3rd Quarter 2013 Unaudited Results

ROYAL DUTCH SHELL PLC 3RD QUARTER 2013 UNAUDITED RESULTS * Royal Dutch Shell's third quarter 2013 earnings, on a current cost of supplies (CCS) basis (see Note 1), were $4.2 billion compared with $6.2 billion in the same quarter a year ago. * Third quarter 2013 CCS earnings excluding identified items (see page 5) were $4.5 billion compared with $6.6 billion in the third quarter of 2012. * Compared with the third quarter 2012, CCS earnings excluding identified items were impacted by significantly weaker industry refining conditions, increased Upstream operating expenses and exploration expenses, as well as production volume impacts from maintenance and asset replacement activities. Earnings also reflected the impact of the challenging operating environment in Nigeria and lower dividends from an LNG venture. This was partly offset by higher contributions from Chemicals and increased underlying Upstream production volumes, led by Integrated Gas. * Basic CCS earnings per share excluding identified items decreased by 32% versus the third quarter 2012. * Cash flow from operating activities for the third quarter 2013 was $10.4 billion, compared with $9.5 billion in the same quarter last year. Excluding working capital movements, cash flow from operating activities for the third quarter 2013 was $9.9 billion, compared with $11.7 billion in the third quarter 2012. * Capital investment for the third quarter 2013 was $9.7 billion. Net capital investment (see Note 1) for the quarter was $9.4 billion. * Total dividends distributed in the quarter were $2.8 billion, of which $1.2 billion were settled under the Scrip Dividend Programme. During the third quarter some 45.5 million shares were bought back for cancellation for a consideration of $1.5 billion. * Gearing at the end of the third quarter 2013 was 11.2%. * A third quarter 2013 dividend has been announced of $0.45 per ordinary share and $0.90 per American Depositary Share ("ADS"), an increase of 5% compared with the third quarter 2012. SUMMARY OF UNAUDITED RESULTS Quarters $ million Nine months Q3 Q3 20122013 Q2 2013 1 %2 2013 20121 % Income attributable to4,677 1,737 7,164 -35 shareholders 14,590 19,984 -27 Current cost of supplies (CCS)(429) 657 (1,012) adjustment for Downstream 3 (171) 4,248 2,394 6,152 -31 CCS earnings 14,593 19,813 -26 (209) (2,206) (432) Less: Identified items3 (1,984) 193 CCS earnings excluding identified4,457 4,600 6,584 -32 items 16,577 19,620 -16 Of which: 3,466 3,526 4,909 Upstream 12,640 15,706 892 1,168 1,735 Downstream 3,908 4,153 Corporate and Non-controlling99 (94) (60) interest 29 (239) Cash flow from operating10,409 12,444 9,483 +10 activities 34,412 36,227 -5 0.68 0.38 0.98 -31 Basic CCS earnings per share ($) 2.32 3.17 -27 1.36 0.76 1.96 Basic CCS earnings per ADS ($) 4.64 6.34 Basic CCS earnings per share0.71 0.73 1.05 -32 excl. identified items ($) 2.63 3.14 -16 Basic CCS earnings per ADS excl.1.42 1.46 2.10 identified items ($) 5.26 6.28 0.45 0.45 0.43 +5 Dividend per share ($) 1.35 1.29 +5 0.90 0.90 0.86 Dividend per ADS ($) 2.70 2.58 1 Restated for accounting policy change (see Note 2) 2 Q3 on Q3 change 3 See page 5 Royal Dutch Shell Chief Executive Officer Peter Voser commented: "Our cash flow pays for Shell's dividends and investment in new projects toensure affordable and reliable energy supplies for our customers, and to addvalue for our shareholders. We are facing headwinds from weak industry refining margins, and the securitysituation in Nigeria, which continue to erode the near term outlook. Shell has a strong project flow in place for 2014 and beyond. We have startedup a series of new oil and gas fields in the last few months, in deep water,integrated gas, and in our longer-term plays such as Iraq. These new fields arepart of a project flow that will drive Shell's cash flow in 2014 and beyond,coming alongside a reduction in net spending next year as we work through aseries of acquisitions, and increase the pace of asset sales. The company is rich with new investment opportunities - in the next fewquarters Shell's capital discipline means we will need to make hard choicesbetween the best new investment opportunities from this industry-leadingportfolio." Voser concluded: "Shell's sustained investment in new growth projects willdrive our financial performance. Dividends are Shell's main route for returningcash to shareholders. We have distributed more than $11 billion of dividends inthe last 12 months. So far this year, we have repurchased more than $4 billionof shares, and we are on track for up to $5 billion of share buybacks in 2013.This underlines our commitment to shareholder returns." THIRD QUARTER 2013 PORTFOLIO DEVELOPMENTS Upstream In Iraq, Shell successfully restarted production at Majnoon (Shell interest45%) and expects to progressively increase production to the First CommercialProduction level of 175 thousand barrels of oil per day ("b/d"). In the United States, Shell acquired an additional 33% interest in the 10thousand barrels of oil equivalent per day ("boe/d") Coulomb North field in theGulf of Mexico, giving Shell a 100% interest. As part of its global exploration programme Shell added new acreage positionsduring the third quarter 2013, including offshore positions in China and in theGulf of Mexico, United States. In Australia, the North Rankin Redevelopment project achieved start-up inOctober. The project, which is part of the North West Shelf project (Shelldirect and indirect interest 20.5%) enables the recovery of low pressurereserves from the North Rankin and Perseus fields. In Brazil, Shell commenced production from the BC-10 Phase 2 project inOctober. The project is expected to produce 35 thousand boe/d at peak. Shellalso exercised preferential rights to acquire an additional 23% interest in theBC-10 project. Subject to regulatory approvals, the transaction is expected toclose end 2013 or early 2014, increasing Shell's interest from 50% to 73%. Also in October, a consortium of companies in which Shell holds a 20% interestwon a 35-year production sharing contract to develop the Libra pre-salt oildiscovery located in the Santos Basin, offshore Brazil. The Brazilian regulatorANP estimates Libra's recoverable resources to be between 8 and 12 billionbarrels of oil and estimates that total gross peak oil production could reach1.4 million b/d. Further appraisal is required to firm up this estimate, thedevelopment concept and a first oil date. As part of the winning bid, Shellexpects to pay some $1.4 billion as its share of the signature bonus during thefourth quarter of 2013. In Canada, Shell took the final investment decision for Phase 1 and 2 of theCarmon Creek In-situ project (Shell interest 100%). The project will includecentral processing facilities and well pads with peak annual production of 80thousand barrels of bitumen production per day, with an expected field life ofdecades. Downstream Shell divested the majority of its shareholding in its downstream business inGhana. KEY FEATURES OF THE THIRD QUARTER 2013 * Third quarter 2013 CCS earnings (see Note 1) were $4,248 million, 31% lower than for the same quarter a year ago. * Third quarter 2013 CCS earnings excluding identified items (see page 5) were $4,457 million compared with $6,584 million in the third quarter 2012, a decrease of 32%. Third quarter 2013 CCS earnings excluding identified items were impacted by significantly weaker refining industry conditions, increased Upstream operating expenses and exploration expenses, as well as production volume impacts from maintenance and asset replacement activities. Earnings also reflected the impact of the challenging operating environment in Nigeria and lower dividends from an LNG venture. This was partly offset by higher contributions from Chemicals and increased underlying Upstream production volumes, led by Integrated Gas. * Basic CCS earnings per share decreased by 31% versus the same quarter a year ago. * Basic CCS earnings per share excluding identified items decreased by 32% versus the same quarter a year ago. * Cash flow from operating activities for the third quarter 2013 was $10.4 billion, compared with $9.5 billion in the same quarter last year. Excluding working capital movements, cash flow from operating activities for the third quarter 2013 was $9.9 billion, compared with $11.7 billion in the same quarter last year. * Net capital investment (see Note 1) for the third quarter 2013 was $9.4 billion. Capital investment for the third quarter 2013 was $9.7 billion and divestment proceeds were $0.3 billion. Net capital investment for the full year 2013 is expected to be around $45 billion, including some $3 billion of non-cash items. These estimates include some $10 billion of announced acquisitions, including the impact of the agreement to acquire part of Repsol's LNG portfolio, our pre-emption for an additional interest in the BC-10 project and the entry into the Libra discovery, both in deepwater in Brazil. The final outcome for the year will be determined by the timing of completion of these transactions, and Shell's asset sales programme. * Total dividends distributed in the third quarter 2013 were $2.8 billion, of which $1.2 billion were settled by issuing some 39.1 million A shares under the Scrip Dividend Programme for the second quarter 2013. * Under our share buyback programme some 45.5 million B shares were bought back for cancellation during the third quarter 2013 for a consideration of $1.5 billion. * Return on average capital employed (see Note 9) on a reported income basis was 10.4% at the end of the third quarter 2013 compared with 13.5% at the end of the third quarter 2012 (see Note 2). * Gearing was 11.2% at the end of the third quarter 2013 versus 9.1% at the end of the third quarter 2012 (see Note 2). * Oil and gas production for the third quarter 2013 was 2,931 thousand boe/d, a decrease of 2% compared with the third quarter 2012. The deteriorated operating environment in Nigeria impacted production volumes by some 65 thousand boe/d compared with the third quarter 2012. Excluding the impact of the deteriorated operating environment in Nigeria, divestments and PSC price effects, third quarter 2013 production volumes were 1% higher than in the same period last year. Production volumes were also impacted by higher maintenance and asset replacement activities. * Equity LNG sales volumes of 4.88 million tonnes for the third quarter 2013 were 2% lower than in the same quarter a year ago. Excluding the impact of the challenging operating environment in Nigeria, equity LNG sales volumes were 4% higher than in the third quarter 2012. * Oil products sales volumes for the third quarter 2013 were 2% higher than for the third quarter 2012. Chemicals sales volumes for the third quarter 2013 decreased by 2% compared with the same quarter a year ago. * Comparative information in this Report has been restated following the adoption of revised IAS 19 Employee Benefits on January 1, 2013, with retrospective effect (see Note 2). Comparative information was not restated for other accounting policy changes (see Note 1) for which the impacts are not significant, including the adoption of IFRS 11 Joint Arrangements on January 1, 2013, which results in certain previously equity-accounted entities now in effect being proportionately consolidated. * Supplementary financial and operational disclosure for the third quarter 2013 is available at www.shell.com/investor. SUMMARY OF IDENTIFIED ITEMS Earnings for the third quarter 2013 reflected the following items, which inaggregate amounted to a net charge of $209 million (compared with a net chargeof $432 million in the third quarter 2012), as summarised in the table below: * Upstream earnings included a net charge of $176 million, reflecting impairments of $234 million, predominantly related to various offshore properties in North America. This was partly offset by the net impact of fair value accounting of commodity derivatives and certain gas contracts of $20 million and a net gain of $38 million from other items. Other items mainly reflected a credit related to statutory tax rate reductions. Upstream earnings for the third quarter 2012 included a net charge of $298 million. * Downstream earnings included a net gain of $14 million, reflecting the net impact of fair value accounting of commodity derivatives of $72 million and net divestment gains of $42 million. This was partly offset by impairments of $24 million and a net charge of $76 million from other items. Other items mainly reflected a write-off of a deferred tax asset, partly offset by a credit related to statutory tax rate reductions. Downstream earnings for the third quarter 2012 included a net charge of $134 million. * Corporate results and Non-controlling interest included a net charge of $47 million, mainly reflecting an adjustment of a tax receivable, partly offset by a credit related to statutory tax rate reductions. Earnings for the third quarter 2012 did not include any identified items. SUMMARY OF IDENTIFIED ITEMS Quarters $ million Nine months Q3 2013 Q2 2013 Q3 2012 2013 2012 Segment earnings impact of identified items: (176) (1,845) (298) Upstream (1,848) 336 14 (365) (134) Downstream (511) 128 Corporate and Non-controlling(47) 4 - interest 375 (271) (209) (2,206) (432) Earnings impact (1,984) 193 These identified items are shown to provide additional insight into segmentearnings and income attributable to shareholders. From the first quarter 2013onwards, identified items include the full impact on Shell's CCS earnings ofthe following items: * Divestment gains and losses * Impairments * Fair value accounting of commodity derivatives and certain gas contracts (see Note 8) * Redundancy and restructuring Further items may be identified in addition to the above. Prior periodcomparatives have not been restated. EARNINGS BY BUSINESS SEGMENT UPSTREAM Quarters $ million Nine months Q3 2013 Q2 2013 Q3 2012 %2 2013 2012 % Upstream earnings excluding3,466 3,526 4,909 -29 identified items1 12,640 15,706 -20 3,290 1,681 4,611 -29 Upstream earnings1 10,792 16,042 -33 Upstream cash flow from6,709 8,143 8,278 -19 operating activities 24,557 26,896 -9 8,148 9,549 6,932 +18 Upstream net capital investment 25,067 15,997 +57 Liquids production available for1,485 1,502 1,599 -7 sale (thousand b/d) 1,541 1,631 -6 Natural gas production available8,383 9,050 8,022 +5 for sale (million scf/d) 9,511 9,167 +4 Total production available for2,931 3,062 2,982 -2 sale (thousand boe/d) 3,181 3,211 -1 Equity LNG sales volumes4.88 4.68 4.97 -2 (million tonnes) 14.71 14.71 - 1 Third quarter 2012 and nine months 2012 comparatives restated for accountingpolicy change (see Note 2) 2 Q3 on Q3 change Third quarter Upstream earnings excluding identified items were $3,466 millioncompared with $4,909 million a year ago. Identified items were a net charge of$176 million, compared with a net charge of $298 million in the third quarter2012 (see page 5). Third quarter 2013 Upstream earnings excluding identified items were reduced bysome $300 million due to the impact of the deteriorated security situationonshore Nigeria and a blockade of Nigeria LNG. In comparison, the third quarter2012 included an additional dividend from an LNG venture of some $200 million. Compared with the third quarter 2012, earnings were also impacted by higheroperating expenses, higher exploration expenses, maintenance activities andincreased depreciation. LNG realisations and gas realisations outside of theAmericas were lower. Earnings benefited from the ramp-up of Pearl GTL inIntegrated Gas and, in the Americas, higher liquids realisations and increasedproduction volumes from liquids-rich shale properties. Upstream operating expenses included higher feasibility expenses for projectsin the pre-final investment decision stage, higher decommissioning andrestoration costs and increased maintenance costs. Exploration expensesincreased mainly due to exploration well write-offs. Upstream Americas excluding identified items continued to incur a loss. Global liquids realisations were 2% lower than for the third quarter 2012. InCanada, synthetic crude oil realisations were 26% higher than for the sameperiod last year. Global natural gas realisations were 2% lower than for thesame quarter a year ago, with a 22% increase in the Americas and a 5% decreaseoutside the Americas. Third quarter 2013 production was 2,931 thousand boe/d compared with 2,982thousand boe/d a year ago. Liquids production decreased by 7% and natural gasproduction increased by 5% compared with the third quarter 2012. Thedeteriorated operating environment in Nigeria impacted production volumes bysome 65 thousand boe/d compared with the third quarter 2012. Excluding theimpact of the deteriorated operating environment in Nigeria, divestments andPSC price effects, third quarter 2013 production was 1% higher than for thesame period last year. Production volumes were also impacted by some 60thousand boe/d compared with the third quarter 2012 due to higher maintenanceand asset replacement activities. New field start-ups and the continuing ramp-up of existing fields, inparticular Pearl GTL in Qatar and Eagle Ford in the United States, contributedsome 180 thousand boe/d to production for the third quarter 2013, which morethan offset the impact of field declines. Equity LNG sales volumes of 4.88 million tonnes decreased by 2% compared withthe same quarter a year ago, reflecting lower volumes from Nigeria LNG, partlyoffset by better operating performance at various other LNG plants. Shell-shareNigeria LNG volumes were some 0.28 million tonnes lower in the third quarter2013 due to reduced feedgas supply, as a result of the deteriorated securitysituation onshore, and due to a blockade of Nigeria LNG operations by theNigerian Maritime Administration and Safety Agency in July. Excluding theimpact of the challenging operating environment in Nigeria, equity LNG salesvolumes were 4% higher than in the third quarter 2012. DOWNSTREAM Quarters $ million Nine months Q3 2013 Q2 2013 Q3 2012 %2 2013 2012 % Downstream CCS earnings892 1,168 1,735 -49 excluding identified items1 3,908 4,153 -6 906 803 1,601 -43 Downstream CCS earnings1 3,397 4,281 -21 Downstream cash flow from2,969 3,761 335 +786 operating activities 7,095 6,808 +4 Downstream net capital1,166 1,328 1,051 +11 investment 3,314 2,804 +18 Refinery processing intake2,947 2,914 2,880 +2 (thousand b/d) 2,917 2,824 +3 Oil products sales volumes6,398 6,212 6,290 +2 (thousand b/d) 6,206 6,191 - Chemicals sales volumes4,620 4,211 4,699 -2 (thousand tonnes) 12,974 14,049 -8 1 Third quarter 2012 and nine months 2012 comparatives restated for accountingpolicy change (see Note 2) 2 Q3 on Q3 change Third quarter Downstream earnings excluding identified items were $892 millioncompared with $1,735 million for the third quarter 2012. Identified items werea net gain of $14 million, compared with a net charge of $134 million for thethird quarter 2012 (see page 5). Compared with the third quarter 2012, Downstream earnings excluding identifieditems benefited from increased contributions from Chemicals and Oil Productsretail, reflecting strong performance from these businesses. This was more thanoffset by significantly lower realised refining margins as well as lowercontributions from trading. Realised refining margins reflected significantly weaker refining industryconditions in all regions due to structural global overcapacity and weakdemand. Contributions from refineries in North America were also impacted bythe narrowing price differential between North American crude oil markers andthe Brent crude oil marker, as well as maintenance activities. Contributionsfrom Chemicals increased as a result of strong operating performance in allregions and improved industry conditions in the United States and Europe. Oil products sales volumes increased by 2% compared with the same period a yearago, mainly as a result of increased trading volumes and an accounting policychange (see Note 1b), partly offset by lower marketing volumes. Chemicals sales volumes decreased by 2% compared with the same quarter lastyear, mainly as a result of an accounting policy change (see Note 1b) andcontract expirations, partly offset by higher trading volumes. Chemicalsmanufacturing plant availability increased to 96% from 89% for the thirdquarter 2012, as a result of strong operating performance and lower plannedmaintenance. Refinery intake volumes were 2% higher compared with the same quarter lastyear, mainly as a result of an accounting policy change (see Note 1b). Refineryavailability was 93%, compared with 92% for the third quarter 2012. CORPORATE AND NON-CONTROLLING INTEREST Quarters $ million Nine months Q3 2013 Q2 2013 Q3 2012 2013 2012 Corporate and Non-controlling interest99 (94) (60) excl. identified items1 29 (239) Of which: 135 (77) 15 Corporate1 146 (51) (36) (17) (75) Non-controlling interest (117) (188) 52 (90) (60) Corporate and Non-controlling interest1 404 (510) 1 Third quarter 2012 and nine months 2012 comparatives restated for accountingpolicy change (see Note 2) Third quarter Corporate results and Non-controlling interest excludingidentified items were a gain of $99 million, compared with a loss of $60million in the same period last year. Identified items for the third quarter2013 were a net charge of $47 million, whereas earnings for the third quarter2012 did not include any identified items (see page 5). Compared with the third quarter 2012, Corporate results excluding identifieditems mainly reflected lower net interest expense and lower costs. FORTHCOMING EVENTS Fourth quarter 2013 results and fourth quarter 2013 dividend are scheduled tobe announced on January 30, 2014. First quarter 2014 results and first quarter2014 dividend are scheduled to be announced on May 1, 2014. Second quarter 2014results and second quarter 2014 dividend are scheduled to be announced on July31, 2014. Third quarter 2014 results and third quarter 2014 dividend arescheduled to be announced on October 30, 2014. UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF INCOME Quarters $ million Nine months Q3Q3 2013 Q2 2013 20121 %2 2013 20121 % 116,513 112,669 112,118 Revenue 341,992 349,106 Share of profit of1,515 1,433 2,367 equity-accounted investments 5,251 6,821 230 246 944 Interest and other income 877 3,162 Total revenue and other118,258 114,348 115,429 income 348,120 359,089 91,842 88,901 87,265 Purchases 267,346 276,375 Production and manufacturing7,416 7,000 6,492 expenses 20,874 18,896 Selling, distribution and3,566 3,661 3,676 administrative expenses 10,814 10,767 291 305 310 Research and development 890 891 1,636 1,228 713 Exploration 3,512 1,937 Depreciation, depletion and4,153 7,502 3,875 amortisation 15,880 10,780 392 379 415 Interest expense 1,172 1,378 8,962 5,372 12,683 -29 Income before taxation 27,632 38,065 -27 4,225 3,631 5,419 Taxation 12,928 17,861 4,737 1,741 7,264 -35 Income for the period 14,704 20,204 -27 Income attributable to60 4 100 non-controlling interest 114 220 Income attributable to Royal4,677 1,737 7,164 -35 Dutch Shell plc shareholders 14,590 19,984 -27 1 Restated for accounting policy change (see Note 2) 2 Q3 on Q3 change EARNINGS PER SHARE Quarters $ Nine months Q3 2013 Q2 2013 Q3 20121 2013 20121 0.75 0.28 1.14 Basic earnings per share 2.32 3.20 0.75 0.27 1.14 Diluted earnings per share 2.32 3.19 1 Restated for accounting policy change (see Note 2) SHARES1 Quarters Millions Nine months Q3 2013 Q2 2013 Q3 2012 2013 2012 Weighted average number of shares as the basis for: 6,269.7 6,313.7 6,266.3 Basic earnings per share 6,297.3 6,253.9 6,272.5 6,316.9 6,273.9 Diluted earnings per share 6,300.3 6,261.2 Shares outstanding at the end of6,282.2 6,296.0 6,284.8 the period 6,282.2 6,284.8 1 Royal Dutch Shell plc ordinary shares of euro 0.07 each Notes 1 to 10 are an integral part of these Condensed Consolidated InterimFinancial Statements. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Quarters $ million Nine months Q3Q3 2013 Q2 2013 20121 2013 20121 4,737 1,741 7,264 Income for the period 14,704 20,204 Other comprehensive income, net of tax: Items that may be reclassified to income in later periods: 1,064 (1,024) 2,163 Currency translation differences (1,612) 1,358 (154) (71) (97) Unrealised losses on securities (194) (132) 25 142 (187) Cash flow hedging gains/(losses) 180 (70) Share of other comprehensive (loss) /income of equity-accounted(39) (29) 27 investments (124) (43) 896 (982) 1,906 Total (1,750) 1,113 Items that are not reclassified to income in later periods: (557) 584 (37) Retirement benefits remeasurements 1,463 (78) (557) 584 (37) Total 1,463 (78) Other comprehensive income/(loss)339 (398) 1,869 for the period (287) 1,035 5,076 1,343 9,133 Comprehensive income for the period 14,417 21,239 Comprehensive income/(loss) attributable to non-controlling34 (22) 132 interest 37 254 Comprehensive income attributable to Royal Dutch Shell plc5,042 1,365 9,001 shareholders 14,380 20,985 1 Restated for accounting policy change (see Note 2) Notes 1 to 10 are an integral part of these Condensed Consolidated InterimFinancial Statements. CONDENSED CONSOLIDATED BALANCE SHEET $ million Sept 30, June 30, Sept 30, 2013 2013 20121 Assets Non-current assets: Intangible assets 4,348 4,384 4,478 Property, plant and equipment 186,541 180,863 162,401 Equity-accounted investments 34,010 33,715 39,033 Investments in securities 4,703 4,809 5,492 Deferred tax 5,514 5,097 4,422 Retirement benefits 3,205 3,649 3,778 Trade and other receivables 9,633 9,115 10,070 247,954 241,632 229,674 Current assets: Inventories 29,820 29,024 32,358 Trade and other receivables 62,561 62,312 70,972 Cash and cash equivalents 14,278 12,540 18,839 106,659 103,876 122,169 Total assets 354,613 345,508 351,843 Liabilities Non-current liabilities: Debt 31,972 28,017 28,078 Trade and other payables 4,198 4,094 4,322 Deferred tax 11,678 11,950 11,605 Retirement benefits 13,738 14,048 13,362 Decommissioning and other provisions 18,839 17,909 16,262 80,425 76,018 73,629 Current liabilities: Debt 5,106 4,954 8,280 Trade and other payables 71,988 70,922 77,550 Taxes payable 13,110 12,031 14,869 Retirement benefits 383 383 399 Decommissioning and other provisions 3,195 2,979 3,131 93,782 91,269 104,229 Total liabilities 174,207 167,287 177,858 Equity attributable to Royal Dutch Shellplc shareholders 179,147 176,867 172,587 Non-controlling interest 1,259 1,354 1,398 Total equity 180,406 178,221 173,985 Total liabilities and equity 354,613 345,508 351,843 1 Restated for accounting policy change (see Note 2) Notes 1 to 10 are an integral part of these Condensed Consolidated InterimFinancial Statements CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Equity attributable to Royal Dutch Shell plc shareholders Shares Share held in Other Retained Non-controlling Total$ million capital trust reserves earnings Total interest equity At January 1, 20131 542 (2,287) (3,752) 180,246 174,749 1,433 176,182 Comprehensiveincome for theperiod - - (210) 14,590 14,380 37 14,417 Capitalcontributions from,and other changesin, non-controllinginterest - - - - - 5 5 Dividends paid - - - (8,481) (8,481) (216) (8,697) Scrip dividends2 8 - (8) 2,893 2,893 - 2,893 Repurchases ofshares3 (10) - 10 (4,226) (4,226) - (4,226) Shares held intrust: net sales/(purchases) anddividends received - 322 - 92 414 - 414 Share-basedcompensation - - (256) (326) (582) - (582) At September 30,2013 540 (1,965) (4,216) 184,788 179,147 1,259 180,406 At January 1, 20121 536 (2,990) (1,961) 162,895 158,480 1,486 159,966 Comprehensiveincome for theperiod1 - - 1,001 19,984 20,985 254 21,239 Capitalcontributions from,and other changesin, non-controllinginterest - - - 36 36 (76) (40) Dividends paid - - - (8,194) (8,194) (266) (8,460) Scrip dividends2 6 - (6) 2,438 2,438 - 2,438 Repurchases ofshares3 (2) - 2 (1,815) (1,815) - (1,815) Shares held intrust: net sales/(purchases) anddividends received - 782 - 114 896 - 896 Share-basedcompensation - - 243 (482) (239) - (239) At September 30,20121 540 (2,208) (721) 174,976 172,587 1,398 173,985 1 Restated for accounting policy change (see Note 2) 2 Under the Scrip Dividend Programme some 88.3 million A shares, equivalent to$2.9 billion, were issued during the first nine months 2013 and some 69.6million A shares, equivalent to $2.4 billion, were issued during the first ninemonths 2012. 3 Includes shares committed to repurchase and repurchases subject to settlementat the end of the quarter Notes 1 to 10 are an integral part of these Condensed Consolidated InterimFinancial Statements. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Quarters $ million Nine months Q3 2013 Q2 2013 Q3 20121 2013 20121 Cash flow from operating activities 4,737 1,741 7,264 Income for the period 14,704 20,204 Adjustment for: 4,965 4,048 5,385 - Current taxation 13,905 16,756 354 301 362 - Interest expense (net) 1,012 1,219 - Depreciation, depletion and4,153 7,502 3,875 amortisation 15,880 10,780 (38) (44) (428) - Net gains on sale of assets (295) (2,145) - Decrease/(increase) in working551 4,085 (2,209) capital 4,670 2,397 - Share of profit of(1,515) (1,433) (2,367) equity-accounted investments (5,251) (6,821) - Dividends received from1,307 2,703 2,537 equity-accounted investments 5,252 7,918 - Deferred taxation, retirement benefits, decommissioning (907) (845) (100) and other provisions (1,763) 763 788 784 (205) - Other 1,599 (352) Net cash from operating14,395 18,842 14,114 activities (pre-tax) 49,713 50,719 (3,986) (6,398) (4,631) Taxation paid (15,301) (14,492) Net cash from operating10,409 12,444 9,483 activities 34,412 36,227 Cash flow from investing activities (8,788) (8,987) (8,413) Capital expenditure (25,637) (21,902) Investments in equity-accounted(352) (291) (789) investments (1,015) (2,811) 79 319 786 Proceeds from sales of assets 780 4,833 Proceeds from sales of212 63 56 equity-accounted investments 429 283 (63) (347) (26) Other investments (net) (390) (56) 31 71 47 Interest received 138 140 Net cash used in investing(8,881) (9,172) (8,339) activities (25,695) (19,513) Cash flow from financing activities Net increase/(decrease) in debt with maturity period 124 (370) 507 within three months (113) 302 4,402 198 2,551 Other debt: New borrowings 4,780 3,295 (672) (3,556) (182) Repayments (6,413) (4,682) (323) (176) (352) Interest paid (657) (1,145) Change in non-controlling8 8 (10) interest 9 (2) Cash dividends paid to: - Royal Dutch Shell plc(1,637) (2,043) (1,973) shareholders (5,588) (5,756) (136) (59) (164) - Non-controlling interest (216) (266) (1,525) (1,934) (149) Repurchases of shares (4,004) (1,039) Shares held in trust: net (purchases)/sales and dividends(189) (432) (93) received (631) 9 Net cash used in financing52 (8,364) 135 activities (12,833) (9,284) Currency translation differences relating to cash and 158 18 278 cash equivalents (156) 117 Increase/(decrease) in cash and1,738 (5,074) 1,557 cash equivalents (4,272) 7,547 Cash and cash equivalents at12,540 17,614 17,282 beginning of period 18,550 11,292 Cash and cash equivalents at end14,278 12,540 18,839 of period 14,278 18,839 1 Restated for accounting policy change (see Note 2) Notes 1 to 10 are an integral part of these Condensed Consolidated InterimFinancial Statements. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 1. Basis of preparation These Condensed Consolidated Interim Financial Statements ("InterimStatements") of Royal Dutch Shell plc and its subsidiaries (collectively knownas Shell) have been prepared in accordance with IAS 34 Interim FinancialReporting as adopted by the European Union and as issued by the InternationalAccounting Standards Board and on the basis of the same accounting principlesas, and should be read in conjunction with, the Annual Report and Form 20-F forthe year ended December 31, 2012 (pages 103 to 108) as filed with the U.S.Securities and Exchange Commission, except as described below: A) Revised IAS 19 Employee Benefits was adopted on January 1, 2013, withretrospective effect (see Note 2). B) IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements andrevised standards IAS 27 Separate Financial Statements and IAS 28 Investmentsin Associates and Joint Ventures were adopted on January 1, 2013. The standardsreinforce the principles for determining when an investor controls anotherentity and in certain cases amend the accounting for arrangements where aninvestor has joint control. The impact of the changes on the accounting forShell's interests is not significant, hence comparative information was notrestated; the major investments affected are listed in Note 7. C)IFRS 13 Fair Value Measurement was adopted on January 1, 2013, with prospectiveeffect. The standard affects nearly all instances where assets and liabilitiesare currently recognised at fair value, primarily by refining the measurementconcept to represent an asset or liability's exit value. The standard alsointroduces certain additional considerations to the measurement process andadditional disclosures have been provided where considered material (see Note6). The impact of the changes for Shell is not significant. The financial information presented in the Interim Statements does notconstitute statutory accounts within the meaning of section 434(3) of theCompanies Act 2006. Statutory accounts for the year ended December 31, 2012were published in Shell's Annual Report and a copy delivered to the Registrarof Companies in England and Wales. The auditors' report on those accounts wasunqualified, did not include a reference to any matters to which the auditorsdrew attention by way of emphasis without qualifying the report and did notcontain a statement under sections 498(2) or (3) of the Companies Act 2006. The Interim Statements are unaudited. Segment information Segment earnings (see Note 3) are presented on a current cost of supplies basis(CCS earnings). On this basis, the purchase price of volumes sold during theperiod is based on the current cost of supplies during the same period aftermaking allowance for the tax effect. CCS earnings therefore exclude the effectof changes in the oil price on inventory carrying amounts. Net capital investment (see Note 10) is defined as capital expenditure asreported in the Condensed Consolidated Statement of Cash Flows, adjusted for:proceeds from disposals (excluding those in the Corporate segment relating toother investments); exploration expense excluding exploration wells writtenoff; investments in equity-accounted investments; and leases and other items. CCS earnings and net capital investment information are the dominant measuresused by the Chief Executive Officer for the purposes of making decisions aboutallocating resources and assessing performance. 2. Accounting for defined benefit plans Revised IAS 19 Employee Benefits (IAS 19R) was adopted on January 1, 2013, withretrospective effect; comparative information is therefore restated. The revised standard requires immediate recognition of actuarial gains andlosses and return on assets arising in connection with defined benefit plansthrough other comprehensive income (see page 10). Previously, Shell applied thecorridor method of accounting under which amounts falling inside the corridorremained unrecognised, while amounts falling outside it were recognised(amortised) in income over a number of years. For the periods presented in thisReport, the elimination of this amortisation is approximately offset by lowerinterest income being recognised in income under the IAS 19R "net interest"approach. Under this approach, interest income from defined benefit plan assetsis determined based on the same discount rate as applied to measure planobligations, rather than on an expected rate of return reflecting the plan'sinvestment portfolio. The following table sets out the impact of the change on relevant lines in theCondensed Consolidated Balance Sheet, on gearing, and on the return on averagecapital employed (ROACE, see Note 9) for the twelve months ending at therespective balance sheet date. $ million Dec 31, 2012 Sept 30, 2012 Effect of Effect of As accounting As accounting previously policy previously policy stated change Restated stated change Restated Non-current assets Deferred tax 4,045 243 4,288 4,246 176 4,422 Retirementbenefits 12,575 (10,274) 2,301 12,461 (8,683) 3,778 Non-currentliabilities Deferred tax 15,590 (5,278) 10,312 16,107 (4,502) 11,605 Retirementbenefits 6,298 8,992 15,290 6,169 7,193 13,362 Total equity Other reserves 10,021 (13,773) (3,752) 10,448 (11,169) (721) Retained earnings 180,218 28 180,246 175,005 (29) 174,976 Gearing1 9.2% 0.6% 9.8% 8.6% 0.5% 9.1% ROACE 12.7% 0.9% 13.6% 12.9% 0.6% 13.5% 1 Net debt (total debt less cash and cash equivalents) as a percentage of totalcapital (net debt plus total equity) The effect of the accounting policy change at January 1, 2012 was to reduceAccumulated other comprehensive income (within Other reserves) by $10,945million, Retained earnings by $92 million and Total equity by $11,037 million. Income for the third quarter 2012 increased by $25 million, of which Upstreamsegment earnings increased by $21 million and Downstream segment earningsincreased by $4 million. There was no impact on basic and diluted earnings pershare for the third quarter 2012 nor on net cash from operating activities. Income for the first nine months 2012 increased by $63 million of whichUpstream segment earnings increased by $58 million and Downstream segmentearnings increased by $5 million. Basic and diluted earnings per share for thefirst nine months 2012 increased by $0.01. There was no impact on net cash fromoperating activities. 3. Information by business segment Quarters $ million Nine months Q3 20121 20121 Q3 2013 2013 Third-party revenue 11,563 10,028 Upstream 36,024 32,066 104,914 102,075 Downstream 305,857 317,000 36 15 Corporate 111 40 116,513 112,118 Total third-party revenue 341,992 349,106 Inter-segment revenue 11,569 12,338 Upstream 34,064 38,337 76 172 Downstream 477 555 - - Corporate - - Segment earnings 3,290 4,611 Upstream2 10,792 16,042 906 1,601 Downstream 3,397 4,281 88 15 Corporate 506 (285) 4,284 6,227 Total segment earnings 14,695 20,038 1 Restated for accounting policy change (see Note 2) 2 Second quarter 2013 Upstream earnings included an impairment charge of $2,071million after taxation ($3,267 million before taxation) Quarters $ million Nine months Q3 20121 20121 Q3 2013 2013 4,284 6,227 Total segment earnings 14,695 20,038 Current cost of supplies adjustment: 541 1,130 Purchases (140) 160 (137) (294) Taxation 53 (51) Share of profit of equity-accounted49 201 investments 96 57 4,737 7,264 Income for the period 14,704 20,204 1 Restated for accounting policy change (see Note 2) 4. Share capital Issued and fully paid Ordinary shares of euro 0.07 each Sterling deferred Number of shares A B shares of £1 each At January 1, 2013 3,772,388,687 2,617,715,189 50,000 Scrip dividends 88,288,316 - - Repurchases of shares - (117,715,539) - At September 30, 2013 3,860,677,003 2,499,999,650 50,000 Nominal value Ordinary shares $ million A B Total At January 1, 2013 321 221 542 Scrip dividends 8 - 8 Repurchases of shares - (10) (10) At September 30, 2013 329 211 540 The total nominal value of sterling deferred shares is less than $1 million. At Royal Dutch Shell plc's Annual General Meeting on May 21, 2013, the Boardwas authorised to allot ordinary shares in Royal Dutch Shell plc, and to grantrights to subscribe for or to convert any security into ordinary shares inRoyal Dutch Shell plc, up to an aggregate nominal amount of euro 148 million(representing approximately 2,114 million ordinary shares of euro 0.07 each),and to list such shares or rights on any stock exchange. This authority expiresat the earlier of the close of business on August 21, 2014 and the end of theAnnual General Meeting to be held in 2014, unless previously renewed, revokedor varied by Royal Dutch Shell plc in a general meeting. 5. Other reserves Accumulated Share Capital Share other Merger premium redemption plan comprehensive$ million reserve1 reserve1 reserve2 reserve income Total At January 1, 20133 3,423 154 63 2,028 (9,420) (3,752) Other comprehensiveloss attributable toRoyal Dutch Shell plcshareholders - - - - (210) (210) Scrip dividends (8) - - - - (8) Repurchases of shares - - 10 - - 10 Share-basedcompensation - - - (256) - (256) At September 30, 2013 3,415 154 73 1,772 (9,630) (4,216) At January 1, 20123 3,432 154 60 1,571 (7,178) (1,961) Other comprehensiveincome attributable toRoyal Dutch Shell plcshareholders3 - - - - 1,001 1,001 Scrip dividends (6) - - - - (6) Repurchases of shares - - 2 - - 2 Share-basedcompensation - - - 243 - 243 At September 30, 20123 3,426 154 62 1,814 (6,177) (721) 1 The merger reserve and share premium reserve were established as aconsequence of Royal Dutch Shell plc becoming the single parent company ofRoyal 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 repurchasesof shares of Royal Dutch Shell plc. 3 Restated for accounting policy change (see Note 2) 6. Derivative contracts The table below provides the carrying amounts of derivative contracts held,disclosed in accordance with IFRS 13 Fair Value Measurement (see Note 1c). Sept 30, June 30, Sept 30,$ million 2013 2013 2012 Included within: Trade and other receivables - non-current 1,683 1,337 1,462 Trade and other receivables - current 7,218 8,174 12,088 Trade and other payables - non-current 583 583 735 Trade and other payables - current 7,200 7,834 12,350 7. Major investments in joint ventures and associates Of the major investments in joint ventures and associates listed in the AnnualReport and Form 20-F for the year ended December 31, 2012 (page 117), Aera,Deer Park and Saudi Aramco Shell Refinery have been assessed as jointoperations under IFRS 11 Joint Arrangements (see Note 1b) and are no longeraccounted for using the equity method as from January 1, 2013. 8. Impacts of accounting for derivatives In the ordinary course of business Shell enters into contracts to supply orpurchase oil and gas products, and also enters into derivative contracts tomitigate resulting economic exposures (generally price exposure). Derivativecontracts are carried at period-end market price (fair value), with movementsin fair value recognised in income for the period. Supply and purchasecontracts entered into for operational purposes are, by contrast, recognisedwhen the transaction occurs (see also below); furthermore, inventory is carriedat historical cost or net realisable value, whichever is lower. As a consequence, accounting mismatches occur because: (a) the supply orpurchase transaction is recognised in a different period; or (b) the inventoryis measured on a different basis. In addition, certain UK gas contracts held by Upstream are, due to pricing ordelivery conditions, deemed to contain embedded derivatives or written optionsand are also required to be carried at fair value even though they are enteredinto for operational purposes. The accounting impacts of the aforementioned are reported as identified itemsin this Report. 9. Return on average capital employed Return on average capital employed (ROACE) measures the efficiency of Shell'sutilisation of the capital that it employs and is a common measure of businessperformance. In this calculation, ROACE is defined as the sum of income for thecurrent and previous three quarters, adjusted for after-tax interest expense,as a percentage of the average capital employed for the same period. Capitalemployed consists of total equity, current debt and non-current debt. The taxrate is derived from calculations at the published segment level. 10. Liquidity and capital resources Third quarter net cash from operating activities was $10.4 billion comparedwith $9.5 billion for the same period last year. Total current and non-current debt increased to $37.1 billion at September 30,2013 from $33.0 billion at June 30, 2013 while cash and cash equivalentsincreased to $14.3 billion at September 30, 2013, from $12.5 billion at June30, 2013. During the third quarter 2013 Shell issued $3.75 billion of debtunder the US shelf registration. No new debt was issued under the euromedium-term note programme. Net capital investment in the third quarter 2013 was $9.4 billion, of which$8.1 billion was in Upstream, $1.2 billion in Downstream and $0.1 billion inCorporate. Net capital investment in the same period of 2012 was $8.0 billion,of which $6.9 billion was in Upstream and $1.1 billion in Downstream. Dividends of $0.45 per share are announced on October 31, 2013 in respect ofthe third quarter. These dividends are payable on December 23, 2013. In thecase of the B shares, the dividends will be payable through the dividend accessmechanism 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, 2012 foradditional information on the dividend access mechanism. Under the Scrip Dividend Programme shareholders can increase their shareholdingin Shell by choosing to receive new shares instead of cash dividends. Only newA shares will be issued under the Programme, including to shareholders whocurrently hold B shares. Nine months net cash from operating activities was $34.4 billion compared with$36.2 billion for the same period last year. Total current and non-current debt decreased to $37.1 billion at September 30,2013 from $37.8 billion at December 31, 2012 while cash and cash equivalentsdecreased to $14.3 billion at September 30, 2013, from $18.6 billion atDecember 31, 2012. During the first nine months 2013 Shell issued $3.75 billionof debt under the US shelf registration. No new debt was issued under the euromedium-term note programme. Net capital investment in the first nine months 2013 was $28.5 billion, ofwhich $25.1 billion was in Upstream, $3.3 billion in Downstream and $0.1billion in Corporate. Net capital investment in the same period of 2012 was$18.9 billion, of which $16.0 billion was in Upstream, $2.8 billion inDownstream and $0.1 billion in Corporate. CAUTIONARY STATEMENT All amounts shown throughout this Report are unaudited. The companies in which Royal Dutch Shell plc directly and indirectly ownsinvestments are separate entities. In this document "Shell", "Shell group" and"Royal Dutch Shell" are sometimes used for convenience where references aremade to Royal Dutch Shell plc and its subsidiaries in general. Likewise, thewords "we", "us" and "our" are also used to refer to subsidiaries in general orto those who work for them. These expressions are also used where no usefulpurpose is served by identifying the particular company or companies.''Subsidiaries'', "Shell subsidiaries" and "Shell companies" as used in thisdocument refer to companies over which Royal Dutch Shell plc either directly orindirectly has control. Companies over which Shell has joint control aregenerally referred to as "joint ventures" and companies over which Shell hassignificant influence but neither control nor joint control are referred to as"associates". In this document, joint ventures and associates may also bereferred to as "equity-accounted investments". The term "Shell interest" isused for convenience to indicate the direct and/or indirect (for example,through our 23% shareholding in Woodside Petroleum Ltd.) ownership interestheld by Shell in a venture, partnership or company, after exclusion of allthird-party interest. This document contains forward-looking statements concerning the financialcondition, results of operations and businesses of Royal Dutch Shell. Allstatements other than statements of historical fact are, or may be deemed tobe, forward-looking statements. Forward-looking statements are statements offuture expectations that are based on management's current expectations andassumptions and involve known and unknown risks and uncertainties that couldcause actual results, performance or events to differ materially from thoseexpressed or implied in these statements. Forward-looking statements include,among other things, statements concerning the potential exposure of Royal DutchShell to market risks and statements expressing management's expectations,beliefs, estimates, forecasts, projections and assumptions. Theseforward-looking statements are identified by their use of terms and phrasessuch 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 offactors that could affect the future operations of Royal Dutch Shell and couldcause those results to differ materially from those expressed in theforward-looking statements included in this document, including (withoutlimitation): (a) price fluctuations in crude oil and natural gas; (b) changesin demand for Shell's products; (c) currency fluctuations; (d) drilling andproduction results; (e) reserves estimates; (f) loss of market share andindustry competition; (g) environmental and physical risks; (h) risksassociated with the identification of suitable potential acquisition propertiesand targets, and successful negotiation and completion of such transactions;(i) the risk of doing business in developing countries and countries subject tointernational sanctions; (j) legislative, fiscal and regulatory developmentsincluding regulatory measures addressing climate change; (k) economic andfinancial market conditions in various countries and regions; (l) politicalrisks, including the risks of expropriation and renegotiation of the terms ofcontracts with governmental entities, delays or advancements in the approval ofprojects and delays in the reimbursement for shared costs; and (m) changes intrading conditions. All forward-looking statements contained in this documentare expressly qualified in their entirety by the cautionary statementscontained or referred to in this section. Readers should not place unduereliance on forward-looking statements. Additional risk factors that may affectfuture results are contained in Royal Dutch Shell's Form 20-F for the yearended December 31, 2012 (available at www.shell.com/investor and www.sec.gov).These risk factors also expressly qualify all forward-looking statementscontained in this document and should be considered by the reader. Eachforward-looking statement speaks only as of the date of this document, October31, 2013. Neither Royal Dutch Shell plc nor any of its subsidiaries undertakeany obligation to publicly update or revise any forward-looking statement as aresult of new information, future events or other information. In light ofthese risks, results could differ materially from those stated, implied orinferred from the forward-looking statements contained in this document. We may have used certain terms, such as resources, in this document that theUnited States Securities and Exchange Commission (SEC) strictly prohibits usfrom including in our filings with the SEC. U.S. investors are urged toconsider closely the disclosure in our Form 20-F, File No 1-32575, available onthe SEC website www.sec.gov. You can also obtain this form from the SEC bycalling 1-800-SEC-0330. October 31, 2013 The information in this Report reflects the unaudited consolidated financialposition and results of Royal Dutch Shell plc. Company No. 4366849, RegisteredOffice: Shell Centre, London, SE1 7NA, England, UK. Contacts: - Investor Relations: International + 31 (0) 70 377 4540; North America +1 713241 1042 - Media: International +44 (0) 207 934 5550; USA +1 713 241 4544