there's something to unpack there or if it's more of a timing thing? Patrice Ouimet: Yes, it's more of a timing thing. The CapEx by quarter can be more volatile, but there was more CPE spend in Canada this quarter, which we won't have in the next few quarters. So I would say, overall, we're on track for the full year, but I would not take the trend of the Q1 and apply it to the full year. It's going to revert back to more normal numbers over the full year. Operator: And there are no further questions at this time. I will now hand the call back to Mr. Ouimet for any closing remarks. Patrice Ouimet: Okay. Great. So thanks for being on the call today and happy to take any other questions you have in the future. So have a good day. Operator: And this concludes today's call. Thank you for participating. You may all disconnect.
Jeff Su: Good afternoon, everyone, and welcome to TSMC's Fourth Quarter 2025 Earnings Conference and Conference Call. My name is Jeff Su, TSMC's Director of Investor Relations and your host for today. Today's event is being webcast live through TSMC's website at www.tsmc.com, where you can also download the earnings release materials. If you are joining us through the conference call, your dial-in lines are in listen-only mode. The format for today's event will be as follows: First, TSMC's Senior Vice President and CFO, Mr. Wendell Huang, will summarize our operations in the fourth quarter 2025, followed by our guidance for the first quarter 2026. Afterwards, Mr. Huang and TSMC's Chairman and CEO, Dr. C.C. Wei, will jointly provide the company's key messages. Then we will open both the floor and the line for the question-and-answer session. As usual, I would like to remind everybody that today's discussions may contain forward-looking statements that are subject to significant risks and uncertainties, which could cause actual results to differ materially from those contained in the forward-looking statements. Please refer to the safe harbor notice that appears in our press release. And now I would like to turn the microphone over to TSMC's CFO, Mr. Wendell Huang, for the summary of operations and the current quarter guidance. Jen-Chau Huang: Thank you, Jeff. Good afternoon, everyone. Thank you for joining us today. My presentation will start with financial highlights for the fourth quarter of 2025 and a recap of full year 2025. After that, I will provide the guidance for the first quarter of 2026. Fourth quarter revenue increased 5.7% sequentially in NT, supported by strong demand for our leading-edge process technologies. In U.S. dollar terms, revenue increased 1.9% sequentially to TWD 33.7 billion, slightly ahead of our fourth quarter guidance. Gross margin increased by 2.8 percentage points sequentially to 62.3%, primarily due to cost improvement efforts, favorable foreign exchange rate and high capacity utilization rate. The operating expenses accounted for 8.4% of net revenue compared to 8.9% in the third quarter of '25 due to operating leverage. Thus, operating margin increased sequentially by 3.4 percentage points to 54%. Overall, our fourth quarter EPS was TWD 19.5 and ROE was 38.8%. Now let's move on to revenue by technology. 3-nanometer process technology contributed of 28% of wafer revenue in the fourth quarter, while 5-nanometer and 7-nanometer accounted for 35% and 14%, respectively. Advanced technologies, defined as 7-nanometer and below, accounted for 77% of wafer revenue. On a full year basis, 3-nanometer revenue contribution came in at 24% of 2025 wafer revenue, 5-nanometer, 36% and 7-nanometer, 14%. Advanced technologies accounted for 74% of total wafer revenue, up from 69% in 2024. Moving on to revenue contribution by platform. HPC increased 4% quarter-over-quarter to account for 55% of our fourth quarter revenue. Smartphone increased 11% to account for 32%. IoT increased 3% to account for 5%. Automotive decreased 1% to account for 5%, while DCE decreased 22% to account for 1%. On a full year basis, HPC increased 48% year-over-year. Smartphone, IoT and automotive increased by 11%, 15% and 34%, respectively, in 2025, while DCE remains flat. Overall, HPC accounted for 58% of our 2025 revenue. Smartphone accounted for 29%. IoT accounted for 5%, automotive accounted for 5% and DCE accounted for 1%. Moving on to the balance sheet. We ended the fourth quarter with cash and marketable securities of TWD 3.1 trillion or USD 98 billion. On the liability side, current liabilities increased by TWD 182 billion quarter-over-quarter, mainly due to the increase of TWD 95 billion in accrued liabilities and others and the increase of TWD 61 billion from the reclassification of bonds payable to current portion. In terms of financial ratios, accounts receivable days increased by 1 day to 26 days. Inventory days remained steady at 74 days. Regarding cash flow and CapEx, during the fourth quarter, we generated about TWD 726 billion in cash from operations, spent TWD 357 billion in CapEx and distributed TWD 130 billion for first quarter '25 cash dividend. Overall, our cash balance increased TWD 297 billion to TWD 2.8 trillion at the end of the quarter. In U.S. dollar terms, our fourth quarter capital expenditures totaled TWD 11.5 billion. Now let's look at the recap of our performance in 2025. Thanks to the strong demand for our leading-edge process technologies, we continue to outperform the foundry industry in 2025. Our revenue increased 35.9% in U.S. dollar terms to TWD 122 billion or increased 31.6% in NT dollar terms to TWD 3.8 trillion. Gross margin increased 3.8 percentage points to 59.9%, mainly reflecting a higher capacity utilization rate and cost improvement efforts, partially offset by an unfavorable foreign exchange rate and margin dilution from our overseas fabs. With operating leverage, our operating margin increased 5.1 percentage points to 50.8%. Overall, full year EPS increased 46.4% to TWD 66.25 and ROE increased 5.1 percentage points to 35.4%. In 2025, we generated TWD 2.3 trillion in operating cash flow, spent TWD 1.3 trillion or USD 40.9 billion on capital expenditures. As a result, free cash flow amounted to TWD 1 trillion, up 15.2% from 2024. Meanwhile, we paid TWD 467 billion in cash dividends in 2025, up 28.6% year-over-year as we continue to increase our cash dividend per share. TSMC shareholders received a total of TWD 18 cash dividend per share in 2025, up from TWD 14 in 2024, and they will receive at least TWD 23 per share in 2026. I have finished my financial summary. Now let's turn to our current quarter guidance. We expect our business to be supported by continued strong demand for our leading-edge process technologies. Based on the current business outlook, we expect our first quarter revenue to be between USD 34.6 billion and USD 35.8 billion, which represents a 4% sequential increase or a 38% year-over-year increase at the midpoint. Based on the exchange rate assumption of USD 1 to TWD 31.6, gross margin is expected to be between 63% and 65%, operating margin between 54% and 56%. Lastly, our effective tax rate was 16% in 2025. For 2026, we expect our effective tax rate to be between 17% and 18%. This concludes my financial presentation. Now let me turn to our key messages. I will start by talking about our fourth quarter '25 and first quarter '26 profitability. Compared to third quarter, our fourth quarter gross margin increased by 280 basis points sequentially to 62.3%, primarily due to cost improvement efforts, a more favorable foreign exchange rate and a higher overall capacity utilization rate. Compared to our fourth quarter guidance, our actual gross margin exceeded the high end of the range provided 3 months ago by 130 basis points, mainly as we delivered better-than-expected cost improvement efforts. In addition, the actual fourth quarter exchange rate was USD 1 to TWD 31.01 as compared to our guidance of USD 1 to TWD 30.6. We have just guided our first quarter gross margin to increase by 170 basis points to 64% at the midpoint, primarily driven by continued cost improvement efforts, including productivity gains and a higher overall capacity utilization rate, partially offset by continued dilution from our overseas fab. Looking at full year 2026, given the 6 factors, there are a few puts and takes I would like to share. On the one hand, we expect our overall utilization rate to moderately increase in 2026. N3 gross margin is expected to cross over to the corporate average sometime in 2026, and we continue to work hard to earn our value. In addition, we are leveraging our manufacturing excellence to drive greater productivity in our fabs to generate more wafer output. We are also increasing a cross-node capacity optimization, which includes flexible capacity support among N7, N5 and N3 nodes to support our profitability. On the other hand, as the scale of our overseas expansion grows, we continue to forecast the gross margin dilution from the ramp-up of overseas fabs in the next several years to be between 2% to 3% in the early stages and widen to 3% to 4% in the latter stages. Furthermore, the initial ramp-up of our 2-nanometer technology will start to dilute our gross margin in the second half of the year, and we expect between 2 to 3 percentage -- percent dilution for the full year of 2026. Finally, we have no control over the foreign exchange rate, but that may be another factor in 2026. Next, let me talk about our 2026 capital budget and depreciation. At TSMC, a higher level of capital expenditures is always correlated to the high-growth opportunities in the following years. With our strong technology leadership and differentiation, we are well positioned to capture the multiyear structural demand from the industry megatrends of 5G, AI and HPC. In 2025, we spent USD 40.9 billion as compared to USD 29.8 billion in 2024 as we began to raise our level of capital spending in anticipation of the growth that will follow in the future years. In 2026, we expect our capital budget to be between USD 52 billion and USD 56 billion as we continue to invest to support our customers' growth. About 70% to 80% of the 2026 capital budget will be allocated to advanced process technologies. About 10% will be spent for specialty technologies and about 10% to 20% will be spent for advanced packaging, testing, mask making and others. Our depreciation expense is expected to increase by high teens percentage year-over-year in 2026, mainly as we ramp our 2-nanometer technologies. Even as we invest in the future growth with this level of CapEx spending in 2026, we remain committed to delivering profitable growth to our shareholders. Finally, let me talk about TSMC's long-term profitability outlook. As a foundry, our biggest responsibility is to support our customers' growth, and we always view them as partners. Having said that, we are in a very capital-intensive business. In the last 5 years alone, our CapEx totaled USD 167 billion. Our R&D investments totaled USD 30 billion. Therefore, it is important for TSMC to earn a sustainable and healthy return as we continue to invest in leading -edge specialty and advanced packaging technologies to support our customers' growth. Today, we face increasing manufacturing cost challenges due to the rising cost of leading nodes. For example, the cost of tools are becoming more expensive and process complexity is increasing. As a result, the CapEx dollar required to build 1,000 wafer per month capacity of N2 is substantially higher than 1,000 wafer per month capacity for N3. The CapEx per k cost for A14 will be even higher. We also faced additional cost challenges from expansion of our global manufacturing footprint, new investments in specialty technologies and inflationary costs. These all lead to a higher level of CapEx spending. As a result, in the last 3 years, our CapEx dollars amount totaled USD 101 billion, but is expected to be significantly higher in the next 3 years. Having said that, we continue to work closely with our customers to plan our capacity while sticking to our disciplines to ensure a healthy overall capacity utilization rate through the cycle. Our pricing will remain strategic, not opportunistic to earn our value. We will work diligently with our suppliers to drive greater cost improvements. We will also leverage our manufacturing excellence to generate more wafer output and drive greater a cross node capacity optimization in our fab operations to support our profitability. By taking such actions, we believe a long-term gross margins of 56% and higher through the cycle is achievable, and we can earn an ROE of high 20s percent through the cycle. By earning a sustainable and healthy return, even as we shoulder a greater burden of CapEx investment for our customers, we can continue to invest in technology and capacity to support their growth while delivering long-term profitable growth to our shareholders. We also remain committed to a sustainable and steadily increasing cash dividends per share on both an annual and quarterly basis. Now let me turn the microphone over to C.C. C.C. Wei: Thank you, Wendell. Good afternoon, everybody. First, let me start with our 2026 outlook. In 2025, we observed robust AI-related demand throughout the whole year, while non-AI end market segment bottomed out and saw a mild recovery. Concluding 2025, the Foundry 2.0 industry, which we define as all logic wafer manufacturing, packaging, testing, mask making and others increased 16% year-over-year. Supported by our strong technology differentiation and broad customer base, TSMC's revenue increased 35.9% year-over-year in U.S. dollar terms, outperforming the Foundry 2.0 industry growth. Entering 2026, we understand there are uncertainties and risk from the potential impact of tariff policies and rising component prices, especially in consumer-related and price-sensitive end market segment. As such, we will be prudent in our business planning while focusing on the fundamentals of our business to further strengthen our competition position. We forecast the Foundry 2.0 industry to grow 14% year-over-year in 2026, supported by robust AI-related demand. Underpinned by strong demand for our leading-edge specialty and advanced packaging technologies, we are confident we can continue to outperform the industry growth. We expect 2026 to be another strong growth year for TSMC and forecast our full year revenue to increase by close to 30% in U.S. dollar terms. Next, let me talk about the AI demand and TSMC's long-term growth outlook. Recent development in the AI market continue to be very positive. Revenue from AI accelerator accounted for high teens percent of our total revenue in 2025. Looking ahead, we observe increasing AI model adoption across consumer, enterprise and sovereign AI segment. This is driving need for more and more computation, which supports the robust demand for leading-edge silicon. Our customers continue to provide us with a positive outlook. In addition, our customers' customers who are mainly the cloud service providers are also providing strong signals and reaching out directly to request the capacity to support their business. Thus, our conviction in the multiyear AI megatrend remains strong, and we believe the demand for semiconductor will continue to be very fundamental. As a foundry, our first responsibility is to fully support our customers with the most advanced technology and necessary capacity to unleash their innovations. To address the structural increase in the long-term market demand profile, TSMC works closely with our customer and our customers' customer to plan our capacity. This process is continuous and ongoing. In addition as process technology complexity increases, the engagement lead time with customers is now at least 2 to 3 years in advance. Internally, as we have said before, TSMC employs a disciplined capacity planning system to assess the market demand from both top-down and bottom-up approaches. We focus on the overall addressable megatrend to determine the appropriate capacity to build. Based on our assessment, we are preparing to increase our capacity and stepping out our CapEx investment to support our customers' future growth. We are also putting forward the existing fab schedule to the extent possible, both in Taiwan and in Arizona. We will also leverage our manufacturing excellence to drive greater productivity in our fabs to generate more output, convert N5 capacity to support N3 wherever necessary and focus on capacity optimization across node to maximize the support to our customers. Based on our planning framework, we raised our forecast for the revenue growth from AI accelerator to approach a mid- to high 50s percent CAGR for the 5 years period from 2024 to 2029. Underpinned by our technology differentiation and broad customer base, we now expect our overall long-term revenue growth to approach 25% CAGR in U.S. dollar terms for the 5-years period starting from 2024. While we expect AI accelerators to be the largest contributor in terms of our incremental revenue growth, our overall revenue growth will be fueled by all 4 of our growth platform, which are smartphone, HPC, IoT and automotive in the next several years. As the world's most reliable and effective capacity provider, we will continue to work closely with our customers to invest in leading-edge specialty and advanced packaging technologies to support their growth. We will also remain disciplined in our capacity planning approach to ensure we deliver profitable growth for our shareholders. Now let me talk about TSMC's global manufacturing footprint update. All our overseas decisions are based on our customers' need as they value some geographic flexibility and a necessary level of government support. This is also to maximize the value for our shareholders. With a strong collaboration and support from our leading U.S. customers and the U.S. federal, state and city government, we are speeding up our capacity expansion in Arizona and executing well to our plan. Our first fab has already successfully entered high-volume production in 4Q '24. Construction of our second fab is already complete and tool moving and installation is planned in 2026. Due to the strong demand from our customers, we are also putting forward the production schedule and now expect to enter high-volume manufacturing in the second half of 2027. Construction of our third fab has already started, and we are in the process of applying for permits to begin the construction of our fourth fab and first advanced packaging fab. Furthermore, we have just completed the purchase of a second large piece of land nearby to support our current expansion plan and provide more flexibility in response to the very strong multiyear AI-related demand. Our plan will enable TSMC to scale up an independent giga-fab cluster in Arizona to support the need of our leading-edge customers in smartphone, AI and HPC applications. Next, in Japan, thanks to the strong support from the Japan Central prefecture and the local government, our first specialty fab in Kumamoto has already started volume production in late 2024 with very good yield. The construction of our second fab has started and the technologies and ramp schedule will be based on our customers' need and market conditions. In Europe, we have received strong commitment from the European Commission and the German federal state and city government, construction of our specialty fab in Dresden, Germany is progressing in our plan. The ramp schedule will be based on our customers' need and market conditions. In Taiwan, with support from Taiwan government, we are preparing multiple ways of 2-nanometers fabs in both Hsinchu and Kaohsiung Science Park. We will continue to invest in leading edge and advanced packaging facilities in Taiwan over the next few years. By expanding our global footprint while continually invested in Taiwan, TSMC can continue to be better to be the trusted technology and capacity provider of the global logic industry for years to come. Last, let me talk about N2 and A16 status. Our 2-nanometer and A16 technologies lead the industry in addressing the insatiable demand for energy-efficient computing and almost all the innovators are working with TSMC. N2 successfully entered high-volume manufacturing in 4Q 2025, at both our Hsinchu and Kaohsiung site with good yield. We are seeing strong demand from smartphone and HPC AI applications and expect a fast ramp in 2026. With our strategy of continuous enhancement, we also introduced a N2P as an extension of N2 family. N2P features further performance and power benefits on top of N2 and volume production is scheduled for the second half of this year. We also introduced A16 featuring our best-in-class superpower rail or SPR. A16 is best suitable for specific HPC products with complex signal route and dense power delivery network. Volume production is on track for the second half 2026. We believe N2, N2P, A16 and its derivatives will propel our N2 family to be another large and long-lasting node for TSMC, while further extending our technology leadership position well into the future. This concludes our key message, and thank you for your attention. Jeff Su: Thank you, Wendell. Thank you, C.C. This does conclude our prepared statements. Jeff Su: [Operator Instructions] So now let's begin the question-and-answer session. I think we'll take the first few questions from the floor here. So why don't we start over here with Gokul Hariharan from JPMorgan. Gokul Hariharan: So C.C., it definitely feels like you have heard what your customers have said to you over the last 3, 4 months. Could you give us a little bit more color on what you're hearing from your customers' customers on demand because this is a very big step-up in the capacity commitment. There is definitely a lot of concern in the financial market, especially about whether we are in a bit of a bubble. And obviously, you are the one who is putting up all the capital in this industry. So you've definitely considered this very careful as well. So give us a little bit more detail in terms of what you're hearing from the customers and your views on the cycle, given if you think about typical semiconductor cycle, we've already probably lasted a little longer than usual cycles, but this is definitely doesn't feel like a typical semiconductor cycle. Jeff Su: Okay. Gokul, let me summarize your question for the benefit of those online and those in-person. So again, Gokul's question is really, he would like to hear C.C.'s views about the overall AI-related demand and the semiconductor cycle. So again, Gokul notes that as Wendell and you said, we are substantially stepping up our CapEx to support the customers. But he does say there is concerns about an AI bubble and risk. So part of Gokul's question is how -- what is the feedback? Any color we can share about what type of discussions and feedback we're getting from both customers and the customers' customers that C.C. mentioned. And how long do we think this cycle can last? C.C. Wei: Okay. Gokul, you essentially try to ask us, say, whether the AI demand is real or not. I'm also very nervous about it. You bet because we have to invest about USD 52 billion to USD 56 billion for the CapEx, right? If we didn't do it carefully, and that would be big disaster to TSMC for sure. So of course, I spend a lot of time in the last 3, 4 months talking to my customer and end customers' customer. I want to make sure that my customers demand are real. So I talked to those cloud service providers, all of them. The answer is that I'm quite satisfied with the answer. Actually, they show me the evidence that the AI really help their business. So they grow their business successfully and healthy in their financial return. So I also double check their financial status. They are very rich. That sounds much better than TSMC. So no doubt, I also asked specifically that what's application, right? I mean that's -- for one of the hyperscalers, they told me that, that helped their social media software. And so the customer continue to increase. So I believe that. And with our own experience in the AI application, we also help to our own fab to improve the productivity. As I mentioned, 1 time say that 1% or 2% productivity improvement, that is free to the TSMC. And that's where also our gross margin is a little bit satisfied even if this very high post period of time. And so all in all, I believe in my point of view, the AI is real, not only real, it's starting to grow into our daily life. And we believe that is kind of -- we call it AI megatrend, we certainly would believe that. So you -- another question is can the semiconductor industry to be good for 3, 4, 5 years in a row, I'd tell you the truth, I don't know. But I look at the AI, it looks like it's going to be like an endless, I mean, that for many years to come. No matter what, TSMC stick on the fundamental technology leadership, manufacturing excellence, and we work with customers to get their trust. And I think that fundamental thing position TSMC to be very good future growth, let me say that, 25% CAGR as we projected, and we used to be conservative. You know that. Gokul Hariharan: My second question is on the U.S. expansion. You're pulling in some of the capacity in response to customers. You're already starting planned for the Phase 4. There's a lot of media reports about TSMC, you might have to build more fabs in the U.S. How should we think about U.S. expansion in principle over the next few years? I think previously, you had talked about reaching 20% or even 30% of 2-nanometer capacity in the U.S. eventually, the total capacity would be in the U.S. Could you give us a little bit more detail about how that is progressing? And when could we get there in terms of the 30% or even 20% capacity? Jeff Su: Okay. So Gokul's second question is about our overseas expansion, particularly in the U.S. He knows that C.C. said, we are pulling in the schedule for fab 2 earlier. We're starting the application for the fourth fab. And so his question is partly around recent reports that we intend to build more fabs in Arizona. So his question is how should we or how is TSMC thinking about the future expansion in Arizona. And we have said in the past that around 30% of our 2-nanometer and more advanced capacity would be based in Arizona once we complete scaling out to this independent giga-fab cluster, so what is the time frame, more timetable for that? How quickly can we get there? C.C. Wei: That's a long question. We built a fab in Arizona, and we work hard. So today, everything, even the yield or defect density is almost equal to Taiwan. And due to the strong demand, as I just answered from the AI stronger, that's a megatrend. All my customer and AI customers in the U.S., so they ask a lot of support from the U.S. fab. So because of that, we have to speed up our fab expansion in Arizona. In Taiwan also actually, we increased most of the capacity in Taiwan. No doubt about it because this is the most adjacent one we can progress very well. In the U.S., we try to speed it up and the progress is very good. We got the help from the government. But still, we have to meet all the requirement for the permits, for those kind of things. And so both in Taiwan and in Arizona, we speeded up our capacity expansion to meet the AI demand. I can always say one word. The capacity is very tight. We work very hard to narrow the gap so far. Probably this year, next year, we have to work extremely hard to narrow the gap, okay? We just bought a second land in Arizona. That gives you a hint. That's what we plan to do because we need it. We are going to expand many fabs over there and this giga-fab cluster can help us to improve the productivity, to lower down the cost and to serve our customers in the U.S. better. Jeff Su: Okay. Thank you, Gokul. Let's move over here next to Laura Chen from Citibank, please. Chia Yi Chen: Thank you, C.C. and Wendell for very comprehensive outlook briefing and also congratulate for the great results. Of course, we see that the AI semiconductor growth has seen very strong growth. And I believe all of your customers and customers' customers very desperate to add more capacity support from TSMC. But I'm just wondering how does TSMC evaluate the potential power electricity supply for data center. So other than that, the chips we can discuss with our customers, I think for the overall infrastructure buildup for data center, a lot of factors also very important. Just want to understand more how does TSMC evaluate those key factors for the AI infrastructure buildup? That's my first question. Jeff Su: Okay. So Laura's first question is around the AI demand. She notes, again, as we said, AI megatrend and the growth is very strong and customers, customers' customers and ourselves are strong believers. But when we do our planning, how do we balance this against the other considerations? Do we look at things, for example, I think Laura's question is powering electricity grid availability to basically assess is this part of our -- included as part of our planning process, do we factor such things in? C.C. Wei: Well, Laura, let me tell you first. I worry about the electricity in Taiwan first. I need to have a lot of enough electricity, so I can start to expand the capacity without any limitation. But talking about build a lot of AI data center all over the world, I use one of my customers' customers I answer because I ask the same question. They told me that they plan this one 5, 6 years ago already. So as I said, those cloud service providers are smart, very smart. If I knew that, I will -- anyway. So they say that they work on the power supply 5, 6 years ago. So today, their message to me is silicon from TSMC is a bottleneck and ask me not to pay attention to all others because they have to solve the silicon bottleneck first. But indeed, we look at the power supply all over the world, especially in the U.S. Not only that, we also look at the who support those kind of power supply like a turbine, like the nuclear power plant, the plant or those kind of things. We also look at the supplier of the rack. We also look at the supplier of the cooling system, everything. So far, so good. So we have to work hard to narrow the gap between the demand and supply from TSMC. Did that answer your question? Chia Yi Chen: That's great to know that it will not be the constraint for the further AI developments. Yes. And my second question is on the leading-edge advanced packaging. And Wendell, can you remind us that what would be the revenue contribution last year for the advanced packaging overall? First of all, we see that -- I recall that in the past that the CapEx for leading-edge advanced packaging is roughly about 10%. Yes. But now it could be up to like 20%. So I'm just wondering that for the expansion, can you give us more detail about what kind of the plans you are looking for. Will you focus more on like 3DIC, SoIC? Or you also start to work on more advanced like panel based in the longer term? I also think before we talk about that, we'll work more closely with OSATs partner on the leading-edge advanced packaging. So just wondering what kind of the process will be the key expansion plan in the space. Jeff Su: Okay. So Laura's second question is more related to advanced packaging. What was the revenue contribution of what we call the back end, which is advanced packaging testing as a whole in 2025. And then she notes the CapEx, actually, this year, I believe, Wendell, we guided 10% to 20% of CapEx, which is the same as last year. But anyways, she wants to know what is the focus of this CapEx? Is it on 3DIC? Is it on SoIC packaging solutions, is on panel level? Sort of what is the key areas we're focusing on relative to the CapEx? Jen-Chau Huang: Okay. Laura, the revenue contribution last year from advanced packaging is close to 10%. It's about 8%. For this year, we expect it to be slightly over 10%. Okay. We expect it to grow in the next 5 years, higher or faster than the corporate. And the CapEx, yes, you're right, in the past, it's about 10%, lower than 10%. Now we're saying advanced packaging together with mask making and others accounted for between 10% to 20%. So you can see that the investment amount is higher. And we're investing in areas in advanced packaging where our customers need. So the areas that you mentioned, basically, we continue to invest. Jeff Su: Thank you, Wendell. Okay, let's move on to Charlie Chan from Morgan Stanley here. Charlie Chan: So first of all, amazing results and guidance. Congratulations to the management team. So my first question is about outside of AI, what do you see for those end markets, right? You talked about the memory costs, et cetera. So can you give us some your underlying assumption for PC shipments, smartphone shipments, et cetera? And also in your HPC, there are some other business like networking and general servers. Can you comment about the growth potential for those segments? Jeff Su: Okay. Charlie's first question is very specific. Well, generally, he wants to know about how do we see the non-AI demand, especially in the context where the certain component costs such as memory costs are rising. So he wants to know what do we see the impact on the PC and smartphone markets in terms of shipments. He's also asking very specifically, what about networking, what about general server, each of these different segments. C.C. Wei: Charlie, those -- although we say it's call non-AI, but actually that's related to AI, you know that, right? Because the networking processor, you still need to have AI data to scale up or scale out. Those are the networking switches or those kind of things still grow very strong. As for PC or the smartphone, to tell the truth, we expect higher memory price. So we expect the unit growth will be very minimal. But for TSMC, we did not feel our customer change their behavior. And we look at it and then we found out that we supply most of the high-end smartphones. The high-end smartphone is less sensitive to the memory price. So the demand is still strong. Using one sentence, I'd like to say we still try very hard to narrow the gap. We have to supply a lot of wafers to them also. Charlie Chan: I think that's very consistent with your 5-year CAGR outlook for all the 4 segments. And my second question is about the Intel's foundry competition. I think U.S. President seems to be very happy with Intel's recent progress. And even mentioned 2 of your key customers, right, NVIDIA, Apple may have a sound partnership with Intel Foundry. Should we concern about this so-called competition? And what TSMC can really do to mitigate or avoid potential market share loss at those key U.S. customers, not limited to the 2 customers I just mentioned. Jeff Su: Okay. So Charlie's second question is on the foundry competition and competition from a U.S. IDM. He knows U.S. President is very happy with the progress. A couple -- 2 of our key customers. He also was mentioned. So his question is fundamentally, is there a concern or risk going forward of market share loss for TSMC to our foundry competition? C.C. Wei: Well, kind of a simple question, I should say, no. Let me explain a little bit because in these days, it's not a money to help you to compete, right? I also like whoever you just mentioned, to invest on Intel, I like them to invest on TSMC also. But the most fundamental thing is let me share with you. Today's technology is so complicated. So once you want to design a very complete or advanced technology, it takes 2 to 3 years to fully utilize that technology. That's today's situation. And so after 2 to 3 years of preparation, you can design your product. Once you get your product being approved, it takes another 1 to 2 years to ramp it up. So we have a competitor, no doubt about it. That's a formidable competitor. But first, it takes time; two, we don't underestimate their progress. But are we afraid of it? For 30-some years, we're always in a competition with our competitors. So no, we have confidence to keep our business grow as we estimate. Jeff Su: Thank you, C.C. All right. Let's take the next 2 questions online in the interest of time. Operator, can we take the first call from the line, please? Operator: First question on the line, Macquarie. Yu Jang Lai: First, congrats, very strong performance. My first question is about the global capacity plan. Recently Taiwan local news report that TSMC could exit the 8-inch business and mature node, 12-inch to convert into the advanced packaging. And the investors is keen to know if this is true. And the decision is based on what kind of key factor, i.e. C.C. just mentioned about the power tightness or it's ROI concern? Jeff Su: Okay. So Arthur's first question is about basically mature node. Our strategy on mature node. He knows a local news has been reporting that TSMC is exiting 8-inch and 12-inch businesses and converting the capacity to advanced packaging. So he wants to know if this is true. And if so, what are the reasons behind the power constraints, ROI, et cetera, et cetera? C.C. Wei: Good question. Indeed, we reduced our 8-inch wafers capacity and 6-inch. But let me assure you that we support all our customers. We discuss with our customers and to do this kind of resources more flexible and more -- what is the word we say optimize, which I should. Optimize the resources to support our customer. But let me assure you also to my customer, well, we continue to support them. We will not let them down. If they have a good business, we continue to support that even in the 8-inch wafer business. Jeff Su: Okay. Arthur, do you have a second question? Yu Jang Lai: Yes. My second question is regarding the consumer and demand outlook. So C.C. also mentioned that the memory price actually inflation and he also pushing up the cost of the consumer electronics. So investors actually are concerned about the further demand softness in this year and next year or particularly next year. So can management comment about what your client or your clients' client, how to resolve this memory tightness or we call memory urgency issue? Jeff Su: Okay. So Arthur's second question is on the impact from the memory price increase and the demand softness. I believe this question really because C.C. already shared the impact this year. He wants to know what is the impact for 2027? C.C. Wei: For TSMC, no impact. As I just mentioned, most of my customers now focus on high-end smartphone or PCs. So those kind of demand has less sensitive to the components price. So they continue to give us a very healthy forecast this year and next year. Jeff Su: Okay. Thank you, C.C. All right. Let's -- operator, let's move on to the next participant from the line, please. Operator: Next one, Brett Simpson, Arete. Brett Simpson: My question is really on AI. I mean, TSMC has been supply constrained for your AI customers, I think, since 2024, and it sounds like 2026 is another year where we're going to see challenges. Do you think the CapEx you've laid out for this year. TWD 52 billion to TWD 56 billion, could that mean that we start to see supply and demand more in balance in 2027? Any thoughts there just in terms of how you're thinking about that capacity plan? And does it alleviate the supply bottlenecks that we see today? And as part of this, from a supply perspective, we hear TSMC is finding it quite challenging to develop enough engineering talent quick enough, both in the U.S. and in Taiwan. Can you talk more about this trend? And what's the scale of the labor shortage of foundry engineers at the moment? Jeff Su: Okay. So Brett's first question is related around AI and our capacity. So he notes, the supply looks to continue to be tight in 2026. But with the significant step-up in our CapEx to support the customers, TWD 52 billion to TWD 56 billion, do we expect the supply/demand or the gap, so to speak, to be more balanced in 2027? And then is engineering resources, fab engineers a constraint or a bottleneck for us in making these expansions, whether in Taiwan or the U.S.? C.C. Wei: Okay. Let me answer this question first. If you build a new fab, it takes 2 and 3 years -- 2 to 3 years to build a new fab. So even we start to spend the TWD 52 billion to TWD 56 billion, the contribution to this year almost none and to 2027, a little bit. So we actually are looking for 2028, 2029 supply. And we hope at that time that the gap will be narrow. For 2026 and 2027, we are focused on the short-term more output. Actually, our productivity continue to increase. Our people has an incentive because of one of the TSMC's incentive is to satisfy customer. It's not because of our financial results are good, but we want to let customer feel that TSMC is trusted that whenever, they have a good opportunity to grow, we will support it. So in 2026, 2027, for the short term, we focus on the productivity improvement, which we've done quite a good result because of, Wendell just mentioned that we can have a good financial result because of that. But that's not our incentive -- that's our incentive, but that's not our purpose. Our purpose is to support our customers. So 2026, 2027 for the short term, we are looking to improve our productivity. 2028, 2029, yes, we start to increase our CapEx significantly, and it will continue this way if the AI demand megatrend as we expected. Jeff Su: Brett -- thank you, C.C. Brett, do you have a second question? Brett Simpson: Yes, I do. That was very clear. I guess my second question is about pricing. And if I look at 2025, this was the second consecutive year where TSMC's wafer ASPs were up around 20%. And as leading edge becomes a bigger portion of the mix and also you feed through price increases. When we factor in the ramp of more expensive overseas fabs, is 20% ASP -- wafer ASP increases the new normal for TSMC? Typically, you have an annual price negotiation about this time of the year. And so I'm trying to understand how you project ASPs in '26. And is your March quarter guidance factoring in price increases at leading edge? Jeff Su: Okay. So Brett's question is on pricing. He notes that our -- which he looking at the blended wafer price is increasing close to 20% according to his estimates. Of course, that's blended both on price and mix, but it's a leading edge and also we have mentioned earning our value. So he wants to know is the new normal going forward? C.C. Wei: This is a tough question. I'll get the CFO to answer. Jen-Chau Huang: Okay. Every new node that we have a price. The price will increase. The blended ASP will increase I think they continue this way in the past and will continue with the way going forward. But Brett, I think you're asking about the contribution from pricing to the profitability. Now as we mentioned before, the profitability, there are 6 factors affecting the profitability. And price is just one of them. And of course, we continue trying to earn our value. But in fact, in the last few years, the pricing benefits to the profitability was just enough to cover the inflation cost from tools, equipment, materials, labor, et cetera. There are other factors contributing to the higher profitability. The first one will be a high utilization rate. As the demand is so high and as our disciplined approach to capacity planning, the utilization rate supports our high profitability. The other 1 will be our manufacturing excellence. As C.C. said, we continue to drive increasing productivity to generate more wafer output. Also, we continue to drive optimization capacity among nodes, which includes converting part of the N5 to N3. It also involves cross support from different nodes from the mature nodes to the more advanced nodes. That is a very important advantage of TSMC. So with all these efforts, we're able to maintain a good, healthy, sustainable return profitability so that we can continue to invest to support our customers' growth. Jeff Su: Okay. In the interest of time, we'll take 2 more questions from the floor and 1 more from the line. So we'll go here, Sunny Lin, UBS and then... Sunny Lin: Very strong results. Congratulations. So number one, if we look at the company, very different versus in the past from many angles. But if we look at the ramp from new node, now you can generate actually higher revenue from new node in year 4 or even year 5 of mass production versus in the past, new node like peak revenue in the second or even third year of mass production. And so could you help us understand what this new trend, what's the financial implications? And then what does that imply for you to operate or even compete differently versus in the past? Jeff Su: So Sunny's first question, I think maybe is related, well, to our technology differentiation, but she knows that when we ramp a new -- in the past, when we have a new node after a few years, sort of the revenue comes down a bit, but she notes that nowadays, we can still enjoy very high revenue from a node even after in its fourth or fifth year. So her question is what are the financial implications from this and also from a, I believe, competitive dynamics? C.C. Wei: If I can answer, say we are lucky. Actually, if you -- if you look at the semiconductors product, right now, the trend is you need to have a lower power consumption always and then high-speed performance. And for TSMC, our technology depreciation becomes more and more clear, we have both benefit. We have a high speed, and we have a low power consumption. And so our leading edge customer, the first wave, the second wave, the third wave continue to come and so that sustain the demand for a long, long time. That's a difference. Of course, this one, you need to have technology leadership, and which the technology leadership much easier to say. But every year, you have to improve. As we said, we have N2, N2P and then you won't be surprised, and the third one will be N2 something and continuously. And so that one give us the benefit and to support our customers continuous innovation. And so they continue to stay with TSMC. And so their product can be very competitive in the market. So that answers the question say that once we got the peak revenue and did not decrease, it's continuous because second wave, third wave customers continue to join. Sunny Lin: Thank you very much, C.C. And then maybe a question on 2 nanometer, which you should see meaningful revenue coming through in 2026. And so in the past, you guide like how much a new node will contribute to sales for the year. And so any expectations on the revenue contribution from 2-nanometer in 2026? And then I recall in terms of process migration, a few years ago, there were a lot of concerns on increasing cost per transistor. And that obviously is not declining from 5-nanometer? But then now looking at 2-nanometer, I think process migration seems to be reaccelerating even for smartphone and PC and then with larger demand coming from high-bandwidth compute. And so maybe based on your feedback from clients, maybe for smartphone and PC clients, why are they reaccelerating process migration into 2-nanometer? Jeff Su: Okay. So Sunny's second question very quickly in 2 parts, 2 nanometers, as we said, is a fast ramp in 2026, very strong customer interest and demand. So what -- do we have any revenue percentage to guide for in 2026? Jen-Chau Huang: Yes. Sunny, the 2-nanometer will be a bigger node than 3-nanometer from the start, okay? But it's less meaningful nowadays to talk about the percentage of revenue contribution when the new node starts because the corporate, as a whole, the revenue has become much bigger than before. So yes, revenue dollar, it's a bigger node. But percentage-wise, less meaningful. Jeff Su: Okay. And then the second part of Sunny's question from a technology perspective, as she noted increasing cost per transistor, as we said, CapEx per k going higher. So the question very simply, what's the value? What's driving smartphone, HPC customers actually to see -- we're seeing a widening out of the adoption of N2. So what is the value that is providing that the customers are willing to adopt N2? C.C. Wei: I already answered the question, right? Because now the whole product is looking for lower power consumption and high-speed performance. And our technology can provide that value. I also say that every year, we improve. So every year, they adopt the same -- even the same name of the same node, their products continue to improve. So that provides the value. It's -- if you say that the cost per transistor is increasing, I saw the cost per transistor, the performance compared to call the CP value is increased, is much better. So that customer stick with the TSMC. Our headache right now, if I can call it a headache, is a demand and supply gap. We need to work hard to narrow the gap. Jeff Su: Operator, can we take the last call from the line, and we'll take one last one from the floor. Operator: Next one, Krish Sankar, TD Cowen. Jeff Su: Okay. Krish, are you there? I guess not. Then let's just take the last -- not call -- sorry, the last question from Bruce Lu from Goldman Sachs. Zheng Lu: Thank you for letting me to ask the last question. Hopefully, it's not that difficult. So I think one of the key -- I understand that TSMC is trying very hard to increase the capacity. AI revenue is growing like 15% a year, 15% plus a year. But token consumption for the last few quarters is 15% a quarter. So the gap is still there, right? I mean that's why [indiscernible] was talking about the chip war. So can you share with us that in your assumption when you provide 50% plus AI revenue growth, what kind of token consumption you can support? And how many gigawatts power in terms of the chips you can support in your assumption when you provide this kind of 5 years revenue guidance for AI? Jeff Su: Okay. So Bruce's first question is around our AI CAGR. Actually, to be correct, we have guided for the AI CAGR to grow mid- to high 50s CAGR in the 5-year period from 2024 to 2029. So that is the official guidance we have provided just today. Bruce's question is, in this guidance, what is our assumption basically assuming about the token growth behind this type of CAGR? What is our assumption in terms of translating to how much gigawatts of data center can we support and other specific assumptions behind our guidance? C.C. Wei: Bruce, you got me. I mean that's -- I also try to understand what is the tokens of growth. But my customers, their product improvement continue to increase. So from -- it's a well-known from Hopper to Blackwell to Rubin, that almost double, triple their performance. So the one they can support the tokens of growth or the one they can continue to support the compute power is enormous. And so I lose the track to be frank with you. And for gigawatt, I want to see that how much of TSMC can make the money from the gigawatt rather than say that how much we can support. Today, from my point of view, still the bottleneck is TSMC's wafer supply. Not the power consumption, not yet. So we also look at carefully. To answer your question, say that TSMC's wafer can support how much of the gigawatt, still not enough. They still have abundant of power supply in the U.S. Zheng Lu: Okay. My next question is for the CapEx, right? I want to double check with what I just heard that C.C. was talking about like 2027, the CapEx will be more for the productivity improvement and '28, '29 may be meaningfully higher. So I do recall that in 2021, TSMC provided at 3 years for $100 billion CapEx to support that structural growth. Now the demand is even stronger. Based of that, can we do 3 years $200 billion of CapEx for the next 3 years. The math sounds doable. Jeff Su: Okay. So well, first, a clarification because C.C. was talking about this year, we have substantially stepping up our CapEx investment, but C.C. also mentioned it takes 2 to 3 years to build capacity. So in terms of -- Bruce's question, do we say 2027 significant step up in CapEx, I think we're saying it takes time to -- for that capacity to come out. So that's the first part. Jen-Chau Huang: Yes. I think Bruce, what C.C. said was the productivity was our main focus in '26 and '27 because when we start to invest the fab, the volume production will not come out until '28 and '29. So the dollar amount invested today is for 2 years or even in the future. And CapEx dollar amount, as I said, in the last 3 years, $101 billion in the next 3 years, significantly higher. I'm not going to share with you the number, but significantly higher. Jeff Su: So I think Wendell has addressed at least both parts of Bruce's question. Okay? So again, thank you. So again, thank you, everyone. This does conclude our Q&A session. Before we conclude today's conference, please be advised that the replay of the conference will be accessible within 30 minutes from now. The transcript will become available 24 hours from now, and both are available or will be available through our TSMC's website at www.tsmc.com. So again, thank you, everyone, for taking the time to join us today. We certainly would like to wish everyone a Happy New Year. We hope everyone continues to stay well, and you will join us again next quarter. Thank you. Goodbye, and have a good day.
Operator: Welcome to Blackline Safety's Fourth Quarter Results Conference Call. The conference is being recorded. I would now like to turn the conference over to Jason Zandberg, Director, Investor Relations. Please go ahead. Jason Zandberg: Welcome, and thank you for joining us. On the call today, we'll be discussing our fiscal results for the fourth quarter ending October 31, 2025, which were released earlier this morning. With me today is Cody Slater, CEO and Chair of Blackline Safety Corp.; Blackline's CFO, Robin Kooyman; and Sean Stinson, President and Chief Growth Officer. I will turn the call over to Cody for an overview of our fourth quarter and year-end 2025 results. Robin will then discuss the financial highlights before turning the call back to Cody for closing remarks. I'd like to remind everyone that an archive of this webcast will be made available on the Investors section of our website. I would like to note that some of the information discussed in this call is based on information as of today and contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those set forth in these statements. For a discussion of these risks and uncertainties, please review the forward-looking statement disclosure in the earnings news release as well as the company's SEDAR+ filings. During this call, there will be a discussion of IFRS results, non-GAAP financial measures, non-GAAP ratios and supplementary financial measures. A reconciliation between IFRS results and non-GAAP financial measures is available in the company's earnings news release and MD&A, both of which can be found on our website, blacklinesafety.com and on SEDAR+. All dollar amounts are reported in Canadian dollars, unless otherwise noted. With that, I will now hand the call over to Mr. Slater. Cody Slater: Thank you, Jason. Good morning, everyone, and welcome to Blackline Safety's Fourth Quarter and Fiscal 2025 Conference Call. I'm very pleased to report that Blackline delivered another strong quarter and capped off a record fiscal year, highlighted by record annual recurring revenue, strong net dollar retention and our sixth consecutive quarter of positive adjusted EBITDA. For the fourth quarter, revenue reached a record $39.3 million, marking our 35th consecutive quarter of year-over-year top line growth. For the full fiscal year, revenue reached $150.5 million, an all-time high. Adjusted EBITDA for the fourth quarter was $2.2 million. Adjusted EBITDA for the full year reached $6.1 million compared to a loss of $2.4 million in fiscal 2024, clearly demonstrating our ability to generate full year positive adjusted EBITDA. Annual recurring revenue reached a record $84.5 million at year-end, up almost 30% from last year, providing strong visibility and a solid foundation for future growth. This performance continues to validate the demand for our hardware-enabled SaaS business model. Net dollar retention remained extremely strong at 128% in the fourth quarter, reflecting ongoing expansion within our existing customer base as customers continue to see value in our hardware and services, adding devices, services and functionality to their deployments. Our NDR figure has been above 125% for 10 consecutive quarters now. Our connected safety product portfolio continues to resonate across a broad range of industries. Demand for our EXO 8 area monitor remains strong as did demand for our G7 and G6 products, particularly in the Middle East as our long-term purchase agreement with ADNOC starts to scale. We not only delivered the initial 1,000 devices stated in our press release in August, but deployed almost 2,500 devices in the fourth quarter, an excellent start on our path to fulfill our multiyear purchase agreement with ADNOC, which could see up to 28,000 devices deployed with associated services. As a flagship customer in this region, we have already seen expanded interest from other leading companies in the Middle East. The growth in the Middle East region will be supported by the previously announced new international office in the UAE, providing localized training, rentals and service. We did face some near-term headwinds in the fourth quarter in product revenue due to global trade uncertainty and overall economic conditions impacting our energy and industrial sector customers. U.S. government shutdown also impacted our business with the funding disruption slowing purchase activity among fire and hazmat customers. As the U.S. government shutdown ended in November, we believe funding will begin flowing again in the near term, supporting our strong pipeline in that industry vertical. On Tuesday, we announced the G8, our next-generation connected safety wearables and the most advanced product we built to date. G8 brings together gas detection, lone worker protection and real-time communication in a single rugged intrinsically safe device, all connected to the cloud through Blackline Live. It builds on the strong foundation of our G7, but with meaningful enhancements, including a larger full color display, expanded connectivity and integrated communications, so workers can stay connected without needing multiple devices. Importantly, we see the G8 as an inflection point for Blackline safety. With over 4 years in development, the G8 represents a technological leap over the G7, which defined the category since 2017. The G8 is designed as a true platform that will become a hub for workforce productivity, hosting applications to enable teams to streamline workflows, reduce downtime and maintain compliance in the field, all of which we believe will increase the service revenues associated with each device. We're currently taking orders with our first commercial shipments expected to begin in February 2026. I will now turn the call over to Robin to review our financials in more detail. Robin Kooyman: Thank you, Cody, and good morning, everyone. I'll start with a review of our fourth quarter results and then provide a summary of full year fiscal 2025 performance. Total revenue in the fourth quarter was $39.3 million, up 10% year-over-year. This growth was driven by a 30% increase in service revenue, which reached $25.5 million. Within services, software services revenue grew 26% to $21.5 million, while rental revenue increased 55% to $4 million, reflecting strong demand in industrial turnarounds, maintenance and project-based environment. Product revenue in the quarter was $13.8 million, down 14% year-over-year as customers continue to exercise caution on capital purchases amid global trade and macroeconomic uncertainty, the U.S. government shutdown and a delay in certain customer hardware refreshment activities. Gross profit in the fourth quarter increased 21% to $26.3 million, and gross margin improved to 67% compared to 61% in the prior year quarter. Service margins remained strong, reaching a record 82%, benefiting from scale efficiencies, optimized connectivity and infrastructure costs, while product margins rebounded to 40% from 35% in Q3. Total quarterly operating expenses represented 68% of revenue, excluding onetime charge reported in general and administrative expenses and foreign exchange. Within this, G&A expenses accounted for 20%, sales and marketing for 32%, and product research and development costs represented 16%. The onetime charge relates to a U.S. sales tax assessment for prior periods. EBITDA for the quarter was $1.4 million and adjusted EBITDA was $2.2 million, reinforcing the scalability of our operating model. Turning to full year. Total revenue for fiscal 2025 was $150.5 million, up 18% year-over-year. Service revenue increased 30% to $90.5 million, while product revenue increased 4% to $60 million. Gross margin improved to 63%, up from 58% in fiscal 2024, driven by favorable revenue mix, pricing discipline and operating leverage. Total operating expense for the year represents 67% of revenue, consistent with the prior period and reflected continued cost discipline as the business scales. Adjusted EBITDA improved significantly to positive $6.1 million compared to a loss of $2.4 million in fiscal 2024. We ended the year with $46.6 million in cash and short-term investments. We have available capacity on our senior secured operating facility, including its accordion feature of $29.8 million as of October 31, 2025, for total available liquidity of $76.4 million. This compares to $60.4 million at the end of fiscal 2024. Our fiscal 2025 results reflect the strength of our recurring service revenue base, expanding margins and disciplined execution in a dynamic global environment. On a personal note, I'll be temporarily stepping away from Blackline Safety for maternity leave effective February 2. I'm proud to do so at a time when the company has achieved record revenue, ARR and has a very strong balance sheet. I have full confidence in Chris Curry, our VP, Finance and Accounting, to work as interim CFO with a strong team at Blackline to continue delivering ever greater results while I spend time with my growing family. With that, I'll turn the call back to Cody for closing remarks. Cody Slater: Thank you, Rob. We wish you and your family all the best. As we close out fiscal 2025, I'm extremely proud of what the Blackline team has accomplished. We delivered record total revenue, record annual recurring revenue and sustained positive adjusted EBITDA, all while continuing our track record of innovation and global expansion, redefining the connected worker category. Today, Blackline protects workers across more than 75 countries, supporting customers in energy, utilities, industrial, infrastructure and emergency response. Our growing recurring revenue base, strong customer retention and expanding global footprint position us well as we enter fiscal 2026. To close, we're particularly excited about the opportunities ahead as we launch the G8. We believe G8 represents a meaningful step forward for connected workers, both in terms of the value it delivers to customers and the long-term growth potential it creates for Blackline. The G7 created the connected industrial safety market and has taken Blackline from a company of $12 million in revenue to over $150 million today. The G8 will redefine the connected industrial worker market and be the key driver to accelerate our trajectory as we continue on our path to connect the global industrial workforce, creating a modern, more efficient workplace while ensuring more workers have the tools to get their job done and return home safe at the end of the day. I am deeply grateful to our customers for their trust, to our employees for their dedication and to our shareholders for their continued confidence. Thank you all for your ongoing support. I'll now turn the call back to the operator for questions. Operator: [Operator Instructions]. The first question comes from Martin Toner with ATB Capital Markets. Martin Toner: Congrats on a great start to the year, and congrats to Robin, too. My first question, maybe you can help us get our head around the timing of G8 revenues. Like how long does it take to ramp sales efforts? How easily are you able to move customers in the pipeline for the G7 over to the G8? And then what kind of near- and long-term impact do you think the G8 can have on service revenue and service revenue growth? Sean Stinson: Martin, this is Sean here. I will address those in sequence. So first off, how quickly can we start to realize G8 revenue? We anticipate the G8 shipping in late February. What we've modeled is a roughly 2 quarter -- 2 to 3 quarter transition between G7 to G8. So what I expect is that if customers have very tightly budgeted and [ inspected ] G7 in, they may be more likely to stay with the G7. We'll start to introduce G8 to everybody. But I don't believe that the entire pipeline will flip over to G8 right away. And part of that will be because of budgetary requirements. We are -- the price of the G8 will be a little bit higher on hardware, but we do anticipate a full switchover within about 2 quarters. So that -- I think that's kind of related to your second question about how do we move people over the G8 is a significant improvement in the G7. It's clearly the same concept. It's one of the only instruments in the world that can actually save a life. It's a voice-powered extremely sophisticated device that helps people save lives in the case of an accident and helps them deliver proactive safety. Behind that, it's a platform that will deliver years of continued expansion. We will see initially, I think the biggest impact on services will come from the PTT growth. The G8 has a very significantly improved push-to-talk experience, and that's a crucial tool for people who work in the industries that we serve, both in terms of collaboration to get a job done, which is, I would say, more productivity than safety, but also safety and productivity are very much linked. So if there is any communication that needs to happen in order to properly assess the situation for safety, that can happen much more easily. So we expect that to be a significant pickup. And if you followed Blackline for a while, you know that the G7 has roughly an 11% attach rate on PTT, we see that going significantly higher. I think I got them all, Martin. Did I miss anything there, you dropped 3 questions. Cody Slater: Maybe Martin, I'll just throw in and add, it's Cody here that the other difference with the G8 is that the 7, what we've seen is that customers acquire a certain stack of service, refresh, we might move them up a service tier or so, but usually, they're pretty good at picking those safety elements. [ G8 ] is a platform for more productivity, more workforce efficiency, more other elements of different -- think about them like apps that we'll be starting to add through '26 and beyond, and that will give us a base of -- if the unit goes in the field, that gives us really a base of customers to service, new opportunities, new value to and drive that service revenue growth through the life cycle of the product rather than at the refresh points. So a really significant difference in the business model for the company. And a difference for our customers, too, because everything we're talking about here is something that will make their jobs easier and safer. Martin Toner: That's great. So you have 2 interesting forces colliding here, macro-driven caution and an exciting new product. How do you see that playing out in numbers in 2026? Cody Slater: Yes. I think we've surfaced the G8 to a number of core customers. So in the -- over the last period of time, I will say the response has been excellent across the board. So that's going to push some near-term work into renewals or refresh units into the second quarter as we start shipping G8 in the second quarter. So maybe a bit of a headwind in Q1, but starting to really see that flow through from Q2 forward. The nice thing is, as Sean mentioned, this is -- the G8 is a phenomenal technological leap above the G7, but it's not -- the idea of connected safety is no longer new. When we launched the G7, it was entirely new. No one had done anything like this before. Lot of caution in customers adopting the tech. This is just something that they're going to see as a significant improvement and can see that visibility of what they could do with it in the future. So we're not going to see that kind of a challenge. We will see some customers wanting to do trials or tests to get it in their hands before they deploy. It's always a bit of a -- there's always a bit of noise on the launch of a new product of this scale. But the trajectory will be exceptionally strong, we feel throughout the year, particularly throughout the second half of the year. Operator: The next question comes from Doug Taylor with Canaccord Genuity. Doug Taylor: I'll ask a couple more questions on the G8 and it's an exciting milestone. Now that it's official, can you speak a little bit more on how we should think about the manufacturing cutover from the G7 as the current plan stands? What we should think about in terms of the overlap? I mean, is the G7 going to continue to be produced for some of those more cost-conscious customers for a period of time? Can you talk about the mechanics of that a little bit and inventory and working capital mechanics as it relates to that? Cody Slater: Sure, Cody here. I mean we anticipate a full shift over, as Sean has mentioned, from the G7 to the 8 by the end of the fiscal year here. So scaling down the G7 manufacturing while we're scaling up the G8 manufacturing. We've -- already you've seen from some of our inventory numbers, et cetera, and investment in the G8 inventories. You will continue to support the G7 customers. So there'll be nominal manufacturing G7 for a number of years as we go forward. But what you're going to see is a shift over, over the next 3 quarters to be fully G8. During that time, I will say there's usually introduction of a new product could put some downward pressure on hardware margins for a short -- for those first introductory periods, and your output, your throughputs are going to just scale up as we've seen that over the time with the G7. It's designed to be exceptionally manufacturable. But again, we'll have some caution as we're entering into the new manufacturing of the new line. And we will be, as we expand down the line, expanding our manufacturing capacity as well, too. We'll be adding a second surface [ mount ] line to the production timing on that is probably late this fiscal year. There is some capital investment there, but not significant in the overall, particularly given the strength of the balance sheet here. So yes, ramp up over the next 3 quarters, shift over a bit of time. The other thing I think you'll see with the G8 is when you talk about from the hardware standpoint is we're going to see more accessory sales with the G8. Sean has mentioned the pickup we anticipate in PTT, one of the really cool features with the 8 is it has a custom what's called remote speaker mic or RSM, the kind of thing you see a fireman or police officer having on their lapel, that really makes the PTT experience even greater. And so things like that will actually probably accelerate a little bit of the accessory revenues as well, too. Robin Kooyman: Yes. And Doug, I'll just jump in with one more point. On that investment in our manufacturing facility, you can think about that as single-digit million later this year. Doug Taylor: That's fantastic color. And so when you're launching the product here, the G8 next month, I mean, are all variants, all the different gas configurations and the PTT and the related service, speaker mic, all that, are they all going to be available? Or is that kind of staggered over the course of the year? Cody Slater: No, 100% of everything that is available day 1. That's -- one of the real advantages of our product system is in our design, is that cartridge base that you're familiar with, I think, with the G7. So the gas cartridges are really where a lot of the flexibility in the device comes from, whether it be multi 5 gas, 4 gas, pumped instruments, unpumped instruments, everyone works with the G8, everyone is approved in all the regions that we're functioning and working in around the globe, the speaker mics in production, the multiple charger docks, the rest of the stuff, everything is ready to go. What you are going to see with G8 though, is those new service apps that I'm talking about, those will start to roll out later this year, those will be something that we'll be able to talk a bit more about later in the year. But that's the real -- one of the real keys with the G8 is it is this new platform with this big full color screen and the additional interface access to it through the different side buttons that will allow customers to do a lot more on the device. And those are things that we're going to be able to just keep adding and adding as customer demand and as we focus in different areas from the software side. So -- but to your point, from the hardware end, everything is available day 1 on the G8. Doug Taylor: Okay. One further question for me and maybe just to back into the quarter that you just reported and talk about that a little bit because the services revenue certainly stood out and how resilient the growth had that been in all market conditions, but also the margins. So I just want to touch on that a little bit. Is that the margin expansion there, I mean, a function of the rental growth, currency? I mean, can you just help us as we think about modeling that into the start of this year and as the G8 rolls out and becomes a bigger part of the mix? Robin Kooyman: Thanks, Doug. It's a great question. So one of the biggest drivers of the service gross margin this quarter is really the scalability initiatives that we've been focused on achieving in the business, and we're really pleased with the results this year. And over 80% as we think forward from here, I just keep in mind that gains while still very much available are probably generally smaller. So we're going to continue to focus on optimizing things like connectivity services and data expenses. But as always, when you launch a new product, I think it's important just to keep in mind that there can be a little bit of variability. Cody Slater: The other thing I'd just add on the services growth is one of the core drivers of the lower hardware numbers is a slower refresh rate. A lot of our customers are just taking longer to replace their fleets. The devices are working. Capital is a bit constrained. Why would I replace them at this point in time. So even though that hardware number has been lighter, what you're seeing is still a lot of new customer adoption, and that's what's driving that growth there as well. And from our standpoint, frankly, there's some real positive in that because as those customers who've delayed their refresh, we'll be refreshing on a platform that we can over the next 5 years, continually add new services to. So that's been part of the driver of the growth of the services, that new customer adoption, really. Doug Taylor: Okay. Before I pass the line, I'll echo the congratulations, Robin, on the upcoming addition to your own family product line, so to speak. Operator: Our next question comes from Sean Jack with Raymond James. Sean Jack: Just wanted to hop on and ask again about the G8. Wondering if you guys can give a bit of color on how we should expect service gross margin to change now with the G8, just keeping in mind some of the more kind of like technical and data analytics-based things that are probably going to be enabled by this device. Are we -- should we expect to see prices move meaningfully upwards? Any sort of color would be great. Cody Slater: Sure. First, I'd say for 2026, I think you're going to see a pretty similar model as we start adding, but it is a good point as we start adding some of these new services, think about them again, like apps on the devices. In fact, those will carry a good strong margin because we already have the data channel, we already have the connectivity. We already have a lot of the back end. So it's not adding as much load as additional features might -- as the base does, if that makes sense in that context. So long term, I think there'll be some upward pressure on the margins, upward movement on the margins. But again, to Robin's point, in the shorter term, I think I'd be looking at something pretty similar to where we're at. The other point is that these -- when you talk about costs, the base costs are all staying the same, like the different service features we have now are all the same price. What we're really going to be able to do is add new features like, say, permitting on site or different apps that we can add. And those will be individually priced and priced based on the value proposition to the customer. But again, they're not ones that are going to really add a lot of additional costs from our standpoint. So it should be high-margin elements. Robin Kooyman: Yes. And then, Sean, just to jump in, it's Robin here. The other thing I'd keep in mind is I wouldn't be necessarily just analyzing the service gross margin in a vacuum, right? One of the key messages today is that we see the G8 as a product that's going to unlock more service revenue over time. And so that overall gross margin is an important one to think about there, too. Sean Jack: Okay. Perfect. And I know that we've never really talked about specific guidance with you guys or anything, but just kind of headed back to margin questions. There is these kind of 2 conflicting forces here. Like can you give us kind of any sort of sense of how we should expect product sales headed into the first half of the year here? Are you guys very confident with the pipeline that you set up in front of the G8? Any sort of extra detail would be great. Cody Slater: I think that we're very confident in where we see the year, particularly. Again, as I mentioned, we're -- customers -- we announced the G8, 2 days ago, customers have been seeing it now for a few weeks. That's definitely going to shift some of the business we'd expect in Q1 into Q2, I would say. And then strength going from Q2 throughout the rest of the year. Operator: Our next question comes from Amr Ezzat with Ventum Capital. Amr Ezzat: Robin, first and foremost, congrats and all the very best to you and your family. If we could zoom in on product revenues. I think last quarter, you guys had flagged that Q4 would be sort of weakish, but I still expected a small increase, nonetheless, Q-on-Q. And I think you spoke to a couple of factors. First, on the U.S. government shutdown impacting fire and hazmat. Are these orders simply delayed? Is that the way to think about it? Then can you size it for us? Are we talking about $1 million, $2 million, $3 million, maybe more, maybe less? Cody Slater: Sure. I would -- yes, these orders are just delayed. There's -- when you're looking at that marketplace, that's a market that 3 years ago for us didn't really exist. Today, it's one of our fastest-growing markets. And you are talking single-digit millions here in the low end as far as the fire and hazmat pipeline for what we would have expected to be in Q4, and I'd expect to see that sort of coming through Q2, Q3. I think the bigger -- for us, we've talked a little bit about some of the different headwinds. But as I mentioned before, the other thing really is we have some of the lowest refresh rates that we've ever seen in the last really 2 quarters, where customers would normally refresh their hardware every 4 years, and they're just extending that out. And is some of that because they know the G8 is coming? Probably. But some of it's also because the unit is functioning, working and it's the services that give that real value. And you can see by the net dollar retention, it's not that we're losing customers. It's that they're just taking longer to refresh their hardware. And that's probably been the biggest headwind for us. The teams are still acquiring new customers. And again, as I mentioned earlier, that's what's driving that ARR growth and the services growth. Amr Ezzat: And I suspect as you like launch the G8 as a sort of platform technology where you could add like apps and so on into it, you'll have that refresh headwinds like more and more going forward. Do you feel the same way? Cody Slater: Well, I actually look at the -- for the midterm number, I'd actually say I think the G8 will be a tailwind to the refresh. I always use the analogy of the iPhone, like right now for our customers, we're selling with the G7, we're selling an iPhone 11. They bought it 4 years ago. We're still selling an iPhone 11. Why would I refresh the device. Now we're moving from an 11 to 17. So the G8 is going to give our current installed base reason to look to accelerate that refresh rate. So for the next couple of years, I think it's actually a tailwind for us on the G8. Amr Ezzat: Moving -- I thought -- I was talking about moving out of the G8 eventually. Cody Slater: The G9, we'll leave that discussion for a little while. Our tech teams have spent 4 years on what is the biggest technological leap in this industry. I'd say I'm not going to -- I'm going to leave them a couple of months before we start talking about the G9. Amr Ezzat: I'm sure, it will begin. Now, did I hear you correctly, Cody? So are we currently at 3,500 devices in total sold to ADNOC in the fiscal year? Cody Slater: It would be 2,500. The first order was shipped in Q4 as well, too. So there was a total of 2,500 shipped as of Q4. We continue to see orders coming from ADNOC. So that number just keeps growing and growing. And we'll keep some visibility on that, partially just because of the scale. But I do think it really -- ADNOC really exemplifies the kind of customer we see coming -- becoming more and more part of our standard business where it's a company who's just simply said, we're converting entirely to this platform. And they're doing it not only for safety, but for efficiency and operations. And that's what's really exciting about ADNOC. And that's -- as we start adding more logos in that same context, that will be a big driver for us going forward. Amr Ezzat: And then can you give us the split of these 2,500 between like G6 and location beacons -- just all G6? Cody Slater: Sorry, the numbers there, the 2,500 are all body-worn devices. So it's a mix of G7s and G6s. It's not the beacons. Those are only revenue generating. Those are only service revenue-generating devices. Amr Ezzat: Okay. Then one last one on the ADNOC. The number that of devices you potentially spoke to was 28,000, correct? Cody Slater: That's correct, yes. Amr Ezzat: And is that like a number that's an internal estimate? Or is it validated with Al Masaood Group or ADNOC? Cody Slater: That's validated directly with ADNOC, Amr. Amr Ezzat: Fantastic. Any sort of color you could give us on the pace of follow-on orders? Is that over 4 years, 5 years, 2 years, best guess? Sean Stinson: Yes. My best guess is that it will roll out over about the next 2 years. We're seeing continued velocity. ADNOC is such a large organization. And so we're looking at it operating unit by operating unit, by plant by plant and working very closely with them to make sure that the units are properly deployed and that everybody is happy as we move along. And there's some integrations behind the scenes there as well. We're integrating with the software package that they have. So it will be a really best-in-class solution when it's all fully deployed. Amr Ezzat: Fantastic. Then maybe one last one on the product gross margin. I was very surprised to see it grow up at 40% despite lower hardware volumes this quarter. Anything in particular happening there that's a one-off? Robin Kooyman: I wouldn't say anything in particular as a one-off. Product gross margin has a number of factors in it, including how busy the factory is. And obviously, you would have seen inventories grown a little bit this quarter as well as we prepare for the launch of the G8. So you'll see different factors just contributing to the strength. Operator: [Operator Instructions]. Next question comes from David Kwan with TD Cowen. David Kwan: Maybe just on that last question as it relates to the product gross margins. You talked about -- it sounds like there might be some weakness here just as you kind of ramp up the G8 similar to kind of a weakness in product gross margins when you've launched other products. So I guess, where do you think the product gross margins could go to in the coming quarters as you ramp up the G8? Cody Slater: I mean we're not talking massive differences, but a few points drop is a good potential to look at. Again, so many things, as Robin mentioned, impact that product mix, all kinds of other aspects. But we're not -- I would expect to see if you're modeling it, David, I'd say model a little bit of a drop for a couple of quarters and then getting back to the 40% -- and then long term, we still believe there's opportunity to see the hardware margins move north of that. But I think that's more going to be late '26, maybe more like a '27 story. David Kwan: That's helpful. And then on the services gross margins, it sounds like you've done almost as much as you can do in terms of kind of cost optimization. So maybe a lot more measured or steady hopeful increases. But I was wondering on the PTT side, I guess my understanding was, I think, as the G8 launch and hopefully, you see some significant pickup in that uptake and adoption rate of PTT that there could be some notable incremental upside on the services gross margin. So I was wondering if you could talk about that. Cody Slater: No, I wouldn't look at PTT as carrying a higher gross margin than the other core services really. It's -- there's so many factors that impact that, whether it be data, whether it the back-end storage because we store all the data for the customers in the PTT base. So there's -- the cost base on the PTT, I think it's going to -- isn't -- anyway, I don't believe the expansion of PTT is going to be a real upward pressure on the margins. What will be long term, I would say, is more of the kinds of app-like services we're talking about adding because a lot of those are ones where we don't really do -- some of them are even realistically SDKs tying into another company's systems. So those will be ones that I think we can talk more about towards the end of the year about upward -- about their higher gross -- higher margins themselves. But the PTT, I think, will be -- is in a similar context to where we're at with our other margins. I think the other thing to think about the PTT though is how much stickier you become with this customer. If this is now their core safety device, but it's now also their core communication device to what Sean mentioned on that, how they work on their sites, how they communicate their operations, we just become an even stickier product at the end of the day. Robin Kooyman: Yes. David, just to jump in, the other thing I want to reiterate is while maybe push-to-talk doesn't necessarily come at a higher gross margin, the more services we can sell for every dollar of product that we sell is really impactful to the overall gross margin of the business, and that's part of the reason we're so excited about G8. David Kwan: Yes. So just more of a revenue mix benefit, it sounds like. And I guess last question. The MD&A referenced some weakness in the U.S. due to the lower energy prices. I assume that was just customers extending the life of their devices that Cody mentioned earlier and/or renewing, but for fewer devices similar to what I think we saw in the last downturn. So I just wanted to confirm that number one. And then number two, are you seeing any signs of similar behavior amongst your Canadian customers? Sean Stinson: Yes. We were seeing similar patterns in both Canada and the U.S. So -- and really, it was the upstream clients that were heavily affected. That's a lot of our core energy customer profile in Canada. The years ago, the satellite product that we came out with, which was the first really industrial-grade satellite lone worker device on the market that established a lot of our early Canadian energy companies in the upstream market. So what we're seeing is it's a bit of a double whammy in that case, David. It's like renewals are sliding out a little bit, and then it's harder to acquire clients in the upstream market right now. So good conversations in the pipeline. Just it stretches it out a little bit more. Like in a lot of cases, we've got companies saying they're going to buy, but they're just stretching out their buy time line. So you might see the pipeline extending from a 6-month sales cycle up to an 8- or 9-month sales cycle, ultimately closed them in the end, but that stretch out is something that you -- ultimately, you have to backfill that by more leads in the pipeline. So that's something that we focused on a lot going forward. It's just really working on the pipeline strength. That's kind of the only way you can counteract a slower market. So that's what we're really focused on for '26. Obviously, G8 and so on and so forth. David Kwan: No, that's helpful, Sean. And are you seeing a similar dynamic in the Middle East? Obviously, you've got the ADNOC win that seems like it's going quite well and it looks like there's some good future potential there. But just curious to see the dynamic in the Middle East that's also maybe pushing out sales cycles. Sean Stinson: No, it's very strong in the Middle East, and I do believe that a lot of that has to do with the lower incremental cost of production in the Middle East. I believe Aramco has published numbers like this is a few years ago. So look this up before you quote me on it. But at some point, I think they quoted that their cost of production per barrel of oil is $19, and that's significantly higher in North America. So like I view the Middle Eastern energy market as a hedge to the North American market, just as I view the downstream refining market as a hedge to upstream. We're making significant inroads in refining. So typically, when the price of energy is low refining, will still buy. Upstream might suffer a little bit. But -- so we look at ways to naturally hedge the business by getting into different vertical markets. And just like I said, even a geographical split can help us even when you're in the same vertical. Operator: We have a follow-up question from Martin Toner with ATB Capital Markets. Martin Toner: At what point would G8 shipments run into capacity issues, if at all? Cody Slater: Our ops teams are so strong. We just don't see that as a challenge. We're planning for growth, and we're planning for capabilities there. We're planning for growth and we have the capabilities there to meet whatever demand we see. Operator: This concludes the question-and-answer session. I would like to turn the conference back over to Cody Slater for any closing remarks. Please go ahead. Cody Slater: Thank you, operator, and thank you, everyone, for your attention and your time today. I look forward to talking again throughout 2026 as we launch the G8 and take the next steps on connecting the industrial workforce. Thanks again, everyone. Operator: This concludes today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.
Operator: Hello, and welcome, everyone, to the Insteel Industries First Quarter 2026 Earnings Call. My name is Breeka, and I will be your operator today. All lines will be muted throughout the presentation portion of the call with a chance for Q&A at the end. I will now hand over to your host, H.O. Woltz III, CEO, to begin. Please go ahead. H.O. Woltz III: Good morning. Thank you for your interest in Insteel Industries, Inc. Welcome to our first quarter 2026 conference call, which will be conducted by Scot R. Jafroodi, our Vice President, CFO, and Treasurer, and me. Before we begin, let me remind you that some of the comments made in our presentation are considered to be forward-looking statements that are subject to various risks and uncertainties which could cause actual results to differ materially from those projected. These risk factors are described in our periodic filings with the SEC. The upturn in business activity we reported previously continued during our first quarter, and our fiscal 2025 acquisitions continue to perform well. While our ability to forecast future activity is limited, we are encouraged by the level of optimism in our markets as well as brisk order entry up to this point in January, which causes us to believe that 2026 will be a strong year for the company. While the relative strength of our markets is real, we are aware of uncertainties created by the administration's trade policies, the nation's fiscal conditions, and by the economic cycle. I am going to turn the call over to Scot R. Jafroodi to comment on our financial results. Following Scot's comments, I will pick the call back up to discuss our business outlook. Scot R. Jafroodi: Thank you, H.O. Woltz III, and good morning to everyone joining us today. As highlighted in this morning's press release, we delivered a strong start to the year. First quarter results benefited from improved demand for our concrete reinforcing products, which supported wider spreads between selling prices and raw material costs. Net earnings for the quarter rose to $7.276 million or 39¢ per share compared with $1.1 million or 6¢ per share in the same period last year. It is also worth noting that last year's first quarter results included $1 million of restructuring charges and acquisition-related costs, which collectively reduced earnings per share by 4¢. First quarter shipments, which are typically our softest period due to winter weather conditions and holiday schedules, increased 3.8% year-over-year. On a sequential basis, shipments declined 9.7% from the fourth quarter, which is consistent with normal seasonal patterns. The year-over-year growth in shipments reflects improved demand across our commercial and infrastructure markets along with incremental volume from the acquisitions we completed early last year. As we move forward, our year-over-year volume comparisons will normalize now that these acquisitions are fully integrated into our run rate. Turning to pricing, average selling prices increased 18.8% year-over-year, reflecting the pricing actions we took throughout fiscal 2025 to offset higher steel wire rod costs driven by tight domestic supply conditions and increased Section 232 steel tariffs, as well as to address rising raw operating costs. Sequentially, average selling prices were essentially unchanged from the fourth quarter as we did not take additional pricing actions during the current period. However, with scrap and wire rod prices now moving higher again, we implemented our old price increases across most product lines, which took effect earlier this month. Gross profit for the quarter improved to $18.1 million from $9.5 million a year ago, with gross margin expanding 400 basis points to 11.3% from 7.3%. This improvement was driven by widening spreads, higher shipment volumes, and lower unit manufacturing costs. On a sequential basis, gross profit declined by $10.5 million from the fourth quarter, and gross margin narrowed by 480 basis points, driven primarily by the consumption of higher-cost inventory. As I just mentioned, the price increases implemented in January are expected to benefit second-quarter spreads and margins as higher selling prices begin to align with the consumption of lower-cost inventories under the first-in, first-out accounting methodology. SG&A expenses for the quarter rose by approximately $900,000 to $8.8 million or 5.5% of net sales compared with $7.9 million or 6.1% of net sales in the prior year. The year-over-year increase was driven primarily by an $800,000 rise in compensation expense under our return on capital-based incentive plan, reflecting stronger financial performance in the current year. As you may recall, we did not incur any incentive compensation expense in the first quarter of last year. Our effective tax rate decreased to 21% compared to 26.1% in the prior year period. The decline was primarily driven by a reduction in the valuation allowance on deferred tax assets along with a discrete tax item related to the calculation of state deferred taxes. Looking ahead, we expect our effective tax rate for the remainder of the year to be approximately 23%, subject to the level of pretax earnings, post-tax book-to-tax differences, and the other assumptions and estimates underlying our tax provision calculation. Moving to the cash flow statement and the balance sheet, cash flow from operations used $700,000 in the quarter, compared to providing $19 million last year. Net working capital used $16.6 million of cash in the first quarter, driven primarily by a $34.5 million increase in inventories, partially offset by a $14.1 million reduction in accounts receivable. The inventory increase reflects higher raw material purchases, including a meaningful amount of offshore material, along with an increase in the average carrying value of inventory. On the receivable side, the decline was largely tied to lower shipments, which is consistent with the normal seasonal slowdown in sales we see this time of year. Reported on the inventory position represented approximately 3.9 months of shipments on a forward-looking basis, calculated off of our forecasted second-quarter volumes, compared with 3.5 months at the end of the fourth quarter. As we discussed on our prior call, we expected a temporary inventory build in the first quarter as we supplemented domestic wire rod supply with offshore purchases. Looking ahead, we expect inventory levels to moderate over the course of the second quarter as purchasing activity normalizes and shipment volumes increase. It is also worth noting that our first-quarter inventories are carried at an average unit cost that is generally in line with our first-quarter cost of sales and remain below current replacement levels. We incurred $1.5 million of capital expenditures in the first quarter and remain committed to a full-year target of $20 million. H.O. Woltz III will provide more detail on this topic in his remarks. In December, we returned $19.4 million of capital to our shareholders through the payment of a $1 per share special cash dividend in addition to our regular quarterly dividend. This marks the ninth time in the last ten years that we have issued a special dividend. Also, during the first quarter, we continued our share buyback, repurchasing $745,000 of common equity equal to approximately 24,000 shares. From a liquidity perspective, we ended the quarter with $15.6 million in cash on hand and no borrowings outstanding on our $100 million revolving credit facility. Turning to the macro indicators for our construction end markets, the latest readings from two key leading measures, the Architectural Billing Index (ABI) and Dodge Momentum Index (DMI), continue to signal a mixed and somewhat cautious outlook for nonresidential commercial construction activity. In November, the ABI registered 45.3, remaining firmly in negative territory as any reading below 50 can indicate a contraction in activity. This marks the thirteenth consecutive month of declining billings. Inquiries for new projects showed only modest improvement, and the value of newly signed design contracts continued to soften. In contrast, the Dodge Momentum Index signaled strengthening activity, rising 7% in December and supported by more than 3.5% growth in commercial planning, driven in large part by data center construction. Year-over-year, the DMI was up over 50% overall, including a 45% increase in the commercial segment. Turning to the broader market backdrop, the most recent construction spending data from the US Department of Commerce shows that through August, total construction spending on a seasonally adjusted basis was down about 1.6% year-over-year. Nonresidential spending declined 1.5%, and public highway and street construction, one of our key end markets, was down about 1% compared to the same period last year. Finally, US cement shipments, another key measure that we monitor, fell 4.3% in August and were down 3.4% year-to-date. That said, as we close out 2026, we are encouraged by the steady demand we are seeing across our core markets. While we recognize the broader economic backdrop remains uncertain, the demand trends we are seeing and the conversations we are having with customers give us confidence as we look ahead to the balance of the year. This concludes my prepared remarks. I will now turn the call back over to H.O. Woltz III. H.O. Woltz III: As I noted in my opening comments, we are pleased with the acceleration of business activity that continued through our first quarter. Our first quarter performance will never be strong due to the limited number of working days in the quarter after giving effect to Thanksgiving and Christmas shutdowns through much of the industry and to seasonal weather patterns. So our first quarter results are never indicative of the level of demand for our products. Nevertheless, we are pleased with the performance for the quarter and see no indication that the level of activity in our markets is poised to subside. As we consider the drivers of demand for our products, the facts are no clearer to us today than they have been in the past. We believe, however, that funding from the Infrastructure Investment and Jobs Act (IIJA) is responsible for much of the uptick in demand we have experienced, although we cannot definitively state that any single project was funded by IIJA. I suspect the same is true for our customers. They have enjoyed better volume levels without knowing the precise source of funding that drives demand for their products. While IIJA funding expires in 2026, funded projects will proceed into 2027 and beyond. The consensus today is that there is bipartisan support for a replacement infrastructure funding mechanism. Of course, that remains to be seen. The other notable source of demand that we expect to remain robust into 2027 is from the data center construction boom that has been well publicized. While community pushback seems to be growing as the scale of data center resource intensity is more fully appreciated, we have commitments from customers for projects that have been approved and funded and that should run through calendar 2026. The timing of the data center activity is fortuitous since other sectors of the private nonresidential construction market are weak. We believe the data center work will serve as a timely bridge while we wait for the recovery of more traditional private nonresidential projects. Turning to another subject, the steel industry may have been more affected by the administration's tariff policy than any other industry. The Section 232 tariff of 50% on imports of steel has caused market prices in the US for hot rolled wire rod, our primary raw material, to rise to a level that is 50% to 100% higher than the global market price. While we are fortunate that imports of PC strand are now subject to the Section 232 tariff under the derivative products provision, domestic wire rod prices have risen to an extent that dilutes the benefit of the Section 232 tariff on PC strand. Probably of more importance is the uncertainty that continues to surround the administration's tariff policy. Recently, I read that the Secretary of Commerce had speculated that the Section 232 tariff might be modified or removed with respect to the Europeans if the right trade deal were struck between the US and European Union. It is reasonable to assume that this could be true with respect to other countries as well. Notably, negotiations surrounding USMCA come to mind. Such speculation by the administration increases uncertainty and instability in US markets. It is important for investors to understand that Insteel Industries, Inc. operates in a small segment of the domestic hot rolled carbon steel market. Domestic production of wire rod, our primary raw material, is approximately 3.5 million tons per year, while US production of all hot rolled carbon steel is roughly 100 million tons per year. Difficult economic conditions in recent years for producers of wire rod resulted in the permanent closure of two producing mills and financial struggles together with significantly diminished output for a third producer. Altogether, these curtailments reduced actual domestic production of wire rod by more than 800,000 tons per year and reduced domestic capacity to produce wire rod by nearly 1.2 million tons per year relative to apparent domestic consumption of approximately 5 million tons per year. So by our calculation, capacity equal to nearly 25% of apparent domestic consumption is offline, most of it permanently. These capacity curtailments together with the imposition of the Section 232 tariff caused the US wire rod market to tighten significantly and created serious questions about the adequacy of domestic supply. Insteel Industries, Inc. therefore turned to the offshore market for a portion of its supply. The economics of offshore transactions, which include substantial freight costs, require the purchase of large quantities with a resulting impact on inventories and networking capital requirements as reflected on our balance sheet. Net working capital has risen over $50 million in the last twelve months. We expect to continue importing a portion of our raw material requirement until such time as domestic availability improves. We believe, however, that the net working capital impact of importing will be more muted going forward and that we will see significant working capital release as market conditions normalize. But it is not possible to quantify this at the present time. Finally, turning to CapEx, as mentioned in the release and by Scot R. Jafroodi, we expect to invest approximately $20 million in our plants and information systems infrastructure here in 2026. We expect our investments to support the growth of our engineered structural mesh business, to reduce our cash production costs, and to enhance the robust nature of our information system. Consistent with past practice, we will provide quarterly updates of our investment activities and expectations as the year progresses. We believe our estimate is conservative in keeping with prior forecasts for CapEx levels. Looking ahead, we are aware of substantial risks related to the state of the economy and the administration's tariff policies. Regardless of developments in these areas, we are well-positioned to pursue growth-related activities, both organic and through acquisitions, to optimize our costs. This concludes our prepared remarks, and we will now take your questions. Breeka, would you please explain the procedure for asking questions? Operator: Of course. If you wish to ask a question, please press star followed by one on your telephone keypad now. Please press star followed by two. And when preparing to ask your question, ensure your device is unmuted locally. We have our first question from Julio Alberto Romero from Sidoti and Company. Your line is now open. Please go ahead. Julio Alberto Romero: Thanks. Hey, good morning, H.O. Woltz III and Scot R. Jafroodi. To begin, you sounded pretty constructive on the overall demand outlook, particularly with the data center and IIJA-related projects. You mentioned the commitments you have from customers on the data center side that have been approved and funded and run through calendar 2026. Can you give us a little bit more color on these commitments? Are these new commitments in your pipeline? Have they been accelerating? And what is your sense of how far out these commitments are beyond calendar 2026? H.O. Woltz III: Well, I mean, the data center business is new to Insteel Industries, Inc. It is new to much of the economy. I think 2025 was the first year we had done any significant data center business, but certainly, now that we are in that market and connected with some of the companies that regularly do that business, we are seeing repeat opportunities and robust demand, which comes as no surprise based on what has been publicized about that industry and that build-out. Julio Alberto Romero: Got it. That is helpful. And, talking about the volumes in the quarter, you experienced growth of roughly 4%. Can you talk about how that was affected, if at all, by constraints of wire rod? Both in this quarter and on a go-forward basis? H.O. Woltz III: Do you mean just the domestic situation? Julio Alberto Romero: Yeah. I think the last couple of quarters you called out that raw material constraints have kind of constrained your volume output. But it sounds like that was less of an effect this quarter. H.O. Woltz III: So the reason that I went through the mill closures and sort of the macro with respect to wire rod supply and demand is to give readers of our release and participants on this call a sense for why our inventories have grown. Our inventories have grown because we are unable to acquire sufficient quantities of wire rod domestically, and we are forced to go offshore. I will point out that the situation in the wire rod market is very different than the situation that confronts purchasers of other hot rolled steel products because wire rod capacity has contracted significantly, and capacity has expanded significantly in other hot rolled products. So when we concluded that it was unlikely we could support our business objectives by buying solely domestically, we went to the offshore market to fill the gaps. We will continue doing so until such time as we see that availability improves in the US and that suppliers are willing to work for an order. Julio Alberto Romero: Very helpful context there. Last one, if I may, and I will pass it on, is on the SG&A front. You were able to grow sales 23% while SG&A grew by 11%. My question is, are you beginning to realize SG&A leverage from your acquisitions of EWP and OWP at this point in time? Or is that leverage still coming in your view? H.O. Woltz III: Well, I mean, we certainly realize the synergies we expected to come from the acquisition. I would say that together with the added shipments and sales volume is really what that acquisition was all about. We are pleased with its performance, and we are moving along well. Julio Alberto Romero: Excellent. I will pass it on. Thanks very much. Scot R. Jafroodi: Thank you. Operator: Our next question is from Tyson Lee Bauer from KC Capital. Your line is now open. Please go ahead. Tyson Lee Bauer: Good morning, gentlemen. Insteel Industries, Inc. has consistently been able to run counter to the industry stats as far as your ability to grow shipments and your ability to grow as a company. Versus, I think you mentioned, thirteen straight months of ABI billings below 50 and some of the other general industry stats. What has allowed you to run counter to those? Are we seeing an underlying acceleration away from just standard rebar to more of your ESM products and other products that would account for your ability to grow facing those kinds of industry headwinds? H.O. Woltz III: Well, if I remember correctly, Tyson, the first time that business conditions for Insteel Industries, Inc. seemed to diverge significantly from what the major macro indices would indicate was 2025. Several things have happened internally that have helped us with that. Our work in the cash-in-place market has helped. Our acquisitions have helped. I think there are things going on internally that are different than what you may see in macro indicators for construction activity in the US market. We will continue pursuing the paths that we are pursuing now. Tyson Lee Bauer: In the past, you benefited from when we were going into 2021 with the distribution centers. Now we are looking at data centers, both DC, ironically. You are working with those contractors that specialize there. Are you being spec'd into those designs as you were with some of the online retail customers before in the DCs? As we see that develop and that industry grow, are you kind of in lockstep with that? H.O. Woltz III: Yeah. I think every project is different. But as a general goal, I would say no. We are not spec'd in. Rebar is spec'd in. We make a conversion of rebar applications to engineered structural mesh applications and rely on the value proposition of our product. Particularly with respect to data centers, one of the significant value propositions that we offer is speed. These owners and lessors of these centers are really focused on constructing them and getting them up and operating quickly. Our product helps with that whole charge. Tyson Lee Bauer: So you do have an inherent advantage based on what your product is to grow along with that growing segment, that niche. H.O. Woltz III: Yeah. I think the value proposition of our product relative to rebar is solid. There is no question about that. Tyson Lee Bauer: Okay. Inventory levels, it sounds like that may have peaked this past quarter. Will we see a gradual downtick? Will that downtick accelerate as we get into fiscal three and fiscal four? H.O. Woltz III: Well, I think it depends on the level of shipments that we see. If the scenario that we believe will unfold actually unfolds, and that is one of strong business conditions in 2026, then I think that is correct. But keep in mind that we will go back to the offshore market for Q3 and Q4 if we do not see significant improvements in the balance of supply and demand domestically. Tyson Lee Bauer: Okay. The CapEx of $20 million, is that roughly split fifty-fifty maintenance, $10 million, $10 million for whether it be cost reductions or product line expansions, more of the growth side or improvement in margin? Is that kind of the split you are looking at? H.O. Woltz III: I would say that is close to correct. We are still identifying some of the capacity expansion opportunities that exist out there. Of course, we are always interested in incorporating new technology into our manufacturing operations that will help us reduce cash costs of operation. We still have the underlying labor availability issue. As you might suspect, the more new technology we bring into the plants, the less labor-intensive our operation is. We are very much oriented toward looking at that. Tyson Lee Bauer: Okay. And last one for me. As the administration goes to Davos, it is supposed to lay a plan to increase and incentivize greater activity in the residential side, which is about 15% of your overall business. Betting against the administration has proved futile. So you kind of go with what they are pushing, especially in an election year. How quickly can that residential market for you turn where it becomes a benefit as opposed to just kind of being stuck in the mud the last couple of years? H.O. Woltz III: My view would be probably not fast enough to have any meaningful impact on 2026 for Insteel Industries, Inc. More importantly, our participation in residential markets would be related to slab-on-grade construction of housing units where the slabs are post-tensioned, and we are using PC strand. That is the segment of business where we knock heads with the imports most closely. Tyson Lee Bauer: Okay. I am going to sneak one in. The labor cost outlook, we have heard other companies talk about general wage increases, health costs on that side of it. Have you indexed or looked at labor costs in increases for this year and what kind of offsets you have there? H.O. Woltz III: Yeah. We have 11 or 12 different considerations because we look at prevailing labor markets in each of the areas where we operate. They are each different. But the upward pressure on labor costs still exists. We are incurring significant reciprocal and Section 232 tariff expenses in purchases of non-raw material items like spare parts, seeing energy increase. The inflationary environment is alive and well within our operations, and it really, like I say, every one's an independent event. Tyson Lee Bauer: Okay. Thank you, gentlemen. Operator: Thank you. We currently have no further questions, so I will hand back over to the management team for closing remarks. H.O. Woltz III: Okay. We appreciate your interest in Insteel Industries, Inc. and its operating results, and we look forward to talking to you next quarter. In the meantime, if you have questions, do not hesitate to follow up with us. Thank you. Operator: This concludes today's call. Thank you for joining. You may now disconnect your lines.
Katie: Good morning. My name is Katie, and I will be your conference facilitator today. I would like to welcome everyone to the Goldman Fourth Quarter 2025 Earnings Conference Call. On behalf of The Goldman Sachs Group, Inc., I will begin the call with the following disclaimer. The earnings presentation can be found on the Investor Relations page of The Goldman Sachs Group, Inc. website and contains information on forward-looking statements and non-GAAP measures. This audiocast is copyrighted material of The Goldman Sachs Group, Inc. and may not be duplicated, reproduced, or rebroadcast without consent. This call is being recorded today, 01/15/2026. I will now turn the call over to Chairman and Chief Executive Officer, David Solomon, and Chief Financial Officer, Dennis Coleman. Thank you. Mr. Solomon, you may begin your conference. David Solomon: Thank you, operator. Good morning, everyone. Thank you all for joining us. I am very pleased with our strong performance in the fourth quarter. We generated earnings per share of $14.1, an ROE of 16%, and an RoTE of 17.1%. For the full year, we delivered earnings per share of $51.32, a 27% increase versus last year, and ROE of 15% and ROTE of 16%. Before we review our financials in detail, I want to discuss our longer-term performance and provide an update to you on our strategy. Beginning on Page one, in 2020, we held the firm's first investor day and laid out a clear and comprehensive strategy to grow and strengthen the firm. We also set a number of targets so we would be held accountable for our progress. Since then, guided by our purpose to be the most exceptional financial institution in the world, supported by our four values of client service, integrity, partnership, and excellence, we continue to successfully execute on this strategy. We increased firm-wide revenues by roughly 60%. We grew EPS by 144%. We improved our returns by 500 basis points. And we delivered a total shareholder return of over 340%, the most of our peer group over this time frame. As you can see on page two, we achieved this while also materially improving the risk profile of the firm and enhancing the resilience of our earnings. We have doubled our more durable revenues. We have reduced historical principal investments by over 90% from roughly $64 billion down to $6 billion. The results of these multiyear efforts to scale capital-light businesses and reduce our capital intensity were reflected in our most recent CCAR stress test, where we've driven a 320 basis point improvement in our stress capital buffer. Overall, we have strengthened and grown the firm through relentless focus on delivering excellence to our clients. Turning to page three, I want to highlight our strong execution in 2025. Our success is fueled by our world-class interconnected franchises that deliver one Goldman Sachs to our clients around the globe. In global banking and markets, we maintained our position as the number one M&A adviser in investment banking and number one equities franchise alongside our leading position in FICC. We improved our standing with the top 150 clients in these businesses, which has contributed to 350 basis points of wallet share gain in GBM since 2019. We significantly increased our more durable FICC and equity financing revenues, which grew to a new record of $11.4 billion for the year and generated returns in excess of 16% in the segment. In asset wealth management, we are a top-five active asset manager, a leading alternatives franchise, and a premier ultra-high-net-worth wealth manager. We've consistently grown more durable management, other fees, and private banking and lending revenues, which were both records in 2025. And also raised a record $115 billion in alternatives. Our strong execution has led to improvement in both the margins and the returns in this segment. Importantly, we're taking the final steps needed to narrow our strategic focus. In addition to completing the transition of the General Motors credit card program last August, last week, we announced an agreement to transition the Apple Card portfolio. Let's turn to Page four for a deeper dive on our franchises, starting with investment banking, where we have been the number one M&A adviser for twenty-three consecutive years. Very few, if any, service businesses of our size can claim long-standing leadership to this degree. This is a reflection of the strength of our client relationships as well as the quality of our people and the advice and execution capabilities they bring to our clients. Since 2020, we've generated an incremental $5 billion in advisory revenues versus the number two competitor. And in 2025 alone, we've advised on more than $1.6 trillion of announced M&A transaction volumes, over $250 billion ahead of the next closest peer. Over the last year, we've seen high levels of client engagement across our investment banking franchise. And we expect activity to accelerate in 2026. Our outlook is supported by a number of catalysts: corporate focus on strategically positioning scale and innovation, the tremendous public and private capital fueling growth in AI, as well as a strong pickup in sponsor activity. Given our best-in-class sponsor franchise, we're especially well-positioned to help sponsors deploy the $1 trillion of dry powder they hold and monetize the roughly $4 trillion of value across their portfolio companies. Increased levels of engagement are reflected in our backlog, which stands at its highest level in four years. M&A transactions often kick off a flywheel of activity across our entire franchise. Whether it's acquisition financing, hedging activity, secondary market making, or investing opportunities for our AWM clients, it is unquestionable that there is a significant multiplier effect. And as the number one advisor for over two decades, we are uniquely positioned to capture the significant forward opportunity. Moving to Page five, another growth engine for GBM has been our leading origination and financing businesses. Last year, we announced the creation of the Capital Solutions Group, formalizing a hub to provide our clients a comprehensive suite of financing origination, structuring, and risk management offerings across both public and private markets. On the public side, we are optimistic about the outlook for equity and debt underwriting, particularly amid the resurgence in the IPO market and higher acquisition finance-related activity. We have a long-standing track record and leading market positions. On the private side, our ability to structure holistic solutions has led to a number of asset-backed financings across infrastructure, transportation, and data centers. Supported by strong origination and structuring that feed opportunities across our client franchise and our asset management platform. These capabilities have supported our deliberate strategy to grow our more durable financing revenues, providing a ballast to our results and comprising 37% of total FICC and equity revenues in 2025. Since 2021, these have increased at a 17% CAGR. And with risk management always top of mind, we still expect to prudently drive growth from here. On page six, we illustrate the strength and resilience of the FICC and equities intermediation businesses. We have a demonstrated ability to deliver strong results in a broad array of market environments. While client activity levels in different asset classes ebb and flow in any given quarter, our overall results have been remarkably consistent over time. This reflects the breadth and diversification of these businesses, which have been bolstered by our share gains. We see even more opportunities to further strengthen our client franchise. This includes investing to improve our market-making capabilities and broaden offerings for active and passive ETF issuers. In addition, we are working to close share gaps with key client segments, including insurers, wealth managers, and RIAs, as well as in certain product areas like corporate derivatives. Geographically, we are looking to close the share gap in Asia, in part by focusing on these areas. Turning to page seven, our scaled asset and wealth management business has $3.6 trillion in assets under supervision, with global breadth and depth across products and solutions. We've grown more durable revenues across management and other fees in private banking and lending at a 12% CAGR, ahead of our target, and we continue to see significant opportunities across wealth management, alternatives, and solutions. We have also improved our AWM margins and returns. And given our growth outlook across these businesses, we are setting new targets. We are increasing our pretax margin target to 30%, which will help drive high-teen returns in AWM over the medium term. Let's dive deeper into our key growth opportunities, starting with wealth management on page eight. Over the last fifty years, we have built a premier franchise with $1.9 trillion in client assets that is centered around meeting the distinct investing, planning, and borrowing needs of ultra-high-net-worth individuals, family offices, endowments, and foundations. Over the last five years, we drove long-term fee-based inflows at an annual pace of 6% and grew wealth management revenues at a CAGR of 11%. And we expect further growth from here. Specifically, we are broadening our client base by increasing the number of advisers and content specialists globally. We're expanding our loan product offerings in line with client demand. We are enhancing alternatives investment offerings to facilitate clients moving closer to their optimal target allocation. And we are continuing to elevate the overall client experience, including via enhanced digital offerings and more expansive thought leadership engagements that leverage the convening power of Goldman Sachs. To sharpen our focus on future growth in wealth management, we are introducing a new target of 5% long-term fee-based net inflows annually from the platform. On Page nine, we highlight our other key growth opportunities in asset wealth management, alternatives, and solutions. We have a leading alternatives platform where we've raised $438 billion since our 2020 investor day. And we have grown alternatives management and other fees to a record $2.4 billion. We continue to scale our flagship fund programs while concurrently developing new strategies. Given our success in strengthening and growing our alternative platforms, we believe we can raise between $75 billion and $100 billion annually on a sustainable basis. As these funds continue to be deployed, we expect double-digit growth in alternative management and other fees. We expect fee-paying alternative assets under supervision to reach $750 billion by 2030. This further supports our existing target of generating $1 billion in incentive fees annually. We're also pleased with the progress across our solutions business, where we see secular growth in demand for our products and services. We are the number one outsourced CIO manager in the US, providing clients a one-stop shop for their investment needs: advice, portfolio construction, risk management, and hedging. And we've won significant global mandates this year from firms, including Eli Lilly and Shell. We are also the number one separately managed account and the second-largest insurance solutions provider. Looking forward, we see continued opportunities for growth, including in third-party wealth, in the context of alternatives offering, ETFs, and customized solutions like direct indexing. In addition, we are expanding our capabilities in the retirement channel via partnerships, further deepening our strong relationships with insurers, and enhancing our offerings for institutional clients, including sovereign wealth funds. Turning to page 10, building on our strong organic growth, we are accelerating our growth trajectory in asset wealth management through our recent strategic partnerships and acquisitions. Our collaboration with T. Rowe Price delivers a range of public and private market solutions for retirement and wealth investors. Last month, we announced the launch of co-branded model portfolios, the first of four planned product offerings. We recently closed the acquisition of Industry Ventures, a venture capital platform that adds an attractive technology investment capability to our market-leading secondaries investing franchise, XIG, where we now have over $500 billion in assets under supervision. Most recently, we announced the acquisition of Innovator, which significantly scales our businesses to be in the top 10 of active ETF providers globally, particularly in the fast-growing outcome-based ETF segment. While the bar for transformational M&A remains very high, we will continue to look for ways to accelerate growth in asset wealth management. Turning to Page 11, we have a long history of prudent and dynamic capital management, and our philosophy remains unchanged. We prioritize investing across our client franchises at attractive returns, sustainably growing our dividend, and returning excess capital to shareholders in the form of buybacks. We see meaningful opportunities to deploy capital across our franchise. This includes leaning into acquisition financing as M&A activity accelerates, supporting growth in equities and fixed financing, and increasing lending to our ultra-high-net-worth clients. That said, given our strong earnings generation capability and excess capital positions, we also have the capacity to return more capital to shareholders. Today, we are announcing a $0.50 increase in our quarterly dividend to $4.5, representing a 50% increase from a year ago. In addition, we have $32 billion of remaining buyback capacity under our current share repurchase authorization. And while we are mindful of our current stock price, we will remain dynamic in executing repurchases. Turning to Page 12, as we continue to grow the firm and strategically deploy our balance sheet to support client activity, our unwavering focus remains on maintaining a disciplined risk management framework and robust standards. We've been on a multiyear journey to diversify our funding footprint, including building strategic deposit-raising channels such as private banking, markets, and transaction banking. This has significantly improved our funding structure. Our deposits have grown to $501 billion and now represent roughly 40% of our total funding. We continue to optimize activity in our bank, which held 35% of firm-wide assets at year-end, versus 25% at the time of our first Investor Day. Overall, this progress underscores our commitment to the diversification and resiliency of our funding profile, which has improved our funding costs and our financial flexibility. All in, our robust capital position, diversified funding mix, dynamic liquidity management, and strong risk discipline are foundational to the strength and stability of our balance sheet, allowing us to meet the evolving demands of our clients. Moving to Page 13, last quarter, we announced the launch of One Goldman Sachs 3.0, our new operating model propelled by Ella AI. We are excited to embark on this effort, starting with six work streams we identified as ripe for disruption. Our people have begun thorough assessments of opportunities for efficiency, and we will then invest to reengineer these processes from the ground up. We will be measuring and driving accountability, and we will update you over the coming year with additional details regarding these metrics. Let's turn to page 14. The exceptional service we provide our clients is a direct result of our people, who are our most important asset. Our client franchise is powered by our best-in-class talent and culture. And it is critical that we continue to invest in Goldman Sachs as an aspirational brand around the globe, which allows us to attract quality talent at all levels. As an example, in 2025, we had over 1.1 million experienced hire applications, a 33% increase from last year. And in our summer internship program, we maintained a selection rate of less than 1%. Many of these individuals will have long careers at the firm, exemplified by the fact that roughly 45% of our partners started as campus hires. And while some leave for opportunities elsewhere, these firms often become important clients to Goldman Sachs. Today, more than 650 of our alumni are in C-suite roles at companies with either a market cap greater than $1 billion or assets under management greater than $5 billion. On page 15, we outline our firm-wide through-the-cycle targets. Given the successful execution against our strategic priorities, we are confident that we will continue to deliver on these. And in the near term, we believe that our catalysts position us to exceed our return target. We have the number one M&A advisor within our leading global banking and markets franchise that is poised to capitalize on a cyclical upswing in investment banking activity. A scaled asset wealth management business with higher margin and return targets and clear opportunities for future growth. And tailwinds from a more balanced regulatory regime. In closing, I am incredibly proud of what we have delivered, and I am confident that we will continue to serve our clients with excellence and drive strong returns for our shareholders. Let me now turn it over to Dennis to cover our financial results in more detail. Dennis Coleman: Thank you, David. And good morning. Let's start with our results on page 16 of the presentation. In the fourth quarter, we generated revenues of $13.5 billion, earnings per share of $14.01, an ROE of 16%, and an RoTE of 17.1%. For the full year, we delivered earnings per share of $51.32, a 27% increase versus last year. An ROE of 15% and an RoTE of 16%, improving 230 and 250 basis points, respectively, compared to 2024. As David mentioned, we announced an agreement to transition the Apple Card portfolio. For the quarter, the transition had a net positive impact of $0.46 to EPS and 50 basis points to ROE, as a $2.3 billion revenue reduction was more than offset by a $2.5 billion reserve release upon moving the portfolio to held for sale. Given that we are taking our final steps to narrow our strategic focus, you will have seen we implemented minor organizational changes and made corresponding updates to our segments, which are incorporated in our earnings presentation today. Turning to results by segment, starting on Page 18, Global Banking and Markets produced record revenues of $41.5 billion for the year, up 18% amid broad-based strength versus last year. In the fourth quarter, investment banking fees of $2.6 billion rose 25% year over year, driven by increases in each of advisory, debt underwriting, and equity. For 2025, we maintained our number one in the league tables for announced and completed M&A, and also ranked first in leveraged lending. We ranked third in equity underwriting and second in common stock offerings, convertibles, and high-yield offerings. Even with very strong accruals in the fourth quarter, our investment banking backlog rose for a seventh consecutive quarter to a four-year high, primarily driven by advisory. As David mentioned, we are optimistic about the investment banking outlook for 2026 and the multiplier effect this activity has across our franchise. FICC net revenues were $3.1 billion for the quarter, up 12% year over year. In intermediation, the 15% year-over-year increase was driven by rates and commodities, and in financing, revenues rose 7% to a new record on better results within mortgages and structured lending. Equities net revenues were $4.3 billion in the quarter. Equities intermediation revenues were $2.2 billion, up 11% year over year on better performance in derivatives. Equities financing results hit a quarterly record of $2.1 billion, up 42% versus the prior year amid record average balances in prime. For the full year, total equities net revenues were a record $16.5 billion, surpassing last year's record by over $3 billion, helped by the multiyear investments we've made in this business. Moving to asset wealth management on page 20, for 2025, revenues were $16.7 billion, and our pretax margin was 25%. Segment ROE for the year was 12.5%, and in the mid-teens when adjusted for the 230 basis point impact from HPI and its related equity as well as the FDIC special assessment fee. In the quarter, management and other fees were a record $3.1 billion, up 5% sequentially and 10% year over year. Private banking and lending revenues rose 5% year over year to $776 million, as higher results from lending and deposits related to wealth management clients were partially offset by NIM compression in the Marcus deposit portfolio. Incentive fees for the quarter were $181 million, bringing our full-year incentive fees to $489 million, up 24% versus the prior year. We expect to make further progress in 2026 towards our annual target of $1 billion. Now moving to page 21, total assets under supervision ended the quarter at a record $3.6 trillion, driven by $66 billion of long-term fee-based net inflows across asset classes and $50 billion of liquidity inflows. In conjunction with our new long-term fee-based inflow target in wealth management, we are providing enhanced disclosures outlining inflows and long-term AUS by channel. Turning to page 22 on alternatives, alternative AUS totaled $420 billion at the end of the fourth quarter, driving $645 million in management and other fees. Gross third-party fundraising was $45 billion in the fourth quarter and $115 billion for the year. Moving to Page 24, our total loan portfolio at quarter-end was $238 billion, up sequentially reflecting higher collateralized lending balances. Provision for credit losses reflected a net benefit of $2.1 billion, including the previously mentioned reserve release associated with the Apple Card portfolio. Let's turn to expenses on page 25. Total operating expenses for the year were $37.5 billion. Compensation expenses were $18.9 billion and included $250 million of severance costs, driving a full-year compensation ratio net of provisions of 31.8%. Full-year non-compensation costs of $18.6 billion were up 9% year over year, driven primarily by higher transaction-based activity. While the operating environment for our businesses continues to improve, we remain committed to our key strategic priority of operating more efficiently and are maintaining a rigorous focus on advancing our productivity and efficiency initiatives as part of One Goldman Sachs 3.0. Our effective tax rate for 2025 was 21.4%. For 2026, we expect a tax rate of approximately 20%. Next, capital on Slide 26. Our common equity Tier one ratio was 14.4% at the end of the fourth quarter under the standardized approach. In the fourth quarter, we returned approximately $4.2 billion to common shareholders, including common stock repurchases of $3 billion and dividends of $1.2 billion. In conclusion, our strong performance this year reflects the strength of our client franchise and our multiyear execution on our strategic priorities. We see a highly constructive setup for 2026 as the improving investment banking environment and our deep client connectivity position us to capture significant opportunities across the entire firm. At the same time, we remain mindful that the operating environment can shift quickly. Economic growth, policy uncertainty, geopolitical developments, and market volatility are factors we continue to monitor closely. And as always, disciplined risk management will remain central to how we serve clients and allocate resources. Even so, with solid momentum and growth opportunities across our businesses, we are optimistic about the forward outlook for Goldman Sachs and remain confident in our ability to deliver for clients and drive strong returns for shareholders. With that, we will now open up the line for questions. Katie: Thank you. Ladies and gentlemen, we will now take a moment to compile the Q&A roster. Press star then one on your telephone keypad if you would like to ask a question. If you would like to withdraw your question, press star then 2 on your telephone keypad. If you're asking a question and you are in a hands-free unit or a speakerphone, we'd like to ask you to use your handset when asking your question. Please limit yourself to one question and one follow-up question. We will take our first question from Glenn Schorr with Evercore. Glenn Schorr: Hi. Thanks very much. Great thoughts and detail in there. One narrow one first. I guess I'll ask it simply. How do you plan to scale wealth from here? And I want to include that if you could. Your aspirations. Meaning, we had a little experiment with United Capital, but, like, you're amazing in ultra-high-net-worth. And I'm curious about the rest of wealth. You've done a couple of things in RIA land, so maybe we could talk about that and then zoom out after that. Thanks. David Solomon: Sure. And appreciate the question, Glenn. I think our ultra-high-net-worth franchise is extraordinary. I think we have a leading position here in the United States. Strong position, but obviously with room for more share and footprint in Europe and in Asia. But I think it's a highly differentiated offering for wealthy individuals and people that have very, very complex needs from a wealth perspective. That business scales with people. You heard in and technology. But you heard in our remarks that we're continuing to invest in broadening the footprint and the coverage available and the resources to expand that ultra-high-net-worth footprint. As you point out, we did do an experiment with United Capital, but we've reached the conclusion that the right way for us, given our manufacturing capability, and asset management, is to really explore broader access to wealth through third-party wealth channels. And so I think you know we're making very significant investments in our third-party wealth capability. That includes partnerships with RIAs and footprint with RIAs. And we have great product manufacturing capability. We can use others' distribution very, very effectively given our brand and our very, very complete diverse product offering. And that will help us continue to scale. But in direct full-service product wealth, we're going to stick with ultra-high-net-worth wealth. And what's interesting is obviously, you've got a bunch of secular things going on that are growing the available people that need these services. You have a huge generational wealth transfer that's going on that's bringing a whole new generation into these services. And it's a very fragmented business, and we think we have a very differentiated offering with lots of upside. And look, you heard what we said about our capabilities and wealth and our target to continue to grow those long-term fee-based wealth assets by 5% as we go forward. Glenn Schorr: I appreciate all that, David. Bigger picture, obviously, really strong results, good backdrop. Middle of the range despite all these strong results because I think there's mixed operating leverage or people always want more operating leverage during big market peaks. So I'm gonna flip the comment around and just ask, what's your level of confidence you've raised the floor with everything that you've laid out and everything you've executed on? Because in the past, when markets pull back off highs, returns for you and others would drift back to the, like, low double digits and sometimes a little bit lower. But, like, I guess I'm curious about how much you think all that progress you've built, how much have you raised the floor? David Solomon: I think we've raised the floor meaningfully. You know, based on the work we've done, the growth that we've done. You know, in particular, the growth of durable revenues, which will be less affected, less affected, not not affected, but less affected if we get into some sort of a downturn or a more challenging environment. If you step back to our Investor Day, the firm's returns in the ten years before our Investor Day averaged nine and change percent. And so I think we now are operating with a global banking and markets franchise that should run mid-teens through the cycle. That doesn't mean you couldn't get a very tough environment where it runs lower, but you can also get environments, and this is part of what we've said about 2026, where it has the potential to run higher. I think we've uplifted the floor very significantly. Now, of course, in very severe downturns, it slows down activity. It impedes confidence. But I just think the firm is bigger, more diversified, much more durable, and better positioned when we have that kind of environment than we've been before. Now I'm not gonna predict the future, and I know it's never a straight line. But I think we've uplifted it very materially. Katie: We'll take our next question from Ebrahim Poonawala with Bank of America. Ebrahim Poonawala: Good morning. I guess maybe just sticking with the true cycle ROE, David, maybe the other end of the spectrum when I talk to investors, given that the stock trading, given the performance you've had, and two structural things seem to be happening at Goldman Sachs. One is obviously, the regulatory backdrop changing is creating more capital flex. And the productivity focus that you had double down with the Goldman Sachs 3.0, is it fair for a shareholder to assume that absent, like, big peaks in falls, that the business is rebasing to maybe something better than mid-teens returns towards closer to high teens? Or is that sort of misplaced and misunderstanding kind of the business dynamics? David Solomon: Well, I appreciate the question, and, look, our goal is gonna continue to be to work very, very hard to do everything we can to continue to take the returns higher. We were very pointed in our comments on the last slide in that presentation that we're reaffirming our mid-teens targets. You know, I certainly remember it. It's not that many quarters ago where many people on this call would ask questions about how we were going to get to the teens. So we've arrived. I think we were pointed in saying, this is an environment where the potential to be positioned to exceed targets in the near term is there, but as the previous set of questions just pointed out, there'll be other environments where there could be headwinds. So I think we're very comfortable that we are operating as a mid-teens firm. We think that we can do things that over time will drive upside to that, but we're not going to set targets until we're very comfortable that we further elevated the firm. I think one of the most important things coming out of the presentation is the next step in our asset wealth management journey to tell you that given the work we've done and the progress we've made, we now have more confidence that we can operate that business at a higher margin, 30%, which drives a higher return. And so we're comfortable putting that target out. And that, of course, elevates the overall performance of the firm. The other thing I just want to highlight that comes out of your comment is people think about the regulatory environment as changing the capital rules and giving us more capital flexibility. But I'd also highlight the regulatory environment in the last five years put costs and burdens on the firm that we now won't have going forward that actually gives us flexibility to invest over time in other things that drive growth. So it's not just the capital stuff, that's important. It's also the fact that we and others in the industry were burdened by additional costs that now can be directed to what I call more productive growth and return for our clients and for our shareholders. Ebrahim Poonawala: That's great. And I guess maybe a second one just on capital deployment. So it's very clear the bar for M&A is high. But when you think about just the stock valuation today, regulatory backdrop, there is a cycle or an environment where there is room to do something transformational. Just give us a sense in terms of do you see this as the right time or if the right opportunity presents itself to do something that would shift the mix, boost the mix of AWM business a lot more, or do you think that's kind of anti-Goldman's DNA to do something that would be too large or transformational? David Solomon: I appreciate the question, Ebrahim, but I'm gonna be very consistent with what I've said multiple times with this question. We feel very good about what we did in 2025, the T. Rowe partnership and the two small acquisitions. They fill in gaps. They accelerate our journey in asset wealth management. But the bar for doing something significant and transformational is very, very high. And it has to be high, one, because there are very few really, really great large businesses. Most of them are not for sale and available. And I think the cultural aspects of Goldman Sachs and what makes Goldman Sachs unique and different, there has to be a tremendous sensitivity to integrating business into it to make sure that Goldman Sachs can continue to be Goldman Sachs. And so I won't say that we don't look at those things and think about those things. But I really my key message is the bar is very high. I do think that we will see other things like the things that we've done that can accelerate our journey and therefore increase the growth trajectory of the asset wealth management business. Katie: We'll take our next question from Erika Najarian with UBS. Erika Najarian: Hi, good morning. I hate framing this question this way, but I can't think of a better way to frame it. In terms of the capital market cycle ahead, what quote inning are we in? And as investors think about the scale of potential upside to Goldman? Maybe compare and contrast the preconditions that you see for the capital markets backdrop in 2026 with 2021. And I'm only asking this question as investors try to think about the EPS potential of your company. And I think 2021 was is sort of seen as a ceiling in terms of what you could produce in this business. David Solomon: I'll give you a couple of things, Erika, to think about, and I appreciate the question. You know, the first thing I'd just say is as a student of these businesses for decades and decades and decades, I would bet you that 2021 is not the ceiling. That doesn't mean that in this cycle, we surpass 2021 because things can change and things can go wrong. But this business, when you go back and you step out and you look over twenty-five, thirty years, there's not a ceiling that hasn't been exceeded at some point down the road as you run through cycles. And I'm sure given the growth in market capital world and activity, the 2021 activity levels will be exceeded again. They might be exceeded in 2026. You know, there was a slide that my team was showing me that shows a range of outcomes, including a conservative outcome for M&A, a base outcome for M&A, and a bull outcome for M&A. And the base outcome is pretty close to 2021, and the bull outcome is ahead of 2021. I think the world is set up at the moment to be incredibly constructive in 2026 for M&A and capital markets activity. And I think the likely scenario is it is a very, very good year for M&A and capital markets activity. What could change that? Something could go on in the world, some sort of an exogenous event or a macro event that changes the sentiment. If you look at 2025, we saw that in April. For a period of time, and things got slowed down. Don't think that's the likely outcome. But it's certainly in the distribution as a possibility. But I do think that we are, you know, not yet in the middle of the potential for a full-on M&A and sponsor cycle. And I think over the next few years, barring some sort of an exogenous event that slows it down, we're gonna have a pretty constructive environment for those activities given the combination of fiscal, monetary, capital investment, deregulatory stimulus. You've got this combination of stimulus activity that I think is pretty constructive for these businesses. Erika, a couple things I'd add on that just to supplement everything David said. If you look at sort of industry-wide volumes of the various categories of investment banking activities compared to, say, the last five years, a number of them have started to trend above the average level. One that's decidedly below the averages remains the IPO business for equity. That's a lucrative business that, you know, we have a very long-standing leadership position in. And it's also the case that while, you know, some of the debt activities have been trending up in terms of overall volumes, we still haven't seen enormous volumes of sponsor capital committed deals or, you know, large-cap capital committed investment-grade activity. So there still remains, you know, other types of transaction activity as we progress through the cycle that is, you know, very strategic to clients, things that Goldman Sachs is very good at executing, you know, that could further propel upside across the capital markets line items. Erika Najarian: Great. And just the follow-up question is, I really appreciate how you laid out your internal opportunities to deploy the capital, excess capital, which is so much. Right? If you take into account the excess, your buffer, and potentially the redefinition of that capital, you know, as we think about, you know, a year where, you know, you talked about the cap markets, your ability to organically generate capital is also, you know, best in class. How do we think about how that buyback fits in? Appreciate your prepared remarks that if you're going to be opportunistic, you did $12 billion in '26, but it seems like you have plenty of room to meet or exceed that and, you know, and check off your wish list. Is that the right way to think about it? David Solomon: Sure, Erika. So, you know, I'll quickly give you our standard on the prioritization of the deployment of capital. And that remains unchanged, as David said. And that's what we'll focus on first. But to get to your buyback question, given the degree of excess capital that we sit with today, and our expectation that we'll continue to generate capital over the course of the next year, you know, buybacks remain an important tool in our toolkit. Over the long term, you will notice that Goldman Sachs has, you know, reduced its share count, you know, quite significantly and quite sustainably. And it gives us leverage to continue to generate EPS growth. So like anyone, we are mindful of the price at which our equity is trading. But we're also trying to take, you know, a strategic long-term approach. The first and foremost fuel the franchise to support client activity, but also, you know, drive returns for shareholders over multiple years. So buybacks continue to feature as an important part of our capital deployment strategy. Katie: Thank you. We'll take our question from Betsy Graseck with Morgan Stanley. Betsy Graseck: Hi, good morning. Just continuing on this theme, I wanted to understand a little bit about how the equities markets, revenues, and the fixed income revenues are aligned with the issuance calendar. Just wondering how much of the issuance that's going on is those two line items as well, or is issuance all within banking? David Solomon: So, thank you for the question, Betsy. I'm not sure I understood the very tail end of your question, but maybe I'll start off answering it, and then you can redirect me. I think across our FIC and equity businesses, we obviously have a very diversified portfolio of activities, both intermediation and financing. Even with intermediation, diversified by asset class, by cash, derivatives, and equities. And I think there are contributions that the primary market activity makes to enhance the overall liquidity provision secondary market making opportunity set. But my own view is that we'll continue to see an increase in the overall level of capital markets activity. And if that pulls through as well as we hope and expect, that should catalyze incremental levels of activity across intermediation activities as investors even more dynamically work to assess their existing secondary market portfolio versus quote unquote making room for primary, etcetera. So I think there remains opportunity on in that front as we move into 2026. Betsy Graseck: And then you mentioned that your backlog today is the highest in four years. Maybe we could just ask you to unpack a little bit. There's a lot of different backlogs, so, would you mind going through what you're anticipating, getting on unreleased into production, so to speak, as we go through '26? David Solomon: Sure. So the way we report our backlog consistently each and every quarter. So there's no change to the way we're reporting that. It's comprised of our advisory activities, our debt underwriting, our equity underwriting. We're very, very deliberate in our disclosures each and every quarter to highlight if the delta is in the backlog, have particular drivers. In this particular case, we say a couple things. We say it's the seventh consecutive quarter. It's the highest in four years. It's one of the highest levels ever. It is a large level of backlog, and we make that point because, obviously, the results that we just delivered in Q4 and for full year 2025 were very strong. But the indication is that not only we delivered those results, but more than replenished those results. And so that is what's giving us the confidence. And then all of David's comments that he made with respect to the flywheel and the catalyzing of activity, because the growth in the backlog is driven by advisory, we're also trying to give our investors the sense that that could in turn drive other pieces of activity across the firm, other types of activity that doesn't get registered in backlog and doesn't lend itself to that type of reporting metric. So that's sort of our orientation, and that's what I would offer up to help you get, you know, the insight on why we're putting that out there and highlighting it. Katie: Thank you. We'll take our next question from Brennan Hawken with BMO. Brennan Hawken: Good morning. Thanks for taking my question. First of all, sort of great timing on the Apple Card deal. Like, having that announced the week before we get the tweet on the limits. I mean, I couldn't help but juggle about that. I'd love to hear about obviously, you've got a long pathway to close, twenty-four months and then it closes. But could you help us maybe understand the right way we should be thinking about, like, platform's run rate after it closes and then whether or not there's any operating expenses given this is your last card exit. That might be running off? And what are the plans for the deposits, the Apple deposits that may not have been reflected in the announcement? David Solomon: Sure. Brennan, thank you for the question. Thank you for the observation. The same thing occurred to us. So thinking about platform solutions on the forward, it's really comprised, you know, the vast majority of it is the Apple Card business and the savings program. The loans are now obviously in a fair value, standpoint from an accounting perspective. So they're marked to market. The performance contributors will obviously be, you know, NII, charge-offs, operating expenses, etcetera. I think we'd observe from a seasonality perspective and across the balance of the year perspective, the same dynamics we've observed over the last couple of years of the portfolio where the first quarter is typically stronger in terms of reflecting, you know, pay down of balances and things like that, which then, you know, generally speaking, grow over the balance of the year. When you put that all together, our expectation is we'll have a small, you know, pretax loss for the year in the segment, but nothing that's material for Goldman Sachs. You asked, you asked also, Brennan, about savings. Like, you know, I just wanted to comment on this. Yeah. So there currently is no agreement to transition the savings program. We're gonna continue to service and maintain, you know, our existing Apple savings customers, and we're gonna continue to offer them high-yield savings accounts, you know, as Apple Card users. And users should expect that this service will be seamless. It'll be uninterrupted. And they'll continue to earn the same competitive rate they've been getting on their savings. And it's attractive to us. Obviously, we are very focused on the transition of the card, and there's a lot of work to do over the next twenty-four months. The transition of the card. But at some point in the future, we will expect to have additional conversations about the future of Apple savings. As we've mentioned, our deposits are diversified in tenor and channel, and that remains true even if we excluded Apple savings deposits. They're just a small fraction of the deposits. But at this point, there have been no discussions about the savings plan. Brennan Hawken: Got it. Thanks for that, David. And Dennis. I for my so know, one of the sort of debate points this morning with investors was on the efficiency ratio. And how things looked year over year. Now, of course, you have to adjust for the revenue impact of the Apple Card announcement. But and I might be doing the math wrong, but so correct me if that's the case. But when I do make that adjustment, it looks like there's, you know, a negative year-over-year impact on the efficiency ratio, like, it was a the efficiency ratio was stronger last fourth quarter versus this fourth quarter. Is my math right? And if so, could you speak to maybe what some of the factors were that prevented greater operating leverage and how we should think about operating leverage going forward? David Solomon: Sure, Brennan. I'll start with that. So first, thank you for observing correctly that the efficiency ratio is one of those places where based on the accounting for the Apple Card transition, it goes in the opposite direction versus our intention and the trajectory that we've been on. So that does explain why it's going in that direction based on the reduction to revenues. But you need to look at the efficiency ratio on a full-year basis. There have been some other things I've seen where people are looking at quarter, you know, year-over-year, fourth-quarter operating expenses or efficiency, given the way that we manage compensation and non-compensation expenses over the course of the full year, you need to look at that sort of in totality. And in this particular, when you do that, for the year-over-year fourth-quarter look in this particular year, it looks like you have, you know, a significant increase in operating expenses. But when you step back and look at the full-year performance, it's very clear that the firm delivered significant operating leverage. Obviously, we have reported revs at plus 9%. We have pretax at plus 19, and we have EPS at 27%. And so you have to sort of step back, take account of the provision release, and look at the full-year results. The fourth-quarter year-over-year, the only thing I'd add, the fourth-quarter year-over-year was affected by the way we accrued comp last year. And the way we accrued comp this year and the revenues in the quarter. And so it's you can't look at the fourth-quarter year-over-year. To Dennis' point, you have to look at the year. Katie: Thank you. We'll take our next question from Mike Mayo with Wells Fargo Securities. Mike Mayo: Hi. I guess it's an exciting time. This is a new era for Goldman Sachs. Goldman Sachs 3.0. And you're redesigning the whole firm around AI, so that could be very exciting. I'm looking for the output that you're looking for from this. I know it's early days, but whenever I ask about AI, it's always answers at the 10,000-foot level. Like, it's transformational. It's a game changer. It's a superpower. You know, we all get that. But what are you hoping to achieve? So, like, this decade, your revenues are up two-thirds. Your headcount's up one-fourth. So that's one way maybe you could frame the output that you like to achieve. But how much more in revenues? How much more in efficiency? Just you put some meat on the bones? Thank you. David Solomon: I appreciate the question, Mike, and I appreciate the way you frame it. And I understand why there's a strong desire to get more from us. What I promise you is you're going to get more over time as we're in a position to give you metrics, to give you targets, and to really explain it. Wanna step back at a high level. Just the one thing that I'd say, and I'd frame it slightly differently than you'd frame it, this is not a new era for Goldman Sachs. One GS 3.0 is not gonna transform the whole firm with AI. We are focused on our two core businesses, driving growth in our two core businesses, and both, I think, we're incredibly well-positioned and positioned to win. AI and this technology is an opportunity for us to drive productivity and efficiency in the organization. And we are very, very focused on it. Because it will add to our capacity to invest in growth in the business. At a high level, and I think I've talked about this a little bit before, there are two things that I would focus on. One, we have very smart, very productive people. And you can give them these models, these tools, these applications. You can put them in their hands. They're very good at playing with them and figuring out on a day-to-day basis they can use these tools to make themselves more productive, to do more, to affect our clients more. And we're pretty good at that. We put technology in our hands for decades. They're pretty good at taking that technology and figuring out how to use it. And that is going on, and there is progress in that. The thing you're talking about is our ability to, really, in the enterprise, deploy the technology to reimagine operating processes and create real efficiency. And we think there is an ability to do that on a basis that would be meaningful and significant for Goldman Sachs. It's not just to take cost out, but it's also to free up capacity to invest in other areas where we see growth opportunities we've been a little bit constrained. I talked about wealth management because somebody asked a question. And our desire to put more feet on the ground to broaden our footprint and our platform. We would like to do more of that this year than we're doing. But we're constrained because we're also trying to balance and deliver returns. If we can remake processes and create more operating efficiency and flexibility, that will free up more capacity from an efficiency perspective to invest in these growth areas. To change operating processes in the firm, and we've identified six specific processes that we're attacking. Takes an enormous amount of work to bring people along. We started doing this in the fall. We're making good progress. To be honest, I had hoped to give a little bit more transparency at this earnings call, but we don't have the full confidence to put information out publicly. But we are committed to giving you more over the course of the next quarters so you can track with us the efficiency progress and how we're deploying that progress into the business. And so we'll continue to keep you posted as we do it. But I think it's meaningful, but for the moment, it's focused on six distinct processes. Mike Mayo: And just as one follow-up, if we were to look at one metric for progress five years from now, would that be, like, revenues per employee? Would that be efficiency? Would it be headcount or how do you think about that? David Solomon: Well, if you look out five years from now, I think this technology and I think this has to be put in the lens of a journey that a firm like ours has been on for decades. I mean, I joined Goldman Sachs in 1999. On a revenue per employee basis. I mean, you pointed out a revenue per employee metric over the last five years. You go back and you look twenty-five years, you know the same thing. We continue our people continue to get more productive. I think this technology and the work we can do in One GS 3.0 creates an ability for us in the next five years to accelerate the pace of that one to get. And so that is a metric, but I don't think the only metric. Katie: Thank you. We'll take our next question from Steven Chubak with Wolfe Research. Steven Chubak: So David, there have been a number of significant developments in the area of market structure, whether it's tokenization, the recent expansion of prediction markets. You guys are always quite front-footed when it comes to innovation, and I was hoping you could speak to how you're evaluating some of these emerging opportunities within the market structure or tokenization landscape. Where do you see the most compelling opportunities for Goldman? And how are you positioning the firm to participate in a more meaningful way? David Solomon: Yeah. So I appreciate the question, Steven. First, I'll start I mean, you mentioned two things in the both things that we have an enormous number of people on the firm extremely focused on. You know, tokenization, stablecoins, obviously, there's a lot going on in Washington right now. With the Clarity app that was actually in Washington on Tuesday. You know, speaking to people about things that we think are important, you know, to us in the context and framing to that. Obviously, that bill based on the news over the last twenty-four hours, has a long way to go before that bill is gonna progress. But I do think these innovations are important. I don't think we have to be the leader, but it would not surprise you that we have a big team of people spending a lot of time with senior leadership and doing a lot of work so that we can clearly decide where we're investing in playing and how those technologies can expand or accelerate a variety of our existing businesses. And where there are new business opportunities candidly around those technologies. I think the prediction markets are also super interesting. I personally met with two big prediction companies in their leadership in the last two weeks and spent a couple of hours with each, you know, to learn more about that. We have a team of people here that are spending time with them and are looking at it. When you think about some of these activities, particularly when you look at some of the ones that are CFTC regulated, they look like derivative contract activities. And so I can certainly see opportunities where these cross into our business, and we're very focused on understanding that, understanding the regulatory structure, that's going to develop around that, seeing where there are opportunities for us to have capabilities or to partner to serve our clients around these. I think it's early on both. I think sometimes the, you know, the I think there's a lot of reason to be excited and interested in these things, but the pace of change might not be as quick as quick and as immediate as some of the pundits are talking about in both these. But I think they're important, real, and we're spending a lot of time. Steven Chubak: No. Thanks for all that color, David. And just a quick follow-up on the financing opportunity. If I think back five plus years ago ahead of the 2020 Investor Day, when you first started talking about the financing opportunity, you noted it was less than 20% of Goldman's trading revenue. It was 40% at some of your larger money center peers. And that you were planning to narrow that gap. And if I fast forward to today, you're now approaching that 40% threshold. And I was hoping to get your thoughts on how large you think that financing piece can grow over time. And your approach also managing risk against any potential drawdown or deleveraging events within that business. David Solomon: Yeah. No. It's a very good question, Steve. And you're focused on the right thing and so are we. I mean, I think what I would say is over the last five years, we've gone for being underweighted given our market footprint and our market shares and our wallet shares. To be more closely weighted. I think we've got a little bit of room. But it wouldn't surprise you in the formation of the capital solutions group and thinking about the connectivity between our asset management business and our origination capabilities, we see the potential to basically put a lot of this activity over time into our asset management business and allow our clients to have access, you know, to these origination flows. And so we're very conscious from a risk management perspective. We see opportunities to continue to serve our clients. But because of our asset management business, we have the ability to grow this, and not all of it has to be on balance sheet the same way. And so we're keenly focused on the evolution of that in the coming years, and that's something you'll hear us talk more about. Katie: Thank you. We'll take our next question from Dan Fannon with Jefferies. Dan Fannon: Thanks. Good morning. Another one just on expenses and really noncomp and one all you've been doing with the GS 3.0. Was curious as you start 2026, how does the growth for noncomp look versus maybe 2025 in the budgeting process? And maybe what's the difference in terms of some of those metrics? David Solomon: So appreciate the question. You've heard us say, you know, over many, many, many years, we maintain a rigorous focus on managing these expenses as tightly as we possibly can. There are a lot of them, certainly by dollar quantum, that are very linked with the overall level of activity inside of the firm. Notably, transaction-based expenses, and also, to an extent, some of the market development expenses. We're at a point in the cycle where, as an example, it's more important to feed some T and E into the firm to get people front-footed and meeting face-to-face with clients than it is to overly constrain that expenditure. Transaction-based, similarly, as we continue to grow, these activities there are necessarily transaction-based expenses that go alongside those. On the other side of the equation are those types of expenses over which we have more control, and we have a very concerted effort to constrain the growth of fees, which may be inflation-linked, or may be, you know, substitutes for other types of work. And we're focused on sort of grinding those down as much as we possibly can. Dan Fannon: Thanks. And as a follow-up for the private banking and lending, I was hoping to get an updated outlook as you think about 2026 and a backdrop where rates are coming down, how you're thinking about the offsets of revenue from both demand and deposits? David Solomon: Sure. So, you know, there, we've obviously been quite deliberate trying to, you know, make sure you have all the pieces of the puzzle. You know, as we head into 2026, we've dealt with some of the sequential comparisons in that line item based on the one particular loan that had been previously impaired, and then we had, you know, exceptional levels of revenue. We want to understand that as a comparison. That, frankly, still be relevant as we head into 2026. Our focus is continuing to grow lending activities and the lending penetration. We made good progress there. That's a piece of unlocking incremental growth in the wealth channel, remains very important to clients. So we'll expect to grow lending. We'll focus on growing our overall level of deposit activity across the segment. Yeah. But we do expect there could be some NIM compression given our expectations on the rate cycle. And so we just want to flag that as an expectation as we head into 2026. Katie: We'll take our next question from Matt O'Connor with Deutsche Bank. Matt O'Connor: I was hoping to follow-up on the 5% long-term asset flow target within wealth. You were slightly above this in 4Q and just wanted to get more color in terms of how you arrived at that and maybe framing how much is doing more with existing advisers and customers versus the efforts that you have to hire more advisers? And presumably attract new customers? David Solomon: So look, we think, you know, wealth is a big opportunity for the firm. We have a very strong business at the moment. We think there's a good opportunity to grow it. And we are making extra efforts to drive accountability and focus on our execution against that opportunity set. And so this is an external target that we expect you all to hold us to account. And we also think it's an important signal to send to all of our people in terms of how laser-focused we are on this opportunity set. As you said, we have a track record of delivering this type of annual growth. So we want to maintain the focus. That is one component of the overall sort of revenue equation and opportunity set in wealth management. But it's an effort for us to just apply incremental amounts of granular focus. This is one of the key underpinnings to the overall revenue trajectory in the wealth business. Matt O'Connor: And any color you want to provide in terms of talked about billing advisers. You've got some planned this year. You said you'd like to do more, but you're mindful of kind of managing the profitability. Just any way of framing whether it's your plan this year or just kind of longer term where you're at now and where you'd like to be? David Solomon: I think the best way, Matt, to frame it is this is a very, very fragmented business. My guess is an ultra-high-net-worth. Our share in the United States, for example, is somewhere mid-single digits. And that's probably leading share. So you think about there are hundreds and hundreds of firms and people that do this in a variety of ways. So with our franchise and our platform, I said before early in the call, it scales with people. There is lots of ability to still grow market share in this business if you've got a leading franchise. By adding advisors, adding footprint, broadening the clients that we touch, so we think we've got good trajectory to do that. And there's real focus on that. And I'd add too, Alts is a component of it. We put out specific targets around sort of Alts opportunity set. And while we obviously have penetration of alts within our clients, given that, you know, the average wealth of a client on our platform is north of $75 million. It's not only appropriate, but you could advise a distribution of exposure to alternatives and there's still probably opportunity to grow that with our clients. In addition to the footprint, the advisers, the mix of their activities, lending remains an opportunity there. And we do as we've mentioned, we see more opportunities to enhance our technology investment, the digital experience for those clients, and ensure that we're, you know, very well positioned with existing clients, and their successors. Katie: We'll take our next question from Gerard Cassidy with RBC Capital. Gerard Cassidy: Good morning, Dennis. Good morning, David. Can you guys share with us, in the past, David, you talked about the IPO market and the sponsors maybe not getting the valuation that they would like as being one of the areas that had to loosen up, and it appears like it is. But when you look at this year, and I think, Dennis, you touched on it in your remarks, that we're still below where's IPO business is still below the long-term averages. Is it market conditions do you think will be a greater influence on the market this year? Or is it still the valuation challenge that you've referenced in the past? David Solomon: I don't think you've got the valuation challenge we've referenced. I think you're gonna see a bunch of the sponsor stuff unlock, and you're gonna see more activity, you know, from sponsors. I also think one of the dynamics that we have, and it's just the reality of market structure and the way the world's evolved, companies are staying private longer, and we've got a lot of big, big companies in the pipe that I think just for a variety of reasons are reaching a moment in time where they're saying, you know what? It's time to go. And I think you're also this year gonna see a bunch of IPOs this year and next year of very, very large companies, which is something we really haven't seen a lot of. So combination of sponsor momentum and more of the big companies that have stayed private longer are now turning toward the public markets. And I think the confluence of that's gonna be constructive. Provided we have the kind of market environment we have now. Gerard Cassidy: Right. Right. Okay. That's helpful. Thank you. And second, and not to really get political on this question, but it seems like the M&A activity as you guys do so well and as your peers in 2025. It seems like this administration is more supportive of consolidation than maybe the prior administration. When you talk to executives about transactions, are they more focused on just, you know, the economic outlook and the opportunities there? Or does the, you know, regulation also factor into their thinking, thinking that the window is open now and they really need to move possibly before the change in administration in 2029? David Solomon: Yeah. Sure. Sure, Gerard. I think a way to frame it, you framed it. We had a very, very different environment from a regulatory perspective for M&A for the last four years. And that doesn't mean that it's just a blank check, you know, no regulatory oversight of large-scale consolidation. But CEOs definitely believe that the art of the deal and scaled consolidation is possible now. And when CEOs see that opportunity, because scale matters so much in business, business is so competitive. CEOs get very front-footed. And so I think CEOs and boards are looking and saying, okay. We've got a window here. Of a handful of years where the opportunity to consider big strategic transformative things is certainly possible. And therefore, you've got a much, much more front-foot forward, you know, across industry group of CEOs really thinking about is there something we should do? Is there something we should dream about? That really advances our competitive position? And that's leading to you see that filtering into our backlog, but I think that's leading to a significant upswing in activity provided we don't have some sort of an exogenous event that changes the current sentiment that we now have. Katie: We'll take our next question from Chris McGratty with KBW. Chris McGratty: Oh, great. Good morning. Lot of discussion on the capital impact from dereg. I think in your earlier remarks, you talked about expenses. I'm wondering if you could quantify that potential pool of money that could be freed and redeployed? I guess, how much of a drag has it been? David Solomon: Appreciate the question. I'll follow on, you know, David's comments. I mean, I don't think we're gonna give you an exact number, but you can imagine that there are a variety of, call it, different human capital consulting professional fee type surge experiences that have been observable across the industry over the last couple of years. And while there will always be work to be done, and each and every institution has a responsibility to still govern and run itself in line with regulatory expectations, the current levels of engagement and focus are on the safety and soundness of the banking system. And there's just a different formulation and mix of expenses required to ensure that most important goal of safety and soundness, and it therefore frees up capacity from some of the secondary or tertiary activities, which can then be redeployed to, you know, driving growth across the franchise and actually, frankly, strengthening the safety of the soundness of the firm in another respect. So I think I wouldn't look at it as much of a bottom-line unlock as much as an opportunity to redeploy towards helping to grow the firm and actually improve its resiliency. David Solomon: The only thing I'd add, Chris, to what Dennis said just to get a little bit more we're not gonna be able to quantify for you. But the things that you should look at, you know, obviously, if you go back over the last ten years, capital in the large banks has grown meaningfully. Over the last ten years. And now it's actually the growth has certainly stopped. And because one of the big things that drove the capital growth was the stress capital buffers for all the firm and the CCAR process, which was very, very opaque, there's now going to be more transparency around the models in the CCAR process. I think you're getting a different result there. So one piece of the quantification comes from doing the analysis to look at how SCBs change from kind of 20, you know, the late part of last decade up to 2025 and where they are now and how they've evolved. That's a quantification. The second one was there was an expectation that Basel III was going to put more capital on top of the stack. That's another way that people thought capital was growing. Now the perception is as a Basel III, is going to be more of a neutral event when it's ultimately closed out. And then the third thing is G SIB was supposed to be calibrated to growth in the world and market cap growth that was put in the statute, but it never followed through. So G SIB, as the world grew, G SIB wasn't supposed to grow as fast as it was growing, but it grew faster. That's now going to be recalibrated. That's another one. So if you wanna kinda calculate those differences, those are three important things I would point you to can look at the different banks and calculate that impact. Chris McGratty: That's very helpful. Thank you for that, David. Second question would be more of a business mix desire rate. If you look at the fourth-quarter revenue mix, trading 50%, IB 20, you know, AWM 25, dominant share, great growth. If you were to fast forward over the next few years, like, what do you think this mix looks like? Maybe do you wanna be viewed by the market? Because there are, I think, implications for the multiple that we all wanna put on your stock. Thank you. David Solomon: Yeah. We're gonna continue to invest in the growth of asset wealth management, and we would like the mix to continue to evolve. I think it can evolve very slowly with the organic growth differential. Because, you know, this is not an unfortunately, but it's a reality. We've been able to grow global banking markets faster than we might have expected. And even though we've grown asset wealth management very nicely, just given the scale of global banking markets, that's made the shift in mix slower than we might have all imagined if we go back five, six years and kind of think about the trajectory that we're on. We will try to find things that accelerate that. In addition to the organic, you know, inorganically. Again, with a real discipline around that, as I've stated over and over again. I do think if you look forward, the mix of the firm will continue because the growth in asset wealth management is faster. It will continue to shift. And we're focused on that. Katie: Thank you. We'll take our next question from Saul Martinez with HSBC. Saul Martinez: Hi, thanks for taking my questions, squeezing me in. I just have one question. And it is a clarification more than anything to Erika's question about where we are in the investment banking cycle. And I think, David, in your response, you said that your people are suggesting that in a base case view, 2026 investment banking fees could be closer to approach where they were in 2021, which was, you know, over $14 billion and, you know, we're running, you know, I think '25 was a bit over 9. The delta really is ECM, obviously, and, you know, advisory and DCM are kind of tracking to those the '21 levels already. But just wanted to clarify that. Were you talking about IV fees as a whole, or were you talking about the individual segments, advisory, DCM? You know, I apologize if it was clear to everybody else but me. But, you know, obviously, an environment where you do $14 billion of investment banking fees would seem like an environment where your ROEs for GBM and the firm as a whole would be, you know, materially above the mid-teen level. But just if you can just clarify that, that would be helpful. David Solomon: Sure. I'm sorry, Saul, if I confused you. What I was referring to was advisory fees only. I was, okay. I'm sorry. What I was referring to was advisory volume. Excuse me. Advisory volumes. Now advisory volumes are very correlated to fees. Okay? But the chart that I was referring to is one that looked at three different cases for advisory volume. Okay? So it wasn't equity capital markets, etcetera. I will tell you that what went on in 2021 with equity capital raising, particularly on the stock phenomenon, that's not going to occur in 2026. So my guess would be that equity capital markets level will still be meaningfully below the 2021 peak in 2026, but they will be higher than they were this year. That would be my estimate based on what we see today. But I was talking specifically about advisory volumes when I made that quote. And look. The advisory, as we've said over and over again, when advisory activity grows, the flywheel creates lots of activity. And we were talking industry-wide, not just GS. Looking just at industry-wide volume. Saul Martinez: Yep. Okay. Got it. No. That's helpful. Thank you for clarifying that. David Solomon: Yep. Katie: Thank you. At this time, there are no additional questions. Ladies and gentlemen, this concludes The Goldman Sachs Group, Inc. Fourth Quarter 2025 Earnings Conference Call. Thank you for your participation. You may now disconnect.