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PARIS, November 4 /PRNewswire/ -- Oberthur Technologies, un des leaders mondiaux des technologies de sécurité, et le Groupe SEPHIRA, leader de la télétransmission*, annoncent aujourd'hui leur participation au Salon CARTES et Identification qui se tiendra à Paris du 17 au 19 novembre 2009.

En partenariat avec le Groupe SEPHIRA, Oberthur Technologies exposera le premier prototype Web Intellio U.S.A, un modèle spécialement conçu pour le marché américain et basé sur le format des feuilles de soins U.S, le CMS 1500. Web Intellio est, à l'origine, une solution électronique de facturation des soins médicaux développée par le Groupe Sephira et qui a fait ses preuves dans le domaine de la santé en France.

Afin d'illustrer le plus simplement possible le processus de facturation électronique, la démonstration sera présentée sous forme de scénario qui mettra en scène un assuré et un professionnel de santé. Le patient pourra Ãªtre authentifié à partir de ses données biométriques ou de son mot de passe. Ses données personnelles seront alors lues de manière sécurisée dans la carte de santé Oberthur. Le professionnel de santé peut alors remplir automatiquement le CMS 1500 destiné aux remboursements des soins, initier la facturation des soins depuis son logiciel métier Web Intellio et enfin le télétransmettre.

La solution Web Intellio offre au professionnel de santé la possibilité de consulter en temps réel ses factures via un accès Internet sécurisé. Ce portail Web permet de vérifier le statut de chacune de ses factures : en cours de traitement, envoyée à l'assureur, payée ou bien refusée.

Un projet innovant, bénéficiant de l'expertise d'Oberthur Technologies et du Groupe SEPHIRA, mais aussi prometteur pour ces deux partenaires qui souhaitent bénéficier des opportunités du marché de la santé au niveau mondial.

A propos d'Oberthur Technologies

L'un des tout premiers fournisseurs mondiaux de technologies de sécurité. Son sens de l'innovation et la haute qualité de ses services lui assurent des positions fortes sur ses principaux marchés : Card Systems, Identité, Fiduciaire et Cash Protection.

A propos du Groupe SEPHIRA

Le Groupe SEPHIRA est un leader de l'informatique médicale en France et propose ses services de télétransmission et de gestion de cabinet à plus de 33 000 professionnels de santé.

Oberthur Technologies vous invite à venir découvrir la démonstration Web Intellio US sur le stand 3G001.

*source GIE Sesam Vitale - médecins spécialistes et sages-femmes - septembre 2009

Oberthur Technologies

Oberthur Technologies, Sara DEPAGNEUX, 50, quai Michelet, 92 532 Levallois-Perret, Cedex, Tel. +33(0)1-55-46-71-34 E-mail : s.depagneux@oberthur.com; Groupe SEPHIRA, Anne-Lise ALEXIS, 12, rue Vincent Scotto, 72000 Le Mans, E-mail : annelise.alexis@groupe-sephira.fr

Imerys Announces Consolidated Nine-Month 2009 Results

PARIS, November 4 /PRNewswire/ --

- Sales down - 21.9%, Current Operating Income - 46.4% (- 22.6% and - 54.4% in 1st Half 2009, Respectively) - Relative Improvement on Some Markets in the 3rd Quarter of 2009 Compared With the Previous Quarter - Further Reduction in Fixed Costs in 3rd Quarter: EUR133 Million Since Beginning of 2009 - Operating Margin Target Confirmed at Close to 10% in Early 2010

On Tuesday, November 3, 2009, the Board of Directors of Imerys, under the chairmanship of Aimery Langlois-Meurinne, examined the Group's non-audited consolidated results to September 30, 2009, as presented by Chief Executive Officer Gérard Buffière.

Consolidated results 09/30/2009 09/30/2008 Current non-audited (EUR millions) (4) change % Sales 2,077.7 2,660.3 - 21.9% Current operating income(1) 179.8 335.1 - 46.4% Operating margin 8.7% 12.6% - Net income from current 87.3 220.8 - 60.5% operations, Group's share(2) Net income, Group's share 33.6 195.7 n.s. Net income from current EUR1.23 EUR3.27 - 62.3% operations, Group's share per share (2)(3)

(1) Operating income before other operating revenue and expenses, but including the share in income of associates.

(2) Group's share of net income, before other operating revenue and expenses, net.

(3) The weighted average number of outstanding shares (adjusted following the rights issue of June 2, 2009) was 70,720,880 for the first 9 months of 2009, compared with 67,476,147 for the first 9 months of 2008.

(4) Results to September 30, 2008 were reprocessed following the two presentation changes applied as of January 1st, 2009, details of which are given in appendix.

Gérard Buffière commented, "During the 3rd quarter, our main markets benefited from a slowdown in inventory reduction that had intensified their slump in the first half of 2009. This is a positive change but it does not point to a clear trend for the coming quarters. We are, therefore, maintaining the strict management that has already allowed us to reduce our fixed costs and overheads by EUR133 million since the beginning of the year. Cost control and cash flow generation remain our priorities and we confirm our goal of an operating margin close to 10% from early 2010."

ECONOMIC ENVIRONMENT STILL DEGRADED

The markets served by the Group in Europe and North America are still affected by the harsh economic environment that has prevailed since the 4th quarter of 2008. The improvement recorded in the 2nd quarter on some emerging markets did, however, continue into the 3rd quarter.

Industrial equipment-related markets are still the most affected by the global economic crisis. While a recent upturn reflects slower inventory reduction in Europe and North America, steel production is still down with a - 42% decrease over the first 9 months of 2009 compared with the same period in 2008.

In France, single-family housing starts were down approximately - 18% over 12 rolling months. On the other hand, housing starts in the United States rose slightly but are still at historically low levels.

Printing and writing paper production is holding out well in emerging economies. Volumes showed a limited rise in the 3rd quarter compared to the 2nd quarter of 2009 in mature economies (Europe and North America), where further papermaking capacity closures are being implemented to address the slowdown in demand.

Some activities related to mass consumer goods, such as beverage filtration, were more resilient.

CONTINUATION OF COST AND INVENTORY REDUCTION PLANS

Imerys' action plans continued to have a positive effect on current operating income, which improved from - 54.4% in the 1st half of 2009 (- 57.2% at comparable Group structure and exchange rates) to - 46.4% (- 50.1% at comparable Group structure and exchange rates) over the first nine months of the year, whereas sales volumes continued to show a substantial decrease of - 27.7%.

More specifically, these measures were reflected in: - Reduction of fixed cost and overheads: - EUR133.5 million (- 85.6 million in the 1st half), made possible in particular by low production levels ; - The sharp reduction in inventory: - EUR155.1 million, compared with - EUR129.4 million in the first half; - Continued strict control of booked capital expenditure: EUR79.4 million (EUR56.9 million in the 1st half).

Furthermore, as part of the Group's optimization of costs and financial structure, a factoring contract was signed on July 23, 2009. During the 3rd quarter, EUR87.0 million in receivables was divested and deconsolidated in this way, with the risks and benefits relating to the trade receivables transferred to the factoring bank. This factoring, combined with a very substantial reduction in inventory, led to a EUR176.0 million decrease in operating working capital requirements over the first nine months of 2009. As on September 30, 2009, operating working capital requirements represent 23,5 % of the annualized sales of the 3rd quarter (26,6 % excluding factoring).

OUTLOOK

While some markets recorded a slight improvement during the 3rd quarter, demand currently remains far below 2008 levels. Third quarter trends are hard to read, leading Imerys to keep its focus on cash flow generation by continuing its tight financial management.

The Group reiterated the goal of achieving an operating margin close to 10% in early 2010, as announced on April 29, 2009.

DETAILED COMMENTARY ON THE GROUP'S RESULTS SALES Sales Change in Comparable Of Of which sales change in which Price/Mix (EUR millions) (% vs. sales (1) Volume previous (% vs. effect year) previous year) 1st quarter 2009(2) 694.3 - 21.3% - 23.8% - 28.2% + 4.4% 2nd quarter 2009(2) 679.7 - 23.8% - 26.0% - 30.2% + 4.2% 3rd quarter 2009(2) 703.7 - 20.6% - 20.9% - 24.7% + 3.8% 9 months 2009 2 077.7 - 21.9% - 23.6% - 27.7% + 4.1% - Decrease in turn-over due to sales volume levels - Positive price/mix effect in all business groups

Over the first nine months of 2009 sales totaled EUR2,077.7 million, a - 21.9% decrease from the same period in 2008. This trend includes:

- A favorable foreign exchange effect of + EUR43.4 million, mainly related to the US dollar's appreciation against the euro; - Net impact of changes in Group structure(3) for + EUR1.2 million.

At comparable Group structure and exchange rates, the decrease in sales (- 23.6% compared with the same period in 2008) results from the fall in volumes (- 27.7%).

The inventory reduction phenomenon in the downstream customer chain, which intensified the slump in volumes in the 1st half of 2009, seemed to ease in the 3rd quarter. Volumes, however, remain down in all business groups, but to varying extents.

In this difficult context, the price/mix effect improved by + 4.1% and was positive in all four business groups.

Change in sales by business group (non-audited, EUR Q3 Q3 Current Change Exchange Comparable millions) 2009 2008 change in Group rates change(4) % structure effect % % % Sales, of which: 703.7 886.2 - 20.6% - 0.4% + 0.7% - 20.9% Minerals for Ceramics, Refractories, Abrasives & Foundry 195.8 295.3 - 33.7% - 0.5% + 2.0% - 35.1% Performance & Filtration Minerals(5) 132.4 150.5 - 12.0% + 1.6% + 1.4% - 15.0% Pigments for Paper(5) 162.3 182.4 - 11.0% - + 1.9% - 12.9% Materials & Monolithics 220.8 270.0 - 18.2% - 1.5% - 1.9% - 14.8% Holding Company & Eliminations (7.6) (12.1) n.s. n.s. n.s. n.s. (non-audited, 09/30/2009 09/30/2008 Current Change Exchange Comparable EUR millions) change in Group rates change(4) % structure effect % % % Sales, of 2,077.7 2,660.3 - 21.9% + 0.1% + 1.6% - 23.6% which: Minerals for Ceramics, Refractories, Abrasives & Foundry 579.0 890.8 - 35.0% - 0.4% + 2.6% - 37.1% Performance & Filtration Minerals(5) 378.7 441.9 - 14.3% + 1.6% + 3.4% - 19.3% Pigments for Paper(5) 471.8 548.0 - 13.9% - + 3.5% - 17.4% Materials & Monolithics 664.2 813.1 - 18.3% - 0.2% - 1.5% - 16.6% Holding Company & Eliminations (15.9) (33.4) n.s. n.s. n.s. n.s. Minerals for Ceramics, Refractories, Abrasives & Foundry

(27% of consolidated sales)

Markets for Minerals for Refractories, Fused Minerals and Graphite remained affected in all geographic zones by the sharp drop in industrial equipment and automobile production observed since the middle of the 4th quarter of 2008. This decrease was intensified by massive inventory reduction throughout the downstream customer chain, particularly during the 1st half of 2009. In Europe and North America, steel production is increasing very gradually, while the Chinese and Indian markets continued to grow. Abrasives and Graphite segments are improving very slightly, while Ceramics market continued to suffer from the construction sector crisis in developed countries.

Sales, at EUR579.0 million as on September 30, 2009, fell - 35.0%. An analysis of this change shows: - Limited impact of changes in Group structure(6) of - EUR4.0 million, - A positive exchange rate effect (US dollar) of + EUR22.9 million.

All the business group's activities reduced their output and continued to implement measures to adapt to the market conditions they are experiencing. In France, the United Kingdom and Switzerland, operations turned to part-time working and working week reductions. Periodical or even definitive stoppages of several production lines or plants came with workforce reductions in the countries where the business group operates.

Performance & Filtration Minerals

(18% of consolidated sales)

Since the start of 2009, Performance Mineral markets (paint, plastics, adhesives, etc.) followed the downward trend in construction-related sectors, particularly in Europe. The 3rd quarter showed a slight improvement in North America, whereas business remained firm in emerging countries. Minerals for Filtration markets were also resilient, after a period of inventory reduction by customers and distributors.

The fall in sales, which totaled EUR378.7 million for the first nine months of 2009 (- 14.3%), takes into account:

- The effect of change in Group structure(7) for + EUR6.9 million, - Exchange rate impact of + EUR15.2 million.

In Performance Minerals, American production was adjusted to demand with further capacity reductions. Actions were also taken along those lines in Europe. The industrial optimization plan completed in 2008 for the Minerals for Filtration business and the additional measures taken in early 2009 (interruption of mining programs, periodical closure of US production units) are delivering the expected savings.

Pigments for Paper

(23% of consolidated sales)

Global production of printing and writing paper increased slightly in the 3rd quarter of 2009 compared with the 1st half but was - 13.2% lower in the first nine months of 2009 than for the same period of 2008. The downturn in paper demand particularly reflects lower advertising expenditure. In Europe and North America, a large number of production stoppages and definitive capacity shutdowns affected the paper sector, while the slack Japanese market explains the production slump in Asia-Pacific (- 5%).

Sales, at EUR471.8 million as on September 30, 2009, decreased - 13.9%. This change takes into account an exchange rate impact of + EUR19.3 million.

Production capacities were reduced with the closure of the ground calcium carbonates plant in Salisbury (UK) and the restructuring of the Sandersville kaolin facility (USA). In parallel, temporary idling measures were implemented at production units in Europe, North America and Brazil.

Materials & Monolithics

(32% of consolidated sales)

In Building Materials in France, single-family housing start-ups decreased - 18%(8) on a rolling 12-month basis, leading to a slump in clay product sales, still lessened by a lower drop in roofing renovation.

Steel-related Monolithic Refractories markets, except for India, were still affected by a number of production stoppages. The other segments (cement, glass, incineration, petrochemicals, etc.) are holding out better. Major original-fit projects are gradually being completed and the decrease in the number of new projects in progress is weighing on volumes.

At EUR664.2 million, the business group's sales (- 18.3% for the first 9 months of 2009 vs. the same period in 2008) takes into account:

- The effect of change in Group structure(9) for - EUR1.7 million, - Negative currency impact of - EUR12.3 million.

In Building Materials, adjustment of roof tile and brick production capacities to demand continues. Modernization projects at the Wardrecques (Nord, France) tile plant and the La Boissière du Doré (Loire-Atlantique, France) brick works were completed during the period. The concrete joist and beam manufacturing and marketing activity, Planchers Fabre (EUR20 million sales in 2008), was divested in late May 2009.

In Monolithic Refractories, production volumes were reduced in most countries where the Group operates, except for India where business is buoyant. Efforts also focused on structure costs.

CURRENT OPERATING INCOME(10) (EUR millions) 2009 2008 Current Comparable (11) change change(12) % % 1st quarter 44.4 116.9 - 62.0% - 66.2% Operating margin 6.4% 13.3% 2nd quarter 65.6 124.6 - 47.3% - 48.8% Operating margin 9.6% 13.9% 1st half 110.0 241.5 - 54.4% - 57.2% Operating margin 8.0% 13.6% 3rd quarter 69.8 93.6 - 25.5% - 31.6% Operating margin 9.9% 10.6% September 30 179.8 335.1 - 46.4% - 50.1% Operating margin 8.7% 12.6% - Gradual rebuilding of operating margin - Significant reduction in fixed cost base - Variable costs stabilized in 3rd quarter 2009

Current operating income totaled EUR179.8 million for the first 9 months of 2009 (- 46.4%) and included:

- Positive effect of exchange rates (+ EUR14.5 million), mainly related to the US dollar's appreciation against the euro, - A limited effect of change in Group structure (- EUR2.0 million).

At comparable Group structure and exchange rates, the slump in current operating income (- EUR167.8 million), entirely due to the decrease in sales volumes (- EUR335.3 million), was deepened by the reduction in in-process and finished products. The savings plans carried out since the 4th quarter of 2008 have made a significant reduction in fixed costs possible (- EUR133.5 million since the beginning of 2009), while the rise in the price/mix component offsets the inflation recorded in variable costs, which stabilized at a high level in 3rd quarter.

NET INCOME FROM CURRENT OPERATION

The change in net income from current operations, down - 60.5% compared with the first nine months of 2008 at EUR87.3 million, results from the decrease in operating income and takes the following items into account.

- An increase in financial expense, at - EUR59.2 million (compared with - EUR30.4 million as on September 30, 2008) due to an unfavorable basis of comparison for change in currency translation and financial instruments;

Financial expense for the 3rd quarter decreased substantially to - 14.3 million from - EUR44.9 million in the 1st half of 2009. This improvement reflects the debt reduction resulting from the EUR251 million rights issue completed on June 2, 2009, together with high cash flow generation.

- Tax expense of - EUR33.8 million (- EUR82.1 millions in 2008), which represents an effective tax rate of 28.0%.

NET INCOME

Other operating revenue and expenses, net of tax (- EUR53.6 million) mainly correspond to the cost reduction plans implemented in all the Group's businesses, minus gains on divestments for EUR11.1 million (Planchers Fabre, prestressed concrete and reinforced concrete joist and beam manufacturing and marketing activity, divested in May 2009).

The Group's share of net income totaled EUR33.6 million as on September 30, 2009 (vs. EUR195.7 million as on September 30, 2008).

*** 2010 Financial diary Monday, February 15 2009 annual results Thursday, April 29 Shareholders' General Meeting - 1st quarter 2010 results Friday, July 30 1st half 2010 results Wednesday, November 3 3rd quarter 2010 results These dates are given for guidance and may be subject to change. ***

Practical information

An information conference call will take place today at 8:30am (Paris time).

The presentation, in French with simultaneous English translation, will be screened live on the Group website http://www.imerys.com and will be available for viewing later.

***

The world leader in Adding Value to Minerals, Imerys is active in 47 countries through more than 260 industrial and commercial sites. The Group achieved EUR3.4 billion in sales in 2008. Imerys mines and processes minerals from reserves with rare qualities in order to develop solutions that improve its customers' product performance and manufacturing efficiency. The Group's products have a great many applications in everyday life, including construction, personal care, paper, paint, plastic, ceramics, telecommunications and beverage filtration.

***

More comprehensive information about Imerys may be obtained from its Internet website (http://www.imerys.com) under Regulated Information, particularly in its Document de Reference filed with Autorité des marchés financiers on April 3, 2009 under number D.09-0192 (also available from the Autorité des marchés financiers website, http://www.amf-france.org). Imerys draws the attention of investors to chapter 4, "Risk Factors", of its Document de Référence.

Warning on forecasts and forward-looking information: This document contains projections and other forward-looking statements. Investors are cautioned that such projections and forward-looking statements are subject to various risks and uncertainties (many of which are difficult to predict and generally beyond Imerys' control) that could cause actual results and developments to differ materially from those expressed or implied.

Non-audited consolidated results to September 30, 2009 Appendix 1. Consolidated sales breakdown Quarterly change at comparable Q1 09 Q2 09 Q3 09 Group structure and exchange rates 2009 vs. 2008 - 23.8% - 26.0% - 20.9% Reminder: 2008 vs. 2007 Q1 08 Q2 08 Q3 08 Q4 08 + 3.2% + 5.1% + 5.0% - 10.5% Quarterly change Q1 09 Q2 09 Q3 09 09/30/09 Imerys Group - Current change - 21.3% - 23.8% - 20.6% - 21.9% Imerys Group - Comparable change - 23.8% - 26.0% - 20.9% - 23.6% of which: Minerals for Ceramics, Refractories, Abrasives & Foundry - 35.8% - 40.3% - 35.1% - 37.1% Performance & Filtration Minerals - 22.0% - 21.0% - 15.0% - 19.3% Pigments for Paper - 20.2% - 19.1% - 12.9% - 17.4% Materials & Monolithics - 15.9% -19.1% - 14.8% - 16.6% Sales by business group 09/30/09 09/30/08 Minerals for Ceramics, Refractories, 27% 33% Abrasives & Foundry Performance & Filtration Minerals 18% 15% Pigments for Paper 23% 22% Materials & Monolithics 32% 30% Total 100% 100% Sales by geographic destination 09/30/09 09/30/08 Western Europe 52% 53% - of which France 21% 20% United States / Canada 20% 19% Japan / Australia 5% 5% Emerging countries 23% 23% Total 100% 100%

2. Simplified income statement

To improve the presentation of the Group's financial statements in line with the evolution of the most common practices among the main issuers listed in Paris on NYSE-Euronext, in 2009 the Group is making two changes to presentation.

On one hand, the financial components of net expenses for defined-benefit plans for employees (- EUR5.0 million as on September 30, 2009, - EUR0.6 million as on September 30, 2008 and - EUR0.8 million as on December 31, 2008), previously recorded under current operating income, are now recorded under financial income/expense.

On the other hand, the share of net income/loss of affiliates (EUR1.4 million as on September 30, 2009, EUR6.2 million as on September 30, 2008 and EUR10.4 million as on December 31, 2008), previously recorded as income after tax, is now recorded under current operating income.

For the sake of comparison, the results to September 30, 2008 and those of full-year 2008 were restated accordingly. Earning per share for previous periods has been adjusted in correlation. The weighted number of outstanding shares was also adjusted by the dilution coefficient for the capital increase carried out on June 2, 2009.

(EUR millions) 09/30/2008 Employee Share in net 09/30/2008 published benefit income/loss reprocessed financial of affiliates component Sales 2 660.3 2 660.3 Current operating income(1) 328.3 0.6 6.2 335.1 Financial expense (29.8) (0.6) (30.4) Current income tax (82.1) (82.1) Share in net income (loss) of affiliates 6.2 (6.2) Minority interests (1.9) (1.9) Net income from current operations(2) 220.8 220.8 Other revenue and expenses, net (25.1) (25.1) Net income(2) 195.7 0.0 0.0 195.7 (EUR 2008 Employee Share in net 2008 millions) published benefit income/loss of reprocessed financial affiliates component Sales 3 449.2 3 449.2 Current operating income(1) 403.4 0.8 10.4 414.6 Financial expense (46.3) (0.8) (47.1) Current income tax (98.0) (98.0) Share in net income (loss) of affiliates 10.4 (10.4) Minority interests (2.4) (2.4) Net income from current operations(2) 267.1 267.1 Other revenue and expenses, net (105.8) (105.8) Net income(2) 161.3 0.0 0.0 161.3 (EUR millions) Q3 09 Q3 08 Change 30/9/09 30/9/08 Change Sales 703.7 886.2 - 20.6% 2077.7 2660.3 - 21.9% Current operating income(1) 69.8 93.7 - 25.5% 179.8 335.1 - 46.4% Financial expense (14.3) (9.8) (59.2) (30.4) - Current income tax (15.1) (21.9) (33.8) (82.1) Minority interests 0.2 (1.0) 0.4 (1.9) Net income from current operations(2) 40.5 61.0 - 33.6% 87.1 220.8 - 60.5% Other operating revenue and expenses, net (18.6) (9.7) (53.6) (25.1) Net income(2) 21.9 51.3 - 57.3% 33.5 195.7 - 82.8% Net income from current operations per share(2) EUR0.54 EUR0.90 - 41.0% EUR1.23 EUR3.27 - 62.3% (euros) (1) Operating income before other operating revenue and expenses. (2) Group's share.

---------------------------------

(1) At comparable Group structure and exchange rates.

(2) Non-audited quarterly data.

(3) Acquisitions made in 2008: Astron China (China, February 2008), Svenska Silika Verken AB (Sweden, April 2008), Kings Mountain Minerals, Inc. (USA, October 2008) and Suzorite Mining, Inc. (Canada, October 2008); Deconsolidation of Xinlong (China, January 2009) and divestments made in 2009, mainly Planchers Fabre (France, May 2009).

(4) At comparable Group structure and exchange rates.

(5) Transfer of some activities in Asia and South America from Pigments for Paper to Performance & Filtration Minerals.

(6) Astron China (China, February 2008) and divestment of Iberpasta (Portugal, January 2009).

(7) Acquisitions of Kings Mountain Minerals, Inc. (USA, October 2008) and Suzorite Mining, Inc. (Canada, October 2008);

Deconsolidation of Xinlong (China, January 2009).

(8) Sources: French Ministry of Ecology, Energy, Sustainable Development and Sea.

(9) Acquisition of Svenska Silika Verken AB (Sweden, April 2008); Divestment of Planchers Fabre (France, May 2009).

(10) Operating income before other operating revenue and expenses.

(11) Results to September 30, 2008 have been reprocessed following the two changes in presentation applied as on January 1st, 2009, details of which are given in appendix hereto.

(12) At comparable Group structure and exchange rates.

Analyst/Investor Relations: Press contacts: Pascale Arnaud Pascale Arnaud +33(0)1-49-55-63-23 +33(0)1-49-55-63-91/66-55 shareholders@imerys.com Matthieu Roquet-Montégon +33(0)616-92-80-65

Imerys

Analyst/Investor Relations: Pascale Arnaud, +33(0)1-49-55-63-23, shareholders@imerys.com; Press contacts: Pascale Arnaud, +33(0)1-49-55-63-91/66-55; Matthieu Roquet-Montégon, +33(0)616-92-80-65

SEI Named Best Funds of Hedge Funds Administrator at HFMWeek Service Provider Awards

DUBAI, United Arab Emirates, November 4 /PRNewswire/ --

- Points to Company's Ability to Deliver Transparency, Efficiency, And Strategic Focus Amid Increased Outsourcing

SEI (Nasdaq: SEIC) today announced that it was named Best Funds of Hedge Funds Administrator in the 2009 HFMWeek US Service Provider awards. The award, presented by industry publication HFMWeek, points to SEI's ongoing leadership in the funds of hedge funds space. It demonstrates the industry's recognition of SEI's innovative technology and best-in-class processes. These areas are critical as funds increasingly turn to outsourcing to achieve greater transparency and efficiencies in the face of changing investor and regulatory demands.

Commenting on the award, Steve Meyer, Executive Vice President, SEI and Head of SEI's Investment Manager Services division, said:

"We are honoured to be nominated and win this award. Most importantly to us, however, was that this was in large part due to recommendations from our clients and indicative of the strategic partnerships we have built over the life of our relationships. We have always said that our success is solely based on that of our clients, and we continue to strive to help them achieve their business objectives now and in the future. "We have invested significant resources to ensure we have leading-edge technologies and processes that make us an invaluable outsourcing partner for our clients, regardless of their investment product structure, asset classes in which they invest, or portfolio strategy. We continue to push for innovations that aid in our clients' success."

Through its comprehensive outsourcing solution, SEI provides a wide variety of services including fund accounting, administration, and investor servicing using best-in-class technology solutions. SEI's innovative Dashboard tool is used by funds of hedge funds to create greater levels of efficiency, increased collaboration, and daily transparency in delivering timely accurate valuation and reporting. Through the use of workflow processes, it also enables real-time approval processing and task management in a user-friendly online format.

SEI was selected for the prestigious award from a group of nominees that included some of the industry's largest and most notable providers. Among the reasons SEI was selected was the fact that its alternative assets under administration had grown by over 30 percent in 18 months.

About SEI's Investment Manager Services Division

SEI's Investment Manager Services division provides total operations outsourcing solutions to global investment managers focused on mutual funds, hedge and private equity funds, exchange traded funds, collective trusts, separately managed accounts and institutional and private client services. The division applies operating services, technologies, and business and regulatory knowledge to each client's business objectives. Its resources enable clients to meet the demands of the marketplace and sharpen business strategies by focusing on their core competencies. For more information, visit http://www.seic.com/enUK/im/1311.htm.

About SEI

SEI (Nasdaq: SEIC) is a leading global provider of outsourced asset management, investment processing and investment operations solutions. The company's innovative solutions help corporations, financial institutions, financial advisors, and affluent families create and manage wealth. As of September 30, 2009, through its subsidiaries and partnerships in which the company has a significant interest, SEI administers US$383 billion in mutual fund and pooled assets and manages US$156 billion in assets. SEI serves clients, conducts or is registered to conduct business and/or operations, from numerous offices worldwide. For more information, visit www.seic.com.

Services provided by SEI Investments - Global Fund Services Limited (Reg. in Dublin No. 424309), SEI Investments Trustee & Custodial Services (Ireland) Limited (Reg. in Dublin No. 315393), and their affiliates, which are all wholly owned subsidiaries of SEI Investments Company.

SEI Investments - Global Fund Services Limited and SEI Investments Trustee & Custodial Services (Ireland) Limited (Styne House, Upper Hatch Street, Dublin 2, Ireland) are authorized by the Financial Regulator under the Investment Intermediaries Act 1995.

This material is not directed to any persons where (by reason of that person's nationality, residence or otherwise) the publication or availability of this material is prohibited. Persons in respect of whom such prohibitions apply must not rely on this information in any respect whatsoever.

SEI

Dana Grosser of SEI, +1-610-676-2459, dgrosser@seic.com, or Media, Sue Mathews, suem@penrose.co.uk, or Katy Hall, katyh@penrose.co.uk, of Penrose Financial, +44-0-207-786-4888

Endeavour Announces 2009 Third Quarter Financial and Operating Results

HOUSTON, Nov. 4 /PRNewswire-FirstCall/ -- Endeavour International Corporation (NYSE Amex: END) today reported discretionary cash flow for the third quarter of 2009 of $7.6 million and net income (loss), as adjusted, of $(6.4) million. For the nine months ended September 30, 2009, discretionary cash flow was $50.0 million and net income (loss), as adjusted, was $27.5 million.

"We continue to make significant progress on our developments in the United Kingdom and build momentum on our initiatives in the United States," said William L. Transier, chairman, chief executive officer and president. "Our third quarter operating results were challenged by planned and unplanned downtime in the North Sea, especially on Goldeneye. We expect the fourth quarter to return to more normal levels."

On a GAAP basis, net income (loss) to common stockholders was ($7.2) million for the third quarter of 2009 as compared to $75.5 million in the same quarter in 2008. On a GAAP basis, net income (loss) to common stockholders was ($19.6) million for the nine months ended September 30, 2009 as compared to ($10.7) million in the same period in 2008.

Highlights for the third quarter are as follows:

Debt repayment - During 2009, Endeavour has repaid bank debt of $65 million using cash from operations and proceeds from the sale of Norwegian assets. The mid-year redetermination resulted in no required repayments. As developments in the United Kingdom progress and the Field Development Plan (FDP) filing and approval process continues, the company is engaged with its bank group to expand current borrowing arrangements to include a typical development facility providing additional funding flexibility.

Acquisition of working interest in five fields in the United States - Endeavour has acquired 50 percent of the working interest owned by Cohort Energy Company, a subsidiary of J-W Operating Company, in 24 wells located in five fields and certain proved undeveloped locations associated with the proved developed assets in North Louisiana and East Texas for $15 million. Endeavour estimates that net proved producing reserves associated with these assets are 4.3 billion cubic feet equivalent of natural gas and that total net proved reserves are 13.1 billion cubic feet equivalent with inclusion of proved undeveloped locations. Net production acquired is currently 3.9 million cubic feet per day of natural gas or 650 barrels of oil equivalent per day.

Continued exploration and appraisal drilling in the United Kingdom - Endeavour is scheduled to drill two exploratory wells in late 2009 or early 2010 and two appraisal wells in the North Sea during the first half of next year. The activities include:

-- Two wells are planned for the Cygnus field to appraise the gas potential of the western half of the field. The wells have the potential to double the size of the estimated recoverable reserves from the previous exploration and appraisal activities now estimated at 535 billion cubic feet. Endeavour has a 12.5 percent interest in the field. -- The company has entered into a farm-in agreement with Nexen Petroleum U.K. Limited to drill the Deacon prospect in Block 15/28c with a spud date anticipated as early as the fourth quarter. The well will test a Jurassic prospect in the company's R-block area of the North Sea with an estimated volume of up to 60 million barrels of condensate. Endeavour holds 10 percent interest in the prospect. -- The Platypus exploratory well in Block 48/1 is slated for drilling in early 2010. The prospect will test the Rotliegendes formation with an estimated volume of up to 80 billion cubic feet of natural gas. Endeavour holds a 25 percent interest in the prospect.

Onshore activity in the United States - Endeavour currently has underway drilling projects in New Mexico and Texas.

-- Three wells are at various stages of maturity in the emerging Wolfcamp oil play in Southeast New Mexico. Endeavour holds a 42 percent net revenue interest in the wells. -- The Lucky Penny well has been completed and is currently producing. -- The Moore Bailout well has been drilled and is currently flow testing. -- The Bada Bing well is currently drilling. -- Additional testing has been approved for the Armour Runnels #1 exploration well located in Matagorda County in South Texas. The shallower Middle Wilcox section has up to eight stage tests planned that will involve flow testing and procedures to stimulate production. Endeavour holds a seven percent net revenue interest.

Ongoing progress in development of three new fields in the North Sea - Work continues on the development of three discoveries following successful appraisal programs that heightened the potential of the fields:

-- Rochelle - The development project is progressing strongly and the FDP filing is expected in December 2009. Production is expected to begin in the second quarter of 2011. Endeavour holds a 55.6 percent interest in the development and is the operator. -- Cygnus - Following the successful appraisal of the eastern area of the field early in 2009, the development project is progressing well with production from the first phase expected to begin mid 2011. The two appraisal wells in the western half in early 2010 will provide data to scale the facilities in the second and third phases of the development. -- Columbus - Having now identified the most likely export host facility, the development project is progressing with production expected in 2012. Endeavour holds a 25 percent interest in the development. 2009 Outlook

The table below sets forth a range of estimates for the company's operating statistics for the full year ending December 31, 2009 following the completion of the sale of Norwegian assets.

Estimated Average Production (A) Daily Production (BOE per day) 4,000 to 5,000 Differentials (B) Oil ($/Bbl) $(5.50) to $(6.50) Gas($Mcf) $(0.10) to $(0.20) Gas percentage of Total 50% to 55% Lease Operating Expense ($per barrel) $9.50 to $12.00 (A) Actual results may differ materially from these estimates. (B) For purposes of the estimates, assumptions of price differentials are based on location, quality and other factors, excluding the effects of derivative financial instruments. Gas price differentials are stated as premiums (discounts) from National Balancing Point pricing, and oil price differentials are stated as premiums (discounts) from Dated Brent pricing

Earnings Conference Call Today, Wednesday, November 4, 2009 at 9:00 a.m., Central Standard Time, 3:00 p.m. Greenwich Mean Time

Endeavour will host an analyst conference call and web cast today, Wednesday, November 4, 2009, to discuss its 2009 third quarter financial and operating results at 9 a.m. Central Standard Time, 3 p.m. Greenwich Mean Time. To participate and ask questions during the conference call, dial the local country telephone number and the confirmation code 68628760. The toll-free numbers are 888-713-4217 in the United States and 080-8234-7616 in the United Kingdom. Other international callers should dial 617-213-4869 (tolls apply). To listen only to the live audio web cast access Endeavour's home page at http://www.endeavourcorp.com/. A replay will be available beginning at 12:00 p.m. Central Standard Time on November 4 through 12:00 p.m. on November 11 by dialing toll free 888-286-8010 (U.S.) or 617-801-6888 (international), confirmation code 52548682

Endeavour International Corporation is an oil and gas exploration and production company focused the development, exploration and acquisition of energy reserves in the North Sea and the United States. For more information, visit http://www.endeavourcorp.com/.

Additional information for investors:

Certain statements in this press release are forward-looking and are based upon Endeavour's current belief as to the outcome and timing of future events. All statements, other than statements of historical facts that address an activity that Endeavour plans, expects, believes, projects, estimates, or anticipates will, should or may occur in the future, including future production of oil and gas, future capital expenditures and drilling of wells and future financial or operating results are forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include the timing and extent of changes in commodity prices for oil and gas, operating risks and other risk factors as described in Endeavour's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission (SEC). Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, Endeavour's actual results and plans could differ materially from those expressed in the forward-looking statements.

The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. Endeavour is also subject to the requirements of the London Stock Exchange and considers the disclosures in this release to be appropriate and/or required under the guidelines of that exchange. We may use certain terms, such as probable, possible and potential reserves or resources, that the SEC's guidelines strictly prohibit us from including in our filings with the SEC. These estimates are by their nature more speculative than estimates of proved reserves and accordingly are subject to substantially greater risk of being actually realized by Endeavour. Potential resources may not constitute reserves within the meaning of the Society of Petroleum Engineer's Petroleum Resource Management System and does not include any proved reserves. Actual quantities that may be ultimately recovered from Endeavour's interests may differ substantially. Factors affecting ultimate recovery include oil and gas pricing, the scope of our ongoing drilling program, which will be directly affected by the availability of capital, drilling and production costs, availability of drilling services and equipment, drilling results, transportation constraints, regulatory approvals and other factors; and actual drilling results, including geological and mechanical factors affecting recovery rates. Investors are urged to consider closely the disclosure in our Form 10-K and each of our Form 10-Qs, available free of charge on our internet site (http://www.endeavourcorp.com/). You can also obtain these forms from the SEC on the SEC's internet site (http://www.sec.gov/) or by calling 1-800-SEC-0330.

Endeavour International Corporation Condensed Consolidated Balance Sheets (Unaudited) (Amounts in thousands) September 30, December 31, 2009 2008 ---- ---- Assets Current Assets: Cash and cash equivalents $77,805 $31,421 Restricted cash 374 20,739 Accounts receivable 12,185 22,325 Prepaid expenses and other current assets 18,781 42,194 Current assets of discontinued operations - 16,726 ----------------------------------------- --- ------ Total Current Assets 109,145 133,405 Property and Equipment, Net 243,834 232,346 Goodwill 211,886 213,949 Other Assets 5,964 9,165 Long Term Assets of Discontinued Operations - 148,605 ------------------------------------------- --- ------- Total Assets $570,829 $737,470 ============ ======== ======== Liabilities and Stockholders' Equity Current Liabilities: Accounts payable $12,725 $38,630 Current maturities of debt - 13,000 Accrued expenses and other 23,157 36,641 Current liabilities of discontinued operations - 22,232 ----------------------------------------- --- ------ Total Current Liabilities 35,882 110,503 Long-Term Debt 169,656 214,855 Deferred Taxes 69,847 67,299 Other Liabilities 68,426 55,791 Long-term Liabilities of Discontinued Operations - 46,051 ------------------------------------------------ --- ------ Total Liabilities 343,811 494,499 Commitments and Contingencies Series C Convertible Preferred Stock (Liquidation 125,000 125,000 Stockholders' Equity: 102,018 117,971 --------------------- ------- ------- Total Liabilities and Stockholders' Equity $570,829 $737,470 ========================================== ======== ======== Endeavour International Corporation Condensed Consolidated Statement of Operations (Unaudited) (Amounts in thousands, except per share data) Three Months Ended Nine Months Ended September 30, September 30, ------------- ------------- 2009 2008 2009 2008 ---- ---- ---- ---- Revenues $7,759 $44,160 $42,179 $145,312 Cost of Operations: Operating expenses 3,876 7,154 14,455 23,681 Depreciation, depletion and amortization 5,646 14,856 24,828 53,247 Impairment of oil and gas properties - - 30,645 - General and administrative 4,091 4,064 12,041 11,617 -------------------------- ----- ----- ------ ------ Total Expenses 13,613 26,074 81,969 88,545 -------------- ------ ------ ------ ------ Income (Loss) From Operations (5,854) 18,086 (39,790) 56,767 ------------------ ------ ------ -------- ------ Other Income (Expense): Derivatives: Realized gains (losses) 7,530 (13,631) 28,581 (31,276) Unrealized gains (losses) (4,360) 119,089 (38,455) (41,239) Interest expense (3,919) (4,694) (12,054) (18,489) Interest income and other 1,402 2,863 (6,932) 2,834 ------------------------- ----- ----- ------ ----- Total Other Income (Expense) 653 103,627 (28,860) (88,170) --------------------------- --- ------- -------- -------- Income (Loss) Before Income Taxes (5,201) 121,713 (68,650) (31,403) Income Tax Expense (Benefit) (441) 57,736 (10,477) (9,195) --------------------------- ---- ------ -------- ------ Income (Loss) from Continuing Operations (4,760) 63,977 (58,173) (22,208) Discontinued Operations, net of tax: Income (loss) from operations - 14,219 (774) 19,588 Gain on sale 277 - 47,420 - ------------ --- --- ------ --- Income from Discontinued Operations 277 14,219 46,646 19,588 ------------------------ --- ------ ------ ------ Net Income (Loss) (4,483) 78,196 (11,527) (2,620) Preferred Stock Dividends 2,696 2,709 8,061 8,113 ------------------------- ----- ----- ----- ----- Net Income (Loss) to Common Stockholders $(7,179) $75,487 $(19,588) $(10,733) =========================== ======= ======= ======== ======== Basic Net Income (Loss) per Common Share: Continuing operations $(0.06) $0.48 $(0.51) $(0.23) Discontinued operations - 0.11 0.36 0.15 ----------------------- --- ---- ---- ---- Total $(0.06) $0.59 $(0.15) $(0.08) ===== ====== ===== ====== ====== Diluted Net Income (Loss) per Common Share: Continuing operations $(0.06) $0.29 $(0.51) $(0.23) Discontinued operations - 0.07 0.36 0.15 ----------------------- --- ---- ---- ---- Total $(0.06) $0.36 $(0.15) $(0.08) ===== ====== ===== ====== ====== Weighted Average Number of Common Shares Outstanding: Basic 130,109 127,810 129,719 127,658 ===== ======= ======= ======= ======= Diluted 130,109 211,811 129,719 127,658 ======= ======= ======= ======= ======= Endeavour International Corporation Condensed Consolidated Statement of Cash Flows (Unaudited) (Amounts in thousands) Nine Months Ended September 30, ------------------------------- 2009 2008 ---- ---- Cash Flows from Operating Activities: Net loss $(11,527) $(2,620) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, depletion and Amortization 29,509 64,073 Impairment of oil and gas properties 30,645 - Deferred tax benefit (3,269) (5,568) Unrealized gain on derivatives 38,455 41,239 Gain on sale of Norwegian operations (47,420) - Other 13,577 7,945 Changes in operating assets and liabilities: (Increase) decrease in receivables 6,593 (4,259) (Increase) decrease in other current assets 5,060 (6,716) Increase (decrease) in liabilities (21,939) 5,520 ---------------------- ------- ----- Net Cash Provided by Operating Activities 39,684 99,614 Cash Flows From Investing Activities: Capital expenditures (92,766) (46,512) Proceeds from sales, net of cash 144,765 - Decrease in restricted cash 20,366 - --------------------------- ------ - Net Cash Provided by (Used in) Investing Activities 72,365 (46,512) Cash Flows From Financing Activities: Repayments of borrowings (64,458) (120,000) Borrowings under debt agreements - 88,000 Dividends paid (7,969) (7,969) Financing costs paid - (3,382) Other financing 27 (514) --------------- -- ---- Net Cash Used in Financing Activities (72,400) (43,865) Net Increase in Cash and Cash Equivalents 39,649 9,237 Cash and Cash Equivalents, Beginning of Period 38,156 16,440 --------------------------------------- ------ ------ Cash and Cash Equivalents, End of Period $77,805 $25,677 ======================================== ======= ======= Cash and Cash Equivalents, End of Period: Continuing operations $77,805 $18,260 Discontinued operations - 7,417 ----------------------- --- ----- Total $77,805 $25,677 ===== ======= ======= Endeavour International Corporation Operating Statistics (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------- ------------- 2009 2008 2009 2008 ---- ---- ---- ---- Sales volume (1) Oil and condensate sales (Mbbls): United Kingdom 82 235 494 834 United States 1 - 2 - ------------- - - - - Continuing operations 83 235 496 834 Discontinued operations - Norway - 204 310 545 ------------------------- - --- --- --- Total 83 439 806 1,379 ----- -- --- --- ----- Gas sales (MMcf): United Kingdom 629 1,470 2,777 5,149 United States 19 - 130 - ------------- -- --- --- - Continuing operations 648 1,470 2,907 5,149 Discontinued operations - Norway - 575 686 1,640 ------------------------ --- --- --- ----- Total 648 2,045 3,593 6,789 ----- --- ----- ----- ----- Oil equivalent sales (MBOE) United Kingdom 187 480 957 1,692 United States 4 - 23 - ------------- --- --- -- --- Continuing operations 191 480 980 1,692 Discontinued operations - Norway - 299 425 819 ------------------------- - --- --- --- Total 191 779 1,405 2,511 ----- --- --- ----- ----- Total BOE per day 2,072 8,477 5,147 9,162 ----------------- ----- ----- ----- ----- Physical production volume (BOE per day): United Kingdom 2,777 5,075 3,675 6,064 United States 32 - 54 - ------------- -- --- -- --- Continuing operations 2,809 5,075 3,729 6,064 Discontinued operations - Norway - 2,763 1,545 2,816 ------------------------- - ----- ----- ----- Total 2,809 7,838 5,274 8,880 ----- ----- ----- ----- ----- Realized Prices (2) Oil and condensate price ($per Bbl): Before commodity Derivatives $61.73 $106.22 $47.38 $101.60 Effect of commodity derivatives 46.05 (23.70) 24.47 (20.78) ------------------- ----- ------ ----- ------ Realized prices including commodity derivatives $107.78 $82.52 $71.85 $80.82 -------------------- ------- ------ ------ ------ Gas price ($per Mcf): Before commodity derivatives $4.10 $12.14 $5.99 $11.63 Effect of commodity derivatives 5.75 (1.58) 2.46 (0.39) ------------------- ---- ------ ---- ------ Realized prices including commodity derivatives $9.85 $10.56 $8.45 $11.24 -------------------- ----- ------ ----- ------ Equivalent oil price ($per BOE): Before commodity derivatives $40.70 $91.65 $42.51 $87.26 Effect of commodity derivatives 39.50 (17.48) 20.34 (12.46) ------------------- ----- ------ ----- ------ Realized prices including commodity derivatives $80.20 $74.17 $62.85 $74.80 -------------------- ------ ------ ------ ------ (1) We record oil revenues on the sales method, i.e. when delivery has occurred. Actual production may differ based on the timing of tanker liftings. We use the entitlements method to account for sales of gas production. (2) The average sales prices reflect both our continuing and discontinued operations and include realized gains and losses for derivative contracts we utilize to manage price risk related to our future cash flows. Endeavour International Corporation Reconciliation of GAAP to Non-GAAP Measures (Unaudited) (Amounts in thousands) As required under Regulation G of the Securities Exchange Act of 1934, provided below are reconciliations of net income (loss) to the following non-GAAP financial measures: net income, as adjusted, Adjusted EBITDA and discretionary cash flow. We use these non-GAAP measures as key metrics for our management and to demonstrate our ability to internally fund capital expenditures and service debt. The non-GAAP measures are useful in comparisons of oil and gas exploration and production companies as they exclude non-operating fluctuations in assets and liabilities Three Months Ended Nine Months Ended September 30, September 30, ------------- ------------- 2009 2008 2009 2008 ---- ---- ---- ---- Net income (loss) $(4,483) $78,196 $(11,527) $(2,620) Depreciation, depletion and amortization 5,646 18,949 29,509 64,073 Impairment of oil and gas properties - - 30,645 - Deferred tax expense (benefit) 327 52,709 (3,269) (5,568) Gain on asset sales (277) - (47,420) - Unrealized (gain) loss on Derivatives 4,360 (119,089) 38,455 41,239 Other 2,042 (621) 13,577 7,946 ----- --- ------ ----- Discretionary Cash Flow (1) $7,615 $30,144 $49,970 $105,070 ====== ======= ======= ======== Net income (loss) to common shareholders $(7,179) $75,487 $(19,588) $(10,733) Impairment of oil and gas properties (net of tax) (2) - - 15,322 - Unrealized (gain) loss on derivatives (net of tax) (3) 2,885 (62,684) 23,632 21,549 Currency impact on deferred Taxes (2,106) (6,926) 8,143 (4,203) ----- ----- ----- ----- Net Income (Loss) as Adjusted $(6,400) $5,877 $27,509 $6,613 ======= ====== ======= ====== Net income (loss) to common Shareholders $(7,179) $75,487 $(19,588) $(10,733) Unrealized (gain) loss on Derivatives 4,360 (119,089) 38,455 41,239 Net interest expense 3,877 4,338 11,860 17,182 Depreciation, depletion and Amortization 5,646 18,949 29,509 64,073 Impairment of oil and gas properties - - 30,645 - Income tax expense (benefit) (441) 65,395 (5,047) 23,001 Gain on asset sales (277) - (47,420) - Preferred stock dividends 2,696 2,709 8,061 8,113 ----- ----- ----- ----- Adjusted EBITDA $8,682 $47,789 $46,475 $142,875 ===== ====== ====== ======= (1) Discretionary cash flow is equal to cash flow from operating activities before the changes in operating assets and liabilities. (2) Net of tax benefits of $(15,323) for the nine months ended September 30, 2009. (3) Net of tax expense (benefit) of $(1,475), $56,404, $(14,823) and $(19,689), respectively.

Endeavour International Corporation

CONTACT: Endeavour - Investor Relations, Mike Kirksey, +44 (0) 207 451
2364, +1-713-307-8788, or Canaccord Adams - United Kingdom Broker, Jeffrey
Auld, +44 (0) 207 050 6500, or Pelham Public Relations - UK Media, Philip
Dennis, +44 (0) 207 743 6363, or Henry Lerwill, +44 (0) 203 178 6242

Web Site: http://www.endeavourcorp.com/

Imerys Announces Consolidated Nine-Month 2009 Results

PARIS, November 4 /PRNewswire-FirstCall/ --

(1) Operating income before other operating revenue and expenses, but including the share in income of associates.

(2) Group's share of net income, before other operating revenue and expenses, net.

(4) Results to September 30, 2008 were reprocessed following the two presentation changes applied as of January 1st, 2009, details of which are given in appendix.

GÃƒÂ©rard BuffiÃƒÂ¨re commented, "During the 3rd quarter, our main markets benefited from a slowdown in inventory reduction that had intensified their slump in the first half of 2009. This is a positive change but it does not point to a clear trend for the coming quarters. We are, therefore, maintaining the strict management that has already allowed us to reduce our fixed costs and overheads by EUR133 million since the beginning of the year. Cost control and cash flow generation remain our priorities and we confirm our goal of an operating margin close to 10% from early 2010."

ECONOMIC ENVIRONMENT STILL DEGRADED

Some activities related to mass consumer goods, such as beverage filtration, were more resilient.

CONTINUATION OF COST AND INVENTORY REDUCTION PLANS

OUTLOOK

The Group reiterated the goal of achieving an operating margin close to 10% in early 2010, as announced on April 29, 2009.

Over the first nine months of 2009 sales totaled EUR2,077.7 million, a - 21.9% decrease from the same period in 2008. This trend includes:

- A favorable foreign exchange effect of + EUR43.4 million, mainly related to the US dollar's appreciation against the euro; - Net impact of changes in Group structure(3) for + EUR1.2 million.

At comparable Group structure and exchange rates, the decrease in sales (- 23.6% compared with the same period in 2008) results from the fall in volumes (- 27.7%).

In this difficult context, the price/mix effect improved by + 4.1% and was positive in all four business groups.

Performance & Filtration Minerals (18% of consolidated sales)

The fall in sales, which totaled EUR378.7 million for the first nine months of 2009 (- 14.3%), takes into account:

- The effect of change in Group structure(7) for + EUR6.9 million, - Exchange rate impact of + EUR15.2 million.

Pigments for Paper (23% of consolidated sales)

Sales, at EUR471.8 million as on September 30, 2009, decreased - 13.9%. This change takes into account an exchange rate impact of + EUR19.3 million.

Materials & Monolithics (32% of consolidated sales)

At EUR664.2 million, the business group's sales (- 18.3% for the first 9 months of 2009 vs. the same period in 2008) takes into account:

- The effect of change in Group structure(9) for - EUR1.7 million, - Negative currency impact of - EUR12.3 million.

In Building Materials, adjustment of roof tile and brick production capacities to demand continues. Modernization projects at the Wardrecques (Nord, France) tile plant and the La BoissiÃƒÂ¨re du DorÃƒÂ© (Loire-Atlantique, France) brick works were completed during the period. The concrete joist and beam manufacturing and marketing activity, Planchers Fabre (EUR20 million sales in 2008), was divested in late May 2009.

In Monolithic Refractories, production volumes were reduced in most countries where the Group operates, except for India where business is buoyant. Efforts also focused on structure costs.

Current operating income totaled EUR179.8 million for the first 9 months of 2009 (- 46.4%) and included:

- Positive effect of exchange rates (+ EUR14.5 million), mainly related to the US dollar's appreciation against the euro, - A limited effect of change in Group structure (- EUR2.0 million).

NET INCOME FROM CURRENT OPERATION

- Tax expense of - EUR33.8 million (- EUR82.1 millions in 2008), which represents an effective tax rate of 28.0%. NET INCOME

The Group's share of net income totaled EUR33.6 million as on September 30, 2009 (vs. EUR195.7 million as on September 30, 2008).

An information conference call will take place today at 8:30am (Paris time).

The presentation, in French with simultaneous English translation, will be screened live on the Group website http://www.imerys.com/ and will be available for viewing later.

***

More comprehensive information about Imerys may be obtained from its Internet website (http://www.imerys.com/) under Regulated Information, particularly in its Document de Reference filed with AutoritÃƒÂ© des marchÃƒÂ©s financiers on April 3, 2009 under number D.09-0192 (also available from the AutoritÃƒÂ© des marchÃƒÂ©s financiers website, http://www.amf-france.org/). Imerys draws the attention of investors to chapter 4, "Risk Factors", of its Document de RÃƒÂ©fÃƒÂ©rence.

(4) At comparable Group structure and exchange rates.

(5) Transfer of some activities in Asia and South America from Pigments for Paper to Performance & Filtration Minerals.

(6) Astron China (China, February 2008) and divestment of Iberpasta (Portugal, January 2009).

(7) Acquisitions of Kings Mountain Minerals, Inc. (USA, October 2008) and Suzorite Mining, Inc. (Canada, October 2008);

Deconsolidation of Xinlong (China, January 2009).

(8) Sources: French Ministry of Ecology, Energy, Sustainable Development and Sea.

(9) Acquisition of Svenska Silika Verken AB (Sweden, April 2008); Divestment of Planchers Fabre (France, May 2009).

(10) Operating income before other operating revenue and expenses.

(11) Results to September 30, 2008 have been reprocessed following the two changes in presentation applied as on January 1st, 2009, details of which are given in appendix hereto.

(12) At comparable Group structure and exchange rates. Analyst/Investor Relations: Press contacts: Pascale Arnaud Pascale Arnaud +33(0)1-49-55-63-23 +33(0)1-49-55-63-91/66-55 shareholders@imerys.com Matthieu Roquet-MontÃƒÂ©gon +33(0)616-92-80-65

Imerys

CONTACT: Analyst/Investor Relations: Pascale Arnaud,
+33(0)1-49-55-63-23, shareholders@imerys.com; Press contacts: Pascale Arnaud,
+33(0)1-49-55-63-91/66-55; Matthieu Roquet-MontÃƒÂ©gon, +33(0)616-92-80-65

New Gold Announces a 16% Increase in Production, 17% Decrease in Cash Cost in the Third Quarter 2009 and Enhanced Value for its El Morro Project(All figures are in US dollars unless otherwise stated)

VANCOUVER, Nov. 3 /PRNewswire-FirstCall/ -- New Gold Inc. ("New Gold") (TSX and NYSE AMEX - NGD) today announced unaudited financial and operational results for the third quarter ended September 30, 2009. Gold production was 79,531 ounces in comparison to 68,801 ounces in the same quarter in 2008. Earnings from mine operations increased by 67% to $22.6 million from $13.5 million in the third quarter of 2008.

Q3 2009 Highlights - 16% increase in gold sales to 77,645 ounces from 67,156 ounces in the corresponding quarter in 2008 - 17% decrease in total cash cost(1) per ounce sold, net of by-product sales, to $470 from $565 in the corresponding quarter of 2008 - Cash and cash equivalents of $242.6 million at September 30, 2009 - Recent El Morro announcement increased the market value of the project

"We are very pleased to report increased production and reduced cash cost in the third quarter, which demonstrates that we continue to deliver on our operational targets and we fully expect to continue on this trend going forward. The company has built tremendous momentum over the last six months and plans to continue to enhance value through assets such as El Morro and delivering on our growth strategy." said Robert Gallagher, President and Chief Executive Officer.

Third Quarter Financial Review

In the third quarter 2009, earnings from mine operations were $22.6 million in comparison to $13.5 million in the third quarter of 2008. Third quarter net earnings were $4.1 million, or $0.01 per basic share, in comparison to a net loss of $148.9 million, or $0.70 per basic share, in the same period in 2008. The third quarter 2009 increase in net earnings is primarily due to: higher gold and silver production at Cerro San Pedro, initiation of production from the high copper grade Chesney ore body at Peak, the successful acquisition of the Mesquite mine which positively impacted earnings and a loss from discontinued operations of $166.9 million on the Amapari mine in the third quarter 2008.

Third quarter gold sales improved by 16% to 77,645 ounces at an average realized gold price of $959 per ounce compared to 67,156 ounces at an average realized gold price of $870 per ounce in the corresponding quarter of 2008. The increase in gold sales in comparison to 2008 is mainly due to a significant increase in total tonnes of ore mined at Cerro San Pedro and from the successful acquisition of the Mesquite mine.

Total cash cost(1) per gold ounce sold, net of by-product sales, decreased by 17% in the third quarter to $470 from $565 in the third quarter of 2008. This was primarily due to a significant increase in silver revenues at Cerro San Pedro, an increase in copper revenues at Peak Mines and a favorable Australian dollar exchange rate versus the US dollar.

Cash flow from operations in the third quarter 2009 was $6.0 million compared to cash flow used by operations of $5.4 million for the same period in 2008. The 2009 increase is mainly attributable to increased gold production, a 10% increase in average realized gold price per ounce sold of $959 in comparison to $870 in the third quarter 2008 and increased by-product revenue. Consistent with New Gold's mine plans, cash flow from operations should continue to move higher in the fourth quarter of 2009 as production continues to increase.

Nine Month Period

For the nine months ended September 30, 2009, earnings from mine operations were $48.9 million in comparison to $36.0 million in the same period in 2008. For the year to date 2009 period, the net loss was $186.7 million, or $0.67 per basic share, compared to a net loss of $143.8 million, or $1.14 per basic share, in the same period in 2008.

For the nine months ended September 30, 2009 gold sales were 185,932 ounces at an average realized gold price of $935 per ounce compared to 159,397 ounces at an average realized gold price of $915 per ounce in the corresponding period in 2008. The increase in gold sales in comparison to 2008 is mainly due to a 121% increase total tonnes of ore mined primarily from the acquisition of Mesquite and from ramping up Cerro San Pedro.

For the nine months ended September 30, 2009, total cash cost(1) per gold ounce sold, net of by-product sales, decreased by 19% to $460 from $568. The reduction in total cash cost(1) compared to the same period in 2008, is mainly due to: a significant increase in silver revenues at Cerro San Pedro and increased copper revenues at Peak Mines, which was partially offset by an unfavourable movement in the Australian dollar exchange rate.

For the nine months ended September 30, 2009, cash flow from operations increased by $18.9 million to $24.6 million from $5.7 million in the same period in 2008. The increase in cash flow from operations is mainly attributable to increased gold production and increased by-product revenues.

Operational Review Mesquite

Gold sales at Mesquite for the third quarter totaled 27,594 ounces, compared to the quarterly record gold sales of 47,535 ounces in the corresponding quarter of 2008. For the nine months ended September 30, 2009, gold sales were 87,647 ounces compared to 80,255 ounces sold in the same period in 2008, which includes the first five months of production in 2009 and the full period in 2008 prior to New Gold ownership. As the strip ratio has decreased during this period in comparison to 2008, Mesquite has been able to increase the tonnes processed by 3.0 million to 8.7 million tonnes, which will continue to positively impact production going forward.

Total cash cost(1) per gold ounce sold in the third quarter of 2009 was $662 compared to $390 in the third quarter of 2008. Total cash cost(1) per gold ounce sold for the nine months ended September 30, 2009 was $624 compared to $503 in the same period last year. The total cash cost(1) increase during this period is mainly attributable to lower production and the following temporary items: use of a mining contractor to catch-up on waste stripping, fewer ounces of gold and more waste than modelled in the Rainbow 3 pit, increased cost associated with abnormal equipment maintenance and a one-time change-over from bias ply to radial tires for the entire haulage fleet. Additionally, Mesquite has increased cyanide and lime consumption to achieve optimum recovery. As outlined in the mine plan, production at Mesquite began ramping up in the month of September and is expected to continue on this trend in the fourth quarter, providing the highest production levels for the year.

Cerro San Pedro

Cerro San Pedro gold sales totaled 27,193 ounces for the third quarter compared to 26,070 ounces in the same quarter in 2008. For the nine months ended September 30, 2009, gold sales were 68,857 ounces compared to 64,182 ounces sold in the same period in 2008, which includes the first six months of production in 2008 prior to New Gold ownership. The increase in gold sales during the quarter was due to higher tonnes placed on the pad and increased recovery rate, partially offset by lower feed grade. Silver sales for the third quarter increased significantly to 382,278 ounces compared to 305,430 ounces sold in the third quarter of 2008. For the nine months ended September 30, 2009, silver sales were 1.2 million ounces compared to 0.8 million ounces sold in 2008, which includes the first six months of production in 2008 prior to New Gold ownership. The increase in silver production in the quarter is attributed to higher silver grades mined and the benefits of secondary leaching which commenced during the first half of 2009.

Total cash cost(1) per gold ounce sold, net of by-product sales, for the third quarter was $416 compared to $367 in the third quarter of 2008. Total cash cost(1) per gold ounce sold, net of by-product sales, for the nine months ended September 30, 2009 was $394 compared to $370 in the same period last year. The increase in cash cost(1) is due to significantly higher tonnes moved and slightly higher consumable costs, which were partly offset by the depreciation in the Mexican peso versus the US dollar and higher silver revenues.

Peak Mines

Peak Mines' gold sales in the third quarter totaled 22,858 ounces compared to 24,425 ounces in the same quarter of 2008. For the nine months ended September 30, 2009, gold sales totaled 61,653 ounces compared to 74,114 ounces sold in the same period of 2008. Copper sales increased by 119% during the third quarter 2009 to 3.8 million pounds from 1.7 million pounds in the same period in 2008. Gold sales were lower and copper sales higher in the third quarter 2009 in comparison to the same quarter in the prior year due to mining shifting to zones of higher copper grades and lower gold content, which was partially offset by higher gold recoveries. The mill feed was 8% lower and 42% higher in gold and copper grade, respectively.

Total cash cost(1) per gold ounce sold, net of by-product sales, for the third quarter was $302 compared to $560 in the same period of 2008. Total cash cost(1) per gold ounce sold, net of by-product sales, for the nine months ended September 30, 2009 was $332 compared to $426 in the same period last year. The decrease in cash cost(1) is primarily due to higher copper revenues from increased copper sales, which was partly offset by an increase in the Australian dollar exchange rate versus the US dollar.

New Afton Project Update

The development schedule for New Afton remains on budget and on schedule to commence production in the second half of 2012. During the third quarter of 2009, underground development crews advanced development by 453 metres compared to 424 metres during the second quarter of 2009. An underground development milestone was achieved in the third quarter with the breakthrough of the conveyor decline which creates a secondary access to the mine and facilitates improved equipment access.

Project spend during the third quarter at New Afton was $12.2 million (including $6.0 million of capitalized interest), which is mainly comprised of underground development. For the nine months ended September 30, 2009, the project spend was $51.4 million (including $15.8 million of capitalized interest). The New Afton development cost is expected to be funded internally from existing financial resources and operating cash flow.

Liquidity and Capital Resources

New Gold held cash and cash equivalents of $242.6 million as at September 30, 2009 in comparison to $141.1 million on June 30, 2009. The change in cash position is comprised mainly of the following items:

- $107.2 million gross proceeds from bought deal public offering which closed September 11, 2009; - $6.0 million generated in operating cash flow for the quarter; - $3.1 million in repayment of long term debt; and - $12.2 million project spend at New Afton for the quarter, which includes capitalized interest

The company's overall debt position is $265.2 million. The majority of the debt, which is comprised of the senior secured notes, is not due until 2017. On October 7, 2009, New Gold announced that it amended Mesquite's term loan facility and made a prepayment of $15.0 million. The prepayment reduces the outstanding principal of the loan to $45.8 million from $60.8 million, which is now repayable by June 30, 2012 unless the company chooses to repay the loan early or the sweep mechanism comes into effect. New Gold has increased flexibility in considering its options with respect to the gold hedge program, a required condition precedent to the loan facility, that now extends two and one half years beyond the revised term to December 31, 2014, the original term prior to prepayment. Approximately half of the program, or 165,000 ounces of gold, are hedged beyond June 30, 2012 and may be monetized at New Gold's discretion.

Capital expenditures for the remaining three months of 2009 are expected to be approximately $34.2 million with $23.7 million (including capitalized interest) allocated to the continued development of New Afton, $9.2 million to Peak Mines, $1.1 million to the Cerro San Pedro Mine and $0.2 million to the Mesquite Mine.

Third Quarter Results Overview

Third quarter and year to date results for 2009 and 2008 presented in the table below are for the period of ownership for the Mesquite and Cerro San Pedro mines, following the business combinations with Western Goldfields on June 1, 2009, and Metallica Resources Inc. and Peak Gold Ltd. on June 30, 2008, respectively.

------------------------------------------------------------------------- Q3-2009 Q3-2008 YTD 2009 YTD 2008 ------------------------------------------------------------------------- Production ------------------------------------------------------------------------- Mesquite gold oz 29,012 - 38,053 - ------------------------------------------------------------------------- Cerro San Pedro gold oz 24,928 24,387 69,721 24,387 silver oz 342,633 282,055 1,184,110 282,055 ------------------------------------------------------------------------- Peak Mines gold oz 25,591 26,662 68,601 72,875 copper m lbs 3.6 2.4 11.7 5.8 ------------------------------------------------------------------------- Amapari(2) gold oz - 17,752 13,726 56,891 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Total Production ------------------------------------------------------------------------- Gold oz 79,531 68,801 190,101 154,153 ------------------------------------------------------------------------- Copper m lbs 3.6 2.4 11.7 5.8 ------------------------------------------------------------------------- Silver oz 342,633 282,055 1,184,110 282,055 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Gold sales oz 77,645 67,156 185,932 159,397 ------------------------------------------------------------------------- Total cash cost/oz(1) $470 $565 $460 $568 ------------------------------------------------------------------------- 2009 Forecast Update

New Gold's previously announced 2009 gold production guidance of 270,000 to 300,000 ounces and total cash cost(1) of $470 to $490 per ounce of gold sold, net of by-product sales, remains unchanged.

Value Enhancement

New Gold is working on enhancing value of key assets in its portfolio beyond the levels currently ascribed by the broader market. These assets include: the El Morro project with the recent announcement made by Barrick Gold Corporation ("Barrick"), the Amapari project, where New Gold completed a scoping study last April and several parties have shown interest in purchasing the asset, and the Asset Backed Notes, where the company may have the opportunity to sell the notes for additional cash if required, given that their trading value has been steadily increasing, in line with the broader credit market, over the last year.

El Morro is a copper-gold project in Chile. New Gold has a 30% interest with project operator Xstrata Copper Chile S.A. ("Xstrata"), which owns the remaining 70%. On October 12, 2009, Barrick announced that it has entered into an agreement with Xstrata to acquire its 70% interest in the El Morro project for $465 million in cash. New Gold has the right of first refusal to purchase Xstrata's 70% interest. The company is currently reviewing alternatives to maximize the value of its 30% stake, which would include but are not limited to the following options:

- Exchange New Gold's stake for a gold producing asset - Participate in the development of the asset with an experienced, gold-focused partner - Monetize New Gold's stake

New Gold's share of the El Morro project represents annual estimated average production of 95,000 ounces of gold and 100 million pounds of copper over a 15 year mine life.

Robert Gallagher, President and Chief Executive Officer said, "As we look forward to the fourth quarter, we reiterate our guidance and remain focused on continued improvements at the Mesquite operation as we ramp-up production. We will continue to work towards unlocking value from assets such as El Morro, Amapari and the Asset Backed Notes which will further strengthen our financial position and contribute towards achieving our future production growth targets."

Please click here to view the third quarter Financial Statements: http://files.newswire.ca/764/New_Gold_Sept_2009.pdf

Please click here to view the third quarter Management's Discussion and Analysis: http://files.newswire.ca/764/New_Gold_MDA.pdf

Conference Call-in Details

New Gold will hold a conference call and webcast on Wednesday, November 4th at 10:00am E.T. to discuss the 2009 third quarter results. Anyone may join the call by dialling toll free 1-888-789-9572 or 1-416-695-7806 to access the call from outside Canada or the U.S. - Passcode 4424442. You can listen to a recorded playback of the call after the event until December 17, 2009 by dialling 1-800-408-3053 or 1-416-695-5800 for calls outside Canada and the U.S. Passcode 8373702.

A live and archived webcast will also be available at http://www.newgold.com/. About New Gold

New Gold is an intermediate gold mining company with three operating assets; the Mesquite Mine in the United States, Cerro San Pedro Mine in Mexico and Peak Mines in Australia. The company is expected to produce between 270,000 and 300,000 ounces of gold in 2009 for the period of ownership, growing to over 400,000 ounces in 2012. In addition, New Gold has a strong portfolio of mining, development and exploration assets in mining friendly jurisdictions. For further information on the company, please visit http://www.newgold.com/.

(1) TOTAL CASH COST

"Total cash cost" per ounce figures are calculated in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is widely accepted as the standard of reporting cash cost of production in North America. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. New Gold reports total cash cost on a sales basis. Total cash cost includes mine site operating costs such as mining, processing, administration, royalties and production taxes, but is exclusive of amortization, reclamation, capital and exploration costs. Total cash cost is reduced by any by-product revenue and is then divided by ounces sold to arrive at the total by-product cash cost of sales. The measure, along with sales, is considered to be a key indicator of a company's ability to generate operating earnings and cash flow from its mining operations. This data is furnished to provide additional information and is a non-GAAP measure. Total cash cost presented do not have a standardized meaning under GAAP. It should not be considered in isolation as a substitute for measures of performance prepared in accordance with GAAP and is not necessarily indicative of operating costs presented under GAAP.

(2) AMAPARI

Please note as of September 30, 2009, the Amapari mine was classified as a discontinued operation and therefore all financial results for this mine has been presented separately from continuing operations for current and comparative periods. Prior year comparative figures have been reclassified to conform with current period presentation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this press release, including any information relating to New Gold's future financial or operating performance may be deemed "forward looking". All statements in this press release, other than statements of historical fact, that address events or developments that New Gold expects to occur, are "forward-looking statements". Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward looking statements are subject to important risk factors and uncertainties, many of which are beyond New Gold's ability to control or predict. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause New Gold's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Such factors include, without limitation: New Gold's anticipated synergies from the business combination with Western Goldfields Inc. may not be realized; there may be difficulties in integrating the operations and personnel of New Gold; significant capital requirements; fluctuations in the international currency markets and in the rates of exchange of the currencies of Canada, the United States, Australia, Brazil, Mexico and Chile; price volatility in the spot and forward markets for commodities; impact of any hedging activities, including margin limits and margin calls; discrepancies between actual and estimated production, between actual and estimated reserves and resources and between actual and estimated metallurgical recoveries; changes in national and local government legislation in Canada, the United States, Australia, Brazil, Mexico and Chile or any other country in which New Gold currently or may in the future carry on business; taxation; controls, regulations and political or economic developments in the countries in which New Gold does or may carry on business; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses and permits; diminishing quantities or grades of reserves; competition; loss of key employees; additional funding requirements; actual results of current exploration or reclamation activities; changes in project parameters as plans continue to be refined; accidents; labour disputes; defective title to mineral claims or property or contests over claims to mineral properties. In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses (and the risk of inadequate insurance or inability to obtain insurance, to cover these risks) as well as "Risks Factors" included in New Gold's Annual Information Form filed on March 31, 2009 and Management Information Circular filed on April 15, 2009, both available at http://www.sedar.com/. Forward-looking statements are not guarantees of future performance, and actual results and future events could materially differ from those anticipated in such statements. All of the forward-looking statements contained in this press release are qualified by these cautionary statements. New Gold expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.

New Gold Inc.

CONTACT: Melanie Hennessey, Vice President Investor Relations, New Gold
Inc., Direct: (604) 639-0022, Toll-free: (888) 315-9715, Email:
info@newgold.com, Website: http://www.newgold.com/

New MSN Designed to Be the Best Home Page on the WebFresh, new design delivers best of Bing, latest in news and entertainment, instant access to Facebook and Twitter, and customized local information in one place.

REDMOND, Wash., Nov. 4 /PRNewswire-FirstCall/ -- Microsoft Corp. today unveiled a preview of its most significant home page redesign in over a decade. The new MSN home page is designed to be the best home page on the Web, with powerful Bing search, the top news and hottest entertainment, and some of the most popular social networks -- all in a fresh new look. The new home page will deliver comprehensive local information from the new MSN local information offering, MSN Local Edition, also unveiled today. Beginning today, anyone can preview the new home page at http://preview.msn.com/. The new home page will begin rolling out today and become widely available to U.S. customers early next year.

(Logo: http://www.newscom.com/cgi-bin/prnh/20000822/MSFTLOGO)

Ninety percent of people surveyed find home pages such as MSN to be valuable, and they like the convenience of a comprehensive site.* Nearly 100 million people in the U.S. visit MSN every single month, and MSN added over 10 million new customers in the last year alone. However, today's sites often fall short of top customer needs and many haven't kept up with evolving trends. Extensive customer research highlights that people want less clutter and easier access to information and services they care about, including search services that help them make decisions easier and faster.

"Now is the time to clean up the mess on the Web -- people need less clutter and less hassle to find what matters most to them," said Erik Jorgensen, corporate vice president, Microsoft. "Microsoft is uniquely invested in search, media experiences and technical innovation. Combining these assets to deliver our new MSN home page is a tremendous win for customers and advertisers."

The clean, new MSN home page cuts through the clutter with 50 percent fewer links than the previous home page and a simplified navigation across news, entertainment, sports, money and lifestyle. The new MSN home page also embraces the latest customer trends by deeply integrating powerful search from Bing and providing easy access to Facebook, Twitter and Windows Live services, comprehensive local information and in-line video. Sophisticated technology powers the home page to deliver personally relevant information, and improved performance satisfies people's need for speed.

New key features of the MSN home page include these: -- Innovative search technology from Bing. Deeper Bing integration on the new home page helps people make faster and more informed decisions and easily find the information they want from anywhere on the Web. Bing is deeply integrated as the core search service throughout the home page via key areas such as shopping, travel and local, and as a way of highlighting hot topics, trends or people. -- Information and news people care about. The new home page delivers against the No. 1 customer request -- simplicity and ease of use -- through its fresh design and smart categorization. In-line high-quality, top news and hot entertainment from trustworthy sources such as MSNBC, FOX Sports, Hulu and Hearst, and comprehensive local information provide a compelling one-stop shop for people to use as their home base online. More in-depth local information is offered on the new MSN Local Edition, which is the only local online source that smartly combines media with Bing search and provides access to real-time community news that is grouped by ZIP code. -- Convenient ways to communicate. Simplicity drove the clean integration of popular social networks, such as Facebook, Twitter and Windows Live "What's New," which aggregates up to 50 Web activities, including Yelp, Flickr, Pandora and more, onto the MSN home page. People no longer have to jump from site to site to update their status, tweets or see what their friends are up to; the new home page makes it easy to view and update in-line.

"Customers told us they want the latest information from their favorite sources, their friends and the breadth of the Web -- and the new MSN home page delivers via a fresh new look and new features," Jorgensen said. "Today is an important transformation for MSN, and it's just the beginning."

More Information

More information about the new MSN home page is available on the MSN Blog at http://msnblog.msn.com/. B-roll is available at http://www.microsoft.com/presspass/newsroom/msn/videos.mspx.

About MSN and Windows Live

Overall, MSN, Windows Live and Microsoft.com attract more than 575 million unique users worldwide per month. With localized versions available globally in 46 markets and 21 languages, MSN is a world leader in delivering Web services to consumers and online advertising opportunities to businesses worldwide.

About Microsoft

Founded in 1975, Microsoft is the worldwide leader in software, services and solutions that help people and businesses realize their full potential.

* Microsoft internal research 2008

Photo: http://www.newscom.com/cgi-bin/prnh/20000822/MSFTLOGO
http://photoarchive.ap.org/
PRN Photo Desk photodesk@prnewswire.com Microsoft Corp.

CONTACT: Chanda Stevick of Waggener Edstrom Worldwide, +1-503-443-7000,
cstevick@waggeneredstrom.com, or Rapid Response Team of Waggener Edstrom
Worldwide, +1-503-443-7070, rrt@waggeneredstrom.com, for Microsoft

Web Site: http://www.microsoft.com/

CNOOC Ltd Welcomes the Early Start-up of LD 27-2

HONG KONG, Nov. 4 /PRNewswire-Asia/ -- CNOOC Limited (the "Company" or "CNOOC Ltd.", NYSE: CEO; SEHK: 0883) announced today that Luda (LD) 27-2, a new independent field in Bohai Bay, has come on stream ahead of schedule. The field is producing at a volume of 11000 barrels of oil per day from 11 wells currently.

(Logo: http://www.prnasia.com/xprn/sa/200701301659.jpg )

LD 27-2 is located in the Eastern Bohai Bay in about 25 meters of water. It is about 104 kilometers northwest of Qinhuangdao City of HeBei Province.

LD27-2 is adjacent to LD 32-2 oil field, an independent project of the Company under construction. In order to reduce production cost, a joint development plan was carried out for both fields. Major development facilities of LD27-2/32-2 include: two wellhead platforms, one production and storage platform and 34 production wells.

The peak production of LD 27-2/32-2 is designed at 13,000 barrels of oil per day. LD 32-2 is expected to be on stream later this year.

Mr. Yang Hua, President of the Company said: "Thanks to the effective project management and efficient leveraging of the operating sources, we are able to bring LD 27-2 on stream ahead of schedule."

CNOOC limited acts as the operator and has a 100% interest in the LD 27-2/32-2 oil fields.

Notes to Editors:

More information about the Company is available at http://www.cnoocltd.com/ .

This press release includes "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, including statements regarding expected future events, business prospectus or financial results. The words "believe", "intend", "expect", "anticipate", "project", "estimate", "plan", "predict" and similar expressions are intended to identify such forward-looking statements. These statements are based on assumptions and analyses made by us that we believe are reasonable under the circumstances. However, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance and financial condition to differ materially from our expectations. For a description of these and other risks and uncertainties, please see the documents we file from time to time with the United States Securities and Exchange Commission, including our 2008 Annual Report on Form 20-F filed on May 8, 2009.

For further enquiries, please contact: Mr. Xiao Zongwei Joint Company Secretary and General Manager of Investor Relations Department CNOOC Limited Tel: +86-10-8452-1646 Fax: +86-10-8452-1441 Email: xiaozw@cnooc.com.cn Ms. Sharon Fung Ketchum Newscan Public Relations Ltd Tel: +852-3141-8082 Fax: +852-2510-8199 Email: sharon.fung@knprhk.com

CNOOC Limited

CONTACT: Mr. Xiao Zongwei, Joint Company Secretary and General Manager
of Investor Relations Department of CNOOC Limited, +86-10-8452-1646, fax, +86-
10-8452-1441, xiaozw@cnooc.com.cn; Ms. Sharon Fung of Ketchum Newscan Public
Relations Ltd, +852-3141-8082, fax, +852-2510-8199, Sharon.fung@knprhk.com for
CNOOC Limited

Web site: http://www.cnoocltd.com/
http://www.prnasia.com/xprn/sa/200701301659.jpg

From Turkeys to Televisions, Walmart Announces New Savings on Thanksgiving Meal Favorites and ElectronicsRetailer Offers $20 Thanksgiving Meal, Brings Back $298 Notebook with 3GB Memory and Introduces $100 Gift Card on Xbox Arcade for One Week

BENTONVILLE, Ark., Nov. 4 /PRNewswire-FirstCall/ -- Dedicated to helping American families save money on both holiday traditions and gift items, Walmart announced today significant price reductions* on Thanksgiving dinner favorites, TVs and other popular electronics.

In addition to seeking savings on gifts under the Christmas tree, recent research shows more than 50 percent of consumers plan to shop price discounts in the coming weeks on non-gift purchases for themselves or family.**

Starting Saturday, Walmart stores will begin their first one-week electronics savings event with special buys and Rollbacks, including a new $298 HP notebook computer. In addition, as shoppers evaluate the impact of tight budgets on holiday meal planning, beginning today Walmart will feature select 12-pound turkeys for less than $5, helping families serve a complete Thanksgiving meal for eight this year as low as $20.*

"We're proving that we're committed to helping moms afford the holidays in these tough economic times," said Jack Sinclair, executive vice president, groceries, Walmart. "That's why we're offering incredible pricing on the turkey and all the fixings."

A turkey dinner for eight as low as $20

According to a survey by the American Farm Bureau Federation, last year's average cost of a turkey was roughly $1.19 per pound. Beginning today, select Grade A turkeys are available for 40 cents per pound at Walmart.* These gobblers are part of Walmart's $20 Thanksgiving menu guaranteeing family favorites will be on the dinner table this holiday season. Walmart's $20 Thanksgiving feast includes:

-- One 12-pound Grade A turkey* -- Three 11 to 15.5-ounce cans Green Giant vegetables -- Two 14-ounce cans Ocean Spray cranberry sauce -- Three 6-ounce boxes of Stove Top stuffing -- One 5-pound bag of red potatoes -- One 12-count package of Sara Lee dinner rolls -- One 22-ounce pumpkin roll cake Electronics week of savings event

Beginning at 8 a.m. Nov. 7, Walmart will have its first of many special electronics savings events, which includes a week of amazing prices on electronics items at stores through Nov. 13.* Items for this event include:

-- $298 HP Notebook Computer - 3GB memory, 160GB hard drive, Windows 7 Premium -- Sharp 1080p HDTVs - 42" for $498, 46" for $698 (120 Hz), 52" for $898 (120 Hz)*** -- Panasonic 46" 1080p plasma HDTV for $788*** -- Xbox 360 Arcade Console $199 with $100 Walmart Gift Card (for use on future purchases; minimum store quantities are at least 10 per store) -- $148 Sony Blu-ray player (model #BDP-S360) -- $29 Magnavox Upconvert DVD player (model #DP170MGXF, 1080p)

"Each holiday season we focus on delivering a better price on quality entertainment and electronics, and this season is no different," said Gary Severson, senior vice president, entertainment, Walmart. "We're excited about our electronics event that starts Saturday. It will be evident through the coming weeks that this year Walmart will offer more opportunities for our customers to save than ever before."

According to recent research by the Consumer Electronics Association, four out of five adults plan to purchase electronic items this holiday season.

Customers can find more information about recent Walmart price reductions and holiday savings for electronics and toys at http://www.walmart.com/ChristmasShop.

* Prices and availability may vary in AK, HI, OK, NM, WI and at Walmart.com. Prices on select Grade A turkeys begin November 4; limit two turkeys per customer; weights and brands vary by store. Prices on electronics items begin November 7. Quantities are limited; no rain checks; purchase limit on select electronics items of two per customer. All prices do not include tax.

** Research taken from BIGresearch, Consumer Intentions and Actions, October 2009.

*** For HDTVs above, diagonal viewing area is as described: 42" class is 41.9", 46" class is 45.9", and 52" class is 51.9"

About Walmart

Every week, millions of customers visit Walmart stores, Neighborhood Markets, and Sam's Club locations across America or log on to its online store at http://www.walmart.com/. The company and its Foundation are committed to a philosophy of giving back locally. Walmart is proud to support the causes that are important to customers and associates right in their own neighborhoods, and last year gave more than $378 million to local communities in the United States. More information about Walmart can be found by visiting http://www.walmartstores.com/.

Photo: http://www.newscom.com/cgi-bin/prnh/20090914/WALMARTLOGO
http://photoarchive.ap.org/
PRN Photo Desk, photodesk@prnewswire.com Walmart

CONTACT: Christi Gallagher, or Melissa O'Brien, 1-800-331-0085, both of
Walmart

Web Site: http://www.walmart.com/

Nokia Launches Five New Affordable Mobile Phones and Nokia Life Tools in Indonesia

JAKARTA, Indonesia, November 4 /PRNewswire-FirstCall/ -- Nokia Life Tools, the service which gives consumers in small towns and rural areas the ability to get a range of livelihood and life- improvement services on their mobile phones, will launch in Indonesia in early December 2009. Nokia also announced five new affordable and easy- to-use phones which will support Nokia Life Tools, and these phones will also be available globally.

"Following the successful launch of Nokia Life Tools in India, where people are getting the benefits of vital information sent directly to their mobile phones, we are pleased to bring this service to consumers in Indonesia," said Dieter May, Vice President, Emerging Markets, Nokia. "Inform, Involve, Empower - the vision of Nokia Life Tools - applies no matter where it's implemented. With the number of devices that Nokia Life Tools supports, including the five new phones we are announcing today, we are giving people the solution that suits them the most."

Five new mobile phones designed for consumers in emerging markets

With affordability and ease of use as the cornerstones of solutions for emerging markets, the five new Nokia phones - Nokia 1280, Nokia 1616, Nokia 1800, Nokia 2220 slide and Nokia 2690 - support Nokia Life Tools, and bring with them all the features that consumers around the world have come to expect.

Priced at EUR 20, EUR 24 and EUR 26 respectively (before taxes and subsidies), the Nokia 1280, Nokia 1616 and Nokia 1800 support FM radio, prepaid tracker, flashlight, anti-scratch cover and dust-resistant keymat, among other features. The long battery life, with up to 22 days of standby time, is vital for people in areas where access to electricity is limited.

The Nokia 2220 slide and the Nokia 2690, priced at EUR 45 and EUR 54 (before taxes and subsidies), also support email on the device through Ovi Mail, giving people in developing markets their first digital identity directly from their handsets. Ovi Mail accounts can be created on the device and people can start sending and receiving emails without ever needing a PC. Other device features include FM radio, VGA camera, GPRS and MMS support, phone books for up to 1,000 contacts, and Bluetooth. Standby times for the Nokia 2220 slide and Nokia 2690 are about 20 days and 13 days respectively.

The first of the five new mobile phones will begin shipping before the end of 2009, with others expected to start shipping in the first half of 2010.

Nokia Life Tools in Indonesia

Nokia Life Tools will be available across Indonesia from early December 2009, with the Agriculture service available for Java and Sumatra at the first stage, and Education and Entertainment services available nation-wide.

Consumers will be able to subscribe to Agriculture, Education and Entertainment information and content. Nokia is collaborating with the Ministry of Agriculture (Departemen Pertanian Republik Indonesia), the Center of Meteorology, Climatology and Geophysics (BMKG), Synovate and other industry partners to bring valuable agriculture information, prices, news and tips directly to consumers.

The Agriculture service will be available for commodities beginning with crops, livestock, horticulture and fisheries. Consumers will be able to subscribe to three of the most commonly grown commodities in their region. Also included in the Agriculture component are weather services, price services, and frequent agriculture news and tips.

The Education service features Learn English, General Knowledge and Test Preparation. Learn English has three levels of expertise with focus on English language fundamentals. General Knowledge will be primarily related to the province where one lives, as well as containing information at the national and international levels. Test Preparation will offer services at the Junior High School and Senior High School levels.

The Entertainment service features a range of mobile entertainment content, including news, music, comics, jokes, astrology, movie news and reviews. The content will be available to consumers via subscription and/or on-demand.

At launch, customers of Telkomsel, Indosat, XL and Hutch (3) will be able to subscribe to Nokia Life Tools services. Nokia Life Tools will first be available on the Nokia 2323 classic, Nokia 2330 classic and Nokia 2700 classic in Indonesia. Aside from the 11 handsets which will come pre-loaded with Nokia Life Tools, the service will become downloadable on more phones later.

Nokia Life Tools services use an icon-based, graphically rich user interface that comes complete with tables and which displays information simultaneously in two languages. Behind this rich interface that comes out of the box on all Life Tools-enabled handsets, SMS is used to deliver the critical information to ensure that this service works wherever a mobile phone works, without the hassles of additional settings or the need for GPRS coverage.

More information about Nokia Life Tools in Indonesia can be found at http://www.nokia.co.id/nokialifetools.

About Nokia

Nokia is a pioneer in mobile telecommunications and the world's leading maker of mobile devices. Today, we are connecting people in new and different ways - fusing advanced mobile technology with personalized services to enable people to stay close to what matters to them. We also provide comprehensive digital map information through NAVTEQ; and equipment, solutions and services for communications networks through Nokia Siemens Networks.

http://www.nokia.com/

Nokia Corporation

CONTACT: Media Enquiries: Nokia Communications, Tel. +358-7180-34900,
Email: press.services@nokia.com

Syndication Inc. Announces Mac Marshall Jr. Signs Former CFO of Fortune 500 Company; Company Preps for Government Funding

DAMASCUS, Md., Nov. 3 /PRNewswire-FirstCall/ -- Syndication Inc., (SYNJ.PK), reports that McCutcheon Marshall Jr., President and Chairman of the Board for Sentinel Renewable Energy S.C. Inc. and Pinnacle Energy Inc., the wholly owned energy subsidiary of Syndication Inc., announces that on Sunday the 25th of October 2009, Sentinel Renewable Energy S.C. Inc. signed Mr. Peter Katzburg as the new CFO of the Company. Mr. Katzburg has over thirty years of experience including service as the CFO of a Fortune 500 and a Fortune 1000 company. He currently owns and operates a Financial Consulting Firm located in South Carolina. The firm specializes in a broad and comprehensive range of financial services that focus primarily on procuring working and growth capital for Companies. The various sources include commercial and government loans, grants, and equity. Over the years Mr. Katzburg has supervised and implemented many projects for businesses throughout the State of South Carolina. As a result, he has developed strong banking relationships, secured various state, county and community incentive grants, JEDA Industrial Revenue Bonds, USDA funding, DOE Funding, negotiated incentives and secured funding from the S.C. Department of Commerce, Williamsburg County and the Williamsburg County Rural Development Fund.

For the last 6 months, Mr. Katzburg has been working as a private consultant for the Company. He was the chief architect of our $25 million DOE grant application and our 3.5 million government guaranteed loan application, both of which are pending approval. "The fact that he has officially accepted the position of Chief Financial Officer of our company says volumes about his perception of our Company's potential as well as enhancing the favor of the strategic alliances that follow him," says Mac Marshall Jr. the President of Sentinel Renewable Energy S.C. Inc. and Pinnacle Energy Inc.

When Mr. Sorrentino was asked to comment on the new CFO he stated, "whenever the Company has the opportunity to bring on a professional with Mr. Katzburg credentials, you have to consider yourself extremely fortunate. Mr. Katzburg has worked with many companies in the State of South Carolina and has successfully closed financing programs with both the DOE and USDA. The fact that he has such strong and familiar ties to those agencies obviously gives him a valuable insight on how to build our finance and cash flow matrix models to meet all specifications. However, even more important is that the agencies and banks we are currently working with now know that he is not just acting as an agent for our Company but, as the CFO he will be in charge of supervising the finance programs they are funding. From there perspective the potential of our Company has got to look great. In my opinion, the last remaining concerns about moving to a close have been defused," said Brian Sorrentino the CEO of Syndication Inc. The Company reports that more news is pending.

Contact Information: Brian Sorrentino Phone # 888-422-5515 Syndicationinc.net For all mail correspondence; Box 503, Damascus, MD 20872

This press release may contain forward-looking statements covered within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, plans and timing for the introduction or enhancement of our services and products, statements about future market conditions, supply and demand conditions, and other expectations, intentions and plans contained in this press release that are not historical fact and involve risks and uncertainties. Our expectations regarding future revenues depend upon our ability to develop and supply products, which we may not produce today and that meet defined specifications. When used in this press release, the words "plan," "expect," "believe," and similar expressions generally identify forward-looking statements. These statements reflect our current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, changes in technology and changes in pervasive markets.

Syndication Inc.

CONTACT: Brian Sorrentino of Syndication Inc., 1-888-422-5515

Web Site: http://www.syndicationinc.net/

Imerys annonce ses résultats consolidés pour les neuf premiers mois de l'exercice 2009

PARIS, November 4 /PRNewswire/ --

- Chiffre d'affaires en retrait de - 21,9 % et résultat opérationnel courant à - 46,4 % (respectivement - 22,6 % et - 54,4 % au 1er semestre 2009) - Amélioration relative de certains marchés au 3ème trimestre 2009 par rapport au 2ème trimestre 2009 - Poursuite de la réduction des coÃ»ts fixes : 133 millions d'euros depuis le début de 2009 - Confirmation de l'objectif de marge opérationnelle proche de 10 % au début de l'année 2010

Mardi 3 novembre 2009, le Conseil d'Administration d'Imerys, réuni sous la présidence d'Aimery Langlois-Meurinne, a examiné les résultats consolidés non audités au 30 septembre 2009, présentés par Gérard Buffière, Directeur Général.

Résultats consolidés 30/09/2009 30/09/2008(4) % variation non audités (en millions d'euros) courante Chiffre d'affaires 2 077,7 2 660,3 - 21,9 % Résultat opérationnel courant(1) 179,8 335,1 - 46,4 % Marge opérationnelle 8,7 % 12,6 % - Résultat courant net, part du Groupe(2) 87,3 220,8 - 60,5 % Résultat net, part du Groupe 33,6 195,7 n.s. Résultat courant net, part du Groupe par action(2)(3) 1,23 EUR 3,27 EUR - 62,3 %

(1) Résultat opérationnel, avant autres produits et charges opérationnels, mais y.c. quote-part des opérations faites en commun.

(2) Résultat net part du Groupe, avant autres produits et charges opérationnels nets.

(3) Les nombres moyens pondérés d'actions en circulation (ajustés suite à l'augmentation de capital du 2 juin 2009)

étant de 70 720 880 sur les 9 premiers mois de l'année 2009 contre 67 476 147 sur les 9 premiers mois de 2008.

(4) Les résultats au 30 septembre 2008 ont été retraités suite aux deux changements de présentation appliqués au 1er janvier 2009 et détaillés en annexe du présent communiqué.

Pour Gérard Buffière : "Au 3ème trimestre, nos principaux marchés ont bénéficié d'un ralentissement du déstockage qui avait accentué leur baisse au 1er semestre. Ce phénomène est positif, mais ne permet cependant pas de dégager une tendance fiable pour les trimestres à venir. Nous maintenons donc la rigueur de gestion qui nous a déjà permis d'alléger nos coÃ»ts fixes et frais généraux de 133 millions d'euros depuis le début de l'année. Gestion des coÃ»ts et génération de cash flow restent nos priorités et nous confirmons notre objectif de marge opérationnelle proche de 10 % dès le début de 2010."

ENVIRONNEMENT ECONOMIQUE TOUJOURS TRES DEGRADE

Les marchés servis par le Groupe en Europe et en Amérique du Nord continuent d'Ãªtre affectés par la sévérité de l'environnement économique qui prévaut depuis le 4ème trimestre 2008. L'amélioration enregistrée au 2ème trimestre dans certains marchés émergents s'est néanmoins poursuivie au 3ème trimestre.

Les marchés liés à l'équipement industriel sont toujours les plus touchés par la crise économique mondiale. Si un récent rebond traduit le ralentissement du déstockage en Europe et Amérique du Nord, la production d'acier est toujours en baisse, de - 42 % sur les 9 premiers mois de 2009 par rapport à la mÃªme période de l'année 2008.

En France, les mises en chantier de logements individuels neufs sont en retrait d'environ - 18 % sur 12 mois glissants. Aux Etats-Unis, elles ont progressé légèrement, mais se situent toujours à un niveau historiquement bas.

La production de papier d'impression et d'écriture fait preuve d'une bonne tenue dans les économies émergentes. Au 3ème trimestre, les volumes sont en hausse limitée par rapport au 2ème trimestre 2009 dans les économies matures (Europe et Amérique du Nord), oÃ¹ de nouvelles fermetures de capacités papetières sont mises en oeuvre pour faire face au ralentissement de la demande.

Certaines activités liées aux produits de consommation courante, comme la filtration de liquides alimentaires, ont fait preuve d'une meilleure résistance.

POURSUITE DES PLANS DE REDUCTION DES COUTS ET DE LA BAISSE DES STOCKS

Les plans d'actions d'Imerys continuent à avoir un effet positif sur l'évolution du résultat opérationnel courant : après - 54,4 % au 1er semestre 2009 (- 57,2 % à périmètre et taux de changes comparables), celle-ci s'établit à - 46,4 % (- 50,1 % à périmètre et changes comparables) sur les neuf premiers mois de l'année, alors que les volumes de ventes affichent une baisse toujours substantielle de - 27,7 %.

Ces mesures se sont plus spécifiquement traduites par : - l'allègement des coÃ»ts fixes et frais généraux : - 133,5 millions d'euros (contre - 85,6 millions d'euros au 1er semestre), rendu notamment possible par le faible niveau de production ; - la très forte baisse des stocks : - 155,1 millions d'euros, à comparer à - 129,4 millions d'euros au premier semestre ; - le maintien sous strict contrôle des investissements industriels comptabilisés : 79,4 millions d'euros (56,9 millions d'euros au 1er semestre).

Dans le cadre de l'optimisation des coÃ»ts et de la structure financière, un contrat d'affacturage a par ailleurs été signé le 23 juillet 2009. Au cours du 3ème trimestre, 87,0 millions d'euros de créances clients ont ainsi été cédées et déconsolidées, les risques et avantages associés aux créances ayant été transférés à la banque "factor". Cet affacturage, associé à la diminution très substantielle des stocks, a permis une amélioration du besoin en fonds de roulement opérationnel de 176,0 millions d'euros sur les 9 premiers mois de 2009. Au 30 septembre, le besoin en fonds de roulement opérationnel représente donc 23,5 % du chiffre d'affaires annualisé du 3ème trimestre (hors affacturage, ce ratio serait de 26,6 %).

PERSPECTIVES

Si certains marchés ont enregistré une légère amélioration au cours du 3ème trimestre, les niveaux de demande demeurent actuellement très largement inférieurs à ceux de l'année 2008. Devant la difficulté à interpréter les évolutions du 3ème trimestre, Imerys reste concentré sur la génération de cash flow en maintenant une grande rigueur de gestion.

Le Groupe réitère l'objectif d'atteindre une marge opérationnelle proche de 10 % au début de l'année 2010, comme annoncé le 29 avril 2009.

COMMENTAIRE DETAILLE DES RESULTATS DU GROUPE CHIFFRE D'AFFAIRES Chiffre Variation Variation dont dont d'affaires chiffre chiffre effet effet d'affaires d'affaires à Volume Prix/Mix (en millions (% exercice PCC(1) d'euros) précédent) (% exercice précédent) 1er trimestre 2009(2) 694,3 - 21,3 % - 23,8 % - 28,2 % + 4,4 % 2ème trimestre 2009(2) 679,7 - 23,8 % - 26,0 % - 30,2 % + 4,2 % 3ème trimestre 2009(2) 703,7 - 20,6 % - 20,9 % - 24,7 % + 3,8 % 9 mois 2009 2 077,7 - 21,9 % - 23,6 % - 27,7 % + 4,1 % - Baisse du chiffre d'affaires expliquée par le niveau des volumes de ventes

- Prix/mix positif dans toutes les branches

Sur les 9 premiers mois de l'année 2009, le chiffre d'affaires s'élève à 2 077,7 millions d'euros, en baisse de - 21,9 % par rapport à la mÃªme période de 2008. Cette évolution inclut :

- un effet de change favorable de + 43,4 millions d'euros principalement lié au renforcement du dollar américain par rapport à l'euro ; - un impact de périmètre(3) net de + 1,2 million d'euros.

A périmètre et changes comparables, la contraction du chiffre d'affaires (- 23,6 % par rapport à la mÃªme période de l'année 2008) est la conséquence de la baisse des volumes de ventes (- 27,7 %).

Le phénomène de déstockage dans la chaîne de clientèle en aval, qui avait amplifié le recul des volumes au 1er semestre 2009, semble ralentir au 3ème trimestre. Les volumes demeurent toutefois en repli dans toutes les branches d'activité, avec des amplitudes variables.

Dans ce contexte difficile, l'effet prix/mix produit progresse de + 4,1 %. Il est positif dans les quatre branches d'activité.

Evolution du chiffre d'affaires par branche (non audité, en T3 2009 T3 2008 Variation Effet de Effet Variation millions d'euros) courante périmètre de à % % change PCC(4) % % Chiffre d'affaires 703,7 886,2 - 20,6 % - 0,4 % + 0,7 % - 20,9 % dont : Minéraux pour Céramiques, Réfractaires, Abrasifs & Fonderie 195,8 295,3 - 33,7 % - 0,5 % + 2,0 % - 35,1 % Minéraux de Performance & Filtration(5) 132,4 150,5 - 12,0 % + 1,6 % + 1,4 % - 15,0 % Pigments pour Papier(5) 162,3 182,4 - 11,0 % - + 1,9 % - 12,9 % Matériaux & Monolithiques 220,8 270,0 - 18,2 % - 1,5 % - 1,9 % - 14,8 % Holding & Ã‰liminations (7,6) (12,1) n.s. n.s. n.s. n.s. (non audité, en 30/09/ 30/09/2008 Variation Effet de Effet Variation millions 2009 courante périmètre de à PCC(4) d'euros) % % change % % Chiffre 2 077,7 2 660,3 - 21,9 % + 0,1 % + 1,6 % - 23,6 % d'affaires dont: Minéraux pour Céramiques, Réfractaires, Abrasifs & Fonderie 579,0 890,8 - 35,0 % - 0,4 % + 2,6 % - 37,1 % Minéraux de Performance & Filtration(5) 378,7 441,9 - 14,3 % + 1,6 % + 3,4 % - 19,3 % Pigments pour Papier(5) 471,8 548,0 - 13,9 % - + 3,5 % - 17,4 % Matériaux & Monolithiques 664,2 813,1 - 18,3 % - 0,2 % - 1,5 % - 16,6 % Holding & Ã‰liminations (15,9) (33,4) n.s. n.s. n.s. n.s.

Minéraux pour Céramiques, Réfractaires, Abrasifs & Fonderie

(27 % du chiffre d'affaires consolidé)

Les marchés des Minéraux pour Réfractaires, des Minéraux Fondus et du Graphite demeurent affectés, dans toutes les zones géographiques, par le recul brutal de la production d'équipements industriels et d'automobiles, observé depuis le milieu du 4ème trimestre 2008. Cette baisse a été accentuée par des phénomènes de déstockage massif sur toute la chaîne de clientèle en aval, en particulier au 1er semestre 2009. En Europe et en Amérique du Nord, la production d'acier augmente maintenant très progressivement alors que les marchés chinois et indien poursuivent leur croissance. Les segments des Abrasifs et du Graphite enregistrent actuellement une légère amélioration. Celui des Céramiques continue de souffrir de la crise du secteur de la construction dans les pays développés.

Le chiffre d'affaires, à 579,0 millions d'euros au 30 septembre 2009, est en baisse de - 35,0 %. L'analyse de sa variance met en évidence :

- un effet de périmètre limité(6) de - 4,0 millions d'euros,

- un effet positif de change (dollar américain) de + 22,9 millions d'euros.

Toutes les activités de la branche ont réduit leurs productions et poursuivent leur adaptation aux conditions de marché qu'elles traversent. En France, au Royaume-Uni et en Suisse, les activités ont eu recours au chômage partiel et à la réduction du temps de travail. Des interruptions périodiques, voire définitives, de plusieurs lignes ou sites de production se sont accompagnées de diminutions d'effectifs dans les pays oÃ¹ la branche est présente.

Minéraux de Performance & Filtration

(18 % du chiffre d'affaires consolidé)

Depuis le début de l'année 2009, les marchés des Minéraux de Performance (peinture, plastiques, adhésifs,...) ont suivi la tendance baissière des secteurs liés au bâtiment, en particulier en Europe. Le 3ème trimestre a montré une légère amélioration en Amérique du Nord, alors que l'activité demeure soutenue dans les pays émergents. Les marchés des Minéraux pour Filtration font également preuve de résistance, après une période de déstockage chez les clients et distributeurs.

La chute du chiffre d'affaires, à 378,7 millions d'euros pour les 9 premiers mois de 2009 (- 14,3 %) intègre :

- un effet de périmètre(7) de + 6,9 millions d'euros,

- un impact de change de + 15,2 millions d'euros.

Dans les Minéraux de Performance, la production américaine a été ajustée à la demande avec de nouvelles réductions de capacités et des actions ont également été engagées dans ce sens en Europe. Le plan industriel d'optimisation de l'activité Minéraux pour Filtration, finalisé en 2008, et les mesures complémentaires prises début 2009 (interruption de campagnes d'extraction, fermeture périodique d'unités de production américaines) apportent les économies attendues.

Pigments pour Papier

(23 % du chiffre d'affaires consolidé)

La production mondiale de papiers d'impression et d'écriture progresse légèrement au 3ème trimestre 2009 par rapport au premier semestre mais demeure, sur 9 mois, en repli de - 13,2 % par rapport aux 9 premiers mois de 2008. La baisse de la demande de papier traduit notamment un moindre niveau de dépenses de publicité. En Europe et en Amérique du Nord, de nombreux arrÃªts de production et fermetures définitives de capacité ont affecté le marché du papier, tandis que le marché japonais, toujours déprimé, explique le recul de la production en Asie-Pacifique (- 5 %).

Le chiffre d'affaires, à 471,8 millions d'euros au 30 septembre 2009, est en baisse de - 13,9 %. Cette variation intègre un impact de change de + 19,3 millions d'euros.

Les capacités de production ont été réduites avec la fermeture de l'usine de carbonates de calcium naturel de Salisbury (Royaume-Uni) et la restructuration du site de kaolin de Sandersville (Etats-Unis). Dans le mÃªme temps, les unités de production situées en Europe, Amérique du Nord et au Brésil ont fait l'objet de mesures d'arrÃªts temporaires.

Matériaux & Monolithiques

(32 % du chiffre d'affaires consolidé)

Dans les Matériaux de Construction en France, les mises en chantier de maisons individuelles neuves sont en baisse de - 18 %(8) sur 12 mois glissants, entraînant un repli des volumes de ventes de produits en terre cuite toujours atténué par une moindre baisse de la rénovation de toitures.

Les marchés des Réfractaires Monolithiques liés à l'acier sont, à l'exception de l'Inde, toujours marqués par de nombreux arrÃªts de production. Les autres segments (ciment, verre, incinération, pétrochimie, etc...) résistent mieux. Les grands projets de première monte s'achèvent progressivement et la diminution du nombre de nouveaux projets engagés pèse sur les volumes.

A 664,2 millions d'euros, le chiffre d'affaires de la branche (- 18,3 % sur les 9 premiers mois de 2009 par rapport à la mÃªme période de 2008) intègre :

- un effet périmètre(9) de - 1,7 million d'euros,

- un impact négatif de change de - 12,3 millions d'euros.

Dans les Matériaux de Construction, l'adaptation des capacités de production de tuiles et de briques au niveau de la demande se poursuit. Les projets de modernisation de l'usine de tuiles de Wardrecques (Nord) et d'optimisation de l'usine de briques de La Boissière du Doré ( Loire-Atlantique) ont été menés à bien au cours de la période. L'activité de fabrication et de commercialisation de poutrelles et poutres en béton, Planchers Fabre (20 millions de chiffre d'affaires en 2008), a été cédée, fin mai 2009.

Dans les Réfractaires Monolithiques, la production a été ralentie dans la plupart des pays oÃ¹ le Groupe opère, à l'exception de l'Inde oÃ¹ l'activité est dynamique. Les efforts ont également porté sur les frais de structure.

RESULTAT OPERATIONNEL COURANT(10) (en millions 2009 2008(11) % Variation % Variation d'euros) à PCC(12) 1er trimestre 44,4 116,9 - 62,0 % - 66,2 % Marge 6,4 % 13,3 % opérationnelle 2ème trimestre 65,6 124,6 - 47,3 % - 48,8 % Marge 9,6 % 13,9 % opérationnelle 1er semestre 110,0 241,5 - 54,4 % - 57,2 % Marge 8,0 % 13,6 % opérationnelle 3ème trimestre 69,8 93,6 - 25,5 % - 31,6 % Marge 9,9 % 10,6 % opérationnelle 30 septembre 179,8 335,1 - 46,4 % - 50,1 % Marge 8,7 % 12,6 % opérationnelle

- Reconstitution progressive de la marge opérationnelle courante

- Diminution sensible de la base de coÃ»ts fixes

- Stabilisation des coÃ»ts variables au 3ème trimestre 2009

Le résultat opérationnel courant s'établit à 179,8 millions d'euros pour les 9 premiers mois de l'exercice 2009 (- 46,4 %) et inclut :

- un impact positif de change (+ 14,5 millions d'euros) principalement lié au raffermissement du dollar américain par rapport à l'euro,

- un effet limité de périmètre (- 2,0 millions d'euros).

A périmètre et changes comparables, le recul du résultat opérationnel courant (- 167,8 millions d'euros), intégralement imputable à la baisse des volumes de ventes (- 335,3 millions d'euros), est encore amplifié par la réduction des stocks d'en-cours et de produits finis. Les plans d'économies menés depuis le 4ème trimestre 2008 permettent une baisse significative des coÃ»ts fixes (- 133,5 millions d'euros depuis le début de l'année 2009), tandis que la hausse du prix/mix produits compense l'inflation enregistrée par les coÃ»ts variables qui se stabilisent au 3ème trimestre à un niveau élevé.

RESULTAT COURANT NET

L'évolution du résultat courant net (à 87,3 millions d'euros, soit - 60,5 % par rapport aux 9 premiers mois de 2008) reflète la baisse du résultat opérationnel et tient compte des éléments suivants :

- un alourdissement du résultat financier à - 59,2 millions d'euros (contre - 30,4 millions d'euros au 30 septembre 2008), lié à un effet de base défavorable sur les variations de change et instruments financiers.

Séquentiellement, le résultat financier s'améliore au 3ème trimestre à - 14,3 millions d'euros, contre - 44,9 millions d'euros pour le premier semestre 2009. Cette évolution traduit le désendettement du Groupe, grâce à l'augmentation de capital de 251 millions d'euros réalisée le 2 juin 2009 et à l'importante génération de cash flow.

- une charge d'impôts de - 33,8 millions d'euros (- 82,1 millions d'euros en 2008), soit un taux effectif d'imposition de 28,0 %.

RESULTAT NET

Les autres produits et charges opérationnels nets d'impôts (- 53,6 millions d'euros) correspondent essentiellement aux plans de réduction de coÃ»ts mis en oeuvre dans toutes les activités du Groupe, diminués d'une plus-value de cessions pour 11,1 millions d'euros (Planchers Fabre, activité de fabrication et de commercialisation de poutrelles et poutres en béton précontraint et béton armé, cédée en mai 2009).

Le résultat net, part du Groupe, s'établit donc à 33,6 millions d'euros au 30 septembre 2009 (contre 195,7 millions d'euros au 30 septembre 2008).

*** Agenda financier 2010 Lundi 15 février Résultats de l'exercice 2009 Jeudi 29 avril Assemblée Générale des Actionnaires - Résultats du 1er trimestre 2010 Vendredi 30 juillet Résultats du 1er semestre 2010 Mercredi 3 novembre Résultats du 3ème trimestre 2010

Ces dates sont données à titre indicatif et sont susceptibles d'évoluer.

***

Informations pratiques

Une conférence téléphonique d'information aura lieu ce jour à 8h30 (heure de Paris).

La présentation, en français avec traduction simultanée en anglais, sera retransmise en direct sur le site internet du Groupe : http://www.imerys.com et pourra Ãªtre réécoutée en différé.

***

Leader mondial de la Valorisation des Minéraux, Imerys est présent dans 47 pays avec plus de 260 implantations et a réalisé 3,4 milliards d'euros de chiffre d'affaires en 2008. A partir de minéraux qu'il extrait et transforme depuis ses réserves de qualité rare, le Groupe développe pour ses clients industriels des solutions qui améliorent leurs produits ou leurs processus de production. Ses produits trouvent de très nombreuses applications dans la vie quotidienne : bâtiment, produits d'hygiène, papiers, peintures, plastiques, céramiques, télécommunications, filtration de liquides alimentaires,...

***

Des informations plus complètes sur Imerys peuvent Ãªtre obtenues sur son site Internet (http://www.imerys.com), rubrique Information Réglementée, notamment dans son Document de Référence déposé auprès de l'Autorité des marchés financiers le 3 avril 2009 sous le numéro D.09-0192 (également disponible sur le site Internet de l'Autorité des marchés financiers, http://www.amf-france.org). Imerys attire l'attention des investisseurs sur le chapitre 4 "facteurs de risques" de son Document de Référence.

Avertissement sur les prévisions et les informations prospectives : Les déclarations présentées dans ce document contiennent des prévisions et des informations prospectives. Les investisseurs sont alertés sur le fait que ces prévisions et informations prospectives sont soumises à de nombreux risques et incertitudes (difficilement prévisibles et généralement en dehors du contrôle d'Imerys), qui peuvent impliquer que les résultats et développements effectivement réalisés diffèrent significativement de ceux qui sont exprimés ou induits.

Résultats consolidés non audités au 30 septembre 2009 Annexes 1. Eléments de chiffre d'affaires consolidé Variation trimestrielle à Périmètre T1 09 T2 09 T3 09 et Changes Comparables 2009 vs 2008 - 23,8 % - 26,0 % - 20,9 % Rappel 2008 vs 2007 T1 08 T2 08 T3 08 T4 08 + 3,2 % + 5,1 % + 5,0 % - 10,5 % Evolution trimestrielle T1 09 T2 09 T3 09 30/09/09 Groupe Imerys - variation courante - 21,3 % - 23,8 % - 20,6 % - 21,9 % Groupe Imerys - variation à PCC - 23,8 % - 26,0 % - 20,9 % - 23,6 % dont : Minéraux pour Céramiques, Réfractaires, Abrasifs & Fonderie - 35,8 % - 40,3 % - 35,1 % - 37,1 % Minéraux de Performance & Filtration - 22,0 % - 21,0 % - 15,0 % - 19,3 % Pigments pour Papier - 20,2 % - 19,1 % - 12,9 % - 17,4 % Matériaux & Monolithiques - 15,9 % -19,1 % - 14,8 % - 16,6 % Répartition du chiffre d'affaires par branche 30/09/09 30/09/08 Minéraux pour Céramiques, Réfractaires, Abrasifs & Fonderie 27 % 33 % Minéraux de Performance & Filtration 18 % 15 % Pigments pour Papier 23 % 22 % Matériaux & Monolithiques 32 % 30 % Total 100 % 100 % Répartition du chiffre d'affaires par 30/09/09 30/09/08 destination géographique Europe de l'Ouest 52 % 53 % - dont France 21 % 20 % Etats-Unis / Canada 20 % 19 % Japon / Australie 5 % 5 % Pays émergents 23 % 23 % Total 100 % 100 %

2. Compte de résultat simplifié

Afin d'améliorer la présentation des états financiers du Groupe en cohérence avec l'évolution des pratiques majoritaires des principaux émetteurs cotés à Paris sur NYSE-Euronext, le Groupe procède en 2009 à deux changements de présentation.

D'une part, les composantes financières de la charge nette d'avantages du personnel à prestations définies (- 5,0 millions d'euros au 30 septembre 2009, - 0,6 million d'euros au 30 septembre 2008 et - 0,8 million d'euros au 31 décembre 2008), antérieurement classées en résultat opérationnel courant sont désormais classées en résultat financier.

D'autre part, la quote-part des résultats nets des entreprises associées (1,4 million d'euros au 30 septembre 2009, 6,2 millions d'euros au 30 septembre 2008 et 10,4 millions d'euros au 31 décembre 2008), antérieurement classée après les impôts sur le résultat est désormais classée dans le résultat opérationnel courant.

Afin d'en donner une vision comparative, les résultats au 30 septembre 2008 ainsi que ceux de l'exercice 2008 ont été retraités en conséquence. Le résultat par action des périodes précédentes a été corrélativement ajusté ; le nombre d'actions pondéré en circulation a également été ajusté du coefficient dilutif de l'augmentation de capital réalisée le 2 juin 2009.

(en millions 30/09/2008 Composante Quote-part 30/09/2008 d'euros) publié financière des retraité avantages résultats au nets des personnel entreprises associées Chiffre d'affaires 2 660,3 2 660,3 Résultat 328,3 0,6 6,2 335,1 opérationnel courant(1) Résultat financier (29,8) (0,6) (30,4) Impôts courants (82,1) (82,1) Quote-part des 6,2 (6,2) résultats nets des entreprises associées Minoritaires (1,9) (1,9) Résultat courant 220,8 220,8 net(2) Autres produits et (25,1) (25,1) charges, nets Résultat net(2) 195,7 0,0 0,0 195,7 (en millions 30/09/2008 Composante Quote-part 30/09/2008 d'euros) publié financière des retraité avantages résultats au nets des personnel entreprises associées Chiffre 3 449,2 3 449,2 d'affaires Résultat opérationnel courant(1) 403,4 0,8 10,4 414,6 Résultat financier (46,3) (0,8) (47,1) Impôts courants (98,0) (98,0) Quote-part des résultats nets des entreprises associées 10,4 (10,4) Minoritaires (2,4) (2,4) Résultat courant net(2) 267,1 267,1 Autres produits et charges, nets (105,8) (105,8) Résultat net(2) 161,3 0,0 0,0 161,3 (en millions d'euros) T3 09 T3 08 Variation 30/9/09 30/9/08 Variation Chiffre d'Affaires 703,7 886,2 - 20,6 % 2 077,7 2 660,3 - 21,9 % Résultat opérationnel courant 69,8 93,7 - 25,5 % 179,8 335,1 - 46,4 % Résultat financier (14,3) (9,8) (59,2) (30,4) Impôts courants (15,1) (21,9) (33,8) (82,1) Minoritaires 0,2 (1,0) 0,4 (1,9) Résultat courant net(2) 40,5 61,0 - 33,6 % 87,1 220,8 - 60,5 % Autres produits et charges (18,6) (9,7) (53,6) (25,1) opérationnels nets Résultat net(2) 21,9 51,3 - 57,3 % 33,5 195,7 - 82,8 % Résultat courant net 0,54 0,90 - 41,0 % 1,23 3,27 - 62,3 % par action(2) EUR EUR EUR EUR (en euros)

(1) Résultat opérationnel avant autres produits et charges opérationnels.

(2) Part du Groupe.

---------------------------------

(1) A périmètre et changes comparables.

(2) Données trimestrielles non auditées.

(3) Acquisitions réalisées en 2008 : Astron China (Chine, février 2008), Svenska Silika Verken AB (Suède, avril 2008), Kings Mountain Minerals, Inc. (Etats-Unis, octobre 2008) et Suzorite Mining, Inc. (Canada, octobre 2008) ; déconsolidation de Xinlong (Chine, janvier 2009) et cessions réalisées en 2009, essentiellement Planchers Fabre (France, mai 2009).

(4) A périmètre et changes comparables.

(5) Passage de certaines activités en Asie et en Amérique du Sud du périmètre Pigments pour Papier au périmètre Minéraux de Performance & Filtration.

(6) Astron China (Chine, février 2008) et cession d'Iberpasta (Portugal, janvier 2009).

(7) Acquisitions de Kings Mountain Minerals, Inc. (Etats-Unis, octobre 2008) et Suzorite Mining, Inc. (Canada, octobre 2008) ; déconsolidation de Xinlong (Chine, janvier 2009).

(8) Source : Ministère de l'Ã‰cologie, de l'Ã‰nergie, du Développement Durable et de la Mer.

(9) Acquisition de Svenska Silika Verken AB (Suède, avril 2008) ; cession de Planchers Fabre (France, mai 2009).

(10) Résultat opérationnel, avant autres produits et charges opérationnels.

(11) Les résultats des 9 premiers mois de 2008 ont été retraités suite aux deux changements de présentation appliqués au 1er janvier 2009 et détaillés en annexe du présent communiqué.

(12) A périmètre et changes comparables.

Relations Analystes/Investisseurs : Contacts Presse : Pascale Arnaud Pascale Arnaud +33(0)1-49-55-63-23 +33(0)1-49-55-63-91/66-55 actionnaires@imerys.com Matthieu Roquet-Montégon +33(0)6-16-92-80-65

Imerys

Relations Analystes/Investisseurs : Pascale Arnaud, +33(0)1-49-55-63-23, actionnaires@imerys.com; Contacts Presse : Pascale Arnaud, +33(0)1-49-55-63-91/66-55; Matthieu Roquet-Montégon, +33(0)6-16-92-80-65

Allied World's Eugene Raitt Elected 2010 Chairman of the Board for the Direct Marketing Association

PEMBROKE, Bermuda, November 4 /PRNewswire/ --

Allied World Assurance Company, Ltd, a member company of Allied World Assurance Company Holdings, Ltd (NYSE: AWH) today announced that Eugene Raitt, Senior Vice President, Accident & Health and Chief Marketing Officer, Asia, has been elected Chairman of the Board for the Direct Marketing Association for 2010. Mr. Raitt served as Board Vice Chairman in 2009.

The Direct Marketing Association (DMA) is a global trade association, with over 3,100 corporate members, of businesses and nonprofit organizations using and supporting multichannel direct marketing tools and techniques. The DMA advocates standards for responsible marketing, promotes relevance as the key to reaching consumers with desirable offers, and provides research, education, and networking opportunities to improve results throughout the end-to-end direct marketing process.

At Allied World, Mr. Raitt works in Hong Kong, introducing accident and health insurance to the market. Direct marketing is his primary distribution strategy, focusing on developing the sponsored market business. Prior to joining Allied World, Mr. Raitt worked at AIG for 16 years launching their direct marketing businesses throughout Asia, beginning in Japan, then Korea, Taiwan, China, Thailand, Hong Kong and India.

About Allied World Assurance Company

Allied World Assurance Company, Ltd. has a branch office in Hong Kong, which is regulated by the Office of Commissioners of Insurance, Hong Kong. Allied World Assurance Company Holdings, Ltd, through its subsidiaries, is a global provider of innovative property, casualty and specialty insurance and reinsurance solutions, offering superior client service through offices in Bermuda, the United States, Europe and Hong Kong. Our insurance and reinsurance subsidiaries are rated A (Excellent) by A.M. Best Company. For further information on Allied World, please visit our website at www.awac.com.

Cautionary Statement Regarding Forward-Looking Statements

Any forward-looking statements made in this press release reflect our current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties, which may cause actual results to differ materially from those set forth in these statements. For example, our forward-looking statements could be affected by the ability to recognize the benefits of the Darwin Professional Underwriters, Inc. acquisition; pricing and policy term trends; increased competition; the impact of acts of terrorism and acts of war; greater frequency or severity of unpredictable catastrophic events; investigations of market practices and related settlement terms; negative rating agency actions; the adequacy of our loss reserves; the company or its subsidiaries becoming subject to significant income taxes in the United States or elsewhere; changes in regulations or tax laws; changes in the availability, cost or quality of reinsurance or retrocessional coverage; adverse general economic conditions including those related to the ongoing financial crisis; and judicial, legislative, political and other governmental developments, as well as management's response to these factors, and other factors identified in our filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We are under no obligation (and expressly disclaim any such obligation) to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise.

Allied World Assurance Company Holdings, Ltd

Media, Faye Cook, VP, Marketing & Communications, +1-441-278-5406, faye.cook@awac.com; or Investors, Keith J. Lennox, Investor Relations Officer, +1-646-794-0750, keith.lennox@awac.com, both of Allied World Assurance Company Holdings, Ltd

Allied World's Eugene Raitt Elected 2010 Chairman of the Board for the Direct Marketing Association

PEMBROKE, Bermuda, Nov. 3 /PRNewswire-FirstCall/ -- Allied World Assurance Company, Ltd, a member company of Allied World Assurance Company Holdings, Ltd today announced that Eugene Raitt, Senior Vice President, Accident & Health and Chief Marketing Officer, Asia, has been elected Chairman of the Board for the Direct Marketing Association for 2010. Mr. Raitt served as Board Vice Chairman in 2009.

About Allied World Assurance Company

Cautionary Statement Regarding Forward-Looking Statements

Allied World Assurance Company Holdings, Ltd

CONTACT: Media, Faye Cook, VP, Marketing & Communications, +1-441-278-
5406, faye.cook@awac.com; or Investors, Keith J. Lennox, Investor Relations
Officer, +1-646-794-0750, keith.lennox@awac.com, both of Allied World
Assurance Company Holdings, Ltd

Web site: http://www.awac.com/

American Capital Announces Q3 2009 Results

BETHESDA, Md., Nov. 3 /PRNewswire-FirstCall/ -- American Capital ("ACAS" or the "Company") announced net operating income ("NOI") for the quarter ended September 30, 2009 of $32 million, or $0.12 per diluted share. Net income (loss) less appreciation and depreciation ("Realized (Loss) Earnings") for the quarter was $(34) million, or $(0.13) per diluted share. For the quarter ended September 30, 2009, the Company reported net income of $77 million, or $0.30 per diluted share.

Q3 2009 HIGHLIGHTS -- $32 million of NOI -- $86 million net unrealized appreciation of portfolio investments -- The first appreciation in the past nine quarters -- $(47) million net realized loss on portfolio investments -- $463 million of realizations -- Significant increase over the past three quarters -- $7.80 net asset value ("NAV") per share -- $10.30 anticipated realizable value per share upon settlement or maturity of investments ("Realizable Value") (See Use of Non-GAAP Financial Information below) -- Paid a dividend of $24 million in cash and 67 million shares of common stock NET OPERATING INCOME

NOI decreased 84% to $0.12 per diluted share for the quarter ended September 30, 2009, compared to $0.74 per diluted share for the prior year quarter. The NOI for the quarter ended September 30, 2009 included an accrual for "make-whole" interest payments of approximately $22 million as a result of acceleration notices on $393 million of the Company's privately placed notes. Shortly after the receipt of these notices, the Company entered into forbearance agreements with the noteholders in which the "make-whole" interest payments were added to the outstanding principal balance.

REALIZED (LOSS) EARNINGS

Realized (Loss) Earnings decreased to $(0.13) per diluted share for the quarter ended September 30, 2009, compared to $0.72 per diluted share for the prior year quarter.

NET INCOME

Net income increased to $0.30 per diluted share for the quarter ended September 30, 2009, compared to a net loss of $(2.63) per diluted share for the prior year quarter.

"American Capital has made significant progress in the past several months," said Malon Wilkus, Chairman and Chief Executive Officer. "As separately announced today, we have reached an agreement in principle that we believe will provide a basis for restructuring our $2.4 billion of unsecured debt. In the third quarter we generated $463 million of realizations within 1% of the June 30 fair values, in a very tough M&A market. And, for the first time in nine quarters, our portfolio experienced modest appreciation and our income stabilized. These are all the elements necessary to begin rebuilding shareholder value."

PORTFOLIO VALUATION

For the quarter ended September 30, 2009, net unrealized appreciation of portfolio investments totaled $86 million. The primary components of the net unrealized appreciation were:

-- $41 million of reversals of prior depreciation associated with net realized losses on portfolio investments; -- The associated realizations were within 1% of the prior quarter's valuation. -- $(6) million of depreciation of American Capital's investment in European Capital Limited, reflecting a significant discount to its NAV due primarily to covenant defaults under European Capital Limited's credit facilities, which could prevent realization of the NAV; -- American Capital's equity investment in European Capital Limited is valued at $0.1 billion versus its NAV of approximately $0.8 billion. -- $14 million of net appreciation of American Capital's private finance portfolio; -- $14 million of appreciation of American Capital's investment in American Capital Agency Corp.; and -- $23 million of net appreciation from structured products.

As of September 30, 2009, NAV per share was $7.80, a decrease from $8.76 per share as of June 30, 2009 and $15.41 per share as of December 31, 2008. The decrease in NAV per share from June 30, 2009 was primarily the result of the distribution of the 67 million shares of common stock on August 7, 2009 for the stock portion of the Q2 2009 dividend. Realizable Value per share was $10.30 as of September 30, 2009, a decrease from $12.83 per share as of June 30, 2009 and $20.63 per share as of December 31, 2008.

"We have long believed that the performance of our portfolio is a proxy for the broader economy," said John Erickson, Chief Financial Officer. "That appeared to be the case in the third quarter with both the quarterly change in GDP turning positive and there being a small net appreciation in our portfolio. Prior to this quarter, we experienced eight quarters of net depreciation in our portfolio, which mirrored the significant downturn in the economy. While it may be too early to declare the recession is over, we believe that if the economy continues its recovery, our portfolio should as well. Additionally, we have seen the mergers and acquisitions market become more active from its depressed levels, which should help the economy recapitalize and recover."

PORTFOLIO LIQUIDITY AND PERFORMANCE

In the third quarter of 2009, $463 million of proceeds were received from realizations of portfolio investments and exits, which were within 1% of the prior quarter's valuations of the investments. There was $7 million in new committed investments in the quarter. The weighted average effective interest rate on the Company's debt investments as of September 30, 2009 was 9.9%, 80 basis points lower than as of December 31, 2008. Unrestricted cash and cash equivalents totaled $445 million as of September 30, 2009 and approximately $500 million as of October 30, 2009.

"We were particularly pleased with the progress we made this quarter in obtaining liquidity in the portfolio at levels that corroborate our prior quarter's balance sheet valuations," said Mr. Gordon O'Brien, President, Specialty Finance and Operations. "At $463 million, this volume is close to the levels of realizations we were experiencing before the fall 2008 market disruptions. This is one of the highest levels of liquidity in the middle market buyout industry. We are also particularly pleased that the two control companies that we exited in the third quarter were at exit multiples that exceeded the entry multiples of total enterprise value to adjusted EBITDA at the time of our initial investment."

As of September 30, 2009, loans with a fair value of $285 million were on non-accrual representing 6.9% of total loans at fair value as of September 30, 2009, compared to $310 million fair value of non-accrual loans representing 7.2% of total loans at fair value as of June 30, 2009.

AMERICAN CAPITAL, LTD. CONSOLIDATED BALANCE SHEETS As of September 30, 2009, December 31, 2008 and September 30, 2008 (in millions) Q3 Q4 Q3 2009 Versus Q4 2008 2009 2008 $ % ---- ---- --- --- (unaudited) Assets Investments at fair value (cost of $9,860, $10,691 and $10,794, respectively) $5,902 $7,427 $(1,525) -21% Cash and cash equivalents 445 209 236 113% Restricted cash and cash equivalents 132 71 61 86% Interest receivable 43 44 (1) -2% Other assets 146 159 (13) -8% --- --- --- --- Total assets $6,668 $7,910 $(1,242) -16% ====== ====== ======= === Liabilities and Shareholders' Equity Debt $4,279 $4,428 $(149) -3% Derivative and option agreements (cost of $0, $(20) and $1, respectively) 118 222 (104) -47% Other liabilities 81 105 (24) -23% -- --- --- --- Total liabilities 4,478 4,755 (277) -6% ----- ----- ---- -- Commitments and contingencies Shareholders' equity: Undesignated preferred stock, $0.01 par value, 5.0 shares authorized, 0 issued and outstanding - - - - Common stock, $0.01 par value, 1,000.0 shares authorized, 292.9, 214.3 and 214.1 issued and 280.6, 204.7 and 207.2 outstanding, respectively 3 2 1 50% Capital in excess of par value 6,827 6,545 282 4% (Distributions in excess of) undistributed net realized earnings (550) 76 (626) NM Net unrealized depreciation of investments (4,090) (3,468) (622) -18% ------ ------ ---- --- Total shareholders' equity 2,190 3,155 (965) -31% ----- ----- ---- --- Total liabilities and shareholders' equity $6,668 $7,910 $(1,242) -16% ====== ====== ======= === Net asset value per common share $7.80 $15.41 $(7.61) -49% ===== ====== ====== === Q3 Q3 2009 Versus Q3 2008 2008 $ % ---- --- --- (unaudited) Assets Investments at fair value (cost of $9,860, $10,691 and $10,794, respectively) $9,097 $(3,195) -35% Cash and cash equivalents 320 125 39% Restricted cash and cash equivalents 109 23 21% Interest receivable 49 (6) -12% Other assets 271 (125) -46% --- ---- --- Total assets $9,846 $(3,178) -32% ====== ======= === Liabilities and Shareholders' Equity Debt $4,542 $(263) -6% Derivative and option agreements (cost of $0, $(20) and $1, respectively) 86 32 37% Other liabilities 157 (76) -48% --- --- --- Total liabilities 4,785 (307) -6% ----- ---- --- Commitments and contingencies Shareholders' equity: Undesignated preferred stock, $0.01 par value, 5.0 shares authorized, 0 issued and outstanding - - - Common stock, $0.01 par value, 1,000.0 shares authorized, 292.9, 214.3 and 214.1 issued and 280.6, 204.7 and 207.2 outstanding, respectively 2 1 50% Capital in excess of par value 6,571 256 4% (Distributions in excess of) undistributed net realized earnings 275 (825) NM Net unrealized depreciation of investments (1,787) (2,303) -129% ------ ------ ---- Total shareholders' equity 5,061 (2,871) -57% ----- ------ ---- Total liabilities and shareholders' equity $9,846 $(3,178) -32% ====== ======= === Net asset value per common share $24.43 $(16.63) -68% ====== ======= === AMERICAN CAPITAL, LTD. CONSOLIDATED STATEMENTS OF OPERATIONS Three and Nine Months Ended September 30, 2009 and 2008 (in millions, except per share data) (unaudited) Three Months Ended Three Months Ended September 30, September 30, 2009 ------------ Versus 2008 ----------- 2009 2008 $ % ---- ---- --- --- OPERATING INCOME: Investing operating income(1) $177 $253 $(76) -30% Asset management and advisory operating income(2) 16 25 (9) -36% -- -- -- --- Total operating income 193 278 (85) -31% --- --- --- --- OPERATING EXPENSES: Interest 85 50 35 70% Salaries, benefits and stock-based compensation 47 52 (5) -10% General and administrative 28 21 7 33% -- -- -- -- Total operating expenses 160 123 37 30% --- --- -- -- OPERATING INCOME BEFORE INCOME TAXES 33 155 (122) -79% -- --- ---- --- (Provision) benefit for income taxes (1) (2) 1 50% -- -- -- -- NET OPERATING INCOME 32 153 (121) -79% -- --- ---- --- Net gain on extinguishment of debt - - - - Net realized (loss) gain on investments Portfolio company investments (47) 73 (120) NM Taxes on net realized gain - (49) 49 100% Foreign currency transactions - (13) 13 100% Derivative and option agreements (19) (14) (5) -36% --- --- -- --- Total net realized (loss) gain on investments (66) (3) (63) -2100% --- -- --- ----- REALIZED (LOSS) EARNINGS (34) 150 (184) NM --- --- ---- -- Net unrealized appreciation (depreciation) of investments Portfolio company investments 86 (599) 685 NM Foreign currency translation 57 (90) 147 NM Derivative and option agreements and other (32) (9) (23) -256% --- -- --- ---- Total net unrealized appreciation (depreciation) of investments 111 (698) 809 NM --- ---- --- -- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ("EARNINGS") $77 $(548) $625 NM === ===== ==== == NET OPERATING INCOME PER COMMON SHARE*: Basic $0.12 $0.74 $(0.62) -84% Diluted $0.12 $0.74 $(0.62) -84% REALIZED (LOSS) EARNINGS PER COMMON SHARE*: Basic $(0.13) $0.72 $(0.85) NM Diluted $(0.13) $0.72 $(0.85) NM EARNINGS (NET LOSS) PER COMMON SHARE*: Basic $0.30 $(2.63) $2.93 NM Diluted $0.30 $(2.63) $2.93 NM WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING: Basic 256.5 208.1 48.4 23% Diluted 257.3 208.1 49.2 24% DIVIDENDS DECLARED PER COMMON SHARE $- $1.05 $(1.05) -100% Nine Months Ended Nine Months Ended September 30, September 30, 2009 ------------ Versus 2008 ----------- 2009 2008 $ % ---- ---- --- --- OPERATING INCOME: Investing operating income(1) $484 $739 $(255) -35% Asset management and advisory operating income(2) 44 94 (50) -53% -- -- --- --- Total operating income 528 833 (305) -37% --- --- ---- --- OPERATING EXPENSES: Interest 197 161 36 22% Salaries, benefits and stock-based compensation 147 165 (18) -11% General and administrative 78 64 14 22% -- -- -- -- Total operating expenses 422 390 32 8% --- --- -- -- OPERATING INCOME BEFORE INCOME TAXES 106 443 (337) -76% --- --- ---- --- (Provision) benefit for income taxes 10 6 4 67% -- -- -- -- NET OPERATING INCOME 116 449 (333) -74% --- --- ---- --- Net gain on extinguishment of debt 12 - 12 100% -- -- -- --- Net realized (loss) gain on investments Portfolio company investments (434) 164 (598) NM Taxes on net realized gain - (53) 53 100% Foreign currency transactions (2) (7) 5 71% Derivative and option agreements (87) (25) (62) -248% --- --- --- ---- Total net realized (loss) gain on investments (523) 79 (602) NM ---- -- ---- -- REALIZED (LOSS) EARNINGS (395) 528 (923) NM ---- --- ---- -- Net unrealized appreciation (depreciation) of investments Portfolio company investments (750) (1,932) 1,182 61% Foreign currency translation 54 (17) 71 NM Derivative and option agreements and other 74 (10) 84 NM -- --- -- -- Total net unrealized Appreciation (depreciation) of investments (622) (1,959) 1,337 68% ---- ------ ----- -- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ("EARNINGS") $(1,017) $(1,431) $414 29% ======= ======= ==== == NET OPERATING INCOME PER COMMON SHARE*: Basic $0.51 $2.22 $(1.71) -77% Diluted $0.51 $2.22 $(1.71) -77% REALIZED (LOSS) EARNINGS PER COMMON SHARE*: Basic $(1.74) $2.61 $(4.35) NM Diluted $(1.74) $2.61 $(4.35) NM EARNINGS (NET LOSS) PER COMMON SHARE*: Basic $(4.48) $(7.06) $2.58 37% Diluted $(4.48) $(7.06) $2.58 37% WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING: Basic 226.9 202.6 24.3 12% Diluted 226.9 202.6 24.3 12% DIVIDENDS DECLARED PER COMMON SHARE $1.07 $3.09 $(2.02) -65% NM = Not meaningful. * May not recalculate due to rounding. (1) The investing operating income consists of interest, dividends, prepayment fees and other investment fee income. (2) The asset management and advisory operating income consists primarily of asset management fees and reimbursements, dividends from portfolio company fund managers, transaction structuring fees, equity and loan financing fees, portfolio company management and administrative fees and other fee income. AMERICAN CAPITAL, LTD. OTHER FINANCIAL INFORMATION Three Months Ended September 30, 2009, June 30, 2009 and September 30, 2008 (in millions, except per share data) (unaudited) Q3 2009 Versus Q2 2009 ---------------------- Q3 2009 Q2 2009 $ % ------- ------- --- --- Assets Under Management: American Capital Assets at Fair Value(1) $6,668 $6,628 $40 1% Externally Managed Assets at Fair Value(2) 4,843 4,070 773 19% ----- ----- --- -- Total $11,511 $10,698 $813 8% ======= ======= ==== == Capital Resources Under Management: American Capital Assets at Fair Value plus Available Capital Resources(1) $6,668 $6,628 $40 1% Externally Managed Assets at Fair Value plus Available Capital Resources(2) 5,064 4,294 770 18% ----- ----- --- -- Total $11,732 $10,922 $810 7% ======= ======= ==== == New Investments: Senior Debt $- $2 $(2) -100% Subordinated Debt 5 8 (3) -38% Preferred Equity 1 3 (2) -67% Common Equity 1 26 (25) -96% Structured Products - - - - -- -- -- -- Total $7 $39 $(32) -82% == === ==== === Financing for Private Equity Buyouts $- $- $- - Direct Investments - - - - Structured Products - - - - Add-on Financing for Working Capital in Distressed Situations 3 36 (33) -92% Add-on Financing for Growth and Working Capital - 2 (2) -100% Add-on Financing for Acquisitions 1 - 1 100% Add-on Financing for Recapitalizations 3 1 2 200% -- -- -- --- Total $7 $39 $(32) -82% == === ==== === Realizations: Principal Prepayments $151 $35 $116 331% Loan Syndications and Sales 78 21 57 271% Scheduled Principal Amortization 9 15 (6) -40% Payment of Accrued Payment-in-kind Interest and Dividends and Original Issue Discount 27 1 26 2600% Sale of Equity Investments 198 53 145 274% --- -- --- --- Total $463 $125 $338 270% ==== ==== ==== === Appreciation, Depreciation, Gain and Loss: Gross Realized Gain $76 $35 $41 117% Gross Realized Loss (123) (343) 220 64% ---- ---- --- -- Portfolio Net Realized (Loss) Gain (47) (308) 261 85% Taxes on Realized Net Gain - - - - Foreign Currency - - - - Derivative Agreements (19) (18) (1) -6% --- --- -- -- Net Realized Loss (66) (326) 260 80% --- ---- --- -- Gross Unrealized Appreciation of Private Finance Portfolio Investments 154 187 (33) -18% Gross Unrealized Depreciation of Private Finance Portfolio Investments (140) (476) 336 71% ---- ---- --- -- Net Unrealized Appreciation (Depreciation) of Private Finance Portfolio Investments 14 (289) 303 NM Net Unrealized (Depreciation) of European Capital Limited (6) (409) 403 99% Net Unrealized Appreciation of American Capital Agency Corp. 14 31 (17) -55% Net Unrealized Appreciation (Depreciation) of American Capital, LLC - 4 (4) -100% Net Unrealized Appreciation (Depreciation) of Structured Products 23 37 (14) -38% Reversal of Prior Period Net Unrealized Depreciation (Appreciation) Upon Realization 41 315 (274) -87% -- --- ---- --- Net Unrealized Appreciation (Depreciation) of Portfolio Investments 86 (311) 397 NM Foreign Currency Translation 57 66 (9) -14% Derivative Agreements and Other (32) 4 (36) NM --- -- --- -- Net Unrealized Appreciation (Depreciation) of Investments 111 (241) 352 NM --- ---- --- -- Net Gains, Losses, Appreciation and Depreciation $45 $(567) $612 NM === ===== ==== == Other Financial Data: NAV per Share $7.80 $8.76 $(0.96) -11% NAV per Share Based on Realizable Value(3) $10.30 $12.83 $(2.53) -20% Financial Liabilities at Cost $4,279 $4,321 $(42) -1% Financial Liabilities at Fair Value $3,648 $3,189 $459 14% Market Capitalization $906 $692 $214 31% Total Enterprise Value $4,741 $4,830 $(89) -2% Credit Quality: Weighted Average Effective Interest Rate on Debt Investments at Period End 9.9% 9.7% 0.2% 2% Loans on Non-Accrual at Face $912 $1,025 $(113) -11% Loans on Non-Accrual at Fair Value $285 $310 $(25) -8% Past Due Loans at Face $212 $45 $167 371% Past Due and Non-Accrual Loans at Face as a Percentage of Total Loans 21.5% 19.4% Non-Accrual Loans at Fair Value as a Percentage of Total Loans 6.9% 7.2% Number of Portfolio Companies on Non-Accrual and Past Due 41 40 Debt to Equity Conversions at Cost $6 $355 $(349) -98% Return on Equity: LTM Net Operating Income Return on Average Equity at Cost 2.5% 4.3% LTM Realized (Loss) Earnings Return on Average Equity at Cost -6.1% -3.3% LTM Loss on Average Equity -90.3% -90.6% Current Quarter Net Operating Income Return on Average Equity at Cost Annualized 2.1% 1.3% Current Quarter Realized (Loss) Earnings Return on Average Equity at Cost Annualized -2.2% -19.3% Current Quarter Earnings Return (Loss) on Average Equity Annualized 15.0% -96.2% Q3 2009 Versus Q3 2008 ---------------------- Q3 2008 $ % ------- --- --- Assets Under Management: American Capital Assets at Fair Value(1) $9,846 $(3,178) -32% Externally Managed Assets at Fair Value(2) 6,126 (1,283) -21% ----- ------ --- Total $15,972 $(4,461) -28% ======= ======= === Capital Resources Under Management: American Capital Assets at Fair Value plus Available Capital Resources(1) $10,366 $(3,698) -36% Externally Managed Assets at Fair Value plus Available Capital Resources(2) 6,606 (1,542) -23% ----- ------ --- Total $16,972 $(5,240) -31% ======= ======= === New Investments: Senior Debt $99 $(99) -100% Subordinated Debt 317 (312) -98% Preferred Equity 3 (2) -67% Common Equity 22 (21) -95% Structured Products 2 (2) -100% -- -- ---- Total $443 $(436) -98% ==== ===== === Financing for Private Equity Buyouts $348 $(348) -100% Direct Investments 20 (20) -100% Structured Products 3 (3) -100% Add-on Financing for Working Capital in Distressed Situations 40 (37) -93% Add-on Financing for Growth and Working Capital 2 (2) -100% Add-on Financing for Acquisitions 30 (29) -97% Add-on Financing for Recapitalizations - 3 100% -- -- --- Total $443 $(436) -98% ==== ===== === Realizations: Principal Prepayments $153 $(2) -1% Loan Syndications and Sales 48 30 63% Scheduled Principal Amortization 24 (15) -63% Payment of Accrued Payment-in-kind Interest and Dividends and Original Issue Discount 24 3 13% Sale of Equity Investments 271 (73) -27% --- --- --- Total $520 $(57) -11% ==== ==== === Appreciation, Depreciation, Gain and Loss: Gross Realized Gain $133 $(57) -43% Gross Realized Loss (60) (63) -105% --- --- ---- Portfolio Net Realized (Loss) Gain 73 (120) -164% Taxes on Realized Net Gain (49) 49 100% Foreign Currency (13) 13 100% Derivative Agreements (14) (5) -36% --- -- --- Net Realized Loss (3) (63) -2100% --- --- ----- Gross Unrealized Appreciation of Private Finance Portfolio Investments 184 (30) -16% Gross Unrealized Depreciation of Private Finance Portfolio Investments (367) 227 62% ---- --- -- Net Unrealized Appreciation (Depreciation) of Private Finance Portfolio Investments (183) 197 NM Net Unrealized (Depreciation) of European Capital Limited (264) 258 98% Net Unrealized Appreciation of American Capital Agency Corp. 2 12 600% Net Unrealized Appreciation (Depreciation) of American Capital, LLC (2) 2 100% Net Unrealized Appreciation (Depreciation) of Structured Products (85) 108 NM Reversal of Prior Period Net Unrealized Depreciation (Appreciation) Upon Realization (67) 108 NM --- --- -- Net Unrealized Appreciation (Depreciation) of Portfolio Investments (599) 685 NM Foreign Currency Translation (90) 147 NM Derivative Agreements and Other (9) (23) -256% -- --- ---- Net Unrealized Appreciation (Depreciation) of Investments (698) 809 NM ---- --- -- Net Gains, Losses, Appreciation and Depreciation $(701) $746 NM ===== ==== == Other Financial Data: NAV per Share $24.43 $(16.63) -68% NAV per Share Based on Realizable Value(3) $27.95 $(17.65) -63% Financial Liabilities at Cost $4,542 $(263) -6% Financial Liabilities at Fair Value $4,095 $(447) -11% Market Capitalization $5,285 $(4,379) -83% Total Enterprise Value $9,507 $(4,766) -50% Credit Quality: Weighted Average Effective Interest Rate on Debt Investments at Period End 11.2% -1.3% -12% Loans on Non-Accrual at Face $602 $310 51% Loans on Non-Accrual at Fair Value $135 $150 111% Past Due Loans at Face $80 $132 165% Past Due and Non-Accrual Loans at Face as a Percentage of Total Loans 10.7% Non-Accrual Loans at Fair Value as a Percentage of Total Loans 2.4% Number of Portfolio Companies on Non-Accrual and Past Due 27 Debt to Equity Conversions at Cost $- $6 100% Return on Equity: LTM Net Operating Income Return on Average Equity at Cost 9.6% LTM Realized (Loss) Earnings Return on Average Equity at Cost 11.6% LTM Loss on Average Equity -28.5% Current Quarter Net Operating Income Return on Average Equity at Cost Annualized 9.1% Current Quarter Realized (Loss) Earnings Return on Average Equity at Cost Annualized 8.9% Current Quarter Earnings Return (Loss) on Average Equity Annualized -41.1% NM = Not meaningful (1) Includes American Capital's investment in its externally managed funds. (2) Includes European Capital Limited(for Q3 2008), American Capital Equity I, American Capital Equity II, ACAS CLO-1 and ACAS CRE CDO 2007-1. (3) Realizable Value is a non-GAAP financial measure which does not represent current fair value or net present value. Realizable Value is the future value that we anticipate realizing on the settlement or maturity of our investments. Refer to the table on the following page for additional information and discussion regarding the use of non- GAAP financial information. AMERICAN CAPITAL, LTD. OTHER FINANCIAL INFORMATION As of September 30, 2009 (in millions) (unaudited) The following table summarizes the current GAAP cost basis and fair value of our investments as of September 30, 2009 compared to the realizable value, which is the amount that we currently anticipate realizing on settlement or maturity of these investments: Difference Between Realizable Value GAAP GAAP and GAAP Cost Fair Realizable Fair Asset Class Basis Value Value Value ----------- ----- ----- ---------- --------- Private finance $7,486 $5,427 $5,762 $335 European Capital Limited 1,277 155 155 - American Capital Agency Corp. 50 71 71 - Structured products 952 196 592 396 American Capital, LLC 95 45 45 - Derivatives, net and other - (120) (150) (30) -- ---- ---- --- Total $9,860 $5,774 $6,475 $701 ====== ====== ====== ==== USE OF NON-GAAP FINANCIAL INFORMATION

In addition to the results presented in accordance with generally accepted accounting principles ("GAAP"), this press release includes Realizable Value, a non-GAAP financial measure which management uses in its internal analysis of results, and believes may be informative to investors gauging the quality of the Company's assets and financial performance from a long-term perspective, identifying trends in its results and providing meaningful period-to-period comparisons. Realizable Value is defined as the future value that American Capital currently anticipates realizing on the settlement or maturity of its investments as of the reporting date. It does not represent current fair value or net present value and is based on assumptions of future cash flows as of the reporting date. Accordingly, changes to expectations of future cash flows as a result of events subsequent to the reporting date are not adjusted in the realizable value as of the reporting date. American Capital believes that this non-GAAP financial measure provides information useful to investors because the Company generally intends to hold its assets to settlement or maturity, and there may be material differences between the GAAP fair values of its investments and the amounts the Company expects to realize on settlement or maturity as of the reporting date. American Capital believes that providing investors with Realizable Value in addition to the related GAAP fair value gives investors greater transparency to the information used by management in its financial operational decision-making. Although American Capital believes that this non-GAAP financial measure enhances investors' understanding of its business and performance, Realizable Value should not be considered as an alternative to GAAP basis financial measures. A reconciliation of non-GAAP Realizable Value to GAAP fair value is set forth above.

Portfolio Statistics (1) ($in millions, unaudited) Pre-2000 2000 2001 2002 2003 2004 -------- ---- ---- ---- ---- ---- IRR - Realizable Value - All Investments(2) 7.5% 8.0% 18.2% 7.6% 21.2% 13.7% IRR - GAAP Fair Value - All Investments(3) 7.5% 8.0% 18.2% 7.4% 21.2% 13.3% IRR - GAAP Fair Value - Equity Investments Only(3)(4)(5) 2.8% 12.1% 46.9% 11.3% 29.6% 27.2% IRR - Exited Investments(6) 8.8% 8.0% 20.3% 9.0% 23.5% 21.0% Original Investments and Commitments $780 $285 $376 $961 $1,432 $2,266 Total Exits and Prepayments of Original Investments $713 $285 $351 $757 $1,083 $1,679 Total Interest, Dividends and Fees Collected $303 $105 $148 $319 $385 $581 Total Net Realized (Loss) Gain on Investments $(89) $(39) $(4) $(91) $142 $148 Current Cost of Investments $76 $- $23 $196 $321 $589 Current Fair Value of Investments $7 $- $4 $123 $403 $361 Current Fair Value of Investments as a % of Total Investments at Fair Value 0.1% - 0.1% 2.1% 6.8% 6.1% Net Unrealized Appreciation/ (Depreciation) $(69) $- $(19) $(73) $82 $(228) Non-Accruing Loans at Face $17 $- $15 $33 $- $151 Non-Accruing Loans at Fair Value $6 $- $4 $17 $- $13 Equity Interest at Fair Value(4) $- $- $- $- $180 $63 Debt to EBITDA(7)(8)(9) 12.1 - NM 9.3 4.3 6.8 Interest Coverage(7)(9) 1.1 - NM 1.3 2.4 1.9 Debt Service Coverage(7)(9) 1.0 - NM 1.1 2.3 1.5 Average Age of Companies(9) 44 yrs - 40 yrs 46 yrs 40 yrs 43 yrs Diluted Ownership Percentage(4) 60% - 64% 35% 52% 46% Average Sales(9)(10) $38 $- $7 $47 $190 $106 Average EBITDA(9)(11) $2 $- $- $8 $38 $23 Average EBITDA Margin 5.3% - - 17.0% 20.0% 21.7% Total Sales(9)(10) $120 $- $247 $185 $1,305 $1,308 Total EBITDA(9)(11) $11 $- $3 $16 $170 $234 % of Senior Loans(9)(12) 64% - 9% 63% 61% 44% % of Loans with Lien(9)(12) 100% - 100% 100% 100% 92% Portfolio Statistics (1) ($in millions, unaudited) 2005 2006 2007 2008 2009 IRR - Realizable Value ---- ---- ---- ---- ---- - All Investments(2) -0.5% 8.5 % -2.1% 6.0% - IRR - GAAP Fair Value - All Investments(3) -1.4% 6.8% -13.2% -10.2% - IRR - GAAP Fair Value - Equity Investments Only(3)(4)(5) -15.9% 14.3% -18.9% -18.9% - IRR - Exited Investments(6) 24.2% 13.5% -10.3% -74.9% - Original Investments and Commitments $4,559 $5,163 $7,324 $1,014 $- Total Exits and Prepayments of Original Investments $2,049 $3,065 $2,368 $55 $- Total Interest, Dividends and Fees Collected $916 $876 $800 $152 $- Total Net Realized (Loss) Gain on Investments $314 $24 $(259) $(35) $- Current Cost of Investments $2,257 $1,736 $3,863 $799 $- Current Fair Value of Investments $921 $1,278 $2,228 $568 $- Current Fair Value of Investments as a % of Total Investments at Fair Value 15.6% 21.7% 37.8% 9.7% - Net Unrealized Appreciation/ (Depreciation) $(1,336) $(458) $(1,635) $(231) $- Non-Accruing Loans at Face $48 $302 $323 $23 $- Non-Accruing Loans at Fair Value $21 $103 $121 $- $- Equity Interest at Fair Value(4) $331 $409 $486 $112 $- Debt to EBITDA(7)(8)(9) 5.1 5.4 7.1 7.0 - Interest Coverage(7)(9) 2.3 2.5 1.8 1.3 - Debt Service Coverage(7)(9) 1.5 2.1 1.5 1.2 - Average Age of Companies(9) 31 yrs 29 yrs 30 yrs 25 yrs - Diluted Ownership Percentage(4) 41% 35% 46% 31% - Average Sales(9)(10) $118 $142 $197 $104 $- Average EBITDA(9)(11) $22 $37 $35 $28 $- Average EBITDA Margin 18.6% 26.1% 17.8% 26.9% - Total Sales(9)(10) $2,455 $5,611 $8,582 $1,112 $- Total EBITDA(9)(11) $339 $893 $1,601 $242 $- % of Senior Loans(9)(12) 48% 41% 60% 28% - % of Loans with Lien(9)(12) 91% 96% 94% 60% - Portfolio Statistics (1) ($in millions, unaudited) Pre-2000 - 2009 2004 - 2009 Aggregate Aggregate --------------- ----------- IRR - Realizable Value - All Investments(2) 5.8 % 3.2% IRR - GAAP Fair Value - All Investments(3) 3.1% -0.9% IRR - GAAP Fair Value - Equity Investments Only(3)(4)(5) 0.7% -4.4% IRR - Exited Investments(6) 14.6% 16.7% Original Investments and Commitments $24,160 $20,326 Total Exits and Prepayments of Original Investments $12,405 $9,216 Total Interest, Dividends and Fees Collected $4,585 $3,325 Total Net Realized (Loss) Gain on Investments $111 $192 Current Cost of Investments $9,860 $9,244 Current Fair Value of Investments $5,893 $5,356 Current Fair Value of Investments as a % of Total Investments at Fair Value 100.0% 90.9% Net Unrealized Appreciation/ (Depreciation) $(3,967) $(3,888) Non-Accruing Loans at Face $912 $847 Non-Accruing Loans at Fair Value $285 $258 Equity Interest at Fair Value(4) $1,581 $1,401 Debt to EBITDA(7)(8)(9) 6.3 6.3 Interest Coverage(7)(9) 2.0 2.0 Debt Service Coverage(7)(9) 1.7 1.6 Average Age of Companies(9) 31 yrs 30 yrs Diluted Ownership Percentage(4) 42% 41% Average Sales(9)(10) $156 $156 Average EBITDA(9)(11) $32 $32 Average EBITDA Margin 20.5% 20.5% Total Sales(9)(10) $20,925 $19,068 Total EBITDA(9)(11) $3,509 $3,309 % of Senior Loans(9)(12) 50% 47% % of Loans with Lien(9)(12) 91% 90% 1. Static pool classification is based on the year the initial investment was made. Subsequent add-on investments are included in the static pool year of the original investment. Investments in interest rate derivative agreements are excluded. 2. Assumes investments are exited at realizable value based on anticipated proceeds to be received upon settlement or maturity. For structured product investments, it assumes the anticipated proceeds are received on the scheduled future date. 3. Assumes investments are exited at current GAAP fair value. 4. Excludes investments in structured products. 5. Excludes equity investments that are the result of conversions of debt and warrants received with the issuance of debt. 6. Includes exited securities of existing portfolio companies. 7. These amounts do not include investments in which we own only equity. 8. For portfolio companies with a nominal EBITDA amount, the portfolio company's maximum debt leverage is limited to 15 times EBITDA. 9. Excludes investments in structured products, managed funds and American Capital, LLC. 10. Sales of the most recent twelve months, or when appropriate, the forecasted twelve months. 11. EBITDA of the most recent twelve months, or when appropriate, the forecasted twelve months. 12. As a percentage of our total debt investments. SHAREHOLDER CALL

American Capital invites shareholders, prospective shareholders and analysts to attend the shareholder call on November 4, 2009 at 11:00 am ET. The shareholder call can be accessed through a free live webcast at http://www.americancapital.com/ or by dialing (800) 230-1059 (U.S. domestic) or +1 (612) 332-0107 (international). Please advise the operator you are dialing in for the American Capital shareholder call. If you do not plan on asking a question on the call and have access to the internet, please take advantage of the webcast.

A slide presentation will accompany the shareholder call and will be available at http://www.americancapital.com/ in advance of the shareholder call. Select the Q3 2009 Earnings Presentation link to download and print the presentation in advance of the shareholder call.

An archived audio replay of the shareholder call combined with the slide presentation will be made available on our website after the call. In addition, there will be a phone recording available from 3:00 pm ET November 4, 2009 until 11:59 pm ET November 18, 2009. If you are interested in hearing the recording of the presentation, please dial (800) 475-6701 (U.S. domestic) or +1 (320) 365-3844 (international). The access code for both domestic and international callers is 118517.

ABOUT AMERICAN CAPITAL

American Capital is a publicly traded private equity firm and global asset manager. American Capital, both directly and through its asset management business, originates, underwrites and manages investments in middle market private equity, leveraged finance, real estate and structured products. Founded in 1986, American Capital has $12 billion in capital resources under management and nine offices in the U.S., Europe and Asia. For further information, please refer to http://www.americancapital.com/.

ADDITIONAL INFORMATION

Persons considering an investment in American Capital should consider the investment objectives, risks and charges and expenses of the Company carefully before investing. Such information and other information about the Company is available in the Company's annual report on Form 10-K, quarterly reports on Form 10-Q and in the prospectuses the Company issues from time to time in connection with its offering of securities. Such materials are filed with the Securities and Exchange Commission ("SEC") and copies are available on the SEC's website, http://www.sec.gov/. Prospective investors should read such materials carefully before investing. Performance data quoted above represents past performance of American Capital. Past performance does not guarantee future results and the investment return and principal value of an investment in American Capital will likely fluctuate. Consequently, an investor's shares, when sold, may be worth more or less than their original cost. Additionally, American Capital's current performance may be lower or higher than the performance data quoted above.

This press release contains forward-looking statements. Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of the Company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation, the uncertainties associated with the timing of transaction closings, changes in interest rates, availability of transactions, changes in regional, national or international economic conditions or changes in the conditions of the industries in which American Capital has made investments. Certain factors that could cause actual results to differ materially from those contained in the forward-looking statements are included in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and the Company's subsequent periodic filings. Copies are available on the SEC's website at http://www.sec.gov/. Forward-looking statements are made as of the date of this press release, and are subject to change without notice. We disclaim any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise.

CONTACT: Investors - (301) 951-5917 Media - (301) 968-9400

American Capital Ltd.

CONTACT: Investors, +1-301-951-5917, or Media, +1-301-968-9400, both of
American Capital

Web Site: http://www.americancapital.com/

American Capital Announces Agreement in Principle with Bank Group

BETHESDA, Md., Nov. 3 /PRNewswire-FirstCall/ -- American Capital Ltd. announced today that it has reached an agreement in principle with a steering committee of lenders to restructure its revolving line of credit facility. The Company will be presenting the terms of the proposed restructuring to all of the lenders in its revolving line of credit facility and to the holders of its privately placed term notes and publicly issued bonds for approval. The terms of the agreement in principle are nonbinding and subject to further negotiations, various conditions and final agreements. The Company hopes to complete the restructuring by year end.

"We are pleased to reach this step and believe that the terms provide a basis for a complete restructuring of our $2.4 billion of unsecured debt," said Malon Wilkus, American Capital Chairman and Chief Executive Officer. "Representatives of the holders of the privately placed term notes and publicly issued bonds participated with the bank steering committee and its advisors in certain negotiations with respect to the material terms of the agreement in principle. While the process is not yet complete, we are optimistic that it will soon conclude favorably and we can turn our focus to rebuilding shareholder value."

In addition to the revolving line of credit facility, American Capital's principal unsecured credit facilities include $550 million of publicly issued bonds and $390 million in original principal amount of privately placed term notes. Earlier this year, American Capital breached certain financial covenants under each of the facilities, causing events of default.

Material terms of the agreement in principle, assuming a restructuring of $2.4 billion of unsecured debt, include:

-- Maturity at December 31, 2013 -- Pledge of substantially all the Company's assets as collateral -- $450 million principal payment due at closing -- Current cash on hand is in excess of this amount -- Annual minimum principal amortization: -- $250 million in 2010 -- $300 million in 2011 -- $350 million in 2012 -- $300 million in 2013, prior to maturity -- $750 million balance due at maturity -- Interest rate to decline as principal is repaid Outstanding Obligations Pricing (Thousands) ----------------------- ------- >= $1,700,000 Libor + 9.50% $1,400,000 >= $1,700,000 Libor + 8.50% $1,000,000 >= $1,400,000 Libor + 6.50% < $1,000,000 Libor + 5.50% -- 2% Libor floor -- Fees based on outstanding balance -- 2% at closing -- 1% at December 31, 2011 and 2012 -- Up to 1% annual fee due if specified higher than minimum amortization levels are not met -- Limit cash dividends to no more than minimum legally required

The Company is filing a term sheet reflecting the agreement in principle with the Securities and Exchange Commission as part of a Current Report on Form 8-K.

ABOUT AMERICAN CAPITAL

ADDITIONAL INFORMATION

CONTACT: Tom McHale, Senior Vice President, Finance - (301) 951-6122 Media - (301) 968-9400

American Capital Ltd.

CONTACT: Tom McHale, Senior Vice President, Finance, of American Capital
Ltd., +1-301-951-6122, or Media, +1-301-968-9400

Web Site: http://www.americancapital.com/

GOL Implements Organizational Restructuring to Increase Efficiency and Promote Greater Integration

SAO PAULO, Nov. 3 /PRNewswire-FirstCall/ -- GOL Linhas Aereas Inteligentes S.A. (Bovespa: GOLL4 and NYSE: GOL), the largest low-cost and low-fare airline in Latin America, announces an organizational restructuring designed to streamline business management and reduce the number of Vice-Presidents. The initiative is a response to the Company's rapid growth in recent years and is aligned with its strategic objectives. All the decisions were taken in accordance with the strictest standards of governance and with the participation of the Board of Directors throughout.

Under the new organizational architecture, the Company's Chief Financial Officer, Leonardo Pereira, who is in charge of Finance, Controls and Investor Relations, will also be head of the Technology, Business Development and Strategic Planning departments. His new area will be entitled Finance, Strategy and Information Technology.

The Marketing and Services Vice-Presidency will be renamed Market and will comprise the Cargo, Commercial, Corporate Communications, Marketing, Yield Management and Alliance departments. Until this process is complete, the department heads under the new Vice-Presidency will report directly to the CEO.

The position of Vice-President - Information Technology and Planning will cease to exist due to the redistribution of its areas.

Additionally, Ricardo Khauaja, who is currently head of Management & Personnel, will be named Vice-President - Customers, Employees and Management, a position that will include People (Human Resources) & Management, as well as the Customer Service, Airport and Commercial Crew areas.

The Technical area, led by Captain Fernando Rockert de Magalhaes, remains unchanged.

Due to the extinction or change in profile of certain areas, the current Vice-Presidents Wilson Maciel Ramos (IT & Planning) and Tarcisio Gargioni (Marketing and Services) will be leaving the Company, as are Marco Antonio Piller, head of Airports, and Francisco Eustaquio Mendes, head of Maintenance, who were succeeded by Alberto Correnti and Sydnei Casarini, respectively. Ramos, Gargioni, Piller and Eustaquio are all highly competent professional who have made an invaluable contribution to the carrier's growth, for which they deserve the Company's recognition and gratitude.

There will be no changes to the structure or heads of other areas, except that those that have been reallocated will be reporting to a different Vice-President.

About GOL Linhas Aereas Inteligentes S.A.

GOL Linhas Aereas Inteligentes S.A. , the largest low-cost and low-fare airline in Latin America, offers around 800 daily flights to 49 destinations that connect all the important cities in Brazil and ten major destinations in South America and Caribbean. The Company operates a young, modern fleet of Boeing 737 Next Generation aircraft, the safest and most comfortable of its class, with high aircraft utilization and efficiency levels. Fully committed to seeking innovative solutions through the use of cutting-edge technology, the Company - via its GOL, VARIG, GOLLOG, SMILES and VOE FACIL brands - offers its clients easy payment facilities, a wide range of complementary services and the best cost-benefit ratio in the market.

This release contains forward-looking statements relating to the prospects of the business, estimates for operating and financial results, and those related to growth prospects of GOL. These are merely projections and, as such, are based exclusively on the expectations of GOL's management concerning the future of the business and its continued access to capital to fund the Company's business plan. Such forward-looking statements depend, substantially, on changes in market conditions, government regulations, competitive pressures, the performance of the Brazilian economy and the industry, among other factors and risks disclosed in GOL's filed disclosure documents and are, therefore, subject to change without prior notice.

GOL Linhas Aereas Inteligentes S.A.

CONTACT: Investor Relations, Leonardo Pereira - CFO and IRO, Rodrigo
Alves - Head of IR, (55 11) 2128-4700, ri@golnaweb.com.br, Website:
http://www.voegol.com.br/ir, Twitter : http://www.twitter.com/GOLInvest; Corporate
Communications, (55 11) 2128-4413, comcorp@golnaweb.com.br, Twitter :
http://www.twitter.com/GOLcomunicacao; or Media Relations, Edelman (U.S and Europe):
M. Smith, +1-212-704-8196, meaghan.smith@edelman.com, or N. Dean,
+1-212-704-4484, or noelle.dean@edelman.com

Sterling Chemicals Announces Third Quarter 2009 Conference Call

HOUSTON, Nov. 3 /PRNewswire-FirstCall/ -- Sterling Chemicals, Inc. (OTC Bulletin Board: SCHI) today announced a conference call with investors, analysts and other interested parties scheduled for Thursday, November 12, 2009 at 10:00 am CST to discuss the Third Quarter 2009 financial and operating results. Individuals interested in hearing the call may dial 1-800-434-1335 (enter participant code 631659#) or listen via webcast by logging on to Sterling's website at http://www.sterlingchemicals.com/ and selecting "Analyst Calls". A replay of the call will be available on Sterling's website approximately two hours after the live broadcast ends. Financial and statistical data to be discussed on the call will be posted to our website prior to the call.

Sterling Chemicals, Inc. is a leading North American producer of selected petrochemicals used to manufacture a wide array of consumer goods and industrial products throughout the world. Its primary products are acetic acid and plasticizers.

The information in this news release relating to matters that are not historical facts constitutes forward-looking information covered by the safe harbor created by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The forward-looking information is based upon current information and expectations regarding Sterling and its subsidiary. The estimates, forecasts and statements contained in or implied by the forward-looking information speak only as of the date on which they are made, are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to evaluate and predict. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecasted by or in the forward-looking information. Important factors that could cause actual results to differ materially from what is expressed, implied or forecasted by or in the forward-looking information include the timing and extent of changes in commodity prices and global economic conditions, industry production capacity and operating rates, the supply-demand balance for Sterling's products, competitive products and pricing pressures, increases in raw material costs, federal and state regulatory developments, Sterling's high financial leverage, the availability of skilled personnel and operating hazards attendant to the industry, as well as the other risk factors discussed in Sterling's filings with the Securities and Exchange Commission, including Sterling's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Sterling assumes no obligation to update the information contained in this press release.

Sterling Chemicals, Inc.

CONTACT: Carla Stucky of Sterling Chemicals, Inc., +1-713-654-9549

Web Site: http://www.sterlingchemicals.com/

OfficeMax Contributes Shares of OfficeMax Common Stock to Its Qualified Pension PlansVoluntary excess contribution reduces underfunded balance and maintains financial flexibility Company expects contribution to be accretive to earnings in 2010

NAPERVILLE, Ill., Nov. 3 /PRNewswire-FirstCall/ -- OfficeMax Incorporated , a leader in office products and services, today announced that it has completed the voluntary excess contribution of 8,331,722 shares of OfficeMax common stock to its frozen qualified pension plans. The company's intent to make the voluntary contribution was first announced on October 29, 2009.

The net effect of the contribution on earnings per share, including the impact of increased shares outstanding, is expected to be minimal in 2009 and accretive in 2010. Based on actuarial assumptions, this excess 2009 contribution is expected to reduce required pension contributions over the next five years by approximately $100 million.

As of December 27, 2008, the pension plans were underfunded by $435 million. According to a current estimate of plan assets including the impact of the voluntary contribution of stock and projected discounted obligations, the underfunding has decreased to approximately $300 million. As a result, the plan's obligations are now estimated to be approximately 78% funded.

The shares were contributed to the plans in a private placement.

An independent fiduciary, Evercore Trust Company, N.A., will make all investment decisions with respect to the contributed shares.

Forward-Looking Statements

Certain statements made in this press release and other written or oral statements made by or on behalf of the company constitute "forward-looking statements" within the meaning of the federal securities laws, including statements regarding the company's future performance, as well as management's expectations, beliefs, intentions, plans, estimates or projections relating to the future. Management believes that these forward-looking statements are reasonable. However, the company cannot guarantee that future events will not impact the return on the company stock contributed to the pension plan and affect the future funding obligations we predict, or that its actual results will be consistent with the forward-looking statements and you should not place undue reliance on them. These statements are based on current expectations and speak only as of the date they are made. The company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise. Important factors regarding the company that may cause results to differ from expectations are included in the company's Annual Report on Form 10-K for the year ended December 27, 2008, under Item 1A "Risk Factors", and in the company's other filings with the SEC.

About OfficeMax

OfficeMax Incorporated is a leader in both business-to-business office products solutions and retail office products. The OfficeMax mission is simple. We help our customers do their best work. The company provides office supplies and paper, in-store print and document services through OfficeMax ImPressÂ®, technology products and solutions, and furniture to consumers and to large, medium and small businesses. OfficeMax customers are served by over 30,000 associates through direct sales, catalogs, e-commerce and more than 1,000 stores. To find the nearest OfficeMax, call 1-877-OFFICEMAX. For more information, visit http://www.officemax.com/.

Media Contact Bill Bonner 630 864 6066 Investor Relations Contacts Mike Steele Tony Giuliano 630 864 6826 630 864 6820

OfficeMax Incorporated

CONTACT: Media, Bill Bonner, +1-630-864-6066, or Investor Relations,
Mike Steele, +1-630-864-6826, or Tony Giuliano, +1-630-864-6820, all of
OfficeMax Incorporated

Web Site: http://www.officemax.com/

Hibernia Homestead Bancorp, Inc. Reports Operating Results for the Third Quarter Ended September 30, 2009

NEW ORLEANS, Nov. 3 /PRNewswire-FirstCall/ -- Hibernia Homestead Bancorp, Inc. (the "Company") (BULLETIN BOARD: HIBE) , the holding company of Hibernia Homestead Bank (the "Bank"), today reported a net loss of $56,000 for the quarter ended September 30, 2009 compared to a net loss of $135,000 for the quarter ended September 30, 2008. For the nine months ended September 30, 2009, the Company reported a net loss of $251,000 compared to a net loss of $359,000 for the nine months ended September 30, 2008.

A. Peyton Bush, III, President and Chief Executive Officer of the Company and Bank, stated, "Hibernia continues to make progress in executing its plan of transition from traditional mortgage lender to diversified community bank. We are confident that our efforts to expand services and develop new commercial banking relationships will allow us to profitably deploy the capital raised in our public stock offering earlier this year."

Net interest income increased 41.9% to $515,000 for the quarter ended September 30, 2009 from $363,000 for quarter ended September 30, 2008. The increased net interest income was primarily due to a $98,000, or 21.6%, increase in interest income from loans, including a $54,000 increase due to the introduction of commercial lending during 2009. The increase in interest income from loans was partially offset by lower interest income on investments. Also contributing to the increased net interest income was a $93,000, or 41.0%, decrease in interest expense on deposits.

Non-interest income for the third quarter of 2009 increased $89,000 from the same period in 2008 primarily due to a gain on the sale of investments of $83,000. Non-interest expense increased 15.2% from $592,000 for the quarter ended September 30, 2008 to $682,000 for the quarter ended September 30, 2009. The increase in non-interest expense for the third quarter of 2009 was primarily due to increases in advertising, professional fees, personnel expense, and expenses related to foreclosed property.

For the nine months ended September 30, 2009, net interest income increased 39.8% to $1.4 million from $1.0 million for the same period in 2008, primarily due to a $317,000, or 41.9%, decrease in interest expense on deposits and a $178,000, or 13.3%, increase in interest income from loans. The increase in interest income from loans was partially offset by a $94,000 decrease in interest income from investments.

Non-interest expense for the nine months ended September 30, 2009 increased 15.5% to $1.9 million from $1.7 million for the nine months ended September 30, 2008. The increase in non-interest expense for the nine months ended September 30, 2009 was due primarily to higher personnel expense, professional fees, data processing costs, occupancy expense, insurance expenses and expenses related to foreclosed property. Non-interest expense for the nine months ended September 30, 2009 included a mandatory $19,000 special deposit insurance assessment paid to the Federal Deposit Insurance Corporation which was assessed in the quarter ended June 30, 2009 for all insured depository institutions.

Hibernia Homestead Bancorp's total consolidated assets at September 30, 2009 were $60.7 million compared to $58.2 million at December 31, 2008. Net loans increased 23.0% from $32.3 million at December 31, 2008 to $39.7 million at September 30, 2009. This increase in net loans was partially offset by decreases of $3.4 million of federal funds sold and $2.6 million of investment securities. Total deposits decreased $6.4 million, or 14.7%, from $43.1 million at December 31, 2008 to $36.8 million at September 30, 2009. Deposits as of December 31, 2008 included $9.3 million in deposits being held in escrow for stock subscriptions in connection with the Company's public offering completed in January 2009.

Nonperforming assets, defined as non-accrual loans, accruing loans past due 90 days or more and foreclosed property, totaled $354,000, or 0.6%, of total assets at September 30, 2009, compared to $150,000, or 0.3%, of total assets at December 31, 2008. The non-performing loans totaling $157,000 at September 30, 2009 consist of two loans secured by first mortgages on one-to-four family residential real estate. Management believes that the allowance for loan and lease losses is sufficient to cover any losses that may be incurred on these loans. Foreclosed property at September 30, 2009 totaling $197,000 consisted of two residential homes in the greater New Orleans area.

On January 27, 2009, the Bank converted from a mutual to a stock form of organization as a wholly-owned subsidiary of Hibernia Homestead Bancorp, Inc. The Company completed an initial public offering in which it issued 1,113,334 shares of its common stock for $10.4 million in offering proceeds, net of offering expenses.

On a consolidated basis, Hibernia Homestead Bancorp had total equity at September 30, 2009 of $23.5 million, or 38.7% of total consolidated assets. Hibernia Homestead Bank had total equity at September 30, 2009 of $19.3 million. The Bank's Tier 1 Leverage capital ratio at September 30, 2009 was 31.8% and its Total Risk-Based capital ratio was 58.9%, both well above the regulatory requirements of 4% and 8%, respectively.

Hibernia Homestead Bank, the wholly-owned subsidiary of Hibernia Homestead Bancorp, Inc., has served the New Orleans metropolitan area since 1903. Operating from its main office and two branches, Hibernia Homestead Bank offers loan, deposit and on-line banking services to commercial and individual clients in the New Orleans metropolitan area. Additional information about Hibernia Homestead Bank is available at http://www.hibbank.com/.

Statements contained in this news release which are not historical facts may be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like "believe," "expect," "anticipate," "estimate," and "intend" or future or conditional verbs such as "will," "would," "should," "could" or "may." We undertake no obligation to update any forward-looking statements.

Hibernia Homestead Bancorp, Inc. and Subsidiary CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (In thousands) September 30, December 31, 2009 2008 ------------- ------------ (Unaudited) ASSETS Cash, Non-Interest Bearing $1,262 $879 Cash, Interest-Bearing 516 16 Federal Funds Sold 2,625 5,975 ----- ----- TOTAL CASH AND CASH EQUIVALENTS 4,403 6,870 Certificates of Deposit 715 - Investment Securities Available-for-Sale 9,321 11,947 Loans Receivable, Net 39,695 32,273 Accrued Interest Receivable 199 192 Investment in FHLB of Dallas Stock 171 171 Investment in FNBB Stock 210 210 Foreclosed Assets 197 - Premises and Equipment, Net 5,191 5,346 Deferred Income Taxes 445 339 Prepaid Expenses and Other Assets 170 868 ------- ------- TOTAL ASSETS $60,717 $58,216 ======= ======= LIABILITIES AND EQUITY LIABILITIES Deposits $36,788 $43,143 Advance Payments by Borrowers for Taxes and Insurance 369 410 Accrued Interest Payable 4 7 Accounts Payable and Other Liabilities 80 482 ------ ------ TOTAL LIABILITIES 37,241 44,042 COMMITMENTS AND CONTINGENCIES - - EQUITY Preferred Stock, $.01 par value; 1,000,000 authorized; none issued - - Common Stock, $.01 par value; 9,000,000 authorized; 1,113,334 and none issued; 1,113,334 and none outstanding at September 30, 2009 and December 31, 2008, respectively 11 - Additional Paid In Capital 10,361 - Unearned ESOP Shares (864) - Accumulated Other Comprehensive Income, Net 153 108 Retained Earnings 13,815 14,066 ------ ------ TOTAL EQUITY 23,476 14,174 ------- ------- TOTAL LIABILITIES AND EQUITY $60,717 $58,216 ======= ======= Hibernia Homestead Bancorp, Inc. and Subsidiary CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share data) Three Months Nine Months Ended Ended September 30, September 30, ------------- ------------- 2009 2008 2009 2008 ----- ----- ---- ----- (Unaudited) (Unaudited) Total Interest Income $649 $590 $1,879 $1,792 Total Interest Expense 134 227 439 762 --- --- --- --- Net Interest Income 515 363 1,440 1,030 Provision for Loan Losses 33 - 48 - -- -- -- -- Net Interest Income After Provision for Loan Losses 482 363 1,392 1,030 Total Non-Interest Income 114 25 172 109 Total Non-Interest Expenses 682 592 1,944 1,683 --- --- ----- ----- Loss Before Provision For Income Taxes (86) (204) (380) (544) Income Tax Benefit (30) (69) (129) (185) --- --- ---- ---- NET LOSS $(56) $(135) $(251) $(359) ==== ===== ===== ===== LOSS PER COMMON SHARE Basic $(0.05) N/A $(0.23) N/A Diluted $(0.05) N/A $(0.23) N/A

Hibernia Homestead Bancorp, Inc.

CONTACT: A. Peyton Bush, III, President and Chief Executive Officer, or
Donna T. Guerra, Chief Financial Officer, both of Hibernia Homestead Bancorp,
Inc., +1-504-522-3203

Web Site: http://www.hibbank.com/

Diedrich Coffee Reports First Quarter Fiscal 2010 Financial Results

IRVINE, Calif., Nov. 3 /PRNewswire-FirstCall/ -- Diedrich Coffee, Inc. , a leading roaster and wholesaler of the world's finest coffees, reported financial results for the first quarter ended September 16, 2009.

Total revenue increased 52% to $15.8 million in the first quarter of fiscal 2010 from $10.4 million in the first quarter of fiscal 2009, led by a 66% or $5.8 million increase in Keurig K-Cup sales.

Gross margin in the first quarter of fiscal 2010 increased to 26% of total revenue as compared to 21% during the same period last year. In addition to price increases taken during fiscal 2009, the improvement was due primarily to higher machine utilization, lower temporary help and overtime, the reduction of scrap and waste due to improved inventory controls, lower outbound freight costs and the ability to leverage our fixed manufacturing costs over higher production volumes.

Net income totaled $571,000 or $0.07 per diluted share in the first quarter of fiscal 2010, an improvement from a net loss of $1.8 million or $(0.33) per basic and diluted share in the first quarter of fiscal 2009.

Adjusted net income (a non-GAAP financial measure) was $571,000 or $0.07 per diluted share in the first quarter of fiscal year 2010, an improvement from an adjusted net loss of $1.6 million or $(0.30) per basic and diluted share in the same quarter of the prior year. Adjusted net income represents net income or loss before the income contribution from discontinued operations and the timing of the fiscal 2009 accrual for management incentive compensation (see important discussion about the presentation of non-GAAP financial information below, including a reconciliation to the most directly comparable GAAP financial measure).

As announced yesterday, Diedrich entered into a definitive agreement under which Peet's Coffee & Tea, Inc. will acquire Diedrich in a cash-and-stock transaction valued at $26.00 per share or a total transaction value of approximately $213 million. For more information, please see Diedrich's Form 10-Q for the quarter ended September 16, 2009 filed on November 2, 2009 and other filings made by Diedrich with the Securities and Exchange Commission (the "SEC").

About Adjusted Net Income (Loss) and the Use of Non-GAAP Financial Information

Adjusted net income (loss) is not a financial measure calculated and presented in accordance with U.S. generally accepted accounting principles ("GAAP") and should not be considered as an alternative to net income, operating income or any other financial measures calculated and presented in accordance with GAAP. Diedrich Coffee defines adjusted net income as net income/(loss) before the income contribution from discontinued operations. The company presents adjusted net income because it believes it to be a meaningful supplemental measure of performance in the evaluation of the company's results of operations because it excludes amounts that the company does not consider part of ongoing operating results when assessing the performance of the company and presents a measure of earnings that facilitates a comparison of results from one period to results from another period on a more consistent basis. Management also uses this information internally for forecasting and budgeting. It may not be indicative of the historical operating results of Diedrich Coffee nor is it intended to be predictive of potential future results. Investors should not consider adjusted net income in isolation or as a substitute for analysis of results as reported under GAAP. The company strongly encourages investors to review its financial statements in their entirety and to not rely on any single financial measure. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. See "Reconciliation of Adjusted Net Income (Loss) to GAAP Income (Loss)" below for further information on this non-GAAP financial measure and reconciliation of adjusted net income (loss) to GAAP net income (loss) for the periods indicated.

Reconciliation of Adjusted Income (Loss) to GAAP Income (Loss) (in thousands, except per share amounts) (unaudited) For the For the twelve twelve weeks weeks ended ended ------- ------- 9/16/2009 9/17/2008 --------- --------- Consolidated Statement of Operations Reconciliation -------------------------- Net income (loss) on a GAAP basis $571 $(1,783) Accrued management incentive compensation (1) - (157) Loss from discontinued operations - 316 --- --- Adjusted net income (loss) $571 $(1,624) ==== ======== Consolidated Statement of Operations Reconciliation per Diluted or Basic Share --------------------------------------------------- Net income (loss) per diluted or basic share on a GAAP basis $0.07 $(0.33) Accrued management incentive compensation (1) - (0.03) Loss from discontinued operations - 0.06 --- ---- Adjusted net income (loss) per diluted or basic share $0.07 $(0.30) ===== ====== Diluted (FY10) and basic (FY09) shares used in calculation 8,161 5,468 ===== ===== (1) The full year expense for the bonus accrual was recorded in the 4th quarter of fiscal 2009. This amount represents the estimated expense that would have been booked in the 1st Quarter of fiscal 2009 had the bonus accrual been expensed throughout the year. Additional Information

In connection with the exchange offer (the "Offer") to be launched by Peet's, Peet's intends to file a Registration Statement on Form S-4 and a Tender Offer Statement on Schedule TO with the SEC, and Diedrich intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. Such documents are not currently available. When these documents become available, Diedrich stockholders are urged to read them carefully before making any decisions, as they will contain important information about the transaction. Investors will be able to obtain free copies of the Form S-4, the Schedule TO and the Schedule 14D-9, as well as other filings containing information about Diedrich and Peet's, without charge, at the SEC's website (http://www.sec.gov/) once such documents are filed with the SEC. A free copy of the Schedule 14D-9, when it becomes available, may also be obtained from Diedrich's website at http://www.diedrich.com/ under the heading "Investor Services" and also by making a request to Investor Relations at Diedrich Coffee, Inc., 28 Executive Park, Suite 200, Irvine, CA 92614.

Forward-Looking Statements

We make forward-looking statements in this earnings release that are subject to risks and uncertainties. These forward-looking statements include information about the proposed transaction with Peet's (the "Merger"). When we use the words "believe," "expect," "anticipate," "estimate" or similar expressions, we are making forward-looking statements. Many possible events or factors could affect our future financial results and performance. This could cause our results or performance to differ materially from those expressed in our forward-looking statements. You should consider these risks when you review this earnings release, along with the following possible events or factors:

-- the risk that the Offer and the Merger will not close; -- the risk that Peet's business and/or Diedrich's business will be adversely impacted during the pendency of the Offer and the Merger; -- the risk that the operations of Peet's and Diedrich will not be integrated successfully; -- the financial and operating performance of our wholesale operations; -- our ability to achieve and/or maintain profitability over time; -- the successful execution of our growth strategies; -- the impact of competition; and -- the availability of working capital.

Additional risks and uncertainties are described in detail under the caption "Risk Factors Relating to Diedrich Coffee and Its Business" in our annual report on Form 10-K for the fiscal year ended June 24, 2009 and in other reports that we file with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date of this earnings release. There can be no assurance that the proposed Merger will in fact be consummated. Except where required by law, we do not undertake an obligation to revise or update any forward-looking statements, whether as a result of new information, future events or changed circumstances.

About Diedrich Coffee

Diedrich Coffee specializes in sourcing, roasting and selling the world's highest quality coffees. The company markets its three leading brands of specialty coffees, Diedrich Coffee, Coffee People and Gloria Jean's Coffees, through office coffee service distributors, restaurants and specialty retailers, and via the company's web stores. Diedrich Coffee is one of only four roasters under license to produce K-Cups for Keurig Incorporated's top-selling single-cup brewing system. For more information about Diedrich Coffee, call 800-354-5282, or go to http://www.diedrich.com/, http://www.coffeepeople.com/ or http://www.coffeeteastore.com/.

Trademarks are the property of their respective owners. Diedrich Coffee Investor Relations: Scott Liolios or Cody Slach Liolios Group, Inc. Tel 949-574-3860 info@liolios.com DIEDRICH COFFEE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited) Twelve Twelve Weeks Ended Weeks Ended September 16, September 17, 2009 2008 Net revenue: Wholesale $15,642 $10,347 Retail and other 131 61 --- --- Total revenue 15,773 10,408 ------ ------ Costs and expenses: Cost of sales (exclusive of depreciation shown separately below) 11,712 8,274 Operating expenses 1,187 1,213 Depreciation and amortization 355 332 General and administrative expenses 1,797 1,819 Gain on asset disposals - (6) --- --- Total costs and expenses 15,051 11,632 ------ ------ Operating income (loss) from continuing operations 722 (1,224) Interest expense (176 ) (310) Interest and other income, net 87 67 --- --- Income (loss) from continuing operations before income tax 633 (1,467) Income tax provision (62) - --- --- Income (loss) from continuing operations 571 (1,467) Discontinued operations: Loss from discontinued operations, net of tax expense of $0 - (316) --- --- Net income (loss) $571 $(1,783) === ===== Basic net income (loss) per share: Income (loss) from continuing operations $0.10 $(0.27) Loss from discontinued operations, net - (0.06) --- ---- Net income (loss) $0.10 $(0.33) ==== ==== Diluted net income (loss) per share: Income (loss) from continuing operations $0.07 $(0.27) Loss from discontinued operations, net - (0.06) --- ---- Net Income (loss) $0.07 $(0.33) ==== ==== Weighted average and equivalent shares outstanding: Basic 5,727 5,468 ----- ----- Diluted 8,161 5,468 ----- ----- DIEDRICH COFFEE, INC. CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited) September 16, 2009 June 24, 2009 ------------------ ------------- Cash $3,082 $3,572 Restricted cash 623 623 Accounts receivable, net 6,321 6,335 Inventories 5,601 5,510 Other assets 10,395 10,888 ------ ------ Total assets $26,022 $26,928 ======= ======= Accounts payable $4,635 $5,228 All other current liabilities 5,191 5,921 Other liabilities 1,777 2,005 Total stockholders' equity 14,419 13,774 ------ ------ Total liabilities and stockholders' equity $26,022 $26,928 ======= =======

Diedrich Coffee, Inc.

CONTACT: Scott Liolios or Cody Slach, both of Liolios Group, Inc.,
+1-949-574-3860, info@liolios.com, for Diedrich Coffee Investor Relations

Web Site: http://www.diedrich.com/

Ford Motor Company Announces Pricing Results of Convertible Notes Offering

DEARBORN, Mich., Nov. 3 /PRNewswire-FirstCall/ -- Ford Motor Company today announced the pricing of its offering of senior convertible notes due Nov. 15, 2016. Notes in the aggregate principal amount of $2.5 billion will be offered, an increase from the $2 billion previously announced. The notes will be senior unsecured obligations of Ford and will bear interest at a fixed rate of 4.25 percent per year. Ford has granted the underwriters an option to purchase an additional $375 million in aggregate principal amount of notes.

"This was a successful transaction and the results exceeded our expectations," said Lewis Booth, Ford executive vice president and chief financial officer. "This transaction directly supports a key pillar of our One Ford strategy -- finance the plan and improve our balance sheet."

The sale of the notes to the underwriters is expected to settle on Nov. 9, subject to customary closing conditions.

The notes will be convertible, under certain circumstances, into shares of Ford common stock, cash or a combination thereof, at Ford's election. The initial conversion rate is 107.5269 shares of Ford common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $9.30 per share. The conversion rate and the conversion price are subject to adjustment upon the occurrence of certain events.

Barclays Capital, BofA Merrill Lynch, Citi, Deutsche Bank Securities, Goldman Sachs & Co., J.P. Morgan, Morgan Stanley and RBS are acting as joint book-running managers of the notes offering. BNP Paribas and HSBC also will be included in the underwriting syndicate for the offering.

The senior convertible notes will be issued pursuant to Ford's existing effective shelf registration statement filed with the Securities and Exchange Commission (SEC). Net proceeds to Ford from the senior convertible notes offering are expected to be used for general corporate purposes.

Ford has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Investors should read the prospectus in the registration statement and other documents Ford has filed with the SEC for more complete information about Ford and the offering. The documents can be obtained free of charge through EDGAR on the SEC Web site at http://www.sec.gov/. Alternatively, the prospectus and prospectus supplement can be obtained from the issuer and underwriters participating in the offering by calling: Ford at 800-555-5259, BofA Merrill Lynch at 866-500-5408, Citi at 877-858-5407, and J.P. Morgan at 631-254-1735.

About Ford Motor Company

Ford Motor Company, a global automotive industry leader based in Dearborn, Mich., manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The company provides financial services through Ford Motor Credit Company.

Ford Motor Company

CONTACT: Media:, Mark Truby , +1-313-323-0539, mtruby@ford.com; or
Equity Investment Community, Larry Heck, +1-313-594-0613, fordir@ford.com; or
Fixed Income Investment Community, Dave Dickenson, +1-313-621-0881,
fixedinc@ford.com; or Shareholder Inquiries, +1-800-555-5259, +1-313-845-8540,
stockinf@ford.com

Web Site: http://www.ford.com/

Shawcor Ltd. Announces Third Quarter 2009 Results(TSX: SCL.A, SCL.B)

TORONTO, Nov. 3 /PRNewswire-FirstCall/ --

Financial Summary (in thousands of Canadian Three Months Ended Nine Months Ended dollars except per September 30, September 30, share amounts) 2009 2008 2009 2008 Restated Restated (note 1) (note 1) ------------------------------------------------------------------------- Operating Results Revenue $ 302,812 $ 357,249 $ 923,067 $ 945,724 EBITDA (note 2) 64,472 68,611 200,069 163,567 Operating income from continuing operations 49,972 52,315 153,584 120,423 Income from continuing operations 33,690 33,962 99,553 78,708 Income (loss) from discontinued operations 57 (82) 371 10,402 Net income 33,747 33,880 99,924 89,110 Net income (loss) per share (Class A and B) - Basic Continuing operations 0.48 0.48 1.41 1.11 Discontinued operations 0.00 0.00 0.01 0.15 Total 0.48 0.48 1.42 1.26 Net income (loss) per share (Class A and B) - Diluted Continuing operations 0.48 0.47 1.41 1.10 Discontinued operations 0.00 0.00 0.01 0.14 Total 0.48 0.47 1.42 1.24 ------------------------------------------------------------------------- Cash Flow Cash provided by continuing operating activities 59,575 23,967 156,395 78,437 Additions to property, plant and equipment 5,751 23,085 25,926 61,999 ------------------------------------------------------------------------- Financial Position Working capital 274,196 168,891 Total assets 1,136,627 1,131,541 Shareholders' equity per share (Class A and B) (note 3) $ 10.90 $ 9.18 ------------------------------------------------------------------------- Note 1: Restated for change in accounting policy. Refer to note 1 to the interim consolidated financial statements for the three and nine months ended September 30, 2009. Note 2: EBITDA is a non-GAAP measure calculated by adding back to income from continuing operations, the sum of interest (income)/expense, taxes and depreciation/amortization of property, plant and equipment and intangible assets. EBITDA does not have a standardized meaning prescribed by GAAP and is not necessarily comparable to similar measures prescribed by other companies. EBITDA is used by many analysts in the oil and gas industry as one of several important analytical tools. The following is the calculation of EBITDA for the periods presented above: Income from continuing operations $ 33,690 $ 33,962 $ 99,553 $ 78,708 Add (deduct): Income taxes 15,607 15,741 50,121 38,394 Interest expense - net 675 2,523 3,910 3,505 Amortization of property, plant and equipment 13,405 15,400 43,200 41,907 Amortization of intangible assets 1,095 985 3,285 1,053 ------------------------------------------------------------------------- EBITDA $ 64,472 $ 68,611 $ 200,069 $ 163,567 ------------------------------------------------------------------------- Note 3: Shareholders' equity per share is a non-GAAP measure calculated by dividing shareholders' equity by the number of Class A and Class B shares outstanding at the date of the balance sheet.

ShawCor Ltd. ("ShawCor" or the "Company") is a growth-oriented, global energy services company specializing in technology-based products and services for the Pipeline and Pipe Services and the Petrochemical and Industrial markets. The Company operates seven divisions with over seventy manufacturing, sales and service facilities located around the world.

Third Quarter 2009 Highlights

Consolidated revenue from continuing operations for the third quarter of 2009 totaled $302.8 million, a decrease of $54.4 million or 15.2%, compared to the third quarter of 2008, with the decrease related to reduced market activity in both of the Company's industry segments. The decrease in the Pipeline and Pipe Services segment was mainly as a result of lower small diameter pipe coating volumes stemming from a decline in drilling activity in North America as well as reduced pipe coating project volumes in Europe and the Middle East. Revenue in the Petrochemical and Industrial segment decreased primarily as a result of reduced business activity levels due to the soft economic conditions in industrial and automotive markets in North America and Western Europe. The decrease was partially offset by the impact on the translation of the Company's U.S. dollar denominated revenue from the year over year weakening of the Canadian dollar.

During the third quarter of 2009, the effect of foreign exchange fluctuations on the translation of foreign currency operations had a favourable impact on revenue, operating income from continuing operations and net income of approximately $8.5 million, $4.5 million and $2.6 million, respectively, compared to the third quarter of 2008.

Operating income from continuing operations totaled $50.0 million in the third quarter, a 4.5% decrease compared to the $52.3 million reported in the third quarter of 2008 with the 15.2% year over year revenue reduction partially offset by improved operating margins in the Pipeline and Pipe Services segment resulting from improved manufacturing efficiencies and lower manufacturing input costs. Net income in the third quarter of 2009 totaled $33.7 million ($0.48 per share, diluted) and remained relatively flat compared to the net income in the third quarter of 2008 of $33.9 million ($0.47 per share, diluted).

First Nine Months of 2009 Highlights

Consolidated revenue from continuing operations in the first nine months of 2009 was $923.1 million, compared to $945.7 million in the first nine months of 2008, a decrease of $22.6 million or 2.4%. The decrease was primarily due to lower revenues in both of the Company's industry segments as a result of reduced market activity, partially offset by the favourable effect of foreign exchange fluctuations.

During the first nine months of 2009, the effect of foreign exchange fluctuations on the translation of foreign currency operations had a favourable impact on revenue, operating income from continuing operations and net income of approximately $69.5 million, $25.9 million and $16.7 million, respectively, compared to the first nine months of 2008.

Net income in the first nine months of 2009 totaled $99.9 million ($1.42 per share, diluted) compared to $89.1 million ($1.24 per share, diluted) in the first nine months of 2008, an increase of $10.8 million ($0.18 per share, diluted) or 12.1%. The increase was primarily due to higher operating income, partially offset by a $10.4 million ($0.14 per share, diluted) reduction in income from discontinued operations as the Company had recorded a settlement of a lawsuit related to the Company's closed pipe coating operation in Mobile, Alabama in the first nine months of 2008.

The Company's backlog at September 30, 2009 of $239.9 million declined 20.4% from the level at the beginning of the quarter as strong revenue exceeded new order bookings. However, subsequent to the quarter ended September 30, 2009, the Company has secured letters of intent for several large pipe coating projects with customers in Canada (approximately $54.0 million in revenue value) that are not included in the backlog. In South East Asia, ShawCor's pipe coating division has secured a letter of intent relating to the PNG LNG project in Papua New Guinea (approximately $180.0 million in revenue value) which, if the project is sanctioned for construction, will have a significant positive impact on the Company's backlog.

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following Management Discussion and Analysis ("MD&A") is intended to help the reader understand the results of operations and financial condition of the Company. The MD&A should be read in combination with the Consolidated Financial Statements and accompanying notes, and the MD&A included in the Company's 2008 Annual Report. All dollar amounts in the MD&A are in thousands of Canadian dollars, except per share amounts, or unless otherwise stated.

Revenue, Income from Operations and Net Income

ShawCor classifies its revenue and income from operations into two industry segments: Pipeline and Pipe Services, and Petrochemical and Industrial. Discussion of the consolidated operating results and operating results for each of these segments follows:

Consolidated Results ------------------------------------------------------------------------- Three months ended (in thousands of September 30, June 30, September 30, Canadian dollars) 2009 2009 2008 Restated(a) ------------------------------------------------------------------------- Revenue from continuing operations $302,812 $312,791 $357,249 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Operating income from continuing operations $49,972 $53,178 $52,315 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Operating margin 16.5% 17.0% 14.6% ------------------------------------------------------------------------- (a) Restated for a change in accounting policy - refer to note 1 to the interim consolidated financial statements for the period ended September 30, 2009. Third Quarter 2009 versus Third Quarter 2008

Consolidated revenue from continuing operations for the third quarter of 2009 totaled $302.8 million, a decrease of $54.4 million or 15.2%, compared to the third quarter of 2008, which was related to decreases across both industry segments. The decrease in the Pipeline and Pipe Services was mainly as a result of lower small diameter pipe coating volumes resulting from lower levels of drilling activity in North America. Revenue related to the Petrochemical and Industrial segment decreased primarily as a result of reduced business activity levels due to the soft economic conditions in industrial and automotive markets in North America and Western Europe.

Operating income from continuing operations totaled $50.0 million (16.5% of revenue from continuing operations) in the third quarter, representing a 4.5% decrease compared to the $52.3 million (14.6% of revenue from continuing operations) achieved in the third quarter of 2008. The decrease was primarily due to the year over year revenue reduction partially offset by the improved operating margins in the Pipeline and Pipe Services segment resulting from improved manufacturing efficiencies and lower manufacturing input costs.

Net income in the third quarter of 2009 totaled $33.7 million ($0.48 per share, diluted) and remained relatively flat compared to the net income in the third quarter of 2008 of $33.9 million (0.47 per share, diluted).

Third Quarter 2009 versus Second Quarter 2009

Consolidated revenue from continuing operations in the third quarter of 2009 decreased by $10.0 million or 3.2% compared to the second quarter of 2009. The decrease was primarily due to the unfavourable impact of foreign exchange rate fluctuations.

During the third quarter of 2009, the effect of foreign exchange fluctuations on the translation of foreign currency operations had an unfavourable impact on revenue, operating income from continuing operations and net income of approximately $17.4 million, $5.9 million and $3.9 million, respectively, compared to the second quarter of 2009.

Operating income from continuing operations and net income in the third quarter of 2009 decreased $3.2 million or 6.0% and $889 thousand or 2.6%, respectively, compared to the second quarter of 2009, primarily due to the decrease in consolidated revenue.

First nine months of 2009 versus First nine months of 2008

Consolidated revenue from continuing operations in the first nine months of 2009 was $923.1 million, compared to $945.7 million in the first nine months of 2008, a decrease of $22.6 million or 2.4%. The decrease was primarily due to lower revenue in both of the Company's industry segments as a result of reduced market activity, partially offset by the favourable effect of foreign exchange fluctuations.

During the first nine months of 2009, the effect of foreign exchange fluctuations on the translation of foreign currency operating results had a favourable impact on revenue, operating income from continuing operations and net income of approximately $69.5 million, $25.9 million and $16.7 million, respectively compared to the first nine months of 2008.

Operating income from continuing operations in the first nine months of 2009 increased $33.2 million or 27.5%, compared to the first nine months of 2008. The increase was primarily due to the improved operating margins as a result of greater manufacturing efficiencies and reduced manufacturing input costs, partially offset by the impact of lower revenue on facility utilization and overhead absorption in the period.

Net income for the first nine months of 2009 increased $10.8 million ($0.18 per share, diluted) or 12.1%, compared to the first nine months of 2008, primarily due to higher operating income, partially offset by a $10.4 million ($0.14 per share, diluted) reduction in income from discontinued operations as the Company had recorded a settlement of a lawsuit related to the Company's closed pipe coating operation in Mobile, Alabama in the first nine months of 2008.

Pipeline and Pipe Services ------------------------------------------------------------------------- Three months ended (in thousands of September 30, June 30, September 30, Canadian dollars) 2009 2009 2008 Restated(a) ------------------------------------------------------------------------- Revenue from continuing operations $273,262 $283,888 $323,347 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Operating income from continuing operations $53,433 $58,853 $52,971 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Operating margin 19.6% 20.7% 16.4% ------------------------------------------------------------------------- (a) Restated for a change in accounting policy - refer to note 1 to the interim consolidated financial statements for the period ended September 30, 2009. Third Quarter 2009 vs. Third Quarter 2008

In the Pipeline and Pipe Services segment, revenue in the third quarter of 2009 totaled $273.3 million and was $50.1 million or 15.5% lower than in the third quarter of 2008, primarily due to a decrease in revenue at Bredero Shaw and Flexpipe Systems.

Revenue for Bredero Shaw in the third quarter of 2009 decreased 15.3% compared to the third quarter of 2008 mainly as a result of a decline in drilling activity in North America as well as reduced pipe coating project volumes in Europe and the Middle East, partially offset by the favourable impact of the weaker Canadian dollar on the translation of the division's mainly U.S. dollar-based revenue. In the Europe, Africa and Russia region, revenue decreased by 89.4% as low utilization at the Leith, Scotland and Orkanger, Norway facilities contrasted with the third quarter of 2008 when the Badarastskaya Bay and Pluto projects had contributed strong volumes. Revenue in the Middle East region decreased by 61.1% in the third quarter of 2009 compared to the third quarter of 2008, primarily due to lower pipe coating project activity in Saudi Arabia and Ras Al Khaimah. In the Asia Pacific region, revenue increased 9.6% due mainly to higher levels of pipe coating activity at the region's plant in Kabil, Indonesia. In the America's region, revenue in the third quarter of 2009 increased by 23.1% from the third quarter of 2008, mainly due to strong growth in Mexico and $50.5 million in revenue contributed by the North East Offshore and Tobago pipeline projects in Trinidad, partially offset by a decrease in small diameter pipe coating activity in Western Canada and the U.S., which declined by 46.1% and 19.4%, respectively.

Revenue for Flexpipe Systems in the third quarter of 2009 decreased 55.4% compared to the third quarter of 2008 as a result of the continuing low levels of drilling and well completion activity in Western Canada.

Operating income from continuing operations in the quarter for the segment totaled $53.4 million (19.6% of revenue from continuing operations) and increased marginally from $53.0 million (16.4% of revenue from continuing operations) in the third quarter of 2008. The improvement in operating margins of 3.2 percentage points was the result of improved manufacturing efficiencies, reduced manufacturing input costs and a reduction in fixed costs stemming from the reorganization of Bredero Shaw's Europe, Africa and Russia region.

Third Quarter 2009 versus Second Quarter 2009

In the Pipeline and Pipe Services segment, revenue in the third quarter of 2009 was 3.7% lower than in the second quarter of 2009 primarily due to a decrease at Bredero Shaw, partially offset by an increase at Shaw Pipeline Services.

Revenue in the quarter at Bredero Shaw decreased mainly due to the unfavorable effect of foreign exchange fluctuations, lower large diameter pipe coating project volumes in North America and the impact of the winding down of several large diameter pipe coating projects in the Middle East and Europe, Africa and Russia regions, partially offset by an increase in revenue relating to the Trinidad project and stronger volumes at the Kabil Indonesia facility. Revenue in the quarter at Shaw Pipeline Services increased primarily due to increased higher levels of U.S. land-based pipeline girth well inspection activity.

Operating income from continuing operations in the third quarter of 2009 was 9.2% lower than the level achieved in the second quarter of 2009, primarily as a result of the decrease in revenue in the third quarter of 2009. Operating margin in the third quarter of 2009 decreased by 1.1 percentage points when compared to the second quarter of 2009, primarily due to the unfavorable effect of foreign exchange fluctuations.

First nine months of 2009 versus First nine months of 2008

Revenue in the first nine months of 2009 in the Pipeline and Pipe Services segment was $837.1 million compared to $838.1 million in the first nine months of 2008. The marginal decrease was primarily due to a decrease at Bredero Shaw as a result of lower small diameter pipe coating volumes in North America, almost entirely offset by the inclusion of revenue from Flexpipe Systems, which was acquired on June 27, 2008 and the favourable impact of the weaker Canadian dollar on the translation of foreign currency operating results.

Operating income from continuing operations in the first nine months of 2009 was $168.9 million compared to $119.3 million for the first nine months of 2008, an increase of $49.6 million or 41.6%. The increase was primarily due to a 5.9 percentage point increase in operating margins, the result of improved manufacturing efficiencies and a decrease in manufacturing input costs.

Petrochemical and Industrial ------------------------------------------------------------------------- Three months ended (in thousands of September 30, June 30, September 30, Canadian dollars) 2009 2009 2008 ------------------------------------------------------------------------- Revenue from continuing operations $29,916 $30,100 $34,246 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Operating income from continuing operations $2,092 $2,208 $5,170 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Operating margin 7.0% 7.3% 15.1% ------------------------------------------------------------------------- Third Quarter 2009 versus Third Quarter 2008

In the Petrochemical and Industrial segment, revenue in the third quarter of 2009 totaled $29.9 million compared to $34.2 million in the third quarter of 2008, a decrease of $4.3 million or 12.6%. The decrease was primarily due to reduced business activity levels at DSG-Canusa as a result of the significantly weaker demand in industrial and automotive markets in North America and Western Europe.

Operating income from continuing operations in the quarter for the segment totaled $2.1 million (7.0% of revenue from continuing operations) compared to $5.2 million (15.1% of revenue from continuing operations) in the third quarter of 2008 and reflected the impact of the lower revenue in the period.

Third Quarter 2009 versus Second Quarter 2009

Revenue and operating income for the segment in the third quarter of 2009 decreased marginally over levels in the second quarter of 2009 and resulted from the unfavorable effect of foreign exchange fluctuations.

First nine months of 2009 versus First nine months of 2008

Revenue for the Petrochemical and Industrial segment in the first nine months of 2009 was $89.3 million compared to $109.0 million for the first nine months of 2008, a decrease of $19.6 million or 18.0%. The decrease was mainly due to a decline at DSG-Canusa as a result of the current global economic downturn, especially in the automotive industry. ShawFlex revenue was also negatively impacted during the first nine months of 2009 by lower industry wire and cable prices as a result of reductions in the price of copper compared to the first nine months of 2008.

Operating income in the first nine months of 2009 was $4.6 million and in the first nine months of 2008 was $16.6 million, a decrease of $11.9 million or 72.1%. Operating margins declined by 10.0 percentage points, a result of the decrease in revenue during the period, the impact of lower business activity on factory utilization, and a one-time increase in fixed costs related to restructuring at DSG-Canusa's European operations.

Financial and Corporate

Financial and corporate costs consist of corporate office costs not charged to the operating divisions and other non-operating items including foreign exchange gains and losses on cash balances.

Third Quarter 2009 versus Third Quarter 2008

Financial and corporate costs for the third quarter of 2009, before net foreign exchange losses of $2.3 million, totaled $3.2 million a decrease of $2.8 million from the $6.0 million in the third quarter of 2008, before net foreign exchange gains of $247 thousand. The decrease compared to the second quarter of 2008 was primarily due to the reversal of a provision related to resolved workers compensation claims, lower professional fees and a higher allocation of corporate costs to R&D expense reported in the Pipeline and Pipe Services segment due to increased R&D activity.

Third Quarter 2009 versus Second Quarter 2009

Financial and corporate costs decreased by $3.1 million in the third quarter of 2009 compared to the second quarter of 2009, primarily as a result of a decrease in professional fees and general liability insurance costs.

First nine months of 2009 versus First nine months of 2008

Financial and corporate costs for the first nine months of 2009 totaled $17.5 million, before net foreign exchange losses of $2.5 million, a marginal decrease compared to $17.6 million, before net foreign exchange gains of $2.3 million in the first nine months of 2008.

Net Interest Expense Third Quarter 2009 versus Third Quarter 2008

Net interest expense totaled $675 thousand in the third quarter of 2009, compared to $2.5 million in the third quarter of 2008, a decrease of $1.8 million primarily due to a repayment of Senior Notes of $28.7 million made in the second quarter of 2009. Refer to note 8 to the interim consolidated financial statements for the quarter ended September 30, 2009, for further information.

Third Quarter 2009 versus Second Quarter 2009

Net interest expense decreased by $897 thousand in the third quarter of 2009 compared to the second quarter of 2009, primarily due to the repayment of Senior Notes of $28.7 million, discussed above.

First nine months of 2009 versus First nine months of 2008

Net interest expense for the first nine months of 2009 totaled $3.9 million compared to $3.5 million, in the first nine months of 2008, an increase of $405 thousand. The increase was primarily due to lower cash balances as a result of the Flexpipe Systems acquisition on June 27, 2008 and cash employed to repurchase shares under the Normal Course Issuer Bid, partially offset by a decrease in interest expense as a result of the repayment of Senior Notes of $28.7 million, discussed above.

Income Taxes

Income tax expense related to continuing operations in the third quarter of 2009 was $15.6 million, an effective rate of 31.7%, compared to $15.7 million or an effective rate of 31.6% in the third quarter of 2008 and $17.3 million, an effective rate of 33.5%, in the second quarter of 2009. The effective tax rate in the third quarter of 2009 was marginally higher than the Company's expected tax rate of 31.0%, primarily as a result of foreign withholding taxes on inter-corporate dividends and the impact of certain costs which are not deductible for income tax purposes.

Cash Flow Cash provided by continuing operating activities

Cash provided by continuing operating activities in the third quarter of 2009 totaled $59.6 million, compared to $24.0 million in the third quarter of 2008 and $58.1 million in the second quarter of 2009 with the changes reflecting the changes in income from continuing operations as well as the movement in net working capital. During the quarter, the change in non-cash working capital and foreign exchange was a decrease of $11.0 million, with reduced accounts receivable, inventory and higher taxes payable, partially offset by lower accounts payable and deferred revenue.

Cash provided by continuing operating activities in the first nine months of 2009 totaled $156.4 million, compared to $78.4 million in the first nine months of 2008, an increase of $78.0 million as a result of an increase in income from continuing operations and the movement in net working capital. During the first nine months of 2009, the change in non-cash working capital and foreign exchange was a decrease of $4.6 million, with reduced accounts receivable, inventory and higher taxes payable, partially offset by lower accounts payable and deferred revenue. This reduction in working capital compares with an increase in the first nine months of 2008 of $50.8 million.

Cash used in continuing investing activities

Cash used in continuing investing activities in the third quarter of 2009 totaled $5.6 million, compared to $10.3 million in the second quarter of 2009 and $23.1 million in the third quarter of 2008, and was comprised of capital expenditures on property, plant and equipment of $5.8 million partially offset by foreign exchange adjustments.

Cash used in continuing investing activities in the first nine months of 2009 totaled $30.0 million, compared to $180.7 million in the first nine months of 2008 and was comprised of capital expenditures on property, plant and equipment of $25.9 million and a long-term notes receivable investment of $4.1 million.

Cash provided by (used in) continuing financing activities

Cash used in continuing financing activities in the third quarter of 2009 totaled $4.7 million, compared to $51.6 million last quarter and $24.4 million in the third quarter of 2008, and mainly consisted of dividends paid to shareholders of $4.9 million.

Cash used in continuing financing activities in the first nine months of 2009 totaled $75.0 million, compared to cash provided by continuing financing activities in the first nine months of 2008 of $18.8 million, and consisted of dividends paid to shareholders of $32.2 million and the repayment of Senior Notes and bank indebtedness of $28.7 million and $15.4 million, respectively.

Other Comprehensive Loss

Other comprehensive loss in the quarter totaled $13.0 million and was comprised of an unrealized foreign currency loss on translation of self- sustaining foreign operations as a result of the strengthening of the Canadian dollar during the period, net of hedging activities.

Liquidity and Capitalization

At September 30, 2009, the Company recorded a working capital ratio (the ratio of current assets to current liabilities) of 2.1 to 1 compared to 1.65 to 1 at December 31, 2008. Operating working capital, excluding cash and cash equivalents, bank indebtedness, the current portion of long-term debt, current future taxes and working capital of discontinued operations, decreased $12.6 million during the quarter to $163.8 million, reflecting lower accounts receivables and inventory levels.

Change in Accounting Policies

The following are changes in the Company's accounting policies which came into effect in the first quarter of 2009:

a) Goodwill and Intangible Assets

On January 1, 2009, the Company adopted CICA Handbook section 3064, Goodwill and Intangible Assets. Also as of this date, as is required on adoption of this section, the Company no longer applies Emerging Issues Committee Abstract EIC-27, Revenues and Expenditures During the Pre-operating Period. As required, this accounting standard has been adopted retrospectively with restatement of prior year figures. The following adjustments were made to the Company's consolidated financial statements as a result of adopting this accounting standard:

Change in Consolidated Balance Sheets: As at As at Dec. 31, Dec. 31, (in thousands of Canadian dollars) 2008 2007 ------------------------------------------------------------------------- Increase in inventories $ 1,678 $ 2,501 Decrease in other assets (3,285) (5,067) Increase in future taxes 484 770 --------------------------- Decrease in total assets $ (1,123) $ (1,796) --------------------------- --------------------------- Future income taxes $ - $ - Decrease in retained earnings (1,123) (1,796) --------------------------- Decrease in total liabilities and shareholders' equity $ (1,123) $ (1,796) --------------------------- --------------------------- Change in Consolidated Statement of Income: Three Months Nine Months Ended Ended September 30, September 30, 2008 2008 ------------- ------------- Increase (decrease) in cost of goods sold $ (1,829) $ 4,731 Increase (decrease) in income taxes 549 (1,419) ------------- ------------- Increase (decrease) in income from continuing operations $ 1,280 $ (3,312) ------------- ------------- ------------- ------------- Increase (decrease) in net income $ 1,280 $ (3,312) ------------- ------------- ------------- ------------- Earnings per share Basic Continuing operations $ 0.02 $ (0.04) Total $ 0.02 $ (0.04) Diluted Continuing operations $ 0.01 $ (0.04) Total $ 0.01 $ (0.04)

The following is a description of the revised accounting policy adopted by the Company as a result of implementing this accounting change:

Costs incurred in the mobilization of project-specific plants for fixed term projects are included in work-in-process inventories and are charged to costs of goods sold on a percentage-of-completion basis. Such costs are to be included in inventories only if incurred after the Company is awarded the project and if directly related to the performance of the contract.

b) Credit Risk and the Fair Value of Financial Assets and Financial Liabilities

On January 1, 2009, the Company adopted EIC-173, Credit Risk and the Fair Value of Financial Assets and Financial Liabilities. The adoption of this accounting standard had no effect on the Company's consolidated financial statements.

International Financial Reporting Standards

During 2008, the AcSB confirmed that publicly accountable enterprises, including the Company, will be required to adopt International Financial Reporting Standards ("IFRS") in place of Canadian Generally Accepted Accounting Principles ("GAAP") for interim and annual reporting purposes. The required changeover date is for fiscal years beginning on or after January 1, 2011.

The Company has commenced the process to transition to IFRS and has developed a project plan, which was described in the Company's 2008 Annual Report to Shareholders.

The Company is currently engaged in the solution development phase of the project, which involves the training of project team members and the development of new IFRS accounting policies and implementation guidance. This phase of the project is expected to be completed by the end of the fourth quarter of 2009.

During the implementation phase, the Company will execute the changes to business processes, financial systems, accounting policies, disclosure controls and internal controls over financial reporting that will be required to implement IFRS. This phase of the project is expected to be completed by the end of the second quarter of 2010.

At this time, the impact on the Company's consolidated financial statements is not reasonably determinable.

Financial Instruments

The following table sets out the notional amounts outstanding under foreign exchange contracts, the average contractual exchange rates and the settlement of these contracts as at September 30, 2009:

September 30, 2009 ------------- U.S. dollars sold for Canadian dollars Less than one year US$ 12,000 Weighted-average rate 1.1748 U.S. dollars sold for Euros Less than one year US$ 1,465 Weighted-average rate 1.3442 U.S. dollars sold for British Pounds Less than one year US$ 5,000 Weighted-average rate 1.5509 Euros sold for U.S. dollars Less than one year Euro 2,150 Weighted-average rate 1.4490 One year to two years Euro 2,200 Weighted-average rate 1.4465 Euros sold for British Pounds Less than one year Euro 508 Weighted-average rate 1.1760 Euros sold for Norwegian Kroners Less than one year Euro 1,681 Weighted-average rate 8.7647

As of September 30, 2009, the Company had notional amounts of $30.3 million of forward contracts outstanding ($25.5 million as of December 31, 2008) with the fair value of the Company's net benefit from all foreign exchange forward contracts totaling $1.5 million ($1.5 million, net obligation, as of December 31, 2008).

Critical Accounting Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. These estimates and assumptions are made with management's best judgment given the information available at the time; however, actual results could differ from the estimates. Critical estimates used in preparing the consolidated financial statements were materially unchanged during the quarter, as compared to those disclosed in the Company's last annual MD&A contained in the Company's 2008 Annual Report.

Risks and Uncertainties

Operating in an international environment, servicing predominantly the oil and gas industry, ShawCor faces a number of business risks and uncertainties that could materially adversely affect its projections, businesses, results of operations and financial condition. There were no material changes in the nature or magnitude of such business risks during the quarter. A more complete outline of the risks and uncertainties facing the Company are included in the annual MD&A contained in the Company's 2008 Annual Report.

Contractual Obligations

There were no material changes to the Company's contractual obligations during the quarter, other than those that would be expected in the ordinary course of business.

Summary of Quarterly Results

The following is a summary of selected financial information for the ten most recently completed quarters:

(in thousands of Canadian dollars except per share amounts) First Second Third Fourth Full Year ------------------------------------------------------------------------- Revenue (Restated - see note below) 2009 $307,464 $312,791 $302,812 $ - $ - 2008 293,357 295,118 357,249 433,853 1,379,577 2007 221,329 276,440 264,892 285,438 1,048,099 Operating income from continuing operations (Restated - see note below) 2009 50,434 53,178 49,972 - - 2008 40,919 27,189 52,315 75,588 196,011 2007 27,074 39,764 52,149 43,081 162,068 Income from continuing operations (Restated - see note below) 2009 31,520 34,343 33,690 - - 2008 26,952 17,825 33,962 56,013 134,752 2007 22,679 25,177 34,845 36,565 119,266 Income (loss) from discontinued operations (Restated - see note below) 2009 21 293 57 - - 2008 (69) 10,553 (82) 609 11,011 2007 (55) (48) (59) (30,300) (30,462) Net income (Restated - see note below) 2009 31,541 34,636 33,747 - - 2008 26,852 28,378 33,880 56,623 145,733 2007 22,624 25,129 34,786 6,265 88,804 Operating income from continuing operations per share (Classes A and B) (Restated - see note below) Basic 2009 0.72 0.76 0.71 - - 2008 0.57 0.38 0.74 1.07 2.76 2007 0.37 0.55 0.73 0.60 2.23 Diluted 2009 0.72 0.76 0.70 - - 2008 0.57 0.38 0.73 1.07 2.74 2007 0.36 0.54 0.72 0.59 2.21 Income from continuing operations per share (Classes A and B) (Restated - see note below) Basic 2009 0.45 0.49 0.48 - - 2008 0.38 0.25 0.48 0.79 1.90 2007 0.31 0.35 0.49 0.51 1.64 Diluted 2009 0.45 0.49 0.48 - - 2008 0.37 0.25 0.47 0.78 1.88 2007 0.30 0.34 0.48 0.51 1.62 Income (loss) from discontinued operations per share (Classes A and B) (Restated - see note below) Basic 2009 0.00 0.00 0.00 - - 2008 0.00 0.15 0.00 0.01 0.16 2007 0.00 0.00 0.00 (0.42) (0.42) Diluted 2009 0.00 0.00 0.00 - - 2008 0.00 0.15 0.00 0.01 0.15 2007 0.00 0.00 0.00 (0.42) (0.41) Net income per share (Classes A and B) (Restated - see note below) Basic 2009 0.45 0.49 0.48 - - 2008 0.38 0.40 0.48 0.80 2.06 2007 0.31 0.35 0.49 0.09 1.22 Diluted 2009 0.45 0.49 0.48 - - 2008 0.37 0.40 0.47 0.79 2.03 2007 0.30 0.34 0.48 0.09 1.21 Note: Quarterly revenue and operating income from continuing operations figures have been restated to reflect the change in accounting policy for deferred project costs adopted in the first quarter of 2009. Refer to note 1 to the interim consolidated financial statements for the quarter ended September 30, 2009.

The following are key factors affecting the comparability of quarterly financial results.

The Company's operations in the Pipeline and Pipe Services segment, representing more than 90% of the Company's consolidated revenue, are largely project-based. The nature and timing of projects can result in variability in the Company's quarterly revenue and profitability. In addition, certain of the Company's operations are subject to a degree of seasonality, particularly in the Pipeline and Pipe Services market segment. The comparability of the quarterly information disclosed above is also impacted by movements in exchange rates as the majority of the Company's revenue is transacted in currencies other than Canadian dollars, primarily U.S. dollars. Changes in the rates of exchange between the Canadian dollar and other currencies could have a significant effect on the amount of this revenue when it is translated into Canadian dollars.

Outstanding Share Capital

As at October 21, 2009, the Company had 57,438,253 Class A Subordinate Voting Shares outstanding and 13,060,209 Class B Multiple Voting Shares outstanding. Each Class B share is convertible into a Class A share at the option of the holder. In addition, as at October 21, 2009, the Company had stock options outstanding to purchase up to 2,849,146 Class A shares.

Management's Health, Safety and Environmental Commitment

The Company is committed to providing a safe and healthy workplace and ensuring that all business activities are conducted in a manner that protects the environment. This commitment includes designing and operating its plants and individual processes in compliance with applicable government requirements regulating the discharge of substances into the environment or otherwise relating to the protection of the environment. The Company's program for health, safety and environmental management is further described in the Company's Annual Information Form under Health, Safety, and Environmental Policy.

Outlook

The Company's geographic diversification has been a critical factor in the strong financial performance reported in the first nine months of 2009. Continued strength in international business activity with such projects as the Kumang Cluster and Gumusut projects in the Asia Pacific region and the NEO project in Trinidad, have offset the revenue weakness associated with the dramatic decline in drilling activity in North America.

The Company's consolidated order backlog at September 30, 2009, representing the value of firm customer purchase orders expected to be completed within one year, totaled $239.9 million, 20.4% lower than at the beginning of the quarter. However, subsequent to the quarter ended September 30, 2009, the Company has secured letters of intent for several large pipe coating projects with customers in Canada (approximately $54.0 million in revenue value) that are not included in the backlog. In South East Asia, ShawCor's pipe coating division has secured s letter of intent relating to the PNG LNG project in Papua New Guinea (approximately $180.0 million in revenue value) which, if the project is sanctioned for construction, will have a significant positive impact on the Company's backlog.

Forward Looking Information

This document includes certain statements that reflect management's expectations and objectives for ShawCor's future performance, opportunities and growth which constitute forward-looking information under applicable securities laws. Such statements, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. These statements may be identified by the use of forward-looking terminology such as "may," "will," "should", "anticipate," "expect", "believe", "predict", "estimate," "continue," "intend," "plan," and variations of these words or other similar expressions. These statements are based on assumptions, estimates and analysis made by ShawCor in light of its experience and perception of trends, current conditions and expected developments as well as other factors believed to be reasonable and relevant in the circumstances. Although ShawCor believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions in light of currently available information, ShawCor can give no assurance that such expectations will be achieved.

Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those predicted, expressed or implied by the forward-looking statements. Significant risks facing ShawCor include, but are not limited to: changes in global economic activity and changes in energy supply and demand which impact on the level of drilling activity and pipeline construction; political, economic and other risks arising from ShawCor's international operations; compliance with environmental, trade and other laws; liability claims; fluctuations in foreign exchange rates; fluctuations in prices of raw materials, as well as other risks and uncertainties.

Other information relating to the Company, including its Annual Information Form, is available on SEDAR at http://www.sedar.com/.

ShawCor will be hosting a Shareholder and Analyst conference call and webcast on November 4, 2009 at 10:00 am ET to discuss the Company's third quarter 2009 financial results. Please visit our website at http://www.shawcor.com/ for future details.

SHAWCOR LTD. INTERIM FINANCIAL INFORMATION (Unaudited) (in thousands of Canadian dollars except per share data) CONSOLIDATED STATEMENTS OF INCOME Three Months Ended Nine Months Ended September 30, September 30, --------------------- --------------------- 2009 2008 2009 2008 Restated- Restated- note 1 note 1 ---------- ---------- ---------- ---------- Revenue $302,812 $357,249 $923,067 $945,724 Cost of goods sold 173,350 234,463 541,338 623,701 ---------- ---------- ---------- ---------- Gross profit 129,462 122,786 381,729 322,023 Selling, general and administrative expenses (notes 2 and 3) 59,521 52,403 171,290 155,595 Amortization of property, plant and equipment 13,405 15,400 43,200 41,907 Amortization of intangible assets 1,095 985 3,285 1,053 Foreign exchange losses (gains) 2,321 (247) 2,506 (2,286) Research and development expenses 3,148 1,930 7,864 5,331 ---------- ---------- ---------- ---------- Operating income from continuing operations 49,972 52,315 153,584 120,423 Interest income on short- term deposits 191 224 507 2,286 Interest expense on bank indebtedness (368) (1,494) (1,343) (2,165) Interest expense on long-term debt (498) (1,253) (3,074) (3,626) ---------- ---------- ---------- ---------- Income before income taxes and non-controlling interest 49,297 49,792 149,674 116,918 Income taxes 15,607 15,741 50,121 38,394 ---------- ---------- ---------- ---------- Income before non-controlling interest 33,690 34,051 99,553 78,524 Non-controlling interest - (89) - 184 ---------- ---------- ---------- ---------- Income from continuing operations 33,690 33,962 99,553 78,708 Income (loss) from discontinued operations (note 4) 57 (82) 371 10,402 ---------- ---------- ---------- ---------- Net income $ 33,747 $ 33,880 $ 99,924 $ 89,110 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Earnings per shares (note 19) Basic Continuing operations $ 0.48 $ 0.48 $ 1.41 $ 1.11 Discontinued operations - - 0.01 0.15 ---------- ---------- ---------- ---------- Total $ 0.48 $ 0.48 $ 1.42 $ 1.26 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Diluted Continuing operations $ 0.48 $ 0.47 $ 1.41 $ 1.10 Discontinued operations - - 0.01 0.14 ---------- ---------- ---------- ---------- Total $ 0.48 $ 0.47 $ 1.42 $ 1.24 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ------------------------------------------------------------------------- SEGMENTED INFORMATION Three Months Ended Nine Months Ended September 30, September 30, --------------------- --------------------- 2009 2008 2009 2008 Restated- Restated- note 1 note 1 ---------- ---------- ---------- ---------- Revenue Pipeline and Pipe Services $273,262 $323,347 $837,101 $838,125 Petrochemical and Industrial 29,916 34,246 89,334 108,968 Intersegment Eliminations (366) (344) (3,368) (1,369) ---------- ---------- ---------- ---------- $302,812 $357,249 $923,067 $945,724 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Income (loss) from operations Pipeline and Pipe Services $ 53,433 $ 52,971 $168,932 $119,339 Petrochemical and Industrial 2,092 5,170 4,625 16,561 Financial and Corporate (5,553) (5,826) (19,973) (15,477) ---------- ---------- ---------- ---------- $ 49,972 $ 52,315 $153,584 $120,423 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- SHAWCOR LTD. INTERIM FINANCIAL INFORMATION (Unaudited) (in thousands of Canadian dollars) CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended Nine Months Ended September 30, September 30, --------------------- --------------------- 2009 2008 2009 2008 Restated- Restated- note 1 note 1 ---------- ---------- ---------- ---------- Operating activities: Income from continuing operations $ 33,690 $ 33,962 $ 99,553 $ 78,708 Items not requiring an outlay of cash: Amortization of property, plant and equipment 13,405 15,400 43,200 41,907 Amortization of intangible assets 1,095 985 3,285 1,053 Amortization of transaction costs 111 110 333 330 Asset retirement obligation expense (note 10) (427) 170 2,033 1,902 Stock-based compensation (note 2) 772 836 2,394 2,529 Future income taxes (1,977) 674 (327) 409 Loss on disposal of property, plant and equipment 1,028 255 1,361 358 Gain on short-term investments (73) - (1,202) - Impairment of available- for-sale financial assets - - 336 1,498 Non-controlling interest in earnings of subsidiaries - 89 - (184) Gain on disposal of subsidiary - - - (1,063) Settlement of asset retirement obligations (note 10) (280) 716 (2,244) (658) Change in employee future benefits 1,272 857 3,087 2,489 Change in non-cash working capital and foreign exchange 10,958 (30,087) 4,585 (50,841) ---------- ---------- ---------- ---------- Cash provided by continuing operating activities 59,575 23,967 156,395 78,437 ---------- ---------- ---------- ---------- Investing activities: Purchases of property, plant and equipment (5,751) (23,085) (25,926) (61,999) Proceeds on disposal of property, plant and equipment (61) - 44 33 Acquisition of subsidiaries - - - (124,376) Increase in long-term notes receivable 180 - (4,068) - Proceeds on disposal of subsidiaries - - - 5,635 Investment in shares - - - ---------- ---------- ---------- ---------- Cash used in continuing investing activities (5,632) (23,085) (29,950) (180,707) ---------- ---------- ---------- ---------- Financing activities: Increase (decrease) in bank indebtedness (689) (10,005) (15,418) 52,965 Repayment of long-term debt - - (28,705) - Issue of shares (note 11) 816 304 1,301 1,739 Purchase of shares for cancellation - (10,154) - (22,796) Dividends paid to shareholders (4,850) (4,537) (32,205) (13,085) ---------- ---------- ---------- ---------- Cash provided by (used in) continuing financing activities (4,723) (24,392) (75,027) 18,823 ---------- ---------- ---------- ---------- Foreign exchange on foreign cash and cash equivalents (4,479) 1,531 (8,395) 6,024 ---------- ---------- ---------- ---------- Net cash provided by (used in) continuing operations 44,740 (21,979) 43,023 (77,423) Net cash provided by (used in) discontinued operations (note 4) 739 (37,638) 1,416 (33,702) Cash and cash equivalents at beginning of period 77,892 123,509 78,932 175,017 ---------- ---------- ---------- ---------- Cash and cash equivalents at end of period $123,371 $ 63,892 $123,371 $ 63,892 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- SHAWCOR LTD. INTERIM FINANCIAL INFORMATION (Unaudited) (in thousands of Canadian dollars) CONSOLIDATED BALANCE SHEETS September 30, December 31, 2009 2008 Restated- Note 1 ------------- ------------- Assets Current assets Cash and cash equivalents (note 5) $ 123,371 $ 78,932 Short-term investments 1,202 - Accounts receivable 235,140 307,933 Taxes receivable 13,542 9,261 Inventories 124,035 152,284 Prepaid expenses 18,340 14,635 Derivative financial instruments 1,674 523 Current future income taxes 3,318 3,532 Current assets of discontinued operation (note 4) 10,815 12,256 ------------- ------------- 531,437 579,356 Property, plant and equipment, net 279,440 307,735 Goodwill 218,312 229,549 Intangible assets (note 6) 63,879 66,452 Future income taxes 29,868 31,173 Other assets (note 7) 13,691 13,024 ------------- ------------- $ 1,136,627 $ 1,227,289 ------------- ------------- ------------- ------------- Liabilities Current liabilities Bank indebtedness (note 8) $ - $ 15,418 Accounts payable and accrued liabilities 151,303 193,675 Taxes payable 65,827 53,405 Derivative financial instruments 139 2,049 Deferred revenues 12,898 54,692 Current portion of long-term debt 27,015 30,672 Current liabilities of discontinued operation (note 4) 59 455 ------------- ------------- 257,241 350,366 Long-term debt 26,666 60,554 Future income taxes 72,303 73,939 Derivative financial instruments 39 - Other non-current liabilities (note 9) 11,448 9,978 ------------- ------------- 367,697 494,837 ------------- ------------- Shareholders' Equity Capital stock (note 11) 203,671 202,073 Contributed surplus (note 12) 16,610 14,512 Retained earnings 669,126 601,407 Accumulated other comprehensive loss (note 13) (120,477) (85,540) ------------- ------------- 768,930 732,452 ------------- ------------- $ 1,136,627 $ 1,227,289 ------------- ------------- ------------- ------------- SHAWCOR LTD. INTERIM FINANCIAL INFORMATION (Unaudited) (in thousands of Canadian dollars) CONSOLIDATED STATEMENTS OF RETAINED EARNINGS Three Months Ended Nine Months Ended September 30, September 30, --------------------- --------------------- 2009 2008 2009 2008 Restated- Restated- note 1 note 1 ---------- ---------- ---------- ---------- Balance at beginning of period $640,229 $523,487 $601,407 $489,836 Transitional adjustment (note 1) - - - (1,796) ---------- ---------- ---------- ---------- Adjusted balance at beginning of period 640,229 523,487 601,407 488,040 Net income 33,747 33,880 99,924 89,110 ---------- ---------- ---------- ---------- 673,976 557,367 701,331 577,150 Excess of purchase price paid over stated value of shares (note 11) - (8,752) - (19,987) Dividends declared (4,850) (4,537) (32,205) (13,085) ---------- ---------- ---------- ---------- Balance at end of period $669,126 $544,078 $669,126 $544,078 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended Nine Months Ended September 30, September 30, --------------------- --------------------- 2009 2008 2009 2008 Restated- Restated- note 1 note 1 ---------- ---------- ---------- ---------- Net income $ 33,747 $ 33,880 $ 99,924 $ 89,110 Other comprehensive income (loss), net of income taxes: Unrealized gain (loss) on translating financial statements of self- sustaining foreign operations (15,822) (5,868) (41,374) 17,432 Loss on translating financial statements of self-sustaining foreign operations transferred to net income in the current period - - 678 - Gain (loss) on hedges of unrealized foreign currency translation 3,460 (1,757) 6,948 (3,975) Income tax benefit (expense) (592) 300 (1,189) 678 ---------- ---------- ---------- ---------- Unrealized foreign currency translation gain, net of hedging activites (12,954) (7,325) (34,937) 14,135 ---------- ---------- ---------- ---------- Unrealized loss on available-for-sale financial assets arising during the period - (959) (336) (1,870) Unrealized loss on available-for-sale financial assets transferred to net income in the current period - - 336 1,498 Income tax expense transferred to net income in the period - - - 253 ---------- ---------- ---------- ---------- Change in unrealized loss on available-for-sale financial assets - (959) - (119) ---------- ---------- ---------- ---------- Gain on derivatives designated as cash flow hedges - - - - Income tax expense - - - - Gain on derivatives designated as cash flow hedges in prior periods transferred to net income in the current period - - - (1,508) Income tax expenses transferred to net income in the current period - - - 512 ---------- ---------- ---------- ---------- Change in loss on derivatives designated as cash flow hedges - - - (996) ---------- ---------- ---------- ---------- (12,954) (8,284) (34,937) 13,020 ---------- ---------- ---------- ---------- Comprehensive income $ 20,793 $ 25,596 $ 64,987 $102,130 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ShawCor Ltd. Notes to the Consolidated Financial Statements (Unaudited)

(in thousands of Canadian Dollars, except per share amounts, unless otherwise stated)

1. Accounting policies

The accompanying unaudited interim consolidated financial statements of ShawCor Ltd. (the "Company") have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") for the preparation of interim financial statements. They do not include all of the information and disclosures required by GAAP for annual consolidated financial statements. Except as noted below, these unaudited interim consolidated financial statements have been prepared in accordance with accounting policies outlined in the Company's audited consolidated financial statements for the year ended December 31, 2008. Accordingly, the unaudited interim consolidated financial statements should be read in conjunction with the Company's annual consolidated financial statements.

a) Goodwill and Intangible Assets

Change in Consolidated Balance Sheets: As at As at December 31, December 31, 2008 2007 ------------------------------------------------------------------------- Increase in inventories $ 1,678 $ 2,501 Decrease in other assets (3,285) (5,067) Increase in future taxes 484 770 --------------------------- Decrease in total assets $ (1,123) $ (1,796) --------------------------- --------------------------- Future income taxes $ - $ - Decrease in retained earnings (1,123) (1,796) --------------------------- Decrease in total liabilities and shareholders' equity $ (1,123) $ (1,796) --------------------------- --------------------------- Change in Consolidated Statement of Income: Three Months Nine Months Ended Ended September 30, September 30, 2008 2008 ------------- ------------- Increase (decrease) in cost of goods sold $ (1,829) $ 4,731 Increase (decrease) in income taxes 549 (1,419) ------------- ------------- Increase (decrease) in income from continuing operations $ 1,280 $ (3,312) ------------- ------------- ------------- ------------- Increase (decrease) in net income $ 1,280 $ (3,312) ------------- ------------- ------------- ------------- Earnings per share Basic Continuing operations $ 0.02 $ (0.04) Total $ 0.02 $ (0.04) Diluted Continuing operations $ 0.01 $ (0.04) Total $ 0.01 $ (0.04)

The following is a description of the revised accounting policy adopted by the Company as a result of implementing this accounting change:

b) Credit Risk and the Fair Value of Financial Assets and Financial Liabilities

2. Stock-based compensation

The Board of Directors approved the granting of 520,200 stock options during the nine months ended September 30, 2009 under the 2001 Employee Plan (the "Plan"). The total fair value of the stock options granted during the nine months ended September 30, 2009 was $2.6 million (2008 - $4.1 million) and the weighted average fair value of the options was $5.63 (2008 - $10.54), calculated using the Black-Scholes pricing model with the following assumptions:

2009 2008 ------------- ------------- Expected life of options 6.25 years 6.25 years Expected stock price volatility 34.79% 29.30% Expected dividend yield 1.41% 0.75% Risk-free interest rate 2.60% 3.68%

The fair value of options granted under the Plan will be amortized to compensation expense over the 5 year vesting period of options. The compensation cost from the continuing amortization of granted stock options for the three and nine months ended September 30, 2009, included in selling, general and administrative ("SG&A") expenses, was $772 thousand and $2.4 million, respectively ($836 thousand and $2.5 million, for the three and nine months ended September 30, 2008, respectively).

3. Employee future benefits

The Company's cost under both defined benefit and defined contribution arrangements included in selling, general and administrative expenses for the three and nine months ended September 30, 2009 was $2.1 million and $7.0 million, respectively ($2.5 million and $7.3 million, for the three and nine months ended September 30, 2008, respectively).

4. Discontinued operations

On November 2, 2004, the Company announced its decision to close the Mobile, Alabama pipe coating facility (the "Mobile Facility") and by December 31, 2005, operations at the Mobile Facility had ceased. The Company adopted discontinued operation accounting treatment for the Mobile Facility in 2005. The Mobile Facility was part of the Pipeline and Pipe Services market segment.

The following table summarizes the financial results and cash flows from discontinued operations for the three and nine months ended September 30, 2009 and 2008 and the assets and liabilities as of those dates:

Three Months Ended Nine Months Ended September 30, September 30, --------------------- --------------------- 2009 2008 2009 2008 ---------- ---------- ---------- ---------- Revenue $ - $ - $ - $ - ---------- ---------- ---------- ---------- Income (loss) from operations 57 (35) 371 17,052 Interest expense - - - ---------- ---------- ---------- ---------- Income (loss) from discontinued operations before income taxes 57 (35) 371 17,052 Income tax recovery (expense) - (47) - (6,650) ---------- ---------- ---------- ---------- Income (loss) from discontinued operations $ 57 $ (82) $ 371 $ 10,402 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Cash flow used in operating activities $ 739 $(37,638) $ 1,416 $(33,702) Cash flow from (used in) investing activities - - - - ---------- ---------- ---------- ---------- Cash flow from (used in) operating activities $ 739 $(37,638) $ 1,416 $(33,702) ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Current assets $ 10,815 $ 10,374 Property, plant and equipment, net $ - $ - Current liabilities $ 59 $ 1,231 5. Cash and cash equivalents September 30, December 31, 2009 2008 ------------- ------------- Cash $ 88,216 $ 78,932 Cash equivalents 35,155 - ------------- ------------- $ 123,371 $ 78,932 ------------- ------------- ------------- ------------- 6. Intangible assets September 30, December 31, 2009 2008 Restated- Note 1 ------------- ------------- Cost Intellectual property with limited life $ 57,576 $ 57,576 Intangible assets with limited life 9,547 8,847 Intangible assets with indefinite life 1,931 1,931 ------------- ------------- $ 69,054 $ 68,354 ------------- ------------- Accumulated amortization 5,175 1,902 ------------- ------------- $ 63,879 $ 66,452 ------------- ------------- ------------- -------------

Intellectual property represents the costs of certain technology and know-how and patents obtained in acquisitions. Intangible assets include trademarks, brand names and customer relationships obtained in acquisitions.

7. Other assets September 30, December 31, 2009 2008 Restated- Note 1 ------------- ------------- Long-term investment $ 24 $ 360 Long-term prepaid expenses 4,424 5,931 Long-term notes receivable 4,068 - Accrued employee future benefit asset 5,175 6,733 ------------- ------------- $ 13,691 $ 13,024 ------------- ------------- ------------- -------------

Long-term investment as of September 30, 2009 represents an investment in Garneau Inc., a Canadian-based, publicly traded pipe coating company. The Company has reviewed the 2008 financial performance of Garneau, as outlined in its public filings, and the protracted decline in its share price and has concluded that the decrease in fair value, based on quoted market prices, of the investment from original cost is other than temporary. The Company has recorded a charge to SG&A expense, in the financial and corporate segment, during the three and nine months ended September 30, 2009 of $nil and $336 thousand, respectively ($nil and $1.5 million for the three and nine months ended September 30, 2008, respectively).

Long-term notes receivable as of September 30, 2009 relates to amount advanced by the Company to an external party to support the construction of port facilities at a Bredero Shaw plant location in Kabil, Indonesia.

8. Bank indebtedness and Long-term debt

As of September 30, 2009, the Company had total operating credit lines of $259.0 million ($293.5 million as of December 31, 2008), of which $73.0 million has been drawn for various standby letters of credit for performance, bid and surety bonds ($81.5 million as of December 31, 2008), to yield unutilized credit facilities of $186.0 million ($198.0 million as of December 31, 2008), excluding the Company's proportionate share of the bank indebtedness of its joint venture, Arabian Pipecoating Company Limited of $nil ($15.4 million as of December 31, 2008).

Under the terms of the Company's 5.11% Senior Notes ("Senior Notes"), the Company is required to repay the Senior Notes in three equal annual installments of USD$25 million. On June 30, 2009, the Company made the first repayment of $28.7 million ("Repayment") using the current exchange rate. The Repayment was funded by USD$25.0 million that was permanently repatriated from the Company's U.S. dollar based operations ("Repatriation"). The Repatriation gave rise to a net foreign exchange loss of $678 thousand and was transferred from accumulated other comprehensive income to the consolidated statement of income during the second quarter of 2009. As at September 30, 2009, $53.6 million was outstanding under the Senior Notes, of which $27.0 million has been classified as current portion of long-term debt.

9. Other non-current liabilities September 30, December 31, 2009 2008 ------------- ------------- Non-current asset retirement obligations (note 10) $ 6,024 $ 6,680 Accrued employee future benefit obligations 4,827 3,298 Long-term capital leases 597 0 ------------- ------------- $ 11,448 $ 9,978 ------------- ------------- ------------- ------------- 10. Assets retirement obligations September 30, December 31, 2009 2008 ------------- ------------- Balance, at beginning of year $ 22,606 $ 14,082 Liabilities settled in year (2,243) (891) Liabilities incurred in year - 8,675 Revisions to cash flow estimates 1,190 - Accretion expense 845 703 Translation of self-sustaining foreign operations 83 37 ------------- ------------- $ 22,481 $ 22,606 ------------- ------------- ------------- -------------

Asset retirement obligations are included in the consolidated balance sheets as follows:

September 30, December 31, 2009 2008 ------------- ------------- Accounts payable and accrued liabilities $ 16,457 $ 15,926 Other non-current liabilities 6,024 6,680 ------------- ------------- $ 22,481 $ 22,606 ------------- ------------- ------------- -------------

The total undiscounted cash flows which are estimated to be required to settle all asset retirement obligations is $25.4 million ($24.0 million as of December 31, 2008) and the credit-adjusted risk-free rates at which the estimated cash flows have been discounted range between 5.11% and 7.0%.

11. Capital stock

The following shares were outstanding as of September 30, 2009 and December 31, 2008:

(in thousands of Canadian dollars September 30, December 31, except number of shares information) 2009 2008 ------------- ------------- Number of shares: Class A Balance, begining of the period 57,358,537 58,234,570 Issued - stock options 76,880 113,234 Conversions Class B to Class A - 17,933 Purchase - normal course issuer bid - (1,007,200) ------------- ------------- Balance, end of the period 57,435,417 57,358,537 ------------- ------------- Number of shares: Class B 13,060,209 13,060,209 ------------- ------------- Total number of shares 70,495,626 70,418,746 ------------- ------------- ------------- ------------- Stated value: Balance, begining of the period $ 201,070 $ 202,248 Issued - stock options 1,301 1,763 Conversions Class B to Class A - 1 Purchase - normal course issuer bid - (3,518) Compensation cost on exercised options 297 576 ------------- ------------- Balance, end of the period 202,668 201,070 ------------- ------------- Stated value: Class B 1,003 1,003 ------------- ------------- Total stated value $ 203,671 $ 202,073 ------------- ------------- ------------- -------------

During the nine months ended September 30, 2009, the Company repurchased and cancelled nil Class A Subordinated Voting Shares (2,574,600 during the nine months ended September 30, 2008) under the terms of a Normal Course Issuer Bid. The excess of cost over stated capital of the acquired shares, which for the nine months ended September 30, 2009 totaled $nil ($20.0 million for the nine months ended September 30, 2008), was charged to retained earnings.

12. Contributed surplus Three Months Ended Nine Months Ended September 30, September 30, --------------------- --------------------- 2009 2008 2009 2008 ---------- ---------- ---------- ---------- Balance, beginning of period $ 15,958 $ 12,924 $ 14,512 $ 11,729 Stock compensation expense (note 2) 772 836 2,394 2,529 Fair value of stock options exercised (120) (74) (296) (572) ---------- ---------- ---------- ---------- Balance, end of period $ 16,610 $ 13,686 $ 16,610 $ 13,686 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 13. Accumulated other comprehensive loss September 30, December 31, 2009 2008 ------------- ------------- Unrealized foreign currency translation lossses, net of hedging activities $ (120,477) $ (85,540) Unrealized loss on available-for-sale financial asset - - ------------- ------------- Gain on derivatives designated as cash flow hedges $ (120,477) $ (85,540) ------------- ------------- ------------- ------------- 14. Stock option plans

A summary of the status of the Company's stock option plans and changes during the period are presented below:

September 30, 2009 December 31, 2008 --------------------------- --------------------------- Weighted Weighted Average Average Exercise Exercise Total Shares Price Total Shares Price ------------- ------------- ------------- ------------- Balance outstanding, beginning of period 2,470,466 $ 19.14 2,173,980 $ 17.24 Granted 520,200 15.70 428,600 30.03 Exercised (76,880) 16.93 (113,234) 15.56 Forfeited (64,640) 22.00 (16,880) 19.24 Expired - - (2,000) 15.94 ------------- ------------- ------------- ------------- Balance outstanding, end of period 2,849,146 $ 18.84 2,470,466 $ 19.14 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Options Outstanding Options Exercisable ------------------------------------------------- ----------------------- Weighted average Outstanding remaining Weighted Exercisable Weighted Range of as at contractual average at average exercise September life exercise September exercise prices 30, 2009 in years price 30, 2009 price ------------ ----------- ----------- ----------- ----------- ----------- $10.00 to $15.00 469,326 3.66 $12.64 469,326 $12.64 $15.01 to $20.00 1,593,100 6.11 $16.45 911,988 $16.78 $20.01 to $25.00 50,000 6.46 $21.11 25,600 $20.96 $25.01 to $30.00 706,720 7.79 $27.66 206,360 $26.83 $30.01 to $35.00 30,000 8.26 $31.77 6,000 $31.77 ----------- ----------- 2,849,146 1,619,274 ----------- ----------- ----------- ----------- Options Outstanding Options Exercisable ------------------------------------------------- ----------------------- Weighted average Outstanding remaining Weighted Exercisable Weighted Range of as at contractual average at average exercise December life exercise December exercise prices 31, 2009 in years price 31, 2009 price ------------ ----------- ----------- ----------- ----------- ----------- $10.00 to $15.00 474,966 4.41 $12.63 444,486 $12.73 $15.01 to $20.00 1,181,100 5.41 $16.84 791,304 $16.77 $20.01 to $25.00 40,000 6.50 $20.90 18,400 $21.03 $25.01 to $30.00 744,400 8.54 $27.62 69,560 $25.02 $30.01 to $35.00 30,000 9.01 $31.77 - $0.00 ----------- ----------- 2,470,466 1,323,750 ----------- ----------- ----------- ----------- 15. Financial instruments and financial risk management a) Categories of Financial Assets and Financial Liabilities

Under GAAP, financial instruments are classified into one of the following categories: held-for-trading, held-to-maturity investments, loans and receivables, available-for-sale financial assets, derivatives and other financial liabilities. The Company has classified its financial instruments as follows:

September 30, December 31, 2009 2008 ------------- ------------- Financial assets: Held for trading, measured at fair value Cash $ 88,216 $ 78,932 Short-term investments $ 1,202 $ - Held to maturity, recorded at amortized cost Cash equivalents $ 35,155 $ - Loans and receivables, recorded at amortized cost Accounts receivable $ 235,140 $ 307,933 Taxes receivable $ 13,542 $ 9,261 Long-term notes receivable $ 4,068 $ - Available for sale, measured at fair value Long-term investments $ 24 $ 360 Derivatives, measured at fair value Derivative financial instruments $ 1,674 $ 523 Financial liabilites: Other liabilities, recorded at amortized cost Bank indebtedness $ - $ 15,418 Accounts payable and accrued liabilities $ 151,303 $ 193,675 Taxes payable $ 65,827 $ 53,405 Current portion of long-term debt $ 27,015 $ 30,672 Long-term debt $ 26,666 $ 60,554 Derivatives, measured at fair value Derivative financial instruments $ 178 $ 2,049

Short-term investments have been classified as held for trading and carried at fair value, based on quoted market prices with changes in those fair values recognized in net income.

The Company has determined the estimated fair values of its financial instruments based on appropriate valuation methodologies; however, considerable judgment is required to develop these estimates. The fair values of the Company's financial instruments are not materially different from their carrying values.

b) Foreign Exchange Forward Contracts and Other Hedging Arrangements

The Company utilizes financial instruments to manage the risk associated with foreign exchange rates. The Company formally documents all relationships between hedging instruments and the hedge items, as well as its risk management objective and strategy for undertaking various hedge transactions.

The following table sets out the notional amounts outstanding under foreign exchange contracts, the average contractual exchange rates and the settlement of these contracts as of September 30, 2009:

c) Financial Risk Management

The Company's operations expose it to a variety of financial risks including: market risk (including foreign exchange and interest rate risk), credit risk and liquidity risk. The Company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company's financial position and financial performance. Risk management is the responsibility of Company management. Material risks are monitored and are regularly reported to the Board of Directors.

Foreign exchange risk

The majority of the Company's business is transacted outside of Canada through subsidiaries operating in several countries. The net investments in these subsidiaries as well as their revenue, operating expenses and non-operating expenses are based in foreign currencies. As a result, the Company's consolidated revenue, expenses and financial position, may be impacted by fluctuations in foreign exchange rates as these foreign currency items are translated into Canadian dollars. As of September 30, 2009, fluctuations of +/- 5% in the Canadian dollar, relative to those foreign currencies, would impact the Company's consolidated revenue, operating income from continuing operations and income from continuing operations for the three months then ended by approximately $13.1 million, $3.9 million and $2.7 million, respectively, prior to hedging activities. In addition, such fluctuations would impact the Company's consolidated total assets, consolidated total liabilities and consolidated total shareholders' equity by $52.9 million, $19.9 million and $33.0 million, respectively. The Company utilizes foreign exchange forward contracts to manage foreign exchange risk from its underlying customer contracts. The Company does not enter into foreign exchange contracts for speculative purposes.

The Company's Senior Notes and associated interest expense are denominated in U.S. dollars. Fluctuations in the exchange rate between the Canadian and U.S. dollar would impact the carrying value of the Senior Notes in terms of Canadian dollars as well as the amount of interest expense when translated into Canadian dollars. Effective July 3, 2003, the Company designated the Senior Notes as a hedge of a portion of its net investment in the Company's U.S. dollar based operations ("Net Investment"). On April 1, 2009, The Company de-designated USD$25.0 million of the hedge against the Net Investment. As a result, on April 1, 2009 the remaining balance of the Senior Notes of USD$50.0 million was hedged against the Net Investment. The de-designation gave rise to a $2.1 million foreign exchange gain during the second quarter of 2009, which was recognized in the consolidated statement of income. Foreign exchange gains and losses from the hedged portion of the Senior Notes are not included in the consolidated statement of income, but are shown in accumulated other comprehensive income. As of September 30, 2009, fluctuations of +/- 5% in the Canadian dollar, relative to the U.S. dollar, would impact the Company's accumulated other comprehensive income by $2.5 million for the three months then ended.

The objective of the Company's foreign exchange risk management activities is to minimize transaction exposures associated with the Company's foreign currency-denominated cash streams and the resulting variability of the Company's earnings. The Company utilizes foreign exchange forward contracts to manage this foreign exchange risk. The Company does not enter into foreign exchange contracts for speculative purposes. With the exception of the Company's U.S. dollar based operations, the Company does not hedge translation exposures.

Interest rate risk

The following table summarizes the Company's exposure to interest rate risk at September 30, 2009:

Fixed interest rate --------------------- Maturing Maturing Floating in one year after rate or less one year Total ---------- ---------- ---------- ---------- Financial assets Cash and cash equivalents $123,371 $ - $ - $123,371 Long-term notes receivable 4,068 - 4,068 ---------- ---------- ---------- ---------- Total $127,439 $ - $ - $127,439 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Financial liabilities Bank indebtedness $ - $ - $ - $ - Current portion of long-term debt 27,015 27,015 Long-term debt - - 26,666 26,666 ---------- ---------- ---------- ---------- Total $ - $ 27,015 $ 26,666 $ 53,681 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Weighted-average fixed rate of debt - 5.11% 5.11% ---------- ---------- ----------

The Company's interest rate risk arises primarily from its floating rate bank indebtedness and long-term notes receivable and is not currently considered to be material.

Credit risk

Credit risk arises from cash and cash equivalents held with banks, forward foreign exchange contracts, as well as credit exposure of customers, including outstanding accounts receivable. The maximum credit risk is equal to the carrying value of the financial instruments.

The objective of managing counter party credit risk is to prevent losses in financial assets. The Company is subject to considerable concentration of credit risk since the majority of its customers operate within the global energy industry and are therefore affected to a large extent by the same macroeconomic conditions and risks. The Company manages this credit risk by assessing the credit quality of all counter parties, taking into account their financial position, past experience and other factors. Management also establishes and regularly reviews credit limits of counter parties and monitors utilization of those credit limits on an ongoing basis.

The carrying value of accounts receivable are reduced through the use of an allowance for doubtful accounts and the amount of the loss is recognized in the income statement with a charge to selling, general and administrative expenses. When a receivable balance is considered to be uncollectible, it is written off against the allowance for doubtful accounts. Subsequent recoveries of amounts previously written off are credited against selling, general and administrative expenses. As at September 30, 2009, $11.6 million, or 5.1% of trade accounts receivable, were more than 90 days overdue, which is consistent with prior period aging analysis.

The following is an analysis of the change in the allowance for doubtful accounts for the nine months ended September 30, 2009 and 2008:

Nine Months Ended September 30, --------------------------- 2009 2008 ------------- ------------- Balance, beginning of period $ 6,237 $ 4,165 Bad debt expense 2,599 (1,015) Write-offs of bad debts (1,203) (3) Recovery of previously written-off amounts (413) - Impact of change in foreign exchange rates (131) 345 ------------- ------------- Balance, end of period $ 7,089 $ 3,492 ------------- ------------- ------------- ------------- Liquidity Risk

The Company's objective in managing liquidity risk is to maintain sufficient, readily available cash reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash and cash equivalents and through the availability of funding from committed credit facilities. As of September 30, 2009, the Company has cash and cash equivalents totaling $123.4 million ($78.9 million as of December 31, 2008) and has unutilized lines of credit available to use of $186.0 million ($198.0 million as of December 31, 2008). The following are the contractual maturities of the Company's financial liabilities as of September 30, 2009:

Less than 1 - 2 3 - 4 1 Year Years Years Thereafter Total ------------------------------------------------------ Accounts payable and accrued liabilities $127,790 $ 5,149 $ 377 297 $133,613 Asset retirement obligations 16,457 944 1,263 6,701 25,365 Bank indebtedness - - - - - Long-term debt 27,015 26,666 - - 53,681 Obligations under capital leases 111 580 226 18 935 Interest on obligations under capital leases 13 66 37 7 123 Interest on financial instruments 2,408 1,032 - - 3,440 Derivative financial instruments 139 39 - - 178 ------------------------------------------------------ Total $173,933 $ 34,476 $ 1,903 $ 7,023 $217,335 ------------------------------------------------------ ------------------------------------------------------ 16. Capital management

The Company defines capital that it manages as the aggregate of its shareholders' equity and interest bearing debt. The Company's objectives when managing capital are to ensure that the Company will continue to operate as a going concern and continue to provide products and services to its customers, preserve its ability to finance expansion opportunities as they arise, and provide returns to its shareholders.

As of September 30, 2009, total managed capital was $822.6 million ($839.2 million as of December 31, 2008), comprised of shareholders equity of $768.9 million ($732.5 million as of December 31, 2008), long-term debt of $26.7 million ($60.6 million as of December 31, 2008), current portion of long- term debt of $27.0 million ($30.7 million as of December 31, 2008) and bank indebtedness of $nil ($15.4 million as of December 31, 2008).

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions, the risk characteristics of the underlying assets and business investment opportunities. To maintain or adjust the capital structure, the Company may attempt to issue or re-acquire shares, acquire or dispose of assets, or adjust the amount of cash, cash equivalents, bank indebtedness or long-term debt balances. The Company's capital is not subject to any capital requirements imposed by any regulators; however, it is limited by the terms of its credit facility and long-term debt agreements. Specifically, the Company is required to maintain a Fixed Charge Coverage Ratio (Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") divided by interest expense) of more than 2.5 to 1 and a debt to total capitalization ratio of less than 0.45 to 1. The Company's capital structure at September 30, 2009 was within the parameters established by these agreements.

17. Segmented information

The Company classifies its operations into two general segments of the global energy industry: Pipeline and Pipe Services and Petrochemical and Industrial. Revenue and income (loss) from operations for the three and nine months ended September 30, 2009 and 2008, and goodwill and total assets as of those dates by segment are as follows:

Three Months Ended Nine Months Ended September 30, September 30, --------------------------- --------------------------- 2009 2008 2009 2008 Restated - Restated - note 1 note 1 ------------- ------------- ------------- ------------- Revenue Pipeline and Pipe Services $ 273,262 $ 323,347 $ 837,101 $ 838,125 Petrochemical and Industrial 29,916 34,246 89,334 108,968 Intersegment Eliminations (366) (344) (3,368) (1,369) ------------- ------------- ------------- ------------- $ 302,812 $ 357,249 $ 923,067 $ 945,724 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Income (loss) from operations Pipeline and Pipe Services $ 53,433 $ 52,971 $ 168,932 $ 119,339 Petrochemical and Industrial 2,092 5,170 4,625 16,561 Financial and Corporate (5,553) (5,826) (19,973) (15,477) ------------- ------------- ------------- ------------- $ 49,972 $ 52,315 $ 153,584 $ 120,423 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Goodwill Pipeline and Pipe Services $ 199,553 $ 194,039 Petrochemical and Industrial 18,759 18,032 ------------- ------------- $ 218,312 $ 212,071 ------------- ------------- ------------- ------------- Total assets Pipeline and Pipe Services $ 1,335,312 $ 1,237,465 Petrochemical and Industrial 75,848 81,907 Financial and Corporate 858,835 881,982 Elimination (1,133,368) (1,069,813) ------------- ------------- $ 1,136,627 $ 1,131,541 ------------- ------------- ------------- ------------- 18. Joint venture operations

The Company's joint venture operations have been accounted for through proportionate consolidation with the Company's share of each joint venture's assets, liabilities, revenue, expenses, net income and cash flows consolidated based on the Company's ownership position. The figures related to these joint ventures included in the Company's consolidated financial statements are summarized as follows:

Three Months Ended Nine Months Ended September 30, September 30, --------------------------- --------------------------- 2009 2008 2009 2008 Restated - Restated - note 1 note 1 ------------- ------------- ------------- ------------- Revenue $ 13,160 $ 44,728 $ 47,737 $ 82,693 Operating and other expenses 12,403 30,738 38,522 62,077 Net income before income taxes 757 13,990 9,215 20,616 Provision for taxes 390 4,172 2,161 5,393 ------------- ------------- ------------- ------------- Net income $ 367 $ 9,818 $ 7,054 $ 15,223 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Cash provided by (used in): Operating activities $ (1,821) $ 6,297 $ 12,676 $ 11,701 Investing activities $ (528) $ (486) $ (2,360) $ (4,285) Financing activities $ 701 $ (4,448) $ (7,778) $ (7,320) Current assets $ 30,056 $ 40,310 Property, plant and equipment, net $ 13,131 $ 14,133 Goodwill $ 4,900 $ 4,681 Current liabilities $ 15,479 $ 25,327 Long-term Liabilities $ 1,290 $ 571 19. Earnings per share

The weighted average number of common shares for the purpose of the earnings per share calculations was as follows:

Three Months Ended Nine Months Ended September 30, September 30, --------------------------- --------------------------- 2009 2008 2009 2008 Restated - Restated - note 1 note 1 ------------- ------------- ------------- ------------- Basic Class A 57,403,761 57,834,682 57,379,823 57,943,554 Class B 13,060,209 13,077,909 13,060,209 13,077,909 ------------- ------------- ------------- ------------- Total 70,463,970 70,912,591 70,440,032 71,021,463 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Dilutive effect of stock options Class A 593,600 701,861 343,848 728,059 Class B - - - - ------------- ------------- ------------- ------------- Total 593,600 701,861 343,848 728,059 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Diluted Class A 57,997,361 58,536,543 57,723,671 58,671,613 Class B 13,060,209 13,077,909 13,060,209 13,077,909 ------------- ------------- ------------- ------------- Total 71,057,570 71,614,452 70,783,880 71,749,522 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- 20. Recent accounting pronouncements

On February 13, 2008, The Accounting Standards Board ("AcSB") confirmed that the use of International Financial Reporting Standards ("IFRS") will be required in Canada for publicly accountable profit-oriented enterprises for fiscal years beginning on or after January 1, 2011 and the Company will be required to report using IFRS beginning on this date. The Company has begun the process of evaluating the effect of and the planning for the transition to IFRS. The impact of the ultimate adoption of IFRS on the Company has not yet been finalized.

In January 2009, the AcSB issued the following new Handbook sections: 1582 - Business Combinations, 1601 - Consolidations, and 1602 - Non- Controlling Interests. These standards are effective January 1, 2011. The Company has not yet determined the impact of the adoption of these standards on its consolidated financial statements.

21. Comparative figures

Comparative figures have been reclassified from statements previously stated to conform to the presentation of the current year consolidated financial statements, and to show the effects of retrospective application of a new accounting policy (see note 1).

ShawCor Ltd.

CONTACT: Gary Love, Vice President, Finance and CFO, Telephone: (416)
744-5818, e-mail: glove@shawcor.com, website: http://www.shawcor.com/

ShawCor Declares Quarterly Dividend(TSX: SCL.A, SCL.B)

TORONTO, Nov. 3 /PRNewswire-FirstCall/ -- The Board of Directors today declared a dividend of seven cents (7.00 cents) per Class A Subordinate Voting Share and six and three hundred and sixty-four one thousandths cents (6.364 cents) per Class B Multiple Voting Share payable on the 30th day of November, 2009, to shareholders of record at the close of business on the 16th day of November, 2009.

For Canadian resident shareholders, these dividends are designated as "eligible dividends" for purposes of the enhanced dividend tax credit rules contained in the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation.

ShawCor will be hosting a Shareholder and Analyst Conference Call and Webcast on Wednesday, November 4th, at 10:00 AM ET, which will discuss the company's third quarter 2009 financial results.

Please visit our website at http://www.shawcor.com/ for further details.

ShawCor Ltd.

CONTACT: Gary S. Love, Vice President, Finance and CFO, Telephone: (416)
744-5818, e-mail: glove@shawcor.com, website: http://www.shawcor.com/

AMB Property Corporation(R) Leases 77,000 SF in Shanghai

SAN FRANCISCO, Nov. 3 /PRNewswire-FirstCall/ -- AMB Property CorporationÂ® , a leading global owner, operator and developer of industrial real estate, today announced it has leased approximately 77,000 square feet (7,100 square meters) of its AMB Jiuting Distribution Center facility in Shanghai to Bus Logistics, bringing the more than 376,000 square foot (approximately 35,000 square meter) facility to more than 97 percent leased.

Bus Logistics of Shanghai and Yamato Transport Co., Ltd. of Japan are joint venturing to establish a distribution network in east China. AMB Jiuting Distribution Center will serve as the joint venture's first distribution base in China.

"AMB Jiuting Distribution Center's strategic location enables Yamato (China) Transport Co., Ltd. to access new markets and tap into demand generated by the country's stimulus package," said Kecheng Liu, vice chairman of the board of Bus Logistics.

"Our development was designed and strategically located to facilitate the rapid movement of goods making it well suited for 3PL activity," said Ben Cornish, AMB's managing director, China. "AMB partnered with Yamato (China) Transport Co., Ltd. to ensure their real estate requirements were met as they expand their business and contribute to regional development."

AMB's Asia portfolio totals approximately 16.2 million square feet (1.5 million square meters) of operating and development properties. AMB's operating portfolio in China is now approximately 92 percent leased.

AMB Property Corporation.Â® Local partner to global trade.(TM)

AMB Property CorporationÂ® is a leading owner, operator and developer of global industrial real estate, focused on major hub and gateway distribution markets in the Americas, Europe and Asia. As of September 30, 2009, AMB owned, or had investments in, on a consolidated basis or through unconsolidated joint ventures, properties and development projects expected to total approximately 156.1 million square feet (14.5 million square meters) in 47 markets within 14 countries. AMB invests in properties located predominantly in the infill submarkets of its targeted markets. The company's portfolio comprises High Throughput DistributionÂ® facilities--industrial properties built for speed and located near airports, seaports and ground transportation systems.

AMB's press releases are available on the company website at http://www.amb.com/ or by contacting the Investor Relations department at +1 415 394 9000.

Some of the information included in this press release contains forward-looking statements, such as those related to the occupation of AMB Jiuting Distribution Center and demand for AMB's portfolio in Shanghai, which are made pursuant to the safe-harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future events. The events or circumstances reflected in forward-looking statements might not occur. You can identify forward-looking statements by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "pro forma," "estimates" or "anticipates" or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements are necessarily dependent on assumptions, data or methods that may be incorrect or imprecise and we may not be able to realize them. We caution you not to place undue reliance on forward-looking statements, which reflect our analysis only and speak only as of the date of this report or the dates indicated in the statements. We assume no obligation to update or supplement forward-looking statements. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: defaults on or non-renewal of leases by tenants or renewal at lower than expected rent or failure to lease at all or on expected terms, decreases in real estate values and impairment losses, our failure to obtain, renew or extend financing or re-financing, risks related to debt and equity security financings (including dilution risk), our failure to divest properties we have contracted to sell or to timely reinvest proceeds from any divestitures, failure to maintain our current credit agency ratings or comply with our debt covenants, international currency and hedging risks, financial market fluctuations, changes in general economic conditions, global trade or in the real estate sector, inflation risks, a downturn in the U.S., California or global economy, increased interest rates and operating costs or greater than expected capital expenditures, risks related to suspending, reducing or changing our dividends, our failure to contribute properties to our co-investment ventures, risks related to our obligations in the event of certain defaults under co-investment ventures and other debt, difficulties in identifying properties to acquire and in effecting acquisitions, our failure to successfully integrate acquired properties and operations, risks and uncertainties affecting property development, value-added conversions, redevelopment and construction (including construction delays, cost overruns, our inability to obtain necessary permits and public opposition to these activities), our failure to qualify and maintain our status as a real estate investment trust, risks related to our tax structuring, environmental uncertainties, risks related to natural disasters, changes in real estate and zoning laws, risks related to doing business internationally and global expansion, risks of opening offices globally, risks of changing personnel and roles, losses in excess of our insurance coverage, unknown liabilities acquired in connection with acquired properties or otherwise and increases in real property tax rates. Our success also depends upon economic trends generally, including interest rates, income tax laws, governmental regulation, legislation, population changes and certain other matters discussed under the heading "Risk Factors" and elsewhere in our annual report on Form 10-K for the year ended December 31, 2008.

AMB Property Corporation

CONTACT: Tracy A. Ward, Vice President, IR & Corporate Communications,
+1-415-733-9565, tward@amb.com, or Rachel E. M. Bennett, Director, Media and
Public Relations, +1-415-733-9532, rbennett@amb.com, both of AMB Property
Corporation

Web Site: http://www.amb.com/

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