REG-Royal Dutch Shell: 2nd Quarter and Half Year 2015 unaudited results <Origin Href="QuoteRef">RDSa.L</Origin> - Part 2
30/07/2015 07:04
- Part 2: For the preceding part double click ID:nPRrU5759a
Cash flow from investing activities
(6,205) (6,215) (7,906) Capital expenditure1 (12,420) (15,062)
(208) (409) (493) Investments in joint ventures and (617) (1,382)
associates
206 2,203 3,539 Proceeds from sales of property, plant 2,409 3,845
and equipment and businesses
165 4 3,671 Proceeds from sales of joint ventures 169 3,727
and associates
59 56 31 Interest received 115 89
(80) (79) 222 Other1 (159) 133
(6,063) (4,440) (936) Net cash used in investing activities (10,503) (8,650)
Cash flow from financing activities
1,072 (255) (1,397) Net increase/(decrease) in debt with 817 (2,694)
maturity period within three months
10,045 752 140 Other debt: New borrowings 10,797 3,335
(2,188) (630) (251) Repayments (2,818) (3,184)
(317) (409) (398) Interest paid (726) (766)
424 (5) (13) Change in non-controlling interest2 419 (13)
Cash dividends paid to:
(2,294) (2,932) (1,964) - Royal Dutch Shell plc shareholders (5,226) (3,463)
(27) (18) (45) - Non-controlling interest (45) (73)
- (409) (346) Repurchases of shares (409) (1,587)
(5) (40) 90 Shares held in trust: net sales/ (45) 213
(purchases) and dividends received
6,710 (3,946) (4,184) Net cash used in financing activities 2,764 (8,232)
417 (460) (26) Currency translation differences (43) (20)
relating to cash and cash equivalents
7,114 (1,740) 3,495 Increase/(decrease) in cash and cash 5,374 5,723
equivalents
19,867 21,607 11,924 Cash and cash equivalents at beginning 21,607 9,696
of period
26,981 19,867 15,419 Cash and cash equivalents at end of 26,981 15,419
period
1 Reflects a minor change to definition with effect from 2015 which has no
overall impact on net cash used in investing activities. Comparative data has
been reclassified accordingly.
2 Q2 2015 mainly relates to the public offering of limited partner units in
Shell Midstream Partners, L.P.
Notes 1 to 6 are an integral part of these unaudited Condensed Consolidated
Interim Financial Statements.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. Basis of preparation
These unaudited Condensed Consolidated Interim Financial Statements ("Interim
Statements") of Royal Dutch Shell plc 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 Directors consider it appropriate to continue to adopt the going concern
basis of accounting in preparing these Interim Statements.
The financial information presented in the Interim 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 Half year
Q2 2015 Q2 2014 2015 2014
Third-party revenue
6,296 10,658 Upstream 14,062 23,671
66,082 100,548 Downstream 123,998 197,151
24 16 Corporate 48 58
72,402 111,222 Total third-party revenue 138,108 220,880
Inter-segment revenue
7,490 12,621 Upstream 13,720 24,872
271 463 Downstream 633 1,071
- - Corporate - -
Segment earnings
774 3,820 Upstream1 3,313 9,247
2,746 1,271 Downstream2 5,260 266
(68) 100 Corporate (239) 177
3,452 5,191 Total segment earnings 8,334 9,690
Quarters $ million Half year
Q2 2015 Q2 2014 2015 2014
3,452 5,191 Total segment earnings 8,334 9,690
Current cost of supplies adjustment:
765 151 Purchases 413 143
(219) (42) Taxation (117) (43)
116 45 Share of profit/(loss) of joint ventures and 21 97
associates
4,114 5,345 Income for the period 8,651 9,887
1 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 euro 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 23,430,143 - -
Repurchases of shares (12,717,512) - -
At June 30, 2015 3,918,015,024 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 (8,620,000) (32,428,573) -
At June 30, 2014 3,953,959,971 2,440,410,614 50,000
Nominal value
Ordinary shares of euro 0.07 each
$ million A B Total
At January 1, 2015 334 206 540
Scrip dividends 2 - 2
Repurchases of shares (1) - (1)
At June 30, 2015 335 206 541
At January 1, 2014 333 209 542
Scrip dividends 6 - 6
Repurchases of shares (1) (3) (4)
At June 30, 2014 338 206 544
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 euro 147 million
(representing 2,100 million ordinary shares of euro 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/ - - - - 1,502 1,502
(loss) attributable to Royal
Dutch Shell plc shareholders
Scrip dividends (2) - - - - (2)
Repurchases of shares - - 1 - - 1
Share-based compensation - - - (421) - (421)
At June 30, 2015 3,403 154 84 1,302 (18,228) (13,285)
At January 1, 2014 3,411 154 75 1,871 (7,548) (2,037)
Other comprehensive income/ - - - - (920) (920)
(loss) attributable to Royal
Dutch Shell plc shareholders
Scrip dividends (6) - - - - (6)
Repurchases of shares - - 4 - - 4
Share-based compensation - - - (305) - (305)
At June 30, 2014 3,405 154 79 1,566 (8,468) (3,264)
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,
plc, 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 Jun 30, 2015 Mar 31, 2015 Dec 31, 2014
Included within:
Trade and other receivables - non-current 774 799 703
Trade and other receivables - current 9,090 11,378 14,037
Trade and other payables - non-current 1,635 1,643 520
Trade and other payables - current 7,574 9,644 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 June 30, 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 June 30, 2015,
was $47,942 million (March 31, 2015: $39,753 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 have 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, representing a value of
approximately £47 billion based on the closing price of 2,208.5 pence per Royal
Dutch Shell plc B share on April 7, 2015.
The transaction is subject to certain pre-conditions and conditions and Royal
Dutch Shell plc has agreed to use its reasonable endeavours to secure the
necessary regulatory clearances and authorisations. It is expected that Royal
Dutch Shell plc's circular will be despatched to shareholders, and its
prospectus published, at the same time as BG Group's scheme document is
published, and no later than 28 days after the pre-conditions are satisfied and
/or waived. The transaction is expected to complete in early 2016.
Under certain circumstances occurring on or prior to July 31, 2016, such as the
Royal Dutch Shell plc Board withdrawing its recommendation to Royal Dutch Shell
plc shareholders to vote in favour of the transaction, 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. 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.
D. 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.
E. Liquidity and capital resources
Net cash from operating activities for the second quarter 2015 was $6.1 billion
compared with $8.6 billion for the same period last year.
Total current and non-current debt increased to $52.9 billion at June 30, 2015
from $43.8 billion at March 31, 2015 while cash and cash equivalents increased
to $27.0 billion at June 30, 2015 from $19.9 billion at March 31, 2015. During
the second quarter 2015 Shell issued $10.0 billion of debt under the US shelf
registration. No new debt was issued under the euro medium-term note programme.
Capital investment for the second quarter 2015 was $7.1 billion, of which $5.9
billion in Upstream and $1.1 billion in Downstream. Capital investment for the
same period of 2014 was $8.5 billion, of which $7.1 billion in Upstream and
$1.4 billion in Downstream.
Dividends of $0.47 per share are announced on July 30, 2015 in respect of the
second quarter. These dividends are payable on September 21, 2015. 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.
Half year net cash from operating activities was $13.2 billion compared with
$22.6 billion for the same period last year.
Total current and non-current debt increased to $52.9 billion at June 30, 2015
from $45.5 billion at December 31, 2014 while cash and cash equivalents
increased to $27.0 billion at June 30, 2015 from $21.6 billion at December 31,
2014. During the first half year 2015 Shell issued $10.0 billion of debt under
the US shelf registration. No new debt was issued under the euro medium-term
note programme.
Capital investment for the first half year 2015 was $13.9 billion, of which
$11.9 billion in Upstream and $1.9 billion in Downstream. Capital investment
for the same period of 2014 was $19.2 billion, of which $16.8 billion in
Upstream and $2.4 billion in Downstream.
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties affecting Shell are described in the Risk
Factors section of the Annual Report and Form 20-F for the year ended December
31, 2014 (pages 11 to 14) and are summarised below. There are no material
changes in those Risk Factors for the remaining 6 months of the financial year.
* We are exposed to fluctuating prices of crude oil, natural gas, oil
products and chemicals.
* Our ability to deliver competitive returns and pursue commercial
opportunities depends in part on the robustness and, ultimately, the
accuracy of our price assumptions.
* Our ability to achieve strategic objectives depends on how we react to
competitive forces.
* As our business model involves treasury and trading risks, we are affected
by the global macroeconomic environment as well as financial and commodity
market conditions.
* Our future hydrocarbon production depends on the delivery of large and
complex projects, as well as on our ability to replace proved oil and gas
reserves.
* An erosion of our business reputation would have a negative impact on our
brand, our ability to secure new resources and our licence to operate.
* Our future performance depends on the successful development and deployment
of new technologies.
* Rising climate change concerns could lead to additional regulatory measures
that may result in project delays and higher costs.
* The nature of our operations exposes the communities in which we work and
us to a wide range of health, safety, security and environment risks.
* Shell mainly self-insures its risk exposures.
* A further erosion of the business and operating environment in Nigeria
would adversely impact Shell.
* We operate in more than 70 countries that have differing degrees of
political, legal and fiscal stability. This exposes us to a wide range of
political developments that could result in changes to laws and
regulations. In addition, Shell and its joint ventures and associates face
the risk of litigation and disputes worldwide.
* Our operations expose us to social instability, civil unrest, terrorism,
piracy, acts of war, and risks of pandemic diseases that could have an
adverse impact on our business.
* We rely heavily on information technology systems for our operations.
* We have substantial pension commitments, whose funding is subject to
capital market risks.
* The estimation of proved oil and gas reserves involves subjective
judgements based on available information and the application of complex
rules, so subsequent downward adjustments are possible.
* Many of our major projects and operations are conducted in joint
arrangements or associates. This may reduce our degree of control, as well
as our ability to identify and manage risks.
* Violations of antitrust and competition law carry fines and expose us and/
or our employees to criminal sanctions and civil suits.
* Violations of anti-bribery and corruption law and anti-money laundering law
carry fines and expose us and/or our employees to criminal sanctions and
civil suits.
* Violations of data protection laws carry fines and expose us and/or our
employees to criminal sanctions and civil suits.
* Violations of trade controls, including sanctions expose us and our
employees to criminal sanctions and civil suits.
* We execute acquisitions and divestments in the pursuit of our strategy. A
number of risks impact the success of such acquisitions and divestments.
* The Company's Articles of Association determine the jurisdiction for
shareholder disputes. This might limit shareholder remedies.
FIRST QUARTER 2015 PORTFOLIO DEVELOPMENTS
Upstream
In April, the Boards of Royal Dutch Shell plc and BG Group plc announced that
they have 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.
In Shell's heartlands exploration programme there were two non-operated gas
discoveries offshore Australia, Blake (Shell interest 50%) and Isosceles (Shell
interest 25%), during the quarter. In Brazil, hydrocarbons were discovered at
the non-operated Libra C-1 well (Shell interest 20%).
Shell had continued success with near-field exploration discoveries in New
Zealand and Oman.
As part of its global exploration programme, Shell added new acreage positions
following successful bidding results in Algeria, Australia, Italy, Myanmar and
Norway.
In Nigeria, the Shell Petroleum Development Company of Nigeria Limited
("SPDC"), a subsidiary of Shell, completed the divestment of its 30% interest
in oil mining lease ("OML") 18 and related facilities in the Eastern Niger
Delta for a consideration of some $0.7 billion.
Also in Nigeria, SPDC completed the divestment of its 30% interest in OML 29
and the Nembe Creek Trunk Line and related facilities in the Eastern Niger
Delta for a consideration of some $1.7 billion.
Downstream
In Canada, Shell has taken final investment decision ("FID") on the Scotford
HCU debottleneck project (Shell interest 100%) which is expected to increase
hydrocracking capacity by 20%.
In Denmark, Shell announced that it has reached an agreement with Couche-Tard
for the sale of its marketing operations including retail, commercial fleet,
commercial fuels, aviation and connected trading and supply products
businesses. The sale is subject to regulatory approvals and is expected to
complete in 2015.
In Qatar, Shell announced that as a result of high capital costs, Shell and its
partner, Qatar Petroleum, will not proceed with the proposed Al Karaana
petrochemicals project and will stop further work on it.
In April, Shell announced that it has accepted offers for the sale of 185
service stations across the United Kingdom to independent dealers and has
exchanged contracts for 158 of these service stations with two dealer groups.
All 185 service stations will retain the Shell brand and sell Shell's fuels.
FIRST QUARTER 2015 SUMMARY OF IDENTIFIED ITEMS
Earnings for the first quarter 2015 reflected the following items, which in
aggregate amounted to a net gain of $1,515 million (compared with a net charge
of $2,862 million in the first quarter 2014), as summarised below:
* Upstream earnings included a net gain of $1,864 million, mainly reflecting
a gain of $1,415 million related to divestments and a credit of some $600
million reflecting a statutory tax rate reduction in the United Kingdom.
These items were partly offset by asset impairments of $159 million.
Earnings for the first quarter 2014 included a net charge of $283 million.
* Downstream earnings included a net charge of $132 million, including the
net impact of fair value accounting of commodity derivatives of $56
million. Earnings for the first quarter 2014 included a net charge of
$2,580 million.
* Corporate and Non-controlling interest earnings included a net charge of
$217 million mainly reflecting a tax charge related to prior years.
Earnings for the first quarter 2014 included a net gain of $1 million.
RESPONSIBILITY STATEMENT
It is confirmed that to the best of our knowledge: (a) the Condensed
Consolidated Interim Financial Statements have been prepared in accordance with
IAS 34 Interim Financial Reporting as adopted by the European Union; (b) the
interim management report includes a fair review of the information required by
Disclosure and Transparency Rule (DTR) 4.2.7R (indication of important events
during the first six months of the financial year, and their impact on the
Condensed Consolidated Interim Financial Statements, and description of
principal risks and uncertainties for the remaining six months of the financial
year); and (c) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties transactions
and changes thereto).
The Directors of Royal Dutch Shell plc are as shown on pages 58-60 in the
Annual Report and Form 20-F for the year ended December 31, 2014 except that
Jorma Ollila stepped down as a Director on May 19, 2015.
On behalf of the Board
Ben van Beurden Simon Henry
Chief Executive Officer Chief Financial Officer
July 30, 2015 July 30, 2015
INDEPENDENT REVIEW REPORT TO ROYAL DUTCH SHELL PLC
REPORT ON THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Our conclusion
We have reviewed the Condensed Consolidated Interim Financial Statements,
defined below, in the half-yearly financial report of Royal Dutch Shell plc for
the six months ended June 30, 2015. Based on our review, nothing has come to
our attention that causes us to believe that the Condensed Consolidated Interim
Financial Statements are not prepared, in all material respects, in accordance
with International Accounting Standard 34 as adopted by the European Union and
the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct
Authority. This conclusion is to be read in the context of what we say in the
remainder of this report.
What we have reviewed
The Condensed Consolidated Interim Financial Statements, which are prepared by
Royal Dutch Shell plc, comprise:
* the Consolidated Statement of Income and Consolidated Statement of
Comprehensive Income for the six months ended June 30, 2015;
* the Condensed Consolidated Balance Sheet as at June 30, 2015;
* the Consolidated Statement of Changes in Equity and Condensed Consolidated
Statement of Cash Flows for the six months ended June 30, 2015; and
* the explanatory notes to the Condensed Consolidated Interim Financial
Statements.
The annual financial statements of Royal Dutch Shell plc are prepared in
accordance with applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union. The Condensed Consolidated Interim
Financial Statements included in this half-yearly financial report have been
prepared in accordance with International Accounting Standard 34, 'Interim
Financial Reporting', as adopted by the European Union and the Disclosure and
Transparency Rules of the United Kingdom's Financial Conduct Authority.
What a review of the Condensed Consolidated Financial Statements involves
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information
Performed by the Independent Auditor of the Entity' issued by the Auditing
Practices Board for use in the United Kingdom. A review of interim financial
information consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK and Ireland) and,
consequently, does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion. We have read the other information
contained in the half-yearly financial report and considered whether it
contains any apparent misstatements or material inconsistencies with the
information in the Condensed Consolidated Interim Financial Statements.
RESPONSIBILITIES FOR THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AND THE REVIEW
Our responsibilities and those of the directors
The half-yearly financial report, including the Condensed Consolidated Interim
Financial Statements, is the responsibility of, and has been approved by, the
directors. The directors are responsible for preparing the half-yearly
financial report in accordance with the Disclosure and Transparency Rules of
the United Kingdom's Financial Conduct Authority. Our responsibility is to
express to the company a conclusion on the Condensed Consolidated Interim
Financial Statements in the half-yearly financial report based on our review.
This report, including the conclusion, has been prepared for and only for the
company for the purpose of complying with the Disclosure and Transparency Rules
of the Financial Conduct Authority and for no other purpose. We do not, in
giving this conclusion, accept or assume responsibility for any other purpose
or to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
London
July 30, 2015
a) The maintenance and integrity of the Royal Dutch Shell plc website
(www.shell.com) are the responsibility of the directors; the work carried out
by the auditors does not involve consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes that may
have occurred to the Condensed Consolidated Interim Financial Statements since
they were initially presented on the website.
b) Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions.
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, July 30, 2015. Neither Royal Dutch Shell plc nor any of its
subsidiaries undertake any obligation to publicly update or revise any
forward-looking statement as a result of new information, future events or
other information. In light of these risks, results could differ materially
from those stated, implied or inferred from the forward-looking statements
contained in this announcement.
We may have used certain terms, such as resources, in this announcement that
the United States Securities and Exchange Commission (SEC) strictly prohibits
us from including in our filings with the SEC. 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.
July 30, 2015
The information in this Report reflects the unaudited consolidated financial
position and results of Royal Dutch Shell plc. The information in this Report
also represents Royal Dutch Shell plc's half-yearly financial report for the
purposes of the Disclosure and Transparency Rules of the UK Financial Conduct
Authority. As such: (1) the interim management report can be found on pages 2
to 7 and 15 to 18; (2) the condensed set of financial statements on pages 8 to
15; and (3) the directors' responsibility statement on page 19 and the
auditors' independent review on page 20. 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
END
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