Ukraine – Page 145 – NewzIntel.com

MIL-OSI: U.S. Commercial Drone Market Size Estimated to Reach a Value of $ 31 Billion By End of 2034

Source: GlobeNewswire (MIL-OSI)

PALM BEACH, Fla., Oct. 31, 2024 (GLOBE NEWSWIRE) — FN Media Group News Commentary – The commercial drone industry is witnessing rapid growth and transforming various sectors such as agriculture, delivery and logistics, and energy among others. Advancements in drone technologies have led to increased demand and utilization in industries such as filming, emergency response, construction, and real estate. Additionally, drone software solution providers and manufacturers are continuously innovating and upgrading their offerings to cater to diverse market needs. As governments establish regulatory frameworks, the integration of drones into industries is expected to accelerate. This, in turn, is likely to create lucrative opportunities for market expansion over the forecast period. A report from Grand View Research projected that the U.S. commercial drone market size is expected to grow at a compound annual growth rate (CAGR) of 9.1% through 2030. The report said: “Furthermore, favorable legislations and rising use of commercial drones by authorities in the U.S. is expected to attract various industries to utilize drones for different processes. Similarly, government authorities across the region are constantly working on framing new regulations for the commercial applications of drones. This is attributed to increased focus on the adoption of commercial drones due to their economic potential, while prioritizing the safety and security of the country. This, in turn, is anticipated to drive the U.S. commercial drone market growth over the forecast period.” Active Tech Companies in the markets today include ZenaTech, Inc. (NASDAQ: ZENA), AeroVironment, Inc. (NASDAQ: AVAV), Draganfly Inc. (NASDAQ: DPRO), Red Cat Holdings, Inc. (NASDAQ: RCAT), Safe Pro Group Inc. (NASDAQ: SPAI).

Fact.MR continued: “In addition, surveyors and engineers use drones to visualize the progress made in their construction projects by taking overhead images. Having a project overview leads to simplification of decision-making, thereby streamlining building site operations. Drones are now being used for several applications, ranging from surveillance, deployment in military operations, video recording, agriculture, and film & television. With this rise in drone applications, key players in the United States market are incorporating advanced technologies in drones. Increasing drone payload capacity and introducing drones for specific applications are anticipated to promote the profits of drone manufacturers. Furthermore, leading companies are also making drones with high-power motors. Home deliveries through drones have now become a reality with the help of retail and logistics organizations such as Amazon.”

ZenaTech Inc.’s (NASDAQ:ZENA) ZenaDrone Completes the First Phase of an IQ Nano Inventory Management Trial for Multinational Auto Parts Customer – ZenaTech, a technology company specializing in AI (Artificial Intelligence) drone solutions and enterprise SaaS (Software-as-a-Service) solutions, today announced that its subsidiary, ZenaDrone, has successfully completed the first phase of drone testing and 3D mapping, and is beginning the next phase of production of a paid trial for a multinational auto parts manufacturer. This production phase consists of flying automatic and fully autonomous flights of the IQ Nano drone in an inventory management application.

Testing took place over several months at ZenaDrone’s production facility in Sharjah, United Arab Emirates (UAE) to ensure the smooth operation of the inventory scanning application. The 3D mapping took place just recently at the customer’s site consisting of scanning and mapping the warehouse area to create a 3D map that automates the drone flight path and its operations while in production.

View video showing the IQ Nano in test flight here.

The production phase is set to begin imminently and will consist of the IQ Nano flying and reading product and component bar codes, collecting information for verification and integration with the customer’s inventory management and accounting systems.

“We look forward to the production phase and concluding a successful trial, proving the viability of the IQ Nano and enabling us to deliver our product to our customer. A successful trial also opens the potential to win additional business with this customer and to verifiably demonstrate IQ Nano’s utility for the benefit of attracting additional market interest. The revolutionary use of an indoor drone for productivity and cost savings value can be implemented across hundreds of warehouse facilities, turning a week-long activity like counting inventory into a day,” said CEO Shaun Passley, Ph.D. – Get the full details by visiting: https://www.financialnewsmedia.com/news-zena/

Additional Groundbreaking ZenaTech Inc. Developments this week include:

ZenaTech Enters the Drone Sensor and Components Market Establishing a New Taiwan Subsidiary to Win More US Defense Contracts for Its AI Drones – ZenaTech also announced it will establish a new company in Taiwan to manufacture drone sensors and components for use in the drone products produced by its subsidiary ZenaDrone. The new company, named Spider Vision Sensors Ltd., will ensure ZenaDrone’s products are compliant with the US National Defense Authorization Act (NDAA), an important requirement for the company to win more business with the US Military.

Spider Vision Sensors Ltd. will manufacture drone sensors, electronics, and components such LiDAR (Light Detection and Ranging), thermal, infrared, multi-spectral and hyper sensors, cameras, and PBCs (Printed Circuit Boards). Having in-house manufactured sensors and components will enable ZenaDrone to have a steady supply to fulfill customer orders and drone production needs at its Sharjah, UAE, and future Arizona-based drone manufacturing facilities. Taiwan was selected due to its size and skills as an electronics hub, and the availability of low-cost alternative components versus those from China. The new company is currently at the prototype stage, and the manufacturing facility is expected to be open in November.

“Establishing a drone sensor and components manufacturer in Taiwan will help bring our products to market faster and removes dependencies on any Chinese made electronics. This will position us to win more US military contracts via achieving Green UAS (Uncrewed Arial Systems) and Blue UAS certifications as an approved supplier,” said CEO Shaun Passley, Ph.D. Read this full release at: https://finance.yahoo.com/news/zenatech-enters-drone-sensor-components-113000155.html

Other recent developments in the technology industry include:

AeroVironment (NASDAQ: AVAV) recently successfully showcased the maritime prowess of its combat-proven JUMP® 20 uncrewed aircraft system (UAS) during the NATO REPMUS 2024 (Robotic Experimentation and Prototyping using Maritime Uncrewed Systems) exercise off the coast of Portugal. This dynamic demonstration reinforced JUMP 20’s advanced Intelligence, Surveillance, and Reconnaissance (ISR) capabilities, autonomously launching and landing on a moving vessel in rough seas, with conditions reaching sea state level 5 and winds over 20 kts.

The JUMP 20 also highlighted its multi-sensor mission versatility, seamlessly executing wide-area search and detection tasks. Its advanced Electro Optical and Mid-Wave Infrared (MWIR) turret automatically slewed to investigate identified targets without repositioning the platform, ensuring constant operational focus. Full-motion video was captured and later analyzed using AV’s cutting-edge computer vision technology, SPOTR-Edge™, enabling perception analysis using its robust library of object classifications, including persons, vehicles, and maritime vessels. Additionally, video from this event will further enhance the solution, making the JUMP 20 even more capable for future deployments by refining its object recognition and situational response capabilities.

Draganfly Inc. (NASDAQ: DPRO), an award-winning, industry-leading developer of drone solutions and systems, recently announced its participation in the upcoming Wings of Saskatchewan event in Regina, from October 30 to October 31, 2024. Draganfly will showcase its latest drone technology advancements, contributing to discussions on industry trends, safety, and regulatory considerations alongside key stakeholders in the aviation sector.

The Wings of Saskatchewan Conference, hosted by the Saskatchewan Aerial Applicators Association and the Saskatchewan Aviation Council, serves as a vital gathering for the aviation community. This year’s event will bring together leaders from both civil and commercial aviation sectors to discuss technological advancements, regulatory updates, and future trends within the industry.

Draganfly will emphasize the need for synergy across the aviation industry at the conference by addressing essential topics, including airspace safety and the regulatory challenges impacting the drone sector. This presentation will spotlight the benefits of enhanced communication and collaboration between fixed-wing, helicopter, and RPAS (Remotely Piloted Aircraft Systems) to promote safe, efficient, and integrated airspace management.

Red Cat Holdings, Inc. (NASDAQ: RCAT), a drone technology company integrating robotic hardware and software for military, government, and commercial operations, recently announced a new contract and order for 12 of its FlightWave Edge 130 Blue system from the Royal Australian Navy. The contract was secured through Criterion Solutions Pty Ltd., an Australian-based distributor of intelligence, surveillance, reconnaissance and information technology solutions.

FlightWave, an industry-leading provider of VTOL drone, sensor and software solutions was acquired by Red Cat in September 2024. The acquisition brought FlightWave’s flagship drone, the Edge 130 Blue into its family of low-cost, portable unmanned reconnaissance and precision lethal strike systems. FlightWave’s size, weight and vertical take off capabilities makes it ideal for maritime operations and littoral environments.

Safe Pro Group Inc. (NASDAQ: SPAI) recently shared a video highlighting the capabilities of the Company’s patent-pending SpotlightAI™ AI-powered demining solution presented by Amazon Web Services (AWS) at this year’s AWS Summit Washington, D.C. The video highlights AWS Partners in the AWS Partner Network (APN) featuring senior Safe Pro team members discussing how AWS’s hyper scalability and compute resources are enabling the Company to modernize demining efforts in Ukraine by utilizing AI-powered image analysis of drone-based imagery.

“Our inclusion in this year’s AWS Summit Washington, D.C. spotlights our continued success in locating thousands of landmines and unexploded ordnance currently scattered over thousands of hectares of land in Ukraine utilizing our AI-powered image analysis technology. AWS continues to provide us invaluable support as we work to harness the power of AI and AWS’s hyper scalability to modernize real world demining operations. Working with AWS, we have greatly enhanced our ability to provide leading humanitarian mine action organizations with powerful new tools that can improve their situational awareness as they execute their land clearance operations across Ukraine, expediting the release of land for agricultural and civilian use,” said Dan Erdberg, Chairman and CEO of Safe Pro Group Inc.

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The MIL Network –

January 25, 2025

MIL-OSI Global: US-Africa relations under Biden: a mismatch between talk and action

Source: The Conversation – Africa – By Christopher Isike, Director, African Centre for the Study of the United States, University of Pretoria

In his first year in office, US president Joe Biden committed to resetting US-Africa relations based on a doctrine of equal partnership.

He sent his secretary of state, Antony Blinken, to Kenya, Côte d’Ivoire and Nigeria. The visit was used to outline the administration’s policy outlook towards Africa. It laid the ground for the official US-Africa policy commitment that Blinken launched the following year in South Africa.

Since then, there have been high level engagements between the US and African countries to deepen ties. They included visits by top cabinet members of the administration: vice-president Kamala Harris, secretary of defence Lloyd Austin and treasury secretary Janet Yellen. First lady Jill Biden also came.

Biden hosted a well attended US-Africa Leaders Summit in Washington DC in December 2022. Kenyan president William Ruto paid a state visit to the White House in May.

Yet our view, which is based on years of studying and writing on US and Africa relations, is that the Biden administration has not fulfilled its commitment to resetting US-Africa relations based on an equal partnership. It hasn’t recognised Africa’s growing agency in international affairs.

We argue that there has been a mismatch between the rhetoric and practice of an equal partnership. For example, African leaders or the African Union were not consulted about the agenda of the 2022 US-Africa Leaders Summit. This was also the case with the US’s Africa strategy.

This reflects the traditional paternalistic relationship of the US with Africa.

Biden is due to visit Angola in December – his only African visit as president. A much more encouraging message of equal partnership would have been delivered if the US-Africa Leaders Summit, for example, had been held at the African Union headquarters in Ethiopia. Biden would have then been able to engage with African leaders in the continent early in his term.

A full diary of engagements

There are a number of positive indicators of Biden’s commitment to reset relations with Africa.

August 2022: The first tangible step was through the US Strategy Toward Sub-Saharan Africa. This presented a shift in emphasis from great power politics (vis-a-vis China and Russia in Africa) and Trump’s America First diplomacy, to one of mutual respect and partnership (at least on paper) under Biden.

Priorities included fostering open societies, delivering democratic and security dividends, advancing pandemic recovery and economic opportunity, and supporting the climate agenda.

December 2022: The US-Africa Leaders Summit in Washington DC was attended by 49 African leaders, three months after the release of the Africa strategy. The focus was on

strengthening ties with African partners based on principles of mutual respect and shared interests and values.

Biden pledged US$55 billion in investments until 2025 to advance goals that aligned with shared priorities. The US is said to have allocated 80% of said funds.

The US used the summit to formally announce its support for the African Union’s membership of the G20. This was realised when the AU officially joined the G20 as a permanent member in 2023.

November 2023: Biden hosted Angolan president João Lourenço at the White House on an official visit. They discussed cooperation on the economy, security, energy, transport, telecommunications, agriculture and outer space.

May 2024: Kenyan president William Ruto’s state visit was the first by an African leader in more than 15 years.

September 2024: US ambassador to the United Nations Linda Thomas-Greenfield announced US support for Africa getting two permanent seats on the UN security council.

Finally, Biden’s visit to Angola, set for the first week in December would be the first by a US president since 2015.

What’s gone wrong

It’s possible to see serious flaws in the US approach towards Africa set against the expectation of an equal partnership.

Firstly, the US has attempted to undermine African agency through its bid to pressure African countries to condemn Russia’s invasion of Ukraine. Many African countries chose non-alignment.

Secondly, the US championing two seats for Africa on the security council looks commendable on the surface. But the lack of veto power perpetuates power imbalances between Africa and the current permanent security council members – the US, France, the UK, Russia and China.

The question again is how equal the partnership is if Africa will be a junior member of the security council.

Thirdly, there has been a lack of joint agenda setting. African countries have made no input into US-Africa strategy or the US-Africa Leaders Summit.

Failing to consult African leaders, institutions and civil society on the continent’s own priorities reflects the same old practice of imposing priorities on African states. It looks like a continuation of the usual passing off of American national interests as African interests.

Fourthly, there have been challenges in implementing what’s set out in the US Strategy Toward Sub-Saharan Africa. These have included inadequate resource allocation.

Fifth, the Biden administration has used the Africa Growth and Opportunity Act (Agoa) as diplomatic leverage over African countries. For example, in October 2023 it announced the removal of Uganda, Niger, Gabon and Central African Republic from the beneficiaries. Earlier, the administration removed Ethiopia, Guinea, Mali and Burkina Faso. These countries were removed from Agoa for not complying with US human rights and political demands.

Between February and March 2024, the US Congress also considered the US-South Africa Bilateral Relations Bill, which risks South Africa’s exclusion from Agoa because of Pretoria’s position on the Israel/Palestine conflict.

Lastly, the fact that Biden is only visiting Africa in the last days of his presidency suggests Africa is not a priority. The fact that only one African head of state has been afforded a state visit to Washington reinforces this thinking.

If the US is serious about equal partnership, it mustn’t treat Africa as an afterthought. It must always consult African states in shaping policies that affect them and the continent.

Ruth Kasanga, a postgraduate student in the Department of Political Sciences and Research Assistant at the African Centre for the Study of the United States, University of Pretoria, made contributions to this article.

Samuel Oyewole is affiliated with Federal University Oye-Ekiti, Nigeria.

Christopher Isike does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

– ref. US-Africa relations under Biden: a mismatch between talk and action – https://theconversation.com/us-africa-relations-under-biden-a-mismatch-between-talk-and-action-242307

MIL OSI – Global Reports –

January 25, 2025

MIL-OSI Global: Russia is meddling in politics in Georgia and Moldova – trying to do by stealth what it is doing by war in Ukraine

Source: The Conversation – UK – By Amy Eaglestone, PhD Candidate, University of Birmingham; Visiting Lecturer, Institute of Political Science, Leiden University

Recent votes in the former Soviet states of Georgia and Moldova have been dogged by interference from Russian-backed elements. Both countries had previously aspired towards closer ties with western Europe and future membership of the EU. And in both countries there is a strong suggestion of influence from Moscow that could jeopardise those aspirations.

The Moldovan government held a referendum on the country’s EU accession target for 2030 on October 20. Despite consistent polling suggesting that 60% of Moldovans support further integration, the referendum only passed by a slim majority of 50.4%.

On the same day, the first round of Moldova’s presidential election saw pro-European incumbent Maia Sandu secure 41% of the vote. This was insufficient for an outright win. Sandu now faces a run off against her closest rival, pro-Russian Alexandr Stoianoglo, who garnered 26% of the first vote.

In the run-off, Stoianoglo will be backed by the two other candidates, both them pro-Russian populists. This makes a Sandu reelection far from inevitable.

Meanwhile, in Georgia’s parliamentary elections on October 26, Georgian Dream won its fourth consecutive term with 54% of the vote, its best result to date. It will allow the pro-Russia party to retain control of the government and continue the process of pulling the country further away from Europe and towards closer ties with Moscow.

This is despite the fact that there has been consistently strong popular support for EU integration and growing dissatisfaction toward Georgian Dream’s increasingly pro-Russian policies.

The difference between public opinion as expressed by independent polling in both Moldova and Georgia and the outcomes of these votes has raised suspicions of interference. These suspicions have been further corroborated by international and domestic election monitoring organisations raising concerns that the elections were not entirely free and fair.

The pro-European camps in both Moldova and Georgia say Russia is behind this. There is a suggestion that these efforts are part of Russia’s multifaceted hybrid warfare. It’s a campaign aimed at destabilising these countries and hindering their European integration.

Russia has long manipulated domestic fears and grievances. The Kremlin and its agents have strong influence over media, civil society organisations and the orthodox church.

Both Moldova and Georgia also have a Russian military presence. In Moldova this is in the breakaway region of Transnistria, where there is a “peacekeeping force” of about 2,000 troops. Georgia has two pro-Russia breakaways making up 20% of the total land area of the country, Abkhazia and South Ossetia.

The war in Ukraine has also heightened concerns in both both countries about Moscow’s ambitions towards them. Georgia’s ruling Georgian Dream party campaigned for a closer relationship with Russia.

Its slogan, “No to war! Choose peace!” contrasted peace and alignment with Russia with being dragged into a war by the west. In Moldova opposition parties used similar rhetoric, calling for Russian protection and framing EU integration as a threat to national sovereignty. This resonated particularly among Russian-speaking populations.

Russia’s influencers have also escalated cultural tensions in both countries. In Moldova, Moscow-backed opposition groups have rallied conservative segments of society to fight against governments efforts to introduce EU-aligned anti-discrimination legislation.

Similarly, the Georgian Dream party introduced Russian-style anti-LGBTQ+ legislation in Georgia to appeal to the traditional family values of conservative and religious voters. By leveraging such issues, Russia has aimed to exploit people’s cultural concerns, to increase political polarisation, and to affect political choices.

Follow the money

But the most important way the Kremlin, or people associated with Russia, is interfering in the domestic politics of Georgia and Moldova is money. In the case of Moldova, fugitive pro-Moscow tycoon Ilan Shor (who lives in Moscow after being found guilty of fraud in Moldova) has been accused of bribery and helping orchestrate electoral fraud. Shor has denied any wrongdoing connected to the election.

Georgian banking and tech billionaire Bidzina Ivanishvili one of the country’s wealthiest oligarchs, founded Georgian Dream in 2012. He has been described in one article as “the man who bought a country”. With a fortune worth the equivalent of 25% of Georgia’s GDP, he is thought to wield an outsize influence in the country’s politics, influence he reportedly uses to “tilt the country towards Moscow” (although some say he primarily furthers his own interests).

Ivanishvili himself, announcing his return to mainstream politics in 2023 as the honorary chair of Georgian Dream, said the party’s role was to “protect our national identity, restore state sovereignty and territorial integrity, and transform Georgian into a high-income state till 2030 and bring it into the European Union”.

In the conditions in these countries, individuals’ vast resources can be used unchecked for political activities. The influx of funds disadvantages opposing parties, who don’t have access to similar financial backing. They have created a lopsided political environment that favours Russian-aligned candidates.

There is also a risk that informal or unchecked financing could also have funded election day irregularities. Reports of vote buying, ballot stuffing and violence at polling stations were observed in both countries.

In one incident in Moldova captured by the BBC, a woman from Transnistria, where people still hold Moldovan citizenship, was filmed openly inquiring where she should go to receive payment for her vote.

In Georgia, Ivanishvili’s influence allegedly extends to civil servants and the electoral commission as well as the judiciary, which rules on complaints of vote rigging. Claiming victory shortly after polls closed, Ivanishvili said: “It is a rare case in the world that the same party achieves such success in such a difficult situation.”

The exact impact of Russian interference remains difficult to prove. But the dramatic apparent shifts in electoral sentiment are highly suggestive. This kind of election interference opens the door for autocratic leaders to gradually dismantle democratic institutions.

This then allows them to enact further illiberal policies, such as the hated recent “foreign agents” law modelled after similar Russian legislation, which targets pro-democracy civil society organisations critical of the government.

Moldovans are now preparing to vote in the run-off election on November 3, which will determine the immediate future of the country and could affect its future relationship with Europe. Many Georgians, meanwhile – led by the country’s president, Salome Zourabichvili – have taken to the streets to protest what Zourabichvili has called the “total falsification” of the vote.

If she and Sandu are right, Russia – along with its supporters – appears to be trying to achieve, through this “hybrid warfare” in Georgia and Moldova, what it is striving for on the battlefield in Ukraine: regaining control over currently free nations that used to be Russia’s obedient satellites.

Amy Eaglestone does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

– ref. Russia is meddling in politics in Georgia and Moldova – trying to do by stealth what it is doing by war in Ukraine – https://theconversation.com/russia-is-meddling-in-politics-in-georgia-and-moldova-trying-to-do-by-stealth-what-it-is-doing-by-war-in-ukraine-242135

MIL OSI – Global Reports –

January 25, 2025

MIL-OSI United Kingdom: Putin’s illegal war on Ukraine is reckless and self-harming: UK statement at the UN Security Council

Source: United Kingdom – Executive Government & Departments

Statement by Fergus Eckersley, UK Minister Counsellor, at the UN Security Council meeting on threats to international peace and security.

Location:: United Nations, New York
Delivered on:: 31 October 2024 (Transcript of the speech, exactly as it was delivered)

Let me start with a basic fact. Western support for Ukraine’s self-defence is both legal and moral. Any support for Russia’s act of aggression, whether by Iran, DPRK or anyone else, is neither.

Russia calls these meetings to talk up the scale and costs of Western support for Ukraine, to try to undermine public support, and to claim the West is the aggressor. But their concerns should really be closer to home.

It is clear where President Putin’s priorities lie: defence and national security will consume over 40% of Russia’s entire federal spending next year – a post-Soviet record high, exceeding expenditure on healthcare, education, and the environment combined.

Let me repeat that: the Russian government is spending more on killing Ukrainians and trying to steal their land than it is on the health and education of its own people, and the environmental protection of its own territory, all put together.

It is reckless and it is self-harming.

It has fueled inflation, forced interest rates up to a 20-year high, and increased dramatically the cost of government, corporate and household borrowing.

As a consequence, Russia has become poorer than all G7 and EU countries on a per capita basis, including Eastern bloc states.

The more Russian capital is funneled into defence spending, the weaker the finances of the Russian economy, which will directly harm the livelihoods and futures of Russia’s own people.

The costs of Russia’s aggression go further. Not only is the Russian government finding it harder to recruit Russians to sacrifice their lives for its illegal war, they are also haemorrhaging human capital at home.

Russian citizens are leaving Russia at a rapid rate, especially high-skilled workers. 668,000 people left Russia in 2022, causing severe labour shortages. That’s in addition to the over 600,000 casualties on the battlefield in Ukraine. It’s no surprise that Russian economists have predicted these labour shortages are set to continue.

So Russia’s out-of-control defence spending is not only wholly unjustified; it is not only a recipe for misery and suffering in Ukraine; it is not only driving global instability– it is also hugely damaging to Russia itself.

We urge Russia to take a different path, and to bring to an end its illegal, unprovoked and self-harming invasion.

Until then, we will continue to provide Ukraine with the support it requires to defend itself and to secure a just and lasting peace in line with the UN Charter.

Published 31 October 2024

MIL OSI United Kingdom –

January 25, 2025

MIL-OSI Security: Defense News: The Department of the Navy is Establishing a Naval Strategic Studies Group (NSSG) Program

Source: United States Navy

The Department of the Navy is establishing a Naval Strategic Studies Group (NSSG) program in January administered by the DON Office of Strategic Assessment (OSA).

The NSSG will be modeled after the Strategic Studies Group created during the Cold War, which had a twofold mission to train future flag officers in strategic thinking and to conduct research on some of the DON’s most vexing strategic challenges.

The first cohort will include uniformed and civilian members from the Navy and Marine Corps. These plank-owners will conduct a capstone research project that advances Secretary of the Navy Carlos Del Toro’s strategic maritime statecraft initiative.

“I expect my seasoned, mid-grade officers to be brilliant on naval tactics and operations by the time they report for graduate education,” Del Toro said. “I need future flag and general officers who will think strategically about how to lead naval forces in an increasingly contested maritime domain and amidst intense economic, technological and military competition.”

The education in strategic studies the NSSG members will receive supports DON’s focus on reinvigorating the strategic workforce, under the Secretary’s enduring priority of building a culture of warfighting excellence.

Members’ research – focused on broad strategic challenges, rather than narrower problems already addressed by fleet experimentation on specific tactics or technologies – will support DON’s aim of strengthening maritime dominance.

“The Department of the Navy meets our nation’s maritime needs, both today and into the future. As the Office of Strategic Assessment builds a net assessment capability for the DON to understand the complex challenges we face, the Naval Strategic Studies Group will bring together a cohort of rising leaders who will address these challenges and build the strategic leadership skills to guide our Navy and Marine Corps in a dynamic and shifting global environment,” OSA Director Dr. Cara LaPointe said.

The chief of naval operations created the previous SSG in 1981 to tackle key strategic challenges related to the Cold War. Over time, the SSG’s focus evolved to reflect the needs of the Navy until 2016, when it was sundowned.

As the Department of the Navy returns to an era of competition, stakeholders have agreed on the need to amplify strategic leader education as the United States faces an increasingly complex web of threats that includes China, Russia, Iran and North Korea. In 2023 Secretary Del Toro released a Naval Education Strategy to guide investments to modernize naval schools and professional military education. The NSSG will focus students’ strategic leadership studies on DON’s most pressing strategic challenges for greater effect.

“Today we face a comprehensive maritime power in the Indo-Pacific, Russian aggression in Ukraine, and Houthi attacks in the Red Sea – all of which will shape our security environment for several decades,” Del Toro said. “A revitalized, Naval SSG will help the Department of the Navy engage with and look ahead of these trends with sufficient access, resources, and guidance from leadership.”

The first cohort will also tackle questions that will help shape the enduring NSSG program, including working with the Naval University System to deliver a world-class curriculum, and will be located in Washington, D.C.

Lt. Gen. Benjamin Watson, the commanding general of the Marine Corps Training and Education Command, said recent conflicts have reinforced the importance of having Marine Corps leaders at all levels who can outthink the enemy.

“Domains like information and cyber, along with the rise of non-state actors, don’t fit neatly into old frameworks. Our current operating environment demands nothing less than a renaissance in strategic thinking,” said Watson. “To stay ahead of our adversaries, we need to keep evolving—updating our training, sharpening our minds, and learning – not just observing – the lessons of contemporary conflict. The fight isn’t just on the battlefield anymore, and we need every Marine to possess the training, education, and intellectual agility to adapt and overcome.”

Vice Adm. Daniel Dwyer, Deputy Chief of Naval Operations for Operations, Plans, Strategy and Warfighting Development, agreed the Navy needs Sailors and civilians “with superb education and training, who are able to think, act and operate differently to ensure we can defeat our adversaries.”
“The establishment of the NSSG will enhance our culture of warfighting excellence and strengthen our maritime dominance by developing strategically minded warfighters who will be the future senior leaders of the service and will lead our Navy through uncertain times,” said Dwyer.

Del Toro established the Office of Strategic Assessment in October 2023 and tasked the office to reconstitute the strategic studies program to help rebuild the naval strategist community.

MIL Security OSI –

January 25, 2025

MIL-OSI: International Petroleum Corporation Announces Results of Normal Course Issuer Bid and Updated Share Capital

Source: GlobeNewswire (MIL-OSI)

International Petroleum Corporation (IPC or the Corporation) (TSX, Nasdaq Stockholm: IPCO) is pleased to announce that IPC repurchased a total of 66,800 IPC common shares (ISIN: CA46016U1084) during the period of October 28 to 31, 2024 under IPC’s normal course issuer bid / share repurchase program (NCIB).

IPC’s NCIB, announced on December 1, 2023, is being implemented in accordance with the Market Abuse Regulation (EU) No 596/2014 (MAR) and Commission Delegated Regulation (EU) No 2016/1052 (Safe Harbour Regulation) and the applicable rules and policies of the Toronto Stock Exchange (TSX) and Nasdaq Stockholm and applicable Canadian and Swedish securities laws.

During the period of October 28 to 31, 2024, IPC repurchased a total of 52,500 IPC common shares on Nasdaq Stockholm. All of these share repurchases were carried out by Pareto Securities AB on behalf of IPC.

For more information regarding transactions under the NCIB in Sweden, including aggregated volume, weighted average price per share and total transaction value for each trading day during the period of October 28 to 31, 2024, see the following link to Nasdaq Stockholm’s website:

www.nasdaqomx.com/transactions/markets/nordic/corporate-actions/stockholm/repurchases-of-own-shares

A detailed breakdown of the transactions conducted on Nasdaq Stockholm during the period of October 28 to 31, 2024 according to article 5.3 of MAR and article 2.3 of the Safe Harbour Regulation is available with this press release on IPC’s website: www.international-petroleum.com/news-and-media/press-releases.

During the same period, IPC purchased a total of 14,300 IPC common shares on the TSX. All of these share repurchases were carried out by ATB Capital Markets Inc. on behalf of IPC.

All common shares repurchased by IPC under the NCIB will be cancelled. During October 2024, IPC cancelled 506,400 common shares repurchased under the NCIB. As at October 31, 2024, the total number of issued and outstanding IPC common shares is 120,244,638 with voting rights and IPC holds 44,400 common shares in treasury.

Since December 5, 2023 up to and including October 31, 2024, a total of 8,024,582 IPC common shares have been repurchased under the NCIB through the facilities of the TSX and Nasdaq Stockholm. A maximum of 8,342,119 IPC common shares may be repurchased over the period of twelve months commencing December 5, 2023 and ending December 4, 2024, or until such earlier date as the NCIB is completed or terminated by IPC.

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

For further information, please contact:

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

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

This information is information that International Petroleum Corporation is required to make public pursuant to the Swedish Financial Instruments Trading Act. The information
was submitted for publication, through the contact persons set out above, at 17:30 CET on October 31, 2024.

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

All statements other than statements of historical fact may be forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, forecasts, guidance, budgets, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “forecast”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “budget” and similar expressions) are not statements of historical fact and may be “forward-looking statements”. Forward-looking statements include, but are not limited to, statements with respect to: the ability and willingness of IPC to continue the NCIB, including the number of common shares to be acquired and cancelled and the timing of such purchases and cancellations; and the return of value to IPC’s shareholders as a result of any common share repurchases.

The forward-looking statements are based on certain key expectations and assumptions made by IPC, including expectations and assumptions concerning: prevailing commodity prices and currency exchange rates; applicable royalty rates and tax laws; interest rates; future well production rates and reserve and contingent resource volumes; operating costs; our ability to maintain our existing credit ratings; our ability to achieve our performance targets; the timing of receipt of regulatory approvals; the performance of existing wells; the success obtained in drilling new wells; anticipated timing and results of capital expenditures; the sufficiency of budgeted capital expenditures in carrying out planned activities; the timing, location and extent of future drilling operations; the successful completion of acquisitions and dispositions and that we will be able to implement our standards, controls, procedures and policies in respect of any acquisitions and realize the expected synergies on the anticipated timeline or at all; the benefits of acquisitions; the state of the economy and the exploration and production business in the jurisdictions in which IPC operates and globally; the availability and cost of financing, labour and services; our intention to complete share repurchases under our normal course issuer bid program, including the funding of such share repurchases, existing and future market conditions, including with respect to the price of our common shares, and compliance with respect to applicable limitations under securities laws and regulations and stock exchange policies; and the ability to market crude oil, natural gas and natural gas liquids successfully.

Although IPC believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because IPC can give no assurances that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to: general global economic, market and business conditions; the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to reserves, resources, production, revenues, costs and expenses; health, safety and environmental risks; commodity price fluctuations; interest rate and exchange rate fluctuations; marketing and transportation; loss of markets; environmental and climate-related risks; competition; innovation and cybersecurity risks related to our systems, including our costs of addressing or mitigating such risks; the ability to attract, engage and retain skilled employees; incorrect assessment of the value of acquisitions; failure to complete or realize the anticipated benefits of acquisitions or dispositions; the ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals; geopolitical conflicts, including the war between Ukraine and Russia and the conflict in the Middle East, and their potential impact on, among other things, global market conditions; and changes in legislation, including but not limited to tax laws, royalties and environmental regulations. Readers are cautioned that the foregoing list of factors is not exhaustive.

Additional information on these and other factors that could affect IPC, or its operations or financial results, are included in IPC’s annual information form for the year ended December 31, 2023 (See “Cautionary Statement Regarding Forward-Looking Information”, “Risks Factors” and “Reserves and Resources Advisory” therein), in the management’s discussion and analysis (MD&A) for the three and six months ended June 30, 2024 (See “Cautionary Statement Regarding Forward-Looking Information”, “Risks Factors” and “Reserves and Resources Advisory” therein) and other reports on file with applicable securities regulatory authorities, including previous financial reports, management’s discussion and analysis and material change reports, which may be accessed through the SEDAR+ website (www.sedarplus.ca) or IPC’s website (www.international-petroleum.com).

Attachment

IPC PR Buyback results period of October 28 to 31 2024 and updated share capital 31-10-24

The MIL Network –

January 25, 2025

MIL-OSI Global: Sudan’s civil war has left at least 62,000 dead by our estimate − but the true figure could be far higher

Source: The Conversation – USA – By Sarah Elizabeth Scales, Post-Doctoral Researcher, Department of Environmental, Occupational, and Agricultural Health, University of Nebraska Medical Center

The ongoing war in Sudan has often been overlooked amid higher-profile conflicts raging across multiple continents. Yet the lack of media and geopolitical attention to this 18-month-long conflict has not made its devastation in terms of human lives any less stark.

Since fighting broke out in April 2023 between the Sudanese Armed Forces and the paramilitary Rapid Support Forces, both of which had been part of a power-sharing military government, the country has seen the displacement of more than 14 million people and the carving up of the country by geography and ideology.

And while we may never know the exact death toll, the conflict in Sudan is certainly among the deadliest in the world today.

As scholars of public health, conflict and human rights and Sudanese-American health workers, we are keenly aware of how fraught it can be to estimate mortality in war for a slew of practical and political reasons. But such estimates are of critical importance: They allow us to understand and compare conflicts, target humanitarian aid for those still at risk, trigger investigations of war crimes, bear witness to conflict and compel states and armed groups to intervene or change.

The difficult work of counting the dead

A profound humanitarian crisis is occurring in Sudan, characterized by ethnic cleansing, mass displacement, food scarcity and the spread of disease, complicated further by flooding in the northern states.

Considering a death toll in such a conflict includes counting not only those who are killed as a direct result of violence – itself a difficult thing to determine in real time – but also those who have died by conflict-exacerbated factors, such as the absence of emergency care, the breakdown of vaccination programs and a lack of essential food and medicine. Estimating this latter death toll, called indirect mortality, presents its own challenge, as the definition itself varies among researchers.

In congressional testimony, U.S. special envoy to Sudan Tom Perriello recognized the estimation challenges when noting there had been anywhere between 15,000 and 150,000 deaths in Sudan – an exceedingly wide range that was attributable, in part, to the complexity of determining indirect mortality.

Armed Conflict Location and Event Data (ACLED), a nonprofit specializing in conflict-related data collection, has recorded an average of more than 1,200 direct conflict deaths per month in Sudan, with nearly 19,000 deaths in the first 15 months of the conflict. This figure is similar to the 20,000 deaths estimated by the Sudan Doctors Union and the 19,000 figure used by the Sudan Protection Cluster, a centralized group of U.N. agencies and NGOs that used World Health Organization data.

ACLED sources its estimates of deaths from traditional media, reports from international NGOs and local observers, supplemented by new media such as verified Telegram and WhatsApp accounts. The Sudan Doctors Union, on the other hand, gives on-the-ground estimates of conflict deaths.

When available, distinct data sources such as surveys, civil registers and official body counts can make an estimation more accurate. However, this data is often available only in retrospect, after the cessation of conflict. It is therefore critical to use both the available data and precedents from previous conflicts to capture a reasonable estimate of the human costs of an ongoing conflict.

Internally displaced Sudanese children in Port Sudan, Sudan, on Jan. 3, 2024.
Omer Erdem/Anadolu via Getty Images

A 2010 article in The Lancet estimated that there are 2.3 indirect deaths for every direct conflict death, based on data from 24 small-scale surveys conducted in Darfur from 2003 to 2005. As such, using ACLED’s data of 18,916 direct deaths, we estimate that in the current Sudan conflict, there are an additional 43,507 indirect deaths – or more than 62,000 total deaths.

We believe our estimate is very conservative. When estimating mortality in the ongoing conflict in Gaza, a different group of scholars, also writing in The Lancet, used a multiplier of four indirect deaths for every direct death to estimate the overall mortality there.

Meanwhile, a report from the Geneva Declaration Secretariat showed an average of 5.8 indirect deaths for every direct death across 13 armed conflicts from 1974 to 2007.

Using that latter multiplier, the number of indirect deaths in Sudan would jump to nearly 110,000 – meaning the total deaths in the region amount to 130,000 – double our estimate.

This range is wide, but it acknowledges how difficult it can be to estimate indirect deaths and how they can vary significantly with the shape of a conflict.

The Sudanese conflict in context

For all the tremendous loss of life these numbers reflect, they surely underestimate the true human costs of the conflict.

Sudan already had a fragile and underfunded health system before the fighting started. And compared with other ongoing conflicts such as in Gaza and Ukraine, there was already a more precarious baseline, with higher child mortality and lower life expectancy.

Since the war in Sudan began, there have been consistent reports of mass killings, forced disappearances, sexual violence, deliberate blocking of food and medicine, and other forms of violence against civilians.

Much of the violence is ethnically targeted, and the Darfur region – where a full-scale famine has been declared – has suffered disproportionately.

The destruction of civilian infrastructure and interrupted aid mechanisms are preventing medicine, food, clean water and vaccinations from getting to in-need populations.

Health care workers and facilities, not only in at-risk Darfur but also throughout the country, have been the target of attacks. Nearly 80% of medical facilities have been rendered inoperable. And at least 58 physicians have been killed, in addition to the many that were targeted in previous crises.

Given the persistent targeting of health care systems and restricted access to humanitarian corridors, indirect deaths in Sudan are likely to grow as hospitals shut down, even in the capital Khartoum, due to bombardments, ground attacks and a lack of critical supplies.

The costs for Sudanese children are especially alarming. Thirteen children die per day in Zamzam camp in North Darfur, according to Doctors Without Borders, mostly due to undernutrition and food scarcity.

And nearly 800,000 Sudanese children will face severe, acute malnutrition through 2024, a condition that requires intensive care and supplemental nutrition merely to prevent death. Even before the conflict, children were severely threatened by a lack of access to care, including basic preventive care such as early immunization.

Finally, the transmission of communicable diseases thrives in conflicts like the one in Sudan, where there has been widespread population displacement, malnutrition, limited water and sanitation, and lack of appropriate sheltering. In August, a cholera outbreak led to a spiking death rate of more than 31 deaths per 1,000 cholera cases. And instances of such disease effects are likely underestimates in a country lacking health care penetration and monitoring.

The limitations of estimations

The massive internal displacement of more than 14 million people in Sudan complicates the estimation of death tolls, as shifting populations make establishing baselines nearly impossible.

Moreover, there is typically a dearth of official information collected and released during conflicts.

So establishing a concrete estimate of the true impact of armed conflict often comes after the cessation of hostilities, when expert teams are able to conduct field studies.

Even then, estimates will require assumptions about direct deaths, indirect-to-direct death ratio and the quality of existing data.

But as scholars working at the intersection of public health and human rights, we believe such work, however imperfect, is necessary for the documentation of conflict – and its future prevention. And while there are many current global conflicts that require our urgent attention, the conflict in Sudan must not be lost in the mix.

_Editor’s note: Israa Hassan, a physical medicine and rehabilitation resident at Texas Rehabilitation Hospital-Fort Worth and advocacy director at the Sudanese American Physicians Association, contributed to this article.

Rohini J Haar receives funding from FCDO.

Blake Erhardt-Ohren, Debarati Guha Sapir, Khidir Dalouk, and Sarah Elizabeth Scales do not work for, consult, own shares in or receive funding from any company or organization that would benefit from this article, and have disclosed no relevant affiliations beyond their academic appointment.

– ref. Sudan’s civil war has left at least 62,000 dead by our estimate − but the true figure could be far higher – https://theconversation.com/sudans-civil-war-has-left-at-least-62-000-dead-by-our-estimate-but-the-true-figure-could-be-far-higher-242073

MIL OSI – Global Reports –

January 25, 2025

MIL-OSI Security: Update 257 – IAEA Director General Statement on Situation in Ukraine

Source: International Atomic Energy Agency – IAEA

At Ukraine’s Zaporizhzhya Nuclear Power Plant (ZNPP), repairs are being conducted in one of its six reactors after a small water leakage was detected from an impulse line – essentially a small pipe – connected to the unit’s primary circuit, with the work expected to be completed later this week, Director General Rafael Mariano Grossi of the International Atomic Energy Agency (IAEA) said today.

The IAEA expert team stationed at the ZNPP visited unit 1 on Tuesday after being informed that one of the impulse lines, part of the reactor coolant pump support systems, was leaking and required repair. For this work, the pressure in the primary circuit had to be decreased to atmospheric level. The team was informed today that welding work had been completed and that radiography checks of the welds were on-going.

“The Agency will continue to follow this issue closely, although we don’t see any immediate issue for nuclear safety. In general, we have identified regular equipment maintenance – which is vital to ensure sustainable nuclear safety and security – as a challenging area for the Zaporizhzhya Nuclear Power Plant during the conflict,” Director General Grossi said.

Like the ZNPP’s five other reactors, unit 1 has been in cold shutdown, generating no electricity for the grid, prior to this week’s change in status to shutdown for maintenance. It is expected that unit 1 will be put back to cold shutdown after the repair of the impulse line is completed and tested.

The IAEA team has also carried out other walkdowns during the past week as part of their continuous work to assess – and report on – nuclear safety and security at the ZNPP, where the general situation remains precarious on the frontline of the conflict.

Earlier this week, for example, the team visited the main control rooms of all six units to examine key plant parameters as well as the staffing situation. The IAEA staff have also visited some of the emergency diesel generators (EDG) of units 2 and 5 to verify the readiness of equipment and check the diesel fuel levels.

As virtually every week, the team has continued to hear explosions daily, although no damage to the plant was reported.

Elsewhere in Ukraine, an IAEA team last week completed its visits to seven electrical substations, as part of the Agency’s work to assess the status of the electrical grid infrastructure essential to nuclear safety that began in September.

During the visits, which were requested by Ukraine, the team reviewed how damage caused by military activities earlier this year had impacted the substations’ deliveries of off-site power to the country’s operating nuclear power plants (NPPs), an area highlighted in the Seven Indispensable Pillars of nuclear safety and security outlined by Director General Grossi in March 2022.

The IAEA teams present at the Khmelnytskyy, Rivne and South Ukraine NPPs and the Chornobyl site reported that nuclear safety and security is being maintained despite the effects of the ongoing conflict, including air raid alarms for several days over the past week.

On Monday, the team at the Khmelnytskyy NPP had to shelter at their hotel for several hours after hearing drones which triggered an air raid alarm. The IAEA was subsequently informed by the Ukrainian regulator that 12 drones had been flying near the site during the morning, the closest 400 metres away. The regulator also said drones had been reported near the South Ukraine site on three occasions over the past week.

“Frequent reports of drones flying near nuclear power plants continue to be a source of deep concern for nuclear safety and security. As we have stated repeatedly, any military activity in the vicinity of nuclear power plants represents a potential risk,” Director General Grossi said.

The IAEA is continuing to implement its comprehensive programme of assistance in support of nuclear safety and security in Ukraine, including by delivering requested equipment.

Over the past two weeks, the South Ukraine NPP received radiation and contamination monitoring devices, while State Enterprise USIE Izotop – involved in the management of radioactive material intended for medical, industrial and other purposes – received personal protective equipment. These items were procured with funds from Japan, Switzerland and the United Kingdom. So far, a total of 73 deliveries of equipment and other supplies have been completed by the IAEA.

Last week, remote training on human performance and management observation and coaching was completed for 109 staff at the Chornobyl, Rivne and South Ukraine sites. The training aimed to equip staff and management with skills on how to prevent or reduce the risk of human errors with potential implications for nuclear safety.

MIL Security OSI –

January 25, 2025

MIL-OSI Economics: ICC Joins SME Resilience Alliance for Ukraine

Source: International Chamber of Commerce

Headline: ICC Joins SME Resilience Alliance for Ukraine

ICC Secretary General John W.H. Denton AO said:

“By joining the SME Resilience Alliance for Ukraine, ICC builds on its ongoing efforts to support small- and medium-sized enterprises through initiatives like the ICC Centre of Entrepreneurship, aiming to harness the power of the private sector to drive economic recovery and resilience in Ukraine.”

Additionally, the ICC Centre of Entrepreneurship in Ukraine is working to empower Ukrainian SMEs and assist the re-skilling of internally displace people, notably women.

ICC also maintains regular consultations with multilateral and bilateral donors to explore strategies for Ukraine’s economic reconstruction. This includes engaging with the Ukraine Donor Platform, its Business Advisory Council, and the rotating Ukraine Recovery Conference (URC) platform.

As a friend of the SME Resilience Alliance, ICC attended the second meeting, opened by Oleksii Sobolev, First Deputy Minister at the Ministry of Economy of Ukraine. In his speech, Mr Sobolev emphasised the vital role SMEs play in the country’s recovery. With SMEs accounting for more than 90% of all businesses in Ukraine, the Ukrainian government’s SME strategy for 2024-2027 aims to facilitate recovery and enhance human capital and entrepreneurial culture.

The SME Alliance for Ukraine aims to support the Ukrainian government’s efforts through three key areas: improving regulatory framework conditions, strengthening support institutions for SMEs and enhancing access to finance. Pursuing the goal of mobilising €7 billion for ongoing and new SME programmes, the Alliance has mapped relevant actors in Ukraine and abroad. This allows for the identification of regional as well as sectoral gaps and overlaps in support, and facilitates the linking of potential trading partners. Most SME beneficiaries in Ukraine operate in the agri-food sector, and a large share is owned by women.

Through its participation in the Alliance, ICC seeks to extend its ongoing efforts to strengthen Ukraine’s economy. ICC has previously been actively engaged in several key initiatives, including the Black Sea Grain Initiative, which has facilitated the export of nearly 33 million tonnes of grain. Additionally, the ICC Centre of Entrepreneurship in Ukraine is working to empower Ukrainian SMEs and assist with refugee integration.

ICC also maintains regular consultations with multilateral donors and individual contributors to explore strategies for economic reconstruction. This includes engaging with the Ukraine Donor Platform and its Business Advisory Council.

Through these initiatives and partnerships, ICC remains committed to supporting Ukraine’s economic recovery and fostering a sustainable business environment for SMEs.

MIL OSI Economics –

January 25, 2025

MIL-OSI Video: DPR Korea, Lebanon/Humanitarian, Cuba & other topics – UN Daily Press Briefing (31 Oct 2024)

Source: United Nations (Video News)

Noon Briefing by Stéphane Dujarric, Spokesperson for the Secretary-General.

Highlights:
-Democratic People’s Republic of Korea
-UNIFIL
-Lebanon/Humanitarian
-Occupied Palestinian Territory
-Ukraine
-Security Council
-Deputy Secretary-General
-Cuba
-South Sudan
-West and Central Africa
-World Cities Day
-Guest briefing
-Briefings tomorrow

Democratic People’s Republic of Korea
The Secretary-General strongly condemns the launch today of a long-range ballistic missile by the Democratic People’s Republic of Korea (DPRK).
The DPRK’s continued launches of missiles using ballistic missile technology are clear violations of relevant Security Council resolutions.
The Secretary-General remains concerned about the situation on the Korean Peninsula. He has consistently called for de-escalation and the full implementation of all relevant Security Council resolutions, as well as for an environment that is conducive to dialogue, and the resumption of talks. 
Diplomatic engagement remains the only pathway to sustainable peace and the complete and verifiable denuclearization of the Korean Peninsula.

UNIFIL
In Lebanon, Blue Helmets – who remain at their positions and continue their essential work to monitor and report to us and the international community what is actually happening on the ground, tell us that intense clashes between Hizbullah and the Israel Defence Forces have been reported in the Khiam area in UNIFIL’s Sector East.
The Israeli Defence Forces have continued to strike areas across Lebanon, including in the south, Baalbek and near Beirut, with multiple casualties reported. Hizbullah’s rocket fire has reportedly killed five people today near Metula in northern Israel.
Yesterday, a UNIFIL position near the Blue Line, south of the Shab’a village (Sector East) sustained minor damage to its barracks and a vehicle due to a nearby explosion.
We once again remind all involved in this conflict of the inviolability of UN premises, and those premises must be respected, as well as our peacekeepers, both uniformed and civilians.
The intensifying hostilities are, of course, extremely concerning. We urge all actors to stop the violence immediately and avail themselves of the diplomatic initiatives to end this conflict. We continue to support efforts towards de-escalation and a diplomatic solution.
The UN peacekeeping mission also remains focused on helping local communities. This week, they delivered essential humanitarian aid to the Municipality of Tyre amid a challenging situation in south Lebanon. The aid included medical devices as well as medicines.

Lebanon/Humanitarian
On the humanitarian front, as in many conflicts, children and woman bear the brunt of the ongoing hostilities.
In a statement today, UNICEF’s Executive Director, Catherine Russell, said that 166 children have been killed in Lebanon since October 2023, that is what Lebanese authorities are telling UNICEF, while thousands of others have been injured.
UNICEF is on the ground providing emergency psychological support to thousands of children and their caregivers.
For its part, the UN Population Fund says the conflict is also impacting more than 10,000 pregnant women including 1,300 who are expecting to give birth soon amid significant damage to infrastructure and a health system that is extremely strained.
The displacement crisis remains a key issue. Our humanitarian colleagues are telling us that today, the Israeli army issued new orders for people to leave their homes in several villages as well as in the Rashiedeh Palestinian refugee camp, which is located in the south. This is the first time the Israeli army has called for the evacuation of a Palestinian refugee camp in Lebanon.
OCHA says that yesterday’s displacement orders and strikes in Baalbek and surrounding areas have forced thousands of people to flee their homes. Many of them spent the night in their vehicles.
And yesterday, the Humanitarian Coordinator for Lebanon, Imran Riza, visited Akkar in Tripoli, which currently hosts around 70,000 people who have been forced to flee, and are in conditions that you can only imagine.

Full Highlights: https://www.un.org/sg/en/content/noon-briefing-highlight?date%5Bvalue%5D%5Bdate%5D=31%20October%202024

https://www.youtube.com/watch?v=M_88Ll_nbRg

MIL OSI Video –

January 25, 2025

MIL-OSI USA: Through Medical Education UConn Professor Helps Maintain Normalcy in War-Torn Ukraine

Source: US State of Connecticut

This fall in Lviv, Ukraine for three days over 250 Ukrainian health care professionals gathered together for a medical conference to take a master class in radiology and participate in hands-on training workshops.

The conference held Sept. 25-27 was co-chaired by UConn School of Medicine professor and chair of Diagnostic Imaging & Therapeutics Dr. Leo Wolansky who also delivered several lectures.

Dr. Leo Wolansky.

“I am so impressed with the spirit of the Ukrainian people. They insist on keeping their lives normal. Hopefully, our resuming our in-person conference series, now in its twenty-eighth year, contributed a little bit to that normalcy,” says Wolansky.

The three-day conference was also co-chaired by Dr. Tetyana Yalynska. It was organized by Friends Of Radiology in Ukraine (FORUkraine), the Ukrainian Medical Association of North America (UMANA), and the Association of Radiologists of Ukraine (ARU), and was hosted by the First Territorial Medical Association of Lviv. Additional sponsorship came from Rotary, St. Paraskeva’s, Azaris, Ulrich, and Guerbet.

This year’s event carries forward the FORUkraine conference series founded by Wolansky in 1996 at the Lviv Medical University (the Lviv Medical Institute). Since its inception, the conference series has been innovative using state-of-the-art education as a tool to promote the Ukrainian language. The purpose of the program is to teach Ukrainian-language based, state-of-the-art Diagnostic Imaging (Radiology).

The long-standing in-person conference was interrupted for the last five years due to the COVID-19 crisis and followed by the war in Ukraine. Starting in 1998, Dr. Yuriy Ivaniv, head of post-graduate imaging education for the Lviv Oblast co-chaired the conferences with Wolansky and renamed it “Practical Questions in Contemporary Clinical Imaging.” The conference series continued every one or two years from then till 2019 when the program joined forces with the ARU and the American Society of Neuroradiology and held a combined conference with the Ukrainian Congress of Radiology, with ARU President Yalynska co-chairing with Wolansky. This took place in Kyiv and Irpin, the only time the program deviated from its home in Lviv.

Despite the war, several international imaging experts attended the event in-person in Ukraine to lecture. One of these was Dr. John (Ivan) Kachura, an Interventional Radiologist and professor of Medical Imaging at University of Toronto, who stated that he was impressed by the knowledge of Ukraine’s radiologists, but especially by their tremendous interest in the presented material. Also onsite was Dr. Andrew Dobrotwir, consultant radiologist from Melbourne, Australia, who lectured and also ran a hands-on workshop on Point Of Care Ultrasound (POCUS). Dobrotwir was accompanied by his sister-in-law, Teresa Lachowicz, who spoke at the conference about humanitarian work that she and Dobrotwir were carrying out including donations of POCUS equipment.

Several international lecturers also virtually presented for the conference including Laura Oleaga, Amy Juliano, Diana Kaya, Andrew Loginsky, and Ivan Wolansky. In addition, virtual presentations came from UConn’s Jill Wruble, Sarah LaPierre, and Racquel Helsing. Several Ukrainian physicians also presented at the conference, including Nataliya Deresh, Igor Ivaniv, and others.

Nataliya Motrynets, medical director of the host institution, presented about the hospital’s accomplishments, and also gave the faculty a tour of the facilities where many soldiers who have lost limbs in the war are being rehabilitated with cutting-edge prostheses.

For Wolansky, a semiprofessional musician, a highlight of his trip to Ukraine was when he and his wife, Maria, met Dudaryk, Lviv’s internationally renowned boys choir, at Mass on the last day of the trip. The children’s choir had performed the refrain for Wolansky’s recent music video, helping draw attention to the plight of Ukraine’s children.

Wolansky added, “Despite air alerts driving conference participants into the bomb shelter on two occasions, these brave Ukrainians insist that normal life must go on!”

MIL OSI USA News –

January 25, 2025

MIL-OSI Economics: Per Jacobsson Lecture 2024 — Ngozi Okonjo-Iweala: “Delivering on new global challenges: How can we keep multilateral coherence whilst re-imagining the multilateral trading system?”

Source: WTO

Headline: Per Jacobsson Lecture 2024 — Ngozi Okonjo-Iweala: “Delivering on new global challenges: How can we keep multilateral coherence whilst re-imagining the multilateral trading system?”

Excellencies, Dear Raghu, Minouche, Maury, ladies and gentlemen, friends,
Thank you. What an honor to follow in the footsteps of previous Per Jacobsson lecturers – all the more so in this 80th anniversary year of the Bretton Woods Conference.
We are living in troubled times – something Per Jacobsson knew well. So far as trade is concerned, the times are not only troubled, they are tense. Trade is sometimes blamed and scapegoated for poor outcomes that really derive from macroeconomic, technology, or social policy, for which trade is not responsible.
Trade policies and tools are being deployed not just to solve trade-related problems, but also to try to address security and geopolitical concerns.
As unilateral measures or threats thereof become increasingly widespread, trade policy has been getting more restrictive. In recent months, the US, the EU, Turkey, and Canada have introduced new tariffs and countervailing duties on Chinese electric vehicles and other products, including steel. China has countered with WTO disputes and measures against EU products such as dairy, pork, and brandy.
These are among the over 130 new trade-restricting measures recorded by the WTO Secretariat since the start of this year. This number represents an 8% increase to the stockpile of over 1600 restrictive measures introduced between 2009 and 2023, which as of last year were already affecting over 10% of world goods trade. In addition, WTO members initiated 210 trade remedy investigations in the first half of 2024 – nearly as many as in all of 2023. While not all will culminate in the imposition of duties, investigations have a well-documented chilling effect on trade. And I haven’t even mentioned subsidies yet.
Frictions are manifesting as trade disputes. Six of the eight WTO disputes initiated this year deal with green technologies, particularly electric vehicles.
I hope we are not on a path that leads back to the sort of economic disorder that came before Bretton Woods – disorder that was followed by political extremism and war.
It was precisely to avoid a repeat of such circumstances that the multilateral economic institutions were created. My concern today is that we have forgotten this lesson – that we have forgotten the good these institutions have done.
Walking away from the legacy of Bretton Woods, including the trading system, would diminish the world’s ability – collectively and at the national level – to respond to problems affecting people’s lives and opportunities.
I will argue that there is a better path forward: re-imagining the global trading system and the rest of the multilateral economic architecture to help us meet the technological, environmental, social and geopolitical challenges of our time. To succeed, its various components must work in concert – an idea we have come to call ‘coherence’.
In the 1940s, the overall thrust of coherence was that trade, reconstruction financing, and monetary policymaking need to be in harmony with each other, and anchored in institutions and rules across countries, to promote growth, prosperity, and peace.
Today, delivering lasting improvements to people’s lives and livelihoods requires us to solve problems of the global commons.
The notion of coherence across different policy areas would have made sense to Per Jacobsson. His convictions about sound money, and its importance for durable growth and recovery, were shaped by his own experiences. As a young man he saw the collapse of global economic integration amid the First World War. From his position at the League of Nations in the 1920s, he witnessed the failed attempts by leading economies to establish effective international coordination on global finance and trade – a memory that echoes uncomfortably today.
We know what happened when the downturn came at the end of the decade. Vicious circles emerged: of falling output, deflation, banking and financial crises, trade protectionism and retaliation, and exchange rate chaos. Countries retreated into increasingly isolated economic blocs.
The experience of those years was seared into the consciousness of the officials who gathered in Bretton Woods in July 1944. US Treasury Secretary Henry Morgenthau opened the conference by looking back at what he called “the great economic tragedy of our time.” I quote “We saw currency disorders develop and spread from land to land, destroying the basis for international trade and international investment and even international faith. In their wake, we saw unemployment and wretchedness — idle tools, wasted wealth. We saw their victims fall prey, in places, to demagogues and dictators. We saw bewilderment and bitterness become the breeders of fascism and, finally, of war.”
What Bretton Woods delivered
The genius of Bretton Woods was that it turned the vicious circles of the 1930s into virtuous ones, by recognizing that macro-financial stability, reconstruction and development, and trade went hand-in-hand.
Instead of beggar-thy-neighbor policies, countries would treat trade, monetary issues, and even domestic macro-economic policies as matters of common interest.
Instead of excessively rigid or chaotically fluctuating currencies, there would be orderly, rules-based management of exchange rates and balance of payments problems.
Instead of underinvestment, there would be long-term financing for reconstruction and expanding productive capacity.
Instead of quantitative restrictions, prohibitive tariffs, and bilateral clearing, there would be a coordinated lowering of trade barriers, and freedom to undertake international payments and current account transactions.
The idea of coherence across policy fields, with trade as a unifying theme, was baked into the system from day one. Promoting the “balanced growth of international trade” is written into the founding mandates of both the IMF and the World Bank – not as an end in itself, but as a means to higher employment, productivity, and incomes.
The trade leg of the stool, alongside the Bank and the IMF, was supposed to be the International Trade Organization, but it ran aground in the US Congress. A parallel negotiating process in 1947 produced the General Agreement on Tariffs and Trade, which was nominally temporary and did not require Congressional ratification. Successive rounds of GATT negotiations substantially reduced barriers to trade. The growing number of “contracting parties” used the GATT to resolve and avoid trade disputes. By the 1960s, global trade was growing faster than output.
The decades that followed Bretton Woods and the Marshall Plan delivered a breathtaking recovery from the devastation of the Second World War.
Strong growth in the 1950s and 1960s saw per capita incomes in Western Europe and Japan begin to converge with those in the United States.
Major European currencies achieved full convertibility in 1958, when Per Jacobsson was leading the IMF.
These gains, however, were largely confined to industrialized countries.
Most newly independent developing countries continued to lose ground in relative terms, as they struggled with declining terms of trade for their commodities.
But a handful of poor economies in East Asia started trying to use increasingly open external markets to pursue export-led development.
Discordance and reinvention: the 1970s and 1980s
Coherence gave way to discordance in the 1970s, with the oil shocks, stagflation, the advent of floating exchange rates, and a wave of emerging market debt crises.
By the mid-1980s, the success of the so-called Asian tigers had become a compelling example, inspiring many developing country governments to pivot from inward-oriented to export-oriented development strategies.
At the international level, growing frustration with ad hoc protectionism and “à la carte” approaches to GATT strictures created demand for more rules-based trade cooperation.
The Uruguay Round negotiations from 1986 to 1994 broadened the reach of multilateral trade rules to cover services and intellectual property, filled longstanding gaps with respect to agriculture and textiles, and unwound much of the protectionism that had emerged in the preceding years.
The nominally provisional GATT was transformed into the World Trade Organization, with a binding dispute resolution mechanism that enhanced the predictability offered by its expanded rulebook.
The preamble to the Marrakesh Agreement establishing the WTO opened up new vistas for the organization, defining its purpose as using trade not just to raise living standards and create jobs but to advance sustainable development – thus introducing environmental concerns that were absent in the 1940s.
1990 to 2020: A “golden period of economic development”, but clouds on the horizon
The Uruguay Round and the end of the Cold War would mark a second era of coherence and virtuous circles across the trading system, the World Bank, and the IMF. And this time, the benefits were spread much more widely across countries and people.
The WTO became an anchor for outward-oriented economic reforms in many emerging markets and developing economies.
Increasingly open and predictable trade became a stronger driver of development, productivity, specialization and scale.
Better macro-financial policies bolstered growth – and trade performance – in many emerging markets and developing countries. So did improved human capital and physical infrastructure.
Trade and modern supply chains became powerful sources of disinflationary pressures.
Market-oriented reforms in China, Eastern Europe, India and other developing economies brought them into the increasingly global division of labor. Trade boomed, incomes rose, and poverty plummeted.
Between 1995 and 2022, as low- and middle-income economies nearly doubled their share in global exports from 16 to 32%, the share of their populations subsisting on less than US$2.15 per day fell from 40% to under 11%. Over 1.5 billion people were lifted out of extreme poverty.
Since 1995, per capita incomes in low- and middle-income countries have nearly tripled, and global per capita income increased by approximately 65 percent.
For the first time since the industrial revolution two centuries earlier, per capita incomes in rich and poor countries began to converge.
Gains for poor countries did not come at the expense of rich ones. Examining the United States since 1950, researchers at the Peterson Institute for International Economics (PIIE) have shown that international trade boosted the economy by the equivalent of $2.6 trillion in 2022, or about 10% of GDP. The gains from trade would be even larger for small, open advanced economies.
In a Foreign Affairs piece this year, Dev Patel, Justin Sandefur, and Arvind Subramanian called the years between 1990 and the start of COVID-19 pandemic in 2020, I quote, “history’s most golden period of economic development”. They argue that the rapid increase in trading opportunities was “perhaps the most important enabler” of convergence.
Research from our new World Trade Report backs them up: the pace of income convergence of low- and middle-income economies is strikingly correlated with their participation in global trade, as measured by a size-adjusted ratio of trade to GDP. Our simulations suggest falling trade costs account for as much as one-third of the convergence.
To be clear, the period was not golden for everyone. Developing countries with lower trade participation or greater commodity-dependence – mostly in Africa, Latin America and the Caribbean, and the Middle East – lagged on convergence. And in some rich countries, many people felt left behind, and their frustration started to fuel a political backlash against trade.
Multilateral rule-making on trade began to falter, with the failure of the Doha Round of WTO negotiations.
Nevertheless, in 2008 and 2009, when the world economy faced its worst financial crisis since the 1930s, the system worked.
International markets stayed broadly open. The rules and norms of the multilateral trading system helped governments contain protectionist pressures.
Alongside fiscal and monetary support, trade was a powerful shock absorber. Crisis-hit countries could rely on predictable market access elsewhere to absorb their excess supply, preventing growth and development from getting derailed.
The WTO, the World Bank, and the IMF also worked together productively on the macro-micro policy nexus.
For instance, when trade finance dried up during the credit crunch, despite being extremely low-risk, the three institutions joined hands to encourage G20 members and international financial institutions to step in with a $250 billion support package.
Since the financial crisis, the multilateral trading system, with the WTO at its core, has continued to deliver economic benefits, despite rising geopolitical tensions and tariffs between the US and China, the disabling of the Appellate Body, and the failure to reach agreements in long-running negotiations such as those on agriculture. Global trade kept reaching new highs through the 2010s, and over 75% of global goods trade continued – and continues today – to operate on core WTO tariff terms.
When COVID-19 hit in 2020, the norms and rules of the multilateral trading system mostly did their job again. Trust in trade was damaged by initial missteps, as governments enacted export restrictions on medical supplies and vaccines. But governments generally refrained from widespread protectionism, allowing food and other essentials to flow across borders to where they were needed. Goods trade rebounded strongly from the lockdowns and was soon setting new records. Cross-border supply chains churned out products needed to fight the pandemic, from face masks to vaccines. Trade in digitally-delivered services boomed, propelled by the same technologies that allowed so many of us to work from home.
Goods and especially services trade are now well above pre-COVID levels. Last year, global trade was worth a near-record $30.5 trillion, in a $105-trillion world economy.
Re-imagining the Multilateral Trading System with coherence
As we saw at the outset, however, these successes did not forestall the challenges we now face in global trade. While trade has been largely resilient, signs of fragmentation are now visible.
So it’s not difficult to imagine a return of vicious circles – trade restrictions, efficiency losses, slower growth, higher prices, costs imposed by extreme weather and food insecurity, and public frustration and anger.
Allowing the vicious circles to take hold and the world to fragment into isolated trading blocs would be costly. The WTO has estimated longer term global GDP losses in the order of 5% were the world to fragment into two like-minded trading blocs. IMF estimates are in the order 7%. We cannot afford this!
And that is why we need to re-imagine the multilateral trading system to solve modern challenges and address modern vulnerabilities.
This means re-imagining coherence as well. Trade alone was insufficient in 1944, and trade alone is insufficient to build the more secure, sustainable, and inclusive world we want today. The way forward for trade will increasingly be about “WTO and” – trade in tandem with other issues, and policies that support the original vision of coherence and do not misuse trade tools, for coercion, as a weapon, or to undermine competition.
Our unfinished business from 1944 was elegantly illustrated by a recent blog post from IMF chief economist Pierre-Olivier Gourinchas and his team.
They showed that China’s growing and contentious trade surplus, and the US’s widening trade deficit, are the result of domestic macro-economic forces, rather than the product of trade and industrial policies.
“Homegrown surpluses and deficits call for homegrown solutions,” they argued, suggesting demand-boosting measures in China and fiscal consolidation in the US.
As for concerns over industrial policy, they said the right response was to strengthen WTO rules, not to restrict trade.
They cited the WTO’s recent China Trade Policy Review which showed new data of billions of dollars in subsidies going to manufacturing. Urging China to be more transparent about its subsidies.
The blog shows the coherence mandate in action but it also illustrates how even today, the global trading system is paying a price for shortcomings of macro-economic policy.
As Sylvia Ostry, one of my predecessors at this podium, said in 1987, “Trade policy is no substitute for macro policy.”
Let’s now turn to the new trade agenda, and look at three areas where future prospects for people and the planet require trade to be re-imagined, and complemented by other policy levers pulling in the same direction.
First, the environmental agenda, above all climate change and getting to net zero by mid-century.
Trade is indispensable to deploy low-carbon technologies globally. Trade lets countries share the burden of developing new green tech. Scale economies and competitive pressures associated with trade help drive down unit costs, making it possible for renewables to undercut fossil fuel energy.
Trade also allows us to leverage ‘green comparative advantage’, a concept that our chief economist, Ralph Ossa, has done much to advance. The idea is straightforward: just as individuals and countries can reap economic gains by specializing in what they are relatively good at, the world can reap environmental gains if countries specialize in what they are relatively green at.
If countries with abundant clean energy can produce more energy-intensive goods and services, while importing energy-light products from places where clean energy is scarce, and vice versa, global emissions fall much more than they would have absent that trade. And in fact research from the University of Zurich suggests that as much as one-third of global emissions reductions could come from this kind of specialization linked to green comparative advantage.
As Ricardo Hausmann at Harvard has observed, fossil fuels are cheap to transport, but wind and solar energy are not. This makes parts of Africa, Central Asia, and Latin America with high green energy potential attractive destinations for investment in energy-intensive industries, including the production of green hydrogen.
Global cooperation on internalizing carbon costs would incentivize greener sourcing everywhere. Nevertheless, we are already seeing moves in the right direction as in Kenya, which has attracted a billion-dollar investment to build a geothermal-powered low-carbon data center.
Parenthetically, a similar dynamic exists for water, provided it is valued correctly. A recent report of the Global Commission on the Economics of Water, which I co-chair, shows that with trade one can also promote the notion of a hydrological comparative advantage. Trade can help mitigate water scarcity by allowing countries with abundant hydrological resources to specialize in producing water-intensive products for export to water-scarce nations. Such virtual water trade offers agricultural export opportunities, for example, to those regions including countries in Africa with under-utilized ground water resources and land.
But just as environmental policy coordination could accelerate climate action, policy fragmentation could weaken it. There is a genuine risk that trade frictions associated with carbon pricing, green subsidies, and other climate policies will escalate into trade restrictions and retaliation, harming emissions reduction as well as trade.
We should seek to pre-empt such frictions and disputes by establishing shared frameworks for trade and climate policy. The goal would be to maximize emissions reduction and green innovation, while minimizing negative spillovers, trade tensions, and wasted public resources on subsidy races that most countries may not even afford to participate in.
To this end, the WTO Secretariat is coordinating a carbon pricing task force comprised of the IMF, World Bank, OECD, UNCTAD, and UNFCCC, where we are working to develop shared carbon metrics and ultimately a global carbon pricing framework against which we can benchmark national policies to aid interoperability of approaches. We have also joined hands with the IMF, the OECD, and the World Bank to explore approaches to enhance greater transparency with respect to subsidies. And we are working with the steel industry to help them promote interoperability in decarbonization standards, reducing transaction costs and facilitating trade and investment in green steel.
Reforming the over $1.2 trillion in direct global annual fossil fuel subsidies, the $630 billion in trade-distorting agricultural support, and the $22 billion in harmful fisheries subsidies (which the WTO Fisheries Subsidies Agreement is delivering) should be a no-brainer. Some of the resources freed up could be repurposed to support green innovation and a just transition for poor countries.
The second set of opportunities for the Multilateral Trading System deals with diversifying and decentralizing supply chains – and doing so in a manner that brings in countries and communities that remain on the margins of the global division of labor.
More diversified global production networks would enhance supply security in an increasingly shock-prone world, while extending the benefits of trade to places and people that have not shared adequately in them. Greater diversification would also help lower the geopolitical temperature around supply chain relationships, by making them harder for any single country to weaponize.
As the pandemic and the war in Ukraine made abundantly clear, overconcentration makes supply chains vulnerable in a crisis.
The advent of COVID-19, concentrated minds on the fact that 80% of world vaccine exports came from only ten countries. This meant export restrictions in a few of them severely disrupted global access to vaccines – especially to Africa, which relied on imports for 99% of its jabs.
Decentralizing value chains and building up pharmaceutical production capacity in Africa and other developing country regions for instance would make the global supply base more resilient in the event of future pandemics, whilst more closely integrating these regions in to world trade, and making them part of a more prosperous and healthy world.
Critical minerals is another sector where there are major opportunities to mitigate concerns about overconcentration in mining and especially processing, while stimulating growth in developing countries.
Exports of minerals critical for the low-carbon transition, like lithium, cobalt, nickel, and rare earths, have grown rapidly to reach USD 320 billion in value in 2022, and are set to increase much more in the years ahead. Africa, for example, represents 40% of estimated global reserves of cobalt, manganese, and platinum; and 12% of world exports of critical minerals, but only 3.8% of exports of processed minerals.
By investing in processing these minerals within the regions including in Central Asia and Latin America where they are found, we can promote value addition and job creation while removing supply bottlenecks that currently threaten to hold back the low-carbon transition.
Furthermore, to the extent that this process is powered by green hydrogen and other kinds of clean energy, it would harness the green comparative advantage I mentioned earlier and thereby help the developing regions increase their share in world trade.
It would be green growth and green trade – the ‘re-globalization’ we want.
Finally, there are areas where cross-border commerce is flourishing, but where new rules are necessary to foster predictability and lower barriers to entry for smaller businesses and developing economies.
The fastest growing segment of international trade is in services delivered across borders via computer networks. Trade in digitally-delivered services – everything from streaming video to remote consulting – has quadrupled since 2005, reaching $4.25 trillion in value last year. These services have become an increasingly important driver of growth and job creation.
The commercialization of artificial intelligence promises to further accelerate digital trade. A forthcoming WTO report describes how AI could reduce trade and transaction costs, improve supply chain logistics, and shift countries’ comparative advantages.
I always say the future of trade is digital, but the future of protectionism could be as well. Imports of digital services could become as contentious as manufactured imports have, or more so – inviting digital barriers that are even simpler to put in place than their counterparts for trade in physical goods.
Putting in place some basic rules for digital trade would reduce the risks of such reversals. The 90-odd members participating in plurilateral e-commerce negotiations at the WTO are now looking to conclude a first phase agreement on a series of practical measures to facilitate digital trade, from common rules for e-signatures and payments, to paperless trading, and consumer protection. Tougher issues like cross-border data flows – a critical element in AI – will be dealt with in a second phase of negotiations.
Delivering on this agenda for the future will involve strengthening all of the WTO’s functions: monitoring and transparency, negotiations, and dispute settlement.
With respect to our dispute settlement system, we are working to reform it. The reform process has wide buy-in, and talks are advancing, including on issues like appeal review and accessibility to ensure that developing countries can use the system. There are delicate issues here around how national security exceptions will be handled – it is going to take work!
We will need to negotiate and implement new rules in important areas like the environment. Some members are showing the way: New Zealand, Costa Rica, Switzerland, and Iceland recently agreed to liberalize trade in a list of hundreds of environmental goods, and they are trying to get others to join.
We are working on getting an Agreement on Investment Facilitation for Development, negotiated by three-quarters of our membership, into the WTO rulebook. This agreement will help developing economies attract FDI by simplifying investment-related procedures and sweeping away red tape.
We will also need to review existing rules to make them fit for purpose. Instead of members doing an end run around our Agreement on Subsidies and Countervailing Measures to introduce industrial policies, it would be better to update that agreement. It actually dates back to 1994 – seven years before China joined the WTO, [a time when climate concerns were barely on the radar screen, and the conventional wisdom was that state-owned enterprises were a fading relic of a bygone era]. Members could decide to create space for subsidizing the green transition. Shared ground rules would help minimize negative spillovers and related trade tensions, while maximizing efficiency in the use of public resources.
Excellencies, ladies, and gentlemen. Let me now conclude.
As I said at the start, these are tense times for trade. There are political dynamics outside our control. But we can treat the challenges we face as opportunities to re-imagine the global trading system.
We can build global resilience whilst making the system more supportive of inclusive growth and environmental sustainability.
We can make existing trade rules more fit for purpose rather than go around or against them and we can make new rules fit for the time.
We can help developing countries left behind by the recent wave of global economic integration.
We can have interdependence without overdependence.
While nothing is ever easy at the WTO, we are moving in the right direction. We will manage what we can manage. Control what we can control. But we will need your help.
Over the past eight decades, the multilateral economic architecture, including the trading system, has delivered a great deal for the world. We have reinvented it before. We can do so again, for people and planet.
Nelson Mandela once wrote that “after climbing a great hill, one only finds that there are many more hills to climb.” I ask you, let’s climb these hills together.
Thank you.

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MIL OSI Economics –

January 25, 2025

MIL-OSI: Asure Announces Third Quarter 2024 Results

Source: GlobeNewswire (MIL-OSI)

Reports Third Quarter Revenues of $29.3 Million

Recurring Revenues Grew 20% Versus Prior Year Third Quarter

AUSTIN, Texas, Oct. 31, 2024 (GLOBE NEWSWIRE) — Asure Software, Inc. (“we”, “us”, “our”, “Asure” or the “Company”) (Nasdaq: ASUR), a leading provider of cloud-based Human Capital Management (“HCM”) software solutions, today reported results for the third quarter ended September 30, 2024.

Third Quarter 2024 Financial Highlights

Revenue of $29.3 million, nearly unchanged versus the same period of the prior year
Revenue (excluding ERTC revenue) of $29.2 million, up 20% from $24.4 million versus the same period of the prior year
Recurring revenue of $28.6 million, up 20% year over year. Recurring revenue was 98% of total revenue versus 81% the same period of the prior year
Net loss of $3.9 million versus a net loss of $2.2 million during the same period of the prior year
EBITDA⁽¹⁾ of $2.2 million versus $3.0 million during the same period of the prior year
Adjusted EBITDA⁽¹⁾ of $5.4 million versus $6.2 million during the same period of the prior year
Gross profit of $19.7 million versus $21.3 million during the same period of the prior year
Non-GAAP gross profit⁽¹⁾ of $21.4 million (Non-GAAP gross margin⁽¹⁾ of 73%) versus $22.4 million (and 76% during the same period of the prior year)

Nine Months 2024 Financial Highlights

Revenue of $89.0 million down 4% versus the first nine months of prior year
Revenue (excluding ERTC revenue) of $87.4 million up 15% from $75.7 million in the first nine months of prior year
Recurring revenue (excluding ERTC revenue) of $86.0 million up 16% from $74.4 million in the first nine months of prior year
Net loss of $8.6 million versus a net loss of $5.6 million the first nine months of prior year
EBITDA⁽¹⁾ of $8.0 million versus $13.2 million the first nine months of prior year
Adjusted EBITDA⁽¹⁾ of $16.3 million versus $20.5 million the first nine months of prior year
Gross profit of $61.2 million versus $67.7 million during the first nine months of the prior year
Non-GAAP gross profit⁽¹⁾ of $65.6 million (Non-GAAP gross margin⁽¹⁾ of 74%) versus $71.5 million (and 77% during the first nine months of the prior year)

_______________
(1)This financial measure is not calculated in accordance with GAAP and is defined on page 4 of this press release. A reconciliation of this non-GAAP measure to the most applicable GAAP measure begins on page 11 of this release.

Recent Business Highlights

Payroll Tax Management Expansion: Asure’s Payroll Tax Management product gained significant momentum, going live with additional Workday and SAP clients during the third quarter. Key sales wins include one of America’s largest grocery chains and a nationally known HCM system integrator who assists large enterprises with Workday, SAP, and Oracle HCM implementations. These enterprise bookings have grown our backlog and still represent additional product and professional services opportunities.
HCM Architectural Milestone: Employee self-service capabilities have been decoupled from disparate payroll platforms and modularized as a single API-based service. This enhancement improves scalability and stability of the end-to-end HCM suite and further consolidates our technical footprint to a more flexible service-oriented architecture.
Entering Beta of New AI Agent: More than a chatbot, this new Generative-AI Agent handles inquiries related to payroll and payroll taxes takes secure action on behalf of the user. Through dynamic, interactive sessions, the AI Agent will answer questions and take actions on HR requests including time off requests, demographic changes, or changes to W-4 allowances.
Leadership Recognition: Asure Chairman and CEO, Pat Goepel, was named Austin Business Journal’s Best CEO of a Public Company for 2024, recognizing his leadership and commitment to Asure’s growth and success.
New financial services product to launch November 2024: Asure is introducing AsurePay™, an innovative financial solution offering working Americans a comprehensive online banking alternative. AsurePay™ combines features such as debit card access, fee-free ATM withdrawals, and paycheck advances through a unique interest-bearing banking solution, designed to improve employee engagement, while also improving overall employer efficiency. This solution is easily accessible through an intuitive mobile app.

Management Commentary

Asure Chairman and CEO, Pat Goepel, stated, “Our third quarter performance reflects strong, continued growth, with recurring revenue up 20% year-over-year. We’ve made great strides in transitioning to a more valuable revenue model, with 98% of our revenues now recurring, compared to 81% in the same quarter last year. Additionally, new bookings were up 141% year-over-year. Our backlog has grown significantly — over 35% from Q2 2024 and over 250% from Q3 2023. While large enterprise tax product deals have contributed to our success, their pace of implementation can vary. That said, we remain confident in our ability to maintain this positive trajectory.”

Goepel continued, “We’re seeing strong demand for our Payroll Tax Management product, we’re introducing new solutions, upgrading our technology, and making strategic acquisitions. Earlier in the year, we faced the challenge of replacing ERTC revenue, but those headwinds have now dissipated as we close out 2024 and this change in the composition of our revenues offers us strong momentum going into 2025. We are optimistic about the opportunities ahead for both the remainder of this year and into next year.”

Fourth Quarter 2024 and Full Year 2025 Revenue Guidance Ranges

The Company is providing the following guidance for the fourth quarter 2024 based on the Company’s year-to-date results and recent business trends. Management is initiating full year 2025 guidance to a range of $134M-$138M which does not include revenue from potential future acquisitions.

Guidance for 2024

Guidance Range		Q4-2024		FY-2024
Revenue	$	30M – 32M	$	119M -121M
Adjusted EBITDA⁽¹⁾	$	6M -7M		18% -19%

Guidance for 2025

Guidance Range		FY-2025
Revenue	$	134M – 138M
Adjusted EBITDA⁽¹⁾		23% – 24%

Management uses GAAP, non-GAAP and adjusted measures when planning, monitoring, and evaluating the Company’s performance. The primary purpose of using non-GAAP and adjusted measures is to provide supplemental information that may prove useful to investors and to enable investors to evaluate the Company’s results in the same way that management does.

Management believes that supplementing GAAP disclosures with non-GAAP and adjusted disclosures provides investors with a more complete view of the Company’s operational performance and allows for meaningful period-to-period comparisons and analysis of trends in the Company’s business. Further, to the extent that other companies use similar methods in calculating adjusted financial measures, the provision of supplemental non-GAAP and adjusted information can allow for a comparison of the Company’s relative performance against other companies that also report non-GAAP and adjusted operating results.

Management has not provided a reconciliation of guidance of GAAP to non-GAAP or adjusted disclosures because management is unable to predict the nature and materiality of non-recurring expenses without unreasonable effort.

Management’s projections are based on management’s current beliefs and assumptions about the Company’s business, and the industry and markets in which it operates; there are known and unknown risks and uncertainties associated with these projections. There can be no assurance that our actual results will not differ from the guidance set forth above. The Company assumes no obligation to update publicly any forward-looking statements, including its 2024 and 2025 earnings guidance, whether as a result of new information, future events or otherwise. Please refer to the “Use of Forward-Looking Statements” disclosures on page 6 of this press release as well as the risk factors in our quarterly and annual reports on file with the Securities and Exchange Commission for more information about risk that affect our business and industry.

Conference Call Details

Asure management will host a conference call on Thursday, October 31, 2024, at 3:30 pm Central (4:30 pm Eastern). Asure Chairman and CEO Pat Goepel and CFO John Pence will participate in the conference call followed by a question-and-answer session. The conference call will be broadcast live and available for replay via the investor relations section of the Company’s website. Analysts may participate on the conference call by dialing 877-407-9219 or 201-689-8852.

About Asure Software, Inc.

Asure Software (Nasdaq: ASUR) is a leading provider of Human Capital Management (“HCM”) software solutions. We help small and mid-sized companies grow by assisting them in building better teams with skills to stay compliant with ever-changing federal, state, and local tax jurisdictions and labor laws, and better allocate cash so they can spend their financial capital on growing their business rather than back-office overhead expenses. Asure’s Human Capital Management suite, named AsureHCM®, includes cloud-based Payroll, Tax Services, and Time & Attendance software and Asure Marketplace™ as well as human resources (“HR”) services ranging from HR projects to completely outsourcing payroll and HR staff. We also offer these products and services through our network of reseller partners. Visit us at asuresoftware.com.

Non-GAAP and Adjusted Financial Measures

This press release includes information about non-GAAP gross profit, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin. These non-GAAP and adjusted financial measures are measurements of financial performance that are not prepared in accordance with U.S. generally accepted accounting principles and computational methods may differ from those used by other companies. Non-GAAP and adjusted financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with the Company’s Condensed Consolidated Financial Statements prepared in accordance with GAAP. Non-GAAP and adjusted financial measures are reconciled to GAAP in the tables set forth in this release and are subject to reclassifications to conform to current period presentations.

Non-GAAP gross profit differs from gross profit in that it excludes amortization, share-based compensation, and one-time items.

Non-GAAP sales and marketing expense differs from sales and marketing expense in that it excludes share-based compensation and one-time items.

Non-GAAP general and administrative expense differs from general and administrative expense in that it excludes share-based compensation and one-time items.

Non-GAAP research and development expense differs from research and development expense in that it excludes share-based compensation and one-time items.

EBITDA differs from net income (loss) in that it excludes items such as interest, income taxes, depreciation, and amortization. Asure is unable to predict with reasonable certainty the ultimate outcome of these exclusions without unreasonable effort.

Adjusted EBITDA differs from EBITDA in that it excludes share-based compensation, other income (expense), net and one-time expenses. Asure is unable to predict with reasonable certainty the ultimate outcome of these exclusions without unreasonable effort.

All adjusted and non-GAAP measures presented as “margin” are computed by dividing the applicable adjusted financial measure by total revenue.

Specifically, as applicable to the respective financial measure, management is adjusting for the following items when calculating non-GAAP and adjusted financial measures as applicable for the periods presented. No additional adjustments have been made for potential income tax effects of the adjustments based on the Company’s current and anticipated de minimis effective federal tax rate, resulting from the Company’s continued losses for federal tax purposes and its tax net operating loss balances.

Share-Based Compensation Expenses. The Company’s compensation strategy includes the use of share-based compensation to attract and retain employees and executives. It is principally aimed at aligning their interests with those of our stockholders and at long-term employee retention, rather than motivating or rewarding operational performance for any particular period. Thus, share-based compensation expense varies for reasons that are generally unrelated to operational decisions and performance in any particular period.

Depreciation. The Company excludes depreciation of fixed assets. Also included in the expense is the depreciation of capitalized software costs.

Amortization of Purchased Intangibles. The Company views amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company’s research and development efforts, trade names, customer lists and customer relationships, and acquired lease intangibles, as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are continually evaluated for impairment, amortization of the cost of purchased intangibles is a static expense, one that is not typically affected by operations during any particular period.

Interest Expense, Net. The Company excludes accrued interest expense, the amortization of debt discounts and deferred financing costs.

Income Taxes. The Company excludes income taxes, both at the federal and state levels.

One-Time Expenses. The Company’s adjusted financial measures exclude the following costs to normalize comparable reporting periods, as these are generally non-recurring expenses that do not reflect the ongoing operational results. These items are typically not budgeted and are infrequent and unusual in nature.

Settlements, Penalties and Interest. The Company excludes legal settlements, including separation agreements, penalties and interest that are generally one-time in nature and not reflective of the operational results of the business.

Acquisition and Transaction Related Costs. The Company excludes these expenses as they are transaction costs and expenses that are generally one-time in nature and not reflective of the underlying operational results of our business. Examples of these types of expenses include legal, accounting, regulatory, other consulting services, severance and other employee costs.

Other non-recurring Expenses. The Company excludes these as they are generally non-recurring items that are not reflective of the underlying operational results of the business and are generally not anticipated to recur. Some examples of these types of expenses, historically, have included write-offs or impairments of assets, demolition of office space and cybersecurity consultants.

Other (Expense) Income, Net. The Company’s adjusted financial measures exclude Other (Expense) Income, Net because it includes items that are not reflective of the underlying operational results of the business, such as loan forgiveness, adjustments to contingent liabilities and credits earned as part of the CARES Act, passed by Congress in the wake of the coronavirus pandemic.

Use of Forward-Looking Statements

This press release contains certain statements made by management that may constitute “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements about our financial results may include expected or projected U.S GAAP and other operating and non-operating results. The words “believe,” “may,” “will,” “estimate,” “projects,” “anticipate,” “intend,” “expect,” “should,” “plan,” and similar expressions are intended to identify forward-looking statements. Examples of “forward-looking statements” include statements we make regarding our operating performance, future results of operations and financial position, revenue growth, earnings or other projections. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions, over many of which we have no control. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make.

The risks and uncertainties referred to above include—but are not limited to—the expiration of major revenue streams such as Employee Retention Tax Credits (“ERTC”) and the impact of the Internal Revenue Service recent measures regarding ERTC claims; risks associated with breaches of the Company’s security measures; risks associated with the Company’s rate of growth and anticipated revenue run rate, including impact of the current economic environment; the Company’s ability to convert deferred revenue and unbilled deferred revenue into revenue and cash flow, and ability to maintain continued growth of deferred revenue and unbilled deferred revenue; privacy concerns and laws and other regulations may limit the effectiveness of our applications; the financial and other impact of any previous and future acquisitions; the Company’s ability to continue to release, gain customer acceptance of and provide support for new and improved versions of the Company’s services; successful customer deployment and utilization of the Company’s existing and future services; interruptions to supply chains and extended shut down of businesses; issues in the use of artificial intelligence in our HCM products and services; political unrest, including the current conflict between Russia and Ukraine and the ongoing conflict involving Israel in the Middle East; reductions in employment and an increase in business failures, specifically among our clients; possible fluctuations in the Company’s financial and operating results; regulatory pressures on economic relief enacted as a result of the COVID-19 pandemic that change or cause different interpretations with respect to eligibility for such programs; domestic and international regulatory developments, including changes to or applicability to our business of privacy and data securities laws, money transmitter laws and anti-money laundering laws; technological developments; the nature of the Company’s business model; interest rates; competition; various financial aspects of the Company’s subscription model; impairment of intangible assets; interruptions or delays in the Company’s services or the Company’s Web hosting; access to additional capital; the Company’s ability to hire, retain and motivate employees and manage the Company’s growth; litigation and any related claims, negotiations and settlements, including with respect to intellectual property matters or industry-specific regulations; volatility and weakness in bank and capital markets; factors affecting the Company’s deferred tax assets and ability to value and utilize them; volatility and low trading volume of our common stock; collection of receivables; and general developments in the economy, financial markets, credit markets and the impact of current and future accounting pronouncements and other financial reporting standards. Please review the Company’s risk factors in its annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2024, and its quarterly reports on Form 10-Q filed with the SEC on August 1, 2024, and October 31, 2024.

The forward-looking statements, including the financial guidance 2024 and 2025 outlooks, contained in this press release represent the judgment of the Company as of the date of this press release, and the Company expressly disclaims any intent, obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations with regard to these forward looking statements or any change in events, conditions or circumstances on which any such statements are based.

ASURE SOFTWARE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (Unaudited)

	September 30, 2024			December 31, 2023

ASSETS
Current assets:
Cash and cash equivalents	$	11,248		$	30,317
Accounts receivable, net of allowance for credit losses of $6,150 and $4,787 at September 30, 2024 and December 31, 2023, respectively		17,233			14,202
Inventory		233			155
Prepaid expenses and other current assets		4,586			3,471
Total current assets before funds held for clients		33,300			48,145
Funds held for clients		193,589			219,075
Total current assets		226,889			267,220
Property and equipment, net		18,490			14,517
Goodwill		94,724			86,011
Intangible assets, net		73,429			62,082
Operating lease assets, net		4,401			4,991
Other assets, net		10,176			9,047
Total assets	$	428,109		$	443,868
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of notes payable	$	—		$	27
Accounts payable		1,317			2,570
Accrued compensation and benefits		4,277			6,519
Operating lease liabilities, current		1,600			1,490
Other accrued liabilities		8,287			3,862
Deferred revenue		3,029			6,853
Total current liabilities before client fund obligations		18,510			21,321
Client fund obligations		193,951			220,019
Total current liabilities		212,461			241,340
Long-term liabilities:
Deferred revenue		2,276			16
Deferred tax liability		2,116			1,728
Notes payable, net of current portion		7,506			4,282
Operating lease liabilities, noncurrent		3,832			4,638
Other liabilities		765			209
Total long-term liabilities		16,495			10,873
Total liabilities		228,956			252,213
Stockholders’ equity:
Preferred stock, $0.01 par value; 1,500 shares authorized; none issued or outstanding		—			—
Common stock, $0.01 par value; 44,000 shares authorized; 26,540 and 25,382 shares issued, 26,540 and 24,998 shares outstanding at September 30, 2024 and December 31, 2023, respectively		265			254
Treasury stock at cost, zero(1) and 384 shares at September 30, 2024 and December 31, 2023, respectively		—			(5,017	)
Additional paid-in capital		502,920			487,973
Accumulated deficit		(304,022	)		(290,440	)
Accumulated other comprehensive loss		(10	)		(1,115	)
Total stockholders’ equity		199,153			191,655
Total liabilities and stockholders’ equity	$	428,109		$	443,868
(1) The aggregate Treasury stock of prior repurchases of the Company’s own common stock was retired and subsequently issued effective January 1, 2024. See the Condensed Consolidated Statement of Changes in Stockholders’ Equity for the impact of this transaction.

ASURE SOFTWARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands, except per share amounts) (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
		2024			2023			2024			2023

Revenue:
Recurring	$	28,626		$	23,833		$	85,950		$	74,749
Professional services, hardware and other		678			5,501			3,050			18,069
Total revenue		29,304			29,334			89,000			92,818
Cost of sales		9,600			8,054			27,821			25,120
Gross profit		19,704			21,280			61,179			67,698
Operating expenses:
Sales and marketing		6,680			6,597			21,371			22,312
General and administrative		10,378			9,294			30,559			29,586
Research and development		1,973			1,803			5,704			5,107
Amortization of intangible assets		4,295			3,333			11,790			9,929
Total operating expenses		23,326			21,027			69,424			66,934
(Loss) income from operations		(3,622	)		253			(8,245	)		764
Interest income		165			437			762			1,015
Interest expense		(274	)		(1,219	)		(662	)		(5,336	)
Loss on extinguishment of debt		—			(1,517	)		—			(1,517	)
Other (expense) income, net		—			(283	)		10			(291	)
Loss from operations before income taxes		(3,731	)		(2,329	)		(8,135	)		(5,365	)
Income tax expense (benefit)		170			(123	)		434			267
Net loss		(3,901	)		(2,206	)		(8,569	)		(5,632	)
Other comprehensive loss:
Unrealized income (loss) on marketable securities		1,340			(201	)		1,105			(213	)
Comprehensive loss	$	(2,561	)	$	(2,407	)	$	(7,464	)	$	(5,845	)

Basic and diluted loss per share
Basic	$	(0.15	)	$	(0.10	)	$	(0.33	)	$	(0.27	)
Diluted	$	(0.15	)	$	(0.10	)	$	(0.33	)	$	(0.27	)

Weighted average basic and diluted shares
Basic		26,429			22,591			25,870			21,204
Diluted		26,429			22,591			25,870			21,204

ASURE SOFTWARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited)

	Nine Months Ended September 30,
		2024			2023

Cash flows from operating activities:
Net loss	$	(8,569	)	$	(5,632	)
Adjustments to reconcile loss to net cash (used) in provided by operations:
Depreciation and amortization		16,200			14,243
Amortization of operating lease assets		1,025			1,129
Amortization of debt financing costs and discount		531			548
Non-cash interest expense		—			1,471
Net accretion of discounts on available-for-sale securities		(273	)		(63	)
Provision for expected losses		111			2,004
Provision for deferred income taxes		388			111
Loss on extinguishment of debt		—			1,208
Net realized gains on sales of available-for-sale securities		(1,929	)		(1,645	)
Share-based compensation		4,981			4,170
Loss on disposals of long-term assets		—			132
Change in fair value of contingent purchase consideration		—			175
Changes in operating assets and liabilities:
Accounts receivable		(3,142	)		(5,014	)
Inventory		(78	)		159
Prepaid expenses and other assets		(1,656	)		4,031
Operating lease right-of-use assets		—			473
Accounts payable		(1,253	)		(498	)
Accrued expenses and other long-term obligations		(1,052	)		918
Operating lease liabilities		(1,139	)		(895	)
Deferred revenue		(4,539	)		(5,190	)
Net cash (used) in provided by operating activities		(394	)		11,835
Cash flows from investing activities:
Acquisition of intangible asset		(12,397	)		(697	)
Purchases of property and equipment		(546	)		(1,365	)
Software capitalization costs		(7,677	)		(5,029	)
Purchases of available-for-sale securities		(10,914	)		(21,513	)
Proceeds from sales and maturities of available-for-sale securities		13,325			10,428
Net cash used in investing activities		(18,209	)		(18,176	)
Cash flows from financing activities:
Payments of notes payable		(420	)		(35,627	)
Debt extinguishment costs		—			(468	)
Payments made on amounts due for the acquisition of intangible assets		(658	)		—
Net proceeds from issuance of common stock		902			45,986
Capital raise fees		(47	)		(258	)
Net change in client fund obligations		(26,068	)		(31,033	)
Net cash used in financing activities		(26,291	)		(21,400	)
Net decrease in cash and cash equivalents		(44,894	)		(27,741	)
Cash and cash equivalents, beginning of period		177,622			164,042
Cash and cash equivalents, end of period	$	132,728		$	136,301

ASURE SOFTWARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (in thousands) (Unaudited)

	Nine Months Ended September 30,
		2024		2023

Reconciliation of cash and cash equivalents to the Condensed Consolidated Balance Sheets
Cash and cash equivalents	$	11,248	$	32,787
Cash and cash equivalents included in funds held for clients		121,480		103,514
Total cash and cash equivalents	$	132,728	$	136,301

Supplemental information:
Cash paid for interest	$	—	$	3,140
Cash paid for income taxes	$	15	$	532

Non-cash investing and financing activities:
Acquisition of intangible assets	$	6,918	$	332
Notes payable issued for acquisitions	$	3,138	$	—
Shares issued for acquisitions	$	9,125	$	2,543

ASURE SOFTWARE, INC. RECONCILIATION OF NON-GAAP AND ADJUSTED FINANCIAL MEASURES (unaudited)

(in thousands)	Q3-24			Q2-24			Q1-24			Q4-23			Q3-23			Q2-23			Q1-23			Q4-22
Revenue⁽¹⁾	$	29,304		$	28,044		$	31,652		$	26,264		$	29,334		$	30,420		$	33,064		$	29,292

Gross Profit to non-GAAP Gross Profit
Gross Profit	$	19,704		$	18,868		$	22,607		$	17,839		$	21,280		$	22,018		$	24,400		$	21,139
Gross Margin		67.2	%		67.3	%		71.4	%		67.9	%		72.5	%		72.4	%		73.8	%		72.2	%

Share-based Compensation		44			43			40			32			28			46			31			34
Depreciation		1,232			1,145			1,110			921			984			1,309			1,009			871
Amortization – intangibles		50			50			50			50			50			50			268			298
One-time expenses
Settlements, penalties & interest		2			3			—			(6	)		8			—			4			3
Acquisition and transaction costs		367			264			39			—			—			—			—			—
Non-GAAP Gross Profit	$	21,399		$	20,373		$	23,846		$	18,836		$	22,350		$	23,423		$	25,712		$	22,345
Non-GAAP Gross Margin		73.0	%		72.6	%		75.3	%		71.7	%		76.2	%		77.0	%		77.8	%		76.3	%

Sales and Marketing Expense to non-GAAP Sales and Marketing Expense
Sales and Marketing Expense	$	6,680		$	6,924		$	7,767		$	6,422		$	6,597		$	8,515		$	7,200		$	6,022

Share-based Compensation		269			237			243			180			210			149			124			93
Depreciation		1			—			1			1			—			—			—			—
One-time expenses
Settlements, penalties & interest		(5	)		5			18			6			30			4			11			—
Acquisition and transaction costs		68			37			11			—			—			—			—			—
Other non-recurring expenses		—			—			—			—			—			180			—			—
Non-GAAP Sales and Marketing Expense	$	6,347		$	6,645		$	7,494		$	6,235		$	6,357		$	8,182		$	7,065		$	5,929

General and Administrative Expense to non-GAAP General and Administrative Expense
General and Administrative Expense	$	10,378		$	10,118		$	10,063		$	9,747		$	9,294		$	10,336		$	9,956		$	9,720

Share-based Compensation		1,187			1,122			1,535			980			936			1,298			1,142			641
Depreciation		264			256			251			225			200			234			210			168
One-time expenses
Settlements, penalties & interest		377			304			98			284			101			432			102			34
Acquisition and transaction costs		371			245			57			51			—			—			—			—
Other non-recurring expenses		253			—			86			53			—			453			—			—
Non-GAAP General and Administrative Expense	$	7,926		$	8,191		$	8,036		$	8,154		$	8,057		$	7,919		$	8,502		$	8,877

Research and Development Expense to non-GAAP Research and Development Expense
Research and Development Expense	$	1,973		$	1,962		$	1,769		$	1,739		$	1,803		$	1,325		$	1,979		$	1,627

Share-based Compensation		90			86			85			69			76			89			40			70
One-time expenses
Settlements, penalties & interest		—			27			31			—			—			—			—			25
Acquisition and transaction costs		195			369			147			—			—			—			—			—
Non-GAAP Research and Development Expense	$	1,688		$	1,480		$	1,506		$	1,670		$	1,727		$	1,236		$	1,939		$	1,532

⁽¹⁾Note that first quarters are seasonally strong as recurring year-end W2/ACA revenue is recognized in this period.

ASURE SOFTWARE, INC. RECONCILIATION OF NON-GAAP AND ADJUSTED FINANCIAL MEASURES (cont.) (unaudited)

(in thousands)	Q3-24			Q2-24			Q1-24			Q4-23			Q3-23			Q2-23			Q1-23			Q4-22
Revenue⁽¹⁾	$	29,304		$	28,044		$	31,652		$	26,264		$	29,334		$	30,420		$	33,064		$	29,292

GAAP Net (Loss) Income to Adjusted EBITDA
GAAP Net (Loss) Income	$	(3,901	)	$	(4,360	)	$	(308	)	$	(3,582	)	$	(2,206	)	$	(3,765	)	$	339		$	(1,056	)

Interest expense, net		109			(53	)		(156	)		(24	)		782			1,593			1,944			1,429
Income taxes		170			231			33			(158	)		(123	)		627			(237	)		(94	)
Depreciation		1,497			1,402			1,361			1,148			1,185			1,542			1,219			1,039
Amortization – intangibles		4,345			4,096			3,499			3,743			3,384			3,343			3,570			3,648
EBITDA	$	2,220		$	1,316		$	4,429		$	1,127		$	3,022		$	3,340		$	6,835		$	4,966
EBITDA Margin		7.6	%		4.7	%		14.0	%		4.3	%		10.3	%		11.0	%		20.7	%		17.0	%

Share-based Compensation		1,591			1,488			1,902			1,260			1,251			1,582			1,337			838
One Time Expenses
Settlements, penalties & interest		375			339			147			283			140			436			117			62
Acquisition and transaction costs		1,001			914			254			51			—			—			—			—
Other non-recurring expenses		253			—			86			53			—			633			—			—
Other (expense) income, net		—			—			(10	)		1			1,800			93			(83	)		139
Adjusted EBITDA	$	5,440		$	4,057		$	6,808		$	2,775		$	6,213		$	6,084		$	8,206		$	6,005
Adjusted EBITDA Margin		18.6	%		14.5	%		21.5	%		10.6	%		21.2	%		20.0	%		24.8	%		20.5	%

⁽¹⁾Note that first quarters are seasonally strong as recurring year-end W2/ACA revenue is recognized in this period.

Investor Relations Contact
Patrick McKillop
Vice President, Investor Relations
617-335-5058
patrick.mckillop@asuresoftware.com

The MIL Network –

January 25, 2025

MIL-OSI New Zealand: Save the Children – World more dangerous than ever for children with crimes in conflict at highest ever in 2023

Source: Save the Children

The number of grave violations committed against children in war rose 15% in 2023 to the highest level since reporting started in 2005 with the biggest increases in Sudan and the occupied Palestinian territory, according to new report by Save the Children [1].

The report Stop the War on Children – Pathways to Peace analysed the number of verified grave violations against children in conflict since such records began, with the crimes including killing, maiming and abduction, sexual violence, recruitment into armed groups, attacks on schools and hospitals, and denial of humanitarian access to children.

The report found 31,721 documented cases of grave violations against children [2] in conflict took place in 2023, which equated to an average of 86 crimes against children per day, eclipsing the previous record set in 2022.

The largest total number of crimes were committed in the occupied Palestinian territory where 8,434 grave violations were verified – a quarter of the total number – and a 170% jump on the year before. This was followed by the Democratic Republic of Congo (with 3,805 verified cases, up from 2,420 cases in 2022) and Somalia (with 2,290 verified cases, slightly down from 2,783 cases in 2022).

The biggest relative increase in grave violations was recorded in Sudan, where cases increased fivefold since 2022 from 317 cases to 1,759 cases.

An horrific 11,338 cases of killing and maiming of children in conflict were documented around the world in 2023, representing a 31% rise compared to the previous year. This was the equivalent to an average of 31 children per day – an entire classroom – losing their life or being maimed. More than a third were Palestinian children.

Incidents of denial of humanitarian access – another grave violation against children in conflict – also reached an historic high with 5,158 incidents in 2023, compared to 3,931 the previous year – and more than 11 times higher than a decade ago. The occupied Palestinian territory recorded 3,250 incidents of denial of humanitarian access in 2023, the highest number ever recorded in any conflict setting.

The report also revealed that the last three decades have witnessed a staggering increase in the number of children living under the weight of war, with the number reaching 473 million children – or 19% of the world’s child population – in 2023 [3]. This share has nearly doubled from around 10% of the world’s child population in the mid-1990s, as children’s right to protection in conflict continued to be obliterated [4]

The report analysed global military spending and found it rose to $2.4 trillion in 2023 – or more than the entire GDP of Italy – while investments in peace and conflict prevention dwindled. The economic impact of violence, including the costs of prevention, containment, and addressing its consequences, has steadily risen, reaching $19.1 trillion in purchasing power parity (PPP) terms in 2023.

Sharmarke-, a 12-year-old boy living in Puntland, Somalia, lost his brother in the ongoing conflict in his homeland and yearns for peace. He said:

“If I had one wish, it would be for peace in Somalia. Peace is something that we have been without for so long that many of us don’t even know what it feels like. I wish for a country where families like mine don’t have to run from their homes in fear, where children can go to school without being afraid. Somalia has been broken by war, and it’s time for us to heal.”

Inger Ashing, CEO of Save the Children International, said:

“This report is devastating and leaves no doubt that the world is getting more dangerous for children. For so much of humanity we have seen progress on children’s rights and their protection, but in countries at war, the situation is sharply declining.

“We are seeing global military spending continuing to climb, while investments in conflict prevention are on the decline. The consequences of this misplaced focus are devastating. Ongoing conflicts in the DRC, occupied Palestinian territory, Sudan, and Ukraine, and so many other countries, have witnessed a horrific escalation in attacks against children, schools, and hospitals.

“These violations have ignited a global outcry and yet we haven’t seen any real and meaningful pledges for peace.

“States must take action. They need to uphold standards of conduct in conflict. They must hold perpetrators to account. They must protect humanitarian access. They need long term plans for peace. And they need to support children’s resilience and recovery. The future of millions of children depends on immediate and decisive global action.”

Gudrun Østby, Research Professor at the Peace Research Institute Oslo, said:

“The documented cases of crimes against children in conflict zones are horrific, yet these figures likely only scratch the surface. With an estimated 473 million children-or 19% globally -living in conflict areas, each of these children has a unique story and conflict experience.”

“Over the past few decades, the number of children living in conflict settings has risen steadily. The global share of children at risk due to conflict has nearly doubled since the 1990s. Now, more than ever, the need to protect the millions of children in conflict zones is both critical and urgent.”

Save the Children’s analysis also uncovered an alarming number of UN member states have signed onto less than half of the international legal and political instruments that provide protection children in conflict. As many as 43 UN members, or more than 20%, many of which are involved in armed conflict, have failed to sign or endorse more than six of the twelve instruments, showing a large gap in commitment to child protection. At the same time, arms sales continue to fuel conflicts, with weapons being transferred to actors notorious for violating children’s rights [5].

Peaceful childhoods are a critical part of building peaceful societies. As government leaders and civil society, including activists, survivors, and young people, prepare to meet at the inaugural Global Ministerial Conference on Violence Against Children in Colombia next month, this report highlights the urgent need for intensified global action to combat violence against children in conflict and build a safer future for children worldwide. Despite the degradation of the rules-based order, there are reasons for optimism, including advancements in accountability, effective implementation practices, and growing popular mobilization for peace and safety for children.

NOTES:

Stop the War on Children: Pathways to Peace – can be accessed here.

[1] Analysis by Save the Children of the 2024 United Nations annual report of the Secretary-General on children and armed conflict, based on data reported and verified in 2023. The analysis also draws on previous Save the Children mapping of the number of grave violations in the reports on children and armed conflict from 2005-23. Unlike the annual UN reports on children and conflict, we have included verified incidents of military use of hospitals and schools under the grave violation attacks on schools and hospitals when we add up the grave violations in each conflict setting.

[2] The six grave violations against children: the UN Security Council has identified six grave violations against children in situations of armed conflict: killing and maiming of children; recruitment or use of children in armed forces and groups; rape and other forms of sexual violence against children; abduction of children; attacks against schools and hospitals; and denial of humanitarian access to children. These grave violations were defined on the basis of their egregious nature and their severe impact on children’s wellbeing. In addition to the six violations, the annual UN has verified cases of detention of children since 2012 and presented them in the report.

[3] Updated data on the number of children living in conflict zones conducted by the Peace Research Institute (PRIO), Oslo based on Uppsala Conﬂict Data Program’s Georeferenced Event Dataset (UCDP GED) cross-referenced with population data from Gridded Population of the World (GPW) and from the UN (2023).

[4] Figure 2, page 5. The share was 9,7% in 1995.

[5] Including the Safe Schools Declaration, Paris Commitments and the Explosive Weapons in Populated Areas (EWIPA) declaration.

MIL OSI New Zealand News –

January 25, 2025

MIL-OSI China: Chinese foreign minister holds talks with Finnish counterpart

Source: China State Council Information Office

Chinese Foreign Minister Wang Yi, also a member of the Political Bureau of the Communist Party of China Central Committee, holds talks with Finnish Foreign Minister Elina Valtonen in Beijing, capital of China, Oct. 30, 2024. [Photo/Xinhua]

Chinese Foreign Minister Wang Yi on Wednesday said that China hopes Finland can play a constructive role in urging the European Union (EU) to avoid politicizing economic and trade issues, properly resolve differences through dialogue and consultation, and jointly safeguard the overall situation of China-EU relations.

Wang, also a member of the Political Bureau of the Communist Party of China (CPC) Central Committee, made the remarks during his talks with Finnish Foreign Minister Elina Valtonen.

Wang noted that in 2017, the two heads of state jointly decided to elevate China-Finland relations to a future-oriented new-type cooperative partnership, which is unique in China’s foreign relations and fully reflects the distinctiveness and adaptability of the China-Finland relationship.

Finnish President Alexander Stubb’s state visit to China, accompanied by a high-profile delegation, is not only a continuation of friendship but also an opportunity to expand cooperation, Wang added.

The foreign ministries of the two countries should maintain close communication and coordination, implement the important consensus reached by the two heads of state, strengthen mutually beneficial cooperation in various fields, jointly tackle global challenges, and push China-Finland relations to a higher level, Wang said.

The EU imposing tariffs on Chinese electric vehicles obviously violates WTO rules and the principle of free trade, Wang stressed, noting that China has always believed that a universally beneficial and inclusive economic globalization is in the interests of all parties involved.

Valtonen said Finland looks forward to working closely with China to implement the important consensus reached by the two heads of state, strengthen cooperation in areas such as low-carbon, green energy and circular economy, and jointly address global challenges such as climate change.

As a member of the EU, Finland hopes that EU-China relations will maintain constructive development and supports both sides to strengthen cooperation and properly handle differences, Valtonen said.

It is expected that China will play a greater role in resolving international hotspot issues such as the Ukraine crisis, Valtonen added.

MIL OSI China News –

January 25, 2025

MIL-OSI China: Chinese FM meets with Russian deputy FM in Beijing

Source: China State Council Information Office

Chinese Foreign Minister Wang Yi, also a member of the Political Bureau of the Communist Party of China Central Committee, meets with Russian Deputy Foreign Minister Andrey Rudenko in Beijing, capital of China, Oct. 30, 2024. [Photo/Xinhua]

Chinese Foreign Minister Wang Yi met with Russian Deputy Foreign Minister Andrey Rudenko in Beijing on Wednesday.

Wang, also a member of the Political Bureau of the Communist Party of China Central Committee, said that the China-Russia comprehensive strategic partnership of coordination is grounded in a natural logic of history and driven by strong internal dynamics, no matter how the international situation changes.

The development of the China-Russia relations does not target any third party or is subject to interference by any third party, he said.

Wang said under the leadership of the two heads of state, the China-Russia relations have maintained a sound momentum of development, which serves common interests of the people of both nations and allows them to make their respective contributions to safeguarding the purposes and principles of the UN Charter.

He noted that not long ago, the BRICS Summit was successfully held in Russia’s Kazan, making positive progress on the BRICS mechanism, promoting unity and self-strengthening of the Global South, and playing an important and constructive role in world peace and stability.

He urged the two sides to make joint efforts to coordinate cooperation in various fields and exchanges at all levels, and implement the consensus reached by the two heads of state.

China has taken over the rotating presidency of the Shanghai Cooperation Organization (SCO) and stands ready to work closely with Russia to promote new development of the SCO, Wang added.

Rudenko said that the head-of-state diplomacy has laid a good foundation for the development of bilateral relations.

Russia is ready to work with China to earnestly implement the arrangements made by the two heads of state, maintain close high-level exchanges, strengthen practical cooperation, continue to maintain coordination on international and regional affairs, and push for new development of the Russia-China relations, Rudenko said.

They exchanged views on the Ukraine crisis.

MIL OSI China News –

January 25, 2025

MIL-OSI China: Zelensky confirms Ukraine asked for Tomahawk missiles from US

Source: China State Council Information Office 3

Ukrainian President Volodymyr Zelensky confirmed on Wednesday that the country has requested long-range Tomahawk missiles from the United States, the Ukrayinska Pravda media outlet reported.

“This was confidential information between Ukraine and the White House,” Zelensky said, commenting on recent media reports that suggested Kiev had requested for Tomahawk missiles.

The president said Ukraine asked for the long-range missiles as part of its “victory plan” planning to use them only if Russia “continues escalating” the conflict.

“I said it was a preventive tool,” Zelensky said.

Earlier this week, western media reported that Zelensky asked for Tomahawk missiles from the United States as part of the “non-nuclear deterrence package” in his “victory plan.”

The Tomahawk missiles have a range of about 2,400 km, according to local media reports.

MIL OSI China News –

January 25, 2025

MIL-OSI: ING posts 3Q2024 net result of €1,880 million, supported by commercial growth and strong income

Source: GlobeNewswire (MIL-OSI)

ING posts 3Q2024 net result of €1,880 million,
supported by commercial growth and strong income

3Q2024 profit before tax of €2,668 million with a four-quarter rolling average return on equity of 13.8%
•	Resilient net interest income, supported by volume growth in lending and deposits
•	Fee income increasing 11% year-on-year, surpassing €1 billion, with significant growth in both Retail and Wholesale Banking
•	Increase of 189,000 mobile primary customers and strong growth in mortgages
•	€2.5 billion distribution announced as we continue to align our capital to our target level

CEO statement “In the third quarter of 2024, we have again delivered strong results and are executing well on our strategy to accelerate growth, increase impact and deliver value for all stakeholders,” said Steven van Rijswijk, CEO of ING. “We have grown our customer base and taken important steps in our climate action approach. Our good commercial momentum has led to robust income growth, specifically in fee income. We have also seen increased lending and deposit volumes and resilient margins. “Fee income has continued to increase in line with our ambition to diversify our income and surpassed €1 billion for the first time. Fee income from retail investment products has continued to rise, reflecting an increase in assets under management and customer trading activity. Wholesale Banking has in particular benefited from higher deal flow in Global Capital Markets. “In Retail Banking, performance was supported by strong core lending growth of €6 billion, mainly in residential mortgages across all Retail markets. Our market share of new mortgage production has increased significantly in the Netherlands, as our quick processing of digital applications and our flexible operations helped us in a very competitive market. This is a clear example of how we increase impact and deliver value for customers. “Wholesale Banking income was resilient, supported by volume growth in lending and deposits in addition to strong results in Payments & Cash Management and Financial Markets. Our Capital Markets Advisory business continues to grow following investments to further build on our expertise. We aim to optimise our capital efficiency and during this quarter we have significantly reduced our risk-weighted assets (RWA) in Wholesale Banking. “Expenses have risen 2% from the last quarter as we invest in growing our business. Risk costs were €336 million, in line with our through-the-cycle-average. Our four-quarter rolling return on equity came out at 13.8% and our CET1 ratio increased to 14.3%, driven by our strong profitability and lower RWA. “We continue to take steps to converge our CET1 capital ratio to our target level of around 12.5%. The share buyback programme announced in May 2024 has been completed and we today announce a next distribution of €2.5 billion, which will have a pro forma impact of 76 basis points on our CET1 ratio. Operating at the right level of capital is in the best interest of all our stakeholders and allows us to support customers and the economy in the countries we operate in. “In September, we have published our Climate Progress Update 2024, which shares our sharpened approach to client engagement, our updated energy policy and the latest on our Terra approach. We aim to make an impact by working with clients on their transitions to net zero while financing the technologies and solutions needed for a sustainable future. “We are well positioned to continue to execute our strategy and grow our business, and I would like to thank our customers for their loyalty and our employees for their contributions to our excellent third-quarter performance.”

Further information All publications related to ING’s 3Q 2024 results can be found at the quarterly results publications page on ING.com. For more on investor information, go to www.ing.com/investors. A short ING ON AIR video with CEO Steven van Rijswijk discussing our 3Q 2024 results is available on Youtube. For further information on ING, please visit www.ing.com. Frequent news updates can be found in the Newsroom or via the @ING_news X-feed. Photos of ING operations, buildings and its executives are available for download at Flickr.

Investor conference call, Media meeting and webcasts Steven van Rijswijk, Tanate Phutrakul and Ljiljana Čortan will discuss the results in an Investor conference call on 31 October 2024 at 9:00 a.m. CET. Members of the investment community can join the conference call at +31 20 708 5074 (NL), or +44 330 551 0202 (UK) (registration required via invitation) and via live audio webcast at www.ing.com. Steven van Rijswijk, Tanate Phutrakul and Ljiljana Čortan will also discuss the results in a Media conference call on 31 October 2024 at 11:00 a.m. CET. Journalists can dial-in via +31 20 708 5073 (NL), or +44 330 551 0200 (UK) – quote ING Media Call when prompted by the operator. The conference call can also be followed via live audio webcast at www.ing.com.

Investor enquiries E: investor.relations@ing.com Press enquiries T: +31 20 576 5000 E: media.relations@ing.com


ING Profile ING is a global financial institution with a strong European base, offering banking services through its operating company ING Bank. The purpose of ING Bank is: empowering people to stay a step ahead in life and in business. ING Bank’s more than 60,000 employees offer retail and wholesale banking services to customers in over 40 countries. ING Group shares are listed on the exchanges of Amsterdam (INGA NA, INGA.AS), Brussels and on the New York Stock Exchange (ADRs: ING US, ING.N). ING aims to put sustainability at the heart of what we do. Our policies and actions are assessed by independent research and ratings providers, which give updates on them annually. ING’s ESG rating by MSCI was reconfirmed by MSCI as ‘AA’ in August 2024 for the fifth year. As of December 2023, in Sustainalytics’ view, ING’s management of ESG material risk is ‘Strong’. Our current ESG Risk Rating, is 17.2 (Low Risk). ING Group shares are also included in major sustainability and ESG index products of leading providers. Here are some examples: Euronext, STOXX, Morningstar and FTSE Russell. Important legal information Elements of this press release contain or may contain information about ING Groep N.V. and/ or ING Bank N.V. within the meaning of Article 7(1) to (4) of EU Regulation No 596/2014 (‘Market Abuse Regulation’). ING Group’s annual accounts are prepared in accordance with International Financial Reporting Standards as adopted by the European Union (‘IFRS- EU’). In preparing the financial information in this document, except as described otherwise, the same accounting principles are applied as in the 2023 ING Group consolidated annual accounts. All figures in this document are unaudited. Small differences are possible in the tables due to rounding. Certain of the statements contained herein are not historical facts, including, without limitation, certain statements made of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those in such statements due to a number of factors, including, without limitation: (1) changes in general economic conditions and customer behaviour, in particular economic conditions in ING’s core markets, including changes affecting currency exchange rates and the regional and global economic impact of the invasion of Russia into Ukraine and related international response measures (2) changes affecting interest rate levels (3) any default of a major market participant and related market disruption (4) changes in performance of financial markets, including in Europe and developing markets (5) fiscal uncertainty in Europe and the United States (6) discontinuation of or changes in ‘benchmark’ indices (7) inflation and deflation in our principal markets (8) changes in conditions in the credit and capital markets generally, including changes in borrower and counterparty creditworthiness (9) failures of banks falling under the scope of state compensation schemes (10) noncompliance with or changes in laws and regulations, including those concerning financial services, financial economic crimes and tax laws, and the interpretation and application thereof (11) geopolitical risks, political instabilities and policies and actions of governmental and regulatory authorities, including in connection with the invasion of Russia into Ukraine and the related international response measures (12) legal and regulatory risks in certain countries with less developed legal and regulatory frameworks (13) prudential supervision and regulations, including in relation to stress tests and regulatory restrictions on dividends and distributions (also among members of the group) (14) ING’s ability to meet minimum capital and other prudential regulatory requirements (15) changes in regulation of US commodities and derivatives businesses of ING and its customers (16) application of bank recovery and resolution regimes, including write down and conversion powers in relation to our securities (17) outcome of current and future litigation, enforcement proceedings, investigations or other regulatory actions, including claims by customers or stakeholders who feel misled or treated unfairly, and other conduct issues (18) changes in tax laws and regulations and risks of non-compliance or investigation in connection with tax laws, including FATCA (19) operational and IT risks, such as system disruptions or failures, breaches of security, cyber-attacks, human error, changes in operational practices or inadequate controls including in respect of third parties with which we do business and including any risks as a result of incomplete, inaccurate, or otherwise flawed outputs from the algorithms and data sets utilized in artificial intelligence (20) risks and challenges related to cybercrime including the effects of cyberattacks and changes in legislation and regulation related to cybersecurity and data privacy, including such risks and challenges as a consequence of the use of emerging technologies, such as advanced forms of artificial intelligence and quantum computing (21) changes in general competitive factors, including ability to increase or maintain market share (22) inability to protect our intellectual property and infringement claims by third parties (23) inability of counterparties to meet financial obligations or ability to enforce rights against such counterparties (24) changes in credit ratings (25) business, operational, regulatory, reputation, transition and other risks and challenges in connection with climate change and ESG-related matters, including data gathering and reporting (26) inability to attract and retain key personnel (27) future liabilities under defined benefit retirement plans (28) failure to manage business risks, including in connection with use of models, use of derivatives, or maintaining appropriate policies and guidelines (29) changes in capital and credit markets, including interbank funding, as well as customer deposits, which provide the liquidity and capital required to fund our operations, and (30) the other risks and uncertainties detailed in the most recent annual report of ING Groep N.V. (including the Risk Factors contained therein) and ING’s more recent disclosures, including press releases, which are available on www.ING.com. This document may contain ESG-related material that has been prepared by ING on the basis of publicly available information, internally developed data and other third-party sources believed to be reliable. ING has not sought to independently verify information obtained from public and third-party sources and makes no representations or warranties as to accuracy, completeness, reasonableness or reliability of such information. Materiality, as used in the context of ESG, is distinct from, and should not be confused with, such term as defined in the Market Abuse Regulation or as defined for Securities and Exchange Commission (‘SEC’) reporting purposes. Any issues identified as material for purposes of ESG in this document are therefore not necessarily material as defined in the Market Abuse Regulation or for SEC reporting purposes. In addition, there is currently no single, globally recognized set of accepted definitions in assessing whether activities are “green” or “sustainable.” Without limiting any of the statements contained herein, we make no representation or warranty as to whether any of our securities constitutes a green or sustainable security or conforms to present or future investor expectations or objectives for green or sustainable investing. For information on characteristics of a security, use of proceeds, a description of applicable project(s) and/or any other relevant information, please reference the offering documents for such security. This document may contain inactive textual addresses to internet websites operated by us and third parties. Reference to such websites is made for information purposes only, and information found at such websites is not incorporated by reference into this document. ING does not make any representation or warranty with respect to the accuracy or completeness of, or take any responsibility for, any information found at any websites operated by third parties. ING specifically disclaims any liability with respect to any information found at websites operated by third parties. ING cannot guarantee that websites operated by third parties remain available following the publication of this document, or that any information found at such websites will not change following the filing of this document. Many of those factors are beyond ING’s control. Any forward-looking statements made by or on behalf of ING speak only as of the date they are made, and ING assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or for any other reason. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States or any other jurisdiction.

Attachment

Full ING 3Q2024 results Press Release (PDF)

The MIL Network –

January 25, 2025

MIL-OSI: ING announces shareholder distribution of up to €2.5 billion

Source: GlobeNewswire (MIL-OSI)

ING announces shareholder distribution of up to €2.5 billion

ING announced today an additional shareholder distribution of up to €2.5 billion. The distribution consists of a share buyback programme for a maximum total amount of €2 billion and a cash dividend payment of €500 million. The purpose of the additional distribution is to converge our CET1 ratio towards our target of around 12.5%.

ING Group’s CET1 ratio was 14.3% at the end of the third quarter of 2024, which is well above the prevailing CET1 ratio requirement of 10.71%. The additional distribution will have an expected pro-forma impact of approximately 76 bps on our CET1 ratio. The share buyback programme will commence on 31 October 2024 and is expected to end no later than 30 April 2025. The cash dividend will be paid on 16 January 2025.

The ECB has approved the distribution, and the share buyback programme will be executed in compliance with the Market Abuse Regulation and within the limitations of the existing authority to acquire a maximum of 20% of the issued shares as granted by the general meeting of shareholders on 22 April 2024. ING has entered a non-discretionary arrangement with a financial intermediary to conduct the buyback.

ING will provide weekly updates on the progress of the programme via a press release and on the Investor Relations section of the ING website: https://www.ing.com/Investor-relations/Share-information/Share-buyback-programme.htm.

Note for editors

For further information on ING, please visit www.ing.com. Frequent news updates can be found in the Newsroom or via the @ING_news Twitter feed. Photos of ING operations, buildings and its executives are available for download at Flickr. ING presentations are available at SlideShare.

Press enquiries			Investor enquiries
Christoph Linke			ING Group Investor Relations
+31 20 576 5000			+31 20 576 6396
Christoph.Linke@ing.com			Investor.Relations@ing.com

ING PROFILE
ING is a global financial institution with a strong European base, offering banking services through its operating company ING Bank. The purpose of ING Bank is: empowering people to stay a step ahead in life and in business. ING Bank’s more than 60,000 employees offer retail and wholesale banking services to customers in over 40 countries.

ING Group shares are listed on the exchanges of Amsterdam (INGA NA, INGA.AS), Brussels and on the New York Stock Exchange (ADRs: ING US, ING.N).

Sustainability is an integral part of ING’s strategy, evidenced by ING’s leading position in sector benchmarks. ING’s Environmental, Social and Governance (ESG) rating by MSCI was affirmed ‘AA’ in July 2023. As of December 2023, Sustainalytics considers ING’s management of ESG material risk to be ‘strong’. ING Group shares are also included in major sustainability and ESG index products of leading providers Euronext, STOXX, Morningstar and FTSE Russell. Society is transitioning to a low-carbon economy. So are our clients, and so is ING. We finance a lot of sustainable activities, but we still finance more that’s not. Follow our progress on ing.com/climate.

Important legal information

Elements of this press release contain or may contain information about ING Groep N.V. and/ or ING Bank N.V. within the meaning of Article 7(1) to (4) of EU Regulation No 596/2014 (‘Market Abuse Regulation’).

ING Group’s annual accounts are prepared in accordance with International Financial Reporting Standards as adopted by the European Union (‘IFRS- EU’). In preparing the financial information in this document, except as described otherwise, the same accounting principles are applied as in the 2023 ING Group consolidated annual accounts. All figures in this document are unaudited. Small differences are possible in the tables due to rounding.

Certain of the statements contained herein are not historical facts, including, without limitation, certain statements made of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to diﬀer materially from those expressed or implied in such statements. Actual results, performance or events may diﬀer materially from those in such statements due to a number of factors, including, without limitation: (1) changes in general economic conditions and customer behaviour, in particular economic conditions in ING’s core markets, including changes affecting currency exchange rates and the regional and global economic impact of the invasion of Russia into Ukraine and related international response measures (2) changes affecting interest rate levels (3) any default of a major market participant and related market disruption (4) changes in performance of financial markets, including in Europe and developing markets (5) fiscal uncertainty in Europe and the United States (6) discontinuation of or changes in ‘benchmark’ indices (7) inflation and deflation in our principal markets (8) changes in conditions in the credit and capital markets generally, including changes in borrower and counterparty creditworthiness (9) failures of banks falling under the scope of state compensation schemes (10) non-compliance with or changes in laws and regulations, including those concerning financial services, financial economic crimes and tax laws, and the interpretation and application thereof (11) geopolitical risks, political instabilities and policies and actions of governmental and regulatory authorities, including in connection with the invasion of Russia into Ukraine and the related international response measures (12) legal and regulatory risks in certain countries with less developed legal and regulatory frameworks (13) prudential supervision and regulations, including in relation to stress tests and regulatory restrictions on dividends and distributions (also among members of the group) (14) ING’s ability to meet minimum capital and other prudential regulatory requirements (15) changes in regulation of US commodities and derivatives businesses of ING and its customers (16) application of bank recovery and resolution regimes, including write down and conversion powers in relation to our securities (17) outcome of current and future litigation, enforcement proceedings, investigations or other regulatory actions, including claims by customers or stakeholders who feel misled or treated unfairly, and other conduct issues (18) changes in tax laws and regulations and risks of non-compliance or investigation in connection with tax laws, including FATCA (19) operational and IT risks, such as system disruptions or failures, breaches of security, cyber-attacks, human error, changes in operational practices or inadequate controls including in respect of third parties with which we do business and including any risks as a result of incomplete, inaccurate, or otherwise flawed outputs from the algorithms and data sets utilized in artificial intelligence (20) risks and challenges related to cybercrime including the eﬀects of cyberattacks and changes in legislation and regulation related to cybersecurity and data privacy, including such risks and challenges as a consequence of the use of emerging technologies, such as advanced forms of artificial intelligence and quantum computing (21) changes in general competitive factors, including ability to increase or maintain market share (22) inability to protect our intellectual property and infringement claims by third parties (23) inability of counterparties to meet financial obligations or ability to enforce rights against such counterparties (24) changes in credit ratings (25) business, operational, regulatory, reputation, transition and other risks and challenges in connection with climate change and ESG-related matters, including data gathering and reporting (26) inability to attract and retain key personnel (27) future liabilities under defined benefit retirement plans (28) failure to manage business risks, including in connection with use of models, use of derivatives, or maintaining appropriate policies and guidelines (29) changes in capital and credit markets, including interbank funding, as well as customer deposits, which provide the liquidity and capital required to fund our operations, and (30) the other risks and uncertainties detailed in the most recent annual report of ING Groep N.V. (including the Risk Factors contained therein) and ING’s more recent disclosures, including press releases, which are available on www.ING.com.

This document may contain ESG-related material that has been prepared by ING on the basis of publicly available information, internally developed data and other third-party sources believed to be reliable. ING has not sought to independently verify information obtained from public and third-party sources and makes no representations or warranties as to accuracy, completeness, reasonableness or reliability of such information.

Materiality, as used in the context of ESG, is distinct from, and should not be confused with, such term as defined in the Market Abuse Regulation or as defined for Securities and Exchange Commission (‘SEC’) reporting purposes. Any issues identified as material for purposes of ESG in this document are therefore not necessarily material as defined in the Market Abuse Regulation or for SEC reporting purposes. In addition, there is currently no single, globally recognized set of accepted definitions in assessing whether activities are “green” or “sustainable.” Without limiting any of the statements contained herein, we make no representation or warranty as to whether any of our securities constitutes a green or sustainable security or conforms to present or future investor expectations or objectives for green or sustainable investing. For information on characteristics of a security, use of proceeds, a description of applicable project(s) and/or any other relevant information, please reference the offering documents for such security.

This document may contain inactive textual addresses to internet websites operated by us and third parties. Reference to such websites is made for information purposes only, and information found at such websites is not incorporated by reference into this document. ING does not make any representation or warranty with respect to the accuracy or completeness of, or take any responsibility for, any information found at any websites operated by third parties. ING specifically disclaims any liability with respect to any information found at websites operated by third parties. ING cannot guarantee that websites operated by third parties remain available following the publication of this document, or that any information found at such websites will not change following the filing of this document. Many of those factors are beyond ING’s control.

Any forward-looking statements made by or on behalf of ING speak only as of the date they are made, and ING assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or for any other reason.

This document does not constitute an oﬀer to sell, or a solicitation of an oﬀer to purchase, any securities in the United States or any other jurisdiction.

Attachment

ING announces shareholder distribution of up to €2.5 billion

The MIL Network –

January 25, 2025

MIL-OSI: SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

Source: GlobeNewswire (MIL-OSI)

SHELL PLC
3rd QUARTER 2024 UNAUDITED RESULTS



SUMMARY OF UNAUDITED RESULTS
Quarters				$ million		Nine months
Q3 2024	Q2 2024	Q3 2023	%¹		Reference	2024	2023	%
4,291	3,517	7,044	+22	Income/(loss) attributable to Shell plc shareholders		15,166	18,887	-20
6,028	6,293	6,224	-4	Adjusted Earnings	A	20,055	20,944	-4
16,005	16,806	16,336	-5	Adjusted EBITDA	A	51,523	52,204	-1
14,684	13,508	12,332	+9	Cash flow from operating activities		41,522	41,622	—
(3,857)	(3,338)	(4,827)		Cash flow from investing activities		(10,723)	(12,080)
10,827	10,170	7,505		Free cash flow	G	30,799	29,542
4,950	4,719	5,649		Cash capital expenditure	C	14,161	17,280
9,570	8,950	10,097	+7	Operating expenses	F	27,517	29,062	-5
8,864	8,651	9,735	+2	Underlying operating expenses	F	26,569	28,635	-7
12.8%	12.8%	13.9%		ROACE2	D	12.8%	13.9%
76,613	75,468	82,147		Total debt	E	76,613	82,147
35,234	38,314	40,470		Net debt	E	35,234	40,470
15.7%	17.0%	17.3%		Gearing	E	15.7%	17.3%
2,801	2,817	2,706	-1	Oil and gas production available for sale (thousand boe/d)		2,843	2,779	+2
0.69	0.55	1.06	+25	Basic earnings per share ($)		2.39	2.78	-14
0.96	0.99	0.93	-3	Adjusted Earnings per share ($)	B	3.16	3.08	+3
0.3440	0.3440	0.3310	—	Dividend per share ($)		1.0320	0.9495	+9

1.Q3 on Q2 change

2.Effective first quarter 2024, the definition has been amended and comparative information has been revised. See Reference D.

Quarter Analysis1

Income attributable to Shell plc shareholders, compared with the second quarter 2024, reflected lower refining margins, lower realised oil prices and higher operating expenses partly offset by favourable tax movements, and higher Integrated Gas volumes.

Third quarter 2024 income attributable to Shell plc shareholders also included unfavourable movements relating to an accounting mismatch due to fair value accounting of commodity derivatives, charges related to redundancy and restructuring, and net impairment charges and reversals. These items are included in identified items amounting to a net loss of $1.3 billion in the quarter. This compares with identified items in the second quarter 2024 which amounted to a net loss of $2.7 billion.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as income attributable to Shell plc shareholders and adjusted for the above identified items and the cost of supplies adjustment of positive $0.5 billion.

Cash flow from operating activities for the third quarter 2024 was $14.7 billion, and primarily driven by Adjusted EBITDA, and working capital inflows of $2.7 billion partly offset by tax payments of $3.0 billion. The working capital inflow mainly reflected inventory movements due to lower oil prices and lower volumes.

Cash flow from investing activities for the quarter was an outflow of $3.9 billion, and included cash capital expenditure of $4.9 billion.

Net debt and Gearing: At the end of the third quarter 2024, net debt was $35.2 billion, compared with $38.3 billion at the end of the second quarter 2024, mainly reflecting free cash flow, partly offset by share buybacks, cash dividends paid to Shell plc shareholders, lease additions and interest payments. Gearing was 15.7% at the end of the third quarter 2024, compared with 17.0% at the end of the second quarter 2024, mainly driven by lower net debt.



SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

Shareholder distributions

Total shareholder distributions in the quarter amounted to $5.7 billion comprising repurchases of shares of $3.5 billion and cash dividends paid to Shell plc shareholders of $2.2 billion. Dividends declared to Shell plc shareholders for the third quarter 2024 amount to $0.3440 per share. Shell has now completed $3.5 billion of share buybacks announced in the second quarter 2024 results announcement. Today, Shell announces a share buyback programme of $3.5 billion which is expected to be completed by the fourth quarter 2024 results announcement.

Nine Months Analysis1

Income attributable to Shell plc shareholders, compared with the first nine months 2023, reflected lower refining margins, lower LNG trading and optimisation margins, lower realised LNG and gas prices as well as lower trading and optimisation margins of power and pipeline gas in Renewables and Energy Solutions, partly offset by lower operating expenses, higher Marketing margins and volumes, higher realised Chemicals margins, and higher Integrated Gas and Upstream volumes.

First nine months 2024 income attributable to Shell plc shareholders also included net impairment charges and reversals, reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures, unfavourable movements relating to an accounting mismatch due to fair value accounting of commodity derivatives, and charges related to redundancy and restructuring, partly offset by favourable differences in exchange rates and inflationary adjustments on deferred tax. These charges, reclassifications and movements are included in identified items amounting to a net loss of $4.6 billion. This compares with identified items in the first nine months 2023 which amounted to a net loss of $2.2 billion.

Adjusted Earnings and Adjusted EBITDA2 for the first nine months 2024 were driven by the same factors as income attributable to Shell plc shareholders and adjusted for identified items and the cost of supplies adjustment of positive $0.3 billion.

Cash flow from operating activities for the first nine months 2024 was $41.5 billion, and primarily driven by Adjusted EBITDA, the timing impact of payments relating to emission certificates and biofuel programmes of $1.2 billion and cash inflows relating to commodity derivatives of $1.2 billion, partly offset by tax payments of $9.1 billion, and working capital outflow of $0.3 billion.

Cash flow from investing activities for the first nine months 2024 was an outflow of $10.7 billion and included cash capital expenditure of $14.2 billion, partly offset by divestment proceeds of $2.0 billion, and interest received of $1.8 billion.

This Unaudited Condensed Interim Financial Report, together with supplementary financial and operational disclosure for this quarter, is available at www.shell.com/investors 3 .

1.All earnings amounts are shown post-tax, unless stated otherwise.

2.Adjusted EBITDA is without taxation.

3.Not incorporated by reference.

THIRD QUARTER 2024 PORTFOLIO DEVELOPMENTS

Integrated Gas

In July 2024, we announced the final investment decision (FID) on the Manatee project, an undeveloped gas field in the East Coast Marine Area (ECMA) in Trinidad and Tobago.

In July 2024, we signed an agreement to invest in the Abu Dhabi National Oil Company’s (ADNOC) Ruwais LNG project in Abu Dhabi through a 10% participating interest. The Ruwais LNG project will consist of two 4.8 mtpa LNG liquefaction trains with a total capacity of 9.6 mtpa.

In August 2024, Arrow Energy, an incorporated joint venture between Shell (50%) and PetroChina (50%), announced plans to develop Phase 2 of Arrow Energy’s Surat Gas Project in Queensland, Australia. The gas from the project will flow to the Shell-operated QCLNG LNG (joint venture between Shell (73.75%), CNOOC (25%) and MidOcean Energy (1.25%)) facility on Curtis Island, near Gladstone.

Upstream

In July 2024, the operator of the Jerun field in Malaysia, SapuraOMV Upstream Sdn Bhd, announced that first gas has been achieved. Jerun is operated by SapuraOMV Upstream (40%) in partnership with Sarawak Shell Berhad (30%) and PETRONAS Carigali Sdn Bhd (30%).

In August 2024, we announced the FID on a ‘waterflood’ project at our Vito asset in the US Gulf of Mexico. Water will be injected into the reservoir formation to displace additional oil.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

Marketing

In July 2024, we announced that we are temporarily pausing on-site construction work at our 820,000 tonnes a year biofuels facility at the Shell Energy and Chemicals Park Rotterdam in the Netherlands to address project delivery and ensure future competitiveness given current market conditions.

Renewables and Energy Solutions

In October 2024, we signed an agreement to acquire a 100% equity stake in RISEC Holdings, LLC (RISEC), which owns a 609-megawatt (MW) two-unit combined-cycle gas turbine power plant in Rhode Island, USA. The transaction is subject to regulatory approvals and is expected to close in the first quarter 2025.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

PERFORMANCE BY SEGMENT



INTEGRATED GAS
Quarters				$ million		Nine months
Q3 2024	Q2 2024	Q3 2023	%¹		Reference	2024	2023	%
2,631	2,454	2,156	+7	Segment earnings		7,846	5,325	+47
(240)	(220)	(375)		Of which: Identified items	A	(1,379)	(4,625)
2,871	2,675	2,531	+7	Adjusted Earnings	A	9,225	9,951	-7
5,234	5,039	4,874	+4	Adjusted EBITDA	A	16,410	17,189	-5
3,623	4,183	4,009	-13	Cash flow from operating activities	A	12,518	13,923	-10
1,236	1,151	1,099		Cash capital expenditure	C	3,429	3,000
136	137	122	-1	Liquids production available for sale (thousand b/d)		137	134	+2
4,669	4,885	4,517	-4	Natural gas production available for sale (million scf/d)		4,835	4,744	+2
941	980	900	-4	Total production available for sale (thousand boe/d)		971	952	+2
7.50	6.95	6.88	+8	LNG liquefaction volumes (million tonnes)		22.03	21.23	+4
17.04	16.41	16.01	+4	LNG sales volumes (million tonnes)		50.32	49.01	+3

1.Q3 on Q2 change

Integrated Gas includes liquefied natural gas (LNG), conversion of natural gas into gas-to-liquids (GTL) fuels and other products. It includes natural gas and liquids exploration and extraction, and the operation of the upstream and midstream infrastructure necessary to deliver these to market. Integrated Gas also includes the marketing, trading and optimisation of LNG.

Quarter Analysis1

Segment earnings, compared with the second quarter 2024, reflected higher LNG liquefaction volumes (increase of $237 million).

Third quarter 2024 segment earnings also included unfavourable movements of $213 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. These unfavourable movements are part of identified items and compare with the second quarter 2024 which included a charge of $122 million due to unrecoverable indirect tax receivables, and unfavourable movements of $98 million due to the fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the quarter was primarily driven by Adjusted EBITDA, partly offset by tax payments of $814 million, net cash outflows related to derivatives of $373 million and working capital outflows of $247 million.

Total oil and gas production, compared with the second quarter 2024, decreased by 4% mainly due to production-sharing contract effects, and higher maintenance in Trinidad and Tobago. LNG liquefaction volumes increased by 8% mainly due to higher feedgas supply in Nigeria, and Trinidad and Tobago.

Nine Months Analysis1

Segment earnings, compared with the first nine months 2023, reflected the combined effect of lower contributions from trading and optimisation and lower realised prices (decrease of $1,787 million), partly offset by higher volumes (increase of $513 million), lower operating expenses (decrease of $171 million), and favourable deferred tax movements ($168 million).

First nine months 2024 segment earnings also included unfavourable movements of $1,198 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. These unfavourable movements are part of identified items and compare with the first nine months 2023 which included unfavourable movements of $2,821 million due to the fair value accounting of commodity derivatives, and net impairment charges and reversals of $1,700 million. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

Cash flow from operating activities for the first nine months 2024 was primarily driven by Adjusted EBITDA, partly offset by tax payments of $2,320 million and net cash outflows related to derivatives of $1,586 million.

Total oil and gas production, compared with the first nine months 2023, increased by 2% mainly due to ramp-up of fields in Oman and Australia, and lower maintenance in Australia. LNG liquefaction volumes increased by 4% mainly due to lower unplanned maintenance in Australia.

1.All earnings amounts are shown post-tax, unless stated otherwise.

2.Adjusted EBITDA is without taxation.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



UPSTREAM
Quarters				$ million		Nine months
Q3 2024	Q2 2024	Q3 2023	%¹		Reference	2024	2023	%
2,289	2,179	1,999	+5	Segment earnings		6,741	6,388	+6
(153)	(157)	(238)		Of which: Identified items	A	28	(357)
2,443	2,336	2,237	+5	Adjusted Earnings	A	6,712	6,746	—
7,871	7,829	7,433	+1	Adjusted EBITDA	A	23,588	22,750	+4
5,268	5,739	5,336	-8	Cash flow from operating activities	A	16,734	15,663	+7
1,974	1,829	2,007		Cash capital expenditure	C	5,813	5,906
1,321	1,297	1,311	+2	Liquids production available for sale (thousand b/d)		1,316	1,313	—
2,844	2,818	2,564	+1	Natural gas production available for sale (million scf/d)		2,933	2,687	+9
1,811	1,783	1,753	+2	Total production available for sale (thousand boe/d)		1,822	1,776	+3

1.Q3 on Q2 change

The Upstream segment includes exploration and extraction of crude oil, natural gas and natural gas liquids. It also markets and transports oil and gas, and operates the infrastructure necessary to deliver them to the market.

Quarter Analysis1

Segment earnings, compared with the second quarter 2024, reflected lower well write-offs (decrease of $139 million), favourable tax movements ($96 million), lower operating expenses (decrease of $63 million), and lower depreciation charges (decrease of $57 million), partly offset by lower realised liquids prices (decrease of $304 million).

Third quarter 2024 segment earnings also included charges of $138 million related to redundancy and restructuring and charges of $104 million related to decommissioning provisions. These charges are part of identified items, and compare with the second quarter 2024 which included a loss of $143 million related to the impact of the weakening Brazilian real on a deferred tax position, and a loss of $122 million related to a tax settlement in Brazil, partly offset by a gain of $139 million related to the impact of inflationary adjustments in Argentina on a deferred tax position.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the quarter was primarily driven by Adjusted EBITDA, partly offset by tax payments of $2,074 million.

Total production, compared with the second quarter 2024, increased mainly due to new oil production.

Nine Months Analysis1

Segment earnings, compared with the first nine months 2023, reflected unfavourable tax movements ($351 million), higher well write-offs (increase of $327 million) and the net impact of lower realised gas and higher realised liquids prices (decrease of $278 million), partly offset by the comparative favourable impact of $910 million mainly relating to gas storage effects.

First nine months 2024 segment earnings also included gains of $676 million related to the impact of inflationary adjustments in Argentina on a deferred tax position, partly offset by charges of $179 million related to redundancy and restructuring, net impairment charges and reversals of $171 million and a loss of $164 million related to the impact of the weakening Brazilian real on a deferred tax position. These gains and charges are part of identified items, and compare with the first nine months 2023 which included charges of $188 million from impairments, legal provisions of $169 million and deferred tax charges of $132 million due to amendments to IAS 12, partly offset by favourable movements of $106 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the first nine months 2024 was primarily driven by Adjusted EBITDA, partly offset by tax payments of $5,832 million.

Total production, compared with the first nine months 2023, increased mainly due to new oil production, partly offset by field decline.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

1.All earnings amounts are shown post-tax, unless stated otherwise.

2.Adjusted EBITDA is without taxation.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



MARKETING
Quarters				$ million		Nine months
Q3 2024	Q2 2024	Q3 2023	%¹		Reference	2024	2023	%
760	257	629	+196	Segment earnings2		1,791	2,832	-37
(422)	(825)	(12)		Of which: Identified items2	A	(1,255)	314
1,182	1,082	641	+9	Adjusted Earnings2	A	3,046	2,518	+21
2,081	1,999	1,453	+4	Adjusted EBITDA2	A	5,767	4,837	+19
2,722	1,958	397	+39	Cash flow from operating activities2	A	5,999	3,794	+58
525	644	959		Cash capital expenditure2	C	1,634	4,406
2,945	2,868	3,138	+3	Marketing sales volumes (thousand b/d)2		2,859	3,062	-7

1.Q3 on Q2 change

2.Wholesale commercial fuels, previously reported in the Chemicals and Products segment, is reported in the Marketing segment (Mobility) with effect from Q1 2024. Comparative information for the Marketing segment and the Chemicals and Products segment has been revised.

The Marketing segment comprises the Mobility, Lubricants, and Sectors and Decarbonisation businesses. The Mobility business operates Shell’s retail network including electric vehicle charging services and the Wholesale commercial fuels business which provides fuels for transport, industry and heating. The Lubricants business produces, markets and sells lubricants for road transport, and machinery used in manufacturing, mining, power generation, agriculture and construction. The Sectors and Decarbonisation business sells fuels, speciality products and services including low-carbon energy solutions to a broad range of commercial customers including the aviation, marine, and agricultural sectors.

Quarter Analysis1

Segment earnings, compared with the second quarter 2024, reflected higher Marketing margins (increase of $139 million) mainly driven by improved Mobility unit margins and impact of seasonally higher volumes partly offset by lower lubricants and Sectors and Decarbonisation margins. Segment earnings also reflected favourable tax movements ($55 million). These were partly offset by higher operating expenses (increase of $63 million).

Third quarter 2024 segment earnings also included impairment charges of $179 million, charges of $98 million related to redundancy and restructuring, and net losses of $84 million related to sale of assets. These charges and unfavourable movements are part of identified items, and compare with the second quarter 2024 impairment charges of $783 million mainly relating to an asset in the Netherlands, and charges of $50 million related to redundancy and restructuring.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the quarter was primarily driven by Adjusted EBITDA, working capital inflows of $792 million, and the timing impact of payments relating to emission certificates and biofuel programmes of $427 million. These inflows were partly offset by non-cash cost of supplies adjustment of $334 million and tax payments of $241 million.

Marketing sales volumes (comprising hydrocarbon sales), compared with the second quarter 2024, increased mainly due to seasonality.

Nine Months Analysis1

Segment earnings, compared with the first nine months 2023, reflected higher Marketing margins (increase of $582 million) including higher unit margins in Mobility, Lubricants and higher Sectors and Decarbonisation margins. Segment earnings also reflected lower operating expenses (decrease of $170 million). These were partly offset by higher depreciation charges (increase of $128 million) mainly due to asset acquisitions, and unfavourable tax movements ($94 million).

First nine months 2024 segment earnings also included impairment charges of $965 million mainly relating to an asset in the Netherlands, charges of $163 million related to redundancy and restructuring, and net losses of $140 million related to the sale of assets. These charges are part of identified items and compare with the first nine months 2023 which included gains of $298 million related to indirect tax credits, and favourable movements of $60 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

Cash flow from operating activities for the first nine months 2024 was primarily driven by Adjusted EBITDA, the timing impact of payments relating to emission certificates and biofuel programmes of $966 million, and working capital inflows of $153 million. These inflows were partly offset by tax payments of $432 million, and non-cash cost of supplies adjustment of $256 million.

Marketing sales volumes (comprising hydrocarbon sales), compared with the first nine months 2023, decreased mainly in Mobility including increased focus on value over volume.

1.All earnings amounts are shown post-tax, unless stated otherwise.

2.Adjusted EBITDA is without taxation.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



CHEMICALS AND PRODUCTS
Quarters				$ million		Nine months
Q3 2024	Q2 2024	Q3 2023	%¹		Reference	2024	2023	%
341	587	1,250	-42	Segment earnings2		2,085	3,310	-37
(122)	(499)	(213)		Of which: Identified items2	A	(1,078)	(278)
463	1,085	1,463	-57	Adjusted Earnings2	A	3,163	3,588	-12
1,240	2,242	2,661	-45	Adjusted EBITDA2	A	6,308	6,819	-7
3,321	2,249	2,862	+48	Cash flow from operating activities2	A	5,221	6,364	-18
761	638	837		Cash capital expenditure2	C	1,898	2,027
1,305	1,429	1,334	-9	Refinery processing intake (thousand b/d)		1,388	1,360	+2
3,015	3,052	2,998	-1	Chemicals sales volumes (thousand tonnes)		8,950	8,656	+3

1.Q3 on Q2 change

2.Wholesale commercial fuels, previously reported in the Chemicals and Products segment, is reported in the Marketing segment (Mobility) with effect from Q1 2024. Comparative information for the Marketing segment and the Chemicals and Products segment has been revised.

The Chemicals and Products segment includes chemicals manufacturing plants with their own marketing network, and refineries which turn crude oil and other feedstocks into a range of oil products which are moved and marketed around the world for domestic, industrial and transport use. The segment also includes the pipeline business, trading and optimisation of crude oil, oil products and petrochemicals, and Oil Sands activities (the extraction of bitumen from mined oil sands and its conversion into synthetic crude oil).

Quarter Analysis1

Segment earnings, compared with the second quarter 2024, reflected lower Products margins (decrease of $492 million) mainly driven by lower refining margins and lower margins from trading and optimisation. Segment earnings also reflected lower Chemicals margins (decrease of $189 million) mainly due to lower utilisation and lower realised prices. In addition, the third quarter 2024 reflected higher operating expenses (increase of $88 million). These were partly offset by favourable tax movements ($133 million).

Third quarter 2024 segment earnings also included charges of $101 million related to redundancy and restructuring, and net impairment charges and reversals of $92 million, partly offset by favourable movements of $95 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. These charges and favourable movements are part of identified items, and compare with the second quarter 2024 which included net impairment charges and reversals of $708 million mainly relating to assets in Singapore, partly offset by favourable movements of $156 million due to the fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items. In the third quarter 2024, Chemicals had negative Adjusted Earnings of $111 million and Products had positive Adjusted Earnings of $573 million.

Cash flow from operating activities for the quarter was primarily driven by working capital inflows of $2,131 million, Adjusted EBITDA, cash inflows relating to commodity derivatives of $88 million and dividends (net of profits) from joint ventures and associates of $63 million. These inflows were partly offset by non-cash cost of supplies adjustment of $331 million.

Chemicals manufacturing plant utilisation was 76% compared with 80% in the second quarter 2024, due to higher planned and unplanned maintenance.

Refinery utilisation was 81% compared with 92% in the second quarter 2024, due to higher planned and unplanned maintenance.

Nine Months Analysis1

Segment earnings, compared with the first nine months 2023, reflected lower Products margins (decrease of $1,458 million) mainly driven by lower refining margins and lower margins from trading and optimisation. Segment earnings also included unfavourable tax movements ($106 million). These were partly offset by higher Chemicals margins (increase of $516 million) due to higher realised prices and higher utilisation. In addition, the first nine months 2024 reflected lower operating expenses (decrease of $658 million).

First nine months 2024 segment earnings also included net impairment charges and reversals of $952 million mainly relating to assets in Singapore, charges of $139 million related to redundancy and restructuring, and unfavourable

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

movements of $69 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. These charges and unfavourable movements are part of identified items, and compare with the first nine months 2023 which included losses of $227 million from net impairments and reversals, legal provisions of $74 million and favourable movements of $75 million related to the fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items. In the first nine months 2024, Chemicals had negative Adjusted Earnings of $174 million and Products had positive Adjusted Earnings of $3,337 million.

Cash flow from operating activities for the first nine months 2024 was primarily driven by Adjusted EBITDA, the timing impact of payments relating to emission certificates and biofuel programmes of $257 million, and dividends (net of profits) from joint ventures and associates of $165 million. These inflows were partly offset by working capital outflows of $869 million, cash outflows relating to legal provisions of $203 million, tax payments of $182 million, and non-cash cost of supplies adjustment of $182 million.

Chemicals manufacturing plant utilisation was 77% compared with 70% in the first nine months 2023, mainly due to economic optimisation in the first nine months 2023. The increase was also driven by ramp-up of Shell Polymers Monaca and lower unplanned maintenance in the first nine months 2024.

Refinery utilisation was 88% compared with 87% in the first nine months 2023.

1.All earnings amounts are shown post-tax, unless stated otherwise.

2.Adjusted EBITDA is without taxation.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



RENEWABLES AND ENERGY SOLUTIONS
Quarters				$ million		Nine months
Q3 2024	Q2 2024	Q3 2023	%¹		Reference	2024	2023	%
(481)	(75)	616	-538	Segment earnings		(3)	3,361	-100
(319)	112	667		Of which: Identified items	A	183	2,778
(162)	(187)	(51)	+13	Adjusted Earnings	A	(186)	583	-132
(75)	(91)	101	+18	Adjusted EBITDA	A	101	1,229	-92
(364)	847	(34)	-143	Cash flow from operating activities	A	2,948	4,249	-31
409	425	659		Cash capital expenditure	C	1,272	1,655
79	74	76	+7	External power sales (terawatt hours)2		230	211	+9
148	148	170	0	Sales of pipeline gas to end-use customers (terawatt hours)3		487	563	-14

1.Q3 on Q2 change

2.Physical power sales to third parties; excluding financial trades and physical trade with brokers, investors, financial institutions, trading platforms, and wholesale traders.

3.Physical natural gas sales to third parties; excluding financial trades and physical trade with brokers, investors, financial institutions, trading platforms, and wholesale traders. Excluding sales of natural gas by other segments and LNG sales.

Renewables and Energy Solutions includes activities such as renewable power generation, the marketing and trading and optimisation of power and pipeline gas, as well as carbon credits, and digitally enabled customer solutions. It also includes the production and marketing of hydrogen, development of commercial carbon capture and storage hubs, investment in nature-based projects that avoid or reduce carbon emissions, and Shell Ventures, which invests in companies that work to accelerate the energy and mobility transformation.

Quarter Analysis1

Segment earnings, compared with the second quarter 2024, reflected lower margins (decrease of $86 million) mainly due to lower trading and optimisation in the Americas, partly offset by slightly higher trading and optimisation in Europe.

Third quarter 2024 segment earnings also included unfavourable movements of $279 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. These unfavourable movements are part of identified items and compare with the second quarter 2024 which included favourable movements of $223 million due to the fair value accounting of commodity derivatives and impairment charges of $155 million. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the quarter was primarily driven by working capital outflows of $136 million, net cash outflows related to derivatives of $107 million, and Adjusted EBITDA.

Nine Months Analysis1

Segment earnings, compared with the first nine months 2023, reflected lower margins (decrease of $1,236 million) mainly from trading and optimisation primarily in Europe due to lower volatility and lower prices, partly offset by lower operating expenses (decrease of $427 million).

First nine months 2024 segment earnings also included favourable movements of $250 million relating to an accounting mismatch due to fair value accounting of commodity derivatives, partly offset by net impairment charges and reversals of $89 million. These favourable movements and charges are part of identified items and compare with the first nine months 2023 which included favourable movements of $2,632 million due to the fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items. Most Renewables and Energy Solutions activities were loss-making for the first nine months 2024, which was partly offset by positive Adjusted Earnings from trading and optimisation.

Cash flow from operating activities for the first nine months 2024 was primarily driven by net cash inflows related to derivatives of $2,479 million, working capital inflows of $570 million, and Adjusted EBITDA, partly offset by tax payments of $415 million.

1.All earnings amounts are shown post-tax, unless stated otherwise.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

2.Adjusted EBITDA is without taxation.

Additional Growth Measures


Quarters					Nine months
Q3 2024	Q2 2024	Q3 2023	%¹		2024	2023	%
				Renewable power generation capacity (gigawatt):
3.4	3.3	2.5	+2	– In operation2	3.4	2.5	+37
3.9	3.8	4.9	+3	– Under construction and/or committed for sale3	3.9	4.9	-20

1.Q3 on Q2 change

2.Shell’s equity share of renewable generation capacity post commercial operation date. It excludes Shell’s equity share of associates where information cannot be obtained.

3.Shell’s equity share of renewable generation capacity under construction and/or committed for sale under long-term offtake agreements (PPA). It excludes Shell’s equity share of associates where information cannot be obtained.



CORPORATE
Quarters			$ million		Nine months
Q3 2024	Q2 2024	Q3 2023		Reference	2024	2023
(647)	(1,656)	(497)	Segment earnings1		(2,656)	(2,315)
(3)	(1,080)	22	Of which: Identified items	A	(1,069)	(50)
(643)	(576)	(519)	Adjusted Earnings1	A	(1,588)	(2,266)
(346)	(213)	(186)	Adjusted EBITDA1	A	(650)	(619)
115	(1,468)	(238)	Cash flow from operating activities	A	(1,898)	(2,372)

1.From the first quarter 2024, Shell’s longer-term innovation portfolio is managed centrally and hence reported as part of the Corporate segment (previously all other segments). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact on all the other segments.

The Corporate segment covers the non-operating activities supporting Shell. It comprises Shell’s holdings and treasury organisation, headquarters and central functions, self-insurance activities and centrally managed longer-term innovation portfolio. All finance expense, income and related taxes are included in Corporate segment earnings rather than in the earnings of business segments.

Quarter Analysis1

Segment earnings, compared with the second quarter 2024, reflected unfavourable movements in currency exchange rate effects, partly offset by favourable tax movements.

Second quarter 2024 segment earnings also included reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures resulting in unfavourable movements of $1,122 million. These currency translation differences were previously recognised in other comprehensive income and accumulated in equity as part of accumulated other comprehensive income. This non-cash reclassification is part of identified items.

Adjusted EBITDA2 was mainly driven by unfavourable currency exchange rate effects and higher operating expenses.

Nine Months Analysis1

Segment earnings, compared with the first nine months 2023, were primarily driven by favourable tax movements and favourable net interest movements.

First nine months 2024 segment earnings also included reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures resulting in unfavourable movements of $1,122 million. These reclassifications are included in identified items.

Adjusted EBITDA2 was mainly driven by unfavourable currency exchange rate effects.

1.All earnings amounts are shown post-tax, unless stated otherwise.

2.Adjusted EBITDA is without taxation.

OUTLOOK FOR THE FOURTH QUARTER 2024

For Full year 2023 cash capital expenditure was $24 billion. Cash capital expenditure for full year 2024 is expected to be below $22 billion.

Integrated Gas production is expected to be approximately 900 – 960 thousand boe/d. Fourth quarter 2024 outlook reflects scheduled maintenance at Pearl GTL in Qatar. LNG liquefaction volumes are expected to be approximately 6.9 – 7.5 million tonnes.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

Upstream production is expected to be approximately 1,750 – 1,950 thousand boe/d.

Marketing sales volumes are expected to be approximately 2,550 – 3,050 thousand b/d.

Refinery utilisation is expected to be approximately 75% – 83%. Chemicals manufacturing plant utilisation is expected to be approximately 72% – 80%.

In the fourth quarter 2023, Corporate Adjusted Earnings were a net expense of $609 million1. Corporate Adjusted Earnings2 are expected to be a net expense of approximately $600 – $800 million in the fourth quarter 2024.

1.From the first quarter 2024, Shell’s longer-term innovation portfolio is managed centrally and hence reported as part of the Corporate segment (previously all other segments). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact on all the other segments.

2.For the definition of Adjusted Earnings and the most comparable GAAP measure please see reference A.

FORTHCOMING EVENTS



Date			Event
January 30, 2025			Fourth quarter 2024 results and dividends
March 13, 2025			Publication of Annual Report and Accounts and filing of Form 20-F for the year ended December 31, 2024
May 2, 2025			First quarter 2025 results and dividends
July 31, 2025			Second quarter 2025 results and dividends
October 30, 2025			Third quarter 2025 results and dividends

Page 13



SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS



CONSOLIDATED STATEMENT OF INCOME
Quarters			$ million	Nine months
Q3 2024	Q2 2024	Q3 2023		2024	2023
71,089	74,463	76,350	Revenue1	218,031	237,888
933	898	747	Share of profit/(loss) of joint ventures and associates	3,150	2,957
440	(305)	913	Interest and other income/(expenses)2	1,042	2,207
72,462	75,057	78,011	Total revenue and other income/(expenses)	222,222	243,052
48,225	49,417	49,144	Purchases	144,509	158,138
6,138	5,593	6,384	Production and manufacturing expenses	17,541	18,433
3,139	3,094	3,447	Selling, distribution and administrative expenses	9,208	9,811
294	263	267	Research and development	768	817
305	496	436	Exploration	1,551	1,283
5,916	7,555	5,911	Depreciation, depletion and amortisation2	19,352	20,069
1,174	1,235	1,131	Interest expense	3,573	3,507
65,190	67,653	66,720	Total expenditure	196,502	212,058
7,270	7,404	11,291	Income/(loss) before taxation	25,717	30,993
2,879	3,754	4,115	Taxation charge/(credit)2	10,237	11,891
4,391	3,650	7,176	Income/(loss) for the period	15,480	19,102
100	133	132	Income/(loss) attributable to non-controlling interest	314	215
4,291	3,517	7,044	Income/(loss) attributable to Shell plc shareholders	15,166	18,887
0.69	0.55	1.06	Basic earnings per share ($)3	2.39	2.78
0.68	0.55	1.05	Diluted earnings per share ($)3	2.36	2.75

1.See Note 2 “Segment information”.

2.See Note 8 “Other notes to the unaudited Condensed Consolidated Interim Financial Statements”.

3.See Note 4 “Earnings per share”.



CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Quarters			$ million	Nine months
Q3 2024	Q2 2024	Q3 2023		2024	2023
4,391	3,650	7,176	Income/(loss) for the period	15,480	19,102
			Other comprehensive income/(loss) net of tax:
			Items that may be reclassified to income in later periods:
2,947	698	(1,460)	– Currency translation differences1	1,651	(1,174)
35	(12)	1	– Debt instruments remeasurements	16	13
(75)	14	141	– Cash flow hedging gains/(losses)	(7)	61
—	—	—	– Net investment hedging gains/(losses)	—	(44)
(2)	(6)	(39)	– Deferred cost of hedging	(22)	(94)
35	(50)	(72)	– Share of other comprehensive income/(loss) of joint ventures and associates	(27)	(118)
2,940	644	(1,429)	Total	1,610	(1,357)
			Items that are not reclassified to income in later periods:
419	310	180	– Retirement benefits remeasurements	1,169	125
80	(81)	(38)	– Equity instruments remeasurements	77	(15)
(53)	44	17	– Share of other comprehensive income/(loss) of joint ventures and associates	1	(15)
446	273	159	Total	1,247	95
3,386	917	(1,270)	Other comprehensive income/(loss) for the period	2,857	(1,262)
7,777	4,567	5,906	Comprehensive income/(loss) for the period	18,337	17,840
177	123	149	Comprehensive income/(loss) attributable to non-controlling interest	357	217
7,600	4,443	5,757	Comprehensive income/(loss) attributable to Shell plc shareholders	17,981	17,622

1.See Note 8 “Other notes to the unaudited Condensed Consolidated Interim Financial Statements”.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



CONDENSED CONSOLIDATED BALANCE SHEET
$ million
	September 30, 2024	December 31, 2023
Assets
Non-current assets
Goodwill	16,600	16,660
Other intangible assets	8,188	10,253
Property, plant and equipment	191,721	194,835
Joint ventures and associates	25,764	24,457
Investments in securities	3,062	3,246
Deferred tax	6,114	6,454
Retirement benefits1	10,564	9,151
Trade and other receivables	6,883	6,298
Derivative financial instruments²	498	801
	269,394	272,155
Current assets
Inventories	24,143	26,019
Trade and other receivables	46,782	53,273
Derivative financial instruments²	10,233	15,098
Cash and cash equivalents	42,252	38,774
	123,411	133,164
Assets classified as held for sale1	2,144	951
	125,555	134,115
Total assets	394,949	406,270
Liabilities
Non-current liabilities
Debt	64,597	71,610
Trade and other payables	3,864	3,103
Derivative financial instruments²	1,749	2,301
Deferred tax	15,487	15,347
Retirement benefits1	7,110	7,549
Decommissioning and other provisions	22,979	22,531
	115,786	122,441
Current liabilities
Debt	12,015	9,931
Trade and other payables	61,076	68,237
Derivative financial instruments²	6,775	9,529
Income taxes payable	4,289	3,422
Decommissioning and other provisions	4,171	4,041
	88,327	95,160
Liabilities directly associated with assets classified as held for sale1	1,298	307
	89,625	95,467
Total liabilities	205,411	217,908
Equity attributable to Shell plc shareholders	187,673	186,607
Non-controlling interest	1,865	1,755
Total equity	189,538	188,362
Total liabilities and equity	394,949	406,270

1. See Note 8 “Other notes to the unaudited Condensed Consolidated Interim Financial Statements”.

2. See Note 7 “Derivative financial instruments and debt excluding lease liabilities”.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
	Equity attributable to Shell plc shareholders
$ million	Share capital1	Shares held in trust	Other reserves²	Retained earnings	Total	Non-controlling interest	Total equity
At January 1, 2024	544	(997)	21,145	165,915	186,607	1,755	188,362
Comprehensive income/(loss) for the period	—	—	2,815	15,166	17,981	357	18,337
Transfer from other comprehensive income	—	—	166	(166)	—	—	—
Dividends³	—	—	—	(6,556)	(6,556)	(242)	(6,798)
Repurchases of shares4	(25)	—	25	(10,536)	(10,536)	—	(10,536)
Share-based compensation	—	542	(24)	(400)	119	—	119
Other changes	—	—	—	60	60	(5)	55
At September 30, 2024	519	(456)	24,127	163,482	187,673	1,865	189,538
At January 1, 2023	584	(726)	21,132	169,482	190,472	2,125	192,597
Comprehensive income/(loss) for the period	—	—	(1,263)	18,886	17,622	217	17,840
Transfer from other comprehensive income	—	—	(111)	111	—	—	—
Dividends3	—	—	—	(6,193)	(6,193)	(636)	(6,829)
Repurchases of shares4	(30)	—	30	(11,058)	(11,058)	—	(11,058)
Share-based compensation	—	466	(18)	(100)	349	—	349
Other changes	—	—	—	8	8	37	45
At September 30, 2023	555	(261)	19,769	171,136	191,199	1,745	192,943

1. See Note 5 “Share capital”.

2. See Note 6 “Other reserves”.

3. The amount charged to retained earnings is based on prevailing exchange rates on payment date.

4. Includes shares committed to repurchase under an irrevocable contract and repurchases subject to settlement at the end of the quarter.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



CONSOLIDATED STATEMENT OF CASH FLOWS
Quarters			$ million	Nine months
Q3 2024	Q2 2024	Q3 2023		2024	2023
7,270	7,404	11,291	Income before taxation for the period	25,717	30,993
			Adjustment for:
554	619	513	– Interest expense (net)	1,749	1,789
5,916	7,555	5,911	– Depreciation, depletion and amortisation1	19,352	20,069
150	269	186	– Exploration well write-offs	973	626
154	(143)	74	– Net (gains)/losses on sale and revaluation of non-current assets and businesses	—	(24)
(933)	(898)	(747)	– Share of (profit)/loss of joint ventures and associates	(3,150)	(2,957)
860	792	749	– Dividends received from joint ventures and associates	2,390	2,529
2,705	(954)	(3,151)	– (Increase)/decrease in inventories	1,143	2,237
4,057	1,965	(1,126)	– (Increase)/decrease in current receivables	5,827	13,105
(4,096)	(1,269)	4,498	– Increase/(decrease) in current payables2	(7,314)	(10,881)
735	253	(2,807)	– Derivative financial instruments	2,373	(6,050)
125	(332)	1	– Retirement benefits	(267)	31
359	(332)	282	– Decommissioning and other provisions2	(572)	(210)
(144)	2,027	(150)	– Other1	2,392	474
(3,028)	(3,448)	(3,191)	Tax paid	(9,092)	(10,108)
14,684	13,508	12,332	Cash flow from operating activities	41,522	41,622
(4,690)	(4,445)	(5,259)	Capital expenditure	(13,114)	(16,033)
(222)	(261)	(350)	Investments in joint ventures and associates	(983)	(1,093)
(38)	(13)	(40)	Investments in equity securities	(63)	(154)
(4,950)	(4,719)	(5,649)	Cash capital expenditure	(14,161)	(17,280)
94	710	184	Proceeds from sale of property, plant and equipment and businesses	1,128	2,024
94	57	68	Proceeds from joint ventures and associates from sale, capital reduction and repayment of long-term loans	284	425
6	2	7	Proceeds from sale of equity securities	576	28
593	648	586	Interest received	1,818	1,555
1,074	883	701	Other investing cash inflows	2,814	3,308
(769)	(920)	(724)	Other investing cash outflows	(3,183)	(2,141)
(3,857)	(3,338)	(4,827)	Cash flow from investing activities	(10,723)	(12,080)
(89)	(179)	88	Net increase/(decrease) in debt with maturity period within three months	(375)	(185)
			Other debt:
78	132	187	– New borrowings	377	964
(1,322)	(4,154)	(3,368)	– Repayments	(7,008)	(6,596)
(979)	(1,287)	(1,049)	Interest paid	(3,177)	(3,076)
652	(115)	(26)	Derivative financial instruments	239	22
—	(1)	6	Change in non-controlling interest	(5)	(22)
			Cash dividends paid to:
(2,167)	(2,177)	(2,179)	– Shell plc shareholders	(6,554)	(6,192)
(92)	(82)	(51)	– Non-controlling interest	(242)	(636)
(3,537)	(3,958)	(2,725)	Repurchases of shares	(10,319)	(10,640)
6	(24)	(30)	Shares held in trust: net sales/(purchases) and dividends received	(480)	(176)
(7,452)	(11,846)	(9,147)	Cash flow from financing activities	(27,545)	(26,535)
729	(126)	(421)	Effects of exchange rate changes on cash and cash equivalents	224	(222)
4,105	(1,801)	(2,063)	Increase/(decrease) in cash and cash equivalents	3,478	2,785
38,148	39,949	45,094	Cash and cash equivalents at beginning of period	38,774	40,246
42,252	38,148	43,031	Cash and cash equivalents at end of period	42,252	43,031

1.See Note 8 “Other notes to the unaudited Condensed Consolidated Interim Financial Statements”.

2.To further enhance consistency between working capital and the Balance Sheet and the Statement of Cash Flows, from January 1, 2024, onwards movements in current other provisions are recognised in ‘Decommissioning and other provisions’ instead of ‘Increase/(decrease) in current payables’. Comparatives for the third quarter 2023 and the nine months 2023 have been reclassified accordingly by $212 million and $40 million respectively to conform with current period presentation.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. Basis of preparation

These unaudited Condensed Consolidated Interim Financial Statements of Shell plc (“the Company”) and its subsidiaries (collectively referred to as “Shell”) have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) and adopted by the UK, and on the basis of the same accounting principles as those used in the Company’s Annual Report and Accounts (pages 244 to 316) for the year ended December 31, 2023, as filed with the Registrar of Companies for England and Wales and as filed with the Autoriteit Financiële Markten (the Netherlands) and Form 20-F (pages 217 to 290) for the year ended December 31, 2023 as filed with the US Securities and Exchange Commission, and should be read in conjunction with these filings.

The financial information presented in the unaudited Condensed Consolidated Interim Financial Statements does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act 2006 (“the Act”). Statutory accounts for the year ended December 31, 2023, were published in Shell’s Annual Report and Accounts, a copy of which was delivered to the Registrar of Companies for England and Wales, and in Shell’s Form 20-F. The auditor’s report on those accounts was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498(2) or 498(3) of the Act.

2. Segment information

Segment earnings are presented on a current cost of supplies basis (CCS earnings), which is the earnings measure used by the Chief Executive Officer for the purposes of making decisions about allocating resources and assessing performance. On this basis, the purchase price of volumes sold during the period is based on the current cost of supplies during the same period after making allowance for the tax effect. CCS earnings therefore exclude the effect of changes in the oil price on inventory carrying amounts. Sales between segments are based on prices generally equivalent to commercially available prices.

From the first quarter 2024, Wholesale commercial fuels forms part of Mobility with inclusion in the Marketing segment (previously Chemicals and Products segment). The change in segmentation reflects the increasing alignment between the economic characteristics of wholesale commercial fuels and other Mobility businesses, and is consistent with changes in the information provided to the Chief Operating Decision Maker. Prior period comparatives have been revised to conform with current year presentation with an offsetting impact between the Marketing and the Chemicals and Products segment (see below). Also, from the first quarter 2024, Shell’s longer-term innovation portfolio is managed centrally and hence reported as part of the Corporate segment (previously all other segments). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact on all the other segments (see below).

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



REVENUE AND CCS EARNINGS BY SEGMENT
Quarters			$ million	Nine months
Q3 2024	Q2 2024	Q3 2023		2024	2023
			Third-party revenue
9,748	9,052	8,338	Integrated Gas	27,996	27,208
1,605	1,590	1,617	Upstream	4,954	5,212
30,519	32,005	35,236	Marketing2	92,564	98,799
22,608	24,583	22,119	Chemicals and Products2	70,926	72,121
6,599	7,222	9,032	Renewables and Energy Solutions	21,558	34,517
10	11	7	Corporate	33	31
71,089	74,463	76,350	Total third-party revenue1	218,031	237,888
			Inter-segment revenue
2,131	2,157	2,472	Integrated Gas	6,691	8,946
9,618	10,102	10,277	Upstream	30,008	30,282
1,235	1,363	1,456	Marketing2	3,953	4,056
9,564	9,849	11,942	Chemicals and Products2	29,725	32,653
1,131	957	894	Renewables and Energy Solutions	3,093	3,140
—	—	—	Corporate	—	—
			CCS earnings
2,631	2,454	2,156	Integrated Gas	7,846	5,325
2,289	2,179	1,999	Upstream	6,741	6,388
760	257	629	Marketing2	1,791	2,832
341	587	1,250	Chemicals and Products2	2,085	3,310
(481)	(75)	616	Renewables and Energy Solutions	(3)	3,361
(647)	(1,656)	(497)	Corporate3	(2,656)	(2,315)
4,894	3,747	6,152	Total CCS earnings4	15,804	18,901

1.Includes revenue from sources other than from contracts with customers, which mainly comprises the impact of fair value accounting of commodity derivatives.

2.From January 1, 2024, onwards Wholesale commercial fuels has been reallocated from the Chemicals and Products segment to the Marketing segment. Comparatives for the third quarter 2023 and the nine months 2023 have been reclassified accordingly, by $5,659 million and $16,369 million respectively for Third-party revenue and by $(73) million and $22 million respectively for CCS earnings to conform with current period presentation. For Inter-segment revenue the reallocation and revision of comparative figures for the third quarter 2023 and the nine months 2023 led to an increase in inter-segment revenue in the Marketing segment of $1,302 million and $3,616 million respectively and an increase in the Chemicals and Products segment of $11,373 million and $31,011 million respectively.

3.From January 1, 2024, onwards costs for Shell’s centrally managed longer-term innovation portfolio are reported as part of the Corporate segment. Prior period comparatives for Corporate for the third quarter 2023 and the nine months 2023 have been revised by $37 million and $91 million respectively, with a net offsetting impact in all other segments to conform with current period presentation.

4.See Note 3 “Reconciliation of income for the period to CCS Earnings, Operating expenses and Total Debt”.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

Cash capital expenditure is a measure used by the Chief Executive Officer for the purposes of making decisions about allocating resources and assessing performance.



CASH CAPITAL EXPENDITURE BY SEGMENT
Quarters			$ million	Nine months
Q3 2024	Q2 2024	Q3 2023		2024	2023
			Capital expenditure
1,090	1,024	958	Integrated Gas	2,971	2,458
1,998	1,769	2,013	Upstream	5,533	5,701
488	644	935	Marketing1	1,559	4,358
748	601	761	Chemicals and Products1	1,822	1,944
327	377	523	Renewables and Energy Solutions	1,124	1,382
39	30	68	Corporate	104	190
4,690	4,445	5,259	Total capital expenditure	13,114	16,033
			Add: Investments in joint ventures and associates
147	127	141	Integrated Gas	457	543
(37)	60	(6)	Upstream	268	205
37	—	25	Marketing	75	48
13	37	76	Chemicals and Products	76	81
59	35	114	Renewables and Energy Solutions	103	205
3	1	1	Corporate	5	11
222	261	350	Total investments in joint ventures and associates	983	1,093
			Add: Investments in equity securities
—	—	—	Integrated Gas	—	—
12	—	—	Upstream	12	—
—	—	—	Marketing	—	—
—	—	—	Chemicals and Products	—	2
23	13	21	Renewables and Energy Solutions	45	68
3	—	19	Corporate	6	84
38	13	40	Total investments in equity securities	63	154
			Cash capital expenditure
1,236	1,151	1,099	Integrated Gas	3,429	3,000
1,974	1,829	2,007	Upstream	5,813	5,906
525	644	959	Marketing1	1,634	4,406
761	638	837	Chemicals and Products1	1,898	2,027
409	425	659	Renewables and Energy Solutions	1,272	1,655
45	32	87	Corporate	114	285
4,950	4,719	5,649	Total Cash capital expenditure	14,161	17,280

1.From January 1, 2024, onwards Wholesale commercial fuels has been reallocated from the Chemicals and Products segment to the Marketing segment. Comparatives for the third quarter 2023 and the nine months 2023 have been reclassified accordingly by $42 million and $133 million respectively for capital expenditure and cash capital expenditure to conform with current period presentation.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

3. Reconciliation of income for the period to CCS Earnings, Operating expenses and Total Debt



RECONCILIATION OF INCOME FOR THE PERIOD TO CCS EARNINGS
Quarters			$ million	Nine months
Q3 2024	Q2 2024	Q3 2023		2024	2023
4,291	3,517	7,044	Income/(loss) attributable to Shell plc shareholders	15,166	18,887
100	133	132	Income/(loss) attributable to non-controlling interest	314	215
4,391	3,650	7,176	Income/(loss) for the period	15,480	19,102
			Current cost of supplies adjustment:
668	137	(1,304)	Purchases	473	(275)
(162)	(36)	327	Taxation	(114)	60
(2)	(5)	(47)	Share of profit/(loss) of joint ventures and associates	(35)	14
503	97	(1,024)	Current cost of supplies adjustment	324	(201)
			Of which:
477	89	(969)	Attributable to Shell plc shareholders	302	(162)
26	7	(55)	Attributable to non-controlling interest	22	(39)
4,894	3,747	6,152	CCS earnings	15,804	18,901
			Of which:
4,768	3,606	6,075	CCS earnings attributable to Shell plc shareholders	15,468	18,725
126	140	77	CCS earnings attributable to non-controlling interest	336	176



RECONCILIATION OF OPERATING EXPENSES
Quarters			$ million	Nine months
Q3 2024	Q2 2024	Q3 2023		2024	2023
6,138	5,593	6,384	Production and manufacturing expenses	17,541	18,433
3,139	3,094	3,447	Selling, distribution and administrative expenses	9,208	9,811
294	263	267	Research and development	768	817
9,570	8,950	10,097	Operating expenses	27,517	29,062

RECONCILIATION OF TOTAL DEBT

Quarters

$ million

Nine months

Q3 2024

Q2 2024

Q3 2023

2024

2023

September 30, 2024

June 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

12,015

10,849

10,119

Current debt

12,015

10,119

64,597

64,619

72,028

Non-current debt

64,597

72,028

76,613

75,468

82,147

Total debt

76,613

82,147

4. Earnings per share



EARNINGS PER SHARE
Quarters				Nine months
Q3 2024	Q2 2024	Q3 2023		2024	2023
4,291	3,517	7,044	Income/(loss) attributable to Shell plc shareholders ($ million)	15,166	18,887

			Weighted average number of shares used as the basis for determining:
6,256.5	6,355.4	6,668.1	Basic earnings per share (million)	6,350.3	6,792.5
6,320.9	6,417.6	6,736.7	Diluted earnings per share (million)	6,414.0	6,856.7

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

5. Share capital

ISSUED AND FULLY PAID ORDINARY SHARES OF €0.07 EACH

Number of shares

Nominal value
($ million)

At January 1, 2024

6,524,109,049

544

Repurchases of shares

(299,830,201)

(25)

At September 30, 2024

6,224,278,848

519

At January 1, 2023

7,003,503,393

584

Repurchases of shares

(357,368,014)

(30)

At September 30, 2023

6,646,135,379

555

At Shell plc’s Annual General Meeting on May 21, 2024, the Board was authorised to allot ordinary shares in Shell plc, and to grant rights to subscribe for, or to convert, any security into ordinary shares in Shell plc, up to an aggregate nominal amount of approximately €150 million (representing approximately 2,147 million ordinary shares of €0.07 each), and to list such shares or rights on any stock exchange. This authority expires at the earlier of the close of business on August 20, 2025, or the end of the Annual General Meeting to be held in 2025, unless previously renewed, revoked or varied by Shell plc in a general meeting.

6. Other reserves



OTHER RESERVES
$ million	Merger reserve	Share premium reserve	Capital redemption reserve	Share plan reserve	Accumulated other comprehensive income	Total
At January 1, 2024	37,298	154	236	1,308	(17,851)	21,145
Other comprehensive income/(loss) attributable to Shell plc shareholders	—	—	—	—	2,815	2,815
Transfer from other comprehensive income	—	—	—	—	166	166
Repurchases of shares	—	—	25	—	—	25
Share-based compensation	—	—	—	(24)	—	(24)
At September 30, 2024	37,298	154	261	1,284	(14,870)	24,127
At January 1, 2023	37,298	154	196	1,140	(17,656)	21,132
Other comprehensive income/(loss) attributable to Shell plc shareholders	—	—	—	—	(1,263)	(1,263)
Transfer from other comprehensive income	—	—	—	—	(111)	(111)
Repurchases of shares	—	—	30	—	—	30
Share-based compensation	—	—	—	(18)	—	(18)
At September 30, 2023	37,298	154	227	1,121	(19,029)	19,769

The merger reserve and share premium reserve were established as a consequence of Shell plc (formerly Royal Dutch Shell plc) becoming the single parent company of Royal Dutch Petroleum Company and The “Shell” Transport and Trading Company, p.l.c., now The Shell Transport and Trading Company Limited, in 2005. The merger reserve increased in 2016 following the issuance of shares for the acquisition of BG Group plc. The capital redemption reserve was established in connection with repurchases of shares of Shell plc. The share plan reserve is in respect of equity-settled share-based compensation plans.

7. Derivative financial instruments and debt excluding lease liabilities

As disclosed in the Consolidated Financial Statements for the year ended December 31, 2023, presented in the Annual Report and Accounts and Form 20-F for that year, Shell is exposed to the risks of changes in fair value of its financial assets and liabilities. The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values at September 30, 2024, are consistent with those used in the year ended December 31, 2023, though the carrying amounts of derivative financial instruments have changed since that

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

date. The movement of the derivative financial instruments between December 31, 2023 and September 30, 2024 is a decrease of $4,865 million for the current assets and a decrease of $2,754 million for the current liabilities.

The table below provides the comparison of the fair value with the carrying amount of debt excluding lease liabilities, disclosed in accordance with IFRS 7 Financial Instruments: Disclosures.



DEBT EXCLUDING LEASE LIABILITIES
$ million	September 30, 2024	December 31, 2023
Carrying amount	51,022	53,832
Fair value¹	48,489	50,866

1. Mainly determined from the prices quoted for these securities.

8. Other notes to the unaudited Condensed Consolidated Interim Financial Statements

Consolidated Statement of Income

Interest and other income



Quarters			$ million	Nine months
Q3 2024	Q2 2024	Q3 2023		2024	2023
440	(305)	913	Interest and other income/(expenses)	1,042	2,207
			Of which:
619	616	618	Interest income	1,824	1,718
4	30	7	Dividend income (from investments in equity securities)	58	36
(154)	143	(75)	Net gains/(losses) on sales and revaluation of non-current assets and businesses	0	35
(189)	(1,169)	168	Net foreign exchange gains/(losses) on financing activities	(1,292)	(60)
159	74	195	Other	452	478

Net foreign exchange gains/(losses) on financing activities in the second quarter 2024 includes a loss of $1,104 million related to cumulative currency translation differences that were reclassified to profit and loss. The reclassification of these cumulative currency translation differences was principally triggered by changes in the funding structure of some of Shell’s businesses in the United Kingdom. These currency translation differences were previously directly recognised in equity as part of accumulated other comprehensive income.

Depreciation, depletion and amortisation



Quarters			$ million	Nine months
Q3 2024	Q2 2024	Q3 2023		2024	2023
5,916	7,555	5,911	Depreciation, depletion and amortisation	19,352	20,069
			Of which:
5,578	5,642	5,716	Depreciation	16,874	17,120
340	1,984	359	Impairments	2,706	3,438
(2)	(71)	(163)	Impairment reversals	(228)	(489)

Impairments recognised in the third quarter 2024 of $340 million pre-tax ($290 million post-tax) mainly relate to various assets in Marketing and Chemicals and Products. Impairments recognised in the second quarter 2024 of $1,984 million pre-tax ($1,778 million post-tax) mainly relate to Marketing ($1,055 million), Chemicals and Products ($690 million) and Renewables and Energy Solutions ($141 million). The impairment in Marketing principally relates to a biofuels facility located in the Netherlands, triggered by a temporary pause of on-site construction work. The impairment in Chemicals and Products relates to an Energy and Chemicals Park located in Singapore, due to remeasurement of the fair value less costs of disposal triggered by a sales agreement reached. Impairments recognised in the third quarter 2023 of $359 million pre-tax ($299 million post-tax) mainly relate to various assets in Renewables and Energy Solutions and Chemicals and Products.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

Taxation charge/credit

Quarters

$ million

Nine months

Q3 2024

Q2 2024

Q3 2023

2024

2023

2,879

3,754

4,115

Taxation charge/(credit)

10,237

11,891

Of which:

2,834

3,666

4,115

Income tax excluding Pillar Two income tax

10,026

11,891

45

88

—

Income tax related to Pillar Two income tax

212

—

On June 20, 2023, the UK substantively enacted Pillar Two Model Rules, effective as from January 1, 2024.

As required by IAS 12 Income Taxes, Shell has applied the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.

Consolidated Statement of Comprehensive Income

Currency translation differences

Quarters

$ million

Nine months

Q3 2024

Q2 2024

Q3 2023

2024

2023

2,947

698

(1,460)

Currency translation differences

1,651

(1,174)

Of which:

2,912

(406)

(1,469)

Recognised in Other comprehensive income

524

(1,181)

35

1,104

9

(Gain)/loss reclassified to profit or loss

1,127

7

Amounts reclassified to profit and loss in the second quarter 2024 relate to cumulative currency translation differences that were reclassified to income (refer to Interest and other income above).

Condensed Consolidated Balance Sheet

Retirement benefits



$ million
	September 30, 2024	December 31, 2023
Non-current assets
Retirement benefits	10,564	9,151
Non-current liabilities
Retirement benefits	7,110	7,549
Surplus/(deficit)	3,454	1,602

Amounts recognised in the Balance Sheet in relation to defined benefit plans include both plan assets and obligations that are presented on a net basis on a plan-by-plan basis. The change in the net retirement benefit asset as at September 30, 2024, is mainly driven by an increase of the market yield on high-quality corporate bonds in the USA, the UK and Eurozone since December 31, 2023, partly offset by losses on plan assets.

Assets classified as held for sale



$ million
	September 30, 2024	December 31, 2023
Assets classified as held for sale	2,144	951
Liabilities directly associated with assets classified as held for sale	1,298	307

Assets classified as held for sale and associated liabilities at September 30, 2024 relate to an energy and chemicals park asset in Chemicals and Products in Singapore and various smaller assets. The major classes of assets and liabilities classified as held for sale at September 30, 2024, are Inventories ($1,273 million; December 31, 2023: $463 million), Property, plant and equipment ($544 million; December 31, 2023: $250 million), Decommissioning and other provisions ($634 million; December 31, 2023: $75 million) and Debt ($425 million; December 31, 2023: $84 million).

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

Consolidated Statement of Cash Flows

Cash flow from operating activities – Other

Quarters

$ million

Nine months

Q3 2024

Q2 2024

Q3 2023

2024

2023

(144)

2,027

(150)

Other

2,392

474

‘Cash flow from operating activities – Other’ for the third quarter 2024 includes $432 million of net inflows (second quarter 2024: $620 million net inflows; third quarter 2023: $630 million net outflows) due to the timing of payments relating to emission certificates and biofuel programmes in Europe and North America and $539 million in relation to reversal of currency exchange gains on Cash and cash equivalents (second quarter 2024: $96 million losses; third quarter 2023: $336 million losses). For the second quarter 2024 ‘Cash flow from operating activities – Other’ also includes $1,104 million inflow representing reversal of the non-cash recycling of currency translation losses from other comprehensive income (refer to Interest and other income above).

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

ALTERNATIVE PERFORMANCE (NON-GAAP) MEASURES

A.Adjusted Earnings, Adjusted earnings before interest, taxes, depreciation and amortisation (“Adjusted EBITDA”) and Cash flow from operating activities

The “Adjusted Earnings” measure aims to facilitate a comparative understanding of Shell’s financial performance from period to period by removing the effects of oil price changes on inventory carrying amounts and removing the effects of identified items. These items are in some cases driven by external factors and may, either individually or collectively, hinder the comparative understanding of Shell’s financial results from period to period. This measure excludes earnings attributable to non-controlling interest.

We define “Adjusted EBITDA” as “Income/(loss) for the period” adjusted for current cost of supplies; identified items; tax charge/(credit); depreciation, amortisation and depletion; exploration well write-offs and net interest expense. All items include the non-controlling interest component. Management uses this measure to evaluate Shell’s performance in the period and over time.



Quarters			$ million	Nine months
Q3 2024	Q2 2024	Q3 2023		2024	2023
4,291	3,517	7,044	Income/(loss) attributable to Shell plc shareholders	15,166	18,887
100	133	132	Income/(loss) attributable to non-controlling interest	314	215
477	89	(969)	Add: Current cost of supplies adjustment attributable to Shell plc shareholders	302	(162)
26	7	(55)	Add: Current cost of supplies adjustment attributable to non-controlling interest	22	(39)
4,894	3,747	6,152	CCS earnings	15,804	18,901



Q3 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
CCS earnings	4,894	2,631	2,289	760	341	(481)	(647)
Less: Identified items	(1,259)	(240)	(153)	(422)	(122)	(319)	(3)
Less: CCS earnings attributable to non-controlling interest	126
Add: Identified items attributable to non-controlling interest	—
Adjusted Earnings	6,028
Add: Non-controlling interest	126
Adjusted Earnings plus non-controlling interest	6,153	2,871	2,443	1,182	463	(162)	(643)
Add: Taxation charge/(credit) excluding tax impact of identified items	3,571	949	2,413	322	(73)	(1)	(39)
Add: Depreciation, depletion and amortisation excluding impairments	5,578	1,369	2,691	564	862	86	6
Add: Exploration well write-offs	150	2	148
Add: Interest expense excluding identified items	1,173	49	183	13	14	2	912
Less: Interest income	619	5	8	—	25	—	581
Adjusted EBITDA	16,005	5,234	7,871	2,081	1,240	(75)	(346)
Less: Current cost of supplies adjustment before taxation	665			334	331
Joint ventures and associates (dividends received less profit)	(62)	(146)	(90)	51	63	61	—
Derivative financial instruments	133	(373)	47	98	88	(106)	380
Taxation paid	(3,028)	(814)	(2,074)	(241)	23	(33)	112
Other	(365)	(32)	(406)	275	107	(75)	(234)
(Increase)/decrease in working capital	2,665	(247)	(78)	792	2,131	(136)	204
Cash flow from operating activities	14,684	3,623	5,268	2,722	3,321	(364)	115

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



Q2 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
CCS earnings	3,747	2,454	2,179	257	587	(75)	(1,656)
Less: Identified items	(2,669)	(220)	(157)	(825)	(499)	112	(1,080)
Less: CCS earnings attributable to non-controlling interest	140
Add: Identified items attributable to non-controlling interest	18
Adjusted Earnings	6,293
Add: Non-controlling interest	122
Adjusted Earnings plus non-controlling interest	6,415	2,675	2,336	1,082	1,085	(187)	(576)
Add: Taxation charge/(credit) excluding tax impact of identified items	3,947	940	2,312	359	297	(10)	49
Add: Depreciation, depletion and amortisation excluding impairments	5,642	1,375	2,750	548	867	95	6
Add: Exploration well write-offs	269	5	264	—	—	—	—
Add: Interest expense excluding identified items	1,149	44	166	10	23	1	904
Less: Interest income	616	—	(1)	—	30	(9)	595
Adjusted EBITDA	16,806	5,039	7,829	1,999	2,242	(91)	(213)
Less: Current cost of supplies adjustment before taxation	133			74	59
Joint ventures and associates (dividends received less profit)	(135)	96	(288)	(54)	46	64	—
Derivative financial instruments	713	(133)	9	7	304	607	(79)
Taxation paid	(3,448)	(1,039)	(1,955)	(17)	(186)	(138)	(113)
Other	(38)	(104)	(341)	(57)	263	180	20
(Increase)/decrease in working capital	(258)	324	484	153	(361)	225	(1,083)
Cash flow from operating activities	13,508	4,183	5,739	1,958	2,249	847	(1,468)



Q3 2023	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
CCS earnings	6,152	2,156	1,999	629	1,250	616	(497)
Less: Identified items	(149)	(375)	(238)	(12)	(213)	667	22
Less: CCS earnings attributable to non-controlling interest	77
Add: Identified items attributable to non-controlling interest	—
Adjusted Earnings	6,224
Add: Non-controlling interest	77
Adjusted Earnings plus non-controlling interest	6,302	2,531	2,237	641	1,463	(51)	(519)
Add: Taxation charge/(credit) excluding tax impact of identified items	3,621	845	2,160	269	253	70	24
Add: Depreciation, depletion and amortisation excluding impairments	5,716	1,413	2,771	528	918	82	4
Add: Exploration well write-offs	186	35	151	—	—	—	—
Add: Interest expense excluding identified items	1,130	51	119	23	41	1	895
Less: Interest income	618	1	5	8	13	1	590
Adjusted EBITDA	16,336	4,874	7,433	1,453	2,661	101	(186)
Less: Current cost of supplies adjustment before taxation	(1,351)			(624)	(727)
Joint ventures and associates (dividends received less profit)	(13)	(40)	43	(19)	(19)	21	—
Derivative financial instruments	(2,549)	(454)	(20)	10	(375)	(1,407)	(304)
Taxation paid	(3,191)	(679)	(2,090)	(226)	54	(258)	8
Other	177	(44)	(57)	(485)	167	327	269
(Increase)/decrease in working capital	221	352	28	(960)	(354)	1,182	(27)
Cash flow from operating activities	12,332	4,009	5,336	397	2,862	(34)	(238)

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



Nine months 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
CCS earnings	15,804	7,846	6,741	1,791	2,085	(3)	(2,656)
Less: Identified items	(4,569)	(1,379)	28	(1,255)	(1,078)	183	(1,069)
Less: CCS earnings attributable to non-controlling interest	336
Add: Identified items attributable to non-controlling interest	18
Adjusted Earnings	20,055
Add: Non-controlling interest	318
Adjusted Earnings plus non-controlling interest	20,373	9,225	6,712	3,046	3,163	(186)	(1,588)
Add: Taxation charge/(credit) excluding tax impact of identified items	11,642	2,885	7,247	1,039	562	(10)	(81)
Add: Depreciation, depletion and amortisation excluding impairments	16,874	4,154	8,169	1,647	2,599	287	18
Add: Exploration well write-offs	973	14	959
Add: Interest expense excluding identified items	3,485	136	518	35	54	4	2,737
Less: Interest income	1,824	5	17	1	69	(5)	1,736
Adjusted EBITDA	51,523	16,410	23,588	5,767	6,308	101	(650)
Less: Current cost of supplies adjustment before taxation	438			256	182
Joint ventures and associates (dividends received less profit)	(779)	(247)	(924)	89	165	138	—
Derivative financial instruments	1,153	(1,586)	53	66	(10)	2,479	152
Taxation paid	(9,092)	(2,320)	(5,832)	(432)	(182)	(415)	89
Other	(500)	(90)	(978)	612	(8)	75	(111)
(Increase)/decrease in working capital	(344)	352	827	153	(869)	570	(1,377)
Cash flow from operating activities	41,522	12,518	16,734	5,999	5,221	2,948	(1,898)



Nine months 2023	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
CCS earnings	18,901	5,325	6,388	2,832	3,310	3,361	(2,315)
Less: Identified items	(2,219)	(4,625)	(357)	314	(278)	2,778	(50)
Less: CCS earnings attributable to non-controlling interest	176
Add: Identified items attributable to non-controlling interest	—
Adjusted Earnings	20,944
Add: Non-controlling interest	176
Adjusted Earnings plus non-controlling interest	21,120	9,951	6,746	2,518	3,588	583	(2,266)
Add: Taxation charge/(credit) excluding tax impact of identified items	11,553	2,773	6,720	808	558	345	349
Add: Depreciation, depletion and amortisation excluding impairments	17,120	4,300	8,358	1,479	2,667	303	13
Add: Exploration well write-offs	625	59	566	—	—	—	—
Add: Interest expense excluding identified items	3,504	110	372	40	39	3	2,941
Less: Interest income	1,718	2	13	8	33	5	1,657
Adjusted EBITDA	52,204	17,189	22,750	4,837	6,819	1,229	(619)
Less: Current cost of supplies adjustment before taxation	(261)			(94)	(167)
Joint ventures and associates (dividends received less profit)	(167)	32	(443)	85	85	72	2
Derivative financial instruments	(5,112)	(3,071)	—	(18)	225	(1,719)	(528)
Taxation paid	(10,108)	(2,843)	(6,455)	(478)	(197)	(350)	214
Other	82	(84)	(530)	23	284	304	85
(Increase)/decrease in working capital	4,462	2,700	342	(748)	(1,019)	4,713	(1,526)
Cash flow from operating activities	41,622	13,923	15,663	3,794	6,364	4,249	(2,372)

Identified Items

Identified items comprise: divestment gains and losses, impairments, redundancy and restructuring, provisions for onerous contracts, fair value accounting of commodity derivatives and certain gas contracts and the impact of exchange rate movements and inflationary adjustments on certain deferred tax balances, and other items. Identified items in the tables below are presented on a net basis.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



Q3 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Identified items included in Income/(loss) before taxation
Divestment gains/(losses)	(154)	1	(2)	(110)	(19)	(20)	(3)
Impairment reversals/(impairments)	(338)	(6)	(3)	(195)	(120)	(14)	—
Redundancy and restructuring	(552)	(69)	(189)	(136)	(141)	(26)	10
Provisions for onerous contracts	(7)	—	—	(7)	—	—	—
Fair value accounting of commodity derivatives and certain gas contracts	(602)	(252)	(13)	(78)	126	(385)	—
Other	(136)	—	(141)	(1)	(11)	16	—
Total identified items included in Income/(loss) before taxation	(1,789)	(327)	(348)	(526)	(165)	(430)	7
Less: total identified items included in Taxation charge/(credit)	(530)	(87)	(195)	(104)	(43)	(111)	10
Identified items included in Income/(loss) for the period
Divestment gains/(losses)	(129)	1	(6)	(84)	(15)	(23)	(2)
Impairment reversals/(impairments)	(288)	(4)	(2)	(179)	(92)	(10)	—
Redundancy and restructuring	(397)	(48)	(138)	(98)	(101)	(19)	7
Provisions for onerous contracts	(5)	—	—	(5)	—	—	—
Fair value accounting of commodity derivatives and certain gas contracts	(456)	(213)	(3)	(56)	95	(279)	—
Impact of exchange rate movements and inflationary adjustments on tax balances	120	24	104	—	—	—	(8)
Other	(105)	—	(108)	—	(8)	12	—
Impact on CCS earnings	(1,259)	(240)	(153)	(422)	(122)	(319)	(3)
Impact on CCS earnings attributable to non-controlling interest	—	—	—	—	—	—	—
Impact on CCS earnings attributable to Shell plc shareholders	(1,259)	(240)	(153)	(422)	(122)	(319)	(3)

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



Q2 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Identified items included in Income/(loss) before taxation
Divestment gains/(losses)	143	2	131	(60)	(8)	79	—
Impairment reversals/(impairments)	(1,932)	(18)	(80)	(1,055)	(619)	(161)	—
Redundancy and restructuring	(211)	(9)	(56)	(69)	(30)	(45)	(2)
Provisions for onerous contracts	(17)	(3)	(14)	—	—	—	—
Fair value accounting of commodity derivatives and certain gas contracts	461	(102)	(29)	63	211	318	—
Other1	(1,271)	(130)	(168)	10	113	7	(1,103)
Total identified items included in Income/(loss) before taxation	(2,826)	(260)	(215)	(1,111)	(333)	198	(1,105)
Less: total identified items included in Taxation charge/(credit)	(157)	(40)	(58)	(286)	165	87	(25)
Identified items included in Income/(loss) for the period
Divestment gains/(losses)	135	1	114	(45)	(6)	71	—
Impairment reversals/(impairments)	(1,728)	(15)	(67)	(783)	(708)	(155)	—
Redundancy and restructuring	(147)	(6)	(33)	(50)	(23)	(33)	(1)
Provisions for onerous contracts	(14)	(3)	(11)	—	—	—	—
Fair value accounting of commodity derivatives and certain gas contracts	319	(98)	(7)	45	156	223	—
Impact of exchange rate movements and inflationary adjustments on tax balances	49	10	(4)	—	—	—	43
Other1	(1,284)	(111)	(148)	7	83	5	(1,122)
Impact on CCS earnings	(2,669)	(220)	(157)	(825)	(499)	112	(1,080)
Impact on CCS earnings attributable to non-controlling interest	18	—	—	—	18	—	—
Impact on CCS earnings attributable to Shell plc shareholders	(2,687)	(220)	(157)	(825)	(517)	112	(1,080)

1.Corporate includes reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures resulting in unfavourable movements of $1,122 million. These currency translation differences were previously recognised in other comprehensive income and accumulated in equity as part of accumulated other comprehensive income.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



Q3 2023	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Identified items included in Income/(loss) before taxation
Divestment gains/(losses)	(75)	6	23	(10)	3	(98)	—
Impairment reversals/(impairments)	(196)	—	(15)	(2)	(103)	(76)	—
Redundancy and restructuring	(20)	(3)	(4)	(5)	(4)	(2)	(3)
Provisions for onerous contracts	—	—	—	—	—	—	—
Fair value accounting of commodity derivatives and certain gas contracts	258	(350)	38	(2)	(88)	659	—
Other	50	(25)	(236)	—	(97)	408	—
Total identified items included in Income/(loss) before taxation	17	(371)	(194)	(18)	(288)	891	(3)
Less: total identified items included in Taxation charge/(credit)	166	4	44	(6)	(75)	225	(25)
Identified items included in Income/(loss) for the period
Divestment gains/(losses)	(68)	4	8	(7)	2	(76)	—
Impairment reversals/(impairments)	(167)	—	(12)	(1)	(79)	(75)	—
Redundancy and restructuring	(14)	(2)	(2)	(4)	(3)	(1)	(2)
Provisions for onerous contracts	—	—	—	—	—	—	—
Fair value accounting of commodity derivatives and certain gas contracts	121	(340)	13	—	(59)	506	—
Impact of exchange rate movements and inflationary adjustments on tax balances	(51)	(13)	(62)	—	—	—	24
Other	29	(25)	(184)	—	(74)	312	—
Impact on CCS earnings	(149)	(375)	(238)	(12)	(213)	667	22
Impact on CCS earnings attributable to non-controlling interest	—	—	—	—	—	—	—
Impact on CCS earnings attributable to Shell plc shareholders	(149)	(375)	(238)	(12)	(213)	667	22

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



Nine months 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Identified items included in Income/(loss) before taxation
Divestment gains/(losses)	—	—	155	(185)	(35)	68	(3)
Impairment reversals/(impairments)	(2,498)	(32)	(179)	(1,254)	(917)	(116)	—
Redundancy and restructuring	(837)	(79)	(258)	(226)	(190)	(86)	3
Provisions for onerous contracts	(24)	(3)	(14)	(7)	—	—	—
Fair value accounting of commodity derivatives and certain gas contracts	(1,221)	(1,421)	(44)	(9)	(79)	332	—
Other1	(1,281)	(126)	(271)	32	148	39	(1,103)
Total identified items included in Income/(loss) before taxation	(5,859)	(1,663)	(609)	(1,649)	(1,073)	238	(1,104)
Less: total identified items included in Taxation charge/(credit)	(1,290)	(284)	(638)	(394)	5	55	(35)
Identified items included in Income/(loss) for the period
Divestment gains/(losses)	2	—	118	(140)	(28)	54	(2)
Impairment reversals/(impairments)	(2,201)	(24)	(171)	(965)	(952)	(89)	—
Redundancy and restructuring	(597)	(55)	(179)	(163)	(139)	(63)	2
Provisions for onerous contracts	(19)	(3)	(11)	(5)	—	—	—
Fair value accounting of commodity derivatives and certain gas contracts	(1,032)	(1,198)	(11)	(6)	(69)	250	—
Impact of exchange rate movements and inflationary adjustments on tax balances	573	8	512	—	—	—	53
Other1	(1,293)	(107)	(228)	24	110	30	(1,122)
Impact on CCS earnings	(4,569)	(1,379)	28	(1,255)	(1,078)	183	(1,069)
Impact on CCS earnings attributable to non-controlling interest	18	—	—	—	18	—	—
Impact on CCS earnings attributable to Shell plc shareholders	(4,587)	(1,379)	28	(1,255)	(1,096)	183	(1,069)

1.Corporate includes reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures resulting in unfavourable movements of $1,122 million. These currency translation differences were previously recognised in other comprehensive income and accumulated in equity as part of accumulated other comprehensive income.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



Nine months 2023	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Identified items included in Income/(loss) before taxation
Divestment gains/(losses)	35	(1)	76	32	(12)	(59)	—
Impairment reversals/(impairments)	(2,952)	(2,274)	(199)	(49)	(300)	(130)	—
Redundancy and restructuring	(54)	—	(10)	(22)	(4)	(1)	(16)
Provisions for onerous contracts	(24)	—	—	—	(24)	—	—
Fair value accounting of commodity derivatives and certain gas contracts	939	(3,047)	387	66	77	3,455	—
Other	116	(25)	(445)	298	(119)	408	—
Total identified items included in Income/(loss) before taxation	(1,941)	(5,347)	(192)	324	(382)	3,672	(16)
Less: total identified items included in Taxation charge/(credit)	278	(722)	165	11	(104)	894	34
Identified items included in Income/(loss) for the period
Divestment gains/(losses)	50	—	80	24	(9)	(45)	—
Impairment reversals/(impairments)	(2,284)	(1,700)	(188)	(50)	(227)	(119)	—
Redundancy and restructuring	(35)	—	(3)	(17)	(3)	(1)	(11)
Provisions for onerous contracts	(18)	—	—	—	(18)	—	—
Fair value accounting of commodity derivatives and certain gas contracts	52	(2,821)	106	60	75	2,632	—
Impact of exchange rate movements and inflationary adjustments on tax balances	8	(31)	78	—	—	—	(39)
Other	7	(74)	(431)	297	(96)	312	—
Impact on CCS earnings	(2,219)	(4,625)	(357)	314	(278)	2,778	(50)
Impact on CCS earnings attributable to non-controlling interest	—	—	—	—	—	—	—
Impact on CCS earnings attributable to Shell plc shareholders	(2,219)	(4,625)	(357)	314	(278)	2,778	(50)

The identified items categories above may include after-tax impacts of identified items of joint ventures and associates which are fully reported within “Share of profit/(loss) of joint ventures and associates” in the Consolidated Statement of Income, and fully reported as identified items included in Income/(loss) before taxation in the table above. Identified items related to subsidiaries are consolidated and reported across appropriate lines of the Consolidated Statement of Income. Only pre-tax identified items reported by subsidiaries are taken into account in the calculation of underlying operating expenses (Reference F).

Provisions for onerous contracts: Provisions for onerous contracts that relate to businesses that Shell has exited or to redundant assets or assets that cannot be used.

Fair value accounting of commodity derivatives and certain gas contracts: In the ordinary course of business, Shell enters into contracts to supply or purchase oil and gas products, as well as power and environmental products. Shell also enters into contracts for tolling, pipeline and storage capacity. Derivative contracts are entered into for mitigation of resulting economic exposures (generally price exposure) and these derivative contracts are carried at period-end market price (fair value), with movements in fair value recognised in income for the period. Supply and purchase contracts entered into for operational purposes, as well as contracts for tolling, pipeline and storage capacity, are, by contrast, recognised when the transaction occurs; furthermore, inventory is carried at historical cost or net realisable value, whichever is lower. As a consequence, accounting mismatches occur because: (a) the supply or purchase transaction is recognised in a different period, or (b) the inventory is measured on a different basis. In addition, certain contracts are, due to pricing or delivery conditions, deemed to contain embedded derivatives or written options and are also required to be carried at fair value even though they are entered into for operational purposes. The accounting impacts are reported as identified items.

Impact of exchange rate movements and inflationary adjustments on tax balances represents the impact on tax balances of exchange rate movements and inflationary adjustments arising on (a) the conversion to dollars of the local currency tax base of non-monetary assets and liabilities, as well as losses (this primarily impacts the Upstream and Integrated Gas segments) and (b) the conversion of dollar-denominated inter-segment loans to local currency, leading to taxable exchange rate gains or losses (this primarily impacts the Corporate segment).

Other identified items represent other credits or charges that based on Shell management’s assessment hinder the comparative understanding of Shell’s financial results from period to period.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

B. Adjusted Earnings per share

Adjusted Earnings per share is calculated as Adjusted Earnings (see Reference A), divided by the weighted average number of shares used as the basis for basic earnings per share (see Note 4).

C. Cash capital expenditure

Cash capital expenditure represents cash spent on maintaining and developing assets as well as on investments in the period. Management regularly monitors this measure as a key lever to delivering sustainable cash flows. Cash capital expenditure is the sum of the following lines from the Consolidated Statement of Cash Flows: Capital expenditure, Investments in joint ventures and associates and Investments in equity securities.

See Note 2 “Segment information” for the reconciliation of cash capital expenditure.

D. Capital employed and Return on average capital employed

Return on average capital employed (“ROACE”) measures the efficiency of Shell’s utilisation of the capital that it employs. Effective first quarter 2024, the definition of capital employed has been amended to reflect the deduction of cash and cash equivalents. In addition, the numerator applied to ROACE on an Adjusted Earnings plus non-controlling interest basis has been amended to remove interest on cash and cash equivalents for consistency with the revised capital employed definition. Comparative information has been revised to reflect the updated definition. Also, the presentation of ROACE on a net income basis has been discontinued, as this measure is not routinely used by management in assessing the efficiency of capital employed.

The measure refers to Capital employed which consists of total equity, current debt, and non-current debt reduced by cash and cash equivalents.

Management believes that the updated methodology better reflects Shell’s approach to managing capital employed, including the management of cash and cash equivalents alongside total debt and equity as part of the financial framework.

In this calculation, the sum of Adjusted Earnings (see Reference A) plus non-controlling interest (NCI) excluding identified items for the current and previous three quarters, adjusted for after-tax interest expense and after-tax interest income, is expressed as a percentage of the average capital employed excluding cash and cash equivalents for the same period.



$ million	Quarters
	Q3 2024	Q2 2024	Q3 2023
Current debt	10,119	12,114	8,046
Non-current debt	72,028	72,252	73,944
Total equity	192,943	192,094	190,237
Less: Cash and cash equivalents	(43,031)	(45,094)	(35,978)
Capital employed – opening	232,059	231,366	236,250
Current debt	12,015	10,849	10,119
Non-current debt	64,597	64,619	72,028
Total equity	189,538	187,190	192,943
Less: Cash and cash equivalents	(42,252)	(38,148)	(43,031)
Capital employed – closing	223,898	224,511	232,059
Capital employed – average	227,979	227,939	234,154

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



$ million	Quarters
	Q3 2024	Q2 2024	Q3 2023
Adjusted Earnings – current and previous three quarters (Reference A)	27,361	27,558	30,758
Add: Income/(loss) attributable to NCI – current and previous three quarters	376	409	275
Add: Current cost of supplies adjustment attributable to NCI – current and previous three quarters	56	(25)	(12)
Less: Identified items attributable to NCI (Reference A) – current and previous three quarters	7	7	13
Adjusted Earnings plus NCI excluding identified items – current and previous three quarters	27,787	27,935	31,008
Add: Interest expense after tax – current and previous three quarters	2,698	2,650	2,685
Less: Interest income after tax on cash and cash equivalents – current and previous three quarters	1,392	1,395	1,179
Adjusted Earnings plus NCI excluding identified items before interest expense and interest income – current and previous three quarters	29,093	29,190	32,514
Capital employed – average	227,979	227,939	234,154
ROACE on an Adjusted Earnings plus NCI basis	12.8%	12.8%	13.9%

E. Net debt and gearing

Net debt is defined as the sum of current and non-current debt, less cash and cash equivalents, adjusted for the fair value of derivative financial instruments used to hedge foreign exchange and interest rate risk relating to debt, and associated collateral balances. Management considers this adjustment useful because it reduces the volatility of net debt caused by fluctuations in foreign exchange and interest rates, and eliminates the potential impact of related collateral payments or receipts. Debt-related derivative financial instruments are a subset of the derivative financial instrument assets and liabilities presented on the balance sheet. Collateral balances are reported under “Trade and other receivables” or “Trade and other payables” as appropriate.

Gearing is a measure of Shell’s capital structure and is defined as net debt (total debt less cash and cash equivalents) as a percentage of total capital (net debt plus total equity).



$ million
	September 30, 2024		June 30, 2024		September 30, 2023
Current debt	12,015		10,849		10,119
Non-current debt	64,597		64,619		72,028
Total debt	76,613		75,468		82,147
Of which lease liabilities	25,590		25,600		27,854
Add: Debt-related derivative financial instruments: net liability/(asset)	1,694		2,460		3,116
Add: Collateral on debt-related derivatives: net liability/(asset)	(821)		(1,466)		(1,762)
Less: Cash and cash equivalents	(42,252)		(38,148)		(43,031)
Net debt	35,234		38,314		40,470
Total equity	189,538		187,190		192,943
Total capital	224,772		225,505		233,414
Gearing	15.7	%	17.0	%	17.3	%

F. Operating expenses and Underlying operating expenses

Operating expenses

Operating expenses is a measure of Shell’s cost management performance, comprising the following items from the Consolidated Statement of Income: production and manufacturing expenses; selling, distribution and administrative expenses; and research and development expenses.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS



Q3 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Production and manufacturing expenses	6,138	1,164	2,394	367	1,766	453	(6)
Selling, distribution and administrative expenses	3,139	(1)	(39)	2,408	453	209	110
Research and development	294	27	75	55	34	22	81
Operating expenses	9,570	1,190	2,430	2,830	2,253	684	185



Q2 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Production and manufacturing expenses	5,593	1,050	2,219	320	1,573	422	10
Selling, distribution and administrative expenses	3,094	64	62	2,295	293	279	101
Research and development	263	32	61	47	37	24	62
Operating expenses	8,950	1,146	2,341	2,662	1,902	725	173



Q3 2023	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Production and manufacturing expenses	6,384	1,125	2,266	335	1,900	760	(1)
Selling, distribution and administrative expenses1	3,447	50	42	2,448	501	286	121
Research and development1	267	30	77	60	44	(26)	81
Operating expenses	10,097	1,204	2,384	2,843	2,444	1,021	201



Nine months 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Production and manufacturing expenses	17,541	3,170	6,881	1,052	4,973	1,454	10
Selling, distribution and administrative expenses	9,208	125	80	6,891	1,166	646	300
Research and development	768	85	194	136	104	58	192
Operating expenses	27,517	3,380	7,156	8,079	6,243	2,158	501



Nine months 2023	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Production and manufacturing expenses	18,433	3,341	6,591	1,030	5,579	1,878	14
Selling, distribution and administrative expenses1	9,811	114	217	6,906	1,494	787	293
Research and development1	817	84	216	184	129	2	202
Operating expenses	29,062	3,540	7,024	8,120	7,201	2,667	509

1.From the first quarter 2024, Wholesale commercial fuels forms part of Mobility with inclusion in the Marketing segment (previously Chemicals and Products segment). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact between Marketing and Chemicals and Products segments (see Note 2). Also, from the first quarter 2024, Shell’s longer-term innovation portfolio is managed centrally and hence reported as part of the Corporate segment (previously all other segments). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact on all the other segments (see Note 2).

Underlying operating expenses

Underlying operating expenses is a measure aimed at facilitating a comparative understanding of performance from period to period by removing the effects of identified items, which, either individually or collectively, can cause volatility, in some cases driven by external factors.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

Quarters

$ million

Nine months

Q3 2024

Q2 2024

Q3 2023

2024

2023

9,570

8,950

10,097

Operating expenses

27,517

29,062

(552)

(210)

(19)

Redundancy and restructuring (charges)/reversal

(834)

(51)

(154)

(212)

(343)

(Provisions)/reversal

(366)

(376)

—

123

—

Other

252

—

(706)

(299)

(362)

Total identified items

(948)

(426)

8,864

8,651

9,735

Underlying operating expenses

26,569

28,635

G. Free cash flow and Organic free cash flow

Free cash flow is used to evaluate cash available for financing activities, including dividend payments and debt servicing, after investment in maintaining and growing the business. It is defined as the sum of “Cash flow from operating activities” and “Cash flow from investing activities”.

Cash flows from acquisition and divestment activities are removed from Free cash flow to arrive at the Organic free cash flow, a measure used by management to evaluate the generation of free cash flow without these activities.



Quarters			$ million	Nine months
Q3 2024	Q2 2024	Q3 2023		2024	2023
14,684	13,508	12,332	Cash flow from operating activities	41,522	41,622
(3,857)	(3,338)	(4,827)	Cash flow from investing activities	(10,723)	(12,080)
10,827	10,170	7,505	Free cash flow	30,799	29,542
194	769	259	Less: Divestment proceeds (Reference I)	1,988	2,477
—	—	(3)	Add: Tax paid on divestments (reported under “Other investing cash outflows”)	—	—
—	189	3	Add: Cash outflows related to inorganic capital expenditure1	251	2,316
10,633	9,590	7,246	Organic free cash flow2	29,062	29,381

1.Cash outflows related to inorganic capital expenditure includes portfolio actions which expand Shell’s activities through acquisitions and restructuring activities as reported in capital expenditure lines in the Consolidated Statement of Cash Flows.

2.Free cash flow less divestment proceeds, adding back outflows related to inorganic expenditure.

H. Cash flow from operating activities and cash flow from operating activities excluding working capital movements

Working capital movements are defined as the sum of the following items in the Consolidated Statement of Cash Flows: (i) (increase)/decrease in inventories, (ii) (increase)/decrease in current receivables, and (iii) increase/(decrease) in current payables.

Cash flow from operating activities excluding working capital movements is a measure used by Shell to analyse its operating cash generation over time excluding the timing effects of changes in inventories and operating receivables and payables from period to period.

Quarters

$ million

Nine months

Q3 2024

Q2 2024

Q3 2023

2024

2023

14,684

13,508

12,332

Cash flow from operating activities

41,522

41,622

2,705

(954)

(3,151)

(Increase)/decrease in inventories

1,143

2,237

4,057

1,965

(1,126)

(Increase)/decrease in current receivables

5,827

13,105

(4,096)

(1,269)

4,498

Increase/(decrease) in current payables1

(7,314)

(10,881)

2,665

(258)

221

(Increase)/decrease in working capital

(344)

4,462

12,019

13,766

12,111

Cash flow from operating activities excluding working capital movements

41,867

37,160

1.To further enhance consistency between working capital and the Balance Sheet and the Statement of Cash Flows, from January 1, 2024, onwards movements in current other provisions are recognised in ‘Decommissioning and other provisions’ instead of ‘Increase/(decrease) in current payables’. Comparatives for the third quarter 2023 and the nine months 2023 have been reclassified accordingly by $212 million and $40 million respectively to conform with current period presentation.

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

I. Divestment proceeds

Divestment proceeds represent cash received from divestment activities in the period. Management regularly monitors this measure as a key lever to deliver free cash flow.



Quarters			$ million	Nine months
Q3 2024	Q2 2024	Q3 2023		2024	2023
94	710	184	Proceeds from sale of property, plant and equipment and businesses	1,128	2,024
94	57	68	Proceeds from joint ventures and associates from sale, capital reduction and repayment of long-term loans	284	425
6	2	7	Proceeds from sale of equity securities	576	28
194	769	259	Divestment proceeds	1,988	2,477

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SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

CAUTIONARY STATEMENT

All amounts shown throughout this Unaudited Condensed Interim Financial Report are unaudited. All peak production figures in Portfolio Developments are quoted at 100% expected production. The numbers presented throughout this Unaudited Condensed Interim Financial Report may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures, due to rounding.

The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this Unaudited Condensed Interim Financial Report, “Shell”, “Shell Group” and “Group” are sometimes used for convenience where references are made to Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this Unaudited Condensed Interim Financial Report, refer to entities over which Shell plc either directly or indirectly has control. The term “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

Forward-Looking Statements

This Unaudited Condensed Interim Financial Report contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; ‘‘anticipate’’; ‘‘believe’’; “commit”; “commitment”; ‘‘could’’; ‘‘estimate’’; ‘‘expect’’; ‘‘goals’’; ‘‘intend’’; ‘‘may’’; “milestones”; ‘‘objectives’’; ‘‘outlook’’; ‘‘plan’’; ‘‘probably’’; ‘‘project’’; ‘‘risks’’; “schedule”; ‘‘seek’’; ‘‘should’’; ‘‘target’’; ‘‘will’’; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this Unaudited Condensed Interim Financial Report, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, such as the COVID-19 (coronavirus) outbreak, regional conflicts, such as the Russia-Ukraine war, and a significant cybersecurity breach; and (n) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this Unaudited Condensed Interim Financial Report are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F for the year ended December 31, 2023 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this Unaudited Condensed Interim Financial Report and should be considered by the reader. Each forward-looking statement speaks only as of the date of this Unaudited Condensed Interim Financial Report, October 31, 2024. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Unaudited Condensed Interim Financial Report.

Shell’s Net Carbon Intensity

Also, in this Unaudited Condensed Interim Financial Report we may refer to Shell’s “Net Carbon Intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “Net Carbon Intensity” or NCI are for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.

Shell’s Net-Zero Emissions Target

Shell’s operating plan, outlook and budgets are forecasted for a ten-year period and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next ten years. Accordingly, they reflect our Scope 1, Scope 2 and NCI targets over the next ten years. However, Shell’s operating plans cannot reflect our 2050 net-zero emissions target, as this target is currently outside our planning period. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.

Forward-Looking Non-GAAP measures

This Unaudited Condensed Interim Financial Report may contain certain forward-looking non-GAAP measures such as cash capital expenditure and divestments. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile those non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of Shell, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.

The contents of websites referred to in this Unaudited Condensed Interim Financial Report do not form part of this Unaudited Condensed Interim Financial Report.

We may have used certain terms, such as resources, in this Unaudited Condensed Interim Financial Report that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov.

This Unaudited Condensed Interim Financial Report contains inside information.

Page 39



SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

October 31, 2024


The information in this Unaudited Condensed Interim Financial Report reflects the unaudited consolidated interim financial position and results of Shell plc. Company No. 4366849, Registered Office: Shell Centre, London, SE1 7NA, England, UK.

Contacts:

– Sean Ashley, Company Secretary

– Media: International +44 (0) 207 934 5550; USA +1 832 337 4355

LEI number of Shell plc: 21380068P1DRHMJ8KU70

Classification: Inside Information

Page 40

The MIL Network –

January 25, 2025

MIL-OSI: Shell plc publishes third quarter 2024 press release

Source: GlobeNewswire (MIL-OSI)

London, October 31, 2024

“Shell delivered another set of strong results. We continue to deliver more value with less emissions, whilst enhancing the resilience of our balance sheet. Today, we announce another $3.5 billion buyback programme for the next three months, making this the 12^th consecutive quarter in which we have announced $3 billion or more in buybacks.”

Shell plc Chief Executive Officer, Wael Sawan

STRONG RESULTS, CONSISTENT DISTRIBUTIONS

Q3 2024 Adjusted Earnings¹ of $6.0 billion, despite the lower crude prices and weaker refining margins, reflect strong operational performance in Integrated Gas, Upstream and Marketing.
CFFO of $14.7 billion for the quarter includes a working capital inflow of $2.7 billion; net debt reduced to $35.2 billion ($9.6 billion excluding lease liabilities).
Cash capex for 2024 is expected to be below the lower end of the $22 – 25 billion range.
Commencing a $3.5 billion share buyback programme, expected to be completed by Q4 2024 results announcement. Over the last 4 quarters, total shareholder distributions paid were 43% of CFFO. Dividend stable at $0.344 per ordinary share.

$ million¹		Adj. Earnings	Adj. EBITDA	CFFO	Cash capex
Integrated Gas		2,871	5,234	3,623	1,236
Upstream		2,443	7,871	5,268	1,974
Marketing		1,182	2,081	2,722	525
Chemicals & Products²		463	1,240	3,321	761
Renewables & Energy Solutions		(162)	(75)	(364)	409
Corporate		(643)	(346)	115	45
Less: Non-controlling interest (NCI)		126
Shell	Q3 2024	6,028	16,005	14,684	4,950
Shell	Q2 2024	6,293	16,806	13,508	4,719

¹Income/(loss) attributable to shareholders for Q3 2024 is $4.3 billion. Reconciliation of non-GAAP measures can be found in the unaudited results, available at www.shell.com/investors.

²Chemicals & Products Adjusted Earnings at a subsegment level are as follows – Chemicals $(0.1) billion and Products $0.6 billion.

CFFO of $14.7 billion for Q3 2024 includes a working capital inflow of $2.7 billion mainly due to lower prices. CFFO reflects tax payments of $3.0 billion. Net debt reduced by $3.1 billion over the quarter to $35.2 billion ($9.6 billion excluding lease liabilities).

$ billion¹	Q3 2023	Q4 2023	Q1 2024	Q2 2024	Q3 2024
Divestment proceeds	0.3	0.6	1.0	0.8	0.2
Free cash flow	7.5	6.9	9.8	10.2	10.8
Net debt	40.5	43.5	40.5	38.3	35.2

¹ Reconciliation of non-GAAP measures can be found in the unaudited results, available at www.shell.com/investors.

Q3 2024 FINANCIAL PERFORMANCE DRIVERS

INTEGRATED GAS

Key data	Q2 2024	Q3 2024	Q4 2024 outlook
Realised liquids price ($/bbl)	68	63	—
Realised gas price ($/thousand scf)	7.6	7.9	—
Production (kboe/d)	980	941	900 – 960
LNG liquefaction volumes (MT)	6.9	7.5	6.9 – 7.5
LNG sales volumes (MT)	16.4	17.0	—

Adjusted Earnings were higher than in Q2 2024, due to higher LNG liquefaction volumes. Trading and optimisation results
were in line with a strong Q2 2024.
Q4 2024 production outlook reflects scheduled maintenance at Pearl GTL in Qatar.

UPSTREAM

Key data	Q2 2024	Q3 2024	Q4 2024 outlook
Realised liquids price ($/bbl)	78	75	—
Realised gas price ($/thousand scf)	6.2	6.6	—
Liquids production (kboe/d)	1,297	1,321	—
Gas production (million scf/d)	2,818	2,844	—
Total production (kboe/d)	1,783	1,811	1,750 – 1,950

Adjusted Earnings were higher than in Q2 2024, as lower prices were offset by lower well write-offs than in the previous quarter.

MARKETING

Key data	Q2 2024	Q3 2024	Q4 2024 outlook
Marketing sales volumes (kb/d)	2,868	2,945	2,550 – 3,050
Mobility (kb/d)	2,078	2,119	—
Lubricants (kb/d)	84	81	—
Sectors & Decarbonisation (kb/d)	706	745	—

Wholesale commercial fuels, previously reported in the Chemicals & Products segment, is reported in the Marketing segment (Mobility) with effect from Q1 2024.
Comparative information for the Marketing segment and the Chemicals & Product segment has been revised.

Adjusted Earnings were higher than in Q2 2024 due to improved Mobility unit margins and impact of seasonally higher volumes.

CHEMICALS & PRODUCTS

Key data	Q2 2024	Q3 2024	Q4 2024 outlook
Refinery processing intake (kb/d)	1,429	1,305	—
Chemicals sales volumes (kT)	3,052	3,015	—
Refinery utilisation (%)	92	81	75 – 83
Chemicals manufacturing plant utilisation (%)	80	76	72 – 80
Global indicative refining margin ($/bbl)	7.7	5.5	—
Global indicative chemical margin ($/t)	155	164	—

Wholesale commercial fuels, previously reported in the Chemicals & Products segment, is reported in the Marketing segment (Mobility) with effect from Q1 2024.

Comparative information for the Marketing segment and the Chemicals & Products segment has been revised.

Lower refining margins in Q3 2024 were driven by a stabilising market with increased supply. Chemicals Adjusted Earnings
were lower than in Q2 2024 due to lower utilisation and lower realised prices.
Trading and optimisation results were in line with Q2 2024.

RENEWABLES & ENERGY SOLUTIONS

Key data	Q2 2024	Q3 2024
External power sales (TWh)	74	79
Sales of pipeline gas to end-use customers (TWh)	148	148
Renewables power generation capacity (GW)*	7.1	7.3
in operation (GW)	3.3	3.4
under construction and/or committed for sale (GW)	3.8	3.9

*Excludes Shell’s equity share of associates where information cannot be obtained.

Adjusted Earnings were in line with Q2 2024.

Renewables and Energy Solutions includes activities such as renewable power generation, the marketing and trading and optimisation of power and pipeline gas, as well as carbon credits, and digitally enabled customer solutions.
It also includes the production and marketing of hydrogen, development of commercial carbon capture and storage hubs, investment in nature-based projects that avoid or reduce carbon emissions, and Shell Ventures, which invests in companies that work to accelerate the energy and mobility transformation.

CORPORATE

Key data	Q2 2024	Q3 2024	Q4 2024 outlook
Adjusted Earnings ($ billion)	(0.6)	(0.6)	(0.8) – (0.6)

The Adjusted Earnings outlook is a net expense of $2.2 – 2.4 billion for the full year 2024.

UPCOMING ANNOUNCED INVESTOR EVENTS

January 30, 2025	Fourth quarter 2024 results and dividends
May 2, 2025	First quarter 2025 results and dividends
July 31, 2025	Second quarter 2025 results and dividends
October 30, 2025	Third quarter 2025 results and dividends

USEFUL LINKS

Results materials Q 3 2024

Quarterly Databook Q 3 2024

Webcast registration Q3 2024

Dividend announcement Q 3 2024

ALTERNATIVE PERFORMANCE (NON-GAAP) MEASURES

This announcement includes certain measures that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles (GAAP) such as IFRS, including Adjusted Earnings, Adjusted EBITDA, CFFO excluding working capital movements, Cash capital expenditure, free cash flow, Divestment proceeds and Net debt. This information, along with comparable GAAP measures, is useful to investors because it provides a basis for measuring Shell plc’s operating performance and ability to retire debt and invest in new business opportunities. Shell plc’s management uses these financial measures, along with the most directly comparable GAAP financial measures, in evaluating the business performance.

This announcement may contain certain forward-looking non-GAAP measures for cash capital expenditure and divestments. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile the non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of the company, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are estimated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.

CAUTIONARY STATEMENT

The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this announcement “Shell”, “Shell Group” and “Group” are sometimes used for convenience where references are made to Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. “Subsidiaries”, “Shell subsidiaries” and “Shell companies” as used in this announcement refer to entities over which Shell plc either directly or indirectly has control. The terms “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; “anticipate”; “believe”; “commit”; “commitment”; “could”; “estimate”; “expect”; “goals”; “intend”; “may”; “milestones”; “objectives”; “outlook”; “plan”; “probably”; “project”; “risks”; “schedule”; “seek”; “should”; “target”; “will”; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this [report], including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, such as the COVID-19 (coronavirus) outbreak, regional conflicts, such as the Russia-Ukraine war, and a significant cyber security breach; and (n) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F for the year ended December 31, 2023 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this [report] and should be considered by the reader. Each forward-looking statement speaks only as of the date of this announcement, October 31, 2024. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this announcement.

All amounts shown throughout this announcement are unaudited. The numbers presented throughout this announcement may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures, due to rounding.

Shell’s Net Carbon Intensity

Also, in this announcement we may refer to Shell’s “Net Carbon Intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “Net Carbon Intensity” or NCI is for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.

Shell’s Net-Zero Emissions Target

Shell’s operating plan, outlook and budgets are forecasted for a ten-year period and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next ten years. Accordingly, they reflect our Scope 1, Scope 2 and NCI targets over the next ten years. However, Shell’s operating plans cannot reflect our 2050 net-zero emissions target, as this target is currently outside our planning period. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.

The content of websites referred to in this announcement does not form part of this announcement.

We may have used certain terms, such as resources, in this announcement that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov.

The financial information presented in this announcement does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act 2006 (“the Act”). Statutory accounts for the year ended December 31, 2023 were published in Shell’s Annual Report and Accounts, a copy of which was delivered to the Registrar of Companies for England and Wales, and in Shell’s Form 20-F. The auditor’s report on those accounts was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498(2) or 498(3) of the Act.

The information in this announcement does not constitute the unaudited condensed consolidated financial statements which are contained in Shell’s third quarter 2024 unaudited results available on www.shell.com/investors.

CONTACTS

Media: International +44 207 934 5550; USA +1 832 337 4355

The MIL Network –

January 25, 2025

MIL-OSI: Shell plc Third Quarter 2024 Interim Dividend

Source: GlobeNewswire (MIL-OSI)

Shell plc Third Quarter 2024 Interim Dividend

London, October 31, 2024 − The Board of Shell plc (the “Company”) (XLON: SHEL, XNYS: SHEL, XAMS: SHELL) today announced an interim dividend in respect of the third quarter of 2024 of US$ 0.344 per ordinary share.

Details relating to the third quarter 2024 interim dividend

Per ordinary share (GB00BP6MXD84)	Q3 2024
Shell Shares (US$)	0.344

Shareholders will be able to elect to receive their dividends in US dollars, euros or pounds sterling.

Absent any valid election to the contrary, persons holding their ordinary shares through Euroclear Nederland will receive their dividends in euros.

Absent any valid election to the contrary, shareholders (both holding in certificated and uncertificated form (CREST members)) and persons holding their shares through the Shell Corporate Nominee will receive their dividends in pounds sterling.

The pound sterling and euro equivalent dividend payments will be announced on December 9, 2024.

Per ADS (US7802593050)	Q3 2024
Shell ADSs (US$)	0.688

Cash dividends on American Depositary Shares (“ADSs”) will be paid, by default, in US dollars.

Each ADS represents two ordinary shares. ADSs are evidenced by an American Depositary Receipt (“ADR”) certificate. In many cases the terms ADR and ADS are used interchangeably.

Dividend timetable for the third quarter 2024 interim dividend

Event	Date
Announcement date	October 31, 2024
Ex- Dividend Date for ADSs	November 15, 2024
Ex- Dividend Date for ordinary shares	November 14, 2024
Record date	November 15, 2024
Closing of currency election date (see Note below)	November 29, 2024
Pound sterling and euro equivalents announcement date	December 9, 2024
Payment date	December 19, 2024

Note

A different currency election date may apply to shareholders holding shares in a securities account with a bank or financial institution ultimately holding through Euroclear Nederland. This may also apply to other shareholders who do not hold their shares either directly on the Register of Members or in the corporate sponsored nominee arrangement. Shareholders can contact their broker, financial intermediary, bank or financial institution for the election deadline that applies.

Taxation – cash dividends

If you are uncertain as to the tax treatment of any dividends you should consult your tax advisor.

Dividend Reinvestment Programmes (“DRIP”)

The following organisations offer Dividend Reinvestment Plans (“DRIPs”) which enable the Company’s shareholders to elect to have their dividend payments used to purchase the Company’s shares:

Equiniti Financial Services Limited (“EFSL”), for those holding shares (a) directly on the register as certificate holder or as CREST Member and (b) via the Shell Corporate Nominee;
ABN-AMRO NV (“ABN”) for Financial Intermediaries holding shares via Euroclear Nederland;
JPMorgan Chase Bank, N.A. (“JPM”) for holders of ADSs; and
Other DRIPs may also be available from the intermediary through which investors hold their shares and ADSs.

These DRIP offerors provide their DRIPs fully on their account and not on behalf of the Company. Interested parties should contact the relevant DRIP offeror directly.

More information can be found at https://www.shell.com/drip

To be eligible to participate in the DRIPs for the next dividend, shareholders must make a valid dividend reinvestment election before the published date for the close of elections.

Enquiries
Media International: +44 207 934 5550
Media Americas: +1 832 337 4355

Cautionary Note

The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this announcement “Shell”, “Shell Group” and “Group” are sometimes used for convenience where references are made to Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this announcement refer to entities over which Shell plc either directly or indirectly has control. The term “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

Forward-Looking Statements
This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; ‘‘anticipate’’; ‘‘believe’’; “commit”; “commitment”; ‘‘could’’; ‘‘estimate’’; ‘‘expect’’; ‘‘goals’’; ‘‘intend’’; ‘‘may’’; “milestones”; ‘‘objectives’’; ‘‘outlook’’; ‘‘plan’’; ‘‘probably’’; ‘‘project’’; ‘‘risks’’; “schedule”; ‘‘seek’’; ‘‘should’’; ‘‘target’’; ‘‘will’’; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, such as the COVID-19 (coronavirus) outbreak, regional conflicts, such as the Russia-Ukraine war, and a significant cybersecurity breach; and (n) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F for the year ended December 31, 2023 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this announcement and should be considered by the reader. Each forward-looking statement speaks only as of the date of this announcement, October 31, 2024. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this announcement.

Shell’s Net Carbon Intensity
Also, in this announcement we may refer to Shell’s “Net Carbon Intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “Net Carbon Intensity” or NCI are for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.

Shell’s net-zero emissions target
Shell’s operating plan, outlook and budgets are forecasted for a ten-year period and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next ten years. Accordingly, they reflect our Scope 1, Scope 2 and NCI targets over the next ten years. However, Shell’s operating plans cannot reflect our 2050 net-zero emissions target, as this target is currently outside our planning period. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.

Forward-Looking non-GAAP measures
This announcement may contain certain forward-looking non-GAAP measures such as cash capital expenditure and divestments. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile those non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of Shell, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.

The contents of websites referred to in this announcement do not form part of this announcement.

We may have used certain terms, such as resources, in this announcement that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov.

LEI number of Shell plc: 21380068P1DRHMJ8KU70
Classification: Additional regulated information required to be disclosed under the laws of a Member State

The MIL Network –

January 25, 2025

MIL-OSI: Shell announces commencement of a share buyback programme

Source: GlobeNewswire (MIL-OSI)

Shell plc

Shell announces commencement of a share buyback programme

October 31, 2024

Shell plc (the ‘Company’) today announces the commencement of a $3.5 billion share buyback programme covering an aggregate contract term of approximately three months (the ‘programme’). The purpose of the programme is to reduce the issued share capital of the Company. All shares repurchased as part of the programme will be cancelled. It is intended that, subject to market conditions, the programme will be completed prior to the Company’s Q4 2024 results announcement, scheduled for January 30, 2025.

The Company has entered into an arrangement with a single broker consisting of two irrevocable, non-discretionary contracts, to enable the purchase of ordinary shares on both London market exchanges (the London Stock Exchange and/or on BATS and/or on Chi-X) (pursuant to one ‘London contract’) and Netherlands exchanges (Euronext Amsterdam and/or on CBOE Europe DXE and/or on Turquoise Europe) (pursuant to one ‘Netherlands contract’) for a period up to and including January 24, 2025. The aggregate maximum consideration for the purchase of ordinary shares under the London contract is $2.1 billion and the maximum consideration for the purchase of ordinary shares under the Netherlands contract is $1.4 billion. Purchases under the London contract will be carried out in accordance with the Company’s authority¹ to repurchase shares on-market and will be effected within certain contractually agreed parameters. Purchases under the Netherlands contract will be carried out in accordance with the Company’s authority¹ to repurchase shares off-market pursuant to the off-market share buyback contract approved by its shareholders and the parameters set out therein.

The maximum number of ordinary shares which may be purchased or committed to be purchased by the Company under the programme (across both contracts) is 525,000,000, which is the maximum number remaining as of the date of this announcement pursuant to the relevant authorities granted by shareholders at the Company’s 2024 Annual General Meeting¹.

The broker will make its trading decisions in relation to the Company’s securities independently of the Company.

The programme will be conducted in accordance with Chapter 9 of the UK Listing Rules, Article 5 of the Market Abuse Regulation 596/2014/EU dealing with buy-back programmes (‘EU MAR’) and EU MAR as “onshored” into UK law from the end of the Brexit transition period (at 11:00 pm on 31 December 2020) through the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act 2020), and as amended, supplemented, restated, novated, substituted or replaced including by relevant statutory instruments (including, The Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)), from time to time and the Commission Delegated Regulation (EU) 2016/1052 (the ‘EU MAR Delegated Regulation’) and the EU MAR Delegated Regulation as “onshored” into UK law from the end of the Brexit transition period (at 11:00 pm on 31 December 2020) through the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act 2020), and as amended, supplemented, restated, novated, substituted or replaced, including by relevant statutory instruments (including, The Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)), from time to time.

¹ The existing shareholder authorities to buy back shares granted at the Company’s 2024 Annual General Meeting will expire at the earlier of the close of business on August 20, 2025, and the end of the date of the Company’s 2025 Annual General Meeting. The Company expects to seek renewal of shareholder authority to buy back shares at subsequent Annual General Meetings.

Enquiries

Media International: +44 (0) 207 934 5550

Media Americas: +1 832 337 4355

Cautionary Note

The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this announcement “Shell”, “Shell Group” and “Group” are sometimes used for convenience where references are made to Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this announcement refer to entities over which Shell plc either directly or indirectly has control. The term “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

Forward-Looking Statements

This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; ‘‘anticipate’’; ‘‘believe’’; “commit”; “commitment”; ‘‘could’’; ‘‘estimate’’; ‘‘expect’’; ‘‘goals’’; ‘‘intend’’; ‘‘may’’; “milestones”; ‘‘objectives’’; ‘‘outlook’’; ‘‘plan’’; ‘‘probably’’; ‘‘project’’; ‘‘risks’’; “schedule”; ‘‘seek’’; ‘‘should’’; ‘‘target’’; ‘‘will’’; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, such as the COVID-19 (coronavirus) outbreak, regional conflicts, such as the Russia-Ukraine war, and a significant cybersecurity breach; and (n) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F for the year ended December 31, 2023 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this announcement and should be considered by the reader. Each forward-looking statement speaks only as of the date of this announcement, October 31, 2024. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this announcement.

Shell’s Net Carbon Intensity

Also, in this announcement we may refer to Shell’s “Net Carbon Intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “Net Carbon Intensity” or NCI are for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.

Shell’s net-zero emissions target

Shell’s operating plan, outlook and budgets are forecasted for a ten-year period and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next ten years. Accordingly, they reflect our Scope 1, Scope 2 and NCI targets over the next ten years. However, Shell’s operating plans cannot reflect our 2050 net-zero emissions target, as this target is currently outside our planning period. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.

Forward-Looking non-GAAP measures

This announcement may contain certain forward-looking non-GAAP measures such as cash capital expenditure and divestments. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile those non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of Shell, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.

The contents of websites referred to in this announcement do not form part of this announcement.

We may have used certain terms, such as resources, in this announcement that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov.

LEI number of Shell plc: 21380068P1DRHMJ8KU70

Classification: Acquisition or disposal of the issuer’s own shares.

The MIL Network –

January 25, 2025

MIL-OSI: Shell Plc 2025 Interim Dividend Timetable

Source: GlobeNewswire (MIL-OSI)

SHELL PLC 2025 INTERIM DIVIDEND TIMETABLE

London, October 31, 2024

The Board of Shell plc today announced the intended timetable for the 2025 quarterly interim dividends.

2025 Interim Dividend Timetable

Event	4^th Quarter 2024	1^st Quarter 2025	2^nd Quarter 2025	3^rd Quarter 2025
Announcement date	January 30, 2025	May 2, 2025	July 31, 2025	October 30, 2025
Ex- Dividend Date for ADSs	February 14, 2025	May 16, 2025	August 15, 2025	November 14, 2025
Ex- Dividend Date for ordinary shares	February 13, 2025	May 15, 2025	August 14, 2025	November 13, 2025
Record date	February 14, 2025	May 16, 2025	August 15, 2025	November 14, 2025
Closing date for currency election (see Note below)	February 28, 2025	June 2, 2025	September 1, 2025	November 28, 2025
Pounds sterling and euro equivalents announcement date	March 10, 2025	June 9, 2025	September 8, 2025	December 8, 2025
Payment date	March 24, 2025	June 23, 2025	September 22, 2025	December 18, 2025

Note
A different currency election date may apply to shareholders holding shares in a securities account with a bank or financial institution ultimately holding through Euroclear Nederland. This may also apply to other shareholders who do not hold their shares either directly on the Register of Members or in the corporate sponsored nominee arrangement. Shareholders can contact their broker, financial intermediary, bank or financial institution for the election deadline that applies.

The 2025 interim dividend timetable is also available on www.shell.com/dividend.

Enquiries
Media International: +44 207 934 5550
Media Americas: +1 832 337 4355

Cautionary Note
The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this announcement “Shell”, “Shell Group” and “Group” are sometimes used for convenience where references are made to Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this announcement refer to entities over which Shell plc either directly or indirectly has control. The term “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

Forward-Looking Statements
This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; ‘‘anticipate’’; ‘‘believe’’; “commit”; “commitment”; ‘‘could’’; ‘‘estimate’’; ‘‘expect’’; ‘‘goals’’; ‘‘intend’’; ‘‘may’’; “milestones”; ‘‘objectives’’; ‘‘outlook’’; ‘‘plan’’; ‘‘probably’’; ‘‘project’’; ‘‘risks’’; “schedule”; ‘‘seek’’; ‘‘should’’; ‘‘target’’; ‘‘will’’; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, such as the COVID-19 (coronavirus) outbreak, regional conflicts, such as the Russia-Ukraine war, and a significant cybersecurity breach; and (n) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F for the year ended December 31, 2023 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this announcement and should be considered by the reader. Each forward-looking statement speaks only as of the date of this announcement, October 31, 2024. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this announcement.

Shell’s Net Carbon Intensity
Also, in this announcement we may refer to Shell’s “Net Carbon Intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “Net Carbon Intensity” or NCI are for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.

Shell’s net-zero emissions target
Shell’s operating plan, outlook and budgets are forecasted for a ten-year period and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next ten years. Accordingly, they reflect our Scope 1, Scope 2 and NCI targets over the next ten years. However, Shell’s operating plans cannot reflect our 2050 net-zero emissions target, as this target is currently outside our planning period. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.

Forward-Looking non-GAAP measures
This announcement may contain certain forward-looking non-GAAP measures such as cash capital expenditure and divestments. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile those non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of Shell, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.

The contents of websites referred to in this announcement do not form part of this announcement.

We may have used certain terms, such as resources, in this announcement that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov.

LEI number of Shell plc: 21380068P1DRHMJ8KU70
Classification: Additional regulated information required to be disclosed under the laws of a Member State

The MIL Network –

January 25, 2025

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

Source: European Union 2

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

The reports cover:

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

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

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

For more information

Press release: Commission adopts 2024 Enlargement Package

2024 Communication on EU Enlargement Policy

How enlargement works

Factsheet on the EU accession process

Economic and Investment Plan for Western Balkans

New Growth Plan for the Western Balkans

Ukraine Facility

Growth Plan for Moldova

Albania: Report; Country factsheet

Bosnia and Herzegovina:  Report; Country factsheet

Kosovo:  Report; Country factsheet

Montenegro:  Report; Country factsheet

North Macedonia: Report; Country factsheet

Serbia: Report; Country factsheet

Georgia: Report; Country factsheet

Moldova: Report; Country factsheet

Ukraine:  Report; Country factsheet

Türkiye:  Report; Country factsheet

MIL OSI Europe News –

January 25, 2025

MIL-OSI: Radware Reports Third Quarter 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

Third Quarter 2024 Financial Results and Highlights

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Safe Harbor Statement

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

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

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

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

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

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

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

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

Radware Ltd.
Condensed Consolidated Balance Sheets
(U.S. Dollars in thousands)

	September 30,	December 31,
	2024	2023
	(Unaudited)	(Unaudited)
Assets

Current assets
Cash and cash equivalents	115,416	70,538
Marketable securities	94,809	86,372
Short-term bank deposits	111,998	173,678
Trade receivables, net	19,963	20,267
Other receivables and prepaid expenses	9,891	9,529
Inventories	13,543	15,544
	365,620	375,928

Long-term investments
Marketable securities	30,991	33,131
Long-term bank deposits	58,468	–
Other assets	2,104	2,166
	91,563	35,297


Property and equipment, net	16,499	18,221
Intangible assets, net	12,742	15,718
Other long-term assets	35,312	37,967
Operating lease right-of-use assets	18,433	20,777
Goodwill	68,008	68,008
Total assets	608,177	571,916

Liabilities and equity

Current liabilities
Trade payables	6,551	4,298
Deferred revenues	109,924	105,012
Operating lease liabilities	4,333	4,684
Other payables and accrued expenses	46,427	41,021
	167,235	155,015

Long-term liabilities
Deferred revenues	65,916	60,499
Operating lease liabilities	13,658	16,020
Other long-term liabilities	14,173	17,108
	93,747	93,627

Equity
Radware Ltd. equity
Share capital	749	742
Additional paid-in capital	548,240	529,209
Accumulated other comprehensive income	593	77
Treasury stock, at cost	(366,588)	(365,749)
Retained earnings	123,398	119,812
Total Radware Ltd. shareholder’s equity	306,392	284,091

Non–controlling interest	40,803	39,183

Total equity	347,195	323,274

Total liabilities and equity	608,177	571,916

Radware Ltd. Condensed Consolidated Statements of Income (Loss) (U.S Dollars in thousands, except share and per share data)

	For the three months ended		For the nine months ended
	September 30,		September 30,
	2024	2023	2024	2023
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)

Revenues	69,488	61,612	201,849	196,260
Cost of revenues	13,392	12,838	39,260	38,886
Gross profit	56,096	48,774	162,589	157,374

Operating expenses, net:
Research and development, net	18,654	20,614	56,251	62,905
Selling and marketing	30,500	30,532	89,945	94,368
General and administrative	6,948	7,824	21,271	24,378
Total operating expenses, net	56,102	58,970	167,467	181,651

Operating loss	(6)	(10,196)	(4,878)	(24,277)
Financial income, net	4,957	3,778	12,982	10,688
Income (loss) before taxes on income	4,951	(6,418)	8,104	(13,589)
Taxes on income	1,807	433	4,518	2,151
Net income (loss)	3,144	(6,851)	3,586	(15,740)

Basic net income (loss) per share attributed to Radware Ltd.’s shareholders	0.07	(0.16)	0.09	(0.36)

Weighted average number of shares used to compute basic net income (loss) per share	41,956,001	42,261,637	41,854,984	43,232,405

Diluted net income (loss) per share attributed to Radware Ltd.’s shareholders	0.07	(0.16)	0.08	(0.36)

Weighted average number of shares used to compute diluted net income (loss) per share	43,573,161	42,261,637	43,199,279	43,232,405

	Radware Ltd. Reconciliation of GAAP to Non-GAAP Financial Information (U.S Dollars in thousands, except share and per share data)

		For the three months ended		For the nine months ended
		September 30,		September 30,
		2024	2023	2024	2023
		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
GAAP gross profit		56,096	48,774	162,589	157,374
	Share-based compensation	81	177	240	403
	Amortization of intangible assets	992	992	2,976	2,976
Non-GAAP gross profit		57,169	49,943	165,805	160,753

GAAP research and development, net		18,654	20,614	56,251	62,905
	Share-based compensation	1,421	2,064	4,679	6,200
Non-GAAP Research and development, net		17,233	18,550	51,572	56,705

GAAP selling and marketing		30,500	30,532	89,945	94,368
	Share-based compensation	2,548	2,134	7,708	9,065
	Restructuring costs	–	1,273	–	1,273
Non-GAAP selling and marketing		27,952	27,125	82,237	84,030

GAAP general and administrative		6,948	7,824	21,271	24,378
	Share-based compensation	2,008	2,884	6,480	9,483
	Acquisition costs	159	211	571	769
Non-GAAP general and administrative		4,781	4,729	14,220	14,126

GAAP total operating expenses, net		56,102	58,970	167,467	181,651
	Share-based compensation	5,977	7,082	18,867	24,748
	Acquisition costs	159	211	571	769
	Restructuring costs	–	1,273	–	1,273
Non-GAAP total operating expenses, net		49,966	50,404	148,029	154,861

GAAP operating loss		(6)	(10,196)	(4,878)	(24,277)
	Share-based compensation	6,058	7,259	19,107	25,151
	Amortization of intangible assets	992	992	2,976	2,976
	Acquisition costs	159	211	571	769
	Restructuring costs	–	1,273	–	1,273
Non-GAAP operating income (loss)		7,203	(461)	17,776	5,892

GAAP financial income, net		4,957	3,778	12,982	10,688
	Exchange rate differences, net on balance sheet items included in financial income, net	(86)	37	(231)	(770)
Non-GAAP financial income, net		4,871	3,815	12,751	9,918

GAAP income (loss) before taxes on income		4,951	(6,418)	8,104	(13,589)
	Share-based compensation	6,058	7,259	19,107	25,151
	Amortization of intangible assets	992	992	2,976	2,976
	Acquisition costs	159	211	571	769
	Restructuring costs	–	1,273	–	1,273
	Exchange rate differences, net on balance sheet items included in financial income, net	(86)	37	(231)	(770)
Non-GAAP income before taxes on income		12,074	3,354	30,527	15,810

GAAP taxes on income		1,807	433	4,518	2,151
	Tax related adjustments	62	62	185	185
Non-GAAP taxes on income		1,869	495	4,703	2,336

GAAP net income (loss)		3,144	(6,851)	3,586	(15,740)
	Share-based compensation	6,058	7,259	19,107	25,151
	Amortization of intangible assets	992	992	2,976	2,976
	Acquisition costs	159	211	571	769
	Restructuring costs	–	1,273	–	1,273
	Exchange rate differences, net on balance sheet items included in financial income, net	(86)	37	(231)	(770)
	Tax related adjustments	(62)	(62)	(185)	(185)
Non-GAAP net income		10,205	2,859	25,824	13,474

GAAP diluted net income (loss) per share		0.07	(0.16)	0.08	(0.36)
	Share-based compensation	0.14	0.17	0.45	0.57
	Amortization of intangible assets	0.02	0.03	0.07	0.07
	Acquisition costs	0.00	0.00	0.01	0.02
	Restructuring costs	0.00	0.03	0.00	0.03
	Exchange rate differences, net on balance sheet items included in financial income, net	(0.00)	0.00	(0.01)	(0.02)
	Tax related adjustments	(0.00)	(0.00)	(0.00)	0.00
Non-GAAP diluted net earnings per share		0.23	0.07	0.60	0.31


Weighted average number of shares used to compute non-GAAP diluted net earnings per share		43,573,161	43,163,159	43,199,279	44,058,549

Radware Ltd. Condensed Consolidated Statements of Cash Flow (U.S. Dollars in thousands)

	For the three months ended		For the nine months ended
	September 30,		September 30,
	2024	2023	2024	2023
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
Cash flow from operating activities:

Net income (loss)	3,144	(6,851)	3,586	(15,740)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	2,947	3,025	8,918	9,216
Share-based compensation	6,058	7,259	19,107	25,151
Amortization of premium, accretion of discounts and accrued interest on marketable securities, net	(234)	161	(227)	1,116
Loss related to securities, net	–	–	–	244
Increase (decrease) in accrued interest on bank deposits	(814)	(2,289)	4,645	(3,814)
Increase (decrease) in accrued severance pay, net	147	(401)	106	(506)
Decrease in trade receivables, net	5,536	4,448	304	5,380
Decrease (increase) in other receivables and prepaid expenses and other long-term assets	749	(215)	1,155	(2,541)
Decrease (increase) in inventories	253	(671)	2,001	(1,566)
Increase (decrease) in trade payables	2,474	(1,778)	2,253	(395)
Increase (decrease) in deferred revenues	(6,059)	(12,311)	10,329	(11,095)
Increase (decrease) in other payables and accrued expenses	259	644	7,052	(10,798)
Operating lease liabilities, net	248	(804)	(369)	(805)
Net cash provided by (used in) operating activities	14,708	(9,783)	58,860	(6,153)

Cash flows from investing activities:

Purchase of property and equipment	(1,412)	(1,130)	(4,220)	(4,493)
Proceeds from other long-term assets, net	46	29	40	77
Proceeds from (investment in) bank deposits, net	9,731	21,145	(1,433)	51,345
Investment in, redemption of and purchase of marketable securities, net	5,541	2,228	(4,456)	347
Net cash provided by (used in) investing activities	13,906	22,272	(10,069)	47,276

Cash flows from financing activities:

Proceeds from exercise of share options	–	–	3	308
Repurchase of shares	–	(20,648)	(839)	(53,131)
Payment of contingent consideration related to acquisition	–	(2,063)	(3,077)	(2,063)
Net cash used in financing activities	–	(22,711)	(3,913)	(54,886)

Increase (decrease) in cash and cash equivalents	28,614	(10,222)	44,878	(13,763)
Cash and cash equivalents at the beginning of the period	86,802	42,644	70,538	46,185
Cash and cash equivalents at the end of the period	115,416	32,422	115,416	32,422

	Radware Ltd. RECONCILIATION OF GAAP NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA (NON-GAAP) (U.S Dollars in thousands)

		For the three months ended		For the nine months ended
		September 30,		September 30,
		2024	2023	2024	2023
		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
GAAP net income (loss)		3,144	(6,851)	3,586	(15,740)
	Exclude: Financial income, net	(4,957)	(3,778)	(12,982)	(10,688)
	Exclude: Depreciation and amortization expense	2,947	3,025	8,918	9,216
	Exclude: Taxes on income	1,807	433	4,518	2,151
EBITDA		2,941	(7,171)	4,040	(15,061)

	Share-based compensation	6,058	7,259	19,107	25,151
	Restructuring costs	–	1,273	–	1,273
	Acquisition costs	159	211	571	769
Adjusted EBITDA		9,158	1,572	23,718	12,132


		For the three months ended		For the nine months ended
		September 30,		September 30,
		2024	2023	2024	2023
	Amortization of intangible assets	992	992	2,976	2,976
	Depreciation	1,955	2,033	5,942	6,240
		2,947	3,025	8,918	9,216

The MIL Network –

January 25, 2025

MIL-OSI: WTW Reports Third Quarter 2024 Earnings

Source: GlobeNewswire (MIL-OSI)

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

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

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

Consolidated Results

As reported, USD millions, except %

Key Metrics	Q3-24	Q3-23	Y/Y Change
Revenue¹	$2,289	$2,166	Reported 6% \| CC 6% \| Organic 6%
(Loss)/Income from Operations²	$(766)	$159	NM
Operating Margin² %	(33.5)%	7.3%	NM
Adjusted Operating Income	$414	$351	18%
Adjusted Operating Margin %	18.1%	16.2%	190 bps
Net (Loss)/Income²	$(1,672)	$139	NM
Adjusted Net Income	$299	$236	27%
Diluted EPS²	$(16.44)	$1.29	NM
Adjusted Diluted EPS	$2.93	$2.24	31%

¹	The revenue amounts included in this release are presented on a U.S. GAAP basis except where stated otherwise. This excludes reinsurance revenue which is reported in discontinued operations. The segment discussion is on an organic basis.
²	Loss from Operations, Operating Margin, Net Loss and Diluted EPS for the third quarter of 2024 include pre-tax non-cash losses and impairment charges of over $1.0 billion each related to the pending sale of TRANZACT.
^NM	Not meaningful.

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

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

Cash Flow and Capital Allocation

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

Third Quarter 2024 Segment Highlights

Health, Wealth & Career (“HWC”)

As reported, USD millions, except %

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

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

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

Risk & Broking (“R&B”)

As reported, USD millions, except %

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

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

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

2024 Outlook

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

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

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

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

Conference Call

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

About WTW

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

WTW Non-GAAP Measures

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

WTW Forward-Looking Statements

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

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

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

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

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

Contact

INVESTORS

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

WTW Supplemental Segment Information (In millions of U.S. dollars) (Unaudited)
REVENUE
							Components of Revenue Change⁽ⁱ⁾
							Less:				Less:
	Three Months Ended September 30,				As Reported		Currency		Constant Currency		Acquisitions/		Organic
	2024		2023		% Change		Impact		Change		Divestitures		Change

Health, Wealth & Career
Revenue excluding interest income	$	1,320	$	1,275	4	%	0	%	3	%	0	%	4	%
Interest income		8		7
Total		1,328		1,282	4	%	0	%	3	%	0	%	4	%

Risk & Broking
Revenue excluding interest income	$	911	$	830	10	%	0	%	10	%	0	%	10	%
Interest income		29		25
Total		940		855	10	%	0	%	10	%	0	%	10	%

Segment Revenue	$	2,268	$	2,137	6	%	0	%	6	%	0	%	6	%
Reimbursable expenses and other		15		22
Interest income		6		7
Revenue	$	2,289	$	2,166	6	%	0	%	6	%	0	%	6%⁽ⁱⁱ⁾

							Components of Revenue Change⁽ⁱ⁾
							Less:				Less:
	Nine Months Ended September 30,				As Reported		Currency		Constant Currency		Acquisitions/		Organic
	2024		2023		% Change		Impact		Change		Divestitures		Change

Health, Wealth & Career
Revenue excluding interest income	$	3,898	$	3,766	4	%	0	%	4	%	0	%	4	%
Interest income		26		18
Total		3,924		3,784	4	%	0	%	4	%	0	%	4	%

Risk & Broking
Revenue excluding interest income	$	2,811	$	2,607	8	%	0	%	8	%	0	%	8	%
Interest income		86		52
Total		2,897		2,659	9	%	0	%	9	%	0	%	9	%

Segment Revenue	$	6,821	$	6,443	6	%	0	%	6	%	0	%	6	%
Reimbursable expenses and other		56		90
Interest income		18		36
Revenue	$	6,895	$	6,569	5	%	0	%	5	%	0	%	5%⁽ⁱⁱ⁾

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

BOOK-OF-BUSINESS SETTLEMENTS AND INTEREST INCOME

	Three Months Ended September 30,
	HWC				R&B				Corporate				Total
	2024		2023		2024		2023		2024		2023		2024		2023
Book-of-business settlements	$	3	$	—	$	4	$	1	$	—	$	—	$	7	$	1
Interest income		8		7		29		25		6		7		43		39
Total	$	11	$	7	$	33	$	26	$	6	$	7	$	50	$	40

	Nine Months Ended September 30,
	HWC				R&B				Corporate				Total
	2024		2023		2024		2023		2024		2023		2024		2023
Book-of-business settlements	$	3	$	—	$	8	$	11	$	—	$	—	$	11	$	11
Interest income		26		18		86		52		18		36		130		106
Total	$	29	$	18	$	94	$	63	$	18	$	36	$	141	$	117

SEGMENT OPERATING INCOME ⁽ⁱ⁾

	Three Months Ended September 30,





	2024		2023











Health, Wealth & Career	$	329	$	305





Risk & Broking		170		134





Segment Operating Income	$	499	$	439

	Nine Months Ended September 30,
	2024		2023

Health, Wealth & Career	$	941	$	836
Risk & Broking		575		459
Segment Operating Income	$	1,516	$	1,295

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

SEGMENT OPERATING MARGINS

	Three Months Ended September 30,
	2024	2023
Health, Wealth & Career	24.7%	23.8%
Risk & Broking	18.1%	15.7%

	Nine Months Ended September 30,
	2024	2023
Health, Wealth & Career	24.0%	22.1%
Risk & Broking	19.8%	17.3%

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

	Three Months Ended September 30,
	2024			2023

Segment Operating Income	$	499		$	439
Impairment⁽ⁱ⁾		(1,042	)		—
Amortization		(56	)		(62	)
Restructuring costs		(8	)		(17	)
Transaction and transformation⁽ⁱⁱ⁾		(74	)		(113	)
Unallocated, net⁽ⁱⁱⁱ⁾		(85	)		(88	)
(Loss)/Income from Operations		(766	)		159
Interest expense		(65	)		(61	)
Other (loss)/income, net		(1,163	)		66
(Loss)/income from operations before income taxes	$	(1,994	)	$	164

	Nine Months Ended September 30,
	2024			2023

Segment Operating Income	$	1,516		$	1,295
Impairment⁽ⁱ⁾		(1,042	)		—
Amortization		(176	)		(203	)
Restructuring costs		(29	)		(30	)
Transaction and transformation⁽ⁱⁱ⁾		(296	)		(265	)
Unallocated, net⁽ⁱⁱⁱ⁾		(247	)		(211	)
(Loss)/Income from Operations		(274	)		586
Interest expense		(197	)		(172	)
Other (loss)/income, net		(1,113	)		126
(Loss)/income from operations before income taxes	$	(1,584	)	$	540

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

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

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

	Three Months Ended September 30,
	2024			2023

Net (loss)/income attributable to WTW	$	(1,675	)	$	136
Adjusted for certain items:
Impairment		1,042			—
Amortization		56			62
Restructuring costs		8			17
Transaction and transformation		74			113
Loss/(gain) on disposal of operations		1,190			(41	)
Tax effect on certain items listed above⁽ⁱⁱ⁾		(396	)		(51	)
Adjusted Net Income	$	299		$	236

Weighted-average ordinary shares, diluted		102			105

Diluted (Loss)/Earnings Per Share	$	(16.44	)	$	1.29
Adjusted for certain items:⁽ⁱⁱⁱ⁾
Impairment		10.23			—
Amortization		0.55			0.59
Restructuring costs		0.08			0.16
Transaction and transformation		0.73			1.07
Loss/(gain) on disposal of operations		11.68			(0.39	)
Tax effect on certain items listed above⁽ⁱⁱ⁾		(3.89	)		(0.48	)
Adjusted Diluted Earnings Per Share⁽ⁱⁱⁱ⁾	$	2.93		$	2.24

	Nine Months Ended September 30,
	2024			2023

Net (loss)/income attributable to WTW	$	(1,344	)	$	433
Adjusted for certain items:
Impairment		1,042			—
Amortization		176			203
Restructuring costs		29			30
Transaction and transformation		296			265
Provision for specified litigation matter⁽ⁱ⁾		13			—
Loss/(gain) on disposal of operations		1,190			(44	)
Tax effect on certain items listed above⁽ⁱⁱ⁾		(492	)		(128	)
Tax effect of significant adjustments		(7	)		2
Adjusted Net Income	$	903		$	761

Weighted-average ordinary shares, diluted		103			107

Diluted (Loss)/Earnings Per Share	$	(13.11	)	$	4.06
Adjusted for certain items:⁽ⁱⁱⁱ⁾
Impairment		10.17			—
Amortization		1.72			1.90
Restructuring costs		0.28			0.28
Transaction and transformation		2.89			2.48
Provision for specified litigation matter⁽ⁱ⁾		0.13			—
Loss/(gain) on disposal of operations		11.61			(0.41	)
Tax effect on certain items listed above⁽ⁱⁱ⁾		(4.80	)		(1.20	)
Tax effect of significant adjustments		(0.07	)		0.02
Adjusted Diluted Earnings Per Share⁽ⁱⁱⁱ⁾	$	8.81		$	7.13

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

RECONCILIATIONS OF NET (LOSS)/INCOME TO ADJUSTED EBITDA

	Three Months Ended September 30,
	2024					2023

Net (Loss)/Income	$	(1,672	)	(73.0	)%	$	139		6.4	%
Provision for income taxes		(322	)				25
Interest expense		65					61
Impairment		1,042					—
Depreciation		60					60
Amortization		56					62
Restructuring costs		8					17
Transaction and transformation		74					113
Loss/(gain) on disposal of operations		1,190					(41	)
Adjusted EBITDA and Adjusted EBITDA Margin	$	501		21.9	%	$	436		20.1	%

	Nine Months Ended September 30,
	2024					2023

Net (Loss)/Income	$	(1,336	)	(19.4	)%	$	441		6.7	%
Provision for income taxes		(248	)				99
Interest expense		197					172
Impairment		1,042					—
Depreciation		176					184
Amortization		176					203
Restructuring costs		29					30
Transaction and transformation		296					265
Provision for specified litigation matter⁽ⁱ⁾		13					—
Loss/(gain) on disposal of operations		1,190					(44	)
Adjusted EBITDA and Adjusted EBITDA Margin	$	1,535		22.3	%	$	1,350		20.6	%

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

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

	Three Months Ended September 30,
	2024					2023

(Loss)/Income from operations and Operating margin	$	(766	)	(33.5	)%	$	159	7.3	%
Adjusted for certain items:
Impairment		1,042					—
Amortization		56					62
Restructuring costs		8					17
Transaction and transformation		74					113
Adjusted operating income and Adjusted operating income margin	$	414		18.1	%	$	351	16.2	%

	Nine Months Ended September 30,
	2024					2023

(Loss)/Income from operations and Operating margin	$	(274	)	(4.0	)%	$	586	8.9	%
Adjusted for certain items:
Impairment		1,042					—
Amortization		176					203
Restructuring costs		29					30
Transaction and transformation		296					265
Provision for specified litigation matter⁽ⁱ⁾		13					—
Adjusted operating income and Adjusted operating income margin	$	1,282		18.6	%	$	1,084	16.5	%

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

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

	Three Months Ended September 30,
	2024			2023

(Loss)/income from operations before income taxes	$	(1,994	)	$	164

Adjusted for certain items:
Impairment		1,042			—
Amortization		56			62
Restructuring costs		8			17
Transaction and transformation		74			113
Loss/(gain) on disposal of operations		1,190			(41	)
Adjusted income before taxes	$	376		$	315

(Benefit from)/provision for income taxes	$	(322	)	$	25
Tax effect on certain items listed above⁽ⁱⁱ⁾		396			51
Adjusted income taxes	$	74		$	76

U.S. GAAP tax rate		16.1	%		15.5	%
Adjusted income tax rate		19.7	%		24.3	%

	Nine Months Ended September 30,
	2024			2023

(Loss)/income from operations before income taxes	$	(1,584	)	$	540

Adjusted for certain items:
Impairment		1,042			—
Amortization		176			203
Restructuring costs		29			30
Transaction and transformation		296			265
Provision for specified litigation matter⁽ⁱ⁾		13			—
Loss/(gain) on disposal of operations		1,190			(44	)
Adjusted income before taxes	$	1,162		$	994

(Benefit from)/provision for income taxes	$	(248	)	$	99
Tax effect on certain items listed above⁽ⁱⁱ⁾		492			128
Tax effect of significant adjustments		7			(2	)
Adjusted income taxes	$	251		$	225

U.S. GAAP tax rate		15.6	%		18.3	%
Adjusted income tax rate		21.6	%		22.6	%

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

RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES TO FREE CASH FLOW

	Nine Months Ended September 30,
	2024			2023

Cash flows from operating activities	$	913		$	823
Less: Additions to fixed assets and software for internal use		(106	)		(116	)
Free Cash Flow	$	807		$	707

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY Condensed Consolidated Statements of Income (In millions of U.S. dollars, except per share data) (Unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue	$	2,289		$	2,166		$	6,895		$	6,569

Costs of providing services
Salaries and benefits		1,396			1,359			4,135			4,019
Other operating expenses		419			396			1,315			1,282
Impairment		1,042			—			1,042			—
Depreciation		60			60			176			184
Amortization		56			62			176			203
Restructuring costs		8			17			29			30
Transaction and transformation		74			113			296			265
Total costs of providing services		3,055			2,007			7,169			5,983

(Loss)/income from operations		(766	)		159			(274	)		586

Interest expense		(65	)		(61	)		(197	)		(172	)
Other (loss)/income, net		(1,163	)		66			(1,113	)		126

(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES		(1,994	)		164			(1,584	)		540

Benefit from/(provision for) income taxes		322			(25	)		248			(99	)

NET (LOSS)/INCOME		(1,672	)		139			(1,336	)		441

Income attributable to non-controlling interests		(3	)		(3	)		(8	)		(8	)

NET (LOSS)/INCOME ATTRIBUTABLE TO WTW	$	(1,675	)	$	136		$	(1,344	)	$	433

(LOSS)/EARNINGS PER SHARE
Basic (loss)/earnings per share	$	(16.44	)	$	1.30		$	(13.11	)	$	4.08
Diluted (loss)/earnings per share	$	(16.44	)	$	1.29		$	(13.11	)	$	4.06

Weighted-average ordinary shares, basic		102			105			103			106
Weighted-average ordinary shares, diluted		102			105			103			107

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY Condensed Consolidated Balance Sheets (In millions of U.S. dollars, except share data) (Unaudited)
	September 30,			December 31,
	2024			2023
ASSETS
Cash and cash equivalents	$	1,372		$	1,424
Fiduciary assets		9,176			9,073
Accounts receivable, net		2,118			2,572
Prepaid and other current assets		558			364
Current assets held for sale		1,089			—
Total current assets		14,313			13,433
Fixed assets, net		710			720
Goodwill		8,882			10,195
Other intangible assets, net		1,360			2,016
Right-of-use assets		539			565
Pension benefits assets		632			588
Other non-current assets		732			1,573
Total non-current assets		12,855			15,657
TOTAL ASSETS	$	27,168		$	29,090
LIABILITIES AND EQUITY
Fiduciary liabilities	$	9,176		$	9,073
Deferred revenue and accrued expenses		2,027			2,104
Current debt		—			650
Current lease liabilities		122			125
Other current liabilities		735			678
Current liabilities held for sale		475			—
Total current liabilities		12,535			12,630
Long-term debt		5,308			4,567
Liability for pension benefits		487			563
Deferred tax liabilities		94			542
Provision for liabilities		416			365
Long-term lease liabilities		556			592
Other non-current liabilities		202			238
Total non-current liabilities		7,063			6,867
TOTAL LIABILITIES		19,598			19,497
COMMITMENTS AND CONTINGENCIES
EQUITY⁽ⁱ⁾
Additional paid-in capital		10,957			10,910
(Accumulated deficit)/retained earnings		(650	)		1,466
Accumulated other comprehensive loss, net of tax		(2,810	)		(2,856	)
Treasury shares, at cost, 15,574 shares in 2024		(5	)		—
Total WTW shareholders’ equity		7,492			9,520
Non-controlling interests		78			73
Total Equity		7,570			9,593
TOTAL LIABILITIES AND EQUITY	$	27,168		$	29,090

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

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY Condensed Consolidated Statements of Cash Flows (In millions of U.S. dollars) (Unaudited)
	Nine Months Ended September 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
NET (LOSS)/INCOME	$	(1,336	)	$	441
Adjustments to reconcile net income to total net cash from operating activities:
Depreciation		176			184
Amortization		176			203
Impairment		1,042			—
Non-cash restructuring charges		17			19
Non-cash lease expense		76			83
Net periodic benefit of defined benefit pension plans		(15	)		(20	)
Provision for doubtful receivables from clients		13			8
Benefit from deferred income taxes		(379	)		(58	)
Share-based compensation		85			87
Net loss/(gain) on disposal of operations		1,190			(44	)
Non-cash foreign exchange (gain)/loss		(25	)		1
Other, net		32			21
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:
Accounts receivable		271			261
Other assets		(299	)		(175	)
Other liabilities		(159	)		(191	)
Provisions		48			3
Net cash from operating activities		913			823

CASH FLOWS USED IN INVESTING ACTIVITIES
Additions to fixed assets and software for internal use		(106	)		(116	)
Capitalized software costs		(83	)		(66	)
Acquisitions of operations, net of cash acquired		(28	)		(6	)
Proceeds from sale of operations		—			86
Cash and fiduciary funds transferred in sale of operations		—			(922	)
Purchase of investments		(13	)		(6	)
Net cash used in investing activities		(230	)		(1,030	)

CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES
Senior notes issued		746			748
Debt issuance costs		(9	)		(7	)
Repayments of debt		(653	)		(253	)
Repurchase of shares		(506	)		(804	)
Net proceeds/(payments) from fiduciary funds held for clients		934			(71	)
Payments of deferred and contingent consideration related to acquisitions		(2	)		(8	)
Cash paid for employee taxes on withholding shares		(30	)		(21	)
Dividends paid		(265	)		(265	)
Acquisitions of and dividends paid to non-controlling interests		(10	)		(47	)
Net cash from/(used in) financing activities		205			(728	)

INCREASE/(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		888			(935	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		32			(54	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD ⁽ⁱ⁾		3,792			4,721
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD ⁽ⁱ⁾	$	4,712		$	3,732

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

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

	Nine Months Ended September 30,
	2024			2023

Supplemental disclosures of cash flow information:
Cash and cash equivalents	$	1,372		$	1,247
Fiduciary funds (included in fiduciary assets)		3,340			2,485
Total cash, cash equivalents and restricted cash	$	4,712		$	3,732

(Decrease)/increase in cash, cash equivalents and other restricted cash	$	(54	)	$	5
Increase/(decrease) in fiduciary funds		942			(940	)
Total ⁽ⁱ⁾	$	888		$	(935	)

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

The MIL Network –

January 25, 2025

MIL-OSI Europe: AMERICA/USA – Electoral campaign between Harris and Trump is challenged on foreign policy and ‘World War in pieces’

Source: Agenzia Fides – MIL OSI

Washington (Agenzia Fides) – The war in the Middle East has entered the race for the White House especially in those States like Michigan where there is a large percentage of the population of Arab origin (Palestinian, Lebanese and Iraqi in particular).Foreign policy is not traditionally among the key factors that guide the US electorate’s choices inside the ballot box. Nonetheless, the outcome of the US presidential election (voting takes place on Tuesday 5 November) is bound to have a significant impact on the tensions that cross the global geopolitical scenarios and the wars that bloody the world.The Democratic candidate is in a difficult position because she is part of the current administration that granted at least $18 billion in military aid to Israel after the attack unleashed by Hamas on 7 October 2023, fuelling criticism from those who see America as complicit in the massacres committed against civilians in Gaza. Kamala Harris has not been spared criticism from the more left-wing part of her party and the Arab electorate, despite being as Vice-President one of the first people in the Biden administration to call for an ‘immediate ceasefire’, and to express concern about the ‘humanitarian catastrophe for the Palestinians’ urging Israel to end the conflict. However, she did not support an arms embargo against Israel, which some on the US left would like. At the party convention, she said she would ‘always stand up for Israel’s right to defend itself’.In her support, the 2016 nominee of the most left-wing part of the Democratic Party, Bernie Sanders recently promised his supporters: ‘I promise you, after Kamala wins, we will together do everything that we can to change US policy toward Netanyahu’.But the Democratic candidate aroused the ire of the Arab-origin electorate when she received the endorsement of Liz Cheney, daughter of Goerge W. Bush’s former vice-president Dick Cheney, who is considered a hawk who promoted the invasion of Iraq in 2003 and is not well regarded by Americans of Iraqi origin.Donald Trump did not miss the opportunity to ridicule in the eyes of the electorate of Arab origin the proximity offered by the former Republican congresswoman to the Democratic candidate, saying: ‘Liz Cheney, who, like her father, the man that pushed Bush to ridiculously go to War in the Middle East, also wants to go to War with every Muslim Country known to mankind’. Trump for his part has to make amends for inflammatory statements towards Arabs and Muslims, especially with regard to immigration to the US, but he is now trying to get closer to the Arab electorate (and more generally those who are critical of the war in Gaza) by promising to be the one who will bring peace back to the Middle East and Ukraine. ‘If Kamala gets four more years, the Middle East will spend the next four decades going up in flames, and your kids will be going off to War, maybe even a Third World War, something that will never happen with President Donald J. Trump in charge,’ he said. But beyond rhetorical proclamations what is Trump’s position on the Middle East? Trump has repeatedly stated that the war between Israel and Hamas would never have broken out had he been in power, although he has offered few details on how he would have handled the situation differently from Biden. During his time in office, he promoted the so-called Abraham Accords that led to the opening of diplomatic relations between Israel and a number of Arab states (the UAE, Bahrain, Morocco and Sudan) and with the prospect of reaching a regional understanding extended to Saudi Arabia, the other pillar of American policy in the Middle East. The aim was to create a regional security system centred on Israel and Saudi Arabia of which the US would act as external guarantor, allowing it to withdraw some of its troops deployed in the area.The logic behind the Abraham Accords was explained by Trump’s vice presidential candidate, JD Vance. ‘America doesn’t have to constantly police every region of the world,’ he said in a television interview. ‘We should empower people to police their own regions of the world.’ Vance while recognizing Israel’s right to defend itself stated that a war with Iran is not in the US interest.The Abraham Accords, however, do not offer a real solution to the Palestinian issue even though Trump in early 2020 had proposed an American-funded Israeli-Palestinian peace plan aimed at making Gaza an international tourism hub. The Trump administration had also recognized Jerusalem as the capital of Israel where it had transferred the embassy from Tel Aviv and closed the US consulate in East Jerusalem that mainly served Palestinians. (L.M.) (Agenzia Fides, 31/10/2024)
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MIL OSI Europe News –

January 25, 2025

MIL-OSI United Kingdom: Witnesses testify to the abuse Ukrainian civilians suffer in Russian detention: UK statement to the OSCE

Source: United Kingdom – Government Statements

Ambassador Holland shares harrowing details from witness testimony event in London and urges Russia to release all Ukrainian citizens it has arbitrarily detained.

Location:: Vienna
Delivered on:: 31 October 2024 (Transcript of the speech, exactly as it was delivered)

Thank you, Madam Chair. Since Russia’s illegal annexation of Crimea in 2014, its actions in Ukraine have featured widespread reports of arbitrary detention, enforced disappearances, extrajudicial executions of Prisoners of War and civilian detainees, and other serious violations of human rights.

Activists, journalists, community leaders, and those perceived as supportive of Ukrainian sovereignty have faced persecution and illegal detention by Russian forces in the temporarily occupied territories of Ukraine. Many are sent to far-flung regions within the Russian Federation. They are held in prisons, pre-detention centres, and unofficial places of detention. Their families are often denied information about their whereabouts or access to them, causing great distress and an inability to organise effective legal counsel.

Since Russia’s full-scale invasion in 2022, these practices have increased in both frequency and severity, with thousands of Ukrainian civilians held incommunicado and denied their fundamental rights. Independent reports, including the latest Moscow Mechanism, detail inhumane conditions, from physical abuse to psychological coercion.

Madam Chair, these actions constitute violations of international law but behind them lie personal stories of human suffering. This week two Ukrainian civilians, Hryhorii Holovko and Oleksandra Stoliar, shared theirs at an event held in the UK Foreign Commonwealth and Development Office, supported by the Ukrainian NGO, Media Initiative for Human Rights.

Hryhorii Holovko was detained by Russian forces in Kherson in October 2022. Russian forces tortured and intimidated him, including beatings and electric shocks and by carving Russian symbols into his body. Russian guards made threats against his wife and child and forced him to sing the Russian national anthem. Hryhorii was released in May 2023, having been forced to sign papers to align with the Russian state. His story is familiar to many others who have survived Russian occupation.

Oleksandra Stoliar is mother to 26-year-old Iryna Navalnaya who is still being unlawfully detained. Russian forces took Iryna from her home in Mariupol in September 2022. Two months passed before Iryna’s family discovered she was being held in a prison in Donetsk. Women who have been released from this prison have shared accounts of the beatings and other barbaric treatment Iryna has experienced during interrogations, leaving her covered in bruises. They report that detainees are regularly denied access to medical assistance. Iryna’s mother worries continually that she might die in captivity.

These testimonies are just two out of thousands. We recall that three Special Monitoring Mission (SMM) members, our colleagues, are also subjected to this systematic arbitrary detention.

The UK stands in solidarity with them and Ukraine – and reaffirms the urgent need for accountability. We call on Russia to fully cooperate with international mechanisms investigating these abuses, grant immediate access to humanitarian organisations to all facilities where Ukrainian civilians are being held, and uphold its obligations to protect civilians and respect human rights. Russia must release all arbitrarily detained Ukrainian citizens, including Iryna Navalnaya and the SMM members. We call on Russia to end its illegal war and respect the sovereignty and territorial integrity of Ukraine. Thank you.

Published 31 October 2024

Invasion of Ukraine

MIL OSI United Kingdom –

January 25, 2025

MIL-OSI Europe: Bundesrat Cassis unterstreicht in Montréal die Bedeutung der humanitären Aspekte auf dem Weg zu einem Frieden in der Ukraine (de)

Source: Switzerland – Department of Foreign Affairs in English

Am 30. Oktober 2024 nahm Bundesrat Ignazio Cassis in Kanada an der Konferenz über humanitäre Aspekte für einen gerechten und dauerhaften Frieden in der Ukraine teil. Das Treffen in Montréal schliesst die Reihe der im Juni 2024 anlässlich der Konferenz auf dem Bürgenstock angekündigten Folgekonferenzen ab. Im Rahmen der Konferenz in Montréal führte der Vorsteher des EDA politische Gespräche mit der kanadischen Aussenministerin Mélanie Joly, dem ukrainischen Aussenminister Andrij Sybiha und dem norwegischen Aussenminister Espen Barth Eide.

MIL OSI Europe News –

January 25, 2025

Category: Ukraine

A full diary of engagements

What’s gone wrong

Follow the money

Updates to this page

The difficult work of counting the dead

The Sudanese conflict in context

The limitations of estimations

Source: Save the Children

Updates to this page

Invasion of Ukraine