Title of Each Class | Trading Symbols | Name of Each Exchange on Which Registered |
American Depositary Shares representing two A ordinary shares of the issuer with a nominal value of €0.07 each | RDS.A | New York Stock Exchange |
American Depositary Shares representing two B ordinary shares of the issuer with a nominal value of €0.07 each | RDS.B | New York Stock Exchange |
2.125% Guaranteed Notes due 2020 | RDS/20A | New York Stock Exchange |
2.25% Guaranteed Notes due 2020 | RDS.A/20 | New York Stock Exchange |
4.375% Guaranteed Notes due 2020 | RDS/20 | New York Stock Exchange |
Floating Rate Guaranteed Notes due 2020 | RDS/20B | New York Stock Exchange |
1.75% Guaranteed Notes due 2021 | RDS/21 | New York Stock Exchange |
1.875% Guaranteed Notes due 2021 | RDS.A/21 | New York Stock Exchange |
2.375% Guaranteed Notes due 2022 | RDS/22 | New York Stock Exchange |
2.25% Guaranteed Notes due 2023 | RDS/23 | New York Stock Exchange |
3.4% Guaranteed Notes due 2023 | RDS/223A | New York Stock Exchange |
3.5% Guaranteed Notes due 2023 | RDS.A/23 | New York Stock Exchange |
Floating Rate Guaranteed Notes due 2023 | RDS.A/23A | New York Stock Exchange |
2% Guaranteed Notes due 2024 | RDS.A/24 | New York Stock Exchange |
3.25% Guaranteed Notes due 2025 | RDS/25 | New York Stock Exchange |
2.5% Guaranteed Notes due 2026 | RDS/26 | New York Stock Exchange |
2.875% Guaranteed Notes due 2026 | RDS.A/26 | New York Stock Exchange |
3.875% Guaranteed Notes due 2028 | RDS.A/28 | New York Stock Exchange |
2.375% Guaranteed Notes due 2029 | RDS.A/29 | New York Stock Exchange |
4.125% Guaranteed Notes due 2035 | RDS/35 | New York Stock Exchange |
6.375% Guaranteed Notes due 2038 | RDS.A/38 | New York Stock Exchange |
5.5% Guaranteed Notes due 2040 | RDS/40 | New York Stock Exchange |
3.625% Guaranteed Notes due 2042 | RDS/42 | New York Stock Exchange |
4.55% Guaranteed Notes due 2043 | RDS/43 | New York Stock Exchange |
4.375% Guaranteed Notes due 2045 | RDS/45 | New York Stock Exchange |
3.75% Guaranteed Notes due 2046 | RDS/46 | New York Stock Exchange |
4.00% Guaranteed Notes due 2046 | RDS.A/46 | New York Stock Exchange |
3.125% Guaranteed Notes due 2049 | RDS.A/49 | New York Stock Exchange |
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 |
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. | ☐ |
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 |
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. | Selected financial data | 8, 214-215 | ||
B. | Capitalization and indebtedness | N/A | ||
C. | Reasons for the offer and use of proceeds | N/A | ||
D. | Risk factors | 11-15 | ||
Item 4. | Information on the Company | |||
A. | History and development of the company | 6, 7, 9, 10, 18-19, 22-33, 43-46, 50-54, 213, 219-220 | ||
B. | Business overview | 7-19, 22-50, 55-58, 189-206, 218 | ||
C. | Organizational structure | 9-10, Exhibit 8.1 | ||
D. | Property, plants and equipment | 9-10, 11-15, 18-19, 22-50, 55-58, 189-206 | ||
Item 4A. | Unresolved Staff Comments | N/A | ||
Item 5. | Operating and Financial Review and Prospects | |||
A. | Operating results | 11-15, 18-50, 176-181 | ||
B. | Liquidity and capital resources | 10, 11, 18-19, 22-23, 28-29, 43-44, 50-54, 153-156, 166-170, 173-181 | ||
C. | Research and development, patents and licences, etc. | 10 | ||
D. | Trend information | 10, 11-15, 16-21, 22-25, 28-33, 43-46, 50-65, | ||
E. | Off-balance sheet arrangements | 53 | ||
F. | Tabular disclosure of contractual obligations | 53 | ||
G. | Safe harbor | 5-6 | ||
Item 6. | Directors, Senior Management and Employees | |||
A. | Directors and senior management | 68-74, 127-130 | ||
B. | Compensation | 102-115, 187 | ||
C. | Board practices | 68-74, 75-115, 119-123, 126-129, 130-131 | ||
D. | Employees | 66, 187 | ||
E. | Share ownership | 67, 98-123, 130, 182-183, 213 | ||
Item 7. | Major Shareholders and Related Party Transactions | |||
A. | Major shareholders | 214 | ||
B. | Related party transactions | 126-127, 152, 165, 187, 213 | ||
C. | Interests of experts and counsel | N/A | ||
Item 8. | Financial Information | |||
A. | Consolidated Statements and Other Financial Information | 51-54, 138-188, 207-212 | ||
B. | Significant Changes | 127, 188 | ||
Item 9. | The Offer and Listing | |||
A. | Offer and listing details | 213 | ||
B. | Plan of distribution | N/A | ||
C. | Markets | 213 | ||
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 | 131-136 | ||
C. | Material contracts | N/A | ||
D. | Exchange controls | 216 | ||
E. | Taxation | 216-217 | ||
F. | Dividends and paying agents | N/A | ||
G. | Statement by experts | N/A |
INTRODUCTION SHELL FORM 20-F 2019 | 02 |
H. | Documents on display | 6 | ||
I. | Subsidiary Information | N/A | ||
Item 11. | Quantitative and Qualitative Disclosures About Market Risk | 51, 166, 177-181 | ||
Item 12. | Description of Securities Other than Equity Securities | |||
A. | Debt Securities | Exhibit 2.3 | ||
B. | Warrants and Rights | N/A | ||
C. | Other Securities | N/A | ||
D. | American Depositary Shares | 213, 215-216, Exhibit 2.3 | ||
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 | 128-130, 141, 207-208, Exhibits 12.1 & 12.2 | ||
Item 16. | [Reserved] | |||
Item 16A. | Audit committee financial expert | 92, 130 | ||
Item 16B. | Code of Ethics | 127 | ||
Item 16C. | Principal Accountant Fees and Services | 96, 188, 212 | ||
Item 16D. | Exemptions from the Listing Standards for Audit Committees | 130 | ||
Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 53, 126 | ||
Item 16F. | Change in Registrant’s Certifying Accountant | N/A | ||
Item 16G. | Corporate Governance | 127, 130-131 | ||
Item 16H. | Mine Safety Disclosure | N/A | ||
Part III | ||||
Item 17. | Financial Statements | N/A | ||
Item 18. | Financial Statements | 138-188, 207-212 | ||
Item 19. | Exhibits | 221 |
INTRODUCTION SHELL FORM 20-F 2019 | 03 |
Terms and abbreviations | |
Currencies | |
$ | US dollar |
€ | euro |
£ | sterling |
Units of measurement | |
acre | approximately 0.004 square kilometres |
b(/d) | barrels (per day) |
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 |
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 |
MMBtu | million British thermal units |
megajoule | a unit of energy equal to one million joules |
mtpa | million tonnes per annum |
per day | volumes are converted into a daily basis using a calendar year |
scf(/d) | standard cubic feet (per day) |
Products | |
GTL | gas to liquids |
LNG | liquefied natural gas |
LPG | liquefied petroleum gas |
NGL | natural gas liquids |
Miscellaneous | |
ADS | American Depositary Share |
AGM | Annual General Meeting |
API | American Petroleum Institute |
CCS | carbon capture and storage |
CCS earnings | earnings on a current cost of supplies basis |
CO2 | carbon dioxide |
EMTN | Euro medium-term note |
EPS | earnings per share |
FCF | free cash flow |
FID | final investment decision |
GAAP | generally accepted accounting principles |
GHG | greenhouse gas |
HSSE | health, safety, security and environment |
IAS | International Accounting Standard |
IEA | International Energy Agency |
IFRS | International Financial Reporting Standard(s) |
IOGP | International Association of Oil & Gas Producers |
IPIECA | International Petroleum Industry Environmental Conservation Association (global oil and gas industry association for environmental and social issues) |
LTIP | Long-term Incentive Plan |
OECD | Organisation for Economic Co-operation and Development |
OML | oil mining lease |
OPEC | Organization of the Petroleum Exporting Countries |
OPL | oil prospecting licence |
PSC | production-sharing contract |
PSP | Performance Share Plan |
REMCO | Remuneration Committee |
SEC | US Securities and Exchange Commission |
TRCF | total recordable case frequency |
TSR | total shareholder return |
WTI | West Texas Intermediate |
INTRODUCTION SHELL FORM 20-F 2019 | 04 |
About this Report | |
INTRODUCTION SHELL FORM 20-F 2019 | 05 |
INTRODUCTION SHELL FORM 20-F 2019 | 06 |
Strategy and outlook | |
▪ | to thrive in the energy transition by responding to society’s desire for more and cleaner, convenient and competitive energy; |
▪ | to provide a world-class investment case. This involves growing organic free cash flow and increasing returns, all built upon a strong financial framework and resilient portfolio; and |
▪ | to sustain a strong societal licence to operate and make a positive contribution to society through our activities. |
INTRODUCTION SHELL FORM 20-F 2019 | 07 |
Selected financial data | |
Consolidated Statement of Income and of Comprehensive Income data | $ million | |||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||
Revenue | 344,877 | 388,379 | 305,179 | 233,591 | 264,960 | |||||
Income for the period | 16,432 | 23,906 | 13,435 | 4,777 | 2,200 | |||||
Income attributable to non-controlling interest | 590 | 554 | 458 | 202 | 261 | |||||
Income attributable to Royal Dutch Shell plc shareholders | 15,842 | 23,352 | 12,977 | 4,575 | 1,939 | |||||
Comprehensive income/(loss) attributable to Royal Dutch Shell plc shareholders | 13,773 | 24,475 | 18,828 | (1,374 | ) | (811 | ) |
Consolidated Balance Sheet data | $ million | |||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||
Total assets | 404,336 | 399,194 | 407,097 | 411,275 | 340,157 | |||||
Total debt | 96,424 | 76,824 | 85,665 | 92,476 | 58,379 | |||||
Share capital | 657 | 685 | 696 | 683 | 546 | |||||
Equity attributable to Royal Dutch Shell plc shareholders | 186,476 | 198,646 | 194,356 | 186,646 | 162,876 | |||||
Non-controlling interest | 3,987 | 3,888 | 3,456 | 1,865 | 1,245 |
Consolidated Statement of Cash Flows data | $ million | |||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||
Cash flow from operating activities | 42,178 | 53,085 | 35,650 | 20,615 | 29,810 | |||||
Capital expenditure | 22,971 | 23,011 | 20,845 | 22,116 | 26,131 | |||||
Cash flow from investing activities | 15,779 | 13,659 | 8,029 | 30,963 | 22,407 | |||||
Cash dividends paid to Royal Dutch Shell plc shareholders | 15,198 | 15,675 | 10,877 | 9,677 | 9,370 | |||||
Repurchases of shares | 10,188 | 3,947 | — | — | 409 |
Earnings per share | $ | |||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||
Basic earnings per €0.07 ordinary share | 1.97 | 2.82 | 1.58 | 0.58 | 0.31 | |||||
Diluted earnings per €0.07 ordinary share | 1.95 | 2.80 | 1.56 | 0.58 | 0.30 |
Dividend per share | $ | |||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||
Dividend per share | 1.88 | 1.88 | 1.88 | 1.88 | 1.88 |
Shares | Million | |||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||
Basic weighted average number of A and B shares | 8,058.3 | 8,282.8 | 8,223.4 | 7,833.7 | 6,320.3 | |||||
Diluted weighted average number of A and B shares | 8,112.5 | 8,348.7 | 8,299.0 | 7,891.7 | 6,393.8 |
STRATEGIC REPORT SHELL FORM 20-F 2019 | 8 |
Shell story | |
STRATEGIC REPORT SHELL FORM 20-F 2019 | 9 |
Revenue by business segment (including inter-segment sales) | $ million | |||||
2019 | 2018 | 2017 | ||||
Integrated Gas | ||||||
Third parties | 41,322 | 43,764 | 32,674 | |||
Inter-segment | 4,280 | 5,031 | 4,096 | |||
Total | 45,602 | 48,795 | 36,770 | |||
Upstream | ||||||
Third parties | 9,965 | 9,892 | 7,723 | |||
Inter-segment | 36,448 | 37,841 | 32,469 | |||
Total | 46,413 | 47,733 | 40,192 | |||
Downstream | ||||||
Third parties | 293,545 | 334,680 | 264,731 | |||
Inter-segment | 1,132 | 917 | 1,090 | |||
Total | 294,677 | 335,597 | 265,821 | |||
Corporate | ||||||
Third parties | 45 | 43 | 51 | |||
Total | 45 | 43 | 51 |
Revenue by geographical area (excluding inter-segment sales) | $ million | |||||
2019 | 2018 | 2017 | ||||
Europe | 98,455 | 118,960 | 100,609 | |||
Asia, Oceania, Africa | 139,916 | 153,716 | 114,683 | |||
USA | 83,212 | 89,876 | 66,854 | |||
Other Americas | 23,294 | 25,827 | 23,033 | |||
Total | 344,877 | 388,379 | 305,179 |
STRATEGIC REPORT SHELL FORM 20-F 2019 | 10 |
Risk factors | |
Oil and gas production available for sale | Million boe [A] | |||||
2019 | 2018 | 2017 | ||||
Shell subsidiaries | 1,182 | 1,179 | 1,168 | |||
Shell share of joint ventures and associates | 156 | 159 | 170 | |||
Total | 1,338 | 1,338 | 1,338 |
STRATEGIC REPORT SHELL FORM 20-F 2019 | 11 |
Proved developed and undeveloped oil and gas reserves [A][B] (at December 31) | Million boe [C] | |||||
2019 | 2018 | 2017 | ||||
Shell subsidiaries | 9,980 | 10,294 | 10,177 | |||
Shell share of joint ventures and associates | 1,116 | 1,285 | 2,056 | |||
Total | 11,096 | 11,578 | 12,233 | |||
Attributable to non-controlling interest in Shell subsidiaries | 304 | 331 | 325 |
STRATEGIC REPORT SHELL FORM 20-F 2019 | 12 |
STRATEGIC REPORT SHELL FORM 20-F 2019 | 13 |