Shell plc [RYDAF] Filings

20-F 1 shel-20231231.htm 20-F shel-20231231

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

(Mark one)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-32575

Shell plc

(Exact name of registrant as specified in its charter)

England and Wales

(Jurisdiction of incorporation or organization)

Shell Centre

London, SE1 7NA

United Kingdom

(Address of principal executive offices)

Caroline J.M. Omloo, Company Secretary

Shell Centre

London, SE1 7NA

United Kingdom

Telephone Number: 0044-20-7934-1234

E-mail Address: c.omloo@shell.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)


1			Shell			Form 20-F 2023

Securities registered pursuant to Section 12(b) of the Act


Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
American Depositary Shares representing two ordinary shares of the issuer with a nominal value of €0.07 each	SHEL	New York Stock Exchange
2% Guaranteed Notes due 2024	SHEL/24	New York Stock Exchange
3.25% Guaranteed Notes due 2025	SHEL/25	New York Stock Exchange
2.5% Guaranteed Notes due 2026	SHEL/26	New York Stock Exchange
2.875% Guaranteed Notes due 2026	SHEL/26A	New York Stock Exchange
3.875% Guaranteed Notes due 2028	SHEL/28	New York Stock Exchange
2.375% Guaranteed Notes due 2029	SHEL/29	New York Stock Exchange
2.75% Guaranteed Notes due 2030	SHEL/30	New York Stock Exchange
4.125% Guaranteed Notes due 2035	SHEL/35	New York Stock Exchange
6.375% Guaranteed Notes due 2038	SHEL/38	New York Stock Exchange
5.5% Guaranteed Notes due 2040	SHEL/40	New York Stock Exchange
2.875% Guaranteed Notes due 2041	SHEL/41	New York Stock Exchange
3.625% Guaranteed Notes due 2042	SHEL/42	New York Stock Exchange
4.55% Guaranteed Notes due 2043	SHEL/43	New York Stock Exchange
4.375% Guaranteed Notes due 2045	SHEL/45	New York Stock Exchange
3.75% Guaranteed Notes due 2046	SHEL/46	New York Stock Exchange
4.00% Guaranteed Notes due 2046	SHEL/46A	New York Stock Exchange
3.125% Guaranteed Notes due 2049	SHEL/49	New York Stock Exchange
3.25% Guaranteed Notes due 2050	SHEL/50	New York Stock Exchange
3.00% Guaranteed Notes due 2051	SHEL/51	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: none

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: none

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

Outstanding as of December 31, 2023:

6,486,295,984 ordinary shares with a nominal value of €0.07 each.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐

Yes

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Emerging growth company

☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

☐

† The term "new or revised financial accounting standards" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.


2			Shell			Form 20-F 2023

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP

☐

International Financial Reporting Standards as issued by the International Accounting Standards Board.

Other

☐

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17

☐

Item 18

☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐

Yes

Copies of notices and communications from the Securities and Exchange Commission should be sent to:

Shell plc

Shell Centre

London, SE1 7NA

United Kingdom

Attn: Caroline J.M. Omloo


3			Shell			Form 20-F 2023


TABLE OF CONTENTS


Cover			1
Cross reference to Form 20-F			7
Terms and abbreviations			9
About this Report			10
Powering Progress Strategy			12
Who we are			12
Our strategy			13

Outlook for 2024 and beyond			16
Risk factors			17
Performance in the year			27
Performance indicators			27
Generating shareholder value			29
Group Results			30
Financial Framework			32
Market overview			36
Integrated Gas			39
Upstream			45
Oil and gas information			53
Marketing			61
Chemicals and Products			66
Renewables and Energy Solutions			73
Corporate			77
Other central activities			79
Our journey to net zero			80
Introduction			81
Governance of climate-related risks and opportunities			83
Energy transition strategy			87
Climate risk management			98
Climate-related metrics and targets			101
Other regulatory disclosures			112
Respecting Nature			114
Powering Lives			122
Contribution to society			123
Our people			126
Safety			131
Living by our values			135
The Board of Shell plc			139


4			Shell			Form 20-F 2023


Executive Committee			146
Board Activities			148
Governance framework			149
Nomination and Succession Committee			155
Sustainability Committee			160
Audit and Risk Committee Report			162
Directors' Remuneration Report			174
Annual Report on Remuneration			177
Directors' Remuneration Policy			194
Other regulatory and statutory information			202
Report of Independent Registered Public Accounting Firm (ID: 1438)			213
Consolidated Statement of Income			217
Consolidated Statement of Comprehensive Income			217
Consolidated Balance Sheet			218
Consolidated Statement of Changes in Equity			219
Consolidated Statement of Cash Flows			220
Notes to the Consolidated Financial Statements			221
1.Basis of preparation			221
2.Material accounting policies, judgements and estimates			221
3.Changes to IFRS not yet adopted			231
4.Climate change and energy transition			231
5.Emission schemes and related environmental plans			244
6.Capital management			246
7.Segment information			246
8.Interest and other income			251
9.Interest expense			251
10.Goodwill and other Intangible assets			252
11.Property, plant and equipment			253
12.Impairment of property, plant and equipment, goodwill and other intangible assets			255
13.Joint ventures and associates			258
14.Investments in securities			259
15.Trade and other receivables			260
16.Inventories			260
17.Cash and cash equivalents			261
18.Assets held for sale			261
19.Trade and other payables			261
20.Debt			262
21.Leases			264


5			Shell			Form 20-F 2023


22.Taxation			266
23.Retirement benefits			268
24.Decommissioning and other provisions			275
25.Financial instruments			276
26.Share capital			282
27.Share-based compensation plans and shares held in trust			283
28.Other reserves			284
29.Dividends			286
30.Earnings per share			286
31.Legal proceedings and other contingencies			286
32.Employees			289
33.Directors and Senior Management			289
34.Auditor's remuneration			290
35.Post-balance sheet events			290
Supplementary information - oil and gas (unaudited)			291
Supplementary information - EU Taxonomy disclosure			310

Shareholder information			324
Section 13(r) of the US Securities Exchange Act of 1934 disclosure			328
Non-GAAP measures reconciliations			329
Index to the exhibits			330
Signatures			331

Financial calendar			337


6			Shell			Form 20-F 2023


CROSS REFERENCE TO FORM 20-F


Part I			Pages
Item 1.	Identity of Directors, Senior Management and Advisers		N/A
Item 2.	Offer Statistics and Expected Timetable		N/A
Item 3.	Key Information
	A.	[Reserved]
	B.	Capitalization and indebtedness	N/A
	C.	Reasons for the offer and use of proceeds	N/A
	D.	Risk factors	17-26
Item 4.	Information on the Company
	A.	History and development of the company	11-16, 30-35, 39-52, 61-79, 324, 328-334
	B.	Business overview	12-28, 39-79, 114-138, 291-309
	C.	Organizational structure	12, Exhibit 8.1
	D.	Property, plants and equipment	17-26, 30-31, 39-79, 114-121, 130-138, 291-309
Item 4A.	Unresolved Staff Comments		N/A
Item 5.	Operating and Financial Review and Prospects
	A.	Operating results	17-35, 39-79, 276-282
	B.	Liquidity and capital resources	30-35, 40-41, 46, 62, 67-68, 74, 78, 221-231, 246, 252-265
	C.	Research and development, patents and licences, etc.	79, 95, 217, 222
	D.	Trend information	16-52, 61-76, 80-138
	E.	Critical Accounting Estimates	N/A
Item 6.	Directors, Senior Management and Employees
	A.	Directors and senior management	139-147, 205-207
	B.	Compensation	174-177, 179- 193, 200-201, 289
	C.	Board practices	139-193, 202-212
	D.	Employees	126-130, 289
	E.	Share ownership	130, 148, 187, 204, 282-283, 325
	F.	Disclosure of a registrant's action to recover erroneously awarded compensation	N/A
Item 7.	Major Shareholders and Related Party Transactions
	A.	Major shareholders	325
	B.	Related party transactions	203, 266, 258, 289
	C.	Interests of experts and counsel	N/A
Item 8.	Financial Information
	A.	Consolidated Statements and Other Financial Information	33-35, 213-290
	B.	Significant Changes	290
Item 9.	The Offer and Listing
	A.	Offer and listing details	324
	B.	Plan of distribution	N/A
	C.	Markets	324
	D.	Selling shareholders	N/A
	E.	Dilution	N/A
	F.	Expenses of the issue	N/A
Item 10.	Additional Information
	A.	Share capital	N/A
	B.	Memorandum and articles of association	205-212
	C.	Material contracts	N/A
	D.	Exchange controls	326
	E.	Taxation	326-327


7			Shell			Form 20-F 2023


	F.	Dividends and paying agents	N/A
	G.	Statement by experts	N/A
	H.	Documents on display	11
	I.	Subsidiary Information	N/A
	J.	Annual Report to Security Holders	See Form 6-K, furnished March 14, 2024
Item 11.	Quantitative and Qualitative Disclosures About Market Risk		32, 228-230, 259, 276-282
Item 12.	Description of Securities Other than Equity Securities
	A.	Debt Securities	Exhibit 2.6
	B.	Warrants and Rights	N/A
	C.	Other Securities	N/A
	D.	American Depositary Shares	324-326, Exhibit 2.6

Part II
Item 13.		Defaults, Dividend Arrearages and Delinquencies	N/A
Item 14.		Material Modifications to the Rights of Security Holders and Use of Proceeds	N/A
Item 15.		Controls and Procedures	202, 216
Item 16.		[Reserved]
Item 16A.		Audit committee financial expert	164
Item 16B.		Code of Ethics	204
Item 16C.		Principal Accountant Fees and Services	173
Item 16D.		Exemptions from the Listing Standards for Audit Committees	204-205
Item 16E.		Purchases of Equity Securities by the Issuer and Affiliated Purchasers	34-35, 202
Item 16F.		Change in Registrant's Certifying Accountant	N/A
Item 16G.		Corporate Governance	204-212
Item 16H.		Mine Safety Disclosure	N/A
Item 16I.		Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	N/A
Item 16J.		Insider trading policies	N/A
Item 16K.		Cybersecurity	22, 79

Part III
Item 17.		Financial Statements	N/A
Item 18.		Financial Statements	213-290
Item 19.		Exhibits	335


8			Shell			Form 20-F 2023

Terms and abbreviations

Currencies


$			US dollar
€			euro
£			sterling

Units of measurement


acre			approximately 0.004 square kilometres
b(/d)			barrels (per day)
bbl			barrel
boe(/d)			barrels of oil equivalent (per day); natural gas volumes are converted into oil equivalent using a factor of 5,800 scf per barrel
GJ			gigajoule
GW			gigawatt
kboe(/d)			thousand barrels of oil equivalent (per day); natural gas volumes are converted into oil equivalent using a factor of 5,800 scf per barrel
kWh			kilowatt-hours
mb/d			million barrels per day
megajoule			a unit of energy equal to one million joules
MMBtu			million British thermal units
mtpa			million tonnes per annum
MW			megawatt
MWh			megawatt hours
Nm3			normal cubic metre
per day			volumes are converted into a daily basis using a calendar year
scf(/d)			standard cubic feet (per day)
TWh			terawatt hours

Products


GTL			gas-to-liquids
LNG			liquefied natural gas
LPG			liquefied petroleum gas
NGL			natural gas liquids

Miscellaneous


Act			UK Companies Act 2006
ADS			American Depositary Share
AGM

Shell plc [RYDAF] Filings

Shell plc [SHEL] Filings