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6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2019

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)

Carel van Bylandtlaan 30, 2596 HR, The Hague

The Netherlands

Tel No: 011 31 70 377 9111

(Address of principal executive office)

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 ☒ Form 40-F ☐

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): ☐

Royal Dutch Shell plc (the “Registrant”) is filing the following exhibits on this Report on Form 6-K, each of which is hereby incorporated by reference:


Exhibit No.		Description

99.1		Regulatory release.

99.2		Royal Dutch Shell plc –Three and nine month periods ended September 30, 2019 Unaudited Condensed Interim Financial Report.

This Unaudited Condensed Interim Financial Report contains the Unaudited Condensed Consolidated Interim Financial Statements of the Registrant and its consolidated subsidiaries for the three and nine month periods, ended September 30, 2019 , and Business Review in respect of such periods. This Report on Form 6-K contains the Unaudited Condensed Interim Financial Report with additional information required to keep current our registration statement on Form F-3.

This Report on Form 6-K is incorporated by reference into:

the Registration Statement on Form F-3 of Royal Dutch Shell plc and Shell International Finance B.V. (Registration Numbers 333-222005 and 333-222005-01); and

the Registration Statements on Form S-8 of Royal Dutch Shell plc (Registration Numbers 333-126715, 333-141397,
333-171206, 333-192821, 333-200953, 333-215273, 333-222813 and 333-228137).


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		2

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:		/s/ Linda Coulter
		Name: Linda Coulter
		Title: Company Secretary

Date: October 31, 2019


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		3

EX-99.1

Exhibit 99.1

Regulatory release

Three and nine month periods ended September 30, 2019

Unaudited Condensed Interim Financial Report

On October 31, 2019, Royal Dutch Shell plc released the Unaudited Condensed Interim Financial Report for the three and nine month periods ended September 30, 2019 of Royal Dutch Shell plc and its consolidated subsidiaries (collectively, “Shell”).


Contact – Investor Relations
International:		+31 (0)70 377 4540
North America:		+1 832 337 2034

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


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		4

EX-99.2

Exhibit 99.2

Royal Dutch Shell plc

Three and nine month periods ended September 30, 2019

Unaudited Condensed Interim Financial Report


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		5

ROYAL DUTCH SHELL PLC

3^RD QUARTER 2019 UNAUDITED RESULTS

SUMMARY OF UNAUDITED RESULTS


Quarters											$ million			Nine months
Q3 2019¹			Q2 2019¹			Q3 2018			%²			Reference		2019¹			2018			%
	5,879			2,998			5,839			+1	Income/(loss) attributable to shareholders				14,878			17,762			-16
	6,081			3,025			5,570			+9	CCS earnings attributable to shareholders		Note 2		14,399			16,499			-13
	1,313			(437	)		(54	)			Of which: Identified items		A		868			783

	4,767			3,462			5,624			-15	CCS earnings attributable to shareholders excluding identified items				13,530			15,716			-14
	149			130			169				Add: CCS earnings attributable to non-controlling interest				410			411

	4,917			3,592			5,793			-15	CCS earnings excluding identified items				13,940			16,127			-14
											Of which:
	2,674			1,726			2,292				Integrated Gas				6,968			7,036
	907			1,335			1,886				Upstream				3,967			4,894
	2,153			1,338			2,010				Downstream				5,313			5,436
	(817	)		(806	)		(395	)			Corporate				(2,307	)		(1,239	)

	12,252			11,031			12,092			+1	Cash flow from operating activities				31,913			31,064			+3
	(2,130	)		(4,166	)		(4,082	)			Cash flow from investing activities				(10,918	)		(8,347	)
	10,122			6,865			8,010				Free cash flow		H		20,995			22,717

	0.73			0.37			0.70			+4	Basic earnings per share ($)				1.84			2.14			-14
	0.76			0.37			0.67			+13	Basic CCS earnings per share ($)		B		1.78			1.99			-11
	0.59			0.43			0.68			-13	Basic CCS earnings per share excl. identified items ($)				1.67			1.89			-12

	0.47			0.47			0.47			—	Dividend per share ($)				1.41			1.41			—

^1.	IFRS 16 Leases (IFRS 16) was adopted with effect from January 1, 2019. See Note 8 “Adoption of IFRS 16 Leases”.

^2.	Q3 on Q3 change.

Compared with the third quarter 2018, CCS earnings attributable to shareholders excluding identified items were $4.8 billion, reflecting lower realised oil, LNG and gas prices, as well as weaker realised refining and chemicals margins. This was partly offset by significantly stronger contributions from LNG and oil products trading and optimisation as well as higher realised margins in retail and global commercial.

Compared with the third quarter 2018, cash flow from operating activities excluding working capital movements was $12.1 billion, reflecting lower earnings, higher pension contributions and lower dividends received.

Total dividends distributed to shareholders in the quarter were $3.8 billion. Today, Shell launches the next tranche of the share buyback programme, with a maximum aggregate consideration of $2.75 billion in the period up to and including January 27, 2020. Since the launch of the programme, Shell has bought back $12 billion in shares for cancellation.

Royal Dutch Shell Chief Executive Officer Ben van Beurden commented:

“This quarter we continued to deliver strong cash flow and earnings, despite sustained lower oil and gas prices, and chemicals margins. Our earnings reflect the resilience of our market-facing businesses and their ability to capitalise on market conditions, including very strong trading and optimisation results this quarter.

Our intention to buy back $25 billion in shares and reduce net debt remains unchanged. The prevailing weak macroeconomic conditions and challenging outlook inevitably create uncertainty about the pace of reducing gearing to 25% and completing the share buyback programme within the 2020 timeframe.”


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		6

ADDITIONAL PERFORMANCE MEASURES


Quarters											$ million		Nine months
Q3 2019			Q2 2019			Q3 2018			%1			Reference	2019			2018			%
	6,098			5,337			5,902				Cash capital expenditure²	C		17,036			16,648

	7,759			6,341			5,717				Capital investment³	C		20,785			16,999

	3,563			3,583			3,596			-1	Total production available for sale (thousand boe/d)			3,632			3,625			—

	55.99			61.26			68.21			-18	Global liquids realised price ($/b)			58.18			65.13			-11
	4.19			4.21			4.92			-15	Global natural gas realised price ($/thousand scf)			4.63			4.91			-6

	8,650			9,941			9,312			-7	Operating expenses	G		27,509			29,037			-5
	8,657			9,477			9,248			-6	Underlying operating expenses	G		27,000			28,878			-7

	8.6	%		8.4	%		8.7	%			ROACE (Net income basis)	E		8.6	%		8.7	%
	8.1	%		8.2	%		8.1	%			ROACE (CCS basis excluding identified items)⁴	E		8.1	%		8.1	%

	27.9	%		27.6	%		23.1	%			Gearing	F		27.9	%		23.1	%

^1.	Q3 on Q3 change.

^2.	With effect from 2019, Cash capital expenditure has been introduced as a capital spent performance measure (see Reference C).

^3.	With effect from 2019, the definition has been amended (see Reference C). Comparative information has been revised.

^4.	With effect from 2019, the definition has been amended (see Reference E). Comparative information has been revised.

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

The IFRS 16 impact on net debt in the third quarter 2019 was an increase of $15,566 million. Third quarter 2019 reported Gearing was 27.9% on an IFRS 16 basis, comparable with 23.5% on an IAS 17 basis.

The impact of IFRS 16 is presented in Note 8 “Adoption of IFRS 16 Leases” and not addressed in the performance analysis sections of this results announcement.

THIRD QUARTER 2019 PORTFOLIO DEVELOPMENTS

Upstream

During the quarter, Shell completed the sale of its shares in Shell Olie-og Gasudvinding Danmark B.V., which held a 36.8% non-operating interest in the Danish Underground Consortium, to Norwegian Energy Company ASA for $1.9 billion.

During the quarter, Shell took the final investment decision for the PowerNap deep-water project, a subsea tie-back to the Shell-operated Olympus production hub, in the US Gulf of Mexico (Shell interest 100%).

Downstream

During the quarter, Shell completed the divestment of its 50% interest in the SASREF joint venture in the Kingdom of Saudi Arabia to Saudi Aramco for $631 million.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		7

PERFORMANCE BY SEGMENT

INTEGRATED GAS


Quarters											$ million	Nine months
Q3 2019¹			Q2 2019¹			Q3 2018			%²			2019¹			2018		%
	2,597			1,340			2,116			+23	Segment earnings		6,731			7,865		-14
	(77	)		(386	)		(176	)			Of which: Identified items (Reference A)		(237	)		829
	2,674			1,726			2,292			+17	Earnings excluding identified items		6,968			7,036		-1

	4,224			3,403			3,320			+27	Cash flow from operating activities		11,854			8,831		+34

	894			738			688				Cash capital expenditure³		2,976			2,558

	2,303			836			864				Capital investment⁴		5,103			2,908

	166			159			208			-20	Liquids production available for sale (thousand b/d)		154			214		-28
	4,586			4,456			4,156			+10	Natural gas production available for sale (million scf/d)		4,397			4,267		+3

	957			927			924			+4	Total production available for sale (thousand boe/d)		912			950		-4
	8.95			8.66			8.18			+9	LNG liquefaction volumes (million tonnes)		26.34			25.54		+3

	18.90			17.95			17.27			+9	LNG sales volumes (million tonnes)		54.36			53.82		+1

^1.	IFRS 16 was adopted with effect from January 1, 2019. See Note 8 “Adoption of IFRS 16 Leases”.

^2.	Q3 on Q3 change.

^3.	With effect from 2019, Cash capital expenditure has been introduced as a capital spent performance measure (see Reference C).

^4.	With effect from 2019, the definition has been amended (see Reference C). Comparative information has been revised.

Third quarter identified items primarily reflected losses related to the fair value accounting of commodity derivatives.

Compared with the third quarter 2018, Integrated Gas earnings excluding identified items primarily reflected significantly stronger contributions from LNG trading and optimisation as well as higher volumes, partly offset by lower realised LNG, oil and gas prices.

Compared with the third quarter 2018, production increased mainly due to field ramp-ups in Australia and Trinidad and Tobago. LNG liquefaction volumes increased mainly as a result of new LNG capacity from the Prelude floating LNG facility as well as increased feedgas availability compared with the third quarter 2018.

Compared with the third quarter 2018, cash flow from operating activities excluding working capital movements mainly reflected higher earnings, partly offset by increased cash outflows related to commodity derivatives.

Nine months identified items included impairments and write-offs of $382 million, mainly in Trinidad and Tobago and Australia, partly offset by a gain on sale of assets of $198 million.

Compared with the first nine months of 2018, Integrated Gas earnings excluding identified items mainly reflected lower realised oil, gas and LNG prices, lower volumes and higher depreciation, mainly from Prelude. These were partly offset by significantly stronger contributions from LNG trading and optimisation.

Compared with the first nine months of 2018, production decreased mainly due to divestments and the transfer of the Salym asset into the Upstream segment, partly offset by field ramp-ups in Australia and Trinidad and Tobago. LNG liquefaction volumes reflected higher feedgas availability compared with the first nine months of 2018.

Compared with the first nine months of 2018, cash flow from operating activities excluding working capital movements mainly reflected lower cash outflows related to commodity derivatives and lower tax payments, partly offset by lower earnings.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		8

UPSTREAM


Quarters								$ million	Nine months
Q3 2019¹		Q2 2019¹		Q3 2018		%²			2019¹		2018		%
	1,722		1,554		2,249		-23	Segment earnings		4,982		5,197		-4
	815		219		363			Of which: Identified items (Reference A)		1,015		303
	907		1,335		1,886		-52	Earnings excluding identified items		3,967		4,894		-19

	4,448		5,616		6,663		-33	Cash flow from operating activities		15,343		15,792		-3

	2,639		2,342		3,323			Cash capital expenditure³		7,482		8,946

	2,452		2,700		2,918			Capital investment⁴		7,889		8,799

	1,705		1,683		1,602		+6	Liquids production available for sale (thousand b/d)		1,702		1,561		+9
	5,224		5,640		6,206		-16	Natural gas production available for sale (million scf/d)		5,904		6,461		-9

	2,606		2,656		2,672		-2	Total production available for sale (thousand boe/d)		2,720		2,675		+2

^1.	IFRS 16 was adopted with effect from January 1, 2019. See Note 8 “Adoption of IFRS 16 Leases”.

^2.	Q3 on Q3 change.

^3.	With effect from 2019, Cash capital expenditure has been introduced as a capital spent performance measure (see Reference C).

^4.	With effect from 2019, the definition has been amended (see Reference C). Comparative information has been revised.

Third quarter identified items primarily reflected a gain on sale of assets of $1,465 million, partly offset by impairments of $344 million and a charge of $261 million related to the impact of the weakening Brazilian real on a deferred tax position.

Compared with the third quarter 2018, Upstream earnings excluding identified items reflected lower realised oil, gas and NGL prices, well write-offs in Kazakhstan as well as lower gas production. These were partly offset by lower provisions, as well as positive movements in deferred tax positions in contrast with the same period a year ago.

Compared with the third quarter 2018, production decreased mainly due to divestments, weaker operational performance and higher maintenance activities, largely offset by field ramp-ups. Excluding portfolio impacts, production was 2% higher than in the same quarter a year ago.

Compared with the third quarter 2018, cash flow from operating activities excluding working capital movements mainly reflected lower cash earnings.

Nine months identified items primarily reflected a gain on sale of assets of $1,555 million, partly offset by impairments of $283 million and a charge of $227 million related to the impact of the weakening Brazilian real on a deferred tax position.

Compared with the first nine months of 2018, Upstream earnings excluding identified items reflected lower realised oil, gas and NGL prices, partly offset by higher production, positive movements in deferred tax positions as well as lower provisions.

Compared with the first nine months of 2018, production increased mainly due to field ramp-ups and the transfer of the Salym asset from the Integrated Gas segment, partly offset by divestments and field declines.

Compared with the first nine months of 2018, cash flow from operating activities excluding working capital movements mainly reflected lower cash earnings, partly offset by lower tax payments.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		9

DOWNSTREAM


Quarters										$ million	Nine months
Q3 2019¹		Q2 2019¹			Q3 2018			%²			2019¹			2018			%
	2,574		1,072			1,709			+51	Segment earnings³		5,240			4,683			+12
	421		(266	)		(301	)			Of which: Identified items (Reference A)		(73	)		(753	)
	2,153		1,338			2,010			+7	Earnings excluding identified items³		5,313			5,436			-2
										Of which:
	1,929		1,206			1,473			+31	Oil Products		4,506			3,656			+23
	448		(20	)		424			+6	Refining & Trading		771			679			+14
	1,481		1,225			1,049			+41	Marketing		3,735			2,977			+25
	224		132			537			-58	Chemicals		806			1,780			-55

	3,205		2,398			1,037			+209	Cash flow from operating activities		4,992			5,134			-3

	2,454		2,176			1,817				Cash capital expenditure⁴		6,301			4,990

	2,870		2,731			1,859				Capital investment⁵		7,471			5,136

	2,522		2,632			2,675			-6	Refinery processing intake (thousand b/d)		2,606			2,623			-1

	6,731		6,608			6,697			+1	Oil Products sales volumes (thousand b/d)		6,603			6,742			-2

	3,845		3,787			4,145			-7	Chemicals sales volumes (thousand tonnes)		11,769			13,534			-13

^1.	IFRS 16 was adopted with effect from January 1, 2019. See Note 8 “Adoption of IFRS 16 Leases”.

^2.	Q3 on Q3 change.

^3.	Earnings are presented on a CCS basis (See Note 2).

^4.	With effect from 2019, Cash capital expenditure has been introduced as a capital spent performance measure (see Reference C).

^5.	With effect from 2019, the definition has been amended (see Reference C). Comparative information has been revised.

Third quarter identified items primarily reflected a gain on sale of assets of $282 million and a gain of $192 million related to the fair value accounting of commodity derivatives, partly offset by a net charge of $52 million related to impairments.

Compared with the third quarter 2018, Downstream earnings excluding identified items benefited from stronger contributions from oil products trading and optimisation and higher retail and global commercial margins. These were partly offset by lower realised refining, base chemicals and intermediates margins.

Compared with the third quarter 2018, cash flow from operating activities excluding working capital movements mainly reflected lower cash earnings and lower dividends received.

Oil Products

•

Refining & Trading earnings excluding identified items reflected stronger contributions from oil products trading and optimisation, mainly fuel oil, partly offset by lower realised refining margins, compared with the third quarter 2018.

Refinery availability was 92%, at a similar level as in the third quarter 2018.

•

Marketing earnings excluding identified items reflected increased retail, lubricants and aviation margins, as well as favourable currency exchange rate effects, compared with the third quarter 2018.

Compared with the third quarter 2018, Oil Products sales volumes were at a similar level.

Chemicals

•

Chemicals earnings excluding identified items reflected lower realised intermediates and base chemicals margins mainly in Europe and Asia as well as lower volumes.

Chemicals manufacturing plant availability decreased to 91% from 93% in the third quarter 2018, mainly reflecting higher maintenance activities in Europe.

Nine months identified items primarily reflected impairments, net of reversals, of $256 million, mainly related to divestments.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		10

Compared with the first nine months of 2018, Downstream earnings excluding identified items reflected lower realised base chemicals, intermediates and refining margins, partly offset by significantly stronger contributions from oil products trading and optimisation, higher retail and global commercial margins, as well as favourable currency exchange rate effects.

Compared with the same period a year ago, cash flow from operating activities excluding working capital movements mainly reflected lower cash earnings and lower dividends received, partly offset by lower tax payments.

Oil Products

•

Refining & Trading earnings excluding identified items reflected significantly stronger contributions from crude oil and oil products trading and optimisation, partly offset by lower realised refining margins compared with the first nine months of 2018.

Refinery availability increased to 91% compared with 90% in the first nine months of 2018.

•

Marketing earnings excluding identified items reflected higher realised retail and global commercial margins compared with the first nine months of 2018.

Compared with the first nine months of 2018, Oil Products sales volumes decreased by 2%, mainly reflecting lower trading and marketing volumes.

Chemicals

•

Chemicals earnings excluding identified items mainly reflected lower realised base chemicals and intermediates margins compared with the first nine months of 2018.

Chemicals manufacturing plant availability decreased to 90% from 93% in the first nine months of 2018, mainly reflecting higher maintenance activities in Asia and Europe, including the impact of strike actions in the Netherlands.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		11

CORPORATE


Quarters									$ million	Nine months
Q3 2019¹			Q2 2019¹			Q3 2018				2019¹			2018
	(663	)		(789	)		(335	)	Segment earnings		(2,122	)		(835	)
	154			18			60		Of which: Identified items (Reference A)		185			404
	(817	)		(806	)		(395	)	Earnings excluding identified items		(2,307	)		(1,239	)

	375			(385	)		1,072		Cash flow from operating activities		(276	)		1,307

^1.	IFRS 16 was adopted with effect from January 1, 2019. See Note 8 “Adoption of IFRS 16 Leases”.

Third quarter identified items mainly reflected a gain related to the impact of the weakening Brazilian real on a deferred tax position.

Compared with the third quarter 2018, Corporate earnings excluding identified items reflected adverse currency exchange rate effects as well as lower tax credits.

Nine months identified items mainly reflected a gain related to the impact of the weakening Brazilian real on a deferred tax position as well as a gain on sale of assets.

Compared with the first nine months of 2018, Corporate earnings excluding identified items reflected lower tax credits as well as higher interest expense.

OUTLOOK FOR THE FOURTH QUARTER 2019

Integrated Gas production is expected to be 920 – 970 thousand boe/d. LNG liquefaction volumes are expected to be 8.8 – 9.4 million tonnes.

Upstream production is expected to be 2,650 – 2,800 thousand boe/d.

Refinery availability is expected to be 87% – 92%.

Oil Products sales volumes are expected to be 6,650 – 7,050 thousand boe/d.

Chemicals manufacturing plant availability is expected to be 81% – 86%.

Corporate segment earnings excluding identified items are expected to be a net expense of $2,900 – 3,200 million for the full year 2019. This excludes the impact of currency exchange rate effects.

Full year 2019 Cash capital expenditure is expected to be around the lower end of the $24 – 29 billion range.

FORTHCOMING EVENTS

The Shell Project & Technology Open House for the investor community is scheduled to take place on November 26, 2019 in Amsterdam.

Fourth quarter 2019 and full year results and dividends are scheduled to be announced on January 30, 2020. First quarter 2020 results and dividends are scheduled to be announced on April 30, 2020. Second quarter 2020 and half year results and dividends are scheduled to be announced on July 30, 2020. Third quarter 2020 results and dividends are scheduled to be announced on October 29, 2020.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		12

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF INCOME


Quarters						$ million	Nine months
Q3 2019¹		Q2 2019¹		Q3 2018			2019¹		2018
	86,592		90,544		100,151	Revenue²		260,871		286,151
	769		632		1,000	Share of profit of joint ventures and associates		2,885		2,755
	2,180		662		397	Interest and other income⁴		3,285		3,024

	89,541		91,838		101,548	Total revenue and other income		267,041		291,930

	63,900		68,590		76,070	Purchases		192,413		215,719
	6,002		6,835		6,256	Production and manufacturing expenses		19,191		20,167
	2,429		2,881		2,829	Selling, distribution and administrative expenses		7,662		8,198
	219		225		227	Research and development		656		672
	644		439		322	Exploration		1,389		795
	6,815		6,699		5,198	Depreciation, depletion and amortisation		19,464		15,891
	1,161		1,252		909	Interest expense		3,572		2,774

	81,169		86,920		91,811	Total expenditure		244,346		264,216

	8,372		4,917		9,737	Income/(loss) before taxation		22,695		27,714
	2,348		1,755		3,696	Taxation charge/(credit)		7,351		9,454

	6,024		3,162		6,041	Income/(loss) for the period²		15,344		18,260
	145		164		202	Income/(loss) attributable to non-controlling interest		466		498

	5,879		2,998		5,839	Income/(loss) attributable to Royal Dutch Shell plc shareholders		14,878		17,762

	0.73		0.37		0.70	Basic earnings per share ($)³		1.84		2.14
	0.73		0.37		0.70	Diluted earnings per share ($)³		1.83		2.12

^1.	See Note 8 “Adoption of IFRS 16 Leases”.

^2.	See Note 2 “Segment information”.

^3.	See Note 3 “Earnings per share”.

^4.	Third quarter 2019 included a gain on divestments including Upstream Denmark, Caesar Tonga and the SASREF joint venture in Saudi Arabia.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


Quarters									$ million	Nine months
Q3 2019			Q2 2019			Q3 2018				2019			2018
	6,024			3,162			6,041		Income/(loss) for the period		15,344			18,260
									Other comprehensive income/(loss) net of tax:
									Items that may be reclassified to income in later periods:
	(1,514	)		215			(500	)	- Currency translation differences		(1,123	)		(2,818	)
	2			18			(1	)	- Debt instruments remeasurements		31			(15	)
	213			101			(69	)	- Cash flow and net investment hedging gains/(losses)		(132	)		(769	)
	5			79			43		- Deferred cost of hedging		111			(148	)
	(45	)		(1	)		8		- Share of other comprehensive income/(loss) of joint ventures and associates		(101	)		(27	)

	(1,339	)		413			(519	)	Total		(1,214	)		(3,777	)
									Items that are not reclassified to income in later periods:
	(2,010	)		(1,172	)		615		- Retirement benefits remeasurements		(4,655	)		3,162
	(53	)		(73	)		84		- Equity instruments remeasurements		(23	)		(203	)
	1			(6	)		(2	)	- Share of other comprehensive income/(loss) of joint ventures and associates		(4	)		(1	)

	(2,062	)		(1,251	)		697		Total		(4,683	)		2,958

	(3,401	)		(839	)		178		Other comprehensive income/(loss) for the period		(5,897	)		(819	)

	2,624			2,323			6,219		Comprehensive income/(loss) for the period		9,447			17,441
	124			180			173		Comprehensive income/(loss) attributable to non-controlling interest		482			349

	2,499			2,143			6,046		Comprehensive income/(loss) attributable to Royal Dutch Shell plc shareholders		8,965			17,092


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		13

CONDENSED CONSOLIDATED BALANCE SHEET


	$ million
	September 30, 2019¹		December 31, 2018
Assets
Non-current assets
Intangible assets		23,116		23,586
Property, plant and equipment		236,921		223,175
Joint ventures and associates		24,096		25,329
Investments in securities		3,048		3,074
Deferred tax		11,287		12,097
Retirement benefits		2,708		6,051
Trade and other receivables		7,558		7,826
Derivative financial instruments²		853		574

		309,588		301,712

Current assets
Inventories		23,240		21,117
Trade and other receivables		40,694		42,431
Derivative financial instruments²		6,835		7,193
Cash and cash equivalents		15,417		26,741

		86,186		97,482

Total assets		395,774		399,194

Liabilities
Non-current liabilities
Debt		76,112		66,690
Trade and other payables		2,229		2,735
Derivative financial instruments²		1,301		1,399
Deferred tax		14,373		14,837
Retirement benefits		14,166		11,653
Decommissioning and other provisions		19,849		21,533

		128,028		118,847

Current liabilities
Debt		12,812		10,134
Trade and other payables		45,543		48,888
Derivative financial instruments²		5,165		7,184
Taxes payable		8,292		7,497
Retirement benefits		394		451
Decommissioning and other provisions		2,960		3,659

		75,165		77,813

Total liabilities		203,194		196,660

Equity attributable to Royal Dutch Shell plc shareholders		188,617		198,646
Non-controlling interest		3,964		3,888

Total equity		192,580		202,534

Total liabilities and equity		395,774		399,194

^1.	See Note 8 “Adoption of IFRS 16 Leases”.

^2.	See Note 6 “Derivative financial instruments and debt excluding finance lease liabilities”.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		14

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


	Equity attributable to Royal Dutch Shell plc shareholders
$ million	Share capital¹			Shares held in trust			Other reserves²			Retained earnings			Total			Non- controlling interest			Total equity
At January 1, 2019 (as previously published)		685			(1,260	)		16,615			182,606			198,646			3,888			202,534
Impact of IFRS 16³		—			—			—			4			4			—			4
At January 1, 2019 (as revised)		685			(1,260	)		16,615			182,610			198,650			3,888			202,538
Comprehensive income/(loss) for the period		—			—			(5,913	)		14,878			8,965			482			9,447
Transfer from other comprehensive income		—			—			(56	)		56			—			—			—
Dividends		—			—			—			(11,472	)		(11,472	)		(403	)		(11,875	)
Repurchases of shares		(20	)		—			20			(7,526	)		(7,526	)		—			(7,526	)
Share-based compensation		—			749			(131	)		(619	)		(1	)		—			(1	)
Other changes in non-controlling interest		—			—			—			—			—			(3	)		(3	)

At September 30, 2019		666			(511	)		10,535			177,927			188,617			3,964			192,580

At January 1, 2018		696			(917	)		16,794			177,733			194,306			3,456			197,762
Comprehensive income/(loss) for the period		—			—			(670	)		17,762			17,092			349			17,441
Transfer from other comprehensive income		—			—			(1,108	)		1,108			—			—			—
Dividends		—			—			—			(11,806	)		(11,806	)		(489	)		(12,295	)
Repurchases of shares		(4	)		—			4			(2,007	)		(2,007	)		—			(2,007	)
Share-based compensation		—			(301	)		25			177			(99	)		—			(99	)
Other changes in non-controlling interest		—			—			—			47			47			637			684

At September 30, 2018		692			(1,218	)		15,045			183,014			197,533			3,953			201,486

^1.	See Note 4 “Share capital”.

^2.	See Note 5 “Other reserves”.

^3.	See Note 8 “Adoption of IFRS 16 Leases”.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		15

CONSOLIDATED STATEMENT OF CASH FLOWS


Quarters									$ million	Nine months
Q3 2019¹			Q2 2019¹			Q3 2018				2019¹			2018
	8,372			4,917			9,737		Income before taxation for the period²		22,695			27,714
									Adjustment for:
	921			1,030			690		- Interest expense (net)		2,846			2,161
	6,815			6,699			5,198		- Depreciation, depletion and amortisation		19,464			15,891
	402			202			149		- Exploration well write-offs		722			304
	(2,039	)		(379	)		(163	)	- Net (gains)/losses on sale and revaluation of non-current assets and businesses		(2,483	)		(2,338	)
	(769	)		(632	)		(1,000	)	- Share of (profit)/loss of joint ventures and associates		(2,885	)		(2,755	)
	859			1,217			1,374		- Dividends received from joint ventures and associates		2,820			3,368
	813			(61	)		(1,693	)	- (Increase)/decrease in inventories		(2,089	)		(4,871	)
	2,644			308			(2,722	)	- (Increase)/decrease in current receivables		1,527			(6,466	)
	(3,289	)		321			1,788		- Increase/(decrease) in current payables		(2,184	)		5,678
	(149	)		(480	)		560		- Derivative financial instruments		(1,738	)		(827	)
	(634	)		30			(93	)	- Retirement benefits²		(582	)		232
	(250	)		8			(434	)	- Decommissioning and other provisions²		(544	)		(973	)
	67			(39	)		535		- Other²		54			719
	(1,511	)		(2,110	)		(1,834	)	Tax paid		(5,710	)		(6,773	)

	12,252			11,031			12,092		Cash flow from operating activities		31,913			31,064

	(5,992	)		(5,150	)		(5,800	)	Capital expenditure		(16,264	)		(15,864	)
	(30	)		(160	)		(78	)	Investments in joint ventures and associates		(631	)		(672	)
	(76	)		(26	)		(24	)	Investments in equity securities²		(141	)		(112	)
	2,932			644			231		Proceeds from sale of property, plant and equipment and businesses		3,754			2,400
	922			102			935		Proceeds from sale of joint ventures and associates		1,567			1,119
	126			17			188		Proceeds from sale of equity securities²		414			4,408
	229			220			236		Interest received		686			602
	732			592			588		Other investing cash inflows²		2,004			1,299
	(973	)		(404	)		(358	)	Other investing cash outflows²		(2,308	)		(1,527	)

	(2,130	)		(4,166	)		(4,082	)	Cash flow from investing activities		(10,918	)		(8,347	)

	2,009			145			(155	)	Net increase/(decrease) in debt with maturity period within three months		2,063			(416	)
									Other debt:
	142			180			424		- New borrowings		462			788
	(7,180	)		(2,848	)		(2,260	)	- Repayments		(11,561	)		(7,232	)
	(1,088	)		(1,214	)		(864	)	Interest paid		(3,417	)		(2,648	)
	76			45			—		Derivative financial instruments²		76			—
	—			—			(1	)	Change in non-controlling interest		(2	)		673
									Cash dividends paid to:
	(3,773	)		(3,825	)		(3,949	)	- Royal Dutch Shell plc shareholders		(11,473	)		(11,806	)
	(133	)		(203	)		(134	)	- Non-controlling interest		(404	)		(486	)
	(2,944	)		(2,142	)		(1,414	)	Repurchases of shares		(7,340	)		(1,414	)
	(94	)		(7	)		(2	)	Shares held in trust: net sales/(purchases) and dividends received		(557	)		(1,088	)

	(12,985	)		(9,868	)		(8,355	)	Cash flow from financing activities		(32,153	)		(23,629	)

	(190	)		4			(11	)	Currency translation differences relating to cash and cash equivalents		(166	)		(288	)

	(3,054	)		(3,000	)		(356	)	Increase/(decrease) in cash and cash equivalents		(11,324	)		(1,200	)

	18,470			21,470			19,468		Cash and cash equivalents at beginning of period		26,741			20,312

	15,417			18,470			19,112		Cash and cash equivalents at end of period		15,417			19,112

^1.	See Note 8 “Adoption of IFRS 16 Leases”.

^2.	See Note 7 “Change in presentation of Consolidated Statement of Cash Flows”.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		16

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.	Basis of preparation

These unaudited Condensed Consolidated Interim Financial Statements (“Interim Statements”) of Royal Dutch 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 as adopted by the European Union, and on the basis of the same accounting principles as those used in the Annual Report and Form 20-F for the year ended December 31, 2018 (pages 167 to 214) as filed with the US Securities and Exchange Commission, except for the adoption of IFRS 16 Leases on January 1, 2019, and should be read in conjunction with that filing.

Under IFRS 16, all lease contracts, with limited exceptions, are recognised in financial statements by way of right-of-use assets and corresponding lease liabilities. Shell applied the modified retrospective transition method without restating comparative information. Further information in respect of the implementation of IFRS 16 is included in Note 8.

In March 2019, the IFRS Interpretations Committee (IFRIC) made its agenda decision regarding “Physical settlement of contracts to buy or sell a non-financial item (IFRS 9)”. The impact of this decision is under review.

The financial information presented in the unaudited Interim 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, 2018 were published in Shell’s Annual Report and Form 20-F and a copy was delivered to the Registrar of Companies for England and Wales. 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.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		17

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.

With the adoption of IFRS 16, the interest expense on leases formerly classified as operating leases is reported under the Corporate segment, while depreciation related to the respective right-of-use assets is reported in the segments making use of the assets. This treatment is consistent with the existing treatment for leases formerly classified as finance leases.

INFORMATION BY SEGMENT


Quarters									$ million	Nine months
Q3 2019			Q2 2019			Q3 2018				2019			2018
									Third-party revenue
	9,735			8,942			10,848		Integrated Gas		30,316			31,862
	2,347			2,457			1,769		Upstream		7,237			6,687
	74,499			79,131			87,518		Downstream		223,282			247,563
	12			13			16		Corporate		36			39
	86,592			90,544			100,151		Total third-party revenue¹		260,871			286,151


									Inter-segment revenue²
	1,025			1,045			1,276		Integrated Gas		3,162			3,705
	8,144			8,996			10,526		Upstream		26,840			28,924
	267			234			259		Downstream		840			762
	—			—			—		Corporate		—			—


									CCS earnings
	2,597			1,340			2,116		Integrated Gas		6,731			7,865
	1,722			1,554			2,249		Upstream		4,982			5,197
	2,574			1,072			1,709		Downstream		5,240			4,683
	(663	)		(789	)		(335	)	Corporate		(2,122	)		(835	)
	6,230			3,177			5,739		Total		14,831			16,910

^1.	Includes revenue from sources other than from contracts with customers, which mainly comprises the impact of fair value accounting of commodity derivatives. Third quarter 2019 included income of $1,460 million (Q2 2019: $969 million income; nine months 2019: $3,166 million income).

^2.

Inter-segment revenue has been revised to amend for transactions within segments that were previously reported as inter-segment revenue, and vice versa. Comparative information has been revised. The amounts previously reported as inter-segment revenue for Integrated Gas were Q2 2019: $1,005 million, Q3 2018: $1,242 million and nine months 2018: $3,601 million. The amounts previously reported as inter-segment revenue for Downstream were Q2 2019: $1,316 million, Q3 2018: $1,559 million and nine months 2018: $4,280 million.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		18

RECONCILIATION OF INCOME FOR THE PERIOD TO CCS EARNINGS


Quarters									$ million	Nine months
Q3 2019			Q2 2019			Q3 2018				2019			2018
	5,879			2,998			5,839		Income/(loss) attributable to Royal Dutch Shell plc shareholders		14,878			17,762
	145			164			202		Income/(loss) attributable to non-controlling interest		466			498

	6,024			3,162			6,041		Income/(loss) for the period		15,344			18,260
									Current cost of supplies adjustment:
	240			30			(381)		Purchases		(715	)		(1,760	)
	(56	)		1			95		Taxation		181			435
	22			(16	)		(16	)	Share of profit/(loss) of joint ventures and associates		21			(25	)

	206			15			(302	)	Current cost of supplies adjustment¹		(513	)		(1,350	)

	6,230			3,177			5,739		CCS earnings		14,831			16,910
									of which:
	6,081			3,025			5,570		CCS earnings attributable to Royal Dutch Shell plc shareholders		14,399			16,499
	149			152			169		CCS earnings attributable to non-controlling interest		432			411

^1.	The adjustment attributable to Royal Dutch Shell plc shareholders is a positive $202 million in the third quarter 2019 (Q2 2019: positive $27 million; Q3 2018: negative $269 million; nine months 2019: negative $479 million; nine months 2018: negative $1,263 million).

3.	Earnings per share

EARNINGS PER SHARE


Quarters							Nine months
Q3 2019		Q2 2019		Q3 2018			2019		2018
	5,879		2,998		5,839	Income/(loss) attributable to Royal Dutch Shell plc shareholders ($ million)		14,878		17,762
						Weighted average number of shares used as the basis for determining:
	8,017.5		8,100.8		8,290.3	Basic earnings per share (million)		8,097.6		8,301.4
	8,067.6		8,153.7		8,353.1	Diluted earnings per share (million)		8,151.4		8,368.7

4.	Share capital

ISSUED AND FULLY PAID ORDINARY SHARES OF €0.07 EACH¹

Number of shares

Nominal value ($ million)

Total

At January 1, 2019

4,471,889,296

3,745,486,731

376

309

685

Repurchases of shares

(227,226,527

)

(11,488,283

)

(19

)

(20

)

At September 30, 2019

4,244,662,769

3,733,998,448

357

308

665

At January 1, 2018

4,597,136,050

3,745,486,731

387

309

696

Repurchases of shares

(43,054,969

)

—

)

—

)

At September 30, 2018

4,554,081,081

3,745,486,731

383

309

692

^1.

Share capital at September 30, 2019 also included 50,000 issued and fully paid sterling deferred shares of £1 each.

At Royal Dutch Shell plc’s Annual General Meeting on May 21, 2019, the Board was authorised to allot ordinary shares in Royal Dutch Shell plc, and to grant rights to subscribe for, or to convert, any security into ordinary shares in Royal Dutch Shell plc, up to an aggregate nominal amount of €190 million (representing 2,720 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 21, 2020, and the end of the Annual General Meeting to be held in 2020, unless previously renewed, revoked or varied by Royal Dutch Shell plc in a general meeting.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		19

5.	Other reserves

OTHER RESERVES


$ million	Merger reserve		Share premium reserve		Capital redemption reserve		Share plan reserve			Accumulated other comprehensive income			Total
At January 1, 2019		37,298		154		95		1,098			(22,030	)		16,615
Other comprehensive income/(loss) attributable to Royal Dutch Shell plc shareholders		—		—		—		—			(5,913	)		(5,913	)
Transfer from other comprehensive income		—		—		—		—			(56	)		(56	)
Repurchases of shares		—		—		20		—			—			20
Share-based compensation		—		—		—		(131	)		—			(131	)

At September 30, 2019		37,296		154		116		966			(27,998	)		10,535

At January 1, 2018		37,298		154		84		1,440			(22,182	)		16,794
Other comprehensive income/(loss) attributable to Royal Dutch Shell plc shareholders		—		—		—		—			(670	)		(670	)
Transfer from other comprehensive income		—		—		—		—			(1,108	)		(1,108	)
Repurchases of shares		—		—		4		—			—			4
Share-based compensation		—		—		—		25			—			25

At September 30, 2018		37,298		154		88		1,465			(23,960	)		15,045

The merger reserve and share premium reserve were established as a consequence of 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 Royal Dutch Shell plc. The share plan reserve is in respect of equity-settled share-based compensation plans.

6.	Derivative financial instruments and debt excluding lease liabilities

As disclosed in the Consolidated Financial Statements for the year ended December 31, 2018, presented in the Annual Report 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, 2019 are consistent with those used in the year ended December 31, 2018, though the carrying amounts of derivative financial instruments measured using predominantly unobservable inputs have changed since that date.

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, 2019		December 31, 2018
Carrying amount		57,839		62,798
Fair value¹		63,345		64,708

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

7.	Change in presentation of Consolidated Statement of Cash Flows

With effect from January 1, 2019, the starting point for the Consolidated Statement of Cash Flows is ‘Income before taxation’ (previously: Income). Furthermore, to improve transparency, “Retirement benefits” and “Decommissioning and other provisions” have been separately disclosed. The “Other” component of cash flow from investing activities has been expanded to distinguish between cash inflows and outflows. Prior period comparatives for these line items have been revised to conform with current year presentation. In addition, a new line item, “Derivative financial instruments”, has been introduced to cash flow from


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		20

financing activities. Overall, the revisions do not have an impact on cash flow from operating activities, cash flow from investing activities or cash flow from financing activities, as previously published.

8.	Adoption of IFRS 16 *Leases*

IFRS 16 was adopted with effect from January 1, 2019. Under the new standard, all lease contracts, with limited exceptions, are recognised in the financial statements by way of right-of-use assets and corresponding lease liabilities. Shell applied the modified retrospective transition method, and consequently comparative information is not restated. As a practical expedient, no reassessment was performed of contracts that were previously identified as leases and contracts that were not previously identified as containing a lease applying IAS 17 Leases and IFRIC 4 Determining whether an Arrangement contains a Lease. At January 1, 2019, additional lease liabilities were recognised for leases previously classified as operating leases applying IAS 17. These lease liabilities were measured at the present value of the remaining lease payments, discounted using entity-specific incremental borrowing rates at January 1, 2019. In general, a corresponding right-of-use asset was recognised for an amount equal to each lease liability, adjusted by the amount of any prepaid or accrued lease payment relating to the specific lease contract, as recognised on the balance sheet at December 31, 2018. Provisions for onerous lease contracts at December 31, 2018 were adjusted to the respective right-of-use assets recognised at January 1, 2019. The reconciliation of differences between the operating lease commitments disclosed under the prior standard and the additional lease liabilities recognised on the balance sheet at January 1, 2019 is as follows:


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		21

LEASE LIABILITIES RECONCILIATION


$ million
Undiscounted future minimum lease payments under operating leases at December 31, 2018	24,219
Impact of discounting¹	(5,167	)
Leases not yet commenced at January 1, 2019	(2,586	)
Short-term leases²	(277	)
Long-term leases expiring before December 31, 2019²	(192	)
Other reconciling items (net)	40

Additional lease liability at January 1, 2019	16,037

Finance lease liability at December 31, 2018	14,026

Total lease liability at January 1, 2019	30,063

^1.

Under the modified retrospective transition method, lease payments were discounted at January 1, 2019 using an incremental borrowing rate representing the rate of interest that the entity within Shell that entered into the lease would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The incremental borrowing rate applied to each lease was determined taking into account the risk-free rate, adjusted for factors such as the credit rating of the contracting entity and the terms and conditions of the lease. The weighted average incremental borrowing rate applied by Shell upon transition was 7.2%.

^2.	Shell has applied the practical expedient to classify leases for which the lease term ends within 12 months of the date of initial application of IFRS 16 as short-term leases. Shell has also applied the recognition exemption for short-term leases.

Compared with the previous accounting for operating leases under IAS 17, the application of the new standard has a significant impact on the classification of expenditures and cash flows. It also impacts the timing of expenses recognised in the statement of income.

With effect from 2019, expenses related to leases previously classified as operating leases are presented under Depreciation, depletion and amortisation and Interest expense (in 2018 these were mainly reported in Purchases, Production and manufacturing expenses, and Selling, distribution and administrative expenses).

With effect from 2019, payments related to leases previously classified as operating leases are presented under Cash flow from financing activities (in 2018 these were reported in Cash flow from operating activities and Cash flow from investing activities).

The adoption of the new standard had an accumulated impact of $4 million in equity following the recognition of lease liabilities of $16,037 million and additional right-of-use assets of $15,558 million and reclassifications mainly related to pre-paid leases and onerous contracts previously recognised.

The detailed impact on the balance sheet at January 1, 2019, is as follows:


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		22

CONDENSED CONSOLIDATED BALANCE SHEET


	$ million
	December 31, 2018		IFRS 16 impact			January 1, 2019
Assets
Non-current assets
Intangible assets		23,586					23,586
Property, plant and equipment		223,175		15,558			238,733
Joint ventures and associates		25,329					25,329
Investments in securities		3,074					3,074
Deferred tax		12,097					12,097
Retirement benefits		6,051					6,051
Trade and other receivables¹		7,826		(814	)		7,012
Derivative financial instruments⁴		574					574

		301,712		14,744			316,456

Current assets
Inventories		21,117					21,117
Trade and other receivables		42,431		69			42,500
Derivative financial instruments⁴		7,193					7,193
Cash and cash equivalents		26,741					26,741

		97,482		69			97,551

Total assets		399,194		14,813			414,007

Liabilities
Non-current liabilities
Debt		66,690		13,125			79,815
Trade and other payables²		2,735		(540	)		2,195
Derivative financial instruments⁴		1,399					1,399
Deferred tax		14,837					14,837
Retirement benefits		11,653					11,653
Decommissioning and other provisions³		21,533		(347	)		21,186

		118,847		12,238			131,085

Current liabilities
Debt		10,134		2,912			13,046
Trade and other payables		48,888		(23	)		48,865
Derivative financial instruments⁴		7,184					7,184
Taxes payable		7,497					7,497
Retirement benefits		451					451
Decommissioning and other provisions³		3,659		(318	)		3,341

		77,813		2,571			80,384

Total liabilities		196,660		14,809			211,469

Equity attributable to Royal Dutch Shell plc shareholders		198,646		4			198,650
Non-controlling interest		3,888					3,888

Total equity		202,534		4			202,538

Total liabilities and equity		399,194		14,813			414,007

^1.	Mainly in respect of pre-paid leases.

^2.	Mainly related to operating lease contracts that were measured at fair value under IFRS 3 Business Combinations following the acquisition of BG in 2016.

^3.	Mainly in respect of onerous contracts.

^4.	See Note 6 “Derivative financial instruments and debt excluding lease liabilities”.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		23

ALTERNATIVE PERFORMANCE (NON-GAAP) MEASURES

Impact of IFRS 16 Leases

IFRS 16 Leases primarily impacts the following key measures of Shell’s financial performance: Segment earnings; Cash flow from operating activities; Cash flow from operating activities excluding working capital movements; Free cash flow; Capital investment and Cash capital expenditure; Operating expenses; Gearing; and Return on average capital employed.

As explained in Note 8 “Adoption of IFRS 16 Leases”, in accordance with Shell’s use of the modified retrospective transition method, comparative information for prior years is not restated, and continues to be presented as reported under IAS 17.

Additional information is provided in this section of the report to provide indicative impacts of Shell’s transition from IAS 17 to IFRS 16. In addition to the IFRS 16 reported basis, impacted Alternative Performance Measures are presented on an IAS 17 basis, to enable like-for-like comparisons between 2019 and 2018. For 2019, information on an IAS 17 basis represents estimates for the purpose of transition.

A.	Identified items

Identified items comprise: divestment gains and losses, impairments, fair value accounting of commodity derivatives and certain gas contracts, redundancy and restructuring, the impact of exchange rate movements on certain deferred tax balances, and other items. These items, either individually or collectively, can cause volatility to net income, in some cases driven by external factors, which may hinder the comparative understanding of Shell’s financial results from period to period. The impact of identified items on Shell’s CCS earnings is shown as follows:


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		24

IDENTIFIED ITEMS


Quarters									$ million	Nine months
Q3 2019			Q2 2019			Q3 2018				2019			2018
									Identified items before tax
	2,039			379			163		- Divestment gains/(losses)		2,483			2,356
	(509	)		(672	)		253		- Impairments		(1,214	)		(582	)
	47			12			(239	)	- Fair value accounting of commodity derivatives and certain gas contracts		(14	)		(494	)
	6			(27	)		(68	)	- Redundancy and restructuring		(74	)		(171	)
	—			(437	)		(9	)	- Other		(437	)		51

	1,584			(746	)		100		Total identified items before tax		744			1,160


									Tax impact
	(283	)		(123	)		(41	)	- Divestment gains/(losses)		(425	)		(207	)
	79			226			(143	)	- Impairments		293			(114	)
	44			(10	)		70		- Fair value accounting of commodity derivatives and certain gas contracts		137			190
	(4	)		14			10		- Redundancy and restructuring		30			57
	(106	)		16			(52	)	- Impact of exchange rate movements on tax balances		(98	)		(357	)
	—			208			2		- Other		208			54

	(271	)		331			(154	)	Total tax impact		146			(377	)


									Identified items after tax
	1,756			256			122		- Divestment gains/(losses)		2,058			2,149
	(430	)		(446	)		110		- Impairments		(921	)		(696	)
	91			1			(169	)	- Fair value accounting of commodity derivatives and certain gas contracts		124			(304	)
	2			(13	)		(58	)	- Redundancy and restructuring		(43	)		(114	)
	(106	)		16			(52	)	- Impact of exchange rate movements on tax balances		(98	)		(357	)
	—			(229	)		(7	)	- Other		(229	)		105

	1,313			(415	)		(54	)	Impact on CCS earnings		890			783

									Of which:
	(77	)		(386	)		(176	)	Integrated Gas		(237	)		829
	815			219			363		Upstream		1,015			303
	421			(266	)		(301	)	Downstream		(73	)		(753	)
	154			18			60		Corporate		185			404
	—			22			—		Impact on CCS earnings attributable to non-controlling interest		22			—

	1,313			(437	)		(54	)	Impact on CCS earnings attributable to shareholders		868			783

The reconciliation from income attributable to RDS plc shareholders to CCS earnings attributable to RDS plc shareholders excluding identified items is shown on page 6.

The categories above represent the nature of the items identified irrespective of whether the items relate to Shell subsidiaries or joint ventures and associates. The after-tax impact of identified items of joint ventures and associates is fully reported within “Share of profit of joint ventures and associates” in the Consolidated Statement of Income, and fully reported as “identified items before tax” 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 G).

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


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		25

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.

Impacts of exchange rate movements on tax balances represent the impact on tax balances of exchange rate movements arising on (a) the conversion to dollars of the local currency tax base of non-monetary assets and liabilities, as well as losses 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 Shell’s management assesses should be excluded to provide additional insight, such as the impact arising from changes in tax legislation and certain provisions for onerous contracts or litigation.

B.	Basic CCS earnings per share

Basic CCS earnings per share is calculated as CCS earnings attributable to Royal Dutch Shell plc shareholders (see Note 2), divided by the weighted average number of shares used as the basis for basic earnings per share (see Note 3).

C.	Capital investment and Cash capital expenditure

Capital investment is a measure used to make decisions about allocating resources and assessing performance. It comprises Capital expenditure, Investments in joint ventures and associates and Investments in equity securities, exploration expense excluding well write-offs, leases recognised in the period and other adjustments.

The definition reflects two changes with effect from January 1, 2019, for simplicity reasons. Firstly, “Investments in equity securities” now includes investments under the Corporate segment and is aligned with the line introduced in the Consolidated Statement of Cash Flows from January 1, 2019. Secondly, the adjustments previously made to bring the Capital investment measure onto an accruals basis no longer apply. Comparative information has been revised.

“Cash capital expenditure” was introduced with effect from January 1, 2019, to monitor investing activities on a cash basis, excluding items such as lease additions which do not necessarily result in cash outflows in the period. The measure comprises the following lines from the Consolidated Statement of Cash flows: Capital expenditure, Investments in joint ventures and associates and Investments in equity securities.

The reconciliation of “Capital expenditure” to “Cash capital expenditure” and “Capital investment” is as follows. Information for 2019 is also presented on an “IAS 17 basis” to enable like-for-like performance comparisons with 2018.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		26


Quarters												$ million	Nine months
Q3 2019			Q3 2019			Q2 2019			Q3 2018				2019			2019			2018
As Reported			IAS 17 basis			As revised			As revised				As Reported			IAS 17 basis			As revised

	5,992			6,155			5,150			5,800		Capital expenditure		16,264			16,688			15,864
	30			30			160			78		Investments in joint ventures and associates		631			631			672
	76			76			26			24		Investments in equity securities		141			141			112

	6,098			6,260			5,337			5,902		Cash capital expenditure		17,036			17,460			16,648
												Of which:
	894			898			738			688		Integrated Gas		2,976			2,979			2,558
	2,639			2,798			2,342			3,323		Upstream		7,482			7,900			8,946
	2,454			2,454			2,176			1,817		Downstream		6,301			6,304			4,990
	111			111			81			75		Corporate		277			277			155

	244			244			237			172		Exploration expense, excluding exploration wells written off		668			668			489
	1,902			1,370			773			184		Leases recognised in the period		3,634			1,511			403
	(484	)		(484	)		(7	)		(541	)	Other adjustments		(553	)		(553	)		(541	)

	7,759			7,390			6,341			5,717		Capital investment		20,785			19,086			16,999
												Of which:
	2,303			2,294			836			864		Integrated Gas		5,103			4,557			2,908
	2,452			2,530			2,700			2,918		Upstream		7,889			7,920			8,799
	2,870			2,455			2,731			1,859		Downstream		7,471			6,332			5,136
	134			111			73			75		Corporate		322			277			156

D.	Divestments

Following completion of the $30 billion divestment programme for 2016-18, the Divestments measure was discontinued with effect from January 1, 2019.

E.	Return on average capital employed

Return on average capital employed (ROACE) measures the efficiency of Shell’s utilisation of the capital that it employs. Shell uses two ROACE measures: ROACE on a Net income basis and ROACE on a CCS basis excluding identified items.

Both measures refer to Capital employed which consists of total equity, current debt and non-current debt. Information for 2019 is also presented on an “IAS 17 basis” to enable like-for-like performance comparisons with 2018.

ROACE on a Net income basis

In this calculation, the sum of income for the current and previous three quarters, adjusted for after-tax interest expense, is expressed as a percentage of the average capital employed for the same period. The after-tax interest expense is calculated using the effective tax rate for the same period.


$ million	Quarters
	Q3 2019			Q3 2019			Q2 2019			Q3 2018
	As reported			IAS 17 basis			As reported			As reported
Income - current and previous three quarters		20,989			21,148			21,006			22,197
Interest expense after tax - current and previous three quarters		3,115			2,640			2,819			2,434

Income before interest expense - current and previous three quarters		24,105			23,788			23,825			24,632

Capital employed – opening		279,864			279,864			281,711			286,889
Capital employed – closing		281,505			265,935			288,900			279,864

Capital employed – average		280,684			272,900			285,306			283,376

ROACE on a Net income basis		8.6	%		8.7	%		8.4	%		8.7	%


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		27

ROACE on a CCS basis excluding identified items

In this calculation, the sum of CCS earnings excluding identified items for the current and previous three quarters, adjusted for after-tax interest expense, is expressed as a percentage of the average capital employed for the same period. The after-tax interest expense is calculated using the effective tax rate for the same period.

This definition reflects two changes with effect from January 1, 2019. Firstly, the calculation considers “CCS earnings excluding identified items” instead of “CCS earnings attributable to Royal Dutch Shell plc shareholders excluding identified items” used under the previous definition. This change ensures consistency with the basis for average capital employed. Secondly, the calculation adds back the after-tax interest expense. This change is made for consistency with peers. Comparative information has been revised.

$ million

Quarters

Q3 2019

Q2 2019

Q3 2018

As
reported

IAS 17
basis

As
revised

CCS earnings – current and previous three quarters

22,284

22,443

21,794

20,086

Identified items – current and previous three quarters

2,536

1,169

(438

)

Interest expense after tax – current and previous three quarters

3,115

2,640

2,819

2,434

CCS earnings excluding identified items before interest expense – current and previous three quarters

22,864

22,547

23,444

22,958

Capital employed – average

280,684

272,900

285,306

283,376

ROACE on a CCS basis excluding identified items

8.1

8.3

8.2

8.1

F.	Gearing

Gearing is a key measure of Shell’s capital structure and is defined as net debt as a percentage of total capital. 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 risks 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.

Information for 2019 is also presented on an “IAS 17 basis” to enable like-for-like performance comparisons with 2018.


$ million	Quarters
	Q3 2019			Q3 2019			Q2 2019			Q3 2018
	As reported			IAS 17 basis			As reported			As reported
Current debt		12,812			9,596			16,617			13,923
Non-current debt		76,112			63,762			76,029			64,455

Total debt¹		88,924			73,358			92,646			78,378

Add: Debt-related derivative financial instruments: net liability/(asset)		1,013			1,013			634			1,247

Add: Collateral on debt-related derivatives: net liability/(asset)		148			148			78			—

Less: Cash and cash equivalents		(15,417	)		(15,417	)		(18,470	)		(19,112	)

Net debt		74,668			59,102			74,887			60,513

Add: Total equity		192,580			192,577			196,254			201,486

Total capital		267,249			251,679			271,142			261,999

Gearing		27.9	%		23.5	%		27.6	%		23.1	%

^1.	Includes lease liabilities of $31,085 million at September 30, 2019, $30,758 million at June 30, 2019, and finance lease liabilities of $14,277 million at September 30, 2018.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		28

G.	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. Underlying operating expenses measures Shell’s total operating expenses performance excluding identified items.

Information for 2019 is also presented on an “IAS 17 basis” to enable like-for-like performance comparisons with 2018.


Quarters										$ million	Nine months
Q3 2019		Q3 2019		Q2 2019			Q3 2018				2019			2019			2018
As reported		IAS 17 basis		As reported			As reported				As reported			IAS 17 basis			As reported
	6,002				6,835			6,256		Production and manufacturing expenses		19,191						20,167
	2,429				2,881			2,829		Selling, distribution and administrative expenses		7,662						8,198
	219				225			227		Research and development		656						672

	8,650		9,163		9,941			9,312		Operating expenses		27,509			28,871			29,037

										Of which identified items:
	7		7		(27	)		(64	)	(Redundancy and restructuring charges)/reversal		(72	)		(72	)		(159	)
	—		—		(306	)		—		(Provisions)/reversal		(306	)		(306	)		—
	—		—		(131	)		—		Other		(131	)		(131	)		—

	7		7		(464	)		(64	)			(509	)		(509	)		(159	)

	8,657		9,170		9,477			9,248		Underlying operating expenses		27,000			28,362			28,878

H.	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 businesses. 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.

Information for 2019 is also presented on an “IAS 17 basis” to enable like-for-like performance comparisons with 2018.


Quarters												$ million	Nine months
Q3 2019			Q3 2019			Q2 2019			Q3 2018				2019			2019			2018
As reported			IAS 17 basis			As reported			As reported				As reported			IAS 17 basis			As reported
	12,252			11,285			11,031			12,092		Cash flow from operating activities		31,913			29,087			31,064
	(2,130	)		(2,292	)		(4,166	)		(4,082	)	Cash flow from investing activities		(10,918	)		(11,342	)		(8,347	)

	10,122			8,993			6,865			8,010		Free cash flow		20,995			17,746			22,717

	3,979			3,979			763			1,355		Less: Cash inflows related to divestments¹		5,736			5,736			7,927

	4			4			77			—		Add: Tax paid on divestments (reported under “Other investing cash outflows”)		80			80			45

	484			484			7			883		Add: Cash outflows related to inorganic capital expenditure²		849			849			1,669

	6,630			5,501			6,186			7,538		Organic free cash flow³		16,189			12,939			16,504

^1.	Cash inflows related to divestments includes Proceeds from sale of property, plant and equipment and businesses, Proceeds from sale of joint ventures and associates, and Proceeds from sale of equity securities as reported in the Consolidated Statement of Cash Flows.

^2.	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.

^3.	Free cash flow less inflows related to divestments, adding back outflows related to inorganic expenditure.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		29

I.	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.

Information for 2019 is also presented on an “IAS 17 basis” to enable like-for-like performance comparisons with 2018.


Quarters												$ million	Nine months
Q3 2019			Q3 2019			Q2 2019			Q3 2018				2019			2019			2018
As reported			IAS 17 basis			As reported			As reported				As reported			IAS 17 basis			As reported
	12,252			11,285			11,031			12,092		Cash flow from operating activities		31,913			29,087			31,064

												Of which:
	4,224			3,939			3,403			3,320		Integrated Gas		11,854			11,015			8,831
	4,448			4,252			5,616			6,663		Upstream		15,343			14,746			15,792
	3,205			2,719			2,398			1,037		Downstream		4,992			3,602			5,134
	375			375			(385	)		1,072		Corporate		(276	)		(277	)		1,307

	813			813			(61	)		(1,693	)	- (Increase)/decrease in inventories		(2,089	)		(2,089	)		(4,871	)
	2,644			2,644			308			(2,722	)	- (Increase)/decrease in current receivables		1,527			1,527			(6,466	)
	(3,289	)		(3,289	)		321			1,788		- Increase/(decrease) in current payables		(2,184	)		(2,184	)		5,678

	168			168			569			(2,627	)	(Increase)/decrease in working capital		(2,746	)		(2,746	)		(5,659	)

	12,083			11,117			10,462			14,719		Cash flow from operating activities excluding working capital movements		34,658			31,833			36,723

												Of which:
	4,271			3,987			2,824			3,741		Integrated Gas		10,811			9,973			9,684
	4,722			4,526			5,378			7,294		Upstream		15,490			14,893			16,768
	3,169			2,683			2,462			2,923		Downstream		8,622			7,232			9,540
	(80	)		(80	)		(202	)		761		Corporate		(265	)		(265	)		731


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		30

CAUTIONARY STATEMENT

All amounts shown throughout this announcement are unaudited. All peak production figures in Portfolio Developments are quoted at 100% expected production. 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.

The companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate legal entities. In this announcement “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 Royal Dutch Shell plc and 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 Royal Dutch Shell plc either directly or indirectly has control. Entities and unincorporated arrangements over which Shell has joint control are generally referred to as “joint ventures” and “joint operations”, respectively. Entities over which Shell has significant influence but neither control nor joint control are referred to as “associates”. 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 US Private Securities Litigation Reform Act of 1995) 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 “aim”, “ambition”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “schedule”, “seek”, “should”, “target”, “will” 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 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, 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; and (m) 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 Royal Dutch Shell’s Form 20-F for the year ended December 31, 2018 (available at www.shell.com/investor 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, 2019. Neither Royal Dutch 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.

This Report contains references to Shell’s website. These references are for the readers’ convenience only. Shell is not incorporating by reference any information posted on www.shell.com.

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. US 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 announcement contains inside information.

October 31, 2019

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

Contacts:

•

Linda Coulter, Company Secretary

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Investor Relations: International + 31 (0) 70 377 4540; North America +1 832 337 2034

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

LEI number of Royal Dutch Shell plc: 21380068P1DRHMJ8KU70

Classification: Inside Information


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		31

APPENDIX

LIQUIDITY AND CAPITAL RESOURCES FOR THREE MONTHS ENDED SEPTEMBER 30, 2019

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Cash and cash equivalents decreased to $15.4 billion at September 30, 2019, from $18.5 billion at June 30, 2019.

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Cash flow from operating activities was an inflow of $12.3 billion for the third quarter 2019, mainly driven by third quarter earnings and a $0.2 billion positive movement in working capital.

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Cash flow from investing activities was an outflow of $2.1 billion, mainly driven by capital expenditure of $6.0 billion partially offset by proceeds from sale of property, plant and equipment and businesses of $2.9 billion.

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Cash flow from financing activities was an outflow of $13.0 billion, mainly driven by net repayments of debt of $5.0 billion, dividend payments to Royal Dutch Shell plc shareholders of $3.8 billion and repurchases of shares of $2.9 billion.

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Total current and non-current debt decreased to $88.9 billion at September 30, 2019 compared with $92.6 billion at June 30, 2019. Total debt excluding leases decreased by $4.0 billion and the carrying amount of leases increased by $0.3 billion. No debt was issued in the third quarter 2019 under the US shelf registration or Euro medium-term note programmes.

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Cash dividends paid to Royal Dutch Shell plc shareholders were $3.8 billion in the third quarter 2019 compared with $3.9 billion in the third quarter 2018.

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Dividends of $0.47 per share are announced on October 31, 2019, in respect of the third quarter 2019. These dividends are payable on December 18, 2019. In the case of B shares, the dividends will be payable through the dividend access mechanism and are expected to be treated as UK-source rather than Dutch-source. See the Annual Report and Form 20-F for the year ended December 31, 2018 for additional information on the dividend access mechanism.

LIQUIDITY AND CAPITAL RESOURCES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

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Cash and cash equivalents decreased to $15.4 billion at September 30, 2019, from $19.1 billion at September 30, 2018.

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Cash flow from operating activities was an inflow of $31.9 billion for the nine months ended September 30, 2019, mainly driven by earnings partially offset by a negative movement in working capital.

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Cash flow from investing activities was an outflow of $10.9 billion for the nine months ended September 30, 2019, mainly driven by capital expenditure of $16.3 billion partially offset by proceeds from sale of property, plant and equipment and businesses of $3.8 billion.

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Cash flow from financing activities was an outflow of $32.2 billion for the nine months ended September 30, 2019, mainly driven by dividend payments to Royal Dutch Shell plc shareholders of $11.5 billion, net repayments of debt of $9.0 billion, repurchases of shares of $7.3 billion.

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Total current and non-current debt increased to $88.9 billion at September 30, 2019, compared with $78.4 billion at September 30, 2018. Total debt excluding lease decreased by $6.3 billion and the carrying amount of leases increased by by $16.8 billion. No debt was issued during the nine months ended September 30, 2019 under the US shelf registration or Euro medium-term note programmes.

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Cash dividends paid to Royal Dutch Shell plc shareholders were $11.5 billion for the nine months ended September 30, 2019, compared with $11.8 billion for the same period last year.


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		32

CAPITALISATION AND INDEBTEDNESS

The following table sets out the unaudited consolidated combined capitalisation and indebtedness of Shell at September 30, 2019. This information is derived from the Unaudited Condensed Consolidated Interim Financial Statements.


CAPITALISATION AND INDEBTEDNESS	$ million
	September 30, 2019

Equity attributable to Royal Dutch Shell plc shareholders		188,617

Current debt		12,812
Non-current debt		76,112
Total debt^[A]		88,924
Total capitalisation		277,541

[A]

Of the total carrying amount of debt at September 30, 2019, $57.8 billion was unsecured, $31.1 billion was secured and $47.9 billion was issued by Shell International Finance B.V., a 100%-owned subsidiary of Royal Dutch Shell plc with its debt guaranteed by Royal Dutch Shell plc (December 31, 2018: $53.1 billion).


Royal Dutch Shell plc		Unaudited Condensed Interim Financial Report		33