Shell Plc 3rd Quarter 2022 Unaudited Results

1.Q3 on Q2 change

Quarter Analysis1

Income attributable to Shell plc shareholders, compared with the second quarter 2022, mainly reflected lower LNG trading and optimisation results, lower chemicals and refining margins, as well as higher underlying operating expenses, partly offset by increased volumes from higher-value barrels in Deep Water.

Third quarter 2022 income attributable to Shell plc shareholders also included net losses of $1.0 billion due to the fair value accounting of commodity derivatives, and impairment charges of $0.4 billion. These net losses are included in identified items amounting to a charge of $1.4 billion in the quarter. This compares with identified items in the second quarter 2022 which amounted to a net gain of $5.2 billion.

Adjusted Earnings and Adjusted EBITDA were driven by the same factors as income attributable to Shell plc shareholders and adjusted for the above identified items and the cost of supplies adjustment of $1.4 billion.

Cash flow from operating activities for the third quarter 2022 was $12.5 billion, and included working capital outflows of $4.2 billion, and tax payments of $3.4 billion. The working capital outflows are mainly driven by the increase in European gas inventories, and initial margin outflows, partly offset by lower prices on crude inventories.

Cash flow from investing activities for the quarter was an outflow of $5.0 billion.

Net debt and Gearing: At the end of the third quarter 2022, net debt was $48.3 billion, compared with $46.4 billion at the end of the second quarter 2022, mainly reflecting lower cash flow from operating activities and the absorption of debt from the acquisition of Sprng Energy. Gearing was 20.3% at the end of the third quarter 2022, compared with 19.3% at the end of the second quarter 2022, mainly driven by the increase in net debt.

Shareholder distributions

Total shareholder distributions in the quarter amounted to $6.8 billion. Dividends declared to Shell plc shareholders for the third quarter 2022 amount to $0.25 per share. Shell has now completed $6 billion of share buybacks announced in the

second quarter 2022 results announcement. Today, Shell announces a share buyback programme of $4 billion which is expected to be completed by the fourth quarter 2022 results announcement. Shareholder distributions are in excess of 30% of cash flow from operating activities for the last four quarters. Subject to Board approval, Shell intends to increase the dividend per share by an expected 15% for the fourth quarter 2022, which will be paid in March 2023.

Nine Months Analysis1

Income attributable to Shell plc shareholders, compared with the first nine months 2021, mainly reflected higher realised prices, higher refining margins, higher trading and optimisation results, partly offset by lower volumes, and lower chemicals margins.

First nine months 2022 income attributable to Shell plc shareholders also included net losses of $0.8 billion due to the fair value accounting of commodity derivatives, the write-down of a loan of $0.8 billion, and net impairment reversals of $1.4 billion. These gains and losses are included in identified items amounting to a net charge of $0.3 billion in the first nine months. This compares with identified items in the first nine months 2021 which amounted to a net charge of $6.9 billion.

Adjusted Earnings and Adjusted EBITDA for the first nine months 2022 were driven by the same factors as income attributable to Shell plc shareholders and adjusted for identified items and the cost of supplies adjustment of negative $2.1 billion.

Cash flow from operating activities for the first nine months 2022 was $46.0 billion, and reflected working capital outflows of $15.8 billion, and tax payments of $8.7 billion.

Cash flow from investing activities for the first nine months 2022 was an outflow of $15.5 billion.

This announcement, together with supplementary financial and operational disclosure and a separate press release for this quarter, is available at www.shell.com/investors2.

1.All earnings amounts are shown post-tax, unless stated otherwise.

2. Not incorporated by reference.

THIRD QUARTER 2022 PORTFOLIO DEVELOPMENTS

Withdrawal from Russian oil and gas activities

We refer to Note 8 to the Condensed Consolidated Interim Financial Statements.

Integrated Gas

In July 2022, we were selected by QatarEnergy as a partner in the North Field East expansion project in Qatar, and in October 2022, we were selected as a partner in the North Field South project.

Upstream

In July 2022, we announced the final investment decision to develop the Jackdaw gas field in the UK North Sea, following regulatory approval earlier this year.

In September 2022, we announced the agreement to sell our 100% interest in Shell Onshore Ventures LLC, which holds a 51.8% membership interest in Aera Energy LLC in the USA.

In September 2022, we announced the final investment decision to develop the Rosmari-Marjoram gas project in Sarawak, Malaysia.

Chemicals and Products

In October 2022, we announced that Shell USA, Inc. and Shell Midstream Partners, L.P. had completed the definitive agreement and plan of merger announced in July 2022, pursuant to which Shell USA, Inc. acquired all of the common units representing limited partner interests in Shell Midstream Partners, L.P. not held by Shell USA, Inc. or its affiliates.

Renewables and Energy Solutions

In July 2022, we announced the final investment decision to build Holland Hydrogen I, which will be Europe's largest renewable hydrogen plant once operational in 2025.

In August 2022, we completed the 100% acquisition of Solenergi Power Private Limited and with it, the Sprng Energy group of companies in India, which develops and manages renewable energy facilities such as solar and wind farms and infrastructure assets.

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PERFORMANCE BY SEGMENT

1.Q3 on Q2 change

The Integrated Gas segment includes liquefied natural gas (LNG), conversion of natural gas into gas-to-liquids (GTL) fuels and other products. The segment includes natural gas and liquids exploration and extraction, and the operation of the upstream and midstream infrastructure necessary to deliver gas and liquids to market as well as the marketing, trading and optimisation of LNG, including LNG as a fuel for heavy-duty vehicles.

Quarter Analysis1

Segment earnings, compared with the second quarter 2022, reflected the net effect of lower contributions from trading and optimisation and higher realised prices (decrease of $994 million). The trading and optimisation contributions were mainly impacted by a combination of seasonality and supply constraints, coupled with substantial differences between paper and physical realisations in a volatile and dislocated market.

Third quarter 2022 segment earnings also included gains of $3,419 million due to the fair value accounting of commodity derivatives. As part of Shell's normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases and sales. As these commodity derivatives are measured at fair value, this creates an accounting mismatch over periods. These gains are part of identified items and compare with the second quarter 2022 which included net impairment reversals of $2,508 million and gains of $1,979 million due to the fair value accounting of commodity derivatives, partly offset by charges of $326 million due to provisions for onerous contracts.

Adjusted Earnings and Adjusted EBITDA were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the quarter was primarily driven by Adjusted EBITDA, and net cash inflows related to derivatives (inflow of $3,591 million). This was partly offset by working capital movements (outflow of $1,174 million) and tax payments (outflow of $845 million).

Total oil and gas production, compared with the second quarter 2022, decreased by 2% mainly due to "Permitted Industrial Actions" at Prelude and production sharing contract effects, partly offset by lower maintenance activities in Trinidad & Tobago. LNG liquefaction volumes decreased by 5% mainly due to "Permitted Industrial Actions" at Prelude and higher maintenance activities.

Nine Months Analysis1

Segment earnings, compared with the first nine months 2021, reflected higher realised prices and contributions from trading and optimisation (increase of $6,700 million). This was partly offset by lower volumes (decrease of $892 million) and higher operating expenses (increase of $394 million).

First nine months 2022 segment earnings also included gains of $6,980 million due to the fair value accounting of commodity derivatives and net impairment reversals of $779 million, partly offset by other impacts of $608 million, which mainly comprised loan write-downs, as well as charges of $387 million due to provisions for onerous contracts. These gains and losses are part of identified items and compare with the first nine months 2021 which included losses of $2,382 million due to the fair value accounting of commodity derivatives and impairment charges of $389 million, partly offset by gains of $1,104 million related to the sale of assets.

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Adjusted Earnings and Adjusted EBITDA were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the first nine months 2022 was primarily driven by Adjusted EBITDA and net cash inflows related to derivatives (inflow of $7,053 million), partly offset by tax payments (outflow of $2,112 million) and working capital movements (outflow of $1,479 million).

Total oil and gas production, compared with the first nine months 2021, decreased by 9% due to higher maintenance and production sharing contract effects, derecognition of Sakhalin-related volumes and "Permitted Industrial Actions" at Prelude, partly offset by new field ramp up's in Trinidad & Tobago. LNG liquefaction volumes decreased by 1% due to the derecognition of Sakhalin-related volumes, "Permitted Industrial Actions" at Prelude and lower feedgas supply, partly offset by lower maintenance.

1.All earnings amounts are shown post-tax, unless stated otherwise.

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1.Q3 on Q2 change

The Upstream segment includes exploration and extraction of crude oil, natural gas and natural gas liquids. It also markets and transports oil and gas, and operates the infrastructure necessary to deliver them to the market.

Quarter Analysis1

Segment earnings, compared with the second quarter 2022, mainly reflected increased volumes from higher-value barrels in Deep Water this quarter ($442 million), non-cash provision releases ($503 million), and share of profit of joint ventures and associated gain relating to storage transfer effects ($209 million).

Third quarter 2022 segment earnings also included a gain of $312 million due to the impact of the discount rate change on provisions and charges of $361 million relating to UK Energy Profits Levy and an impairment charge of $303 million. These gains and losses are part of identified items, and compare with the second quarter 2022 which included net gains from impairments and impairment reversals of $1,682 million and a $252 million charge related to the impact of the weakening Brazilian real on a deferred tax position.

Adjusted Earnings and Adjusted EBITDA were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the quarter was primarily driven by Adjusted EBITDA, partly offset by the timing impact of dividends from joint ventures and associates of $1,543 million and tax payments of $2,372 million.

Total production, compared with the second quarter 2022, decreased mainly due to the derecognition of Salym in Russia and unscheduled deferments, which are partly offset by higher scheduled maintenance in the second quarter 2022.

Nine Months Analysis1

Segment earnings, compared with the first nine months 2021, mainly reflected higher realised oil and gas prices (increase of $8,343 million) and a gain of $979 million relating to storage and working gas transfer effects, partly offset by lower volumes (reduction of $1,842 million), mainly as a result of divestments.

First nine month 2022 segment earnings also included a gain from net impairment and impairment reversals of $982 million and losses of $529 million due to the fair value accounting of commodity derivatives. These gains and losses are part of identified items, and compare with the first nine months 2021 which included losses of $378 million due to the fair value accounting of commodity derivatives, a net charge of $99 million related to the impact of the weakening Brazilian real on a deferred tax position, impairment charges of $226 million, and a net gain of $236 million related to the sale of assets.

Adjusted Earnings and Adjusted EBITDA were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the first nine months of 2022 was primarily driven by Adjusted EBITDA, partly offset by the timing impact of dividends from joint ventures and associates of $2,843 million and tax payments of $6,060 million.

Total production, compared with the first nine months 2021, decreased due to the impact of divestments and scheduled maintenance. The impact of field decline was more than offset by growth from new fields.

1.All earnings amounts are shown post-tax, unless stated otherwise

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1.Q3 on Q2 change

2.Segment earnings, Adjusted Earnings and Adjusted EBITDA are presented on a CCS basis (see Note 2).

The Marketing segment comprises the Mobility, Lubricants, and Sectors & Decarbonisation businesses. The Mobility business operates Shell’s retail network including electric vehicle charging services. The Lubricants business produces, markets and sells lubricants for road transport, and machinery used in manufacturing, mining, power generation, agriculture and construction. The Sectors & Decarbonisation business sells fuels, speciality products and services including low-carbon energy solutions to a broad range of commercial customers including the aviation, shipping, commercial road transport and agricultural sectors.

Quarter Analysis1

Segment earnings, compared with the second quarter 2022, reflected higher Marketing unit margins (increase of $148 million) mainly driven by seasonal impacts in Mobility, partly offset by lower Lubricants and Sectors & Decarbonisation margins. The third quarter 2022 also included higher operating expenses (increase of $73 million).

Adjusted Earnings and Adjusted EBITDA were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the quarter was primarily driven by Adjusted EBITDA, and working capital inflows of $910 million, partly offset by tax payments of $112 million.

Marketing sales volumes (comprising hydrocarbon sales), compared with the second quarter 2022, increased mainly due to seasonal effects in Mobility and Sectors & Decarbonisation, partly offset by lower Lubricants sales volumes which were impacted by market exits.

Nine Months Analysis1

Segment earnings, compared with the first nine months 2021, reflected higher operating expenses partly driven by increased volumes (increase of $567 million), partly offset by higher Marketing margins (increase of $128 million).

First nine months 2022 segment earnings also included net losses of $236 million from impairments and impairment reversals, net losses of $111 million related to the sale of assets, losses of $88 million due to the fair value accounting of commodity derivatives, and provisions for onerous contracts of $62 million. These net losses are part of identified items and compare with the first nine months 2021 which included gains of $312 million related to the sale of assets, partly offset by charges of $120 million related to redundancy and restructuring costs.

Adjusted Earnings and Adjusted EBITDA were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the first nine months 2022 was primarily driven by Adjusted EBITDA, and non-cash cost-of-sales adjustments of $691 million, partly offset by working capital outflows of $3,304 million, and tax payments of $333 million.

Marketing sales volumes (comprising hydrocarbon sales), compared with the first nine months 2022, increased mainly due to demand recovery in Aviation (within Sectors & Decarbonisation).

1.All earnings amounts are shown post-tax, unless stated otherwise

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1.Q3 on Q2 change

2.Segment earnings, Adjusted Earnings and Adjusted EBITDA are presented on a CCS basis (see Note 2).

The Chemicals and Products segment includes chemicals manufacturing plants with their own marketing network, and refineries which turn crude oil and other feedstocks into a range of oil products which are moved and marketed around the world for domestic, industrial and transport use. The segment also includes the Pipeline business, Trading of crude oil, oil products and petrochemicals, and Oil Sands activities (the extraction of bitumen from mined oil sands and its conversion into synthetic crude oil).

Quarter Analysis1

Segment earnings, compared with the second quarter 2022, reflected lower Products margins (decrease of $833 million) mainly due to lower Refining margins due to recovery in global product supply to meet demand, lower Chemicals margins (decrease of $276 million) due to higher feedstock and utility costs, and higher operating expenses (increase of $134 million).

Third quarter 2022 segment earnings also included gains of $226 million due to the fair value accounting of commodity derivatives. These gains are part of identified items, and compare with the second quarter 2022 which included gains of $74 million due to the fair value accounting of commodity derivatives, gains of $64 million related to the sale of assets, and impairment charges of $41 million.

Adjusted Earnings and Adjusted EBITDA were driven by the same factors as the segment earnings and adjusted for identified items. Adjusted Earnings for the third quarter were a loss of $555 million for Chemicals and positive earnings of $1,327 million for Products, from high Refining margins in the third quarter 2022, although lower than in the second quarter 2022.

Cash flow from operating activities for the quarter was primarily driven by Adjusted EBITDA, working capital inflows of $2,419 million, the timing of payments relating to emissions and biofuel programmes of $563 million, and cash inflows relating to commodity derivatives of $410 million. These net inflows were partly offset by non-cash cost-of-sales adjustments of $1,878 million.

Chemicals manufacturing plant utilisation was 76% (previous methodology: 70%) compared with 78% (previous methodology: 71%) in the second quarter 2022, due to optimisation in the current low-margin environment.

Refinery utilisation was 88% (previous methodology: 79%) compared with 84% (previous methodology: 69%) in the second quarter 2022, due to lower unplanned maintenance.

With effect from the second quarter 2022, the methodology applied in calculating both Chemicals manufacturing plant utilisation and Refinery utilisation has been revised to further align with industry disclosures. The revisions include moving from stream days capacity (defined as the maximum throughput, excluding the impact of maintenance or operational outages) to calendar days capacity (defined as the throughput including typical limitations such as maintenance over an extended period of time). Furthermore, Refinery utilisation is now specific to the capacity of the crude distillation unit (except for Scotford Refinery which uses the capacity of the hydrocracker), and no longer the capacity across all refinery units.

Nine Months Analysis1

Segment earnings, compared with the first nine months 2021, reflected higher Products margins (increase of $4,375 million) reflecting higher realised Refining margins and higher contributions from trading and optimisation, as well as lower depreciation charges (decrease of $239 million). These were partly offset by lower Chemicals margins (decrease of $2,306 million) and higher operating expenses (increase of $465 million).

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First nine months 2022 segment earnings also included gains of $181 million related to the sale of assets, gains of $87 million related to the remeasurement of redundancy and restructuring costs, gains of $67 million related to the fair value accounting of commodity derivatives, and impairment charges of $142 million. These gains and losses are part of identified items, and compare with the first nine months 2021 which included impairment charges of $1,487 million, charges of $177 million related to the fair value accounting of commodity derivatives, and charges of $82 million related to provisions for onerous contracts.

Adjusted Earnings and Adjusted EBITDA were driven by the same factors as the segment earnings and adjusted for identified items. Adjusted Earnings for the first nine months 2022 were a loss of $683 million for Chemicals and positive earnings of $4,658 million for Products.

Cash flow from operating activities for the first nine months 2022 was primarily driven by Adjusted EBITDA, non-cash cost-of-sales adjustments of $2,295 million, the timing of payments relating to emissions and biofuel programmes of $1,553 million, dividends from joint ventures and associates of $518 million, and a long-term payable for a volume purchase contract of $507 million. These inflows were partly offset by working capital outflows of $2,318 million.

Chemicals manufacturing plant utilisation was 79% (previous methodology: 73%) compared with 87% (previous methodology: 79%) in the first nine months 2021, due to higher turnarounds and optimisation for the low margin environment during the first nine months 2022.

Refinery utilisation was 84% (previous methodology: 74%) compared with 81% (previous methodology: 73%) in the first nine months 2021.

1.All earnings amounts are shown post-tax, unless stated otherwise.

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1.Q3 on Q2 change

2.Physical power sales to third parties; excluding financial trades and physical trade with brokers, investors, financial institutions, trading platforms, and wholesale traders.

3.Physical natural gas sales to third parties; excluding financial trades and physical trade with brokers, investors, financial institutions, trading platforms, and wholesale traders. Excluding sales of natural gas by other segments and LNG sales.

The Renewables and Energy Solutions segment includes Shell’s Integrated Power activities, comprising electricity generation, marketing, trading and optimisation of power and pipeline gas, and digitally enabled customer solutions. The segment also includes production and marketing of hydrogen, development of commercial carbon capture & storage hubs, trading of carbon credits and investment in nature-based projects that avoid or reduce carbon.

Quarter Analysis1

Segment earnings, compared with the second quarter 2022, mainly reflected lower trading and optimisation results for gas and power due to price volatility across North America, Europe and Australia, as well as higher operating expenses.

Third quarter 2022 segment earnings also included net losses of $4,414 million due to the fair value accounting of commodity derivatives. As part of Shell's normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory. As these commodity derivatives are measured at fair value, this creates an accounting mismatch over periods. These losses are part of identified items and compare with the second quarter 2022 which included net losses of $898 million due to the fair value accounting of commodity derivatives.

Adjusted Earnings and Adjusted EBITDA were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the quarter was primarily driven by working capital movements (outflow of $5,694 million) and net cash outflows related to derivatives (outflow of $2,695 million), partly offset by Adjusted EBITDA.

Nine Months Analysis1

Segment earnings, compared with the first nine months 2021, reflected higher trading and optimisation results for gas and power, partly offset by higher operating expenses.

However, first nine months 2022 segment earnings also included net losses of $7,192 million due to the fair value accounting of commodity derivatives. These losses are part of identified items and compare with the first nine months 2021 which included net losses of $3,067 million due to the fair value accounting of commodity derivatives.

Adjusted Earnings and Adjusted EBITDA were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the first nine months 2022 was primarily driven by working capital movements (outflow of $7,256 million) and net cash outflows related to derivatives (outflow of $3,676 million), partly offset by Adjusted EBITDA.

1.All earnings amounts are shown post-tax, unless stated otherwise.

Additional Growth Measures

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1.Q3 on Q2 change

2.Shell's equity share of renewable generation capacity post commercial operation date. It excludes Shell's equity share of associates where information cannot be obtained and prior period comparatives have been revised accordingly.

3.Shell's equity share of renewable generation capacity under construction and/or committed for sale under long-term offtake agreements (PPA). Q2 2022 has been revised for updated information. It excludes Shell's equity share of associates where information cannot be obtained and prior period comparatives have been revised accordingly.

The Corporate segment covers the non-operating activities supporting Shell, comprising Shell’s holdings and treasury organisation, its self-insurance activities and its headquarters and central functions. All finance expense and income and related taxes are included in Corporate segment earnings rather than in the earnings of business segments.

Quarter Analysis1

Segment earnings, compared with the second quarter 2022, reflected favourable movements in the net interest expense, partly offset by unfavourable currency exchange rate effects and lower tax credits.

Third quarter 2022 segment earnings also included a gain of $26 million from the deferred tax impact of the weakening Brazilian real on financing positions. This gain is part of identified items, and compare with the second quarter 2022 which included a gain of $99 million from the deferred tax impact of the weakening Brazilian real on financing positions.

Adjusted EBITDA was mainly driven by unfavourable currency exchange effects.

Nine Months Analysis1

Segment earnings, compared with the first nine months 2021, reflected lower tax credits and unfavourable currency exchange rate movements, partly offset by lower net interest expense.

First nine month segment earnings also included a loss of $61 million from the deferred tax impact of the strengthening Brazilian real on financing positions. This loss is part of identified items, and compare with the first nine months 2021 which included a gain of $50 million from the deferred tax impact of the weakening Brazilian real on financing positions.

Adjusted EBITDA was mainly driven by unfavourable currency exchange effects.

1.All earnings amounts are shown post-tax, unless stated otherwise

OUTLOOK FOR THE FOURTH QUARTER 2022

Cash capital expenditure is expected to be in line with the $23 - $27 billion range for the full year.

A cash outflow of approximately $1.96 billion is expected in the fourth quarter 2022 following the completion of the transactions to acquire all of the common units representing limited partner interests in Shell Midstream Partners, L.P. not held by Shell USA, Inc. or its affiliates.

Integrated Gas production is expected to be approximately 910 - 960 thousand boe/d.

LNG liquefaction volumes are expected to be approximately 7.0 - 7.6 million tonnes.

Upstream production is expected to be approximately 1,750 - 1,950 thousand boe/d in the fourth quarter 2022.

Marketing sales volumes are expected to be approximately 2,250 - 2,750 thousand b/d.

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Refinery utilisation is expected to be approximately 88% - 96%.

Chemicals manufacturing plant utilisation is expected to be approximately 72% - 80%.

The utilisation ranges presented use the revised methodology (please refer to 'Chemicals and Products' in the 'Performance by Segment' section).

Chemicals sales volumes are expected to be approximately 2,700 - 3,200 thousand tonnes.

Corporate Adjusted Earnings are expected to be a net expense of approximately $450 - $650 million in the fourth quarter 2022 and a net expense of approximately $2,200 - $2,400 million for the full year 2022. This excludes the impact of currency exchange rate effects.

FORTHCOMING EVENTS

Fourth quarter 2022 and full year results and dividends are scheduled to be announced on February 2, 2023.

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UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.    See Note 2 “Segment information”.

2.    See Note 7 “Other notes to the unaudited Condensed Consolidated Interim Financial Statements”.

3.    See Note 3 “Earnings per share”.

4.    See Note 8 “Withdrawal from Russian oil and gas activities”.

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1.    See Note 7 “Other notes to the unaudited Condensed Consolidated Interim Financial Statements”.

2.    See Note 6 “Derivative financial instruments and debt excluding lease liabilities”.

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1.    See Note 4 “Share capital”.

2.    See Note 5 “Other reserves”.

3.    The amount charged to retained earnings is based on prevailing exchange rates on payment date.

4.     Includes shares committed to repurchase under an irrevocable contract and repurchases subject to settlement at the end of the quarter.

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1.See Note 7 “Other notes to the unaudited Condensed Consolidated Interim Financial Statements”.

2.Cash dividends paid represents the payment of net dividends (after deduction of withholding taxes where applicable) and payment of withholding taxes on dividends paid in the previous quarter.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. Basis of preparation

These unaudited Condensed Consolidated Interim Financial Statements (“Interim Statements”) of Shell plc (“the Company”) and its subsidiaries (collectively referred to as “Shell”) have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) and adopted by the UK, and on the basis of the same accounting principles as those used in the Company's Annual Report and Accounts (pages 228 to 283) and Form 20-F (pages 204 to 261) for the year ended December 31, 2021 as filed with the Registrar of Companies for England and Wales, the Autoriteit Financiële Markten (the Netherlands) and the US Securities and Exchange Commission, and should be read in conjunction with these filings.

The financial information presented in the unaudited Interim Statements does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act 2006 (“the Act”). Statutory accounts for the year ended December 31, 2021 were published in Shell’s Annual Report and Accounts, a copy of which was delivered to the Registrar of Companies for England and Wales, and in Shell's Form 20-F. The auditor’s report on those accounts was unqualified, did not include a reference to any matters to which the auditor 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 Act.

Key accounting considerations, significant judgements and estimates

Future long-term commodity price assumptions and management’s view on the future development of refining margins represent a significant estimate. Future long-term commodity price assumptions were subject to change in the second quarter 2022. These assumptions continue to apply for impairment testing purposes in the third quarter 2022.

The discount rate applied to provisions is reviewed on a regular basis. The discount rate was reviewed and adjusted in the third quarter 2022. See Note 7.

Changes to IFRS not yet adopted

IFRS 17 Insurance contracts was issued in 2017, with amendments published in 2020 and 2021, and is required to be adopted for annual reporting periods beginning on or after January 1, 2023. Shell is in the process of implementing the standard. The standard is not expected to have a significant effect on future financial reporting.

2. Segment information

As from January 1, 2022, onwards reporting segments are aligned with Shell’s Powering Progress strategy. The Renewables and Energy Solutions business is now reported separately from Integrated Gas. Oil Products and Chemicals were reorganised into two segments – Marketing and Chemicals and Products. The shales assets in Canada are now reported as part of the Integrated Gas segment instead of the Upstream segment. Prior period comparatives have been revised to conform with current year presentation. The reporting segment changes have no impact on a Shell Group level.

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. Sales between segments are based on prices generally equivalent to commercially available prices.

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1.Includes revenue from sources other than from contracts with customers, which mainly comprises the impact of fair value accounting of commodity derivatives. Third quarter 2022 included losses of $440 million (Q2 2022: $3,477 million income; Q3 2021: $5,032 million losses). This amount includes both the reversal of prior losses of $4,233 million (Q2 2022: $2,094 million losses; Q3 2021: $1,205 million losses) related to sales contracts and prior gains of $4,114 million (Q2 2022: $1,982 million gains; Q3 2021: $1,517 million gains) related to purchase contracts that were previously recognised and where physical settlement took place in the third quarter 2022.

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3. Earnings per share

4. Share capital

1. Share capital at September 30, 2022 also included 50,000 issued and fully paid sterling deferred shares of £1 each.

On January 29, 2022, as part of the simplification announced on December 20, 2021, the Company's A shares and B shares assimilated into a single line of ordinary shares. This is reflected in the above table.

At Shell plc’s Annual General Meeting on May 24, 2022, the Board was authorised to allot ordinary shares in Shell plc, and to grant rights to subscribe for, or to convert, any security into ordinary shares in Shell plc, up to an aggregate nominal amount of €177 million (representing 2,530 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 24, 2023, and the end of the Annual General Meeting to be held in 2023, unless previously renewed, revoked or varied by Shell plc in a general meeting.

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5. Other reserves

The merger reserve and share premium reserve were established as a consequence of Shell plc (formerly 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. The merger reserve increased in 2016 following the issuance of shares for the acquisition of BG Group plc. The capital redemption reserve was established in connection with repurchases of shares of Shell plc. The share plan reserve is in respect of equity-settled share-based compensation plans.

6. Derivative financial instruments and debt excluding lease liabilities

As disclosed in the Consolidated Financial Statements for the year ended December 31, 2021, presented in the Annual Report and Accounts 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 September 30, 2022, are consistent with those used in the year ended December 31, 2021, though the carrying amounts of derivative financial instruments measured using predominantly unobservable inputs have changed since that date.

The table below provides the comparison of the fair value with the carrying amount of debt excluding lease liabilities, disclosed in accordance with IFRS 7 Financial Instruments: Disclosures.

1.    Mainly determined from the prices quoted for these securities.

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7. Other notes to the unaudited Condensed Consolidated Interim Financial Statements

Consolidated Statement of Income

Interest and other income

For the first nine months 2022, Other includes the write-down of the loan to Nord Stream 2 amounting to $1,126 million. See Note 8.

Depreciation, depletion and amortisation

Impairments in the third quarter 2022 mainly relate to the classification of an Upstream asset as held for sale. In the second quarter 2022, gains from impairment reversals were recognised of $6,169 million pre-tax of which $6,109 million recognised in depreciation, depletion and amortisation and $60 million recognised in share of profit of joint ventures and associates.

Condensed Consolidated Balance Sheet

Application of IAS 29 Financial Reporting in Hyperinflationary Economies

As from the second quarter 2022, Shell applies IAS 29 Financial Reporting in Hyperinflationary Economies (IAS 29) for its Turkish lira functional currency entities. The application of IAS 29 had no significant impact.

Deferred tax

The presentation in the balance sheet takes into consideration the offsetting of deferred tax assets and deferred tax liabilities within the same tax jurisdiction, where this is permitted. The overall deferred tax position in a particular tax jurisdiction determines if a deferred tax balance related to that jurisdiction is presented within deferred tax assets or deferred tax liabilities.

Shell's net deferred tax position was a liability of $9,008 million at September 30, 2022 (December 31, 2021: $121 million). The increase in the net liability since December 31, 2021, was mainly driven by utilisation of tax losses

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($2.7 billion), pension remeasurements ($2.4 billion), impairment reversals ($1.8 billion) and recognition of a deferred tax liability for marked to market gains ($0.9 billion).

On July 14, 2022, the Energy (Oil & Gas) Profits Levy Act 2022 (EPL) was enacted in the UK which applies an additional tax on the profits earned by oil and gas companies from the production of oil and gas on the United Kingdom Continental Shelf. The new tax will be applied to income generated after May 26, 2022. The enactment of the EPL led to remeasurement of deferred tax positions resulting in a charge of $361 million in the third quarter 2022.

On August 16, 2022, the Inflation Reduction Act (IRA) was enacted in the USA. As from 2023, under the IRA a Corporate Minimum Tax on Book Earnings (BMT) applies a 15% tax on adjusted financial statement income. The enactment of the IRA had no impact in the third quarter 2022.

On September 30, 2022, EU energy ministers reached an agreement on the introduction of an EU mandatory solidarity contribution of at least 33% levied over 2022 and/or 2023 excess profits generated from activities in the oil, gas, coal and refinery sectors. Enactment by the respective EU Member States is expected in the fourth quarter 2022.

Assets classified as held for sale

Assets classified as held for sale and associated liabilities at September 30, 2022 relate to two Upstream entities held for sale. The major classes of assets and liabilities classified as held for sale are Property, plant and equipment ($2,112 million; December 31, 2021: $896 million), Decommissioning and other provisions ($1,042 million; December 31, 2021: $229 million) and Trade and other payables ($353 million; December 31, 2021: $375 million).

Retirement benefits

Amounts recognised in the balance sheet in relation to defined benefit plans include both plan assets and obligations that are presented on a net basis on a plan-by-plan basis. The change of the net retirement benefit liability as at December 31, 2021, into the net retirement benefit asset as at September 30, 2022, is mainly driven by an increase of the market yield on high-quality corporate bonds in the USA, the UK and Eurozone as well as a decrease in long-term UK and Eurozone inflation rate expectations partly offset by losses on plan assets.

Decommissioning and other provisions

The discount rate applied at September 30, 2022 was 3.25% (June 30, 2022: 2.0%, December 31, 2021: 2.0%). Non-current decommissioning and other provisions decreased by $3,383 million as a result of the change in the discount rate.

Consolidated Statement of Cash Flows

Cash flow from operating activities - Other

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Cash flow from operating activities - Other for the third quarter 2022 includes $625 million of net inflows (second quarter 2022: $685 million; third quarter 2021: $394 million) due to the timing of payments relating to emissions and biofuel programmes in Europe and North America and $478 million (second quarter 2022: $425 million; third quarter 2021: $231 million) in relation to reversal of currency losses on Cash and cash equivalents.In the first quarter 2022, it also included $1,126 million for the write-down of the Nord Stream 2 loan (see Note 8).

8. Withdrawal from Russian oil and gas activities

Following the invasion of Ukraine by Russia, Shell announced in the first quarter 2022 its intent to:

a.Withdraw from its ventures in Russia with Gazprom and related entities, and to end its involvement in the Nord Stream 2 pipeline project;

b.Withdraw from its service station and lubricants operations in Russia. Shell is working on a plan to help to achieve this in a phased manner, ensuring it is done safely for Shell's staff and operations; and

c.Orderly withdrawal from its involvement in all Russian hydrocarbons, including crude oil, petroleum products, gas and LNG in a phased manner, aligned with new government guidance. Since these announcements, Shell has stopped all spot purchases of Russian crude, liquefied natural gas, and of cargoes of refined products directly exported from Russia. Shell will not renew long-term contracts for Russian oil, unless under explicit government direction, but is still legally obliged to take delivery of crude bought under contracts that were signed before the invasion. By the end of this year, all of Shell's long-term 3rd party purchases of Russian crude will stop, except for two contracts with a small, independent Russian producer. All of Shell's contracts to purchase refined products exported from Russia will also end. Shell still has long-term contractual commitments for Russian LNG. Reducing European reliance on piped natural gas supplies from Russia is also a very complex challenge that requires concerted action by governments, as well as energy suppliers and customers.

Subsequently, this led to recognition of net pre-tax charges of $4,235 million (post-tax: $3,894 million) in the first quarter 2022, net pre-tax negative charges of $111 million (post-tax: $136 million) in the second quarter 2022 and net pre-tax negative charges of $55 million (post-tax: $55 million) in the third quarter 2022. These were recognised in:

1.Impact of reclassification from joint operation to financial asset.

In relation to the assets with a potential exposure to Shell's intended exit from all Russian hydrocarbons, including those assets for which the above charges were recognised during the first nine months 2022, there is no remaining balance sheet carrying amount as at September 30, 2022 (June 30, 2022: $0.2 billion; March 31, 2022: $1 billion).

Further details are provided below.

Integrated Gas

Sakhalin-2

Shell holds a 27.5% (minus one share) interest in Sakhalin Energy Investment Company Ltd. (SEIC), Other ownership interests were Gazprom 50% (plus one share), Mitsui 12.5%, Mitsubishi 10%. Up to March 31, 2022, this investment was accounted for as an associate applying the equity method. Following the first quarter announcements, the recoverable amount of the investment was estimated as the risk-adjusted dividends declared on Sakhalin's 2021 results, of which the first part was received in April 2022. This resulted in recognition of an impairment charge of $1,614 million in the first

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quarter 2022. Significant influence over the Sakhalin-2 investment was lost from April 1, 2022, with the resignation of Shell's executive directors and withdrawal of managerial and technical staff, leading to recognition, without financial impact, of the investment as a financial asset accounted for at fair value from that date, with subsequent changes in fair value recognised in other comprehensive income.

On June 30, 2022, a Russian Presidential Decree was passed requiring the transfer of all licences, rights and obligations of SEIC into a newly-created Russian company (LLC) that would assume the rights and obligations of SEIC. The decree stated that the foreign shareholders will be invited to apply for shares in that entity equivalent to their shareholding in SEIC. Following the receipt of dividends in the second quarter 2022 and the Presidential Decree, appropriate fair value adjustments to the investment value have been recognised, against other comprehensive income.

Shell understands that pursuant to the Presidential Decree, all licences, assets, rights and obligations of SEIC were purportedly transferred to the LLC on August 17, 2022. On September 1, 2022, Shell formally advised the Russian Federation (RFG) that it would not apply for shares in the LLC, that it objected to the purported transfers from SEIC to the LLC and that it reserved all rights and remedies. The RFG is now expected to begin the process to sell Shell’s 27.5% (minus one share) share. This process is expected to be completed in the first quarter 2023. Pursuant the Presidential decree, the RFG is also expected to conduct an audit of 'the activities of foreign shareholders in SEIC and/or individuals', based on which the RFG will determine the 'amount of damage caused' and 'persons liable to indemnify it'. The remaining carrying value of the investment is zero as at September 30, 2022 (June 30, 2022: zero).

Nord Stream 2

Shell is one of five energy companies which have each committed to provide financing and guarantees for up to 10% of the total cost of the project. Following the first quarter announcements, Shell assessed the recoverability of the loan to Nord Stream 2, leading to a full write-down in the first quarter 2022 of the loan amounting to $1,126 million. On September 26, 2022, one of the two Nord Stream 2 pipelines ruptured resulting in a gas leak and significant damage. Investigations are now under way to determine the cause of the rupture. The rupture had no financial impact in the third quarter 2022, following the full write-down of the loan in the first quarter 2022.

Upstream

Salym

Shell has a 50% interest in Salym Petroleum Development N.V. (Salym), a joint operation with GazpromNeft that is developing the Salym fields in the Khanty Mansiysk Autonomous District of western Siberia. Shell consolidated its share in the joint operation. Following the first quarter announcements, Shell assessed the recoverability of the Salym carrying amounts, leading to full impairment amounting to $233 million in the first quarter 2022. In July 2022, the Shell directors on Salym resigned. Joint control was lost early in the third quarter 2022 and from that date Salym is accounted for as a financial asset at fair value, with a carrying value of zero. Pursuant to Russian legislative changes and court decisions in the second and third quarter 2022, the Russian branch of Salym has purportedly been transformed into a Russian LLC (Salym Development Limited Liability Company). All assets, rights and obligations of the Russian branch of Salym have purportedly been transferred to that entity and Shell is unable dispose of the shares it purportedly holds in the Russian LLC until December 31, 2023 without further RFG and Russian court approvals. Shell has relevantly objected to these events and reserved all rights and remedies.

Gydan

Shell had a 50% interest in LLC Gydan Energy, a joint operation with GazpromNeft to explore and develop blocks in the Gydan peninsula, in north-western Siberia. This project is in the exploration phase, with no production. Following the first quarter announcements, Shell assessed the recoverability of the Gydan carrying amounts, leading to full impairment amounting to $153 million and other charges of $35 million in the first quarter 2022. During the second quarter 2022, all rights and obligations for Shell’s 50% interest were transferred to GazpromNeft with an insignificant impact on the income statement.

Marketing

Shell Neft’s retail network consisted of 240 sites owned by Shell Neft and 171 sites owned by dealers and Shell Neft operated a lubricant blending plant. Shell Neft was a 100% Shell-owned subsidiary and was fully consolidated until the date of the disposal. Following the first quarter announcements, Shell assessed the recoverability of Shell Neft carrying amounts, resulting in an impairment of non-current assets of $358 million and other charges of $236 million. In the second quarter 2022, Shell transferred all shares of Shell Neft to Lukoil leading to net charges of $83 million, including the release of currency translation losses ($343 million).

Other

Marked to market risk adjustments of $335 million related to long-term offtake natural gas contracts, an impairment of right-of-use assets of $114 million and other charges of $36 million were recognised in the first quarter 2022. In the second

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quarter 2022, further marked-to-market risk adjustments of $133 million were recognised following changes demanded to the contractual payment mechanism leading to the suspension by Gazprom of gas deliveries under these long-term offtake contracts. Finally, $140 million was recognised in income in the second quarter 2022 from the derecognition of lease liabilities following the termination of lease arrangements for which the right-of-use assets were impaired in the first quarter 2022.

Shell holds two long-term LNG offtake contracts with Russian entities, accounted for as regular sales and purchase contracts. The counterparty in one of these contracts stopped delivering cargos to Shell in the third quarter 2022.

9. Post-balance sheet events

On October 19, 2022, Shell announced that it acquired all of the common units representing limited partner interests in Shell Midstream Partners, L.P. (SHLX) held by the public for $15.85 per Public Common Unit in cash for a total value of approximately $1.96 billion. In the fourth quarter 2022 consolidated statement of cash flows this transaction will be reflected as 'cash flow from financing activities' and all else being equal net debt of Shell will increase by an equal amount.

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ALTERNATIVE PERFORMANCE (NON-GAAP) MEASURES

A.Adjusted Earnings and Adjusted earnings before interest, taxes, depreciation and amortisation (EBITDA)

The “Adjusted Earnings” measure aims to facilitate a comparative understanding of Shell’s financial performance from period to period by removing the effects of oil price changes on inventory carrying amounts and removing the effects of identified items. These items are in some cases driven by external factors and may, either individually or collectively, hinder the comparative understanding of Shell’s financial results from period to period. This measure excludes earnings attributable to non-controlling interest.

We define "Adjusted EBITDA" as "Income/(loss) for the period" adjusted for current cost of supplies; identified items; tax charge/(credit); depreciation, amortisation and depletion; exploration well write-offs and net interest expense. All items include the non-controlling interest component. Management uses this measure to evaluate Shell's performance in the period and over time.

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Identified items

Identified items comprise: divestment gains and losses, impairments, redundancy and restructuring, provisions for onerous contracts, fair value accounting of commodity derivatives and certain gas contracts and the impact of exchange rate movements on certain deferred tax balances, and other items.

The identified items categories above may include after-tax impacts of identified items of joint ventures and associates which are fully reported within "Share of profit of joint ventures and associates" in the Consolidated Statement of Income, and fully reported as identified items before tax in the table above. Identified items related to subsidiaries are consolidated and reported across appropriate lines of the Consolidated Statement of Income. Only pre-tax identified items reported by subsidiaries are taken into account in the calculation of underlying operating expenses (Reference F).

Provisions for onerous contracts: Provisions for onerous contracts that relate to businesses that Shell has exited or to redundant assets or assets that cannot be used.

Fair value accounting of commodity derivatives and certain gas contracts: 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. Shell also enters into contracts for tolling, pipeline and storage capacity. 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, as well as contracts for tolling, pipeline and storage capacity, are, by contrast, recognised when the transaction occurs; 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 contracts are, due to pricing or

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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 are reported as identified items.

Impacts of exchange rate movements on tax balances represent the impact on tax balances of exchange rate movements arising on (a) the conversion to dollars of the local currency tax base of non-monetary assets and liabilities, as well as losses (this primarily impacts the Upstream and Integrated Gas segments) and (b) the conversion of dollar-denominated inter-segment loans to local currency, leading to taxable exchange rate gains or losses (this primarily impacts the Corporate segment).

Other identified items represent other credits or charges that based on Shell management's assessment hinder the comparative understanding of Shell's financial results from period to period.

B.    Adjusted Earnings per share

Adjusted Earnings per share is calculated as Adjusted Earnings (see Reference A), divided by the weighted average number of shares used as the basis for basic earnings per share (see Note 3).

C.    Cash capital expenditure

Cash capital expenditure represents cash spent on maintaining and developing assets as well as on investments in the period. Management regularly monitors this measure as a key lever to delivering sustainable cash flows. Cash capital expenditure is the sum of the following lines from the Consolidated Statement of Cash flows: Capital expenditure, Investments in joint ventures and associates and Investments in equity securities.

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. Shell uses two ROACE measures: ROACE on a Net income basis and ROACE on an Adjusted Earnings plus Non-controlling interest (NCI) basis, both adjusted for after-tax interest expense.

Both measures refer to Capital employed which consists of total equity, current debt and non-current debt.

ROACE on a Net income basis

In this calculation, the sum of income for the current and previous three quarters, adjusted for after-tax interest expense, is expressed as a percentage of the average capital employed for the same period.

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ROACE on an Adjusted Earnings plus Non-controlling interest (NCI) basis

In this calculation, the sum of Adjusted Earnings (see Reference A) plus non-controlling interest (NCI) excluding identified items for the current and previous three quarters, adjusted for after-tax interest expense, is expressed as a percentage of the average capital employed for the same period.

E.    Gearing

Gearing is a measure of Shell’s capital structure and is defined as net debt as a percentage of total capital. Net debt is defined as the sum of current and non-current debt, less cash and cash equivalents, adjusted for the fair value of derivative financial instruments used to hedge foreign exchange and interest rate risks relating to debt, and associated collateral balances. Management considers this adjustment useful because it reduces the volatility of net debt caused by fluctuations in foreign exchange and interest rates, and eliminates the potential impact of related collateral payments or receipts. Debt-related derivative financial instruments are a subset of the derivative financial instrument assets and liabilities presented on the balance sheet. Collateral balances are reported under “Trade and other receivables” or “Trade and other payables” as appropriate.

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F.    Operating expenses

Operating expenses is a measure of Shell’s cost management performance, comprising the following items from the Consolidated Statement of Income: production and manufacturing expenses; selling, distribution and administrative expenses; and research and development expenses.

Underlying operating expenses is a measure aimed at facilitating a comparative understanding of performance from period to period by removing the effects of identified items, which, either individually or collectively, can cause volatility, in some cases driven by external factors.

G.    Free cash flow

Free cash flow is used to evaluate cash available for financing activities, including dividend payments and debt servicing, after investment in maintaining and growing the business. It is defined as the sum of “Cash flow from operating activities” and “Cash flow from investing activities”.

Cash flows from acquisition and divestment activities are removed from Free cash flow to arrive at the Organic free cash flow, a measure used by management to evaluate the generation of free cash flow without these activities.

1.Cash outflows related to inorganic capital expenditure includes portfolio actions which expand Shell's activities through acquisitions and restructuring activities as reported in capital expenditure lines in the Consolidated Statement of Cash Flows.

2.Free cash flow less divestment proceeds, adding back outflows related to inorganic expenditure.

H.    Cash flow from operating activities excluding working capital movements

Working capital movements are defined as the sum of the following items in the Consolidated Statement of Cash Flows: (i) (increase)/decrease in inventories, (ii) (increase)/decrease in current receivables, and (iii) increase/(decrease) in current payables.