Aston Martin Lagonda Regulatory News (AML)

28 July 2021

Aston Martin Lagonda Global Holdings plc

Interim results for the six months to 30 June 2021

 - Significantly improved performance, in line with expectations

- Revenues more than trebled and adjusted EBITDA improved by £138m vs. H1 2020

- Strong pricing dynamics for GT/Sport and >1,500 DBXs delivered

- Excellent progress with Project Horizon transformation plan

1 Number of vehicles including specials; 2 For definition of alternative performance measures please see Appendix; 3 Adjusting items are detailed in note 4 of the Interim Financial Statements

Financial highlights

· Wholesales[1] more than trebled to meet demand; delivered >1,500 DBXs representing over half of vehicles sold

- Q2 showed sequential improvement on Q1 and GT/Sports wholesales more than doubled year-on-year

· Revenue increased 242% to £499m largely due to substantial growth in wholesales and strong pricing dynamics as completed supply to demand rebalance for GT/Sport in Q1

· Adjusted EBITDA improved by £138m half-on-half to £49m with a 10% margin reflecting improved trading, Specials deliveries and some initial Project Horizon efficiencies and despite a £5m trade debtor write down in Q2 related to legal action as announced on 22 June; excluding this, Q2 adjusted EBITDA margin was 12%

- Reduced operating loss includes D&A increase due to expanded core range, non-repeat of £10m furlough credits in prior year and higher brand investment

· Positive cashflow from operations of £104m; Free cash outflow[2] of £44m, a £326m improvement year-on-year with controlled investment aligned to financial performance and business plan deliverables

· Improved cash position of £506m (December 2020: £489m) includes £77m gross proceeds from new notes issued in the period; Net debt of £792m (December 2020: £727m)

Project Horizon transformation well underway

· Delivering compelling products

- Successfully achieved rebalance of GT/Sport supply to demand in Q1, earlier than originally expected

- Good demand for current models; first DBX derivative to start production in Q3

- Vantage F1® edition attracting strong demand and V12 Speedster deliveries commenced

- Aston Martin Valkyrie on track for H2 deliveries; Valkyrie AMR Pro deliveries to start in Q4

- Successful launch of Valhalla hybrid supercar at British Grand Prix

- All Aston Martins to have an electrified powertrain option, either hybrid or battery electric by 2025/26 and 50% to be battery electric by 2030

· Focusing on customer and brand

- Aston Martin Cognizant Formula OneTM Team driving brand awareness

- Launched new class-leading configurator improving customer experience

- Strengthened regional management with external appointments

- Extended dealer network, in particular, in Europe

· Delivering operational excellence, agility and efficiency

- All sports manufacturing consolidated into one centre of excellence

- Completed shift to single line production at Gaydon

- Paint shop consolidation scheduled for completion post summer

- St Athan efficiency consolidation well underway

- Structure in place to operate at enhanced efficiency levels through H2

- Manufacturing operations not impacted by chip shortages, closely monitoring situation

· Building a performance driven culture

- Profit, cash and quality metrics embedded in whole company bonus plan

- Experienced luxury and automotive executives appointed to the Board

§ Amedeo Felisa (former CEO of Ferrari), Natalie Massenet DBE (founder of Net-a-Porter), Marigay McKee (former President of Saks Fifth Avenue) and Franz Reiner (current Mercedes-Benz AG executive)

- 38% of Board members (Executives and Independent Non-Executives) are now female

- Leadership team boosted including new Heads of Sales Operations & Network Development, Marketing & Communication, and Quality

- Employee survey shows pride in working for the Company and strong teamworking

Lawrence Stroll, Executive Chairman commented:

"When I joined Aston Martin just over a year ago, I had in mind key milestones that needed to be achieved to put the right foundations in place for the Company's future success. These have all been delivered, from appointing a world-class leadership team, to successfully rebalancing supply to demand and crucially strengthening the financial resilience of the business. Signing the landmark technology agreement with Mercedes-Benz AG underpins our product plans for the future, including the route to electrification. All supported by the important brand benefit of the Aston Martin Cognizant Formula OneTM Team.

It also gave me great pleasure to announce the further strengthening of our Board with the appointment of Amedeo Felisa, Natalie Massenet DBE, Marigay McKee and Franz Reiner earlier this month. With this last step in my initial turnaround plan completed I remain tremendously excited about the significant potential of the business.

Building on the success of DBX, our first SUV, we have since delivered two more new vehicles and with more exciting product launches to come we are well positioned for growth. The launch of Valhalla last week signals a new era for Specials at Aston Martin as an integral pillar of our brand and our product innovation.

The demand we see for our products, the new product pipeline and the quality of the team we have in place to execute, gives me great confidence in our continued success as we progress towards achieving our medium-term targets of 10k units, £2bn revenue and £500m of adjusted EBITDA, as we transform Aston Martin to be one of the greatest ultra-luxury car brands in the world."

Tobias Moers, Chief Executive Officer commented:

"We have performed well in the first half of the year as we continue to deliver results in-line with our plans to improve profitability. Demand and pricing dynamics remain strong and I am particularly pleased that we are now operating with the right supply to demand balance for our products, earlier than we had originally expected.

I am also happy with our excellent progress on Project Horizon as we drive efficiency and agility throughout every aspect of the Company. Our manufacturing operations have seen significant changes with the consolidation of all sports manufacturing into a centre of excellence at Gaydon and a shift to a more efficient single production line. Our technical teams are focused on developing our future pipeline of compelling products, from the recently announced Aston Martin Valkyrie AMR Pro, the ultimate no rules hypercar, due to start delivery in Q4, to Valhalla, our first plug-in hybrid, mid-engined supercar as we embark on our journey from combustion to hybrid to electric.

I would like to thank all of our employees for their hard work and their dedication as COVID-19 continues to impact all of us and for their passion, support and commitment as we continue on our journey. Our good progress to date in the execution of our plans as signalled by our results today, underpins our confidence in delivering our transformational growth strategy to create a world-class, self-sustaining ultra-luxury automaker."

Outlook

The progress we have made to improve the profitability of the business in the first half, underpins our confidence in delivering our medium-term plans and targets. By 2024/25:

- c.10,000 wholesales, c.£2bn revenue and c.£500m adjusted EBITDA

- Annual capex and R&D £250m-£300m

The uncertainty surrounding the duration and impact of the pandemic on the global economy continues, with the pace of emergence from lockdown and recovery in consumer demand varying significantly across geographies. However, with H1 trading in-line with our expectations and good forward visibility for both GT/Sport and DBX, our expectations and guidance for 2021, remain substantially unchanged except for allowing for the £15m impact from the legal action we announced on 22 June:

- Wholesales c. 6,000

- Adjusted EBITDA margin mid-teens %, prior to the £15m impact of legal action, of which, £5m doubtful debt provision recognised in H1 2021

§ Adjusted EBITDA is expected to be heavily weighted to the second half and particularly Q4 given the timing of Specials

- CAPEX and R&D c. £250m-£275m

- Depreciation and amortisation c.£255m-£265m reflecting programme timing (previously c.£240m-£250m)

- Interest costs[3] c. £135m (P&L) / c.£120m (cash) updated to reflect current exchange rates (previously c.£145m (P&L)/c. £120m (cash))

All metrics and commentary in this announcement exclude adjusting items unless stated otherwise and certain financial data within this announcement have been rounded.

Enquiries

Investors and Analysts

Charlotte Cowley Director of Investor Relations +44 (0)7771 976764

charlotte.cowley@astonmartin.com

Brandon Henderson Senior Manager, Investor Relations +44 (0)7585 326704

brandon.henderson@astonmartin.com

Media

Kevin Watters Director of Communications +44 (0)7764 386683

kevin.watters@astonmartin.com

Grace Barnie Corporate Communications Manager +44 (0)7880 903490

grace.barnie@astonmartin.com

Tulchan Communications

Harry Cameron and Simon Pilkington +44 (0)20 7353 4200

· Presentations from Tobias Moers, CEO and Ken Gregor, CFO are available on the corporate website from 7am and there will be a call for investors and analysts today at 08:30am. The conference call can be accessed live via the corporate website https://www.astonmartinlagonda.com/investors/calendar

· A replay facility will be available on the website later in the day

· Interim Results for the nine months to 30 September 2021 will be announced on 4 November 2021

No representations or warranties, express or implied, are made as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information presented or contained in this release. This release contains certain forward-looking statements, which are based on current assumptions and estimates by the management of Aston Martin Lagonda Global Holdings plc ("Aston Martin Lagonda"). Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Such statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from any expected future results in forward-looking statements. These risks may include, for example, changes in the global economic situation, and changes affecting individual markets and exchange rates.

Aston Martin Lagonda provides no guarantee that future development and future results achieved will correspond to the forward-looking statements included here and accepts no liability if they should fail to do so. Aston Martin Lagonda undertakes no obligation to update these forward-looking statements and will not publicly release any revisions that may be made to these forward-looking statements, which may result from events or circumstances arising after the date of this release.

This release is for informational purposes only and does not constitute or form part of any invitation or inducement to engage in investment activity, nor does it constitute an offer or invitation to buy any securities, in any jurisdiction including the United States, or a recommendation in respect of buying, holding or selling any securities. 

FINANCIAL REVIEW

Sales and revenue analysis

Note: Sport includes Vantage, GT includes DB11 and DBS, SUV includes DBX and Other includes prior generation models

Total wholesales more than trebled to 2,901 units, with DBX representing over half the mix and Sports delivering strong growth with good underlying retail demand; Q2 2020 was the most heavily impacted quarter from COVID-19 restrictions with both manufacturing facilities closed for the majority of the quarter and dealer operations severely impacted. 20 Specials were wholesaled including initial V12 Speedster deliveries.

Geographically, APAC saw the strongest growth, up over 400% in the half and accelerating to up over 700% in Q2 boosted by DBX, coupled with good demand for GT/Sports. The UK was heavily impacted by lockdown disruptions to dealer operations in Q1, though growth improved significantly in Q2.

Revenue by Category

First half revenues more than trebled to £499m (H1 2020: £146m), driven mainly by increased wholesales along with improved pricing.

The stronger pricing dynamics followed the completion of the rebalance of supply to demand for GT/Sports during Q1 2021. Substantially lower customer and retail financing support and improved residual values contributed to a sequential improvement in core ASP from £149k in Q1 to £151k in Q2 (H1 2021: £150k; H1 2020: £121k). Total ASP of £156k reflected the 20 Specials in the half compared with one in the prior year period (H1 2020: £124k).

The net £7m improvement in other revenue streams reflected dealers returning to more normal servicing operations than the prior year and lower brand and motorsport revenues, with low race car sales as expected.

Summary income statement and analysis

1 Excludes adjusting items; 2 Alternative Performance Measures are defined in the Appendix; 3 EPS has been restated in the comparative period to reflect the 20:1 share consolidation in December 2020;

Adjusted EBITDA was £138m higher than the prior year at £49m with a margin of 10% (H1 2020: £(89)m). This included a £5m trade debtor write down in Q2 related to legal action as announced on 22 June; excluding this short-term headwind, Q2 adjusted EBITDA margin was 12%.

The reduced operating loss of £38m (H1 2020: £159m loss) reflected:

- Strong revenue growth and some initial cost efficiencies from Project Horizon contributing to a gross margin of 29%, more than offsetting the non-repeat of c.£10m of furlough credits received in H1 2020;

- increased brand investment including the timing of F1TM-related expenses, given racing calendar shifts;

- higher depreciation and amortisation charges, up £28m on the prior year period, principally due to DBX which only started to ship in H2 2020 and reflected the Specials sold; and

- a £5m benefit to operating profit from exchange rate movements.

Adjusting operating items of £2m predominantly related to ERP implementation costs (H1 2020: £14m).

Net financing costs of £53m were down from £68m in the prior year. The charge reflected interest on the £1.1bn equivalent notes issued in October 2020 as part of the re-financing and the new £70m equivalent notes issued in February 2021. The net charge also included an FX benefit of £9m (H1 2020 included a £20m FX headwind) given the US dollar denomination of the notes and a £14m adjusting finance credit due to fair value movements of outstanding warrants (H1 2020: nil). The loss before tax was £91m (H1 2020: £227m loss).

The total effective tax rate for the period to 30 June 2021 was 22% which is higher than the prior period, principally due to brought forward deferred tax balances being remeasured at 25% (the substantively enacted UK corporation tax rate effective from April 2023) (H1 2020: 12%).

The total share count at 30 June 2021 was 115 million, giving an adjusted EPS of (85.3)p (H1 2020: (316.0)p). Note following the exercise of some warrants in July the total share count as at 28 July had increased to 116.2 million ordinary shares and outstanding warrants remain which may be exercised by warrant holders to subscribe for up to 5.0 million ordinary shares.

Cash flow and net debt

Net cash inflow from operating activities was £104m (H1 2020: £179m outflow), driven primarily by the improved trading performance of the business along with a working capital inflow of £62m (H1 2020: £86m outflow). The largest driver was a £40m receivables inflow as the build to order strategy normalised delivery cadence and a £9m decrease in inventory reflecting some of the operational efficiencies enacted during the half. The deposit balance increased £7m as new deposits more than offset the unwind from Specials delivered in the period.

Capital expenditure was £90m with investment focused on Vantage F1® Edition, the first DBX derivative, Specials and front-engine refreshes. Investment is expected to increase in the second half of the year, focusing on DBX derivatives and further development of the future product pipeline including full refreshes of front-engine products and the mid-engine programmes benefiting from the technology transfer.

Free cash outflow of £44m was significantly improved from the £371m outflow in the prior year and along with the cash movements detailed above, included a net cash interest payment of £57m.

Cash at 30 June 2021 of £506m included £77m gross proceeds from the new $98.5m note issuance completed in February (31 December 2020: £489m). Net debt was £792m, up from £727m at 31 December 2020.

With the exercise of some of the warrants attached to the second lien notes, the Company received cash of c.£13m in July. 

APPENDICES

Dealerships

Units

Note: Sports includes Vantage, GT includes DB11 and DBS, Other includes prior generation models such as Rapide AMR

Summary financials

Note: For definition of alternative performance measures please see Appendix and note 18 of the Interim Financial Statements; 1Numberof vehicles including specials

Summary cash flow statement

Alternative Performance Measure

Alternative performance measures

In the reporting of financial information, the Directors have adopted various Alternative Performance Measures ("APMs"). APMs should be considered in addition to IFRS measurements. The Directors believe that these APMs assist in providing useful information on the underlying performance of the Group, enhance the comparability of information between reporting periods, and are used internally by the Directors to measure the Group's performance.

· Adjusted operating loss is loss from operating activities before adjusting items

· Adjusted EBITDA removes depreciation, loss/(profit) on sale of fixed assets and amortisation from adjusted operating loss

· Adjusted operating margin is adjusted operating (loss)/profit divided by revenue

· Adjusted EBITDA margin is adjusted EBITDA (as defined above) divided by revenue

· Adjusted Earnings Per Share is loss after income tax before adjusting items, divided by the weighted average number of ordinary shares in issue during the reporting period

· Net Debt is current and non-current borrowings in addition to inventory financing arrangements, lease liabilities recognised following the adoption of IFRS 16, less cash and cash equivalents and cash held not available for short-term use

· Free cashflow is represented by cash (outflow)/inflow from operating activities plus the cash used in investing activities (excluding interest received) plus interest paid in the year less interest received.

Principal risks and uncertainties

The principal and emerging risks and uncertainties that could substantially affect the Group's business and results were previously reported on pages 35 to 37 of the 2020 Annual Report. Our Board and Management team have reassessed the risk environment in light of the ongoing Coronavirus pandemic and considered any new and emerging risks and opportunities.

Covid-19 continues to present significant uncertainty and the Group's Coronavirus Taskforce continued to meet throughout the six-month period to manage our response to the ongoing pandemic and the government's evolving guidance. The health, safety and well-being of our employees, associates, customers, and other stakeholders remains our priority and is at the forefront of our response. The Group has taken the following actions to mitigate the risks posed by Covid-19 during the period and these will continue into the second half of the year:

· Provided appropriate personal protective equipment to employees and implemented other measures in accordance with government guidance to create a safe working environment (e.g. enhanced cleaning regime, one-way traffic flow, 2m social distancing);

· Implemented on-site testing to ensure that employees are subject to lateral flow testing twice a week;

· Facilitated temporary working from home arrangements where feasible to reduce office density and minimise the risk of infection on site; and,

· Continued strict cost control measures to protect short-term liquidity.

The principal risks have been reassessed at the half-year, taking into consideration the impact of Covid-19 where appropriate. These risks are considered to be manageable and the general trend has been a reduction in overall risk exposure as a result of the significant actions taken by management over the last 12 months to address the challenges faced by increasing macro-economic and political uncertainty and to better position the business for the future. The significant changes to our risks are summarised below:

· Brexit uncertainty - removed from principal risks as the residual risk relating to potential supply chain disruption is incorporated within the supply chain risk.

· Competitive positioning - removed from principal risks as the risk factors associated with this have been incorporated within 'Damage to our brand image or reputation' and 'technological advancement' risks.

· New climate change risk;

· Increased potential impact of 'Macro-economic and political instability' as we consider there to be increased risk and uncertainty associated with the ongoing pandemic and a potential global third wave.

· Increased potential impact of 'Compliance with laws and regulations' to reflect increasing pressure to accelerate the transition to EV powertrains and reduce fleet emissions in the intervening period. The likelihood rating has been reduced as the Group is now compliant with the Corporate Governance Code requirements in relation to Board and governance committee composition.

· Reduced likelihood assessment of 'Damage to our brand image or reputation' to reflect the significant investment in the Aston Martin Cognizant Formula OneTM team to promote brand awareness globally and the start of delivery of the V12 Speedster and Vantage F1TM Edition to further enhance the reputation and credibility of the Group.

· Reduced likelihood assessment of 'Liquidity' as the Group's liquidity position has improved as a result of the capital raise, equity placing and refinancing activity undertaken in the previous 12 months combined with ongoing effective cost control and savings generated from the restructuring activity and efficiencies.

Aside from the above key changes the remaining principal risks and uncertainties that the Group faces for the second half of the year are consistent with those previously reported as summarised below:

Strategic risks 

Macro-economic uncertainty and political instability: The Group operates in many markets exposing us to unforeseen economic, regulatory, social, and political developments that could impact customer demand and profitability. The ongoing impact of the Coronavirus pandemic remains a significant risk to the global economy and adverse macro-economic conditions or country-specific changes to the operating, regulatory or political environment may lead to an unfavourable business climate. This could include explicit trade protectionism, differing tax or regulatory regimes, changing public sentiment, or reduced disposable incomes which could affect demand for our vehicles. If the post pandemic economic recovery is faster or more significant than expected then opportunities may arise to increase sales.

Damage to our brand image (luxury and exclusivity) or reputation: The Group's success depends on the preservation and enhancement of our brand and reputation with luxury consumers. Damage caused by any reason (e.g. poor customer experience, poor design, quality issues, late delivery) could significantly impact our ability to deliver planned volume growth. We promote brand awareness and identity through our marketing activity, leveraging the global reach of the Aston Martin Cognizant Formula OneTM Team. Successful rebalance of supply to demand combined with our return to a 'build to order' strategy is controlling supply to drive brand exclusivity. Investment in new technology combined with delivery of our three-pillar strategy, with the recent launch of the Valhalla, will further enhance the appeal of the brand and increase our customer base. Expansion of the European dealer network increases our presence in that key market.

Technological advancement: To remain competitive the Group needs to incorporate the latest technologies (e.g. electrification, active safety, connected car, autonomous driving) into its products and keep pace with the transition to electrified and lower emission powertrains. Strategic agreements with key suppliers provide access to technology that may otherwise be too costly to develop internally and the completion of the refinancing and capital raise activity in previous periods provides the funds to support planned development expenditure.

Climate change - The social and environmental sustainability of our operations, resilience of our supply chain and our ability to manage the impact of any potential climate change on our business model will be critical to the success of the Group over the long-term. Management are conducting a specific risk assessment during the second half of the year to address climate change physical and transition risks.

Operational risks 

Talent acquisition and retention: Competition for highly qualified employees remains intense in the industry. Our performance, operating results and future growth depend on our ability to attract, motivate, and retain talent with the appropriate level of expertise to deliver our strategy. The Group has strengthened its Executive and Senior Management leadership team and in Q2 conducted an employee engagement survey. We have also implemented a new flexible working policy as a result of the successful remote working practices that were deployed in response to the Covid-19 pandemic.

Programme delivery: Failure to deliver major programmes on time, within budget and to the right technical specification could jeopardise delivery of our strategy leading to adverse financial and reputational consequences. The Group employ Project Management teams to deliver significant programmes using our 'Mission' programme delivery governance methodology. We have relocated production for all sports cars (including Valkyrie and V12 Speedster) to the main production facility in Gaydon and assigned dedicated project delivery teams to manage these programmes through to completion.

Achieving target cost reductions: The Group's ability to achieve targeted cost reductions (e.g. material cost, fixed and variable marketing, fixed manufacturing) may be inhibited by its low volume strategy. Enhanced financial review controls have been implemented across the business to drive cost efficiency and reduction of discretionary spend. The ongoing transformation programme provides executive oversight of key cost performance indicators to ensure that status against target is being monitored and required action taken as necessary. Project Horizon continues to drive further operational efficiencies across the business.

Cybersecurity and IT resilience: The increasing threat of cyberattack presents risk to the availability, confidentiality and integrity of information and IT-supported operating systems. A cybersecurity breach could result in unplanned system outage, impacting core operations and / or result in a major data loss leading to reputational damage and financial loss. A robust technology environment is critical to the Group's success and operational resilience. The Group is investing in tools and resources to enhance the control environment and reduce the risk of core business operational disruption or major data loss. The implementation of a new ERP system, due to go-live in early 2022, will improve the operational resilience of our IT environment.

Supply chain disruption: The Group's exposure to this risk is adversely affected by Covid-19 due to the complex, global nature of the automotive supply chain and the increased likelihood of supply disruption in the current environment, as evident by recent semiconductor shortages within the automotive industry. Import / export logistics disruption may arise due to the increased administration required to support cross border shipments subsequent to the UK's withdrawal from the EU. Supply chain disruption could cause production stoppages, delays, quality issues and / or increased costs resulting in adverse operational and financial consequences for the Group. Management have deployed a number of measures to manage supply chain risk including comprehensive key supplier risk assessments, supplier performance monitoring, reviews of critical inventory quantities / re-order levels and identification of alternative sources of supply where appropriate.

Compliance risks 

Compliance with laws and regulations: The Group is subject to a broad range of national and regional laws and regulations which include vehicle emissions, fuel consumption, tariffs, safety and certification, competition, health and safety, data protection, corporate governance, employment and taxation. Changes to laws and regulations or a major compliance breach could have a material impact on the business. As emissions regulations become increasingly stringent the Group continues to invest in product portfolio expansion to accelerate its transition towards electrified powertrains. The Group also requires all employees to complete annual re-certification training in its Standards of Corporate Conduct to promote good business practice and compliance.

Financial risks

Liquidity: The Group's significant leverage and existing levels of debt may make it difficult to obtain additional debt financing should the need arise due to unforeseen economic shocks. Failure to collect planned deposits could place additional stress on the Group's liquidity. The Group's liquidity requirements arise primarily from its need to fund capital expenditure for product development and to service debt. Over the last 12 months the Group's liquidity has improved as a result of the capital raise, equity placing and refinancing activity and the financial resources continue to support its status as a going concern with current liquidity requirements being covered by existing liquidity and available financing instruments. The Group is also subject to foreign exchange risks and opportunities and manages its exposure in accordance with the Group Hedging Policy.

Impairment of capitalised development costs: The Group's balance sheet and income statement may be adversely impacted by an impairment in the carrying value of capitalised development costs. A significant reduction in vehicle lifecycle profitability could result in the need to impair the capitalised development intangible asset. Where potential impairment triggers are identified management perform assessments to evaluate the recoverability of capitalised development costs.

The risks and opportunities summarised above, linkage to the Group's strategy, and additional mitigating actions taken in respect of them, are explained and described in more detail on pages 35 to 37 of the 2020 Annual Report.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

1. The comparative period commencing 1 January 2020 and ending 30 June 2020 has been restated for the correction of an error as first reported in the Q3 results during 2020 - see note 2 for further details.

1. The comparative period ending 30 June 2020 has been restated for the correction of an error as first reported in the Q3 results during 2020. A restated opening balance as at 01 January 2020 has also been presented. See note 2 for further details.

CONSOLIDATED STATEMENT OF CASH FLOWS