FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

The Securities Exchange Act of 1934
For October 2009

Commission File Number: 1-32575

Royal Dutch Shell plc

(Exact name of registrant as specified in its charter)

England and Wales
(Jurisdiction of incorporation or organization)

30, Carel van Bylandtlaan, 2596 HR The Hague

The Netherlands
Tel No: (011 31 70) 377 9111
(Address of principal executive officers)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):                     

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):                     

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-                     

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Royal Dutch Shell plc
(Registrant)

By:		Michiel Brandjes /s/
		Name: Michiel Brandjes
		Title: Company Secretary

Date: October 29, 2009

Exhibit 99.1

SUMMARY OF UNAUDITED RESULTS

Quarters																$ million		Nine Months
Q3 2009				Q2 2009				Q3 2008				%1						2009				2008				%
	1,543				2,091				8,647							Upstream			5,818				21,843
	1,292				(275	)			2,419							Downstream			2,020				4,748
	155				524				(163	)						Corporate and Minority interest			789				(10	)
	2,990				2,340				10,903				-73			CCS earnings			8,627				26,581				-68
	257				1,482				(2,455	)						Estimated CCS adjustment for Downstream (see Note 2)			1,930				2,506
	3,247				3,822				8,448				-62			Income attributable to shareholders			10,557				29,087				-64
	0.49				0.38				1.77				-72			Basic CCS earnings per share ($)			1.41				4.31				-67
	0.04				0.24				(0.40	)						Estimated CCS adjustment per share ($)			0.31				0.40
	0.53				0.62				1.37				-61			Basic earnings per share ($)			1.72				4.71				-63
	7,350				919				12,601				-42			Cash flow from operating activities			15,828				33,631				-53
	1.20				0.15				2.05				-41			Cash flow from operating activities per share ($)			2.58				5.45				-53
	0.42				0.42				0.40				+5			Dividend per share ($)			1.26				1.20				+5

Royal Dutch Shell plc 2

THIRD QUARTER PORTFOLIO DEVELOPMENTS

In Australia, Shell and its partners took Final Investment Decision (FID) for the Gorgon LNG project (Shell share 25%). Gorgon will supply global gas markets to at least 2050, with capacity of 15 million tonnes (100% basis) of Liquefied Natural Gas (LNG) per year and a major carbon capture and storage (CCS) scheme.

Shell has announced a Front-End Engineering and Design (FEED) study for a Floating Liquefied Natural Gas (FLNG) project, with the potential to deploy these facilities at the Prelude offshore gas discovery in Australia (Shell share 100%).

In the USA, Gulf of Mexico, Shell participated in an oil discovery at the Vito well (Shell share 55%), in sub-salt Miocene reservoirs. In offshore western Australia, Shell participated in the Achilles gas discovery (Shell share 25%). In the North America Haynesville and Groundbirch tight gas areas there is ongoing encouragement from exploration and appraisal well test results.

In Canada, the Government of Alberta and Government of Canada jointly announced their intent to contribute $0.8 billion of funding towards the Quest CCS project. Quest, which is at the feasibility study stage, could capture CO₂ from the Athabasca Oil Sands Project at the Scotford Upgrader, for underground storage.

In Russia, the Sakhalin II project (Shell share 27.5%) achieved peak production of some 400 thousand barrels of oil equivalent per day (boe/d), and successfully ramped up production at the two LNG trains, ahead of schedule.

Shell continues with its strategy to refocus its Downstream footprint, and to make selective new investments in its larger, integrated refining sites and growth markets. Some 15% of Shell’s worldwide refining capacity, or some 600 thousand barrels per day, is earmarked for possible disposal or conversion to oil terminals.

In the Netherlands, Shell started construction this October of a new hydrodesulphurisation plant at the Pernis refinery to manufacture cleaner-burning oil products.

In Greece, Shell, as part of its strategy to concentrate its global Downstream portfolio, agreed to sell its activities for some $0.4 billion. The retail network will continue to operate under the Shell brand. This transaction is subject to regulatory approvals.

Royal Dutch Shell plc 3

KEY FEATURES OF THE THIRD QUARTER 2009

•		Third quarter 2009 CCS earnings were $2,990 million, 73% lower than in the same quarter a year ago.
•		Third quarter 2009 reported earnings were $3,247 million compared to earnings of $8,448 million in the same quarter a year ago.
•		Basic CCS earnings per share decreased by 72% versus the same quarter a year ago.
•		Cash flow from operating activities for the third quarter 2009 was $7.3 billion, compared to $12.6 billion in the same quarter last year. Excluding net working capital movements of $0.4 billion, cash flow from operating activities was $7.7 billion in the third quarter 2009, compared to $10.4 billion for the third quarter 2008 on the same basis.
•		Total dividends paid to shareholders during the third quarter 2009 were $2.7 billion.
•		Capital investment for the third quarter 2009 was $7.8 billion. Net capital investment (capital investment, less divestment proceeds) for the third quarter 2009 was $7.4 billion.
•		Return on average capital employed (ROACE), on a reported income basis (see Note 3), was 4.9%.
•		Gearing was 13.7% at the end of the third quarter 2009 versus 6.0% at the end of the third quarter 2008.

Upstream

•		Oil and gas production for the third quarter 2009 was 2,926 thousand boe/d, in line with the same quarter last year. Underlying production increased, compared to the third quarter 2008, with new field start-ups and the continuing ramp-up of fields more than offsetting the impact of field declines.
•		LNG sales volumes of 3.49 million tonnes were 13% higher than in the same quarter a year ago.

Downstream

•		The weak global economy continued to impact downstream volumes. Oil Products marketing sales volumes were 4% lower than in the third quarter 2008. Chemical product sales volumes in the third quarter 2009 decreased by 5% compared to the third quarter 2008.
•		Oil Products refinery availability was 94% compared to 88% in the third quarter 2008. Chemicals manufacturing plant availability was 95%, 9% higher than in the third quarter 2008. Third quarter 2008 availability, in both Oil Products and Chemicals, was adversely impacted by hurricanes in the USA.

•

Supplementary financial and operational disclosure for the third quarter 2009 is available at www.shell.com/investor.

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SUMMARY OF IDENTIFIED ITEMS

Earnings in the third quarter 2009 reflected the following items, which in aggregate amounted to a net gain of $371 million (compared to a net gain of $2,813 million in the third quarter 2008), as summarised in the table below:

•		Upstream earnings included a net charge of $123 million, reflecting charges related to asset impairments and restructuring provisions. These were partly offset by gains related to tax credits, mark-to-market valuation of certain gas contracts and the estimated fair value accounting of commodity derivatives (see Note 7). Earnings for the third quarter 2008 included a net gain of $2,368 million.
•		Downstream earnings included a net gain of $536 million, reflecting gains related to the estimated fair value accounting of commodity derivatives (see Note 7) and tax credits, which were partly offset by charges related to asset impairments and restructuring provisions. Earnings for the third quarter 2008 included a gain of $445 million.
•		Corporate and Minority interest earnings included a charge of $42 million, related to restructuring provisions and tax charges.

SUMMARY OF IDENTIFIED ITEMS¹

Quarters												$ million		Nine Months
Q3 2009				Q2 2009				Q3 2008						2009				2008
												Segment earnings impact of identified items:
	(123	)			(115	)			2,368			Upstream			92				2,089
	536				(678	)			445			Downstream			(347	)			(30	)
	(42	)			(17	)			—			Corporate and Minority interest			103				—
	371				(810	)			2,813			CCS earnings impact			(152	)			2,059

These identified items generally relate to events with an impact of more than $50 million on Royal Dutch Shell’s earnings and are shown to provide additional insight into its segment earnings, CCS earnings and income attributable to shareholders. Further additional comments on the business segments are provided in the section ‘Earnings by Business Segment’ on page 5 and onwards.

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EARNINGS BY BUSINESS SEGMENT

UPSTREAM

Quarters																$ million		Nine Months
Q3 2009				Q2 2009				Q3 2008				%1						2009				2008				%
	1,543				2,091				8,647				-82			Upstream earnings			5,818				21,843				-73
	4,168				4,006				12,496				-67			Upstream cash flow from operations			13,952				34,482				-60
	5,879				5,497				11,614				-49			Capital investment			17,269				25,215				-32
	1,648				1,647				1,689				-2			Crude oil production (thousand b/d)2			1,670				1,770				-6
	7,411				7,614				7,207				+3			Natural gas production available for sale (million scf/d)			8,250				8,246				—
	2,926				2,960				2,931				—			Barrels of oil equivalent (thousand boe/d)			3,092				3,192				-3
	3.49				2.89				3.10				+13			LNG sales volumes (million tonnes)			9.44				9.69				-3

Third quarter Upstream earnings were $1,543 million compared to $8,647 million a year ago. Earnings included a net charge of $123 million related to identified items, compared to a net gain of $2,368 million in the third quarter 2008 (see page 4).

Upstream earnings compared to the third quarter 2008 reflected the impact of significantly lower oil and gas prices. These impacts were partially offset by increased gas sales volumes, including the effect of the successful start-up of the Sakhalin II project, and lower royalty and tax expenses compared to the third quarter 2008.

Third quarter 2009 oil prices increased from second quarter 2009 levels. However mainly due to contractual time lag effects the third quarter 2009 global natural gas realisations remained similar to second quarter 2009 levels. A generally weak environment for natural gas marketing and trading activities also affected the third quarter 2009 earnings.

Global liquids realisations were 43% lower than in the third quarter 2008. Global gas realisations were 42% lower than a year ago. In the Americas, gas realisations decreased by 64% whereas outside the Americas, gas realisations decreased by 29%. LNG realised prices compared to the third quarter 2008 decreased following trends in LNG price markers.

Third quarter 2009 production was 2,926 thousand boe/d compared to 2,931 thousand boe/d a year ago. Crude oil production was down 2% and natural gas production increased by 3% compared to the third quarter 2008.

Underlying production, compared to the third quarter 2008, increased by some 180 thousand boe/d from new field start-ups and the continuing ramp-up of fields over the last 12 months, more than offsetting field declines.

LNG sales volumes of 3.49 million tonnes were 13% higher than in the same quarter a year ago. Volumes reflected the ramp-up in sales volumes from the Sakhalin II LNG project and Train 5 at the North West Shelf project, which were partly offset by lower volumes from Nigeria LNG and reduced Asia Pacific LNG demand.

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DOWNSTREAM

Quarters																$ million		Nine Months
Q3 2009				Q2 2009				Q3 2008				%1						2009				2008				%
	1,292				(275	)			2,419				-47			Downstream CCS earnings			2,020				4,748				-57
	251				1,539				(2,543	)						Estimated CCS adjustment (see Note 2)			1,986				2,540
	1,543				1,264				(123	)			—			Downstream earnings			4,006				7,288				-45
	3,157				(1,754	)			2,234				+41			Downstream cash flow from operations			1,813				1,206				+50
	1,819				2,492				1,598				+14			Capital investment			5,432				3,931				+38
	2,997				3,136				3,273				-8			Refinery plant intake (thousand boe/d)			3,095				3,476				-11
	6,121				6,174				6,403				-4			Oil Products sales volumes (thousand b/d)			6,109				6,625				-8
	4,723				4,459				4,989				-5			Chemicals sales volumes (thousand tonnes)			13,476				15,844				-15

Third quarter Downstream CCS earnings were $1,292 million compared to $2,419 million in the third quarter 2008. Earnings included net gains of $536 million related to identified items, compared to a gain of $445 million in the third quarter 2008 (see page 4).

Downstream CCS earnings compared to the third quarter 2008 reflected substantially lower realised refining margins and lower refinery plant intake volumes, and lower marketing and chemicals margins which were partly offset by lower costs.

Oil Products marketing CCS earnings compared to the same period a year ago increased due to higher lubricants contributions and higher retail earnings, which were partly offset by lower B2B and trading contributions.

Oil Products sales volumes decreased by 4% compared to the same quarter last year, mainly because of lower B2B volumes, partly offset by increased retail sales volumes, mostly in the Americas and in the Asia Pacific region.

Industry refining margins significantly declined on a worldwide basis compared to the same period a year ago resulting in reduced realised margins. Reduced demand for refined products led to lower refinery plant intake volumes. Refinery plant intake volumes decreased by 8% compared to the same quarter last year.

Refinery availability was 94% compared to 88% in the third quarter 2008, which was impacted by hurricanes in the USA.

Chemicals CCS earnings compared to the third quarter 2008 reflected improved income from equity accounted investments and lower realised chemicals margins.

Chemicals sales volumes decreased by 5% compared to the same quarter last year. Chemicals manufacturing plant availability increased to 95%, some 9% higher than in the third quarter 2008, which was impacted by hurricanes in the USA.

Royal Dutch Shell plc 7

CORPORATE AND MINORITY INTEREST

Quarters												$ million		Nine Months
Q3 2009				Q2 2009				Q3 2008						2009				2008
	202				548				(43	)		Corporate			883				304
	(47	)			(24	)			(120	)		Minority interest			(94	)			(314	)
	155				524				(163	)		Corporate and Minority interest			789				(10	)

Third quarter Corporate earnings and Minority interest were $155 million compared to a loss of $163 million for the same period last year. Earnings for the third quarter 2009 included a charge of $42 million related to identified items (see page 4).

Corporate earnings compared to the third quarter 2008 reflected mainly currency exchange gains, which were partly offset by lower net interest income. Currency exchange gains in the third quarter 2009 were $160 million compared to losses of $264 million in the third quarter 2008.

FORTHCOMING EVENTS

Fourth quarter and full year 2009 results, and fourth quarter 2009 dividend, are expected to be announced on February 4, 2010. First quarter 2010 results and first quarter 2010 dividend, are expected to be announced on April 28, 2010. Second quarter 2010 results and second quarter 2010 dividend, are expected to be announced on July 29, 2010. Third quarter 2010 results and third quarter 2010 dividend, are expected to be announced on October 28, 2010. A Shell strategy update is planned on March 16, 2010.

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APPENDIX: ROYAL DUTCH SHELL FINANCIAL REPORT AND TABLES

STATEMENT OF INCOME³

Quarters																$ million		Nine Months
Q3 2009				Q2 2009				Q3 2008				%1						2009				2008				%
	75,009				63,882				131,567							Revenue			197,113				377,288
	746				1,535				2,000							Share of profit of equity-accounted investments			3,209				7,096
	271				826				1,911							Interest and other income5			1,388				3,854
	76,026				66,243				135,478							Total revenue and other income			201,710				388,238
	55,781				46,127				104,658							Purchases6			142,196				292,644
	5,885				6,092				6,619							Production and manufacturing expenses			17,919				18,819
	4,306				3,943				4,123							Selling, distribution and administrative expenses			11,898				12,471
	318				269				289							Research and development			794				846
	637				524				731							Exploration			1,509				1,360
	4,341				3,279				3,387							Depreciation, depletion and amortisation4			10,710				9,972
	189				166				204							Interest expense			538				836
	4,569				5,843				15,467				-70			Income before taxation			16,146				51,290				-69
	1,281				1,940				6,987							Taxation			5,439				21,855
	3,288				3,903				8,480				-61			Income for the period			10,707				29,435				-64
	41				81				32							Income attributable to minority interest			150				348
	3,247				3,822				8,448				-62			Income attributable to Royal Dutch Shell plc shareholders			10,557				29,087				-64
	(257	)			(1,482	)			2,455							Estimated CCS adjustment for Downstream			(1,930	)			(2,506	)
	2,990				2,340				10,903				-73			CCS earnings			8,627				26,581				-68

BASIC EARNINGS PER SHARE³

Quarters														Nine Months
Q3 2009				Q2 2009				Q3 2008						2009				2008
	0.53				0.62				1.37			Earnings per share ($)			1.72				4.71
	0.49				0.38				1.77			CCS earnings per share ($)			1.41				4.31

DILUTED EARNINGS PER SHARE³

Quarters														Nine Months
Q3 2009				Q2 2009				Q3 2008						2009				2008
	0.53				0.62				1.37			Earnings per share ($)			1.72				4.70
	0.49				0.38				1.77			CCS earnings per share ($)			1.41				4.30

SHARES^2,3

Millions														Nine Months
Q3 2009				Q2 2009				Q3 2008						2009				2008
												Weighted average number of shares as the basis for:
	6,127.0				6,126.7				6,147.3			Basic earnings per share			6,125.1				6,171.0
	6,131.0				6,129.4				6,159.8			Diluted earnings per share			6,128.2				6,186.2
	6,125.2				6,127.4				6,133.4			Basic shares outstanding at the end of the period			6,125.2				6,133.4

Royal Dutch Shell plc 9

SUMMARISED BALANCE SHEET (SEE NOTES 1 AND 5)

		$ million
		Sept 30, 2009				Jun 30, 2009				Sept 30, 2008
Assets
Non-current assets:
Intangible assets			5,288				5,197				5,541
Property, plant and equipment			127,207				121,708				114,193
Investments:
- equity-accounted investments			30,265				29,986				31,630
- financial assets			4,187				4,130				2,952
Deferred tax			4,309				4,144				3,978
Pre-paid pension costs			9,691				9,640				6,205
Other			9,646				8,886				6,219
			190,593				183,691				170,718
Current assets:
Inventories			25,420				24,921				33,442
Accounts receivable			66,966				72,529				90,100
Cash and cash equivalents			14,275				10,596				7,821
			106,661				108,046				131,363
Total assets			297,254				291,737				302,081
Liabilities
Non-current liabilities:
Debt			31,522				25,469				10,742
Deferred tax			13,917				13,726				14,688
Retirement benefit obligations			5,918				5,787				5,961
Other provisions			13,523				13,259				13,499
Other			4,719				4,619				4,088
			69,599				62,860				48,978
Current liabilities:
Debt			4,774				4,621				5,984
Accounts payable and accrued liabilities			69,489				76,298				88,387
Taxes payable			11,879				10,205				15,632
Retirement benefit obligations			435				410				369
Other provisions			2,566				2,221				2,356
			89,143				93,755				112,728
Total liabilities			158,742				156,615				161,706
Equity attributable to Royal Dutch Shell plc shareholders			136,863				133,509				138,469
Minority interest			1,649				1,613				1,906
Total equity			138,512				135,122				140,375
Total liabilities and equity			297,254				291,737				302,081

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SUMMARISED STATEMENT OF CASH FLOWS (SEE NOTE 1)

Quarters														Nine Months
Q3 2009				Q2 2009				Q3 2008				$ million		2009				2008
												Cash flow from operating activities:
	3,288				3,903				8,480			Income for the period			10,707				29,435
												Adjustment for:
	1,677				2,367				6,935			- Current taxation			5,888				22,041
	157				370				178			- Interest (income)/expense			857				625
	4,341				3,279				3,387			- Depreciation, depletion and amortisation1			10,710				9,972
	(81	)			(138	)			(1,799	)		- (Gains)/losses on sale of assets			(366	)			(2,837	)
	(384	)			(2,835	)			2,215			- Decrease/(increase) in net working capital			(3,584	)			(6,752	)
	(746	)			(1,535	)			(2,000	)		- Share of profit of equity-accounted investments			(3,209	)			(7,096	)
	993				1,242				2,604			- Dividends received from equity-accounted investments			3,212				6,803
	(401	)			(951	)			(95	)		- Deferred taxation and other provisions			(987	)			75
	332				(1,931	)			(618	)		- Other			(1,458	)			(514	)
	9,176				3,771				19,287			Cash flow from operating activities (pre-tax)			21,770				51,752
	(1,826	)			(2,852	)			(6,686	)		Taxation paid			(5,942	)			(18,121	)
	7,350				919				12,601			Cash flow from operating activities			15,828				33,631
												Cash flow from investing activities:
	(6,219	)			(6,806	)			(12,392	)		Capital expenditure			(19,010	)			(27,173	)
	(448	)			(1,418	)			(555	)		Investments in equity-accounted investments			(2,302	)			(1,692	)
	327				274				1,087			Proceeds from sale of assets			805				3,558
	267				203				1,160			Proceeds from sale of equity-accounted investments			487				1,493
	(16	)			(58	)			(25	)		Proceeds from sale of /(additions to) financial assets			(68	)			260
	118				69				267			Interest received			288				821
	(5,971	)			(7,736	)			(10,458	)		Cash flow from investing activities			(19,800	)			(22,733	)
												Cash flow from financing activities:
	(57	)			(2,046	)			215			Net increase/(decrease) in debt with maturity period within three months			(5,691	)			191
	5,353				7,044				238			Other debt: New borrowings			19,281				554
	(241	)			(430	)			(166	)		Repayments			(2,057	)			(2,309	)
	(86	)			(262	)			(295	)		Interest paid			(610	)			(962	)
	23				7				(18	)		Change in minority interest			42				9
	—				—				(848	)		Repurchase of shares			—				(3,271	)
												Dividends paid to:
	(2,656	)			(2,852	)			(2,290	)		- Royal Dutch Shell plc shareholders			(7,913	)			(7,108	)
	(65	)			(69	)			(105	)		- Minority interest			(164	)			(271	)
												Treasury shares:
	(17	)			(49	)			36			- Net sales/(purchases) and dividends received			70				478
	2,254				1,343				(3,233	)		Cash flow from financing activities			2,958				(12,689	)
	46				109				(79	)		Currency translation differences relating to cash and cash equivalents			101				(44	)
	3,679				(5,365	)			(1,169	)		Increase/(decrease) in cash and cash equivalents			(913	)			(1,835	)
	10,596				15,961				8,990			Cash and cash equivalents at beginning of period			15,188				9,656
	14,275				10,596				7,821			Cash and cash equivalents at end of period			14,275				7,821

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EQUITY (SEE NOTE 5)

		Ordinary
		share				Treasury				Other				Retained								Minority				Total
$ million		capital				shares				reserves				earnings				Total				interest				equity
At December 31, 2008			527				(1,867	)			3,178				125,447				127,285				1,581				128,866
Income for the period			—				—				—				10,557				10,557				150				10,707
Other comprehensive income			—				—				6,562				—				6,562				49				6,611
Capital contributions/ (repayments) from/to minority shareholders and other changes in minority interest			—				—				—				3				3				33				36
Dividends paid			—				—				—				(7,913	)			(7,913	)			(164	)			(8,077	)
Treasury shares: net sales/(purchases) and dividends received			—				201				—				—				201				—				201
Repurchases of shares			—				—				—				—				—				—				-
Share-based compensation			—				—				(22	)			190				168				—				168
At September 30, 2009			527				(1,666	)			9,718				128,284				136,863				1,649				138,512

		Ordinary
		share				Treasury				Other				Retained								Minority				Total
$ million		capital				shares				reserves				earnings				Total				interest				equity
At December 31, 2007			536				(2,392	)			14,148				111,668				123,960				2,008				125,968
Income for the period			—				—				—				29,087				29,087				348				29,435
Other comprehensive income			—				—				(4,906	)			—				(4,906	)			(204	)			(5,110	)
Capital contributions/ (repayments) from/to minority shareholders and other changes in minority interest			—				—				—				59				59				25				84
Dividends paid			—				—				—				(7,108	)			(7,108	)			(271	)			(7,379	)
Treasury shares: net sales/(purchases) and dividends received			—				478				—				—				478				—				478
Repurchases of shares			(7	)			—				7				(3,085	)			(3,085	)			—				(3,085	)
Share-based compensation			—				—				(58	)			42				(16	)			—				(16	)
At September 30, 2008			529				(1,914	)			9,191				130,663				138,469				1,906				140,375

Royal Dutch Shell plc 13

EXPLANATORY NOTES

1. Accounting policies and basis of presentation

The quarterly financial report and tables are prepared in accordance with the accounting policies set out in Note 2 to the Consolidated Financial Statements of Royal Dutch Shell plc in the Annual Report and Form 20-F for the year ended December 31, 2008 on pages 118 to 122. The accounting policies are in accordance with IFRS as adopted by the European Union.

This publication is unaudited and does not comprise statutory accounts. Statutory accounts for the year ended December 31, 2008 were approved by the Board of Directors on March 11, 2009 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report, and did not contain any statement under sections 237(2) or (3) of the Companies Act 1985.

The presentation of the Statement of Income has been changed to provide additional information for the evaluation of Shell’s performance. This change provides additional information in relation to our costs and more alignment with industry practice. The main changes are the disclosure of purchases, production and manufacturing expenses and research and development separately (previously disclosed within cost of sales). Depreciation, depletion and amortisation charges previously included in cost of sales, selling, distribution and administrative expenses and exploration are now disclosed separately. Gains and losses on sale of assets are now included in interest and other income.

Purchases are all costs related to the acquisition of supplies, including those used for conversion into finished or intermediary products. Production and manufacturing expenses are the costs of operating, maintaining and managing production and manufacturing assets. Selling, distribution and administrative expenses include direct and indirect costs of marketing and selling products.

2. Earnings on an estimated current cost of supplies (CCS) basis

To facilitate a better understanding of underlying business performance, the financial results are also analysed on an estimated current cost of supplies (CCS) basis as applied for the Downstream segment earnings. Earnings on an estimated current cost of supplies basis provides useful information concerning the effect of changes in the cost of supplies on Shell’s results of operations and is a measure to manage the performance of the Downstream segment but is not a measure of financial performance under IFRS.

On this basis, the purchase price of the volumes sold during the period is based on the cost of supplies during the same period after making allowance for the estimated tax effect, instead of the first-in, first-out (FIFO) method of inventory accounting. Earnings calculated on this basis do not represent an application of the last-in, first-out (LIFO) inventory basis and do not reflect any inventory drawdown effects.

3. Return on average capital employed (ROACE)

ROACE is defined as the sum of the current and previous three quarters’ income adjusted for interest expense, after tax, divided by the average capital employed for the period.

4. Segmental reporting

Segmental reporting has been changed with effect from the third quarter 2009, in line with the change in the way Shell’s businesses are managed. Shell now reports its business through three (previously six) reporting segments, Upstream (previously Exploration & Production, Gas & Power and Oil Sands), Downstream (previously Oil Products and Chemicals) and Corporate. Corporate represents the key support functions, comprising holdings and treasury, headquarters, central functions and Shell insurance companies. Prior period financial information has been reclassified accordingly.

Upstream and Downstream results are presented before deduction of minority interest and also exclude interest and other income of a non-operational nature, interest expense, non-trading currency exchange effects and tax on these items, which are included in the Corporate results. With effect from the third quarter 2009, insurance premium costs (excluding external insurance) and self insured claims are reported within the Corporate segment; previously they were reported within the relevant business segments. The impact of this change in allocation is a reduction of $167 million (pre-tax) of the Corporate result in the third quarter 2009, with no effect on Shell’s income for the period. Prior period segment results are not reclassified (the insurance costs were $143 million (pre-tax) in the second quarter 2009 and $20 million (pre-tax) in the third quarter 2008). Segment results include equity-accounted investments and are after tax.

5. Equity

Total equity comprises equity attributable to Royal Dutch Shell plc shareholders and to the minority interest. Other reserves comprise the capital redemption reserve, share premium reserve, merger reserve, share plan reserve and accumulated comprehensive income (currency translation differences, unrealised gains/(losses) on securities and unrealised gains/(losses) on cash flow hedges).

6. Earnings per share

Basic earnings per share is calculated by dividing the income attributable to Royal Dutch Shell plc shareholders for the period by the weighted average number of Class A and B ordinary shares outstanding during the period. To calculate the diluted earnings per share the weighted average number of shares outstanding is adjusted for the number of shares related to share option schemes.

Royal Dutch Shell plc 14

7. Accounting for Derivatives

IFRS require that derivative instruments be recognised in the financial statements at fair value. Any change in the current period between the period-end market price and the contract settlement price is recognised in income where hedge accounting is either not permitted or not applied to these contracts.

The physical crude oil and related products held by the Downstream business as inventory are recorded at historical cost or net realisable value, whichever is lower, as required under IFRS. Consequently, any increase in value of the inventory over cost is not recognised in income until the sale of the commodity occurs in subsequent periods.

In the Downstream business, the buying and selling of commodities includes transactions conducted through the forward markets using commodity derivatives to reduce economic exposure. Some derivatives are associated with a future physical delivery of the commodities.

Differences in the accounting treatment for physical inventory (at cost or net realisable value, whichever is lower) and derivative instruments (at fair value) have resulted in timing differences in the recognition of gains or losses between reporting periods.

Similarly, earnings from long-term contracts held in the Upstream business are recognised in income upon realisation. Associated commodity derivatives are recognised at fair value as of the end of each quarter.

These differences in accounting treatment for long-term contracts (on accrual basis) and derivative instruments (at fair value) have resulted in timing differences in the recognition of gains or losses between the reporting periods.

The aforementioned timing differences for Downstream and Upstream are reported as identified items in the quarterly results and are estimates derived from the overall portfolio of derivatives.

Certain UK gas contracts held by Upstream contain embedded derivatives or written options, for which IFRS requires recognition at fair value, even though they are entered into for operational purposes. The impact of the mark-to-market calculation is also reported as an identified item in the quarterly results.

Contacts:

-     Investor Relations: Europe: + 31 (0)70 377 4540; USA: +1 212 218 3113

-     Media: Europe: + 31 (0)70 377 3600

Royal Dutch Shell plc 15

CAUTIONARY STATEMENT

All amounts shown throughout this Report are unaudited.

Fourth quarter and full year 2009 results are expected to be announced on February 4, 2010. First quarter 2010 results are expected to be announced on April 28, 2010, second quarter 2010 results are expected to be announced on July 29, 2010 and third quarter 2010 results are expected to be announced on October 28, 2010. There will be a Shell strategy update on March 16, 2010.

The companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate entities. In this document “Shell”, “Shell group” and “Royal Dutch Shell” are sometimes used for convenience where references are made to Royal Dutch Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to subsidiaries in general or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this document refer to companies in which Royal Dutch Shell either directly or indirectly has control, by having either a majority of the voting rights or the right to exercise a controlling influence. The companies in which Shell has significant influence but not control are referred to as “associated companies” or “associates” and companies in which Shell has joint control are referred to as “jointly controlled entities”. In this document, associates and jointly controlled entities are also referred to as “equity-accounted investments”. The term “Shell interest” is used for convenience to indicate the direct and/or indirect (for example, through our 34% shareholding in Woodside Petroleum Ltd.) ownership interest held by Shell in a venture, partnership or company, after exclusion of all third-party interest.

This document contains forward-looking statements concerning the financial condition, results of operations and businesses of Royal Dutch 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 Royal Dutch 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 ‘‘anticipate’’, ‘‘believe’’, ‘‘could’’, ‘‘estimate’’, ‘‘expect’’, ‘‘intend’’, ‘‘may’’, ‘‘plan’’, ‘‘objectives’’, ‘‘outlook’’, ‘‘probably’’, ‘‘project’’, ‘‘will’’, ‘‘seek’’, ‘‘target’’, ‘‘risks’’, ‘‘goals’’, ‘‘should’’ and similar terms and phrases. There are a number of factors that could affect the future operations of Royal Dutch Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this document, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for the Group’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserve 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, fiscal and regulatory developments including potential litigation and regulatory effects arising from recategorisation of reserves; (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; and (m) changes in trading conditions. All forward-looking statements contained in this document 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 factors that may affect future results are contained in Royal Dutch Shell’s Annual Report and Form 20-F for the year ended December 31, 2008 (available at www.shell.com/investor and www.sec.gov). These factors also should be considered by the reader. Each forward-looking statement speaks only as of the date of this document, October 29, 2009. Neither Royal Dutch Shell 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 document.

The United States Securities and Exchange Commission (SEC) permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. We use certain terms in this document that SEC’s guidelines strictly prohibit us from including in filings with the SEC. U.S. 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. You can also obtain these forms from the SEC by calling 1-800-SEC-0330.

October 29, 2009

Statement of Income and Earnings per Share

Back to Index

Statement of income

$ million		Q1 2005				Q2 2005				Q3 2005				Q4 2005				2005				Q1 2006				Q2 2006				Q3 2006				Q4 2006				2006
Revenue			72,156				82,644				76,435				75,496				306,731				75,964				83,127				84,254				75,500				318,845
Share of profit of equity-accounted investments			1,573				1,080				3,081				1,389				7,123				1,823				1,829				1,358				1,661				6,671
Interest and other income1			779				424				917				425				2,545				621				235				447				697				2,000
Total revenue and other income			74,508				84,148				80,433				77,310				316,399				78,408				85,191				86,059				77,858				327,516
Purchases2			52,491				62,747				53,941				56,308				225,487				54,627				59,628				62,241				54,349				230,845
Production and manufacturing expenses			3,651				3,824				4,341				5,027				16,843				4,651				5,004				4,828				5,318				19,801
Selling, distribution and administrative expenses			3,321				3,736				3,631				4,092				14,780				3,305				4,366				4,005				4,592				16,268
Research and development			83				127				95				212				517				142				167				192				311				812
Exploration			246				235				228				448				1,157				259				227				380				532				1,398
Depreciation, depletion and amortisation			3,154				3,137				2,903				2,787				11,981				2,812				3,132				3,365				3,306				12,615
Interest expense			268				286				252				261				1,067				286				275				286				302				1,149
Income before taxation			11,294				10,056				15,042				8,175				44,567				12,326				12,392				10,762				9,148				44,628
Taxation			4,274				4,595				5,558				3,572				17,999				5,310				4,865				4,507				3,635				18,317
Income from continuing operations			7,020				5,461				9,484				4,603				26,568				7,016				7,527				6,255				5,513				26,311
Income/(loss) from discontinued operations			(214	)			—				(93	)			—				(307	)			—				—				—				—				—
Income for the period			6,806				5,461				9,391				4,603				26,261				7,016				7,527				6,255				5,513				26,311
Income attributable to minority interest			131				225				359				235				950				123				203				313				230				869
Income attributable to Royal Dutch Shell plc shareholders			6,675				5,236				9,032				4,368				25,311				6,893				7,324				5,942				5,283				25,442
Estimated CCS adjustment for Downstream			(1,220	)			(589	)			(1,844	)			1,073				(2,580	)			(805	)			(1,010	)			1,006				732				(77	)
CCS earnings			5,455				4,647				7,188				5,441				22,731				6,088				6,314				6,948				6,015				25,365

		Q1 2005				Q2 2005				Q3 2005				Q4 2005				2005				Q1 2006				Q2 2006				Q3 2006				Q4 2006				2006
Basic earnings per share
Earnings per share ($)			0.99				0.78				1.35				0.67				3.79				1.06				1.13				0.94				0.84				3.97
CCS earnings per share ($)			0.82				0.69				1.08				0.83				3.42				0.94				0.98				1.09				0.95				3.96
Diluted earnings per share
Earnings per share ($)			0.99				0.78				1.35				0.66				3.78				1.05				1.13				0.94				0.83				3.95
CCS earnings per share ($)			0.82				0.69				1.07				0.83				3.41				0.93				0.97				1.09				0.95				3.94
Shares3
Millions
Weighted average number of shares as the basis for:
Basic earnings per share			6,733.92				6,724.55				6,676.45				6,563.65				6,674.18				6,509.81				6,457.55				6,373.94				6,314.81				6,413.38
Diluted earnings per share			6,751.69				6,744.10				6,703.54				6,586.40				6,694.43				6,535.30				6,483.14				6,399.75				6,341.90				6,439.98
Basic shares outstanding at the end of the period			6,724.67				6,726.74				6,608.17				6,525.10								6,485.43				6,413.97				6,336.32				6,298.76

Statement of Income and Earnings per Share

Back to Index

Statement of income

																																																						Nine months
$ million		Q1 2007				Q2 2007				Q3 2007				Q4 2007				2007				Q1 2008				Q2 2008				Q3 2008				Q4 2008				2008				Q1 2009				Q2 2009				Q3 2009				2009
Revenue			73,480				84,896				90,703				106,703				355,782				114,302				131,419				131,567				81,073				458,361				58,222				63,882				75,009				197,113
Share of profit of equity-accounted investments			1,808				2,138				1,912				2,376				8,234				2,425				2,671				2,000				350				7,446				928				1,535				746				3,209
Interest and other income1			1,314				1,652				394				2,400				5,760				625				1,318				1,911				1,279				5,133				291				826				271				1,388
Total revenue and other income			76,602				88,686				93,009				111,479				369,776				117,352				135,408				135,478				82,702				470,940				59,441				66,243				76,026				201,710
Purchases2			52,664				60,942				68,392				80,257				262,255				88,190				99,796				104,658				66,943				359,587				40,288				46,127				55,781				142,196
Production and manufacturing expenses			4,871				5,342				5,238				7,768				23,219				5,525				6,675				6,619				6,746				25,565				5,942				6,092				5,885				17,919
Selling, distribution and administrative expenses			3,664				4,112				3,784				4,889				16,449				3,933				4,415				4,123				4,435				16,906				3,649				3,943				4,306				11,898
Research and development			183				155				386				443				1,167				268				289				289				384				1,230				207				269				318				794
Exploration			263				402				576				581				1,822				286				343				731				635				1,995				348				524				637				1,509
Depreciation, depletion and amortisation			3,260				3,238				2,842				3,840				13,180				3,146				3,439				3,387				3,684				13,656				3,090				3,279				4,341				10,710
Interest expense			224				269				302				313				1,108				298				334				204				345				1,181				183				166				189				538
Income before taxation			11,473				14,226				11,489				13,388				50,576				15,706				20,117				15,467				(470	)			50,820				5,734				5,843				4,569				16,146
Taxation			4,032				5,415				4,448				4,755				18,650				6,505				8,363				6,987				2,489				24,344				2,218				1,940				1,281				5,439
Income from continuing operations			7,441				8,811				7,041				8,633				31,926				9,201				11,754				8,480				(2,959	)			26,476				3,516				3,903				3,288				10,707
Income/(loss) from discontinued operations			—				—				—				—				—				—				—				—				—				—				—				—				—				—
Income for the period			7,441				8,811				7,041				8,633				31,926				9,201				11,754				8,480				(2,959	)			26,476				3,516				3,903				3,288				10,707
Income attributable to minority interest			160				144				125				166				595				118				198				32				(149	)			199				28				81				41				150
Income attributable to Royal Dutch Shell plc shareholders			7,281				8,667				6,916				8,467				31,331				9,083				11,556				8,448				(2,810	)			26,277				3,488				3,822				3,247				10,557
Estimated CCS adjustment for Downstream			(349	)			(1,111	)			(524	)			(1,783	)			(3,767	)			(1,307	)			(3,654	)			2,455				7,595				5,089				(191	)			(1,482	)			(257	)			(1,930	)
CCS earnings			6,932				7,556				6,392				6,684				27,564				7,776				7,902				10,903				4,785				31,366				3,297				2,340				2,990				8,627
		Q1 2007				Q2 2007				Q3 2007				Q4 2007				2007				Q1 2008				Q2 2008				Q3 2008				Q4 2008				2008				Q1 2009				Q2 2009				Q3 2009				2009
Basic earnings per share
Earnings per share ($)			1.16				1.38				1.10				1.36				5.00				1.47				1.87				1.37				(0.44	)			4.27				0.57				0.62				0.53				1.72
CCS earnings per share ($)			1.10				1.20				1.02				1.07				4.39				1.26				1.28				1.77				0.78				5.09				0.54				0.38				0.49				1.41
Diluted earnings per share
Earnings per share ($)			1.15				1.38				1.10				1.36				4.99				1.46				1.87				1.37				(0.44	)			4.26				0.57				0.62				0.53				1.72
CCS earnings per share ($)			1.10				1.20				1.02				1.07				4.39				1.25				1.28				1.77				0.78				5.08				0.54				0.38				0.49				1.41
Shares3
Millions
Weighted average number of shares as the basis for:
Basic earnings per share			6,287.03				6,281.73				6,261.71				6,225.28				6,263.76				6,195.53				6,170.33				6,147.27				6,123.80				6,159.10				6,121.60				6,126.67				6,127.02				6,125.12
Diluted earnings per share			6,306.46				6,303.11				6,285.82				6,248.83				6,283.76				6,211.42				6,189.06				6,159.79				6,127.55				6,171.49				6,124.49				6,129.36				6,131.04				6,128.20
Basic shares outstanding at the end of the period			6,282.93				6,276.78				6,245.31				6,210.36								6,187.00				6,159.08				6,133.41				6,121.74								6,124.91				6,127.36				6,125.18