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REG-Royal Dutch Shell: 4th Quarter and Full Year 2015 Unaudited Results <Origin Href="QuoteRef">RDSa.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nPRr43D67a 

                                                   (2,750)    1,939     (811)                                  155    (656)
income/(loss)                       -                                -                                                                                                 
for the period                                                                                                                                                         
                                                                                                                                                                       
Capital                                                                                                     501       501                                  387      888
contributions                       -                                -                             -                                                                   
from, and other                                                                                                                                                        
changes                                                                                                                                                                
in,                                                                                                                                                                    
non-controlling                                                                                                                                                        
interest                                                                                                                                                               
                                                                                                                                                                       
Dividends paid                        -                                -                             - (11,972)  (11,972)                                (117) (12,089)
                                                                                                                                                                       
Scrip                                 7                                -                           (7)    2,602     2,602                                    -    2,602
dividends1                                                                                                                                                             
                                                                                                                                                                       
Repurchases of                      (1)                                -                             1        1         1                                    -        1
shares2                                                                                                                                                                
                                                                                                                                                                       
Shares held in                                                       606                                     70       676                                           676
trust:                              -                                                              -                                                       -           
net sales and                                                                                                                                                          
dividends                                                                                                                                                              
received                                                                                                                                                               
                                                                                                                                                                       
Share-based                           -                                -                          (65)     (22)      (87)                                    -     (87)
compensation                                                                                                                                                           
                                                                                                                                                                       
At December 31,                     546                            (584)                      (17,186)  180,100   162,876                                1,245  164,121
2015                                                                                                                                                                   
                                                                                                                                                                       
At January 1,                       542                          (1,932)                       (2,037)  183,474  180,047                                 1,101  181,148
2014                                                                                                                                                                   
                                                                                                                                                                       
Comprehensive                         -                                -                      (12,182)   14,874    2,692                                 (190)    2,502
income/(loss)                                                                                                                                                          
for the period                                                                                                                                                         
                                                                                                                                                                       
Capital                               -                                -                             -      727      727                                    25      752
contributions                                                                                                                                                          
from, and other                                                                                                                                                        
changes                                                                                                                                                                
in,                                                                                                                                                                    
non-controlling                                                                                                                                                        
interest                                                                                                                                                               
                                                                                                                                                                       
Dividends paid                        -                                -                             - (11,843) (11,843)                                 (116) (11,959)
                                                                                                                                                                       
Scrip                                 6                                -                           (6)    2,399    2,399                                     -    2,399
dividends1                                                                                                                                                             
                                                                                                                                                                       
Repurchases of                      (8)                              -                               8  (2,787)  (2,787)                                     -  (2,787)
shares                                                                                                                                                                 
                                                                                                                                                                       
Shares held in                        -                              742                             -      107      849                                     -      849
trust:                                                                                                                                                                 
net sales and                                                                                                                                                          
dividends                                                                                                                                                              
received                                                                                                                                                               
                                                                                                                                                                       
Share-based                           -                                -                         (148)       30    (118)                                     -    (118)
compensation                                                                                                                                                           
                                                                                                                                                                       
At December 31,                     540                          (1,190)                      (14,365)  186,981  171,966                                   820  172,786
2014                                                                                                                                                                   
                                                                                                                                                                       
1 Under the Scrip Dividend Programme some 96.3 million A shares, equivalent to                                                                                         
$2.6 billion, were issued during 2015 and some 64.6 million A shares,                                                                                                  
equivalent to $2.4 billion, were issued during 2014.                                                                                                                   
2   Share repurchases in January 2015 were offset by repurchase commitments                                                                                            
accrued at December 31, 2014. The share buyback     programme was suspended in                                                                                         
February 2015.                                                                                                                                                         
                                                                                                                                                                       

Notes 1 to 6 are an integral part of these unaudited Condensed Consolidated
Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS                                     
                                                                                   
         Quarters                       $ million                    Full year     
                                                                                   
Q4 2015  Q3 2015  Q4 2014                                         2015      2014   
                                                                                   
                           Cash flow from operating activities                     
                                                                                   
     942  (7,393)      418 Income/(loss) for the period             2,200    14,730
                                                                                   
                           Adjustment for:                                         
                                                                                   
   1,212    1,146    2,330 - Current taxation                       7,058    13,757
                                                                                   
     405      426      375 - Interest expense (net)                 1,529     1,598
                                                                                   
   5,281   12,156    4,991 - Depreciation, depletion and           26,714    24,499
                           amortisation                                            
                                                                                   
 (1,108)    (493)    (972) - Net losses/(gains) on sale of        (3,460)   (3,212)
                           non-current assets and businesses                       
                                                                                   
   1,598    5,883    6,124 - Decrease/(increase) in working         5,521     6,405
                           capital                                                 
                                                                                   
   (793)    (193)    (818) - Share of loss/(profit) of joint      (3,527)   (6,116)
                           ventures and associates                                 
                                                                                   
   1,440    1,039    1,531 - Dividends received from joint          4,627     6,902
                           ventures and associates                                 
                                                                                   
 (1,827)  (2,407)  (1,705) - Deferred taxation, retirement        (5,827)   (1,720)
                           benefits, decommissioning                               
                            and other provisions                                   
                                                                                   
     (3)    2,302    1,000 - Other1                                 2,648     2,500
                                                                                   
   7,147   12,466   13,274 Net cash from operating activities      37,483    59,343
                           (pre-tax)                                               
                                                                                   
 (1,724)  (1,235)  (3,666) Taxation paid                          (7,673)  (14,299)
                                                                                   
   5,423   11,231    9,608 Net cash from operating activities      29,810    45,044
                                                                                   
                           Cash flow from investing activities                     
                                                                                   
 (7,299)  (6,412)  (8,831) Capital expenditure2                  (26,131)  (31,676)
                                                                                   
     (5)    (274)      107 Investments in joint ventures and        (896)   (1,426)
                           associates                                              
                                                                                   
   1,398      913    2,245 Proceeds from sale of property,          4,720     9,873
                           plant and equipment and businesses                      
                                                                                   
      26       81      279 Proceeds from sale of joint ventures       276     4,163
                           and associates                                          
                                                                                   
      91       82       56 Interest received                          288       174
                                                                                   
   (397)    (108)    (536) Other2                                   (664)     (765)
                                                                                   
 (6,186)  (5,718)  (6,680) Net cash used in investing            (22,407)  (19,657)
                           activities                                              
                                                                                   
                           Cash flow from financing activities                     
                                                                                   
     (9)  (1,394)    (173) Net increase/(decrease) in debt with     (586)   (3,332)
                           maturity period within three months                     
                                                                                   
   5,213    5,490    4,001 Other debt: New borrowings              21,500     7,778
                                                                                   
 (1,818)  (1,387)    (571)                   Repayments           (6,023)   (4,089)
                                                                                   
   (484)    (532)    (310) Interest paid                          (1,742)   (1,480)
                                                                                   
     177        2    1,002 Change in non-controlling interest         598       989
                                                                                   
                           Cash dividends paid to:                                 
                                                                                   
 (1,782)  (2,362)  (2,987) - Royal Dutch Shell plc shareholders   (9,370)   (9,444)
                                                                                   
    (45)     (27)     (39) - Non-controlling interest               (117)     (116)
                                                                                   
       -        -    (971) Repurchases of shares                    (409)   (3,328)
                                                                                   
       7      (1)     (29) Shares held in trust: net sales/          (39)       232
                           (purchases) and dividends received                      
                                                                                   
   1,259    (211)     (77) Net cash used in financing               3,812  (12,790)
                           activities                                              
                                                                                   
   (590)    (437)    (271) Currency translation differences       (1,070)     (686)
                           relating to cash and                                    
                           cash equivalents                                        
                                                                                   
    (94)    4,865    2,580 Increase/(decrease) in cash and cash    10,145    11,911
                           equivalents                                             
                                                                                   
  31,846   26,981   19,027 Cash and cash equivalents at            21,607     9,696
                           beginning of period                                     
                                                                                   
  31,752   31,846   21,607 Cash and cash equivalents at end of     31,752    21,607
                           period                                                  
                                                                                   
1 In 2015, this mainly related to well write-offs.                                 
2 Reflects a minor change to definition with effect from 2015 which has no         
overall impact on net cash used in investing activities. Comparative               
information has been reclassified.                                                 
                                                                                   

Notes 1 to 6 are an integral part of these unaudited Condensed Consolidated
Financial Statements.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    Basis of preparation

These unaudited Condensed Consolidated Financial Statements of Royal Dutch
Shell plc and its subsidiaries (collectively referred to as Shell) have been
prepared in accordance with IAS 34 Interim Financial Reporting as adopted by
the European Union and as issued by the International Accounting Standards
Board and on the basis of the same accounting principles as, and should be read
in conjunction with, the Annual Report and Form 20-F for the year ended
December 31, 2014 (pages 111 to 116) as filed with the U.S. Securities and
Exchange Commission.

The financial information presented in these Condensed Consolidated Financial
Statements does not constitute statutory accounts within the meaning of section
434(3) of the Companies Act 2006. Statutory accounts for the year ended
December 31, 2014 were published in Shell's Annual Report and a copy was
delivered to the Registrar of Companies in England and Wales. The auditors'
report on those accounts was unqualified, did not include a reference to any
matters to which the auditors drew attention by way of emphasis without
qualifying the report and did not contain a statement under sections 498(2) or
498(3) of the Companies Act 2006.

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.

Information by business segment:

    Quarters                       $ million                       Full year    
                                                                                
Q4 2015  Q4 2014                                                 2015     2014  
                                                                                
                  Third-party revenue                                           
                                                                                
   6,712   11,251  Upstream                                      28,480   45,240
                                                                                
  51,410   81,093  Downstream                                   236,384  375,752
                                                                                
      24       30  Corporate                                         96      113
                                                                                
  58,146   92,374 Total third-party revenue                     264,960  421,105
                                                                                
                  Inter-segment revenue                                         
                                                                                
   5,512    9,429  Upstream                                      25,447   47,059
                                                                                
     386      596  Downstream                                     1,362    2,294
                                                                                
       -        -  Corporate                                          -        -
                                                                                
                  CCS earnings                                                  
                                                                                
   (333)    2,645  Upstream1                                    (5,663)   15,841
                                                                                
   2,502    1,544  Downstream2                                   10,243    3,411
                                                                                
   (295)     (32)  Corporate                                      (425)    (156)
                                                                                
   1,874    4,157 Total CCS earnings                              4,155   19,096

   

    Quarters                        $ million                       Full year    
                                                                                 
Q4 2015  Q4 2014                                                  2015     2014  
                                                                                 
   1,874    4,157 Total CCS earnings                                4,155  19,096
                                                                                 
                  Current cost of supplies adjustment:                           
                                                                                 
 (1,122)  (4,336)  Purchases                                      (2,278) (5,087)
                                                                                 
     320    1,251  Taxation                                           646   1,454
                                                                                 
   (130)    (654)  Share of profit/(loss) of joint ventures and     (323)   (733)
                  associates                                                     
                                                                                 
     942      418 Income/(loss) for the period                      2,200  14,730
                                                                                 
     1. Third quarter 2015 Upstream earnings include impairment charges of $3,689
             million after taxation, primarily related to North America shale gas
             properties, and the impact of the decisions to cease Alaska drilling
      activities for the foreseeable future and to cease the Carmon Creek project
          ($2,584 million and $2,032 million after taxation respectively). Second
           quarter 2014 Upstream earnings included an impairment charge of $1,943
      million after taxation, partly offset by divestment gains of $1,230 million
                                                                  after taxation.
       2. First quarter 2014 Downstream earnings included an impairment charge of
                         $2,284 million related to refineries in Asia and Europe.

3.    Share capital

Issued and fully paid

                               Ordinary shares of €0.07 each    Sterling deferred
                                                                     shares      
                                                                                 
     Number of shares               A                 B            of £1 each    
                                                                                 
At January 1, 2015              3,907,302,393     2,440,410,614            50,000
                                                                                 
Scrip dividends                    96,336,688                 -                 -
                                                                                 
Repurchases of shares            (12,717,512)                 -                 -
                                                                                 
At December 31, 2015            3,990,921,569     2,440,410,614            50,000
                                                                                 
At January 1, 2014              3,898,011,213     2,472,839,187            50,000
                                                                                 
Scrip dividends                    64,568,758                 -                 -
                                                                                 
Repurchases of shares            (55,277,578)      (32,428,573)                 -
                                                                                 
At December 31, 2014            3,907,302,393     2,440,410,614            50,000


 

Nominal value

                                        Ordinary shares of €0.07 each            
                                                                                 
         $ million                  A                 B               Total      
                                                                                 
At January 1, 2015                        334               206               540
                                                                                 
Scrip dividends                             7                 -                 7
                                                                                 
Repurchases of shares                     (1)                 -               (1)
                                                                                 
At December 31, 2015                      340               206               546
                                                                                 
At January 1, 2014                        333               209               542
                                                                                 
Scrip dividends                             6                 -                 6
                                                                                 
Repurchases of shares                     (5)               (3)               (8)
                                                                                 
At December 31, 2014                      334               206               540
                                                                                 
  The total nominal value of sterling deferred shares is less than $1 million.   

At Royal Dutch Shell plc's Annual General Meeting on May 19, 2015, 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 €147 million
(representing 2,100 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 19, 2016, and the end of the Annual General
Meeting to be held in 2016, unless previously renewed, revoked or varied by
Royal Dutch Shell plc in a general meeting.

4.    Other reserves

        $ million           Merger   Share    Capital    Share    Accumulated   Total  
                           reserve1 premium  redemption   plan       other             
                                    reserve1  reserve2  reserve  comprehensive         
                                                                    income             
                                                                                       
At January 1, 2015            3,405      154         83    1,723      (19,730) (14,365)
                                                                                       
Other comprehensive income        -        -          -        -       (2,750)  (2,750)
/(loss) attributable to                                                                
Royal Dutch Shell plc                                                                  
shareholders                                                                           
                                                                                       
Scrip dividends                 (7)        -          -        -             -      (7)
                                                                                       
Repurchases of shares             -        -          1        -             -        1
                                                                                       
Share-based compensation          -        -          -     (65)             -     (65)
                                                                                       
At December 31, 2015          3,398      154         84    1,658      (22,480) (17,186)
                                                                                       
At January 1, 2014            3,411      154         75    1,871       (7,548)  (2,037)
                                                                                       
Other comprehensive income        -        -          -        -      (12,182) (12,182)
/(loss) attributable to                                                                
Royal Dutch Shell plc                                                                  
shareholders                                                                           
                                                                                       
Scrip dividends                 (6)        -          -        -             -      (6)
                                                                                       
Repurchases of shares             -        -          8        -             -        8
                                                                                       
Share-based compensation          -        -          -    (148)             -    (148)
                                                                                       
At December 31, 2014          3,405      154         83    1,723      (19,730) (14,365)
                                                                                       
1 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.                  
2 The capital redemption reserve was established in connection with repurchases        
of shares of Royal Dutch Shell plc.                                                    
                                                                                       

5.    Derivative contracts

The table below provides the carrying amounts of derivatives contracts held,
disclosed in accordance with IFRS 13 Fair Value Measurement.

                $ million                  Dec 31, 2015 Sep 30, 2015 Dec 31, 2014
                                                                                 
Included within:                                                                 
                                                                                 
Trade and other receivables - non-current           744          885          703
                                                                                 
Trade and other receivables - current            13,114       12,433       14,037
                                                                                 
Trade and other payables - non-current            1,687        1,407          520
                                                                                 
Trade and other payables - current               10,757        9,892       11,554

As disclosed in the Consolidated Financial Statements for the year ended
December 31, 2014, 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 December 31, 2015 are consistent with those used in the year ended December
31, 2014, and the carrying amounts of derivative contracts measured using
predominantly unobservable inputs have not changed materially since that date.

The fair value of debt excluding finance lease liabilities at December 31,
2015, was $53,480 million (September 30, 2015: $50,744 million; December 31,
2014: $41,120 million). Fair value is determined from the prices quoted for
those securities.

6.    Recommended cash and share offer for BG Group plc by Royal Dutch Shell
plc

On April 8, 2015, the Boards of Royal Dutch Shell plc and BG Group plc
announced that they had reached agreement on the terms of a recommended cash
and share offer to be made by Royal Dutch Shell plc for the entire issued and
to be issued share capital of BG Group plc.

The shareholders of Royal Dutch Shell plc and BG Group plc voted to approve the
transaction at meetings on January 27, 2016 and January 28, 2016 respectively.
The transaction is expected to complete on February 15, 2016, subject to the
satisfaction or waiver of certain customary conditions, including the sanction
of the scheme arrangement to implement the combination by the High Court of
Justice.

Under certain circumstances occurring on or prior to July 31, 2016, Royal Dutch
Shell plc has agreed to pay BG Group plc £750 million by way of compensation
for any loss suffered by BG Group plc in connection with the preparation and
negotiation of the transaction.

ADDITIONAL NOTES FOR INFORMATION

A.    Impacts of accounting for derivatives

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.
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 are, by contrast, recognised when the transaction
occurs (see also below); furthermore, inventory is carried at historical cost
or net realisable value, whichever is lower.

As a consequence, accounting mismatches occur because: (a) the supply or
purchase transaction is recognised in a different period; or (b) the inventory
is measured on a different basis.

In addition, certain UK gas contracts held by Upstream 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 of the aforementioned are reported as identified items
in this Report.

B.    Capital investment

Capital investment is a measure used to make decisions about allocating
resources and assessing performance. It is defined as the sum of capital
expenditure, exploration expense (excluding well write-offs), new investments
in joint ventures and associates, new finance leases and other adjustments.

C.    Divestments

Divestment proceeds comprise proceeds from sale of property, plant and
equipment and businesses, joint ventures and associates, and other Upstream and
Downstream investments, adjusted onto an accruals basis.

The term "Divestments" comprises both divestment proceeds as defined above and
proceeds from sale of interests in Shell Midstream Partners, L.P. ("SMP").
Proceeds from sale of interests in SMP are included within "Change in
non-controlling interest" in the Condensed Consolidated Statement of Cash
Flows.

D.    Return on average capital employed

Return on average capital employed (ROACE) measures the efficiency of Shell's
utilisation of the capital that it employs and is a common measure of business
performance. In this calculation, ROACE is defined as the sum of income for the
current and previous three quarters, adjusted for after-tax interest expense,
as a percentage of the average capital employed for the same period. The tax
rate used is Shell's effective tax rate for the period. Capital employed
consists of total equity, current debt and non-current debt.

E.     Gearing

Gearing, calculated as net debt (total debt less cash and cash equivalents) as
a percentage of total capital (net debt plus total equity), is a key measure of
Shell's capital structure.

F.     Operating costs

Operating costs comprise production and manufacturing expenses; selling,
distribution and administrative expenses; and research and development
expenses.

G.    Liquidity and capital resources

Fourth quarter net cash from operating activities was $5.4 billion compared
with $9.6 billion for the same period last year.

Total current and non-current debt increased to $58.4 billion at December 31,
2015 from $55.6 billion at September 30, 2015 while cash and cash equivalents
were $31.8 billion at December 31, 2015, in line with the position at September
30, 2015. During the fourth quarter 2015, Shell issued $5.0 billion of debt
under the US shelf registration. No new debt was issued under the European
medium-term note programme.

Capital investment for the fourth quarter 2015 was $7.9 billion, of which $5.8
billion in Upstream, $2.0 billion in Downstream and $0.1 billion in Corporate.
Capital investment for the same period last year was $9.7 billion, including
$7.5 billion in Upstream and $2.1 billion in Downstream.

Dividends of $0.47 per share are announced on February 4, 2016 in respect of
the fourth quarter. These dividends are payable on March 29, 2016. 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, 2014 for
additional information on the dividend access mechanism.

Under the Scrip Dividend Programme shareholders can increase their shareholding
in Shell by choosing to receive new shares instead of cash dividends. Only new
A shares will be issued under the Programme, including to shareholders who
currently hold B shares.

Full year net cash from operating activities was $29.8 billion compared with
$45.0 billion last year.

Total current and non-current debt increased to $58.4 billion at December 31,
2015 from $45.5 billion at December 31, 2014 while cash and cash equivalents
increased to $31.8 billion at December 31, 2015 from $21.6 billion at December
31, 2014. During 2015 Shell issued $15.0 billion of debt under the US shelf
registration, and $5.2 billion of debt under the European medium-term note
programme.

Capital investment for 2015 was $28.9 billion, of which $23.6 billion in
Upstream, $5.1 billion in Downstream and $0.2 billion in Corporate. Capital
investment for 2014 was $37.3 billion, of which $31.3 billion in Upstream, $5.9
billion in Downstream and $0.1 billion in Corporate.

CAUTIONARY STATEMENT

The release, presentation, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about and observe any
applicable requirements. Any failure to comply with applicable requirements may
constitute a violation of the laws and/or regulations of any such jurisdiction.

This announcement is not intended to and does not constitute or form part of
any offer to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the recommended combination of Royal Dutch Shell plc
("Shell") and BG Group plc ("BG") (the "Combination") or otherwise nor shall
there be any sale, issuance or transfer of securities of Shell or BG pursuant
to the Combination in any jurisdiction in contravention of applicable laws.

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

The companies in which Royal Dutch Shell plc directly and indirectly owns
investments are separate 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 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
announcement refer to companies over which Royal Dutch Shell plc either
directly or indirectly has control. Companies over which Shell has joint
control are generally referred to as "joint ventures" and companies 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 a
venture, partnership or company, after exclusion of all third-party interest.

This announcement contains forward-looking statements concerning the financial
condition, results of operations and businesses of Royal Dutch Shell and of the
Combination. 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, BG and the combined group 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'', ''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. 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, 2014 (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, February 4, 2016. 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. U.S. investors are urged to
consider closely the disclosure in our Form 20-F, File No 1-32575, available on
the SEC website www.sec.gov. You can also obtain this form from the SEC by
calling 1-800-SEC-0330.

February 4, 2016

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:

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

- Media: International +44 (0) 207 934 5550; USA +1 713 241 4544



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