Form 6-K
________________________________UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
December 2020
Commission File Number: 1-32575
________________________________
Royal Dutch Shell plc
(Exact name of registrant as specified in its charter)
________________________________
30, Carel van Bylandtlaan, 2596 HR The Hague
The Netherlands
(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 [ X ] 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): [ ]
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [ X ]
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
EXHIBIT 99.1
Shell fourth quarter 2020 update note The
Hague, December 21, 2020 − This is an update to the fourth quarter 2020 outlook provided in the third quarter results announcement on October 29, 2020. The impacts presented here may vary from the actual results and are subject to finalisation of the fourth quarter 2020 results. This update
note is presented based on prevailing commodity prices and forward curves, further movements
and volatility till the end of the year are likely to impact earnings and CFFO. Unless
otherwise indicated, presented impacts relate to Adjusted Earnings on a post-tax basis. INTEGRATED
GAS UPSTREAM OIL
PRODUCTS CHEMICALS CORPORATE OTHER Consensus The
consensus collection for quarterly Adjusted Earnings and CFFO excluding working capital
movements, managed by VARA research, is scheduled to be opened for submission on 13 January
2021, closed on 27 January 2021, and made public on 28 January 2021. Contacts
Media International: +44 (0) 207 934
5550 Media
Americas: +1 832 337 4355 Cautionary
Note 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 its subsidiaries in general or to those who work for them. These terms are also used
where no useful purpose is served by identifying the particular entity or entities. ‘‘Subsidiaries’’,
“Shell subsidiaries” and “Shell companies” as used in this announcement
refer to entities over which 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 the following forward-looking
Non-GAAP measure: Adjusted Earnings. We are unable to provide a reconciliation of the
above forward-looking Non-GAAP measures to the most comparable GAAP financial measures
because certain information needed to reconcile the above Non-GAAP measure to the most
comparable GAAP financial measure is dependent on future events some which are outside
the control of the company, such as oil and gas prices, interest rates and exchange rates.
Moreover, estimating such GAAP measures consistent with the company accounting policies
and the required precision necessary to provide a meaningful reconciliation is extremely
difficult and could not be accomplished without unreasonable effort. Non-GAAP measures
in respect of future periods which cannot be reconciled to the most comparable GAAP financial
measure are calculated in a manner which is consistent with the accounting policies applied
in Royal Dutch Shell plc’s financial statements. This
announcement contains forward-looking statements (within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995) concerning the financial condition, results
of operations and businesses of 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; (m) risks associated with the impact of pandemics, such as the COVID-19
(coronavirus) outbreak; and (n) changes in trading conditions. No assurance is provided
that future dividend payments will match or exceed previous dividend payments. All forward-looking
statements contained in this announcement are expressly qualified in their entirety by
the cautionary statements contained or referred to in this section. Readers should not
place undue reliance on forward-looking statements. Additional risk factors that may
affect future results are contained in Royal Dutch Shell’s Form 20-F for the year
ended December 31, 2019 (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, December 21, 2020. 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. We
may have used certain terms, such as resources, in this announcement that the United
States Securities and Exchange Commission (SEC) strictly prohibits us from including
in our filings with the SEC. Investors are urged to consider closely the disclosure in
our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov. LEI
number of Royal Dutch Shell plc: 21380068P1DRHMJ8KU70
This Report on Form 6-K is incorporated by reference into:
a) 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
b) the Registration Statements on Forms 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).
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) | ||
Date: December 21, 2020 | /s/ Anthony Clarke | |
Anthony Clarke | ||
Deputy Company Secretary | ||