Shell plc
For the period ended Dec 31, 2023. Filed Mar 14, 2024.
View on SEC.govAbout this filing
The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2023 · Filed Mar 14, 2024
Use the contents to explore the available documents and sections.
Contents
Shell plc
(Exact name of registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Caroline J.M. Omloo, Company Secretary
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 sharesof 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. | þ | Yes | ☐ | No |
|---|---|---|---|---|
| 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 | þ | No |
| 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. | þ | Yes | ☐ | No |
| 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). | þ | Yes | ☐ | No |
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 | þ | 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. | þ | |||||
|---|---|---|---|---|---|---|
| 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. | þ | 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 | þ | No | ||
Copies of notices and communications from the Securities and Exchange Commission should be sent to:
Attn: Caroline J.M. Omloo
| 3 | Shell | Form 20-F 2023 |
| 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 |
| 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 |
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