6-K
 
 
FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For April 2009
Commission File Number: 1-32575
Royal Dutch Shell plc
(Exact name of registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organization)
30, Carel van Bylandtlaan, 2596 HR The Hague
The Netherlands
Tel No: (011 31 70) 377 9111

(Address of principal executive officers)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):                     
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):                     
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o                    No þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-                     
 
 

 


 

TABLE OF CONTENTS

SIGNATURES
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 month period ended March 31, 2009 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 month period ended March 31, 2009 and Operational and Financial Review and Results of Operations in respect of such period. The Unaudited Condensed Consolidated Interim Financial Statements, including condensed notes, are presented on the same basis that such was announced by press release on April 29, 2009, that was furnished to the Commission by the Registrant on Form 6-K. 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:
  a)   the Registration Statement on Form F-3 of Royal Dutch Shell plc and Shell International Finance B.V. (Registration Numbers 333-155201 and 333-155201-01); and
 
  b)   the Registration Statements on Forms S-8 of Royal Dutch Shell plc (Registration Numbers 333-126715 and 333-141397).

 


 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Royal Dutch Shell plc
(Registrant)
         
By:
  Michiel Brandjes /s/    
         
 
  Name: Michiel Brandjes    
 
  Title: Company Secretary    
Date: May 6, 2009

 

EX-99.1
Exhibit 99.1
Regulatory release
Three month period ended March 31, 2009
Unaudited Condensed Interim Financial Report
On April 29, 2009, Royal Dutch Shell plc (“Royal Dutch Shell”) released the Unaudited Condensed Interim Financial Report for the three-month period ended March 31, 2009 of Royal Dutch Shell and its consolidated subsidiaries (collectively, the “Shell group”). This report includes the Unaudited Condensed Consolidated Interim Financial Statements, including condensed notes, for the Shell group on the same basis that such information was announced by press release on April 29, 2009.
         
Contact — Investor Relations
       
Europe:
  Tjerk Huysinga   +31 70 377 4540
USA:
  Harold Hatchett   +1 212 218 3113
 
       
Contact — Media
       
Europe:
  Shell Media Contact   +31 70 377 3600

 

EX-99.2
Exhibit 99.2
Royal Dutch Shell plc
Three month period ended March 31, 2009
Unaudited Condensed Interim Financial Report

 


 

Contents
         
    Page  
UNAUDITED CONDENSED INTERIM FINANCIAL REPORT
    1  
BUSINESS REVIEW FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2009
    2  
CONDENSED CONSOLIDATED STATEMENT OF INCOME
    7  
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
    7  
CONDENSED CONSOLIDATED BALANCE SHEET
    8  
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
    9  
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
    10  
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    11  
APPENDIX
    13  

 


 

Unaudited Condensed Interim Financial Report
This report contains:
(1)   A Business Review with respect to Royal Dutch Shell plc, a publicly-listed company incorporated in England and Wales and headquartered and tax resident in the Netherlands (“Royal Dutch Shell”) and its consolidated subsidiaries (collectively, with Royal Dutch Shell, the “Shell group”) for the three month period ended March 31, 2009; and
 
(2)   Unaudited Condensed Consolidated Interim Financial Statements for the three-month period ended March 31, 2009 and 2008.
In this report “Shell”, and the “Shell group” are sometimes used for convenience where references are made to Royal Dutch Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to subsidiaries in general or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies. “Subsidiaries”, “Shell subsidiaries” and “Shell companies” as used in this report refer to companies over which Royal Dutch Shell either directly or indirectly has control, through a majority of the voting rights or the right to exercise control or to obtain the majority of the benefits and be exposed to the majority of the risks. The companies in which Shell has significant influence but not control are referred to as “associated companies” or “associates” and companies in which Shell has joint control are referred to as “jointly controlled entities”. Joint ventures are comprised of jointly controlled entities and jointly controlled assets. In this report, associates and jointly controlled entities are also referred to as “equity-accounted investments”. The term “Shell interest” is used for convenience to indicate the direct and/or indirect (for example, through our 34% shareholding in Woodside Petroleum Ltd.) ownership interest held by Shell in a venture, partnership or company, after exclusion of all third-party interest.
This report contains forward-looking statements concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “objectives”, “outlook”, “probably”, “project”, “will”, “seek”, “target”, “risks”, “goals”, “should” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this document, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserve estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, fiscal and regulatory developments including potential litigation and regulatory effects arising from recategorisation of reserves; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; and (m) changes in trading conditions. All forward-looking statements contained in this report are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in Royal Dutch Shell’s Form 20-F for the year ended December 31, 2008 (available at www.shell.com/investor and www.sec.gov). These factors also should be considered by the reader. Each forward-looking statement speaks only as of the date of this report, May 6, 2009. Neither Royal Dutch Shell nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this report.
Please refer to the Annual Report and Form 20-F for the year ended December 31, 2008 for a description of certain important factors, risks and uncertainties that may affect the businesses of Shell.
             
 
  Royal Dutch Shell plc        
 
  Unaudited Condensed Interim Financial Report     1  

 


 

Business Review for the three month period ended March 31, 2009
Presented under IFRS (unaudited)
                 
    Three months  
    ended March 31,  
    2009     2008  
     
Income for the period
    3,516       9,201  
Income attributable to minority interest
    28       118  
     
Income attributable to Royal Dutch Shell plc shareholders
    3,488       9,083  
     
THREE MONTHS ENDED MARCH 31, 2009
Shell’s income for the three months ended March 31, 2009 was $3,516 million, a decrease of 62% compared to 2008 reflecting lower earnings in all segments.
Exploration & Production
Segment earnings were $1,697 million compared to $5,143 million a year ago. Earnings in the first quarter of 2009 included a net gain of $345 million reflecting gains from divestments of $65 million, tax credits of $235 million and a gain of $96 million related to the mark-to-market valuation of certain UK gas contracts, which were partly offset by a charge related to a pension adjustment for inflation in the USA of $51 million. Earnings in the first quarter 2008 included a net charge of $66 million, reflecting gains from divestments of $84 million, offset by a charge of $150 million related to the mark-to-market valuation of certain UK gas contracts.
Earnings, when compared to the first quarter 2008, reflected the impact of lower oil and gas prices on revenues, lower oil production volumes, higher exploration expenses, mainly related to on going amortisation of leasehold licence costs, and non-cash pension charges, which were partly offset by lower royalty expenses.
Global liquids realisations were 54% lower than in the first quarter 2008. Global gas realisations were 15% lower than a year ago. Outside the USA, gas realisations decreased by 2% whereas in the USA gas realisations decreased by 50%.
First quarter 2009 production (excluding oil sands bitumen production) was 3,321 thousand barrels of oil equivalent per day (boe/d) compared to 3,438 thousand boe/d a year ago. Crude oil production was down 7% and natural gas production was in line with the first quarter 2008. Upstream oil and gas volumes were impacted by ongoing security challenges in Nigeria, OPEC quota restrictions and weakening industrial demand for natural gas.
Underlying production, compared to the first quarter 2008, mainly increased by some 200 thousand boe/d from new fields start-ups and the continuing ramp-up of fields started up in recent years, more than offsetting field declines.
Gas & Power
Segment earnings were $514 million compared to $948 million a year ago. Earnings in the first quarter of 2009 included a charge of $15 million related to a pension adjustment for inflation in the USA of $14 million and a charge of $1 million related to the mark-to-market valuation of certain gas contracts. Earnings in the first quarter 2008 included a charge of $11 million related to the mark-to-market valuation impact of certain gas contracts.
Earnings, when compared to the first quarter 2008, mainly reflected lower LNG earnings, reduced gas-to-liquids product prices, lower natural gas and power trading contributions and non-cash pension charges.
             
 
  Royal Dutch Shell plc        
 
  Unaudited Condensed Interim Financial Report     2  

 


 

LNG earnings were lower than in the same quarter last year reflecting lower LNG sales volumes and the impact of lower oil prices on LNG revenues. In addition, lower dividends were received from an LNG venture due to payment timing differences. These were partly offset by higher income from LNG cargo diversion opportunities and the benefit of recent sales contract renegotiations.
LNG sales volumes of 3.06 million tonnes were 13% lower than in the same quarter a year ago. Compared to the first quarter 2008, volumes increased following the start-up of Train 5 at the North West Shelf project and the start-up of the Sakhalin II LNG production. This growth was more than offset by lower volumes from Nigeria LNG due to natural gas supply disruptions. Excluding the impacts from the security situation in Nigeria, LNG sales volumes were broadly similar compared to the same quarter last year.
Natural gas and power marketing and trading earnings were lower than in the same quarter a year ago, reflecting increased contributions from Europe, which were more than offset by reduced earnings in North America.
Oil Sands
Segment earnings were a loss of $42 million compared to earnings of $249 million in the same quarter last year, reflecting the impact of lower oil prices on revenues, higher operating costs, higher royalty expenses and non-cash pension charges, which were partly offset by higher underlying production volumes.
Bitumen production compared to the same quarter last year decreased by 11%. Bitumen production, excluding the one-off effect of the royalty revision in the first quarter 2008, resulted in an increase of the underlying production of 4%. Upgrader availability was 96% compared to 94% in the same quarter last year.
Oil Products
Segment earnings were $1,396 million, compared to $2,367 million for the same period last year. Earnings in the first quarter of 2009 included a charge of $136 million, reflecting a pension adjustment for inflation in the USA of $80 million and tax charges of $56 million.
In the first quarter earnings benefited primarily from increasing crude prices on inventory by $304 million compared to a benefit of $1,173 million in the first quarter of 2008. After taking into account the impact of increasing crude prices on inventory, earnings were $1,092 million compared to $1,194 million in the first quarter 2008, reflecting increased marketing earnings, lower refining earnings and non-cash pension charges.
Marketing earnings compared to the same period a year ago reflected lower oil products marketing sales volumes, as a consequence of a worldwide decline in demand, and lower retail and lubricants earnings, which were more than offset by higher trading and B2B contributions.
Oil products (marketing and trading) sales volumes decreased by 12% compared to the same quarter last year mainly as a result of reduced global demand. Marketing sales volumes were 6% lower than in the first quarter 2008. Excluding the impact of divestments, marketing sales volumes decreased by 3%.
Refining earnings compared to the first quarter 2008 reflected lower realised refining margins and lower refinery intake volumes, which were partly offset by lower operating costs.
             
 
  Royal Dutch Shell plc        
 
  Unaudited Condensed Interim Financial Report     3  

 


 

Industry refining margins compared to the same quarter a year ago were higher in the Asia-Pacific region and the US West Coast and lower in Europe and the US Gulf Coast.
Refining intake volumes decreased by 15% compared to the same quarter last year. Excluding the impact of divestments, intake volumes decreased by 7% mainly as a result of weaker market conditions. Refinery availability was in line with the first quarter of 2008 at 92%.
Chemicals
Segment losses were $182 million compared to earnings of $348 million for the same period last year. The loss included a charge of $19 million reflecting a pension adjustment for inflation in the USA.
Earnings were impacted by the effect of decreasing feedstock prices on inventory of $108 million compared to a benefit of $ 147 million in the first quarter of 2008. After taking into account the impact of change in feedstock prices, losses were $74 million compared to earnings of $201 million in the same quarter last year, reflecting lower sales volumes, lower realised margins, lower income from equity-accounted investments and higher operating costs primarily due to non-cash pension charges.
Sales volumes decreased by 21% compared to the first quarter 2008, mainly as a result of reduced global demand.
Chemicals manufacturing plant availability was 92%, 3% lower than in the first quarter 2008. The reduced global demand for chemicals products has significantly impacted the chemicals manufacturing plant utilisation rate, which dropped to 64% from 86% in the first quarter 2008.
Corporate
Segment earnings were $133 million compared to $146 million for the same period last year. Earnings included a gain of $162 million related to tax credits. Currency exchange losses in the first quarter 2009 were $46 million compared to losses of $62 million in the first quarter 2008.
Earnings, when compared to the first quarter 2008, reflected lower interest income and higher shareholder and other costs, which were partly offset by increased tax credits and reduced currency exchange rate losses.
PORTFOLIO DEVELOPMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2009
Exploration & Production
In Russia, the Sakhalin II project (Shell share 27.5%) delivered first gas production from the Lunskoye A platform and also commenced LNG exports. The Sakhalin II project is expected to deliver 395 thousand boe/d of peak production (100% basis) after full ramp-up.
In the USA, the final investment decision (FID) was taken on the Caesar Tonga project (Shell share 22.4%), with estimated peak production of 40 thousand boe/d (100% basis).
Also in the USA, Shell was the apparent highest bidder on 39 of 54 blocks in Lease Sale 208 in the Gulf of Mexico.
In Guyana, Shell acquired a 25% interest in the Stabroek exploration license covering an area of some 47 thousand km2.
In Abu Dhabi, Shell signed an agreement with Abu Dhabi National Oil Company (ADNOC) to extend the GASCO Joint Venture for a further twenty years. GASCO’s operations are mainly focused on gas processing and natural gas liquid (NGL) extraction.
             
 
  Royal Dutch Shell plc        
 
  Unaudited Condensed Interim Financial Report     4  

 


 

Gas & Power
In Russia, following the start-up of LNG production, the first LNG cargo was lifted from the Sakhalin II project (Shell share 27.5%), which will have an LNG capacity of 9.6 million tonnes per annum (100% basis) after full ramp-up.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow provided by operating activities in the three-month period to March 31, 2009 was $7.6 billion compared to $16.9 billion a year ago.
Capital investment for the three months ended March 31, 2009 was $7.1 billion of which $5.2 billion was invested in the Exploration & Production and Gas & Power segments. Capital investment in the same period of 2008 was $8.1 billion of which $6.4 billion was invested in the Exploration & Production and Gas & Power segments.
Gross proceeds from divestments in the three-month period to March 31, 2009 were $0.2 billion compared to $0.5 billion a year ago.
Dividends of $0.42 per share were declared on April 29, 2009 in respect of the first quarter. These dividends are payable on June 10, 2009. In the case of the Class 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 on Form 20-F for the year ended December 31, 2008 for additional information on the dividend access mechanism.
During the first quarter of 2009, Shell issued $6.4 billion of new debt with maturity periods ranging from 2012 through 2016. All debt was issued by Shell International Finance B.V. and guaranteed by Royal Dutch shell plc.
RECENT DEVELOPMENTS
On April 17, 2009, the United States Court of Appeals for the District of Columbia Circuit issued a decision in a lawsuit brought by an environmental group against the United States Department of the Interior (DOI) challenging the DOI's approval of offshore oil and gas leasing under the Outer Continental Shelf Lands Act for the period 2007-2012. The Court intends to vacate and remand the five-year leasing program to DOI for reconsideration. DOI may request the Court's reconsideration, may appeal the Court's decision, or may accept the decision as issued. We are evaluating, what, if any, impact this proceeding may have on leases we acquired under the leasing program.
             
 
  Royal Dutch Shell plc        
 
  Unaudited Condensed Interim Financial Report     5  

 


 

Royal Dutch Shell plc
Three month period ended March 31, 2009
Unaudited Condensed Consolidated Interim Financial Statements
 
             
 
  Royal Dutch Shell plc        
 
  Unaudited Condensed Interim Financial Report     6  

 


 

Condensed Consolidated Statement of Income
                 
    $ million  
    Three months ended March 31,  
    2009     2008  
Revenue[A]
    58,222       114,302  
Cost of sales
    49,245       96,780  
     
Gross profit
    8,977       17,522  
Selling, distribution and administrative expenses
    3,693       3,969  
Exploration
    496       325  
Share of profit of equity-accounted investments
    928       2,425  
Net finance costs and other (income)/expense
    (18 )     (53 )
     
Income before taxation
    5,734       15,706  
Taxation
    2,218       6,505  
     
Income for the period
    3,516       9,201  
 
               
Income attributable to minority interest
    28       118  
     
Income attributable to Royal Dutch Shell plc shareholders
    3,488       9,083  
 
               
Basic earnings per share (see Note 3)
    0.57       1.47  
Diluted earnings per share (see Note 3)
    0.57       1.46  
[A] Revenue is stated after deducting sales taxes, excise duties and similar levies of $17,555 in the first quarter 2009 and $22,920 in the first quarter 2008.
Condensed Consolidated Statement of Comprehensive Income
                 
    $ million  
    Three months ended March 31,  
    2009     2008  
Income for the period
    3,516       9,201  
Other comprehensive income, net of tax:
               
Currency translation differences
    (2,289 )     1,698  
Unrealised gains/(losses) on securities
    148       (106 )
Unrealised gains/(losses) on cash flow hedges
    (15 )     29  
     
Other comprehensive income
    (2,156 )     1,621  
     
Comprehensive income
    1,360       10,822  
     
Comprehensive income attributable to minority interest
    56       (83 )
 
               
     
Comprehensive income attributable to Royal Dutch Shell plc shareholders
    1,416       10,739  
The Notes on pages 11 to 12 are an integral part of these Condensed Consolidated Interim Financial Statements.
             
 
  Royal Dutch Shell plc        
 
  Unaudited Condensed Interim Financial Report     7  

 


 

Condensed Consolidated Balance Sheet
                 
            $ million  
    March 31, 2009     Dec 31, 2008  
     
ASSETS
               
Non-current assets
               
Intangible assets
    4,961       5,021  
Property, plant and equipment
    113,255       112,038  
Investments:
               
equity-accounted investments
    28,516       28,327  
financial assets
    4,092       4,065  
Deferred tax
    3,464       3,418  
Pre-paid pension costs
    5,575       6,198  
Other
    6,976       6,764  
     
 
    166,839       165,831  
Current assets
               
Inventories
    21,404       19,342  
Accounts receivable
    77,116       82,040  
Cash and cash equivalents
    15,961       15,188  
     
 
    114,481       116,570  
 
               
Total assets
    281,320       282,401  
     
 
               
LIABILITIES
               
Non current liabilities
               
Debt
    18,341       13,772  
Deferred tax
    12,778       12,518  
Retirement benefit obligations
    5,463       5,469  
Other provisions
    12,444       12,570  
Other
    3,642       3,677  
     
 
    52,668       48,006  
Current liabilities
               
Debt
    6,693       9,497  
Accounts payable and accrued liabilities
    81,554       85,091  
Taxes payable
    9,849       8,107  
Retirement benefit obligations
    386       383  
Other provisions
    2,229       2,451  
     
 
    100,711       105,529  
 
               
Total liabilities
    153,379       153,535  
     
 
               
EQUITY
               
Equity attributable to Royal Dutch Shell plc shareholders
    126,434       127,285  
Minority interest
    1,507       1,581  
     
Total equity
    127,941       128,866  
 
               
Total liabilities and equity
    281,320       282,401  
     
The Notes on pages 11 to 12 are an integral part of these Condensed Consolidated Interim Financial Statements.
             
 
  Royal Dutch Shell plc        
 
  Unaudited Condensed Interim Financial Report     8  

 


 

Condensed Consolidated Statement of Changes in Equity
                                                         
                                                    $ million  
    Equity attributable to Royal Dutch Shell plc shareholders
                                               
    Ordinary     Treasury     Other     Retained             Minority          
    share capital     shares     reserves[A]     earnings     Total     interest     Total equity
At January 1, 2009
    527       (1,867 )     3,178       125,447       127,285       1,581       128,866  
 
                                                       
Comprehensive income
                (2,072 )     3,488       1,416       (56 )     1,360  
Capital contributions from minority shareholders and other changes in minority interest
                                  12       12  
Dividends paid
                      (2,405 )     (2,405 )     (30 )     (2,435 )
Treasury shares: net sales/(purchases) and dividends received
          136                   136             136  
Repurchases of shares
                                        --  
Share-based compensation
                (57 )     59       2             2  
     
At March 31, 2009
    527       (1,731 )     1,049       126,589       126,434       1,507       127,941  
     
 
                                                       
At January 1, 2008
    536       (2,392 )     14,148       111,668       123,960       2,008       125,968  
 
                                                       
Comprehensive income
                1,656       9,083       10,739       83       10,822  
Capital contributions from minority shareholders and other changes in minority interest
                                  (7 )     (7 )
Dividends paid
                      (2,329 )     (2,329 )     (51 )     (2,380 )
Treasury shares: net sales/(purchases) and dividends received
          200                   200             200  
Repurchases of shares
    (2 )           2       (1,327 )     (1,327 )             (1,327 )
Share-based compensation
                (113 )           (113 )           (113 )
At March 31, 2008
    534       (2,192 )     15,693       117,095       131,130       2,033       133,163  
[A] See Note 2.
The Notes on pages 11 to 12 are an integral part of these Condensed Consolidated Interim Financial Statements.
             
 
  Royal Dutch Shell plc        
 
  Unaudited Condensed Interim Financial Report     9  

 


 

Condensed Consolidated Statement of Cash Flows
                 
            $ million  
    Three months ended March 31,  
    2009     2008  
     
Cash flow from operating activities:
               
Income for the period
    3,516       9,201  
Adjustment for:
               
Current taxation
    1,844       6,405  
Interest (income)/expense
    330       178  
Depreciation, depletion and amortisation
    3,090       3,146  
(Gains)/losses on sale of assets
    (147 )     (281 )
Decrease/(increase) in net working capital
    (365 )     2,784  
Share of profit of equity-accounted investments
    (928 )     (2,425 )
Dividends received from equity-accounted investments
    977       1,752  
Deferred taxation and other provisions
    365       322  
Other
    141       94  
     
Net cash from operating activities (pre-tax)
    8,823       21,176  
Taxation paid
    (1,264 )     (4,314 )
     
Net cash from operating activities
    7,559       16,862  
     
Cash flow from investing activities:
               
Capital expenditure
    (5,985 )     (7,429 )
Investments in equity-accounted investments
    (436 )     (616 )
Proceeds from sale of assets
    204       445  
Proceeds from sale of equity-accounted investments
    17       61  
Proceeds from sale of/(additions to) financial assets
    6       10  
Interest received
    101       285  
     
Net cash used in investing activities
    (6,093 )     (7,244 )
     
Cash flow from financing activities:
               
Net increase/(decrease) in debt with maturity period within three months
    (3,588 )     (863 )
Other debt:
               
New borrowings
    6,884       185  
Repayments
    (1,386 )     (664 )
Interest paid
    (262 )     (298 )
Change in minority interest
    12       (7 )
Dividends paid to:
               
Royal Dutch Shell plc shareholders
    (2,405 )     (2,329 )
Minority interest
    (30 )     (51 )
Repurchases of shares
          (1,073 )
Treasury shares: net sales/(purchases) and dividends received
    136       200  
     
Net cash used in financing activities
    (639 )     (4,900 )
     
Currency translation differences relating to cash and cash equivalents
    (54 )     43  
     
Increase in cash and cash equivalents
    773       4,761  
Cash and cash equivalents at January 1
    15,188       9,656  
     
Cash and cash equivalents at March 31
    15,961       14,417  
     
The Notes on pages 11 to 12 are an integral part of these Condensed Consolidated Interim Financial Statements.
             
 
  Royal Dutch Shell plc        
 
  Unaudited Condensed Interim Financial Report     10  

 


 

Notes to the Condensed Consolidated Interim Financial Statements
1. Basis of preparation
These Condensed Consolidated Interim Financial Statements of Royal Dutch Shell plc and its subsidiaries (collectively known as “Shell” or the “Shell group”) are prepared on the same basis as, and should be read in conjunction with, the Annual Report on Form 20-F for the year ended December 31, 2008 (pages 118 to 122) as filed with the Securities and Exchange Commission, except for the adoption of revised IAS 1 “Presentation of Financial Statements” with effect from January 1, 2009. Revised IAS 1 requires the presentation of a statement of comprehensive income and minor changes to the statement of changes in equity; there is no impact on Shell’s reported income or equity.
The three-month period ended March 31, 2009 Condensed Consolidated Interim Financial Statements of Royal Dutch Shell plc and its subsidiaries have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting”.
These Condensed Consolidated Interim Financial Statements are unaudited; however, in the opinion of Shell, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods.
2. Other reserves
                                                 
                                            $ million  
                              Accumulated        
            Capital                 other        
    Merger     redemption     Share premium     Share plan     comprehensive        
    reserve[A]     reserve     reserve     reserve     income     Total  
     
At January 1, 2009
    3,444       57       154       1,192       1,669       3,178  
 
                                               
Other comprehensive income attributable to Royal Dutch Shell plc shareholders
                            (2,072 )     (2,072 )
Repurchases of shares
                                   
Share-based compensation
                      (57 )           (57 )
At March 31, 2009
    3,444       57       154       1,135       (3,741 )     1,049  
     
 
                                               
At January 1, 2008
    3,444       48       154       1,122       9,380       14,148  
 
                                               
Other comprehensive income attributable to Royal Dutch Shell plc shareholders
                            1,656       1,656  
Repurchases of shares
          2                         2  
Share-based compensation
                      (113 )           (113 )
At March 31, 2008
    3,444       50       154       1,009       11,036       15,693  
     
[A] The merger reserve was established in 2005, when Royal Dutch Shell plc (“Royal Dutch Shell”) became the single parent company of Royal Dutch Petroleum Company (“Royal Dutch”) and of The Shell Transport and Trading Company Limited (previously known as The “Shell” Transport and Trading Company, p.l.c.) (“Shell Transport”) the two former public parent companies of the Group. It relates primarily to the difference between the nominal value of Royal Dutch Shell shares issued and the nominal value of Royal Dutch and Shell Transport shares received.
3. Earnings per share
                           
           
    Income attributable to                    
    Royal Dutch Shell plc       Basic weighted average     Diluted weighted  
    shareholders       number of Class A and     average number of  
Three months ended March 31,   $ million       B shares     Class A and B shares  
       
2009
    3,488         6,121,604,445       6,124,490,679  
2008
    9,083         6,195,530,313       6,211,424,319  
             
 
  Royal Dutch Shell plc        
 
  Unaudited Condensed Interim Financial Report     11  

 


 

4. Information by business segment
Three months ended March 31, 2009
                                                                 
                                                            $ million  
    Exploration &                                            
    Production     Gas & Power     Oil Sands     Oil Products     Chemicals     Corporate     Eliminations     Total  
     
Revenue
                                                               
Third party
    2,934       5,442       5       45,281       4,532       28               58,222  
Inter-segment
    6,150       147       373       353       599             (7,622 )      
     
Total
    9,084       5,589       378       45,634       5,131       28       (7,622 )     58,222  
 
                                                               
Segment earnings
    1,697       514       (42 )     1,396       (182 )     133               3,516  
Three months ended March 31, 2008
                                                                 
    Exploration &                                            
    Production     Gas & Power     Oil Sands     Oil Products     Chemicals     Corporate     Eliminations     Total  
     
Revenue
                                                               
Third party
    4,878       6,226       507       90,579       12,100       12               114,302  
Inter-segment
    10,902       320       616       1,030       1,503               (14,371 )      
     
Total
    15,780       6,546       1,123       91,609       13,603       12       (14,371 )     114,302  
 
                                                               
Segment earnings
    5,143       948       249       2,367       348       146               9,201  
5. Ordinary share capital
                 
            $ million  
    March 31, 2009     Dec 31, 2008  
     
Issued and fully paid
               
Class A ordinary shares
    300       300  
Class B ordinary shares
    227       227  
Sterling deferred
    [A]       [A]  
     
 
    527       527  
     
[A] Less than $1 million
             
 
  Royal Dutch Shell plc        
 
  Unaudited Condensed Interim Financial Report     12  

 


 

Appendix
Ratio of earnings to fixed charges
The following table sets out, on an IFRS basis for the years ended December 31, 2005, 2006, 2007 and 2008 and the three months ended March 31, 2009, the consolidated unaudited ratio of earnings to fixed charges of Royal Dutch Shell. The comparative annual information is derived from the consolidated financial statements of Royal Dutch Shell contained in the Annual Report on Form 20-F for the year ended December 31, 2008
                                         
    Three months ended        
    March 31, Years ending December 31,  
    2009     2008     2007     2006     2005  
     
Pre-tax income from continuing operations before income from equity-accounted investments
    4,806       43,374       42,342       37,957       37,444  
Total fixed charges
    623       2,689       2,380       2,258       1,958  
Distributed income from equity-accounted investments
    977       9,325       6,955       5,488       6,709  
Less: interest capitalised
    247       870       667       564       427  
Less: preference security dividend requirements of consolidated subsidiaries
                            7  
     
Total earnings
    6,159       54,518       51,010       45,139       45,677  
     
Interest expensed and capitalised
    431       2,051       1,775       1,713       1,494  
Interest within rental expense
    192       638       605       545       457  
Less: preference security dividend requirements of consolidated subsidiaries
                            7  
     
Total fixed charges
    623       2,689       2,380       2,258       1,958  
     
 
                                       
     
Ratio earnings/fixed charges
    9.89       20.27       21.43       19.99       23.33  
     
For the purposes of this table, “earnings” consists of pre-tax income from continuing operations before adjustment for minority interest and income from equity-accounted investments plus fixed charges (excluding capitalised interest) less undistributed earnings of equity-accounted investments, plus distributed income from equity-accounted investments. “Fixed charges” consist of expensed and capitalised interest plus interest within rental expenses plus preference security dividend requirements of subsidiaries.
Capitalisation and indebtedness
The following table set out, on an IFRS basis, the unaudited consolidated combined capitalisation and indebtedness of Royal Dutch Shell as of March 31, 2009. This information is derived from these Condensed Consolidated Interim Financial Statements.
         
    $ million  
    March 31, 2009  
Equity attributable to Royal Dutch Shell plc shareholders
    126,434  
 
       
Current debt
    6,693  
Non-current debt[A]
    15,869  
 
     
Total debt[B]
    22,562  
 
     
Total capitalisation
    148,996  
[A]   Non-current debt excludes $2.5 billion of certain tolling commitments.
[B]   As of March 31, 2009 Shell had outstanding guarantees of $3.7 billion, of which $2.6 billion related to debt of equity-accounted investments. $20.4 billion of the finance debt of Shell was unsecured. A total of $4.6 billion outstanding debt of subsidiairies is secured.
             
 
  Royal Dutch Shell plc        
 
  Unaudited Condensed Interim Financial Report     13