UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
Commission file number 001-32575
Royal Dutch Shell plc
(Exact name of registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organisation)
Carel van Bylandtlaan 30, 2596 HR, The Hague, The Netherlands
Tel. no: 011 31 70 377 9111
royaldutchshell.shareholders@shell.com
(Address of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act
Title of Each Class |
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 |
New York Stock Exchange | |
American Depositary Shares representing two B ordinary shares of the issuer with a nominal value of €0.07 each |
New York Stock Exchange | |
Floating Rate Guaranteed Notes due 2016 | New York Stock Exchange | |
0.9% Guaranteed Notes due 2016 | New York Stock Exchange | |
1.125% Guaranteed Notes due 2017 | New York Stock Exchange | |
5.2% Guaranteed Notes due 2017 | New York Stock Exchange | |
Floating Rate Guaranteed Notes due 2017 | New York Stock Exchange | |
1.25% Guaranteed Notes due 2017 | New York Stock Exchange | |
1.9% Guaranteed Notes due 2018 | New York Stock Exchange | |
2.0% Guaranteed Notes due 2018 | New York Stock Exchange | |
Floating Rate Guaranteed Notes due 2018 | New York Stock Exchange | |
1.625% Guaranteed Notes due 2018 | New York Stock Exchange | |
4.3% Guaranteed Notes due 2019 | New York Stock Exchange | |
4.375% Guaranteed Notes due 2020 | New York Stock Exchange | |
2.125% Guaranteed Notes due 2020 | New York Stock Exchange | |
2.25% Guaranteed Notes due 2020 | New York Stock Exchange | |
Floating Rate Guaranteed Notes due 2020 | New York Stock Exchange | |
2.375% Guaranteed Notes due 2022 | New York Stock Exchange | |
2.25% Guaranteed Notes due 2023 | New York Stock Exchange | |
3.4% Guaranteed Notes due 2023 | New York Stock Exchange | |
3.25% Guaranteed Notes due 2025 | New York Stock Exchange | |
4.125% Guaranteed Notes due 2035 | New York Stock Exchange | |
6.375% Guaranteed Notes due 2038 | New York Stock Exchange | |
5.5% Guaranteed Notes due 2040 | New York Stock Exchange | |
3.625% Guaranteed Notes due 2042 | New York Stock Exchange | |
4.55% Guaranteed Notes due 2043 | New York Stock Exchange | |
4.375% Guaranteed Notes due 2045 | 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 issuers classes of capital or common stock as of the close of the period covered by the annual report.
Outstanding as of December 31, 2015:
3,965,989,512 A ordinary shares with a nominal value of €0.07 each.
2,431,531,014 B 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 and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). | þ Yes | ¨ No | ||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. | ||||
See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): | ||||
Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ | ||||
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:
Royal Dutch Shell plc
Carel van Bylandtlaan 30
2596 HR, The Hague, The Netherlands
Attn: Michiel Brandjes
ANNUAL REPORT
Royal Dutch Shell plc
Annual Report and Form 20-F
for the year ended December 31, 2015
Designed by Conran Design Group Typeset by RR Donnelley Printed by Tuijtel under ISO 14001 |
02
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INTRODUCTION
|
|||||
CROSS REFERENCE TO FORM 20-F |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
|
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 |
22, 192 | ||||
B. |
Capitalisation and indebtedness |
50, 52 | ||||
C. |
Reasons for the offer and use of proceeds |
N/A | ||||
D. |
Risk factors |
8-12 | ||||
Item 4. | Information on the Company |
|||||
A. |
History and development of the company |
13, 15, 18, 23-32, 41-44, 52, 190, 198 | ||||
B. |
Business overview |
8-19, 23-48, 53-59, 153-161, 169-170, 197 | ||||
C. |
Organisational structure |
13, E2-E18 | ||||
D. |
Property, plant and equipment |
8-10, 15, 18-19, 23-47, 53-59, 153-170 | ||||
Item 4A. | Unresolved Staff Comments |
N/A | ||||
Item 5. | Operating and Financial Review and Prospects |
|||||
A. |
Operating results |
8-11, 18-48, 142-147 | ||||
B. |
Liquidity and capital resources |
15, 18-19, 23-24, 32, 41-42, 49-52, 124-125, 133-136, 142-147, 178 | ||||
C. |
Research and development, patents and licences, etc. |
14 | ||||
D. |
Trend information |
8-10, 15-21, 23-26, 41-44 | ||||
E. |
Off-balance sheet arrangements |
52 | ||||
F. |
Tabular disclosure of contractual obligations |
52 | ||||
G. |
Safe harbour |
52 | ||||
Item 6. | Directors, Senior Management and Employees |
|||||
A. |
Directors and senior management |
62-65, 70-73 | ||||
B. |
Compensation |
88-97 | ||||
C. |
Board practices |
62-64, 69-75, 83-85, 88, 97, 104 | ||||
D. |
Employees |
60, 151 | ||||
E. |
Share ownership |
60-61, 88-105, 147-148, 190 | ||||
Item 7. | Major Shareholders and Related Party Transactions |
|||||
A. |
Major shareholders |
190-191 | ||||
B. |
Related party transactions |
67, 122, 132, 151-152, 180-181, 189 | ||||
C. |
Interests of experts and counsel |
N/A | ||||
Item 8. | Financial Information |
|||||
A. |
Consolidated Statements and Other Financial Information |
49-52, 106-152, 171-189 | ||||
B. |
Significant changes |
14, 67-68, 152 | ||||
Item 9. | The Offer and Listing |
|||||
A. |
Offer and listing details |
193 | ||||
B. |
Plan of distribution |
N/A | ||||
C. |
Markets |
190 | ||||
D. |
Selling shareholders |
N/A | ||||
E. |
Dilution |
N/A | ||||
F. |
Expenses of the issue |
N/A | ||||
Item 10. | Additional Information |
|||||
A. |
Share capital |
50, 60-61, 68, 93-95, 118, 147-148, 175, 178-180, 187, 190 | ||||
B. |
Memorandum and articles of association |
75-82 | ||||
C. |
Material contracts |
N/A | ||||
D. |
Exchange controls |
195 | ||||
E. |
Taxation |
195-196 | ||||
F. |
Dividends and paying agents |
66, 77-79, 190, 194, back cover | ||||
G. |
Statement by experts |
N/A | ||||
H. |
Documents on display |
5 | ||||
I. |
Subsidiary information |
N/A | ||||
Item 11. | Quantitative and Qualitative Disclosures About Market Risk |
50, 132, 142-147, 178 | ||||
Item 12. | Description of Securities Other than Equity Securities |
190, 194-195 |
INTRODUCTION
|
03
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CROSS REFERENCE TO FORM 20-F |
Part II | Pages | |||||
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 |
74-75, 114, 184, E19-E20 | ||||
Item 16. | [Reserved] |
|||||
Item 16A. | Audit committee financial expert |
69, 83 | ||||
Item 16B. | Code of Ethics |
70 | ||||
Item 16C. | Principal Accountant Fees and Services |
85, 152, 181, 189 | ||||
Item 16D. | Exemptions from the Listing Standards for Audit Committees |
69 | ||||
Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
51 | ||||
Item 16F. | Change in Registrants Certifying Accountant |
85 | ||||
Item 16G. | Corporate Governance |
69-70 | ||||
Item 16H. | Mine Safety Disclosure |
N/A | ||||
Part III | Pages | |||||
Item 17. | Financial Statements |
N/A | ||||
Item 18. | Financial Statements |
106-152, 171-189 | ||||
Item 19. | Exhibits |
200, E1-E23 |
04
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INTRODUCTION
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TERMS AND ABBREVIATIONS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
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INTRODUCTION
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05
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ABOUT THIS REPORT |
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STRATEGIC REPORT
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CHAIRMANS MESSAGE |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
STRATEGIC REPORT
STRATEGIC REPORT
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CHIEF EXECUTIVE OFFICERS REVIEW |
CHIEF EXECUTIVE OFFICERS REVIEW
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STRATEGIC REPORT
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RISK FACTORS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
RISK FACTORS |
STRATEGIC REPORT
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
RISK FACTORS |
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STRATEGIC REPORT
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RISK FACTORS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
RISK FACTORS CONTINUED |
STRATEGIC REPORT
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
RISK FACTORS |
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STRATEGIC REPORT
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RISK FACTORS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
RISK FACTORS CONTINUED |
STRATEGIC REPORT
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13
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
BUSINESS OVERVIEW |
BUSINESS OVERVIEW |
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STRATEGIC REPORT
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BUSINESS OVERVIEW |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
BUSINESS OVERVIEW CONTINUED |
STRATEGIC REPORT
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15
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
STRATEGY AND OUTLOOK |
STRATEGY AND OUTLOOK |
16
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STRATEGIC REPORT
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MARKET OVERVIEW |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
MARKET OVERVIEW |
STRATEGIC REPORT
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
MARKET OVERVIEW |
18
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STRATEGIC REPORT
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
SUMMARY OF RESULTS |
KEY STATISTICS |
$ MILLION, EXCEPT WHERE OTHERWISE INDICATED |
2015 | 2014 | 2013 | ||||||||||
Earnings by segment [A] | ||||||||||||
Upstream |
(5,663) | 15,841 | 12,638 | |||||||||
Downstream |
10,243 | 3,411 | 3,869 | |||||||||
Corporate |
(425) | (156) | 372 | |||||||||
Total segment earnings [A][B] | 4,155 | 19,096 | 16,879 | |||||||||
Attributable to non-controlling interest | (313) | (55) | (134) | |||||||||
Earnings on a current cost of supplies basis attributable to Royal Dutch Shell plc shareholders [B] |
3,842 | 19,041 | 16,745 | |||||||||
Capital investment [B] | 28,861 | 37,339 | 46,041 | |||||||||
Divestments [B] | 5,540 | 15,019 | 1,738 | |||||||||
Operating expenses [B] | 41,144 | 45,225 | 44,379 | |||||||||
Return on average capital employed [B] |
1.9% | 7.1% | 7.9% | |||||||||
Gearing at December 31 [C] | 14.0% | 12.2% | 16.1% | |||||||||
Proved oil and gas reserves at December 31 (million boe) | 11,747 | 13,081 | 13,944 |
[A] Segment earnings are presented on a current cost of supplies basis. See Note 4 to the Consolidated Financial Statements on pages 127-128.
[B] See Non-GAAP measures reconciliations and other definitions on pages 198-199.
[C] See Note 14 to the Consolidated Financial Statements on page 134.
STRATEGIC REPORT
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
SUMMARY OF RESULTS |
20
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STRATEGIC REPORT
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PERFORMANCE INDICATORS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
PERFORMANCE INDICATORS |
KEY PERFORMANCE INDICATORS
STRATEGIC REPORT
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21
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
PERFORMANCE INDICATORS |
ADDITIONAL PERFORMANCE INDICATORS
22
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STRATEGIC REPORT
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SELECTED FINANCIAL DATA |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
SELECTED FINANCIAL DATA |
The selected financial data set out below are derived, in part, from the Consolidated Financial Statements. This data should be read in conjunction with the Consolidated Financial Statements and related Notes, as well as with this Strategic Report.
CONSOLIDATED STATEMENT OF INCOME AND OF COMPREHENSIVE INCOME DATA |
$ MILLION |
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
Revenue | 264,960 | 421,105 | 451,235 | 467,153 | 470,171 | |||||||||||||||
Income for the period | 2,200 | 14,730 | 16,526 | 26,960 | 31,093 | |||||||||||||||
Income/(loss) attributable to non-controlling interest | 261 | (144 | ) | 155 | 248 | 267 | ||||||||||||||
Income attributable to Royal Dutch Shell plc shareholders |
1,939 | 14,874 | 16,371 | 26,712 | 30,826 | |||||||||||||||
Comprehensive (loss)/income attributable to Royal Dutch Shell plc shareholders |
(811 | ) | 2,692 | 18,243 | 24,470 | 26,250 | ||||||||||||||
CONSOLIDATED BALANCE SHEET DATA |
$ MILLION |
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
Total assets | 340,157 | 353,116 | 357,512 | 350,294 | 337,474 | |||||||||||||||
Total debt | 58,379 | 45,540 | 44,562 | 37,754 | 37,175 | |||||||||||||||
Share capital | 546 | 540 | 542 | 542 | 536 | |||||||||||||||
Equity attributable to Royal Dutch Shell plc shareholders |
162,876 | 171,966 | 180,047 | 174,749 | 158,480 | |||||||||||||||
Non-controlling interest | 1,245 | 820 | 1,101 | 1,433 | 1,486 | |||||||||||||||
EARNINGS PER SHARE |
$ |
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
Basic earnings per 0.07 ordinary share | 0.31 | 2.36 | 2.60 | 4.27 | 4.97 | |||||||||||||||
Diluted earnings per 0.07 ordinary share | 0.30 | 2.36 | 2.60 | 4.26 | 4.96 | |||||||||||||||
SHARES |
MILLION |
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
Basic weighted average number of A and B shares | 6,320.3 | 6,311.5 | 6,291.1 | 6,261.2 | 6,212.5 | |||||||||||||||
Diluted weighted average number of A and B shares | 6,393.8 | 6,311.6 | 6,293.4 | 6,267.8 | 6,221.7 | |||||||||||||||
OTHER FINANCIAL DATA |
$ MILLION, EXCEPT WHERE OTHERWISE INDICATED |
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
Net cash from operating activities | 29,810 | 45,044 | 40,440 | 46,140 | 36,771 | |||||||||||||||
Dividends paid to Royal Dutch Shell plc shareholders | 9,370 | 9,444 | 7,198 | 7,390 | 6,877 | |||||||||||||||
Increase/(decrease) in cash and cash equivalents | 10,145 | 11,911 | (8,854 | ) | 7,258 | (2,152 | ) | |||||||||||||
Earnings by segment [A] | ||||||||||||||||||||
Upstream |
(5,663 | ) | 15,841 | 12,638 | 22,244 | 24,466 | ||||||||||||||
Downstream |
10,243 | 3,411 | 3,869 | 5,382 | 4,170 | |||||||||||||||
Corporate |
(425 | ) | (156 | ) | 372 | (203 | ) | 102 | ||||||||||||
Total segment earnings | 4,155 | 19,096 | 16,879 | 27,423 | 28,738 | |||||||||||||||
Attributable to non-controlling interest | (313 | ) | (55 | ) | (134 | ) | (259 | ) | (205 | ) | ||||||||||
Earnings on a current cost of supplies basis attributable to Royal Dutch Shell plc shareholders [A][B] |
3,842 | 19,041 | 16,745 | 27,164 | 28,533 | |||||||||||||||
Capital investment [A][B] | 28,861 | 37,339 | 46,041 | 36,761 | 31,051 | |||||||||||||||
Divestments [A][B] | 5,540 | 15,019 | 1,738 | 6,958 | 7,548 | |||||||||||||||
Operating expenses [A][B] | 41,144 | 45,225 | 44,379 | 41,987 | 42,035 | |||||||||||||||
Return on average capital employed [A][B] | 1.9% | 7.1% | 7.9% | 13.6% | 16.6% | |||||||||||||||
Gearing at December 31 [A] | 14.0% | 12.2% | 16.1% | 9.8% | 13.9% |
[A] See Summary of results on pages 18-19.
[B] See Non-GAAP measures reconciliations and other definitions on pages 198-199. Divestments include proceeds from sale of interests in Shell Midstream Partners, L.P.
STRATEGIC REPORT
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23
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM |
UPSTREAM |
KEY STATISTICS |
$ MILLION, EXCEPT WHERE OTHERWISE INDICATED | |||||||||||
2015 | 2014 | 2013 | ||||||||||
Segment earnings [A] | (5,663 | ) | 15,841 | 12,638 | ||||||||
Including: | ||||||||||||
Revenue (including inter-segment sales) [A] |
53,927 | 92,299 | 92,869 | |||||||||
Share of profit of joint ventures and associates [A] |
1,962 | 5,502 | 6,120 | |||||||||
Interest and other income [A] |
2,356 | 4,029 | 659 | |||||||||
Operating expenses [B] |
19,828 | 22,003 | 20,612 | |||||||||
Exploration |
5,719 | 4,224 | 5,278 | |||||||||
Depreciation, depletion and amortisation [A] |
23,001 | 17,868 | 16,949 | |||||||||
Taxation charge [A] |
10 | 15,277 | 17,803 | |||||||||
Capital investment [B] | 23,527 | 31,293 | 40,303 | |||||||||
Divestments [B] | 2,747 | 10,589 | 1,086 | |||||||||
Oil and gas production available for sale (thousand boe/d) | 2,954 | 3,080 | 3,199 | |||||||||
Equity sales of LNG (million tonnes) | 22.6 | 24.0 | 19.6 | |||||||||
Proved oil and gas reserves at December 31 (million boe) | 11,747 | 13,081 | 13,944 |
[A] See Note 4 to the Consolidated Financial Statements on page 127.
[B] See Non-GAAP measures reconciliations and other definitions on pages 198-199.
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STRATEGIC REPORT
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UPSTREAM |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM CONTINUED |
STRATEGIC REPORT
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM |
26
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STRATEGIC REPORT
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UPSTREAM |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM CONTINUED |
STRATEGIC REPORT
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM |
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UPSTREAM |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM CONTINUED |
STRATEGIC REPORT
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UPSTREAM |
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STRATEGIC REPORT
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UPSTREAM |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM CONTINUED |
STRATEGIC REPORT
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM |
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STRATEGIC REPORT
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UPSTREAM |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM CONTINUED |
STRATEGIC REPORT
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33
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM |
PROVED OIL AND GAS RESERVES
SUMMARY OF PROVED OIL AND GAS RESERVES OF SHELL SUBSIDIARIES AND SHELL SHARE OF JOINT VENTURES AND ASSOCIATES [A] (AT DECEMBER 31, 2015) |
BASED ON AVERAGE PRICES FOR 2015 |
|
Crude oil and natural gas liquids (million barrels) |
|
|
Natural gas (thousand million scf) |
|
|
Synthetic crude oil (million barrels) |
|
|
Bitumen (million barrels) |
|
|
Total all products |
| ||||||
Proved developed | ||||||||||||||||||||
Europe | 225 | 9,404 | | | 1,846 | |||||||||||||||
Asia | 1,176 | 14,221 | | | 3,628 | |||||||||||||||
Oceania | 45 | 1,654 | | | 330 | |||||||||||||||
Africa | 437 | 1,386 | | | 676 | |||||||||||||||
North America | ||||||||||||||||||||
USA |
455 | 572 | | | 554 | |||||||||||||||
Canada |
20 | 636 | 1,405 | 3 | 1,538 | |||||||||||||||
South America | 44 | 37 | | | 50 | |||||||||||||||
Total proved developed | 2,402 | 27,910 | 1,405 | 3 | 8,622 | |||||||||||||||
Proved undeveloped | ||||||||||||||||||||
Europe | 203 | 1,982 | | | 545 | |||||||||||||||
Asia | 400 | 1,834 | | | 716 | |||||||||||||||
Oceania | 93 | 4,292 | | | 833 | |||||||||||||||
Africa | 142 | 850 | | | 289 | |||||||||||||||
North America | ||||||||||||||||||||
USA |
105 | 182 | | | 136 | |||||||||||||||
Canada |
2 | 319 | 536 | | 593 | |||||||||||||||
South America | 12 | 6 | | | 13 | |||||||||||||||
Total proved undeveloped | 957 | 9,465 | 536 | | 3,125 | |||||||||||||||
Total proved developed and undeveloped | ||||||||||||||||||||
Europe | 428 | 11,386 | | | 2,391 | |||||||||||||||
Asia | 1,576 | 16,055 | | | 4,344 | |||||||||||||||
Oceania | 138 | 5,946 | | | 1,163 | |||||||||||||||
Africa | 579 | 2,236 | | | 965 | |||||||||||||||
North America | ||||||||||||||||||||
USA |
560 | 754 | | | 690 | |||||||||||||||
Canada |
22 | 955 | 1,941 | 3 | 2,131 | |||||||||||||||
South America | 56 | 43 | | | 63 | |||||||||||||||
Total | 3,359 | 37,375 | 1,941 | 3 | 11,747 |
[A] See Supplementary information oil and gas (unaudited) on pages 153-161.
[B] Natural gas volumes are converted into oil equivalent using a factor of 5,800 scf per barrel.
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UPSTREAM |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM CONTINUED |
OIL AND GAS PRODUCTION (AVAILABLE FOR SALE)
CRUDE OIL AND NATURAL GAS LIQUIDS [A] |
THOUSAND BARRELS |
2015 | 2014 | 2013 | ||||||||||||||||||||||||||
|
Shell subsidiaries |
|
|
Shell share of joint ventures and associates |
|
|
Shell subsidiaries |
|
|
Shell share of joint ventures and associates |
|
|
Shell subsidiaries |
|
|
Shell share of joint ventures and associates |
| |||||||||||
Europe | ||||||||||||||||||||||||||||
Denmark |
17,396 | | 18,834 | | 20,927 | | ||||||||||||||||||||||
Italy |
11,179 | | 11,792 | | 11,997 | | ||||||||||||||||||||||
Norway |
14,337 | | 14,893 | | 14,589 | | ||||||||||||||||||||||
UK |
20,762 | | 14,746 | | 14,445 | | ||||||||||||||||||||||
Other [B] |
874 | 1,311 | 849 | 1,986 | 934 | 1,952 | ||||||||||||||||||||||
Total Europe | 64,548 | 1,311 | 61,114 | 1,986 | 62,892 | 1,952 | ||||||||||||||||||||||
Asia | ||||||||||||||||||||||||||||
Brunei |
823 | 18,663 | 648 | 18,576 | 564 | 20,011 | ||||||||||||||||||||||
Iraq |
20,009 | | 19,218 | | 8,416 | | ||||||||||||||||||||||
Malaysia |
22,980 | | 16,754 | | 15,441 | | ||||||||||||||||||||||
Oman |
78,404 | | 74,781 | | 74,527 | | ||||||||||||||||||||||
Russia |
22,016 | 10,273 | 23,579 | 10,403 | 25,152 | 10,527 | ||||||||||||||||||||||
United Arab Emirates |
| | | 2,397 | | 58,104 | ||||||||||||||||||||||
Other [B] |
24,480 | 7,923 | 27,165 | 8,115 | 25,202 | 8,155 | ||||||||||||||||||||||
Total Asia | 168,712 | 36,859 | 162,145 | 39,491 | 149,302 | 96,797 | ||||||||||||||||||||||
Total Oceania [B] | 7,858 | 3,050 | 9,191 | 3,688 | 9,371 | 4,771 | ||||||||||||||||||||||
Africa | ||||||||||||||||||||||||||||
Gabon |
12,472 | | 12,144 | | 10,781 | | ||||||||||||||||||||||
Nigeria |
67,832 | | 69,851 | | 63,800 | | ||||||||||||||||||||||
Other [B] |
6,159 | | 5,008 | | 4,254 | | ||||||||||||||||||||||
Total Africa | 86,463 | | 87,003 | | 78,835 | | ||||||||||||||||||||||
North America | ||||||||||||||||||||||||||||
USA |
104,263 | | 98,895 | | 86,670 | | ||||||||||||||||||||||
Canada |
8,599 | | 8,389 | | 7,626 | | ||||||||||||||||||||||
Total North America | 112,862 | | 107,284 | | 94,296 | | ||||||||||||||||||||||
South America | ||||||||||||||||||||||||||||
Brazil |
13,307 | | 16,575 | | 7,706 | | ||||||||||||||||||||||
Other [B] |
576 | | 361 | | 273 | 3,327 | ||||||||||||||||||||||
Total South America | 13,883 | | 16,936 | | 7,979 | 3,327 | ||||||||||||||||||||||
Total | 454,326 | 41,220 | 443,673 | 45,165 | 402,675 | 106,847 |
[A] Reflects 100% of production of subsidiaries except in respect of PSCs, where the figures shown represent the entitlement of the subsidiaries concerned under those contracts.
[B] Comprises countries where 2015 production was lower than 7,300 thousand barrels or where specific disclosures are prohibited.
SYNTHETIC CRUDE OIL |
|
THOUSAND BARRELS | ||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||
|
Shell subsidiaries |
|
|
Shell subsidiaries |
|
|
Shell subsidiaries |
| ||||||||||||||
North America Canada | 49,891 | 46,934 | 46,017 |
BITUMEN |
THOUSAND BARRELS | |||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||
|
Shell subsidiaries |
|
|
Shell subsidiaries |
|
|
Shell subsidiaries |
| ||||||||||||||
North America Canada | 5,258 | 5,779 | 6,903 |
STRATEGIC REPORT
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35
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM |
NATURAL GAS [A] |
MILLION STANDARD CUBIC FEET | |||||||||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||||||||
|
Shell subsidiaries |
|
|
Shell share of joint ventures and associates |
|
|
Shell subsidiaries |
|
|
Shell share of joint ventures and associates |
|
|
Shell subsidiaries |
|
|
Shell share of joint ventures and associates |
| |||||||||||
Europe | ||||||||||||||||||||||||||||
Denmark |
48,211 | | 49,708 | | 53,283 | | ||||||||||||||||||||||
Germany |
58,230 | | 66,718 | | 73,123 | | ||||||||||||||||||||||
Netherlands |
| 429,626 | | 581,028 | | 721,344 | ||||||||||||||||||||||
Norway |
253,108 | | 252,284 | | 256,396 | | ||||||||||||||||||||||
UK |
101,276 | | 104,346 | | 109,470 | | ||||||||||||||||||||||
Other [B] |
15,892 | | 15,840 | | 15,409 | | ||||||||||||||||||||||
Total Europe | 476,717 | 429,626 | 488,896 | 581,028 | 507,681 | 721,344 | ||||||||||||||||||||||
Asia | ||||||||||||||||||||||||||||
Brunei |
21,337 | 162,862 | 22,228 | 155,244 | 18,442 | 164,446 | ||||||||||||||||||||||
China |
46,481 | | 53,065 | | 60,034 | | ||||||||||||||||||||||
Malaysia |
254,523 | | 241,908 | | 238,940 | | ||||||||||||||||||||||
Russia |
3,887 | 131,697 | 4,170 | 128,175 | 4,261 | 126,764 | ||||||||||||||||||||||
Other [B] |
386,450 | 118,421 | 420,169 | 118,198 | 378,412 | 115,469 | ||||||||||||||||||||||
Total Asia | 712,678 | 412,980 | 741,540 | 401,617 | 700,089 | 406,679 | ||||||||||||||||||||||
Oceania | ||||||||||||||||||||||||||||
Australia |
132,209 | 67,382 | 132,801 | 87,830 | 125,654 | 100,707 | ||||||||||||||||||||||
New Zealand |
55,906 | | 69,052 | | 61,407 | | ||||||||||||||||||||||
Total Oceania | 188,115 | 67,382 | 201,853 | 87,830 | 187,061 | 100,707 | ||||||||||||||||||||||
Africa | ||||||||||||||||||||||||||||
Egypt |
65,002 | | 54,079 | | 46,072 | | ||||||||||||||||||||||
Nigeria |
195,064 | | 234,599 | | 201,311 | | ||||||||||||||||||||||
Total Africa | 260,066 | | 288,678 | | 247,383 | | ||||||||||||||||||||||
North America | ||||||||||||||||||||||||||||
USA |
264,351 | | 360,846 | | 394,538 | | ||||||||||||||||||||||
Canada |
234,055 | | 214,756 | | 231,897 | | ||||||||||||||||||||||
Total North America | 498,406 | | 575,602 | | 626,435 | | ||||||||||||||||||||||
Total South America [B] | 12,853 | | 12,449 | | 11,896 | 444 | ||||||||||||||||||||||
Total | 2,148,835 | 909,988 | 2,309,018 | 1,070,475 | 2,280,545 | 1,229,174 |
[A] Reflects 100% of production of subsidiaries except in respect of PSCs, where the figures shown represent the entitlement of the companies concerned under those contracts.
[B] Comprises countries where 2015 production was lower than 41,795 million scf or where specific disclosures are prohibited.
36
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STRATEGIC REPORT
|
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UPSTREAM |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM CONTINUED |
AVERAGE REALISED PRICE BY GEOGRAPHICAL AREA
CRUDE OIL AND NATURAL GAS LIQUIDS |
$/BARREL | |||||||||||||||||||||||||||||
2015 |
2014 | 2013 | ||||||||||||||||||||||||||||
|
Shell subsidiaries |
|
|
Shell share of joint ventures and associates |
|
|
Shell subsidiaries |
|
|
Shell share of joint ventures and associates |
|
|
Shell subsidiaries |
|
|
Shell share of joint ventures and associates |
| |||||||||||||
Europe | 49.77 | 45.97 | 94.57 | 89.68 | 105.23 | 99.27 | ||||||||||||||||||||||||
Asia | 47.73 | 52.21 | 89.47 | 96.85 | 96.46 | 70.34 | ||||||||||||||||||||||||
Oceania | 43.39 | 50.01 | [A] | 82.26 | 88.07 | [A] | 90.50 | 91.91 | [A] | |||||||||||||||||||||
Africa | 51.80 | | 100.55 | | 110.14 | | ||||||||||||||||||||||||
North America USA | 44.99 | | 87.90 | | 98.10 | | ||||||||||||||||||||||||
North America Canada | 25.45 | | 59.19 | | 63.14 | | ||||||||||||||||||||||||
South America | 42.38 | | 88.68 | | 97.17 | 94.01 | ||||||||||||||||||||||||
Total | 47.52 | 51.82 | 91.09 | 95.87 | 99.83 | 72.69 |
[A] Includes Shells 14% share of Woodside from June 2014 (previously: 23% from April 2012), a publicly listed company on the Australian Securities Exchange. We have limited access to data; accordingly, the numbers are estimated.
SYNTHETIC CRUDE OIL |
$/BARREL | |||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||
|
Shell subsidiaries |
|
|
Shell subsidiaries |
|
|
Shell subsidiaries |
| ||||||||||||||
North America Canada | 40.87 | 81.83 | 87.24 |
BITUMEN |
$/BARREL | |||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||
|
Shell subsidiaries |
|
|
Shell subsidiaries |
|
|
Shell subsidiaries |
| ||||||||||||||
North America Canada | 30.25 | 70.19 | 67.40 |
NATURAL GAS |
$/THOUSAND SCF | |||||||||||||||||||||||||||
2015 |
2014 |
2013 | ||||||||||||||||||||||||||
|
Shell subsidiaries |
|
|
Shell share of joint ventures and associates |
|
|
Shell subsidiaries |
|
|
Shell share of joint ventures and associates |
|
|
Shell subsidiaries |
|
|
Shell share of joint ventures and associates |
| |||||||||||
Europe | 7.10 | 6.46 | 8.58 | 8.26 | 10.29 | 9.17 | ||||||||||||||||||||||
Asia | 3.02 | 7.06 | 4.57 | 11.50 | 4.51 | 10.73 | ||||||||||||||||||||||
Oceania | 6.80 | 6.73 | [A] | 10.49 | 11.01 | [A] | 11.55 | 9.45 | [A] | |||||||||||||||||||
Africa | 2.10 | | 2.71 | | 2.84 | | ||||||||||||||||||||||
North America USA | 2.39 | | 4.52 | | 3.92 | | ||||||||||||||||||||||
North America Canada | 2.29 | | 4.39 | | 3.26 | | ||||||||||||||||||||||
South America | 2.46 | | 2.85 | | 2.91 | 0.42 | ||||||||||||||||||||||
Total | 4.07 | 6.77 | 5.68 | 9.72 | 5.85 | 9.72 |
[A] Includes Shells 14% share of Woodside from June 2014 (previously: 23% from April 2012), a publicly listed company on the Australian Securities Exchange. We have limited access to data; accordingly, the numbers are estimated.
STRATEGIC REPORT
|
37
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM |
AVERAGE PRODUCTION COST BY GEOGRAPHICAL AREA
CRUDE OIL, NATURAL GAS LIQUIDS AND NATURAL GAS [A] |
|
$/BOE | ||||||||||||||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||||||||||||||
|
Shell subsidiaries |
|
|
Shell share of joint ventures and associates |
|
|
Shell subsidiaries |
|
|
Shell share of joint ventures and associates |
|
|
Shell subsidiaries |
|
|
Shell share of joint ventures and associates |
| |||||||||||||||||
Europe | 16.97 | 5.07 | 19.47 | 4.25 | 17.66 | 3.57 | ||||||||||||||||||||||||||||
Asia | 7.42 | 6.89 | 7.87 | 7.62 | 6.52 | 5.74 | ||||||||||||||||||||||||||||
Oceania | 13.43 | 14.66 | [B] | 13.62 | 14.44 | [B] | 11.55 | 13.17 | [B] | |||||||||||||||||||||||||
Africa | 11.96 | | 14.86 | | 14.43 | | ||||||||||||||||||||||||||||
North America USA | 20.28 | | 21.35 | | 21.57 | | ||||||||||||||||||||||||||||
North America Canada | 18.85 | | 22.96 | | 22.20 | | ||||||||||||||||||||||||||||
South America | 21.31 | | 25.26 | | 37.72 | 16.96 | ||||||||||||||||||||||||||||
Total | 13.42 | 6.77 | 15.10 | 6.68 | 14.35 | 5.52 |
[A] Natural gas volumes are converted into oil equivalent using a factor of 5,800 scf per barrel.
[B] Includes Shells 14% share of Woodside from June 2014 (previously: 23% from April 2012), a publicly listed company on the Australian Securities Exchange. We have limited access to data; accordingly, the numbers are estimated.
SYNTHETIC CRUDE OIL |
$/BARREL | |||||||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||||||
|
Shell subsidiaries |
|
|
Shell subsidiaries |
|
|
Shell subsidiaries |
| ||||||||||||||||||
North America Canada | 31.50 | 42.46 | 41.81 |
BITUMEN |
$/BARREL | |||||||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||||||
|
Shell subsidiaries |
|
|
Shell subsidiaries |
|
|
Shell subsidiaries |
| ||||||||||||||||||
North America Canada | 18.58 | 23.24 | 23.03 |
38
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STRATEGIC REPORT
|
|||||
UPSTREAM |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM CONTINUED |
LNG AND GTL PLANTS AT DECEMBER 31, 2015
LNG LIQUEFACTION PLANTS IN OPERATION |
|
|||||||||||
Asset | Location | Shell interest (%) | [A] |
|
100% capacity (mtpa) |
[B] | ||||||
Asia | ||||||||||||
Brunei |
Brunei LNG | Lumut | 25 | 7.8 | ||||||||
Malaysia |
Malaysia LNG Tiga | Bintulu | 15 | 7.7 | ||||||||
Oman |
Oman LNG | Sur | 30 | 7.1 | ||||||||
Qalhat (Oman) LNG | Sur | 11 | [C] | 3.7 | ||||||||
Qatar |
Qatargas 4 | Ras Laffan | 30 | 7.8 | ||||||||
Russia |
Sakhalin LNG | Prigorodnoye | 28 | 9.6 | ||||||||
Oceania | ||||||||||||
Australia |
Australia North West Shelf | Karratha | 19 | [C] | 16.3 | |||||||
Australia Pluto 1 | Karratha | 12 | [C] | 4.3 | ||||||||
Africa | ||||||||||||
Nigeria |
Nigeria LNG | Bonny | 26 | 22.0 | ||||||||
South America | ||||||||||||
Peru |
Peru LNG | Pampa Melchorita | 20 | 4.5 | ||||||||
Trinidad and Tobago |
Atlantic LNG | Point Fortin | 20-25 | 14.8 |
[A] Shell interest is rounded to the nearest whole percentage point.
[B] As reported by the operator.
[C] Interest, or part of the interest, is held via indirect shareholding.
LNG LIQUEFACTION PLANTS UNDER CONSTRUCTION |
| |||||||||||
Asset | Location | Shell interest (%) | [A] | |
100% capacity (mtpa) |
| ||||||
Oceania | ||||||||||||
Australia |
Gorgon[B] | Barrow Island | 25 | 15.6 | ||||||||
Prelude | Browse Basin | 68 | 3.6 |
[A] Shell interest is rounded to the nearest whole percentage point.
[B] Production of LNG and condensate started in March 2016.
GTL PLANTS IN OPERATION |
|
|||||||||||
Asset | Location | Shell interest (%) | 100% capacity (b/d) | |||||||||
Asia | ||||||||||||
Malaysia |
Shell MDS | Bintulu | 72 | 14,700 | ||||||||
Qatar |
Pearl | Ras Laffan | 100 | 140,000 |
EQUITY SALES OF LNG
EQUITY SALES OF LNG |
|
MILLION TONNES | ||||||||||
2015 | 2014 | 2013 | ||||||||||
Australia | 3.4 | 3.7 | 3.7 | |||||||||
Brunei | 1.6 | 1.5 | 1.7 | |||||||||
Malaysia | 1.8 | 2.7 | 2.6 | |||||||||
Nigeria | 5.0 | 5.0 | 4.4 | |||||||||
Oman | 1.9 | 1.8 | 2.0 | |||||||||
Peru | 0.7 | 0.8 | | |||||||||
Qatar | 2.4 | 2.4 | 2.3 | |||||||||
Russia | 2.9 | 2.9 | 2.9 | |||||||||
Trinidad and Tobago | 2.9 | 3.2 | | |||||||||
Total | 22.6 | 24.0 | 19.6 |
STRATEGIC REPORT
|
39
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM |
EARNINGS AND CASH FLOW INFORMATION
2015 |
$ MILLION | |||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe[A] | Asia | Oceania | Africa | USA | Other | Total | ||||||||||||||||||||||||||
Revenue |
12,721 | 22,299 | 1,858 | 5,620 | 6,384 | 4,405 | 640 | 53,927 | ||||||||||||||||||||||||
Share of profit/(loss) of joint ventures and associates |
506 | 1,664 | (802 | ) | 491 | (94 | ) | 70 | 127 | 1,962 | ||||||||||||||||||||||
Interest and other income |
(41 | ) | 556 | (13 | ) | 1,754 | 148 | (1 | ) | (47 | ) | 2,356 | ||||||||||||||||||||
Total revenue and other income |
13,186 | 24,519 | 1,043 | 7,865 | 6,438 | 4,474 | 720 | 58,245 | ||||||||||||||||||||||||
Purchases excluding taxes |
4,336 | 6,925 | 148 | 525 | 30 | 1,327 | 12 | 13,303 | ||||||||||||||||||||||||
Production and manufacturing expenses |
2,890 | 4,725 | 772 | 1,806 | 3,870 | 3,472 | 481 | 18,016 | ||||||||||||||||||||||||
Taxes other than income tax |
128 | 434 | 113 | 347 | 81 | | 63 | 1,166 | ||||||||||||||||||||||||
Selling, distribution and administrative expenses |
685 | 62 | 7 | 2 | 212 | 26 | 16 | 1,010 | ||||||||||||||||||||||||
Research and development |
612 | 27 | | | 121 | 42 | | 802 | ||||||||||||||||||||||||
Exploration |
261 | 1,255 | 195 | 161 | 3,336 | 164 | 347 | 5,719 | ||||||||||||||||||||||||
Depreciation, depletion and amortisation |
2,807 | 4,311 | 480 | 1,749 | 6,342 | 6,625 | 687 | 23,001 | ||||||||||||||||||||||||
Interest expense |
328 | 100 | 54 | 130 | 194 | 48 | 27 | 881 | ||||||||||||||||||||||||
Income before taxation |
1,139 | 6,680 | (726 | ) | 3,145 | (7,748 | ) | (7,230 | ) | (913 | ) | (5,653 | ) | |||||||||||||||||||
Taxation charge/(credit) |
339 | 2,714 | 428 | 886 | (2,853 | ) | (1,788 | ) | 284 | 10 | ||||||||||||||||||||||
Income after taxation |
800 | 3,966 | (1,154 | ) | 2,259 | (4,895 | ) | (5,442 | ) | (1,197 | ) | (5,663 | ) | |||||||||||||||||||
Net cash from operating activities |
1,303 | 8,882 | (76 | ) | 2,946 | 124 | 87 | (85 | ) | 13,181 | ||||||||||||||||||||||
Less: working capital movements |
(382 | ) | 430 | (1,161 | ) | 785 | 121 | 46 | 125 | (36 | ) | |||||||||||||||||||||
Net cash from operating activities excluding working capital movements |
1,685 | 8,452 | 1,085 | 2,161 | 3 | 41 | (210 | ) | 13,217 |
[A] Includes Greenland.
2014 |
$ MILLION | |||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe[A] | Asia | Oceania | Africa | USA | Other | Total | ||||||||||||||||||||||||||
Revenue |
17,891 | 35,629 | 3,299 | 11,129 | 13,553 | 9,250 | 1,548 | 92,299 | ||||||||||||||||||||||||
Share of profit/(loss) of joint ventures and associates |
1,128 | 3,173 | 266 | 937 | (4 | ) | 77 | (75 | ) | 5,502 | ||||||||||||||||||||||
Interest and other income |
68 | 845 | 2,292 | 503 | 327 | (71 | ) | 65 | 4,029 | |||||||||||||||||||||||
Total revenue and other income |
19,087 | 39,647 | 5,857 | 12,569 | 13,876 | 9,256 | 1,538 | 101,830 | ||||||||||||||||||||||||
Purchases excluding taxes |
5,848 | 10,113 | 344 | 1,505 | 1,909 | 3,383 | (63 | ) | 23,039 | |||||||||||||||||||||||
Production and manufacturing expenses |
3,255 | 4,905 | 809 | 2,483 | 4,572 | 3,391 | 678 | 20,093 | ||||||||||||||||||||||||
Taxes other than income tax |
264 | 948 | 211 | 836 | 201 | | 165 | 2,625 | ||||||||||||||||||||||||
Selling, distribution and administrative expenses |
777 | 103 | 9 | 1 | 136 | 7 | 22 | 1,055 | ||||||||||||||||||||||||
Research and development |
642 | 28 | | | 134 | 51 | | 855 | ||||||||||||||||||||||||
Exploration |
458 | 1,331 | 232 | 307 | 1,548 | 88 | 260 | 4,224 | ||||||||||||||||||||||||
Depreciation, depletion and amortisation |
1,815 | 4,621 | 430 | 2,054 | 6,665 | 1,808 | 475 | 17,868 | ||||||||||||||||||||||||
Interest expense |
364 | 90 | 55 | 144 | 211 | 60 | 29 | 953 | ||||||||||||||||||||||||
Income before taxation |
5,664 | 17,508 | 3,767 | 5,239 | (1,500 | ) | 468 | (28 | ) | 31,118 | ||||||||||||||||||||||
Taxation charge/(credit) |
3,599 | 7,542 | 2,103 | 2,416 | (626 | ) | 78 | 165 | 15,277 | |||||||||||||||||||||||
Income after taxation |
2,065 | 9,966 | 1,664 | 2,823 | (874 | ) | 390 | (193 | ) | 15,841 | ||||||||||||||||||||||
Net cash from operating activities |
3,975 | 14,619 | 1,684 | 4,629 | 3,935 | 2,685 | 312 | 31,839 | ||||||||||||||||||||||||
Less: working capital movements |
1,148 | (1,470 | ) | (845 | ) | 616 | (994 | ) | 360 | (285 | ) | (1,470 | ) | |||||||||||||||||||
Net cash from operating activities excluding working capital movements |
2,827 | 16,089 | 2,529 | 4,013 | 4,929 | 2,325 | 597 | 33,309 |
[A] Includes Greenland.
40
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STRATEGIC REPORT
|
|||||
UPSTREAM |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
UPSTREAM CONTINUED |
2013 |
$ MILLION | |||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | [A] | Asia | Oceania | Africa | USA | Other | Total | |||||||||||||||||||||||||
Revenue |
23,144 | 35,916 | 3,414 | 11,007 | 9,762 | 8,878 | 748 | 92,869 | ||||||||||||||||||||||||
Share of profit of joint ventures and associates |
1,469 | 3,235 | 111 | 1,162 | 1 | 55 | 87 | 6,120 | ||||||||||||||||||||||||
Interest and other income |
(123 | ) | 572 | 172 | (14 | ) | 20 | 52 | (20 | ) | 659 | |||||||||||||||||||||
Total revenue and other income |
24,490 | 39,723 | 3,697 | 12,155 | 9,783 | 8,985 | 815 | 99,648 | ||||||||||||||||||||||||
Purchases excluding taxes |
9,088 | 9,761 | 290 | 1,378 | (1,175 | ) | 2,989 | 48 | 22,379 | |||||||||||||||||||||||
Production and manufacturing expenses |
2,998 | 4,162 | 762 | 1,978 | 4,588 | 3,594 | 389 | 18,471 | ||||||||||||||||||||||||
Taxes other than income tax |
328 | 1,254 | 226 | 963 | 223 | | 85 | 3,079 | ||||||||||||||||||||||||
Selling, distribution and administrative expenses |
993 | 85 | 7 | 1 | 47 | 26 | 35 | 1,194 | ||||||||||||||||||||||||
Research and development |
648 | 15 | | | 178 | 106 | | 947 | ||||||||||||||||||||||||
Exploration |
627 | 1,082 | 396 | 354 | 1,790 | 312 | 717 | 5,278 | ||||||||||||||||||||||||
Depreciation, depletion and amortisation |
1,444 | 3,114 | 434 | 1,293 | 7,954 | 2,550 | 160 | 16,949 | ||||||||||||||||||||||||
Interest expense |
359 | 76 | 47 | 133 | 210 | 61 | 24 | 910 | ||||||||||||||||||||||||
Income before taxation |
8,005 | 20,174 | 1,535 | 6,055 | (4,032 | ) | (653 | ) | (643 | ) | 30,441 | |||||||||||||||||||||
Taxation charge/(credit) |
4,883 | 10,977 | 475 | 3,100 | (1,500 | ) | (203 | ) | 71 | 17,803 | ||||||||||||||||||||||
Income after taxation |
3,122 | 9,197 | 1,060 | 2,955 | (2,532 | ) | (450 | ) | (714 | ) | 12,638 | |||||||||||||||||||||
Net cash from operating activities |
5,215 | 12,834 | 1,717 | 5,027 | 3,775 | 1,414 | 132 | 30,114 | ||||||||||||||||||||||||
Less: working capital movements |
1,251 | (88 | ) | (929 | ) | 1,391 | (86 | ) | (346 | ) | 119 | 1,312 | ||||||||||||||||||||
Net cash from operating activities excluding working capital movements |
3,964 | 12,922 | 2,646 | 3,636 | 3,861 | 1,760 | 13 | 28,802 |
[A] Includes Greenland.
STRATEGIC REPORT
|
41
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DOWNSTREAM |
DOWNSTREAM |
KEY STATISTICS |
$ MILLION, EXCEPT WHERE OTHERWISE INDICATED | |||||||||||
2015 | 2014 | 2013 | ||||||||||
Segment earnings [A] | 10,243 | 3,411 | 3,869 | |||||||||
Including: | ||||||||||||
Revenue (including inter-segment sales) [A] |
237,746 | 378,046 | 404,427 | |||||||||
Share of profit of joint ventures and associates [A] |
2,215 | 1,693 | 1,525 | |||||||||
Interest and other income [A] |
1,156 | 41 | 273 | |||||||||
Operating expenses [B] |
20,816 | 22,701 | 23,292 | |||||||||
Depreciation, depletion and amortisation [A] |
3,667 | 6,619 | 4,421 | |||||||||
Taxation charge [A] |
1,639 | 1,085 | 1,129 | |||||||||
Capital investment [B] | 5,119 | 5,910 | 5,528 | |||||||||
Divestments [B] | 2,282 | 4,410 | 643 | |||||||||
Refinery availability (%) [C][D] | 90 | 93 | 94 | |||||||||
Chemical plant availability (%) [C] | 85 | 85 | 92 | |||||||||
Refinery processing intake (thousand b/d) | 2,805 | 2,903 | 2,915 | |||||||||
Oil products sales volumes (thousand b/d) | 6,432 | 6,365 | 6,164 | |||||||||
Chemicals sales volumes (thousand tonnes) | 17,148 | 17,008 | 17,386 |
[A] See Note 4 to the Consolidated Financial Statements on page 127. Segment earnings are presented on a current cost of supplies basis.
[B] See Non-GAAP measures reconciliations and other definitions on pages 198-199.
[C] The basis of calculation differs from that used for the Refinery and chemical plant availability measure in Performance indicators on page 20, which excludes downtime due to uncontrollable factors.
[D] With effect from 2015, refinery availability includes Shell-operated process units only. Comparative data has been restated.
42
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STRATEGIC REPORT
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DOWNSTREAM |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DOWNSTREAM CONTINUED |
STRATEGIC REPORT
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DOWNSTREAM |
44
|
STRATEGIC REPORT
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DOWNSTREAM |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DOWNSTREAM CONTINUED |
STRATEGIC REPORT
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45
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DOWNSTREAM |
46
|
STRATEGIC REPORT
|
|||||
DOWNSTREAM |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DOWNSTREAM CONTINUED |
MANUFACTURING PLANTS AT DECEMBER 31, 2015
REFINERIES IN OPERATION |
| |||||||||||||||||||||||
Thousand barrels/calendar day, 100% capacity[B] | ||||||||||||||||||||||||
Location | Asset class |
|
Shell interest (% |
)[A] |
|
Crude distillation capacity |
|
|
Thermal cracking/ visbreaking/ coking |
|
|
Catalytic cracking |
|
|
Hydro- cracking |
| ||||||||
Europe | ||||||||||||||||||||||||
Denmark |
Fredericia | l | 100 | 67 | 40 | | | |||||||||||||||||
Germany |
Miro [C] | 32 | 310 | 65 | 89 | | ||||||||||||||||||
Rheinland | n l | 100 | 325 | 44 | | 80 | ||||||||||||||||||
Schwedt [C] | 38 | 220 | 47 | 50 | | |||||||||||||||||||
Netherlands |
Pernis | n l | 100 | 404 | 45 | 48 | 83 | |||||||||||||||||
Asia | ||||||||||||||||||||||||
Japan |
Mizue (Toa) [C] | l¿ | 18 | 64 | 24 | 38 | | |||||||||||||||||
Yamaguchi [C] | ¿ | 13 | 110 | | 25 | | ||||||||||||||||||
Yokkaichi [C] | l¿ | 26 | 234 | | 55 | | ||||||||||||||||||
Malaysia |
Port Dickson [D] | ¿ | 51 | 107 | | 39 | | |||||||||||||||||
Pakistan |
Karachi [C] | 30 | 43 | | | | ||||||||||||||||||
Philippines |
Tabangao | 67 | 96 | 31 | | | ||||||||||||||||||
Saudi Arabia |
Al Jubail [C] | l¿ | 50 | 292 | 85 | | 45 | |||||||||||||||||
Singapore |
Pulau Bukom | n l | 100 | 468 | 70 | 34 | 55 | |||||||||||||||||
Africa | ||||||||||||||||||||||||
South Africa |
Durban [C] | ¿ | 38 | 165 | 23 | 34 | | |||||||||||||||||
Americas | ||||||||||||||||||||||||
Argentina |
Buenos Aires | l¿ | 100 | 100 | 18 | 20 | | |||||||||||||||||
Canada |
||||||||||||||||||||||||
Alberta |
Scotford | ¿ | 100 | 92 | | | 62 | |||||||||||||||||
Ontario |
Sarnia | ¿ | 100 | 73 | 4 | 19 | 9 | |||||||||||||||||
USA |
||||||||||||||||||||||||
California |
Martinez | l | 100 | 144 | 42 | 65 | 37 | |||||||||||||||||
Louisiana |
Convent [C] | ¿ | 50 | 227 | | 82 | 45 | |||||||||||||||||
Norco [C] | n | 50 | 229 | 25 | 107 | 39 | ||||||||||||||||||
Texas |
Deer Park | n l | 50 | 312 | 78 | 63 | 53 | |||||||||||||||||
Port Arthur [C] | l | 50 | 578 | 144 | 81 | 73 | ||||||||||||||||||
Washington |
Puget Sound | l¿ | 100 | 137 | 23 | 52 | |
[A] Shell interest is rounded to nearest whole percentage point; Shell share of production capacity may differ.
[B] Calendar day capacity is the maximum sustainable capacity adjusted for normal unit downtime.
[C] Not operated by Shell.
[D] In 2015, we agreed to sell our interest in Port Dickson refinery to Malaysia Hengyuan International Ltd. The transaction is expected to be completed in 2016.
n Integrated refinery and chemical complex.
l Refinery complex with cogeneration capacity.
¿ Refinery complex with chemical unit(s).
STRATEGIC REPORT
|
47
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DOWNSTREAM |
MAJOR CHEMICAL PLANTS IN OPERATION [A] |
Thousand tonnes/year, Shell share capacity[B] | ||||||||||||||||||||||
Location | Ethylene | |
Styrene monomer |
|
|
Ethylene glycol |
|
|
Higher olefins |
[C] |
|
Additional products |
| |||||||||
Europe | ||||||||||||||||||||||
Germany |
Rheinland | 315 | | | | A | ||||||||||||||||
Netherlands |
Moerdijk [D] | 972 | 725 | 155 | | A, I | ||||||||||||||||
UK |
Mossmorran [E] | 415 | | | | | ||||||||||||||||
Stanlow [E] | | | | 330 | I | |||||||||||||||||
Asia | ||||||||||||||||||||||
China |
Nanhai [E] | 475 | 320 | 175 | | A, I, P | ||||||||||||||||
Japan |
Yamaguchi [E] | | | | 11 | A, I | ||||||||||||||||
Saudi Arabia |
Al Jubail [E] | 366 | 400 | | | A, O | ||||||||||||||||
Singapore |
Jurong Island | 281 | 1,020 | 1,005 | | A, I, P, O | ||||||||||||||||
Pulau Bukom | 1,100 | | | | A, I | |||||||||||||||||
Americas | ||||||||||||||||||||||
Canada |
Scotford | | 485 | 520 | | A, I | ||||||||||||||||
USA |
Deer Park | 836 | | | | A, I | ||||||||||||||||
Geismar | | | 400 | 920 | I | |||||||||||||||||
Norco | 1,399 | | | | A | |||||||||||||||||
Total | 6,159 | 2,950 | 2,255 | 1,261 |
[A] Major chemical plants are large integrated chemical facilities, typically producing a range of chemical products from an array of feedstocks, and are a core part of our global Chemicals business.
[B] Shell share of capacity of subsidiaries, joint arrangements and associates (Shell and non-Shell operated), excluding capacity of the Infineum additives joint ventures.
[C] Higher olefins are linear alpha and internal olefins (products range from C6-C2024).
[D] Due to operational incidents in 2014 and 2015, not all units were fully in operation at December 31, 2015.
[E] Not operated by Shell.
A Aromatics, lower olefins.
I Intermediates.
P Polyethylene, polypropylene.
O Other.
48
|
STRATEGIC REPORT
|
|||||
CORPORATE |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CORPORATE |
EARNINGS |
$ MILLION |
2015 | 2014 | 2013 | ||||||||||
Segment earnings | (425 | ) | (156 | ) | 372 | |||||||
Including: | ||||||||||||
Net interest and investment expense |
995 | 913 | 832 | |||||||||
Foreign exchange losses |
731 | 263 | 189 | |||||||||
Taxation and other |
(1,301 | ) | (1,020 | ) | (1,393 | ) |
STRATEGIC REPORT
|
49
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
LIQUIDITY AND CAPITAL RESOURCES |
LIQUIDITY AND CAPITAL RESOURCES |
CASH FLOW INFORMATION [A] |
|
$ BILLION | ||||||||||
2015 | 2014 | 2013 | ||||||||||
Net cash from operating activities excluding working capital movements | ||||||||||||
Upstream |
13.2 | 33.3 | 28.8 | |||||||||
Downstream |
10.6 | 4.5 | 7.5 | |||||||||
Corporate |
0.5 | 0.8 | 1.2 | |||||||||
Total | 24.3 | 38.6 | 37.5 | |||||||||
Decrease in inventories | 2.8 | 8.0 | 0.6 | |||||||||
Decrease/(increase) in current receivables | 9.9 | (1.6 | ) | 5.6 | ||||||||
Decrease in current payables | (7.2 | ) | | (3.3 | ) | |||||||
Decrease in working capital | 5.5 | 6.4 | 2.9 | |||||||||
Net cash from operating activities | 29.8 | 45.0 | 40.4 | |||||||||
Net cash used in investing activities | (22.4 | ) | (19.7 | ) | (40.1 | ) | ||||||
Net cash from/(used in) financing activities | 3.8 | (12.8 | ) | (9.0 | ) | |||||||
Currency translation differences relating to cash and cash equivalents | (1.0 | ) | (0.6 | ) | (0.2 | ) | ||||||
Increase/(decrease) in cash and cash equivalents | 10.2 | 11.9 | (8.9 | ) | ||||||||
Cash and cash equivalents at the beginning of the year | 21.6 | 9.7 | 18.6 | |||||||||
Cash and cash equivalents at the end of the year | 31.8 | 21.6 | 9.7 |
[A] See the Consolidated Statement of Cash Flows on page 119.
50
|
STRATEGIC REPORT
|
|||||
LIQUIDITY AND CAPITAL RESOURCES |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
LIQUIDITY AND CAPITAL RESOURCES CONTINUED |
STRATEGIC REPORT
|
51
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
LIQUIDITY AND CAPITAL RESOURCES |
PURCHASES OF EQUITY SECURITIES BY ISSUER AND AFFILIATED PURCHASERS IN 2015 [A] |
| |||||||||||||||||||||||||||||||
A shares | B shares | A ADSs | ||||||||||||||||||||||||||||||
Purchase period |
|
Number purchased for employee share plans |
|
|
Number purchased for cancellation |
[C] |
|
Weighted average price ($ |
)[B] |
|
Number purchased for employee share plans |
|
|
Weighted average price ($ |
)[B] |
|
Number purchased for employee share plans |
|
|
Weighted average price ($ |
)[B] | |||||||||||
January | | 12,717,512 | 32.06 | | | 1,133,754 | 65.00 | |||||||||||||||||||||||||
February | | | | | | | | |||||||||||||||||||||||||
March | 343,670 | | 31.16 | 184,916 | 33.02 | 98,567 | 62.57 | |||||||||||||||||||||||||
April | | | | | | | | |||||||||||||||||||||||||
May | | | | | | | | |||||||||||||||||||||||||
June | 52,359 | | 29.97 | 150,233 | 30.32 | | | |||||||||||||||||||||||||
July | | | | | | | | |||||||||||||||||||||||||
August | | | | | | 21,097 | 50.22 | |||||||||||||||||||||||||
September | | | | 163,535 | 24.19 | | | |||||||||||||||||||||||||
October | | | | | | | | |||||||||||||||||||||||||
November | | | | | | | | |||||||||||||||||||||||||
December | | | | 181,366 | 22.15 | | | |||||||||||||||||||||||||
Total 2015 | 396,029 | 12,717,512 | 32.03 | 680,050 | 27.40 | 1,253,418 | 64.56 |
[A] Excludes shares issued to affiliated purchasers pursuant to the Scrip Dividend Programme.
[B] Average price paid per share includes stamp duty and brokers commission.
[C] Under the share buyback programme.
52
|
STRATEGIC REPORT
|
|||||
LIQUIDITY AND CAPITAL RESOURCES |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
LIQUIDITY AND CAPITAL RESOURCES CONTINUED |
STRATEGIC REPORT
|
53
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ENVIRONMENT AND SOCIETY |
ENVIRONMENT AND SOCIETY |
54
|
STRATEGIC REPORT
|
|||||
ENVIRONMENT AND SOCIETY |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ENVIRONMENT AND SOCIETY CONTINUED |
STRATEGIC REPORT
|
55
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ENVIRONMENT AND SOCIETY |
56
|
STRATEGIC REPORT
|
|||||
ENVIRONMENT AND SOCIETY |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ENVIRONMENT AND SOCIETY CONTINUED |
STRATEGIC REPORT
|
57
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ENVIRONMENT AND SOCIETY |
58
|
STRATEGIC REPORT
|
|||||
ENVIRONMENT AND SOCIETY |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ENVIRONMENT AND SOCIETY CONTINUED |
STRATEGIC REPORT
|
59
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ENVIRONMENT AND SOCIETY |
60
|
STRATEGIC REPORT
|
|||||
OUR PEOPLE |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
OUR PEOPLE |
STRATEGIC REPORT
|
61
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
OUR PEOPLE |
62
|
GOVERNANCE
|
|||||
THE BOARD OF ROYAL DUTCH SHELL PLC |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
GOVERNANCE
THE BOARD OF ROYAL DUTCH SHELL PLC |
GOVERNANCE
|
63
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
THE BOARD OF ROYAL DUTCH SHELL PLC |
64
|
GOVERNANCE
|
|||||
THE BOARD OF ROYAL DUTCH SHELL PLC |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
THE BOARD OF ROYAL DUTCH SHELL PLC CONTINUED |
GOVERNANCE
|
65
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
SENIOR MANAGEMENT |
SENIOR MANAGEMENT |
66
|
GOVERNANCE
|
|||||
DIRECTORS REPORT |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DIRECTORS REPORT |
DIVIDENDS |
|
2015 | ||||||||||||||||||||||||||||||||||||
A shares | B shares[A] | A ADSs | B ADSs | |||||||||||||||||||||||||||||||||||
$ | | pence | $ | pence | | $ | $ | |||||||||||||||||||||||||||||||
Q1 | 0.47 | 0.4195 | 30.75 | 0.47 | 30.75 | 0.4195 | 0.94 | 0.94 | ||||||||||||||||||||||||||||||
Q2 | 0.47 | 0.4227 | 30.92 | 0.47 | 30.92 | 0.4227 | 0.94 | 0.94 | ||||||||||||||||||||||||||||||
Q3 | 0.47 | 0.4299 | 31.07 | 0.47 | 31.07 | 0.4299 | 0.94 | 0.94 | ||||||||||||||||||||||||||||||
Q4 | 0.47 | [B] | [B] | 0.47 | [B] | [B] | 0.94 | 0.94 | ||||||||||||||||||||||||||||||
Total announced in respect of the year | 1.88 | [B] | [B] | 1.88 | [B] | [B] | 3.76 | 3.76 | ||||||||||||||||||||||||||||||
Amount paid during the year | 1.7050 | 123.94 | 123.94 | 1.7050 | 3.76 | 3.76 |
[A] It is expected that holders of B shares will receive dividends through the dividend access mechanism applicable to such shares. The dividend access mechanism is described more fully on page 179.
[B] The euro and sterling equivalents announcement date is March 11, 2016, which therefore is also the date when the total announced in respect of the year can be calculated.
GOVERNANCE
|
67
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DIRECTORS REPORT |
68
|
GOVERNANCE
|
|||||
DIRECTORS REPORT |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DIRECTORS REPORT CONTINUED |
GOVERNANCE
|
69
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CORPORATE GOVERNANCE |
CORPORATE GOVERNANCE |
70
|
GOVERNANCE
|
|||||
CORPORATE GOVERNANCE |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CORPORATE GOVERNANCE CONTINUED |
GOVERNANCE
|
71
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CORPORATE GOVERNANCE |
ATTENDANCE AT BOARD AND BOARD COMMITTEE MEETINGS [A] |
| |||||||||||||||||||
Board |
|
Audit Committee |
|
|
Corporate and Social Responsibility Committee |
|
|
Nomination and Succession Committee |
|
|
Remuneration Committee |
| ||||||||
Ben van Beurden | 12/12 | |||||||||||||||||||
Guy Elliott | 12/12 | 6/6 | 7/7 | |||||||||||||||||
Euleen Goh | 12/12 | 6/6 | ||||||||||||||||||
Simon Henry | 12/12 | |||||||||||||||||||
Charles O. Holliday | 11/12 | 2/2 | 5/5 | 2/2 | ||||||||||||||||
Gerard Kleisterlee | 11/12 | 5/6 | 5/5 | |||||||||||||||||
Jorma Ollila | 5/5 | 2/2 | ||||||||||||||||||
Sir Nigel Sheinwald | 12/12 | 5/5 | ||||||||||||||||||
Linda G. Stuntz | 12/12 | 6/6 | ||||||||||||||||||
Hans Wijers | 12/12 | 3/3 | 7/7 | |||||||||||||||||
Patricia A. Woertz | 11/12 | 4/5 | 1/3 | |||||||||||||||||
Gerrit Zalm | 9/12 | 4/5 | 5/5 |
[A] The first figure represents attendance and the second figure the possible number of meetings. For example, 12/12 signifies attendance at twelve out of twelve possible meetings. Where a Director stood down from the Board or a Board committee during the year, or was appointed during the year, only meetings before standing down or after the date of appointment are shown.
72
|
GOVERNANCE
|
|||||
CORPORATE GOVERNANCE |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CORPORATE GOVERNANCE CONTINUED |
GOVERNANCE
|
73
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CORPORATE GOVERNANCE |
74
|
GOVERNANCE
|
|||||
CORPORATE GOVERNANCE |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CORPORATE GOVERNANCE CONTINUED |
GOVERNANCE
|
75
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CORPORATE GOVERNANCE |
76
|
GOVERNANCE
|
|||||
CORPORATE GOVERNANCE |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CORPORATE GOVERNANCE CONTINUED |
GOVERNANCE
|
77
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CORPORATE GOVERNANCE |
78
|
GOVERNANCE
|
|||||
CORPORATE GOVERNANCE |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CORPORATE GOVERNANCE CONTINUED |
GOVERNANCE
|
79
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CORPORATE GOVERNANCE |
80
|
GOVERNANCE
|
|||||
CORPORATE GOVERNANCE |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CORPORATE GOVERNANCE CONTINUED |
GOVERNANCE
|
81
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CORPORATE GOVERNANCE |
82
|
GOVERNANCE
|
|||||
CORPORATE GOVERNANCE |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CORPORATE GOVERNANCE CONTINUED |
GOVERNANCE
|
83
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
AUDIT COMMITTEE REPORT |
AUDIT COMMITTEE REPORT |
84
|
GOVERNANCE
|
|||||
AUDIT COMMITTEE REPORT |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
AUDIT COMMITTEE REPORT CONTINUED |
GOVERNANCE
|
85
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
AUDIT COMMITTEE REPORT |
86
|
GOVERNANCE
|
|||||
DIRECTORS REMUNERATION REPORT |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DIRECTORS REMUNERATION REPORT |
GOVERNANCE
|
87
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DIRECTORS REMUNERATION REPORT |
88
|
GOVERNANCE
|
|||||
ANNUAL REPORT ON REMUNERATION |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ANNUAL REPORT ON REMUNERATION |
GOVERNANCE
|
89
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ANNUAL REPORT ON REMUNERATION |
REMUNERATION STRUCTURE | ||||
Short term | Medium term | Long term | ||
n Base salary. n Annual bonus based on scorecard of short-term strategic targets and individual achievement. |
n 50% of bonus deferred into shares for three years. |
n Shareholding requirement for tenure in role. | ||
n LTIP based on relative performance over three years. Shares to be retained for two years after vesting. |
n Bonus and LTIP subject to malus and clawback provisions. |
REMUNERATION POLICY AND PRACTICE AT A GLANCE | ||||
Summary of the shareholder-approved policy (effective January 1, 2015). The full policy is set out on pages 98-105. |
Policy implementation in 2015 | Policy implementation in 2016 | ||
Base salary and pensionable salary | ||||
n Reviewed annually after considering a range of factors including market positioning, tenure and experience, planned increases for other employees, Shells and individual performance. Maximum: €2,000,000. |
n CEO base salary and pensionable salary: €1,430,000 (+2.1%). |
n CEO base salary and pensionable salary: €1,460,000 (+2.1%). | ||
n CFO base salary: €1,030,000 (+2.0%); pensionable salary: £765,000 (+2.0%). |
n CFO base salary: €1,040,000 (+1.0%); pensionable salary: £780,000 (+2.0%). | |||
Benefits | ||||
n Typically include car allowance, transport between home and office, medical insurance. Mobility policies and tax equalisation related to expatriate employment before Board appointment or to offset double taxation may also apply. |
n CEO and CFO received standard benefits. |
n CEO and CFO will receive standard benefits. | ||
Annual bonus | ||||
n Target bonus as a % of base salary: CEO 150%; CFO 120%. |
n Scorecard mathematical outcome: 1.55. After REMCOs discretion: 1.40. Individual performance multiplier: 1.2. n Bonus paid in respect of 2015: CEO 245% of base salary, CFO 199% of base salary. This represents about 165% of their respective target bonuses. |
n Same bonus opportunities as in 2015. n Scorecard measures and targets updated to reflect the execution of the BG integration. | ||
n Maximum: CEO 250%; CFO 240%. |
||||
n Calculated as base salary x target bonus % x scorecard result (02) against short-term strategic targets, adjusted for individual performance with a 01.2 multiplier. |
||||
n 50% delivered in cash, 50% deferred into shares and released after three years, together with dividend shares accrued over the deferral period. |
||||
n Subject to malus and clawback provisions. |
||||
n Scorecard measures: operational cash flow (30%); operational excellence (50%); and sustainable development (20%). See further details on page 100. |
||||
LTIP | ||||
n Maximum award: 400% of base salary. Between 0% and 200% of the initial award may vest, depending on relative performance over a three-year period. n Vesting capped at 50% of the maximum payout if there is no vesting on the total shareholder return (TSR) element. n Additional shares are released representing the value of dividends payable on vested shares. n Vested shares must be held for a further two years. |
n Award as a % of base salary: CEO 340%; CFO 270%. n Vesting of 2013 award: 16% of target (8% of maximum). The performance measures of the 2013 award were the same as those applying to the 2015 award except for production, which was used instead of ROACE. |
n Same award opportunities as in 2015. n Same performance measures as in 2015. | ||
n Subject to malus and clawback provisions. |
||||
n Performance measures: TSR (30%), earnings per share (EPS) (30%), return on average capital employed (ROACE) (20%) and net cash from operating activities (20%). |
||||
Pension | ||||
n Retirement benefits maintained in base country pension arrangements. |
n Maximum pensionable salary for future defined benefit accruals of €89,900. Net pay defined contribution pension plan (employer contribution: 24% of salary in excess of €89,900). |
n CEO and CFO: no change. | ||
n CEO: Dutch defined benefit pension plan. |
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n CFO: UK defined benefit pension plans. |
||||
Shareholding | ||||
n Requirement as a % of base salary: CEO: 700%; CFO: 400%. |
n Actual holding at year end: CEO: 98% of base salary; CFO: 822% of base salary. |
n No change in shareholding requirements. | ||
n Expected to be reached through retention of vested shares, within five years of appointment and maintained for the full period of appointment. |
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GOVERNANCE
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ANNUAL REPORT ON REMUNERATION |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ANNUAL REPORT ON REMUNERATION CONTINUED |
GOVERNANCE
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91
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ANNUAL REPORT ON REMUNERATION |
DIRECTORS REMUNERATION FOR 2015
Non-executive Directors remuneration for 2015
SINGLE TOTAL FIGURE OF REMUNERATION FOR NON-EXECUTIVE DIRECTORS (AUDITED) |
THOUSAND |
Fees | Taxable benefits | [A] | Total | |||||||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |||||||||||||||||||||||||
Guy Elliott | 197 | 177 | | 1 | 197 | 178 | ||||||||||||||||||||||||
Euleen Goh [B] | 190 | 60 | | | 190 | 60 | ||||||||||||||||||||||||
Charles O. Holliday [C] | 616 | 207 | 121 | 15 | 737 | 222 | ||||||||||||||||||||||||
Gerard Kleisterlee | 190 | 171 | | | 190 | 171 | ||||||||||||||||||||||||
Jorma Ollila [C] | 315 | 825 | 82 | 133 | 397 | 958 | ||||||||||||||||||||||||
Sir Nigel Sheinwald | 147 | 142 | 1 | | 148 | 142 | ||||||||||||||||||||||||
Linda G. Stuntz | 190 | 180 | | | 190 | 180 | ||||||||||||||||||||||||
Hans Wijers | 219 | 206 | | | 219 | 206 | ||||||||||||||||||||||||
Patricia A. Woertz [B] | 183 | 93 | 19 | | 202 | 93 | ||||||||||||||||||||||||
Gerrit Zalm | 165 | 153 | | | 165 | 153 |
[A] UK regulations require the inclusion of benefits where these would be taxable in the UK, on the assumption that Directors are tax residents in the UK. On this premise, the taxable benefits include the cost of Non-executive Directors occasional business-required spouse travel. Shell also pays for travel between home and the head office in The Hague, where Board and committee meetings are typically held, as well as related hotel and subsistence costs. For consistency, these business expenses are not reported as taxable benefits as for most Non-executive Directors this is international travel and hence would not be taxable in the UK.
[B] Euleen Goh was appointed with effect from September 1, 2014. Patricia A. Woertz was appointed with effect from June 1, 2014.
[C] Jorma Ollila stood down on May 19, 2015, and was succeeded as Chairman by Charles O. Holliday. Their taxable benefits include company-provided transport (2015: €58,235 for Jorma Ollila) and the use of an apartment (2015: €93,467 for Charles O. Holliday and €18,065 for Jorma Ollila).
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ANNUAL REPORT ON REMUNERATION |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ANNUAL REPORT ON REMUNERATION CONTINUED |
Executive Directors remuneration for 2015
SINGLE TOTAL FIGURE OF REMUNERATION FOR EXECUTIVE DIRECTORS (AUDITED) |
|
THOUSAND | ||||||||||||||||
Ben van Beurden | Simon Henry | |||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||
Salaries | 1,430 | 1,400 | 1,030 | 1,010 | ||||||||||||||
Taxable benefits | 42 | 35 | 24 | 32 | ||||||||||||||
Total fixed remuneration | 1,472 | 1,435 | 1,054 | 1,042 | ||||||||||||||
Annual bonus [A] | 3,500 | 3,300 | 2,050 | 1,900 | ||||||||||||||
LTIP and DBP [B] | 163 | 863 | 427 | 2,857 | ||||||||||||||
Total variable remuneration | 3,663 | 4,163 | 2,477 | 4,757 | ||||||||||||||
Total direct remuneration | 5,135 | 5,598 | 3,531 | 5,799 | ||||||||||||||
Pension [C] [D] | 441 | 10,695 | 428 | 442 | ||||||||||||||
Tax equalisation [D] [E] | | 7,905 | 408 | 244 | ||||||||||||||
Total remuneration including pension and tax equalisation | 5,576 | 24,198 | 4,367 | 6,485 | ||||||||||||||
in dollars |
6,190 | 32,158 | 4,848 | 8,619 | ||||||||||||||
in sterling |
4,049 | 19,510 | 3,171 | 5,229 |
[A] The full value of the bonus, comprising both the non-deferred and deferred value. For 2015, 50% is deferred into the DBP. For 2015, the market price of A and B shares on February 5, 2016 (€20.12 and £15.37 respectively), was used to determine the number of deferred bonus shares, resulting in 86,978 A shares for Ben van Beurden and 51,393 B shares for Simon Henry.
[B] Remuneration for performance periods of more than one year, comprising the value of released LTIP awards and DBP performance matching shares. The amounts reported for 2015 relate to the 2013 awards, which vested on March 1, 2016, at the market price of €21.21 and £16.39 for A and B shares respectively. The value in respect of the LTIP and DBP is calculated as the product of: the gross number of shares of the original award in the case of the LTIP plus accrued dividend shares; the vesting percentage; and the closing market price of A or B shares at the vesting date. The market price of B shares is converted into euros using the exchange rate on the respective date. The original deferred bonus share awards, which are those represented by the deferred bonus and dividend shares accrued on these shares, are not considered as long-term remuneration, as they relate to the short-term annual bonus value.
[C] The accrual for the period (net of inflation) multiplied by 20 in accordance with UK reporting regulations.
[D] As explained in the 2014 report, the pension and tax equalisation figures for Ben van Beurden for 2014 relate to his promotion to CEO and prior assignment to the UK and application of the standard policies.
[E] As Simon Henry spent over 10 years in the Netherlands, tax relief on employee and employer contributions to the Shell Overseas Contributory Pension Fund under the terms of the UK/Netherlands double tax agreement ceased on May 1, 2014. Tax equalisation of the pension contributions for Simon Henry has applied since then.
GOVERNANCE
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ANNUAL REPORT ON REMUNERATION |
2015 ANNUAL BONUS OUTCOME (AUDITED) |
| |||||||||||||||||||||||||||||||||||
Bonus as a % of base salary | ||||||||||||||||||||||||||||||||||||
Weight (% of scorecard) |
Target set |
Result achieved |
Score (0-2) | Ben van Beurden | Simon Henry | |||||||||||||||||||||||||||||||
Measures | Target | Achieved | Target | Achieved | ||||||||||||||||||||||||||||||||
Operational cash flow ($ billion) [A] | 30% | 28.0 | 30.7 | 1.45 | 45% | 65% | 36% | 52% | ||||||||||||||||||||||||||||
Operational excellence | 50% | 1.59 | 75% | 119% | 60% | 95% | ||||||||||||||||||||||||||||||
Project delivery: identified projects on time and budget (%) | 20% | 75% | 82% | 1.35 | ||||||||||||||||||||||||||||||||
Production (kboe/d) | 12% | 2,814 | 2,954 | 2.00 | ||||||||||||||||||||||||||||||||
LNG sales (mtpa) | 6% | 21.9 | 22.6 | 2.00 | ||||||||||||||||||||||||||||||||
Refinery and chemical plant availability (%) | 12% | 88.5 | 89.3 | 1.39 | ||||||||||||||||||||||||||||||||
Sustainable development | 20% | 1.59 | 30% | 48% | 24% | 38% | ||||||||||||||||||||||||||||||
Total recordable case frequency (injuries/million hours) | 5% | 1.13 | 0.94 | 1.63 | ||||||||||||||||||||||||||||||||
Operational Tier 1 process safety events (number) |
5% | 65 | 51 | 1.93 | ||||||||||||||||||||||||||||||||
Volume of operational spills (thousand tonnes) |
4% | 1.2 | 0.8 | 1.67 | ||||||||||||||||||||||||||||||||
Refining Energy Intensity Index (EII) (indexed to 2002) |
4% | 96.3 | 95.4 | 1.19 | ||||||||||||||||||||||||||||||||
Fresh water intensity (cubic metres per tonne of production) oil sands |
2% | 1.80 | 1.66 | 1.31 | ||||||||||||||||||||||||||||||||
100% | 150% | 120% | ||||||||||||||||||||||||||||||||||
Mathematical scorecard outcome | 1.55 | |||||||||||||||||||||||||||||||||||
Scorecard outcome after REMCO adjustment | 1.4 | |||||||||||||||||||||||||||||||||||
Final 2015 bonus [B] |
€ ( % of base salary) | €3,500,000 (245%) | €2,050,000 (199%) |
[A] Excluding tax on divestments.
[B] Annual bonus = (base salary x target bonus % x scorecard result), adjusted for individual performance by a factor of 1.2.
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ANNUAL REPORT ON REMUNERATION |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ANNUAL REPORT ON REMUNERATION CONTINUED |
SCHEME INTERESTS AWARDED TO EXECUTIVE DIRECTORS IN 2015 (AUDITED) |
|
| ||||||||||||||
Potential amount vesting | ||||||||||||||||
Scheme interest type | Type of interest awarded | End of performance period | Target award[A] | |
Minimum performance (% of shares awarded |
)[B] |
Maximum performance (% of shares of the target award |
[A][C]) | ||||||||
LTIP | Performance shares | December 31, 2017 | Ben van Beurden: 180,575 A shares, equivalent to 3.4 x base salary or €4,862,000. Simon Henry: 99,451 B shares, equivalent to 2.7 x base salary or €2,781,000. | 0% | Maximum number of shares vesting is 200% of the number of shares awarded, equivalent to €9,724,000 for Ben van Beurden and €5,562,000 for Simon Henry. |
[A] Awards based on a market price at January 30, 2015 (close of the award date), for A and B shares of €26.93 and £21.05 respectively.
[B] Minimum performance relates to the lowest level of achievement, for which no reward is given.
[C] The equivalent values exclude share price movements and accrued dividend shares.
GOVERNANCE
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95
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ANNUAL REPORT ON REMUNERATION |
Directors scheme interests
The table below shows the aggregate position for Directors interests under share schemes at December 31. For Ben van Beurden, these relate to awards made to him prior to being appointed a Director. These are A shares for Ben van Beurden and B shares for Simon Henry. During the period from December 31, 2015, to March 9, 2016, scheme interests have changed as a result of the vesting of the 2013 LTIP and DBP awards on March 1, 2016, and the 2016 LTIP and DBP awards made on February 5, 2016, as described on pages 93 and 94 respectively.
DIRECTORS SCHEME INTERESTS (AUDITED) |
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Share plan interests[A] | ||||||||||||||||||||||||||||||||||||||||||||||||
|
LTIP subject to performance conditions[B] |
|
|
DBP not subject to performance conditions[C] |
|
|
DBP subject to performance conditions[D] |
|
|
PSP subject to performance conditions[E] |
|
Total | ||||||||||||||||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |||||||||||||||||||||||||||||||||||||||
Ben van Beurden | 425,817 | 216,062 | 79,839 | 13,087 | 7,025 | 6,544 | | 30,289 | 512,681 | 265,982 | ||||||||||||||||||||||||||||||||||||||
Simon Henry | 315,122 | 288,957 | 89,291 | 80,734 | 26,420 | 40,367 | | | 430,833 | 410,058 |
[A] Includes unvested long-term incentive awards and notional dividend shares accrued at December 31. Interests are shown on the basis of the original awards. The shares subject to performance
conditions can vest at between 0% and 200%. Dividend shares accumulate each year on an assumed notional LTIP/DBP award. Such dividend shares are disclosed and recorded on the basis of the
number of shares conditionally awarded but, when an award vests, dividend shares will be awarded only in relation to vested shares as if the vested shares were held from the award date.
Shares released during the year are included in the Directors share interests table.
[B] Total number of unvested LTIP shares at December 31, including dividend shares accrued on the original LTIP award.
[C] The number of shares deferred from the bonus (original DBP award) and the dividend shares accrued on these at December 31. Delivery of the original DBP award and the related
accrued dividend shares is not subject to performance conditions.
[D] The target number of performance matching shares, which corresponds to the original DBP award. In accordance with the operation of the DBP until 2015, half of the shares from the bonus deferral
are matchable with performance matching shares. The actual number of performance matching shares will be determined at vesting on the same basis as the LTIP vesting. DBP no longer attract
matching shares with effect from 2015 awards.
[E] Total number of unvested PSP shares at December 31, including dividend shares accrued on the original award.
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ANNUAL REPORT ON REMUNERATION |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ANNUAL REPORT ON REMUNERATION CONTINUED |
GOVERNANCE
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97
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
ANNUAL REPORT ON REMUNERATION |
98
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GOVERNANCE
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DIRECTORS REMUNERATION POLICY |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DIRECTORS REMUNERATION POLICY |
This section describes the Directors Remuneration Policy as published in the 2013 Directors Remuneration Report which, following shareholder approval at the 2014 AGM, is effective from January 1, 2015, and will remain effective until the 2017 AGM, unless a further policy is proposed by the Company and approved by shareholders in the meantime.
EXECUTIVE DIRECTORS
EXECUTIVE DIRECTORS REMUNERATION POLICY TABLE | ||||||
Element | Purpose and link to strategy | Maximum opportunity | Operation and performance measurement | |||
Base salary and pensionable base salary | Rewards day-to-day leadership and strategic direction.
Competitively positioned recognising the scope and complexity of the role to attract and retain Executive Directors. |
As it is required to state a maximum base salary, we have set a maximum of €2,000,000, for both base salary and pensionable base salary, in the context of current peer group base salary levels. Within this limit, increases will be assessed annually based on suitable competitive pay positioning. | Base salary and pensionable base salary are reviewed annually with salary adjustments effective from January 1 each year. In making salary determinations, the Remuneration Committee (REMCO) will consider: n the market positioning of the Executive Directors compensation packages; n the different tenure and experience each Executive Director has in their role; n changes in the scope and responsibility of the Executive Directors role; n the planned average salary increase for other employees across three major countries the Netherlands, the UK and the USA; n the impact of salary increases on pension benefits and other elements of the package; and n Shells performance and the Executive Directors individual performance. | |||
Benefits | Provides market-competitive benefits in order to attract and retain international candidates for the Executive Director roles, enabling them to focus on delivering performance. | The maximum opportunity is the cost to the Company of providing the relevant benefit as specified in the relevant local or global Company policies. These costs can vary. | Benefits that Executive Directors typically receive include car allowances and transport to and from home and office, risk benefits (for example ill-health, disability or death-in-service), as well as employer contributions to insurance plans (such as medical). Precise benefits will depend on the Executive Directors specific circumstances such as nationality, country of residence, length of service, and family status. Mobility policies for relocation and childrens education may apply, as may tax equalisation related to expatriate employment prior to Board appointment, or in other limited circumstances to offset double taxation. REMCO may adjust the range and scope of the benefits offered in the context of developments in relevant countries.
In relation to the maximum opportunity, and by way of example, maximum relocation and tax equalisation settlement benefits will be the grossed-up cost of meeting the specific Executive Directors actual liability incurred as a result of appointment and any associated relocation, and will depend on a variety of factors such as length of service, salary increase on appointment and the tax regime in place at the time. |
GOVERNANCE
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DIRECTORS REMUNERATION POLICY |
EXECUTIVE DIRECTORS REMUNERATION POLICY TABLE (CONTINUED) | ||||||
Element | Purpose and link to strategy | Maximum opportunity | Operation and performance measurement | |||
Annual bonus and Deferred Bonus Plan (DBP) | Rewards performance against a scorecard of short-term strategic targets and individual achievement.
To reinforce alignment with shareholder interests, 50% is deferred and the other 50% is delivered in cash. The deferred bonus is released in the form of shares after a deferral period of three years, as well as dividend shares accrued over the deferral period. Apart from dividend shares, no additional DBP shares are awarded. |
Target levels (as a percentage of base salary): n Chief Executive Officer: 150% n Other Executive Directors: 120%
Maximum bonus (as a percentage of base salary): n Chief Executive Officer: 250% n Other Executive Directors: 240% |
n The bonus is determined by reference to performance from January 1 to December 31 each year. n Annual bonus = base salary x target bonus % x scorecard result (02); adjusted for individual performance with a 01.2 multiplier. n Taking the Shell Business Plan into consideration, each year the Board agrees the scorecard targets and weightings which support the delivery of the strategy. Measures are related to financial performance, operational excellence and sustainable development. Indicative weightings are 30%, 50% and 20% respectively. REMCO retains the ability to adjust performance measure targets and weightings year by year within the overall target and maximum payouts approved in the policy. Additionally, stretching individual targets are set. n Scorecard targets will be disclosed retrospectively, with the timing of any disclosure dependent on the commercial sensitivity of the target. n Individual performance is reflected by adjusting the bonus outcome. Upward adjustment is capped at 20% and subject to the overall maximum bonus cap. There is no limit to downward adjustment. n For the portion of the bonus deferred into shares, additional shares may be released representing the value of dividends payable on the vested shares, as if these had been owned from award date (dividend shares). n The annual bonus and DBP have malus and clawback provisions. n There are no prescribed thresholds or minimum levels of performance that equate to a prescribed payment under the policy and this structure can result in no bonus payment being made. | |||
Long-term Incentive Plan (LTIP) | Rewards medium- to long-term outperformance of the business relative to other oil majors on measures which are selected because they are seen as key outcomes of the delivery of the strategy. | Awards may be made up to a value of 400% of base salary.
Awards may vest at up to 200% of the shares originally awarded, plus dividends. |
n Award levels are determined annually by REMCO and are set within the maximum approved in the policy. n Awards may vest on the basis described in the notes below, between 0% and 200% of the initial award level depending on Shells performance against a comparator group. n Although it is possible for no LTIP shares to vest, on current measures and weightings, 16% of the initial LTIP award would vest if there was a positive vesting outcome in respect of the lowest-weighted measure. n Performance is assessed over a three-year period based on relative growth of the following: total shareholder return (TSR)(30%), earnings per share (EPS) on a current cost of supplies basis (30%), return on average capital employed (ROACE)(20%) and net cash from operating activities (20%). Each measure can vest independently, but if the TSR measure does not result in vesting, then the total vesting level will be capped at 50% of the maximum payout. n REMCO may adjust or change the LTIP measures, targets and weightings to ensure continued alignment with Shells strategy. n Additional shares are released representing the value of dividends payable on the vested shares, as if these had been owned from the award date. n Following payment of taxes, vested shares from LTIP awards must be held for a further two years to align with the strategic focus. n LTIP shares are subject to malus and clawback. |
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DIRECTORS REMUNERATION POLICY |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DIRECTORS REMUNERATION POLICY CONTINUED |
EXECUTIVE DIRECTORS REMUNERATION POLICY TABLE (CONTINUED) | ||||||
Element | Purpose and link to strategy | Maximum opportunity | Operation and performance measurement | |||
Pensions | Provides a competitive retirement provision in line with the individuals base country benefits policy, to attract and retain Executive Directors.
Pensions provide a stable income after Shell employment, allowing Executive Directors to focus on delivering performance. |
By reference to pensionable base salary, pension accrual and contribution rates and other pensionable elements, as determined by the rules of the base country pension plan of which the Executive Director is a member. | Executive Directors retirement benefits are maintained in their base country pension arrangements. Only base salary is pensionable, unless country plan regulations specify otherwise. The rules of the relevant plans detail the pension benefits which members can receive on retirement (including on ill-health), death or leaving service. REMCO retains the right to amend the form of any Executive Directors pension arrangements in response to changes in legislation, so as to ensure that the original objective of this element of remuneration is preserved.
Pensionable base salaries are reviewed annually. For Executive Directors employed outside of their base country, euro base salaries are translated into their home currencies for pension plan purposes. Once their salaries are denominated in base country currency, they are maintained in line with euro base salary increases taking into account exchange rate fluctuations and other factors as determined by REMCO. | |||
Shareholding | Aligns interests of Executive Directors with those of shareholders. | Shareholding (% of base salary): n Chief Executive Officer: 700% n Other Executive Directors: 400% |
Executive Directors are expected to build up their shareholding to the required level over a period of five years from appointment and, once reached, to maintain this level for the full period of their appointment. The intention is for the shareholding guideline to be reached through retention of vested shares from share plans. REMCO will monitor individual progress and retains the ability to adjust the guideline in special circumstances on an individual basis. |
GOVERNANCE
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DIRECTORS REMUNERATION POLICY |
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GOVERNANCE
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DIRECTORS REMUNERATION POLICY |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DIRECTORS REMUNERATION POLICY CONTINUED |
GOVERNANCE
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103
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DIRECTORS REMUNERATION POLICY |
NON-EXECUTIVE DIRECTORS
NON-EXECUTIVE DIRECTORS REMUNERATION POLICY TABLE |
Fee structure | Approach to setting fees | Other remuneration | ||
Non-executive Directors (NEDs) receive a fixed annual fee for their directorship. The size of the fee will differ based on the position on the Board: Chairman of the Board fee or standard Non-executive Director fee.
Additional annual fee(s) are payable to any director who serves as Senior Independent Director, a Board committee chairman, or a Board committee member.
A NED receives either a chairman or member fee for each committee. This means that a chairman of a committee does not receive both fees.
NEDs receive an additional fee of €5,000 for any Board meeting involving intercontinental travel except for one meeting a year held in a location other than The Hague. |
The Chairmans fee is determined by REMCO. The Board determines the fees payable to NEDs. The maximum aggregate annual fees will be within the limit specified by the Articles of Association and in accordance with the NEDs responsibilities and time commitments.
The Board reviews NED fees periodically to ensure that they are aligned with those of other major listed companies. |
Business expenses incurred in respect of the performance of their duties as a NED will be paid or reimbursed by Shell. Such expenses could include transport between home and office and occasional business-required spouse travel. Where required, the Chairman is offered Shell-provided accommodation in The Hague. REMCO has the discretion to offer other benefits to the Chairman as appropriate to his circumstances. Where business expenses or benefits create a personal tax liability to the director, Shell may cover the associated tax.
The Chairman and the other NEDs cannot receive awards under any incentive or performance-based remuneration plans, and personal loans or guarantees are not granted to them.
NEDs do not accrue any retirement benefits as a result of their non-executive directorships with Shell. |
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DIRECTORS REMUNERATION POLICY |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DIRECTORS REMUNERATION POLICY CONTINUED |
GOVERNANCE
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105
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
DIRECTORS REMUNERATION POLICY |
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FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF ROYAL DUTCH SHELL PLC |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
FINANCIAL STATEMENTS AND SUPPLEMENTS
INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF ROYAL DUTCH SHELL PLC |
REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
Our opinion
In our opinion, the Consolidated Financial Statements of Royal Dutch Shell plc (the Company) and its subsidiaries (collectively Shell):
n | give a true and fair view of the state of Shells affairs as at December 31, 2015, and of its income and cash flows for the year then ended; |
n | have been properly prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union; and |
n | have been prepared in accordance with the requirements of the Companies Act 2006 and Article 4 of the IAS Regulation. |
Separate opinion in relation to IFRS as issued by the International Accounting Standards Board (IASB)
As explained in Note 1 to the Consolidated Financial Statements, Shell, in addition to complying with its legal obligation to apply IFRS as adopted by the European Union, has also applied IFRS as issued by the IASB.
In our opinion, the Consolidated Financial Statements comply with IFRS as issued by the IASB.
What we have audited
The Consolidated Financial Statements, included within the Annual Report and Form 20-F (the Annual Report), comprise:
n | the Consolidated Statement of Income and Consolidated Statement of Comprehensive Income for the year ended December 31, 2015; |
n | the Consolidated Balance Sheet as at December 31, 2015; |
n | the Consolidated Statement of Changes in Equity for the year ended December 31, 2015; |
n | the Consolidated Statement of Cash Flows for the year ended December 31, 2015; and |
n | the Notes to the Consolidated Financial Statements, which include a summary of significant accounting policies and other explanatory information. |
Certain required disclosures have been presented elsewhere in the Annual Report rather than in the Consolidated Financial Statements. These are cross-referenced from the Consolidated Financial Statements and are identified as audited.
The financial reporting framework that has been applied in the preparation of the Consolidated Financial Statements is applicable law and IFRS as adopted by the European Union.
OVERVIEW | ||
Materiality | n We set the overall materiality level at $1,200 million (2014: $1,415 million), which represents 5% of income before taxation, adjusted for certain exceptional non-recurring items, averaged over a three-year period. By way of reference, this represents 0.8% of revenue, 0.6% of total assets, and 5.6% of net cash from operating activities. This overall materiality is allocated to local audit teams, such that significantly lower materiality levels are applied when performing work at the reporting units. | |
Scoping |
n The scope of our audit is designed to ensure that we perform enough work to be able to give an opinion on the Consolidated Financial Statements as a whole. We perform work both at the consolidated level and the local reporting unit level. | |
n The following charts illustrate the relative proportion of work performed locally at the reporting units and at the consolidated level, for revenue and total assets: | ||
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n Our audit considers 100% of revenue and total assets. Procedures performed on local reporting units, which cover 67% of revenue and 71% of total assets, are complemented by work performed at the consolidated level. | ||
n The consolidated level procedures include: analytical review; tests of financial systems; processes and controls at the Shell business service centres which are pervasive to the Consolidated Financial Statements and testing of specific transactions and balances. |
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OVERVIEW (CONTINUED) | ||
Areas of focus |
n Recoverability of the carrying amount of Upstream assets | |
n BG acquisition cash flow hedge accounting | ||
n Estimation of decommissioning and restoration provisions | ||
n Recognition of deferred tax assets and estimation in respect of uncertain tax positions | ||
n Accounting for disposals | ||
n Accuracy of the recognition of unrealised trading revenue | ||
Changes from prior years |
n Our overall materiality level is 15% lower than in 2014 and 28% lower than in 2013. The benchmark used for determining our materiality has been revised to reflect the commodity price environment in 2015, as explained further below. | |
n In a period of more robust margins for the refining business, we have lowered our assessment of the risk related to the recoverability of the carrying amount of Downstream assets. We have, however, continued to test managements impairment trigger assessment process. | ||
n The allocation of the purchase price in respect of the Repsol acquisition related to a 2014 transaction and, therefore, no longer remained an area of focus in 2015. |
OUR AUDIT APPROACH
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (ISAs (UK and Ireland)).
We designed our audit by determining materiality and assessing the risks of material misstatement in the Consolidated Financial Statements. In particular, we looked at where the Directors made subjective judgements that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.
MATERIALITY
We set certain quantitative thresholds for materiality which, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures, and in evaluating the effect of misstatements, both individually and on the Consolidated Financial Statements as a whole.
Based on our judgement, we determined materiality for the Consolidated Financial Statements as a whole as follows:
MATERIALITY | ||
Overall materiality | $1,200 million (2014: $1,415 million; 2013: $1,675 million). | |
How we determined it for 2015 | 5% of the three-year average income before taxation, adjusted for certain exceptional non-recurring items. | |
Rationale for benchmark applied and explanation for change in benchmark used |
Each year, we are required to make a judgement with regard to materiality taking into account the levels of activity in the business and the associated financial performance. While the underlying business and level of operating activities across Shell, including production volumes and transactions processed, are broadly consistent with prior years, Shells income before taxation has been materially impacted both by the reduction in oil and gas prices and the significant asset impairments and other charges. | |
Auditing standards specifically acknowledge that an alternative approach to determining materiality may be more appropriate where revenue and income are volatile and not representative of underlying or sustained business performance. | ||
Given the source of volatility in Shells results is a combination of the effects of the reduced oil and gas prices and exceptional impairments and other charges in the period, we have considered other approaches to establishing materiality and, as a result, an alternative basis has been used in 2015. | ||
We determined that our materiality should be based on an average of income before taxation for 2013, 2014 and 2015, excluding certain exceptional, non-recurring items. This is consistent with the approach adopted for many large, international groups and moderates the effect of the current lower oil and gas prices. Similarly, in prior years when oil and gas prices were rising, we also limited the impact of the higher prices on our materiality level. | ||
In identifying items to be excluded, we reviewed all identified items reported by Shell in its quarterly earnings releases, considering the magnitude and nature of the items and the impact they have on the underlying business activities. On that basis, we excluded the following items from the 2015 income before taxation amount used in our determination of materiality (there were no equivalent items in 2014 or 2013): | ||
1) Impairment and onerous contract provisions relating to the exit from Alaska: $4.0 billion; and | ||
2) Impairment and provisions relating to the termination of the Carmon Creek project: $2.8 billion. | ||
We consider these to be exceptional and non-recurring in nature. We did not adjust for impairment charges taken for other reasons, in particular the reduction in Shells long-term price outlook (discussed further in the areas of focus section), as these are not considered to be highly unusual. We did not identify any positive items that would be considered equivalent in nature and magnitude. | ||
We also note that all exceptional items, including impairments, are subject to specific audit procedures with a materiality level well below overall materiality. |
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MATERIALITY (CONTINUED) | ||
Reporting unit materiality | Materiality is either allocated as a proportion of the overall materiality, or determined in the context of local reporting requirements, generally local statutory accounts. In all cases the allocated or locally determined reporting unit materiality is significantly less than the overall materiality and in the range of $30 million to $230 million for operating units. |
Consistent with previous periods, we agreed with the Audit Committee that we would report to them misstatements identified during our audit above $75 million (2014: $75 million; 2013: $75 million) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
DETERMINING THE SCOPE OF OUR AUDIT WORK
The scope of our audit is designed to ensure that we perform enough work to be able to give an opinion on the Consolidated Financial Statements as a whole, taking into account the structure of Shell, the financial reporting systems, processes and controls, and the industry in which it operates.
The Consolidated Financial Statements include Shells operating businesses and centralised functions. During the year ended December 31, 2015, these have been reported through three segments: Upstream, Downstream and Corporate.
In establishing the scope of our audit work, we determined the nature and extent of work to be performed both at the reporting units and at the consolidated level. Where the work is performed by the local reporting unit auditors, we perform consolidated level oversight and review procedures to ensure sufficient evidence has been obtained to support our opinion on the Consolidated Financial Statements taken as a whole. All local reporting unit audits are undertaken by PwC network firms.
Our approach to determining the scope of the audit of Shell is a three-step process whereby reporting units are deemed to be within scope for audit testing based on meeting one or more of the following criteria:
1) | Significant contribution, greater than 15%, to income before taxation, revenue or total assets. These reporting units are subject to full scope audits; |
2) | The presence of a significant risk, either at the reporting unit as a whole or relating to a specific financial statement line item. This includes financial statement line items impacted by the risks of material misstatement identified in our planning and reported on in our areas of focus below; or |
3) | The most significant other reporting units that enable us to satisfy our coverage criteria on each financial statement line item and to add elements of unpredictability in our scope. |
Based on this process, we identified 42 reporting units in nine countries that, in our view, required a full scope audit due to their size or risk characteristics. An additional 39 reporting units in a further eight countries were identified for directed audit procedures over specific financial statement line items. Together, these reporting units accounted for 67% of revenue and 71% of total assets.
As a result of its structure and size, Shell also has a large number of small reporting units that are individually immaterial but, in aggregate, make up a material portion of its income before taxation, revenue and total assets. These are covered by the work that we perform at the consolidated level, which includes three main components:
1) | Overall analytical review procedures: A significant proportion of the remaining reporting units not selected for local procedures were subject to analysis of year-on-year movements at the consolidated level, with a focus on higher risk balances and unusual movements. Those not subject to overall analytical review procedures were individually, and in the aggregate, immaterial. |
2) | Tests of financial systems, processes and controls: We test pervasive controls applied at the consolidated level. Additionally, Shell has five business service centres, with responsibility for processing transactions and operating the controls over those transactions. Our audit work, in which we test the design and operating effectiveness of systems and controls at these locations is led, on a global basis, by our group audit team. The testing of these pervasive controls, systems and transaction specific controls also covers many locations not included in group audit scope, and provides evidence on the control environment. The results from this testing are reviewed throughout the year and considered in our continuous update of group audit scope. |
3) | Testing of specific transactions: In addition, at the consolidated level we performed specific transaction testing, including on impairments, acquisitions and disposals. |
The Senior Statutory Auditor and other group audit partners visited 10 locations in 2015: Germany; the Netherlands; Nigeria; United Arab Emirates; and the USA (six times); and each of Shells five business service centres (Chennai, Glasgow, Krakow, Kuala Lumpur, and Manila). During these visits members of the group audit team met with local management and reporting unit auditors. Members of the group audit team also performed on-site reviews of audit working papers for certain locations including the USA and hosted a planning workshop in November 2015 for audit partners responsible for key reporting units. The onsite visits and planning workshop were further supplemented by ongoing communications between the Senior Statutory Auditor and reporting unit team members including, but not limited to, specific meetings to review audit plans and interim testing results.
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OUR AREAS OF FOCUS
The risks of material misstatement that had the greatest effect on our audit, including the allocation of our resources and effort, are identified as areas of focus in the table below. We have also set out how we tailored our audit to address these specific areas in order to provide an opinion on the Consolidated Financial Statements as a whole, and any comments we make on the results of our procedures should be read in this context. This is not a complete list of all risks identified by our audit.
OUR AREAS OF FOCUS |
Area of focus | How our audit addressed the area of focus | |
Recoverability of the carrying amount of Upstream assets During 2015, the spot price of Brent crude oil has remained low, averaging $52/b (2014: $99/b). Similarly the spot price for Henry Hub gas averaged $2.6/mmbtu (2014: $4.3/mmbtu). The carrying amount of property, plant and equipment at December 31, 2015, was $183 billion.
The recoverability of the carrying amount of Upstream assets is dependent upon the future cash flows of the business. Bearing in mind the generally long-lived nature of Shells assets, the most critical assumption is managements view on the long-term oil and gas price outlook, beyond the next three to four years.
During the third quarter of 2015, management concluded that a downward revision was required to Shells long-term price outlook for both oil and gas. Additional impairment triggers were also identified as a result of strategic decisions made by management, notably the exit from Alaska and the termination of the Carmon Creek project in Canada.
The exit from Alaska and termination of the Carmon Creek project also triggered the review of all related contracts and arrangements which represent continuing obligations for which there is no longer an associated benefit.
The update to the price outlook in the third quarter and these strategic decisions triggered impairment testing for assets in Australia, Brazil, Brunei, Canada, Ireland, Russia, the UK and the USA. This testing was performed by management for the relevant cash generating units (CGUs) during the third quarter.
During the fourth quarter, management also analysed certain assets for sensitivity to short-term price moments. The impairment testing in both the third and fourth quarters showed the fair value of the respective assets to be lower than the carrying amount, resulting in the impairment charges disclosed in Note 8 to the Consolidated Financial Statements. |
We first considered the appropriateness of managements defined cash-generating units (CGUs) within the Upstream business. We were satisfied that there are no factors requiring management to change their classification since the prior reporting period. We also tested managements process for identifying CGUs that required impairment testing in line with IFRS and determined that all assets requiring impairment testing were identified.
We assessed managements macroeconomic assumptions, which include both short-term and long-term views on commodity prices, inflation rates and discount rates. The price assumptions underlying managements impairment testing models represent a critical judgement in the process. We compared the short-term price assumptions used by management to the market forward curves. We also compared the short and long-term assumptions to views published by brokers, economists, consultancies and respected industry bodies such as the International Energy Agency, which provided a range of relevant third-party data points.
Our analysis of third-party data sources with regard to the long-term price outlook for oil and gas confirmed that managements revised assumptions at September 30, 2015, were within the range expressed by third-party sources. This position remained unchanged at December 31, 2015.
We performed detailed procedures for the assets where the need for an impairment review was identified by management. For those assets expected to be retained in the portfolio, we checked the reasonableness of key assumptions relating to the ongoing operation of the asset, including price, cost and reserves data. We also confirmed the mathematical accuracy of the value-in-use model prepared by management, and agreed the reserves incorporated into the model to the estimates prepared by reservoir engineers. We assessed the reasonableness of the probability weightings assigned to potential valuation scenarios, along with the associated risk adjustments required under IFRS. Based on our work, we are satisfied with the accuracy and completeness of the impairment provisions recognised.
We evaluated managements short-term price sensitivity analyses performed in response to the movement in fourth quarter prices. We have completed independent sensitivity analyses on certain additional inputs to assess the variances that may reasonably arise. |
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OUR AREAS OF FOCUS (CONTINUED) |
Area of focus | How our audit addressed the area of focus | |
Recoverability of the carrying amount of Upstream assets (continued) | Specifically in relation to the exit from Alaska and termination of the Carmon Creek project, we performed the following procedures:
n We test managements controls in relation to the capitalisation and allocation of costs to projects annually. We agreed the total charge recognised to the carrying amount at the date of termination; n We assessed the adequacy of managements process relating to the review of the supply and service contracts associated with the projects. We are satisfied that provisions for termination or fulfilment of these contracts are appropriate; and n We tested the current decommissioning and restoration models, including the timing of the expected cash flows, to ensure compliance with legal requirements, along with the updated cost, inflation and discount rate assumptions. We are satisfied that these are appropriate. | |
BG acquisition cash flow hedge accounting In the course of 2015, Shell purchased sterling cash and forward contracts to hedge the exchange rate exposure of the cash element of the BG acquisition. Management has chosen to apply cash flow hedge accounting using the sterling cash and forward contracts as the hedging instruments. In order to apply hedge accounting, management are required to demonstrate that the BG acquisition is considered to be a highly probable transaction, that the hedges are highly effective and maintain appropriate hedge documentation. Management judgement is required to make the assessment of highly probable as defined by IFRS.
The impact of this specific hedge accounting programme is disclosed in Note 19 to the Consolidated Financial Statements, specifically the deferral of $537 million of hedging losses in other comprehensive income at December 31, 2015, until the transaction completed in 2016. At that time the hedging losses were included as a component of consideration (Note 29). |
Our audit procedures focussed on the assessment of whether the BG acquisition was considered a highly probable transaction at the date the first hedging relationships were designated. This included an analysis of the likelihood of regulatory and shareholder approvals being obtained and managements ability to take the actions required to fund and complete the transaction. We have also assessed whether the cash and forward contracts designated as hedging relationships met the criteria for hedging instruments and confirmed the appropriateness of managements hedge documentation.
We are satisfied that all criteria to apply hedge accounting had been met on the date of the initial hedge designation and continued to be met through December 31, 2015.
Managements assessment of highly probable has been confirmed following the deal completion on February 15, 2016. | |
Estimation of decommissioning and restoration provisions Provisions associated with decommissioning and restoration are disclosed in Note 18 to the Consolidated Financial Statements; a description of the accounting policy and key judgements and estimates is included in Note 2.
The calculation of decommissioning and restoration provisions requires significant management judgement because of the inherent complexity in estimating future costs. The decommissioning of offshore infrastructure is a relatively immature activity and consequently there is limited historical precedent against which to benchmark estimates of future costs. These factors increase the complexity involved in determining accurate accounting provisions that are material to Shells balance sheet.
Management reviews decommissioning and restoration provisions on an annual basis. This review incorporates the effects of any changes in local regulations, managements expected approach to decommissioning, cost estimates, discount rates, and the effects of changes in exchange rates. |
We critically assessed managements annual review of provisions recorded. In particular, we focused on those assets where changes to the cost estimate directly impact the income statement rather than being recognised as an asset. Testing involved understanding the mandatory or constructive obligations with respect to the decommissioning of each asset based on the contractual arrangements and relevant local regulation to validate the appropriateness of the cost estimate. As part of our testing we considered the competence and objectivity of the experts who produced the cost estimates.
Of particular note, we performed procedures on the decommissioning and restoration provisions for Alaska and Carmon Creek, as described in the recoverability of the carrying amount of Upstream assets section above, along with the Brent provision in the UK given its relative size and field maturity.
Our procedures confirmed that managements estimate of future decommissioning and restoration costs are appropriate. |
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OUR AREAS OF FOCUS (CONTINUED) |
Area of focus | How our audit addressed the area of focus | |
Recognition of deferred tax assets and estimation in respect of uncertain tax positions Where deferred tax assets arise, management judgement is required to assess the recoverability of the balance, in particular by reference to forecast future taxable income. The periods over which the deferred tax assets are expected to be recovered can be extensive.
Management is required to exercise considerable judgement when determining the appropriate amount to provide in respect of uncertain tax positions, which are generally associated with acquisitions, disposals and other activities in countries where the tax regime is uncertain, immature or changing. |
In our consideration of deferred tax balances, we have challenged management over the recoverability of their deferred tax asset balances, particularly in light of the depressed oil and gas price environment, and the downward revision of the long-term price outlook, as described in the recoverability of the carrying amount of Upstream assets section of this report. We have found that support for the recognition of these deferred tax assets was consistent with the long-term business plans used by management to manage and monitor the performance of the business.
We performed detailed testing over the tax positions in the significant tax jurisdictions in which Shell has operations, including utilising PwCs local tax expertise. Procedures included testing the rates applied to calculate provisions and deferred tax balances, and ensuring the correct taxation treatment for the significant impairments that have been recognised in 2015. We have also completed a probability assessment of the potential outcomes where uncertain tax positions exist, based on communications received from the relevant tax authorities and applying our local knowledge and experience. | |
Accounting for disposals Shell generated proceeds of $5 billion from disposals during the year; a description of the accounting policy is included in Note 2.
Disposals trigger the review of all associated agreements, including leases, for which there may be potential future obligations or contingent liabilities. Disposals included the sale of the LPG business in France, the partial disposal of an office building in London, Shells interest in certain oil mining leases and a pipeline in Nigeria Upstream, and the Norwegian Downstream business. |
During the year we tested those disposals which had a substantial balance sheet, income statement or cash flow impact. We assessed in detail the contract for sale of those assets in France, Nigeria and Norway. We have also considered the gains recognised on the sale of these assets, and are satisfied that the disposal has been correctly recorded.
We have compared the sale contract and subsequent lease of the London office building with the accounting treatment used by management, and concurred with managements view that this represented a sale and lease back transaction and that the lease back to Shell should be accounted for as an operating lease. | |
Accuracy of the recognition of unrealised trading revenue Unrealised revenue arises on Shells trading activities because of the requirement under IFRS to fair value derivative contracts. These contracts principally relate to commodity supply arrangements with derivatives embedded in the contractual terms.
Management are required to exercise judgement in valuing these derivative contracts, particularly where the life of the contract is beyond the liquid market period requiring bespoke models and giving rise to a risk of material misstatement. Particular focus has been placed on the valuation of derivative contracts at the balance sheet date. |
We assessed the overall commodity trading process, including internal risk management procedures and the system and controls around origination and maintenance of complete and accurate information relating to derivative contracts. We found the controls in place to be operating effectively and therefore placed reliance on these in our testing. | |
In addition, we tested the valuation of derivative contracts at December 31, 2015, which require the use of valuation models. Our audit procedures focused on the integrity of these valuation models and the incorporation of the contract terms and the key assumptions, including future price assumptions and discount rates, in the models. Our testing confirmed that models used to value contracts are appropriate for the purposes of the valuations. |
GOING CONCERN
As noted in the Directors statement, the Directors have concluded that it is appropriate to adopt the going-concern basis in preparing the Consolidated Financial Statements. The going-concern basis presumes that Shell has adequate resources to remain in operation, and that the Directors intend it to do so, for at least one year from the date the Consolidated Financial Statements were signed. As part of our audit, we have concluded that the Directors use of the going-concern basis is appropriate.
Under the Listing Rules, we are required to review the Directors statement, set out on page 67, in relation to going concern. We have nothing to report having performed our review.
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Under ISAs (UK & Ireland) we are also required to report to you if we have anything material to add or to draw attention to in relation to the Directors statement about whether they considered it appropriate to adopt the going concern basis in preparing the financial statements. We have nothing material to add or to draw attention to.
However, because not all future events or conditions can be predicted, these going concern statements are not a guarantee as to Shells ability to continue as a going concern.
OTHER REQUIRED REPORTING
Consistency of other information
COMPANIES ACT 2006 OPINION
In our opinion, the information given in the Strategic Report and the Directors Report for the financial year for which the Consolidated Financial Statements are prepared is consistent with the Consolidated Financial Statements.
ISAs (UK & IRELAND) REPORTING | ||
Under ISAs (UK & Ireland) we are required to report to you if, in our opinion: | ||
n information in the Annual Report is: |
We have no exceptions to report. | |
n materially inconsistent with the information in the audited Consolidated Financial Statements; or |
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n apparently materially incorrect based on, or materially inconsistent with, our knowledge of Shell acquired in the course of performing our audit; or |
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n otherwise misleading. |
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n the statement given by the Directors on page 67, in accordance with provision C.1.1 of the UK Corporate Governance Code (the Code), that they consider the Annual Report including the financial statements taken as a whole, to be fair, balanced and understandable and provides the information necessary for members to assess Shells position and performance, business model and strategy, is materially inconsistent with our knowledge of Shell acquired in the course of performing our audit. |
We have no exceptions to report. | |
n the section of the Annual Report on pages 83-85, as required by provision C.3.8 of the Code, describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee. |
We have no exceptions to report. |
The Directors assessment of the prospects of Shell and of the principal risks that would threaten the solvency or liquidity of Shell
Under ISAs (UK & Ireland) we are required to report to you if we have anything material to add or to draw attention to in relation to: | ||
n the Directors confirmation in the Annual Report, in accordance with provision C.2.1 of the Code, that they have carried out a robust assessment of the principal risks facing Shell, including those that would threaten its business model, future performance, solvency or liquidity. |
We have nothing material to add or to draw attention to. | |
n the disclosures in the Annual Report that describe those risks and explain how they are being managed or mitigated. |
We have nothing material to add or to draw attention to. | |
n the Directors explanation in the Annual Report, in accordance with provision C.2.2 of the Code, as to how they have assessed the prospects of Shell, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that Shell will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. |
We have nothing material to add or to draw attention to. | |
Under the Listing Rules we are required to review the Directors statement that they have carried out a robust assessment of the principal risks facing Shell and the Directors statement in relation to the longer-term viability of Shell, set out on page 67. Our review was substantially less in scope than an audit and only consisted of making inquiries and considering the Directors process supporting their statements; checking that the statements are in alignment with the relevant provisions of the Code; and considering whether the statements are consistent with the knowledge acquired by us in the course of performing our audit. We have nothing to report having performed our review. |
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Adequacy of information and explanations received
Under the Companies Act 2006 we are required to report to you if, in our opinion, we have not received all the information and explanations we require for our audit. We have no exceptions to report arising from this responsibility.
Directors remuneration
Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of Directors remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.
Corporate governance statement
Under the Listing Rules we are required to review the part of the corporate governance statement relating to 10 further provisions of the Code. We have nothing to report having performed our review.
RESPONSIBILITIES FOR THE CONSOLIDATED FINANCIAL STATEMENTS AND THE AUDIT
Our responsibilities and those of the Directors
As explained more fully in the Directors responsibilities in respect of the preparation of the annual report and accounts set out on page 66, the Directors are responsible for the preparation of the Consolidated Financial Statements and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the Consolidated Financial Statements in accordance with applicable law and ISAs (UK and Ireland). Those standards require us to comply with the Auditing Practices Boards Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the Companys members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
What an audit of Consolidated Financial Statements involves
An audit involves obtaining evidence about the amounts and disclosures in the Consolidated Financial Statements sufficient to give reasonable assurance that the Consolidated Financial Statements are free from material misstatement, whether caused by fraud or error.
This includes an assessment of:
n | whether the accounting policies are appropriate to Shells circumstances and have been consistently applied and adequately disclosed; |
n | the reasonableness of significant accounting estimates made by the Directors; and |
n | the overall presentation of the Consolidated Financial Statements. |
We primarily focus our work in these areas by assessing the Directors judgements against available evidence, forming our own judgements, and evaluating the disclosures in the Consolidated Financial Statements.
We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.
In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited Consolidated Financial Statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
OTHER MATTER
We have reported separately on the Parent Company Financial Statements of Royal Dutch Shell plc for the year ended December 31, 2015, and on the information in the Directors Remuneration Report that is described as having been audited.
Ross Hunter (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London, United Kingdom
March 9, 2016
Note that the report set out above is included for the purposes of Royal Dutch Shell plcs Annual Report and Accounts for 2015 only and does not form part of Royal Dutch Shell plcs Annual Report on Form 20-F for 2015.
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$ MILLION |
NOTES | 2015 | 2014 | 2013 | |||||||||||||
Revenue | 4 | 264,960 | 421,105 | 451,235 | ||||||||||||
Share of profit of joint ventures and associates | 9 | 3,527 | 6,116 | 7,275 | ||||||||||||
Interest and other income | 5 | 3,669 | 4,123 | 1,089 | ||||||||||||
Total revenue and other income | 272,156 | 431,344 | 459,599 | |||||||||||||
Purchases | 194,644 | 327,278 | 353,199 | |||||||||||||
Production and manufacturing expenses | 28,095 | 30,038 | 28,386 | |||||||||||||
Selling, distribution and administrative expenses | 11,956 | 13,965 | 14,675 | |||||||||||||
Research and development | 1,093 | 1,222 | 1,318 | |||||||||||||
Exploration | 5,719 | 4,224 | 5,278 | |||||||||||||
Depreciation, depletion and amortisation | 4 | 26,714 | 24,499 | 21,509 | ||||||||||||
Interest expense | 6 | 1,888 | 1,804 | 1,642 | ||||||||||||
Total expenditure | 270,109 | 403,030 | 426,007 | |||||||||||||
Income before taxation | 2,047 | 28,314 | 33,592 | |||||||||||||
Taxation (credit)/charge | 16 | (153 | ) | 13,584 | 17,066 | |||||||||||
Income for the period | 4 | 2,200 | 14,730 | 16,526 | ||||||||||||
Income/(loss) attributable to non-controlling interest | 261 | (144 | ) | 155 | ||||||||||||
Income attributable to Royal Dutch Shell plc shareholders | 1,939 | 14,874 | 16,371 | |||||||||||||
Basic earnings per share ($) | 24 | 0.31 | 2.36 | 2.60 | ||||||||||||
Diluted earnings per share ($) | 24 | 0.30 | 2.36 | 2.60 |
$ MILLION |
NOTES | 2015 | 2014 | 2013 | |||||||||||||
Income for the period | 2,200 | 14,730 | 16,526 | |||||||||||||
Other comprehensive income, net of tax | 22 | |||||||||||||||
Items that may be reclassified to income in later periods: |
||||||||||||||||
Currency translation differences |
(7,121 | ) | (5,321 | ) | (1,938 | ) | ||||||||||
Unrealised losses on securities |
(707 | ) | (797 | ) | (166 | ) | ||||||||||
Cash flow hedging gains |
61 | 528 | 178 | |||||||||||||
Share of other comprehensive loss of joint ventures and associates |
9 | (40 | ) | (156 | ) | (167 | ) | |||||||||
Total |
(7,807 | ) | (5,746 | ) | (2,093 | ) | ||||||||||
Items that are not reclassified to income in later periods: |
||||||||||||||||
Retirement benefits remeasurements |
4,951 | (6,482 | ) | 3,833 | ||||||||||||
Other comprehensive (loss)/income for the period | (2,856 | ) | (12,228 | ) | 1,740 | |||||||||||
Comprehensive (loss)/income for the period | (656 | ) | 2,502 | 18,266 | ||||||||||||
Comprehensive income/(loss) attributable to non-controlling interest | 155 | (190 | ) | 23 | ||||||||||||
Comprehensive (loss)/income attributable to Royal Dutch Shell plc shareholders | (811 | ) | 2,692 | 18,243 |
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
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CONSOLIDATED FINANCIAL STATEMENTS |
$ MILLION |
NOTES | Dec 31, 2015 | Dec 31, 2014 | ||||||||||
Assets | ||||||||||||
Non-current assets | ||||||||||||
Intangible assets | 7 | 6,283 | 7,076 | |||||||||
Property, plant and equipment | 8 | 182,838 | 192,472 | |||||||||
Joint ventures and associates | 9 | 30,150 | 31,558 | |||||||||
Investments in securities | 10 | 3,416 | 4,115 | |||||||||
Deferred tax | 16 | 11,033 | 8,131 | |||||||||
Retirement benefits | 17 | 4,362 | 1,682 | |||||||||
Trade and other receivables | 11 | 8,717 | 8,304 | |||||||||
246,799 | 253,338 | |||||||||||
Current assets | ||||||||||||
Inventories | 12 | 15,822 | 19,701 | |||||||||
Trade and other receivables | 11 | 45,784 | 58,470 | |||||||||
Cash and cash equivalents | 13 | 31,752 | 21,607 | |||||||||
93,358 | 99,778 | |||||||||||
Total assets | 340,157 | 353,116 | ||||||||||
Liabilities | ||||||||||||
Non-current liabilities | ||||||||||||
Debt | 14 | 52,849 | 38,332 | |||||||||
Trade and other payables | 15 | 4,528 | 3,582 | |||||||||
Deferred tax | 16 | 8,976 | 12,052 | |||||||||
Retirement benefits | 17 | 12,587 | 16,318 | |||||||||
Decommissioning and other provisions | 18 | 26,148 | 23,834 | |||||||||
105,088 | 94,118 | |||||||||||
Current liabilities | ||||||||||||
Debt | 14 | 5,530 | 7,208 | |||||||||
Trade and other payables | 15 | 52,770 | 64,864 | |||||||||
Taxes payable | 16 | 8,233 | 9,797 | |||||||||
Retirement benefits | 17 | 350 | 377 | |||||||||
Decommissioning and other provisions | 18 | 4,065 | 3,966 | |||||||||
70,948 | 86,212 | |||||||||||
Total liabilities | 176,036 | 180,330 | ||||||||||
Equity | ||||||||||||
Share capital | 20 | 546 | 540 | |||||||||
Shares held in trust | 21 | (584 | ) | (1,190 | ) | |||||||
Other reserves | 22 | (17,186 | ) | (14,365 | ) | |||||||
Retained earnings | 180,100 | 186,981 | ||||||||||
Equity attributable to Royal Dutch Shell plc shareholders | 162,876 | 171,966 | ||||||||||
Non-controlling interest | 1,245 | 820 | ||||||||||
Total equity | 164,121 | 172,786 | ||||||||||
Total liabilities and equity | 340,157 | 353,116 |
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CONSOLIDATED FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
$ MILLION |
Equity attributable to Royal Dutch Shell plc shareholders | ||||||||||||||||||||||||||||
|
Share capital (see Note 20) |
|
|
Shares held in trust (see Note 21) |
|
|
Other reserves (see Note 22) |
|
|
Retained earnings |
|
Total |
|
Non- controlling interest |
|
|
Total equity |
| ||||||||||
At January 1, 2015 | 540 | (1,190 | ) | (14,365 | ) | 186,981 | 171,966 | 820 | 172,786 | |||||||||||||||||||
Comprehensive (loss)/income for the period | | | (2,750 | ) | 1,939 | (811 | ) | 155 | (656 | ) | ||||||||||||||||||
Dividends paid (see Note 23) | | | | (11,972 | ) | (11,972 | ) | (117 | ) | (12,089 | ) | |||||||||||||||||
Scrip dividends (see Note 23) | 7 | | (7 | ) | 2,602 | 2,602 | | 2,602 | ||||||||||||||||||||
Repurchases of shares | (1 | ) | | 1 | 1 | 1 | | 1 | ||||||||||||||||||||
Shares held in trust: net sales and dividends received |
| 606 | | 70 | 676 | | 676 | |||||||||||||||||||||
Capital contributions from, and other changes in, non-controlling interest [A] |
| | | 501 | 501 | 387 | 888 | |||||||||||||||||||||
Share-based compensation | | | (65 | ) | (22 | ) | (87 | ) | | (87 | ) | |||||||||||||||||
At December 31, 2015 | 546 | (584 | ) | (17,186 | ) | 180,100 | 162,876 | 1,245 | 164,121 | |||||||||||||||||||
At January 1, 2014 | 542 | (1,932 | ) | (2,037 | ) | 183,474 | 180,047 | 1,101 | 181,148 | |||||||||||||||||||
Comprehensive income for the period | | | (12,182 | ) | 14,874 | 2,692 | (190 | ) | 2,502 | |||||||||||||||||||
Dividends paid (see Note 23) | | | | (11,843 | ) | (11,843 | ) | (116 | ) | (11,959 | ) | |||||||||||||||||
Scrip dividends (see Note 23) | 6 | | (6 | ) | 2,399 | 2,399 | | 2,399 | ||||||||||||||||||||
Repurchases of shares | (8 | ) | | 8 | (2,787 | ) | (2,787 | ) | | (2,787 | ) | |||||||||||||||||
Shares held in trust: net sales and dividends received |
| 742 | | 107 | 849 | | 849 | |||||||||||||||||||||
Capital contributions from, and other changes in, non-controlling interest [A] |
| | | 727 | 727 | 25 | 752 | |||||||||||||||||||||
Share-based compensation | | | (148 | ) | 30 | (118 | ) | | (118 | ) | ||||||||||||||||||
At December 31, 2014 | 540 | (1,190 | ) | (14,365 | ) | 186,981 | 171,966 | 820 | 172,786 | |||||||||||||||||||
At January 1, 2013 | 542 | (2,287 | ) | (3,752 | ) | 180,246 | 174,749 | 1,433 | 176,182 | |||||||||||||||||||
Comprehensive income for the period | | | 1,872 | 16,371 | 18,243 | 23 | 18,266 | |||||||||||||||||||||
Dividends paid (see Note 23) | | | | (11,338 | ) | (11,338 | ) | (252 | ) | (11,590 | ) | |||||||||||||||||
Scrip dividends (see Note 23) | 12 | | (12 | ) | 4,140 | 4,140 | | 4,140 | ||||||||||||||||||||
Repurchases of shares | (12 | ) | | 12 | (5,757 | ) | (5,757 | ) | | (5,757 | ) | |||||||||||||||||
Shares held in trust: net sales and dividends received |
| 355 | | 126 | 481 | | 481 | |||||||||||||||||||||
Capital contributions from, and other changes in, non-controlling interest |
| | | 18 | 18 | (103 | ) | (85 | ) | |||||||||||||||||||
Share-based compensation | | | (157 | ) | (332 | ) | (489 | ) | | (489 | ) | |||||||||||||||||
At December 31, 2013 | 542 | (1,932 | ) | (2,037 | ) | 183,474 | 180,047 | 1,101 | 181,148 |
[A] Mainly relates to public offerings of limited partner units in Shell Midstream Partners, L.P. The difference between the proceeds after tax and the increase in non-controlling interest, measured by reference to the carrying amount of the entitys net assets at the date of the transaction, was recognised in retained earnings.
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
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CONSOLIDATED FINANCIAL STATEMENTS |
$ MILLION |
NOTES | 2015 | 2014 | 2013 | |||||||||||||
Cash flow from operating activities | ||||||||||||||||
Income for the period | 2,200 | 14,730 | 16,526 | |||||||||||||
Adjustment for: | ||||||||||||||||
Current tax |
7,058 | 13,757 | 18,582 | |||||||||||||
Interest expense (net) |
1,529 | 1,598 | 1,448 | |||||||||||||
Depreciation, depletion and amortisation |
26,714 | 24,499 | 21,509 | |||||||||||||
Net gains on sale of non-current assets and businesses |
(3,460 | ) | (3,212 | ) | (382 | ) | ||||||||||
Decrease in inventories |
2,827 | 7,958 | 608 | |||||||||||||
Decrease/(increase) in current receivables |
9,852 | (1,541 | ) | 5,648 | ||||||||||||
Decrease in current payables |
(7,158 | ) | (12 | ) | (3,268 | ) | ||||||||||
Share of profit of joint ventures and associates |
(3,527 | ) | (6,116 | ) | (7,275 | ) | ||||||||||
Dividends received from joint ventures and associates |
4,627 | 6,902 | 7,117 | |||||||||||||
Deferred tax, retirement benefits, decommissioning and other provisions |
(5,827 | ) | (1,720 | ) | (2,701 | ) | ||||||||||
Other |
2,648 | 2,500 | 2,937 | |||||||||||||
Net cash from operating activities (pre-tax) | 37,483 | 59,343 | 60,749 | |||||||||||||
Tax paid | (7,673 | ) | (14,299 | ) | (20,309 | ) | ||||||||||
Net cash from operating activities | 29,810 | 45,044 | 40,440 | |||||||||||||
Cash flow from investing activities | ||||||||||||||||
Capital expenditure [A] | (26,131 | ) | (31,676 | )[B] | (39,975 | )[B] | ||||||||||
Investments in joint ventures and associates | (896 | ) | (1,426 | ) | (1,538 | ) | ||||||||||
Proceeds from sale of property, plant and equipment and businesses | 4,720 | 9,873 | 1,212 | |||||||||||||
Proceeds from sale of joint ventures and associates | 276 | 4,163 | 538 | |||||||||||||
Interest received | 288 | 174 | 175 | |||||||||||||
Other [A] | (664 | ) | (765 | ) | (558 | ) | ||||||||||
Net cash used in investing activities | (22,407 | ) | (19,657 | ) | (40,146 | ) | ||||||||||
Cash flow from financing activities | ||||||||||||||||
Net (decrease)/increase in debt with maturity period within three months | (586 | ) | (3,332 | ) | 3,126 | |||||||||||
Other debt: | ||||||||||||||||
New borrowings |
21,500 | 7,778 | 9,146 | |||||||||||||
Repayments |
(6,023 | ) | (4,089 | ) | (6,877 | ) | ||||||||||
Interest paid | (1,742 | ) | (1,480 | ) | (1,307 | ) | ||||||||||
Change in non-controlling interest | 598 | 989 | (51 | ) | ||||||||||||
Cash dividends paid to: | ||||||||||||||||
Royal Dutch Shell plc shareholders |
23 | (9,370 | ) | (9,444 | ) | (7,198 | ) | |||||||||
Non-controlling interest |
(117 | ) | (116 | ) | (252 | ) | ||||||||||
Repurchases of shares | (409 | ) | (3,328 | ) | (5,000 | ) | ||||||||||
Shares held in trust: net (purchases)/sales and dividends received | (39 | ) | 232 | (565 | ) | |||||||||||
Net cash from/(used in) financing activities | 3,812 | (12,790 | ) | (8,978 | ) | |||||||||||
Currency translation differences relating to cash and cash equivalents | (1,070 | ) | (686 | ) | (170 | ) | ||||||||||
Increase/(decrease) in cash and cash equivalents | 10,145 | 11,911 | (8,854 | ) | ||||||||||||
Cash and cash equivalents at January 1 | 21,607 | 9,696 | 18,550 | |||||||||||||
Cash and cash equivalents at December 31 | 13 | 31,752 | 21,607 | 9,696 |
[A] Reflects a minor change to the definition with effect from 2015 which has no overall impact on net cash from investing activities. Comparative information has been reclassified.
[B] Includes consideration paid for the acquisition on January 1, 2014, of Repsol liquefied natural gas (LNG) businesses outside North America (2014: $730 million; 2013: $3,385 million)
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CONSOLIDATED FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
The Consolidated Financial Statements of Royal Dutch Shell plc (the Company) and its subsidiaries (collectively referred to as Shell) have been prepared in accordance with the provisions of the Companies Act 2006 (the Act) and Article 4 of the International Accounting Standards (IAS) Regulation, and therefore in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. As applied to Shell, there are no material differences from IFRS as issued by the International Accounting Standards Board (IASB); therefore, the Consolidated Financial Statements have been prepared in accordance with IFRS as issued by the IASB.
As described in the accounting policies in Note 2, the Consolidated Financial Statements have been prepared under the historical cost convention except for certain items measured at fair value. Those accounting policies have been applied consistently in all periods.
The Consolidated Financial Statements were approved and authorised for issue by the Board of Directors on March 9, 2016.
2 KEY ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES
Nature of the Consolidated Financial Statements
The Consolidated Financial Statements are presented in US dollars (dollars) and comprise the financial statements of the Company and its subsidiaries, being those entities over which the Company has control, either directly or indirectly, through exposure or rights to their variable returns and the ability to affect those returns through its power over the entities. Information about subsidiaries at December 31, 2015, is set out in Exhibit 8.
Subsidiaries are consolidated from the date on which control is obtained until the date that such control ceases, using consistent accounting policies. All inter-company balances and transactions, including unrealised profits arising from such transactions, are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Non-controlling interest represents the proportion of income, other comprehensive income and net assets in subsidiaries that is not attributable to the Companys shareholders.
Currency translation
Foreign currency transactions are translated using the exchange rate at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at quarter-end exchange rates of monetary assets and liabilities denominated in foreign currencies (including those in respect of inter-company balances unless related to loans of a long-term investment nature) are recognised in income, except when recognised in other comprehensive income in respect of cash flow hedges, and presented within interest and other income or within purchases where not related to financing. Share capital issued in currencies other than the dollar is translated at the exchange rate at the date of issue.
On consolidation, assets and liabilities of non-dollar entities are translated to dollars at year-end rates of exchange, while their statements of income, other comprehensive income and cash flows are translated at quarterly average rates. The resulting translation differences are recognised as currency translation differences within other comprehensive income. Upon disposal of all or part of an interest in, or upon liquidation of, an entity, the appropriate portion of cumulative currency translation differences related to that entity are generally recognised in income.
Revenue recognition
Revenue from sales of oil, natural gas, chemicals and other products is recognised at the fair value of consideration received or receivable, after deducting sales taxes, excise duties and similar levies, when the significant risks and rewards of ownership have been transferred, which is when title passes to the customer. For sales by Upstream operations, this generally occurs when product is physically transferred into a vessel, pipe or other delivery mechanism; for sales by refining operations it is either when product is placed onboard a vessel or offloaded from the vessel, depending on the contractually agreed terms; and for wholesale sales of oil products and chemicals it is either at the point of delivery or the point of receipt, depending on contractual conditions.
Revenue resulting from hydrocarbon production from properties in which Shell has an interest with partners in joint arrangements is recognised on the basis of Shells working interest (entitlement method). Revenue resulting from the production of oil and natural gas under production-sharing contracts (PSCs) is recognised for those amounts relating to Shells cost recoveries and Shells share of the remaining production. Gains and losses on derivative contracts and the revenue and costs associated with other contracts that are classified as held for trading purposes are reported on a net basis in the Consolidated Statement of Income. Purchases and sales of hydrocarbons under exchange contracts that are necessary to obtain or reposition feedstocks for refinery operations are presented net in the Consolidated Statement of Income.
Research and development
Development costs that are expected to generate probable future economic benefits are capitalised as intangible assets. All other research and development expenditure is recognised in income as incurred.
Exploration costs
Hydrocarbon exploration costs are accounted for under the successful efforts method: exploration costs are recognised in income when incurred, except that exploratory drilling costs are included in property, plant and equipment pending determination of proved reserves. Exploration costs capitalised in respect of exploration wells that are more than 12 months old are written off unless: (a) proved reserves are booked; or (b) (i) they have found commercially producible quantities of reserves and (ii) they are subject to further exploration or appraisal activity in that either drilling of additional exploratory wells is underway or firmly planned for the near future or other activities are being undertaken to sufficiently progress the assessing of reserves and the economic and operating viability of the project.
FINANCIAL STATEMENTS AND SUPPLEMENTS
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CONSOLIDATED FINANCIAL STATEMENTS |
Property, plant and equipment and intangible assets
RECOGNITION
Property, plant and equipment comprise assets owned by Shell, assets held by Shell under finance leases and assets operated by Shell as contractor in PSCs. They include rights and concessions in respect of properties with proved reserves (proved properties) and with no proved reserves (unproved properties). Property, plant and equipment, including expenditure on major inspections, and intangible assets are initially recognised in the Consolidated Balance Sheet at cost where it is probable that they will generate future economic benefits. This includes capitalisation of decommissioning and restoration costs associated with provisions for asset retirement (see Provisions), certain development costs (see Research and development) and the effects of associated cash flow hedges (see Financial instruments and other derivative contracts) as applicable. The accounting for exploration costs is described separately (see Exploration costs). Intangible assets include goodwill, LNG off-take and sales contracts obtained through acquisition, software costs and trademarks. Interest is capitalised, as an increase in property, plant and equipment, on major capital projects during construction.
Property, plant and equipment and intangible assets are subsequently carried at cost less accumulated depreciation, depletion and amortisation (including any impairment). Gains and losses on disposals are determined by comparing the proceeds with the carrying amounts of assets sold and are recognised in income, within interest and other income.
DEPRECIATION, DEPLETION AND AMORTISATION
Property, plant and equipment related to hydrocarbon production activities generally are depreciated on a unit-of-production basis over the proved developed reserves of the field concerned. Assets whose useful lives differ from the lifetime of the field are depreciated applying the straight-line method. Rights and concessions in respect of proved properties are depleted on the unit-of-production basis over the total proved reserves of the relevant area. Where individually insignificant, unproved properties may be grouped and depreciated based on factors such as the average concession term and past experience of recognising proved reserves.
Property, plant and equipment held under finance leases and capitalised LNG off-take and sales contracts are depreciated or amortised over the term of the respective contract. Other property, plant and equipment and intangible assets are depreciated or amortised on a straight-line basis over their estimated useful lives, except for goodwill, which is not amortised. They include major inspection costs, which are depreciated over the estimated period before the next planned major inspection (three to five years), and the following:
ASSET TYPE |
USEFUL LIFE | |||
Property, plant and equipment | ||||
Refineries and chemical plants |
20 years | |||
Retail service stations |
15 years | |||
Upgraders |
30 years | |||
Intangible assets | ||||
Software |
5 years | |||
Trademarks |
40 years |
Estimates of the useful lives and residual values of property, plant and equipment and intangible assets are reviewed annually and adjusted if appropriate.
IMPAIRMENT
The carrying amount of goodwill is tested for impairment annually; in addition, assets other than unproved properties (see Exploration costs) are tested for impairment whenever events or changes in circumstances indicate that the carrying amounts for those assets may not be recoverable. If assets are determined to be impaired, the carrying amounts of those assets are written down to their recoverable amount, which is the higher of fair value less costs to sell (see Fair value measurements) and value in use.
Value in use is determined as the amount of estimated risk-adjusted discounted future cash flows. For this purpose, assets are grouped into cash-generating units based on separately identifiable and largely independent cash inflows. Estimates of future cash flows used in the evaluation of impairment of assets are made using managements forecasts of commodity prices, market supply and demand, product margins and, in the case of exploration and production assets, expected production volumes. The latter takes into account assessments of field and reservoir performance and includes expectations about both proved reserves and volumes that are expected to constitute proved reserves in the future (unproved volumes), which are risk-weighted utilising geological, production, recovery and economic projections. Cash flow estimates are risk-adjusted to reflect local conditions as appropriate and discounted at a rate based on Shells marginal cost of debt.
Impairments, except those related to goodwill, are reversed as applicable to the extent that the events or circumstances that triggered the original impairment have changed.
Impairment charges and reversals are reported within depreciation, depletion and amortisation.
On reclassification as held for sale, the carrying amounts of intangible assets and property, plant and equipment are also reviewed and, where appropriate, written down to their fair value less costs to sell. No further provision for depreciation, depletion or amortisation is charged.
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CONSOLIDATED FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
[Note 2 continued]
KEY ACCOUNTING JUDGEMENTS AND ESTIMATES
Proved oil and gas reserves
Unit-of-production depreciation, depletion and amortisation charges are principally measured based on managements estimates of proved developed oil and gas reserves. Also, exploration drilling costs are capitalised pending the results of further exploration or appraisal activity, which may take several years to complete and before any related proved reserves can be booked.
Proved reserves are estimated by reference to available geological and engineering data and only include volumes for which access to market is assured with reasonable certainty. Estimates of proved reserves are inherently imprecise, require the application of judgement and are subject to regular revision, either upward or downward, based on new information such as from the drilling of additional wells, observation of long-term reservoir performance under producing conditions and changes in economic factors, including product prices, contract terms or development plans.
Changes to estimates of proved developed reserves affect prospectively the amounts of depreciation, depletion and amortisation charged and, consequently, the carrying amounts of exploration and production assets. It is expected, however, that in the normal course of business the diversity of the asset portfolio will limit the effect of such revisions. The outcome of, or assessment of plans for, exploration or appraisal activity may result in the related capitalised exploration drilling costs being recognised in income in that period.
Information about the carrying amounts of exploration and production assets and the amounts charged to income, including depreciation, depletion and amortisation, is presented in Note 8.
Impairment
For the purposes of determining whether impairment of assets has occurred, and the extent of any impairment or its reversal, the key assumptions management uses in estimating risk-adjusted future cash flows for value-in-use measures are future oil and gas prices, expected production volumes and refining margins appropriate to the local circumstances and environment. These assumptions and the judgements of management that are based on them are subject to change as new information becomes available. Changes in economic conditions can also affect the rate used to discount future cash flow estimates.
Future price assumptions tend to be stable because management does not consider short-term increases or decreases in prices as being indicative of long-term levels, but they are nonetheless subject to change. Expected production volumes, which comprise proved reserves and unproved volumes, are used for impairment testing because management believes this to be the most appropriate indicator of expected future cash flows. As discussed in Proved oil and gas reserves above, reserves estimates are inherently imprecise. Furthermore, projections about unproved volumes are based on information that is necessarily less robust than that available for mature reservoirs. Due to the nature and geographical spread of the business activity in which those assets are used, it is typically not practicable to estimate the likelihood or extent of impairments under different sets of assumptions. The discount rate applied is reviewed annually.
Changes in assumptions could affect the carrying amounts of assets, and impairment charges and reversals will affect income.
Information about the carrying amounts of assets and impairments is presented in Notes 7 and 8.
Leases
Agreements under which payments are made to owners in return for the right to use an asset for a period are accounted for as leases. Leases that transfer substantially all the risks and rewards of ownership are recognised at the commencement of the lease term as finance leases within property, plant and equipment and debt at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Finance lease payments are apportioned between interest expense and repayments of debt. All other leases are classified as operating leases and the cost is recognised in income on a straight-line basis.
Joint arrangements and associates
Arrangements under which Shell has contractually agreed to share control (see Nature of the Consolidated Financial Statements) with another party or parties are joint ventures where the parties have rights to the net assets of the arrangement, or joint operations where the parties have rights to the assets and obligations for the liabilities relating to the arrangement. Investments in entities over which Shell has the right to exercise significant influence but neither control nor joint control are classified as associates. Information about incorporated joint arrangements and associates at December 31, 2015, is set out in Exhibit 8.
Investments in joint ventures and associates are accounted for using the equity method, under which the investment is initially recognised at cost and subsequently adjusted for the Shell share of post-acquisition income less dividends received and the Shell share of other comprehensive income and other movements in equity, together with any loans of a long-term investment nature. Where necessary, adjustments are made to the financial statements of joint ventures and associates to bring the accounting policies used into line with those of Shell. In an exchange of assets and liabilities for an interest in a joint venture, the non-Shell share of any excess of the fair value of the assets and liabilities transferred over the pre-exchange carrying amounts is recognised in income. Unrealised gains on other transactions between Shell and its joint ventures and associates are eliminated to the extent of Shells interest in them; unrealised losses are treated similarly but may also result in an assessment of whether the asset transferred is impaired.
Shell recognises its assets and liabilities relating to its interests in joint operations, including its share of assets held jointly and liabilities incurred jointly with other partners.
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Inventories
Inventories are stated at cost or net realisable value, whichever is lower. Cost comprises direct purchase costs (including transportation), and associated costs incurred in bringing inventories to their present condition and location, and is determined using the first-in, first-out (FIFO) method for oil and chemicals and by the weighted average cost method for materials.
Taxation
The charge for current tax is calculated based on the income reported by the Company and its subsidiaries, as adjusted for items that are non-taxable or disallowed and using rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is determined, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Balance Sheet and on unused tax losses and credits carried forward.
Deferred tax assets and liabilities are calculated using the enacted or substantively enacted rates that are expected to apply when the asset or liability is recovered. They are not recognised where they arise on the initial recognition of goodwill or of an asset or liability in a transaction (other than in a business combination) that, at the time of the transaction, affects neither accounting nor taxable profit, or in respect of taxable temporary differences associated with subsidiaries, joint ventures and associates where the reversal of the respective temporary difference can be controlled by Shell and it is probable that it will not reverse in the foreseeable future.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and credits carried forward can be utilised.
Income taxes are recognised in income except when they relate to items recognised in other comprehensive income, in which case the tax is recognised in other comprehensive income. Income tax assets and liabilities are presented separately in the Consolidated Balance Sheet except where there is a right of set-off within fiscal jurisdictions and an intention to settle such balances on a net basis.
KEY ACCOUNTING JUDGEMENTS AND ESTIMATES
Tax liabilities are recognised when it is considered probable that there will be a future outflow of funds to a taxing authority. In such cases, provision is made for the amount that is expected to be settled, where this can be reasonably estimated. This requires the application of judgement as to the ultimate outcome, which can change over time depending on facts and circumstances. A change in estimate of the likelihood of a future outflow and/or in the expected amount to be settled would be recognised in income in the period in which the change occurs.
Deferred tax assets are recognised only to the extent it is considered probable that those assets will be recoverable. This involves an assessment of when those assets are likely to reverse, and a judgement as to whether or not there will be sufficient taxable profits available to offset the assets when they do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognised in respect of deferred tax assets as well as in the amounts recognised in income in the period in which the change occurs.
Taxation information, including charges and deferred tax assets and liabilities, is presented in Note 16.
Retirement benefits
Benefits in the form of retirement pensions and healthcare and life insurance are provided to certain employees and retirees under defined benefit and defined contribution plans.
Obligations under defined benefit plans are calculated annually by independent actuaries using the projected unit credit method, which takes into account employees years of service and, for pensions, average or final pensionable remuneration, and are discounted to their present value using interest rates of high-quality corporate bonds denominated in the currency in which the benefits will be paid and of a duration consistent with the plan obligations. Where plans are funded, payments are made to independently managed trusts; assets held by those trusts are measured at fair value.
The amounts recognised in income in respect of defined benefit plans mainly comprise service cost and net interest. Service cost comprises principally the increase in the present value of the obligation for benefits resulting from employee service during the period (current service cost) and also amounts relating to past service and settlements or amendments of plans. Plan amendments are changes to benefits and are generally recognised when all legal and regulatory approvals have been received and the effects have been communicated to members. Net interest is calculated using the net defined benefit liability or asset matched against the discount rate yield curve at the beginning of each year for each plan. Remeasurements of the net defined benefit liability or asset resulting from actuarial gains and losses and the return on plan assets excluding the amount recognised in income are recognised in other comprehensive income.
For defined contribution plans, pension expense represents the amount of employer contributions payable for the period.
KEY ACCOUNTING JUDGEMENTS AND ESTIMATES
Defined benefit obligations and plan assets, and the resulting liabilities and assets that are recognised, are subject to significant volatility as actuarial assumptions regarding future outcomes and market values change. Substantial judgement is required in determining the actuarial assumptions, which vary for the different plans to reflect local conditions but are determined under a common process in consultation with independent actuaries. The assumptions applied in respect of each plan are reviewed annually and adjusted where necessary to reflect changes in experience and actuarial recommendations.
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[Note 2 continued]
Information about the amounts reported in respect of defined benefit pension plans, assumptions applicable to the principal plans and their sensitivity to changes are presented in Note 17.
Provisions
Provisions are recognised at the balance sheet date at managements best estimate of the expenditure required to settle the present obligation. Non-current amounts are discounted at a rate intended to reflect the time value of money. Specific details for decommissioning and restoration costs are described below. The carrying amounts of provisions are regularly reviewed and adjusted for new facts or changes in law or technology.
Provisions for decommissioning and restoration costs, which arise principally in connection with hydrocarbon production facilities and pipelines, are measured on the basis of current requirements, technology and price levels; the present value is calculated using amounts discounted over the useful economic life of the assets. The liability is recognised (together with a corresponding amount as part of the related property, plant and equipment) once an obligation crystallises in the period when a reasonable estimate can be made. The effects of changes resulting from revisions to the timing or the amount of the original estimate of the provision are reflected on a prospective basis, generally by adjustment to the carrying amount of the related property, plant and equipment.
Other provisions are recognised in income in the period in which an obligation arises and the amount can be reasonably estimated. Provisions are measured based on current legal requirements and existing technology where applicable. Recognition of any joint and several liability is based on managements best estimate of the final pro-rata share of the liability. Provisions are determined independently of expected insurance recoveries. Recoveries are recognised when virtually certain of realisation.
KEY ACCOUNTING JUDGEMENTS AND ESTIMATES
Provisions are recognised for the future decommissioning and restoration of hydrocarbon production facilities and pipelines at the end of their economic lives. The estimated cost is recognised in income over the life of the proved developed reserves on a unit-of-production basis or on a straight-line basis, as applicable. Changes in the estimates of costs to be incurred, proved developed reserves or in the rate of production will therefore impact income, generally over the remaining economic life of the related assets.
Estimates of the amounts of provisions recognised are based on current legal and constructive requirements, technology and price levels. Because actual outflows can differ from estimates due to changes in laws, regulations, public expectations, technology, prices and conditions, and can take place many years in the future, the carrying amounts of provisions are regularly reviewed and adjusted to take account of such changes. The discount rate applied is reviewed annually.
Information about decommissioning and restoration provisions is presented in Note 18
Financial instruments and other derivative contracts
Financial assets and liabilities are presented separately in the Consolidated Balance Sheet except where there is a legally enforceable right of offset and net settlement is regularly applied.
FINANCIAL ASSETS
Investments in securities
Investments in securities (also referred to as securities) comprise equity and debt securities classified on initial recognition as available-for-sale and are carried at fair value, except where their fair value cannot be measured reliably, in which case they are carried at cost, less any impairment. Unrealised holding gains and losses other than impairments are recognised in other comprehensive income, except for translation differences arising on foreign currency debt securities, which are recognised in income. On maturity or disposal, net gains and losses previously deferred in accumulated other comprehensive income are recognised in income.
Interest income on debt securities is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, including offsetting bank overdrafts, short-term bank deposits, money market funds, reverse repos and similar instruments that have a maturity of three months or less at the date of acquisition.
Trade receivables
Trade receivables are recognised initially at fair value based on amounts exchanged and subsequently at amortised cost less any impairment.
FINANCIAL LIABILITIES
Debt and trade payables are recognised initially at fair value based on amounts exchanged, net of transaction costs, and subsequently at amortised cost, except for fixed rate debt subject to fair value hedging which is remeasured for the hedged risk (see next page).
Interest expense on debt is accounted for using the effective interest method and, other than interest capitalised, is recognised in income.
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DERIVATIVE CONTRACTS
Derivative contracts are used in the management of interest rate risk, foreign exchange risk and commodity price risk, and in the management of foreign currency cash balances. These contracts are recognised at fair value.
Those derivative contracts qualifying and designated as hedges are either: (i) a fair value hedge of the change in fair value of a recognised asset or liability or an unrecognised firm commitment; or (ii) a cash flow hedge of the change in cash flows to be received or paid relating to a recognised asset or liability or a highly probable forecast transaction.
A change in the fair value of a hedging instrument designated as a fair value hedge is recognised in income, together with the consequential adjustment to the carrying amount of the hedged item. The effective portion of a change in fair value of a derivative contract designated as a cash flow hedge is recognised in other comprehensive income until the hedged transaction occurs; any ineffective portion is recognised in income. Where the hedged item is a non-financial asset or liability, the amount in accumulated other comprehensive income is transferred to the initial carrying amount of the asset or liability; for other hedged items, the amount in accumulated other comprehensive income is recognised in income when the hedged transaction affects income.
All relationships between hedging instruments and hedged items are documented, as well as risk management objectives and strategies for undertaking hedge transactions. The effectiveness of hedges is also continually assessed and hedge accounting is discontinued when a hedge ceases to be highly effective.
Gains and losses on derivative contracts not qualifying and designated as hedges, including forward sale and purchase contracts for commodities in trading operations that may be settled by the physical delivery or receipt of the commodity, are recognised in income.
Unless designated as hedging instruments, contracts to sell or purchase non-financial items that can be settled net as if the contracts were financial instruments and that do not meet expected own use requirements (typically, forward sale and purchase contracts for commodities in trading operations), and contracts that are or contain written options, are recognised at fair value; associated gains and losses are recognised in income.
Derivatives embedded within contracts that are not already required to be recognised at fair value, and that are not closely related to the host contract in terms of economic characteristics and risks, are separated from their host contract and recognised at fair value; associated gains and losses are recognised in income.
Fair value measurements
Fair value measurements are estimates of the amounts for which assets or liabilities could be transferred at the measurement date, based on the assumption that such transfers take place between participants in principal markets and, where applicable, taking highest and best use into account. Where available, fair value measurements are derived from prices quoted in active markets for identical assets or liabilities. In the absence of such information, other observable inputs are used to estimate fair value. Inputs derived from external sources are corroborated or otherwise verified, as appropriate. In the absence of publicly available information, fair value is determined using estimation techniques that take into account market perspectives relevant to the asset or liability, in as far as they can reasonably be ascertained, based on predominantly unobservable inputs. For derivative contracts where publicly available information is not available, fair value estimations are generally determined using models and other valuation methods, the key inputs for which include future prices, volatility, price correlation, counterparty credit risk and market liquidity, as appropriate; for other assets and liabilities, fair value estimations are generally based on the net present value of expected future cash flows.
Share-based compensation plans
The fair value of share-based compensation expense arising from the Performance Share Plan (PSP) and the Long-Term Incentive Plan (LTIP) Shells main equity-settled plans is estimated using a Monte Carlo option pricing model and is recognised in income from the date of grant over the vesting period with a corresponding increase directly in equity. The model projects and averages the results for a range of potential outcomes for the vesting conditions, the principal assumptions for which are the share price volatility and dividend yields for Shell and four of its main competitors over the last three years and the last 10 years. Changes in the fair value of share-based compensation for cash-settled plans are recognised in income with a corresponding change in liabilities.
Shares held in trust
Shares in the Company, which are held by employee share ownership trusts and trust-like entities, are not included in assets but are reflected at cost as a deduction from equity as shares held in trust.
Acquisitions and disposals of interests in a business
Assets acquired and liabilities assumed when control is obtained over a business are recognised at their fair value at the date of the acquisition; the amount of the purchase consideration above this value is recognised as goodwill, with any non-controlling interest recognised as the proportionate share of the identifiable net assets. The acquisition of a non-controlling interest in a subsidiary and the disposal of an interest while retaining control are accounted for as transactions within equity. The difference between the purchase consideration or disposal proceeds after tax and the relevant proportion of the non-controlling interest, measured by reference to the carrying amount of the interests net assets at the date of acquisition or disposal, is recognised in retained earnings as a movement in equity attributable to Royal Dutch Shell plc shareholders.
Consolidated Statement of Income presentation
Purchases reflect all costs related to the acquisition of inventories and the effects of the changes therein, and include associated costs incurred in conversion into finished or intermediate products. Production and manufacturing expenses are the costs of operating, maintaining and managing production and manufacturing assets. Selling, distribution and administrative expenses include direct and indirect costs of marketing and selling products.
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3 CHANGES TO IFRS NOT YET ADOPTED
The final version of IFRS 9 Financial Instruments was issued in 2014 and sets out the requirements for recognising and measuring financial assets, financial liabilities and certain contracts to buy or sell non-financial items. It replaces IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 is required to be adopted by 2018. The impact for Shell is under review and IFRS 9 may facilitate further use of hedge accounting and also could result in different income recognition, or timing of recognition, in respect of certain investments in securities.
IFRS 11 Joint Arrangements was amended in 2014 to clarify the accounting for the acquisition of an interest or an additional interest in a joint operation where the joint operation itself meets the IFRS definition of a business. The principles of business combination accounting, with some exceptions, should be applied to such transactions which take place on or after the implementation date. This differs from Shells current practice which is to account for these as asset acquisitions and therefore the amendment may result in further use of fair value measurements and recognition of goodwill. The amendment will be adopted with effect from January 1, 2016, and the impact on Shell will depend on future transactions.
IFRS 15 Revenue from Contracts with Customers was issued in 2014 and replaces IAS 18 Revenue. It is required to be adopted by 2018 and is not expected to have a significant effect on Shells accounting or disclosures.
IFRS 16 Leases was issued in January 2016 to replace IAS 17 Leases and is required to be adopted by 2019. Under the new standard all lease contracts, with limited exceptions, are recognised in financial statements by way of right of use assets and corresponding lease liabilities. Compared with the existing accounting for operating leases, it will also impact the classification and timing of expenses and consequently the classification between cash flow from operating activities and cash flow from financing activities. Key aspects being considered in Shells review of the new standard are the application of the new definition of a lease, the adoption date and whether to apply any transitional options such as prospective application.
IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures were amended in 2014 with an effective date of January 1, 2016, to clarify the accounting for the contribution of a business to a joint venture or an associate in exchange for an equity interest in that joint venture or associate. A full gain or loss on sale should be recognised for such transactions which take place on or after the implementation date, which differs from Shells current practice. In 2015 the effective date of the amendment was postponed to a date yet to be determined. It is not intended to early adopt the amendment.
Shell is engaged in the principal aspects of the oil and gas industry in more than 70 countries and reports its business through three segments. Upstream combines the operating segments Upstream International and Upstream Americas, which are engaged in the exploration for and extraction of crude oil, natural gas and natural gas liquids; the extraction of bitumen from oil sands that is converted into synthetic crude oil; the transportation of oil; the liquefaction and transportation of gas; the conversion of natural gas to liquids to provide fuels and other products; and wind energy. These operating segments have similar economic characteristics because their earnings are significantly dependent on crude oil and natural gas prices and production volumes, and because their projects generally require significant investment, are complex and generate revenues for many years. Downstream is engaged in refining, pipelines and marketing activities for oil products and chemicals and in alternative energy (excluding wind). Corporate represents the key support functions, comprising Shells holdings and treasury organisation, including its self-insurance activities as well as its headquarters and central functions. Integrated within the Upstream and Downstream segments are Shells trading activities, technical services and technology capability, and functions such as safety and environment, and CO2 management. Sales between segments are based on prices generally equivalent to commercially available prices.
Segment earnings are presented on a current cost of supplies basis (CCS earnings), which is the earnings measure used by the Chief Executive Officer (CEO) 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.
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CONSOLIDATED FINANCIAL STATEMENTS |
Information by segment on a current cost of supplies basis is as follows:
2015 |
$ MILLION | |||||||||||||||
Upstream | Downstream | Corporate | Total | |||||||||||||
CCS earnings | (5,663 | ) | 10,243 | (425 | ) | 4,155 | ||||||||||
Revenue and other income | ||||||||||||||||
Revenue |
||||||||||||||||
Third party |
28,480 | 236,384 | 96 | 264,960 | ||||||||||||
Inter-segment |
25,447 | 1,362 | | |||||||||||||
Share of profit/(loss) of joint ventures and associates |
1,962 | 2,215 | (327 | ) | 3,850 | |||||||||||
Interest and other income |
2,356 | 1,156 | 157 | 3,669 | ||||||||||||
Total | 272,479 | |||||||||||||||
Depreciation, depletion and amortisation charge, of which: | 23,001 | 3,667 | 46 | 26,714 | ||||||||||||
Impairment losses |
8,746 | 556 | 27 | 9,329 | ||||||||||||
Impairment reversals |
| 3 | | 3 | ||||||||||||
Interest expense | 881 | 51 | 956 | 1,888 | ||||||||||||
Taxation charge/(credit) | 10 | 1,639 | (1,156 | ) | 493 |
2014 |
$ MILLION | |||||||||||||||
Upstream | Downstream | Corporate | Total | |||||||||||||
CCS earnings | 15,841 | 3,411 | (156 | ) | 19,096 | |||||||||||
Revenue and other income | ||||||||||||||||
Revenue |
||||||||||||||||
Third party |
45,240 | 375,752 | 113 | 421,105 | ||||||||||||
Inter-segment |
47,059 | 2,294 | | |||||||||||||
Share of profit/(loss) of joint ventures and associates |
5,502 | 1,693 | (346 | ) | 6,849 | |||||||||||
Interest and other income |
4,029 | 41 | 53 | 4,123 | ||||||||||||
Total | 432,077 | |||||||||||||||
Depreciation, depletion and amortisation charge, of which: | 17,868 | 6,619 | 12 | 24,499 | ||||||||||||
Impairment losses |
3,587 | 3,396 | | 6,983 | ||||||||||||
Impairment reversals |
100 | 251 | | 351 | ||||||||||||
Interest expense | 953 | 86 | 765 | 1,804 | ||||||||||||
Taxation charge/(credit) | 15,277 | 1,085 | (1,324 | ) | 15,038 |
2013 |
$ MILLION | |||||||||||||||
Upstream | Downstream | Corporate | Total | |||||||||||||
CCS earnings | 12,638 | 3,869 | 372 | 16,879 | ||||||||||||
Revenue and other income | ||||||||||||||||
Revenue |
||||||||||||||||
Third party |
47,357 | 403,725 | 153 | 451,235 | ||||||||||||
Inter-segment |
45,512 | 702 | | |||||||||||||
Share of profit/(loss) of joint ventures and associates |
6,120 | 1,525 | (388 | ) | 7,257 | |||||||||||
Interest and other income |
659 | 273 | 157 | 1,089 | ||||||||||||
Total | 459,581 | |||||||||||||||
Depreciation, depletion and amortisation charge, of which: | 16,949 | 4,421 | 139 | 21,509 | ||||||||||||
Impairment losses |
4,678 | 749 | | 5,427 | ||||||||||||
Impairment reversals |
17 | | | 17 | ||||||||||||
Interest expense | 910 | 83 | 649 | 1,642 | ||||||||||||
Taxation charge/(credit) | 17,803 | 1,129 | (1,712 | ) | 17,220 |
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[Note 4 continued]
RECONCILIATION OF CCS EARNINGS TO INCOME FOR THE PERIOD |
|
$ MILLION | ||||||||||
2015 | 2014 | 2013 | ||||||||||
CCS earnings | 4,155 | 19,096 | 16,879 | |||||||||
Current cost of supplies adjustment: | ||||||||||||
Purchases |
(2,278 | ) | (5,087 | ) | (525 | ) | ||||||
Taxation |
646 | 1,454 | 154 | |||||||||
Share of (loss)/profit of joint ventures and associates |
(323 | ) | (733 | ) | 18 | |||||||
Income for the period | 2,200 | 14,730 | 16,526 |
Information by geographical area is as follows:
2015 |
$ MILLION | |||||||||||||||||||
Europe |
|
Asia, Oceania, Africa |
|
USA |
|
Other Americas |
|
Total | ||||||||||||
Third-party revenue, by origin | 95,223 | 95,892 | 50,666 | 23,179 | 264,960 | |||||||||||||||
Intangible assets, property, plant and equipment, joint ventures and associates at December 31 |
33,439 | 104,949 | 51,269 | 29,614 | 219,271 |
2014 |
$ MILLION | |||||||||||||||||||
Europe |
|
Asia, Oceania, Africa |
|
USA |
|
Other Americas |
|
Total | ||||||||||||
Third-party revenue, by origin | 154,709 | 149,869 | 80,133 | [A] | 36,394 | [A] | 421,105 | |||||||||||||
Intangible assets, property, plant and equipment, joint ventures and associates at December 31 |
35,220 | 105,226 | 51,124 | 39,536 | 231,106 |
2013 |
$ MILLION | |||||||||||||||||||
Europe |
|
Asia, Oceania, Africa |
|
USA |
|
Other Americas |
|
Total | ||||||||||||
Third-party revenue, by origin | 175,584 | 157,673 | 79,581 | [A] | 38,397 | [A] | 451,235 | |||||||||||||
Intangible assets, property, plant and equipment, joint ventures and associates at December 31 |
35,919 | 101,003 | 51,626 | 42,356 | 230,904 |
[A] Revised following a reassessment of geographical allocation, resulting in an increase in the USA and a corresponding decrease in Other Americas of $9,320 million in 2014 and $7,029 million in 2013.
$ MILLION | ||||||||||||
2015 | 2014 | 2013 | ||||||||||
Interest income | 359 | 206 | 194 | |||||||||
Dividend income (from investments in securities) | 456 | 888 | 615 | |||||||||
Net gains on sale of non-current assets and businesses | 3,460 | 3,212 | 382 | |||||||||
Foreign exchange losses on financing activities | (649 | ) | (195 | ) | (184 | ) | ||||||
Other | 43 | 12 | 82 | |||||||||
Total | 3,669 | 4,123 | 1,089 |
Net gains on sale of non-current assets and businesses in 2015 arose mainly in respect of interests in Nigeria (Upstream), interests in France and Norway (Downstream) and an office building in the UK (Corporate). In 2014, they arose mainly in respect of Upstream interests in Australia, Nigeria and the USA.
Other net foreign exchange losses of $197 million in 2015 (2014: $122 million losses; 2013: $17 million gains) were included in purchases.
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CONSOLIDATED FINANCIAL STATEMENTS |
$ MILLION | ||||||||||||
2015 | 2014 | 2013 | ||||||||||
Interest incurred and similar charges | 1,832 | 1,517 | 1,330 | |||||||||
Less: interest capitalised | (839 | ) | (757 | ) | (762 | ) | ||||||
Other net (gains)/losses on fair value hedges of debt | (37 | ) | 5 | 82 | ||||||||
Accretion expense (see Note 18) | 932 | 1,039 | 992 | |||||||||
Total | 1,888 | 1,804 | 1,642 |
The rate applied in determining the amount of interest capitalised in 2015 was 3% (2014: 3%; 2013: 3%).
2015 |
$ MILLION | |||||||||||||||
|
LNG off-take and sales contracts |
|
Goodwill | Software and other | Total | |||||||||||
Cost | ||||||||||||||||
At January 1 |
3,271 | 2,712 | 4,562 | 10,545 | ||||||||||||
Additions |
| | 277 | 277 | ||||||||||||
Sales, retirements and other movements |
| | (174 | ) | (174 | ) | ||||||||||
Currency translation differences |
| (108 | ) | (192 | ) | (300 | ) | |||||||||
At December 31 | 3,271 | 2,604 | 4,473 | 10,348 | ||||||||||||
Depreciation, depletion and amortisation, including impairments | ||||||||||||||||
At January 1 |
278 | 316 | 2,875 | 3,469 | ||||||||||||
Charge for the year |
278 | 315 | 335 | 928 | ||||||||||||
Sales, retirements and other movements |
| | (156 | ) | (156 | ) | ||||||||||
Currency translation differences |
| (37 | ) | (139 | ) | (176 | ) | |||||||||
At December 31 | 556 | 594 | 2,915 | 4,065 | ||||||||||||
Carrying amount at December 31 | 2,715 | 2,010 | 1,558 | 6,283 |
2014 |
$ MILLION | |||||||||||||||
|
LNG off-take and sales contracts |
|
Goodwill | Software and other | Total | |||||||||||
Cost | ||||||||||||||||
At January 1 |
| 2,948 | 4,585 | 7,533 | ||||||||||||
Additions |
3,271 | | 162 | 3,433 | ||||||||||||
Sales, retirements and other movements |
| (170 | ) | 9 | (161 | ) | ||||||||||
Currency translation differences |
| (66 | ) | (194 | ) | (260 | ) | |||||||||
At December 31 | 3,271 | 2,712 | 4,562 | 10,545 | ||||||||||||
Depreciation, depletion and amortisation, including impairments | ||||||||||||||||
At January 1 |
| 385 | 2,754 | 3,139 | ||||||||||||
Charge for the year |
278 | | 386 | 664 | ||||||||||||
Sales, retirements and other movements |
| (59 | ) | (128 | ) | (187 | ) | |||||||||
Currency translation differences |
| (10 | ) | (137 | ) | (147 | ) | |||||||||
At December 31 | 278 | 316 | 2,875 | 3,469 | ||||||||||||
Carrying amount at December 31 | 2,993 | 2,396 | 1,687 | 7,076 |
Additions in 2014 mainly comprise assets acquired as a result of the acquisition of Repsol LNG businesses outside North America.
Goodwill at December 31, 2015 and 2014, principally relates to Pennzoil-Quaker State Company, a lubricants business in the Downstream segment based largely in North America. For impairment testing purposes, cash flow projections for this business reflected long-term growth rates that were assumed to be equal to the average expected inflation rate for the USA (2015: 2%; 2014: 2%) and were adjusted for a variety of risks, in particular volume and margin deterioration. The nominal pre-tax discount rate applied was 6% (2014: 6%).
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8 PROPERTY, PLANT AND EQUIPMENT
2015 |
$ MILLION | |||||||||||||||||||||
Exploration and production assets |
|
Manufacturing, supply and distribution |
|
Other | Total | |||||||||||||||||
|
Exploration and evaluation |
|
Production | |||||||||||||||||||
Cost | ||||||||||||||||||||||
At January 1 |
29,922 | 234,725 | 75,681 | 23,871 | 364,199 | |||||||||||||||||
Additions |
3,523 | 17,425 | 4,148 | 1,458 | 26,554 | |||||||||||||||||
Sales, retirements and other movements |
(4,467 | ) | (442 | ) | (2,975 | ) | (2,357 | ) | (10,241 | ) | ||||||||||||
Currency translation differences |
(1,250 | ) | (12,149 | ) | (3,206 | ) | (1,984 | ) | (18,589 | ) | ||||||||||||
At December 31 | 27,728 | 239,559 | 73,648 | 20,988 | 361,923 | |||||||||||||||||
Depreciation, depletion and amortisation, including impairments | ||||||||||||||||||||||
At January 1 |
3,810 | 116,476 | 39,347 | 12,094 | 171,727 | |||||||||||||||||
Charge for the year |
4,968 | 16,229 | 3,654 | 935 | 25,786 | |||||||||||||||||
Sales, retirements and other movements |
(427 | ) | (3,912 | ) | (2,792 | ) | (1,748 | ) | (8,879 | ) | ||||||||||||
Currency translation differences |
(256 | ) | (6,207 | ) | (2,051 | ) | (1,035 | ) | (9,549 | ) | ||||||||||||
At December 31 | 8,095 | 122,586 | 38,158 | 10,246 | 179,085 | |||||||||||||||||
Carrying amount at December 31 | 19,633 | 116,973 | 35,490 | 10,742 | 182,838 |
2014 |
|
$ MILLION | ||||||||||||||||||||
Exploration and production assets | |
Manufacturing, supply and distribution |
|
Other | Total | |||||||||||||||||
|
Exploration and evaluation |
|
Production | |||||||||||||||||||
Cost | ||||||||||||||||||||||
At January 1 |
34,102 | 233,180 | 76,624 | 27,209 | 371,115 | |||||||||||||||||
Additions |
5,457 | 21,958 | 5,633 | 2,042 | 35,090 | |||||||||||||||||
Sales, retirements and other movements |
(8,907 | ) | (11,821 | ) | (3,544 | ) | (3,274 | ) | (27,546 | ) | ||||||||||||
Currency translation differences |
(730 | ) | (8,592 | ) | (3,032 | ) | (2,106 | ) | (14,460 | ) | ||||||||||||
At December 31 | 29,922 | 234,725 | 75,681 | 23,871 | 364,199 | |||||||||||||||||
Depreciation, depletion and amortisation, including impairments | ||||||||||||||||||||||
At January 1 |
4,978 | 121,714 | 38,421 | 14,105 | 179,218 | |||||||||||||||||
Charge for the year |
2,587 | 13,633 | 6,234 | 1,381 | 23,835 | |||||||||||||||||
Sales, retirements and other movements |
(3,679 | ) | (14,353 | ) | (3,323 | ) | (2,295 | ) | (23,650 | ) | ||||||||||||
Currency translation differences |
(76 | ) | (4,518 | ) | (1,985 | ) | (1,097 | ) | (7,676 | ) | ||||||||||||
At December 31 | 3,810 | 116,476 | 39,347 | 12,094 | 171,727 | |||||||||||||||||
Carrying amount at December 31 | 26,112 | 118,249 | 36,334 | 11,777 | 192,472 |
The carrying amount at December 31, 2015, includes $45,701 million (2014: $46,193 million) of assets under construction. This amount excludes exploration and evaluation assets. The carrying amount at December 31, 2015, also includes $1,161 million of assets classified as held for sale (2014: $1,412 million).
Exploration and production assets at December 31, 2015, include rights and concessions in respect of proved and unproved properties of $17,204 million (2014: $24,152 million). Exploration and evaluation assets principally comprise rights and concessions in respect of unproved properties and capitalised exploration drilling costs.
Contractual commitments for the acquisition of property, plant and equipment at December 31, 2015, amounted to $3,062 million (2014: $4,565 million).
CARRYING AMOUNT OF PROPERTY, PLANT AND EQUIPMENT HELD UNDER FINANCE LEASES |
|
$ MILLION | ||||||
Dec 31, 2015 | Dec 31, 2014 | |||||||
Exploration and production assets | 2,080 | 2,686 | ||||||
Manufacturing, supply and distribution | 1,856 | 2,069 | ||||||
Other | 324 | 293 | ||||||
Total | 4,260 | 5,048 |
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
131
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CONSOLIDATED FINANCIAL STATEMENTS |
IMPAIRMENTS |
$ MILLION | |||||||||||
2015 | 2014 | 2013 | ||||||||||
Impairment losses [A] | ||||||||||||
Exploration and production assets |
8,387 | 3,585 | 4,528 | |||||||||
Manufacturing, supply and distribution |
458 | 3,099 | 305 | |||||||||
Other |
165 | 299 | 532 | |||||||||
Total | 9,010 | 6,983 | 5,365 | |||||||||
Impairment reversals [A] | ||||||||||||
Exploration and production assets |
| 100 | 17 | |||||||||
Other |
3 | 244 | | |||||||||
Total | 3 | 344 | 17 |
[A] Presented by segment in Note 4, together with impairment losses and reversals in respect of intangible assets.
Following the revisions to Shells long-term oil and gas price outlook in 2015, relevant assets were identified for an impairment review resulting in impairment charges in 2015 of $4.4 billion, principally related to Upstream North American shale properties. In the calculation of the value in use, cash flows were adjusted for risks specific to the related assets and the nominal pre-tax discount rate applied was 6%. Further future downward revisions to Shells oil and gas price outlook by 10% or more would lead to further impairments which, in aggregate, are likely to be material. Also in Upstream in 2015, Shell ceased Alaska drilling activities for the foreseeable future and the Carmon Creek project in Canada, resulting in impairment charges of $1.8 billion and $2.2 billion respectively.
In response to changes to future capital expenditure plans, an impairment review of tight-gas properties in North America was carried out in 2014, resulting in impairment charges of $2.7 billion in Upstream in respect of a number of US properties. Also in 2014, an impairment review of the refining portfolio was carried out in response to the continuation of weak refining margins across the industry, resulting in impairment charges of $2.8 billion in Downstream. Impairment losses in 2013 arose principally in Upstream in respect of the US tight-gas and liquids-rich shale portfolio.
CAPITALISED EXPLORATION DRILLING COSTS |
$ MILLION | |||||||||||
2015 | 2014 | 2013 | ||||||||||
At January 1 | 8,465 | 8,377 | 7,886 | |||||||||
Additions pending determination of proved reserves | 3,276 | 4,370 | 5,978 | |||||||||
Amounts charged to expense | (2,771 | ) | (1,881 | ) | (2,742 | ) | ||||||
Reclassifications to productive wells on determination of proved reserves | (991 | ) | (2,116 | ) | (2,231 | ) | ||||||
Other movements | (144 | ) | (285 | ) | (514 | ) | ||||||
At December 31 | 7,835 | 8,465 | 8,377 |
Exploration drilling costs capitalised for periods greater than one year at December 31, 2015, analysed according to the most recent year of activity, are presented in the table below. They comprise $869 million relating to 15 projects where drilling activities were underway or firmly planned for the future and $3,852 million relating to 38 projects awaiting development concepts.
Projects | Wells | |||||||||||||||||
Number | $ MILLION | Number | $ MILLION | |||||||||||||||
Between 1 and 5 years | 42 | 4,364 | 237 | 3,554 | ||||||||||||||
Between 6 and 10 years | 10 | 332 | 44 | 1,050 | ||||||||||||||
Between 11 and 15 years | 1 | 25 | 6 | 117 | ||||||||||||||
Total | 53 | 4,721 | 287 | 4,721 |
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|
|||||
CONSOLIDATED FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
9 JOINT VENTURES AND ASSOCIATES
SHELL SHARE OF COMPREHENSIVE INCOME OF JOINT VENTURES AND ASSOCIATES |
$ MILLION |
2015 | 2014 | 2013 | ||||||||||||||||||||||||||||||||||||||
|
Joint ventures |
|
Associates | Total | |
Joint ventures |
|
Associates | Total | |
Joint ventures |
|
Associates | Total | ||||||||||||||||||||||||||
Income for the period | 908 | [A] | 2,619 | 3,527 | 1,813 | 4,303 | 6,116 | 2,541 | 4,734 | 7,275 | ||||||||||||||||||||||||||||||
Other comprehensive (loss)/income for the period |
(73 | ) | 33 | (40 | ) | (90 | ) | (66 | ) | (156 | ) | 24 | (191 | ) | (167 | ) | ||||||||||||||||||||||||
Comprehensive income for the period | 835 | 2,652 | 3,487 | 1,723 | 4,237 | 5,960 | 2,565 | 4,543 | 7,108 |
[A] Includes an impairment loss of $837 million as a result of changes in the outlook in respect of a joint venture in the Oceania region.
CARRYING AMOUNT OF INTERESTS IN JOINT VENTURES AND ASSOCIATES |
$ MILLION |
Dec 31, 2015 | Dec 31, 2014 | |||||||||||||||||||||||||
|
Joint ventures |
|
Associates | Total | |
Joint ventures |
|
Associates | Total | |||||||||||||||||
Net assets | 19,065 | 11,085 | 30,150 | 20,387 | 11,171 | 31,558 |
TRANSACTIONS WITH JOINT VENTURES AND ASSOCIATES |
$ MILLION |
2015 | 2014 | 2013 | ||||||||||
Sales and charges to joint ventures and associates | 36,548 | 48,379 | 52,003 | |||||||||
Purchases and charges from joint ventures and associates | 26,440 | 36,567 | 35,941 |
These transactions principally comprise sales and purchases of goods and services in the ordinary course of business. Related balances outstanding at December 31, 2015 and 2014, are presented in Notes 11 and 15.
OTHER ARRANGEMENTS IN RESPECT OF JOINT VENTURES AND ASSOCIATES |
$ MILLION | |||||||
Dec 31, 2015 | Dec 31, 2014 | |||||||
Commitments to make purchases from joint ventures and associates | 86,442 | 131,165 | ||||||
Commitments to provide debt or equity funding to joint ventures and associates | 2,711 | 3,699 | ||||||
Amounts guaranteed in respect of joint ventures and associates | 289 | 1,636 |
Investments in securities at December 31, 2015, comprise equity and debt securities. Equity securities principally comprise a 15% interest in Malaysia LNG Tiga Sendirian Berhad (2014: a 15% interest in each of Malaysia LNG Dua Sendirian Berhad and Malaysia LNG Tiga Sendirian Berhad). Debt securities comprise a portfolio required to be held by Shells insurance entities as security for their activities.
Equity and debt securities carried at fair value totalled $3,052 million at December 31, 2015 (2014: $3,776 million), with the remainder carried at cost. Of those held at fair value, $1,427 million (2014: $1,383 million) are measured by reference to prices in active markets for identical assets, and $1,625 million (2014: $2,393 million) are measured by reference to predominantly unobservable inputs. Assets in the latter category, all of which are equity securities, are measured based on expected dividend flows, adjusted for country and other risks as appropriate and discounted to their present value. In the case of the Malaysia LNG investment referred to above, were the oil price assumption used in its valuation to be decreased by $10 per barrel with no change in other measurement inputs, its carrying amount would decrease by $149 million (2014: $212 million).
INVESTMENTS IN SECURITIES MEASURED USING PREDOMINANTLY UNOBSERVABLE INPUTS |
|
$ MILLION | ||||||
2015 | 2014 | |||||||
At January 1 | 2,393 | 3,166 | ||||||
Losses recognised in other comprehensive loss | (733 | ) | (776 | ) | ||||
Other movements | (35 | ) | 3 | |||||
At December 31 | 1,625 | 2,393 |
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
133
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CONSOLIDATED FINANCIAL STATEMENTS |
11 TRADE AND OTHER RECEIVABLES
$ MILLION | ||||||||||||||||||
Dec 31, 2015 | Dec 31, 2014 | |||||||||||||||||
Current | Non-current | Current | Non-current | |||||||||||||||
Trade receivables | 20,607 | | 28,393 | | ||||||||||||||
Other receivables | 6,694 | 4,018 | 8,968 | 3,738 | ||||||||||||||
Amounts due from joint ventures and associates | 2,107 | 2,260 | 3,173 | 2,212 | ||||||||||||||
Derivative contracts (see Note 19) | 13,114 | 744 | 14,037 | 703 | ||||||||||||||
Prepayments and deferred charges | 3,262 | 1,695 | 3,899 | 1,651 | ||||||||||||||
Total | 45,784 | 8,717 | 58,470 | 8,304 |
The fair value of financial assets included above approximates the carrying amount and, other than the fair value of certain derivative contracts, is determined from predominantly unobservable inputs.
Other receivables principally comprise income tax recoverable (see Note 16), other taxes recoverable and balances due from joint arrangement partners.
Provisions for impairments deducted from trade and other receivables amounted to $456 million at December 31, 2015 (2014: $533 million).
OVERDUE TRADE RECEIVABLES |
$ MILLION |
Dec 31, 2015 | Dec 31, 2014 | |||||||
Overdue 130 days | 569 | 753 | ||||||
Overdue 31180 days | 480 | 415 | ||||||
Overdue more than 180 days | 224 | 476 | ||||||
Total | 1,273 | 1,644 |
Information about offsetting, collateral and credit risk is presented in Note 19.
$ MILLION |
Dec 31, 2015 | Dec 31, 2014 | |||||||
Oil and chemicals | 14,077 | 17,842 | ||||||
Materials | 1,745 | 1,859 | ||||||
Total | 15,822 | 19,701 |
Inventories at December 31, 2015, include write-downs to net realisable value of $1,134 million (2014: $1,659 million).
$ MILLION |
Dec 31, 2015 | [A] | Dec 31, 2014 | ||||||
Cash | 3,237 | 5,095 | ||||||
Short-term bank deposits | 7,442 | 7,707 | ||||||
Money market funds, reverse repos and other cash equivalents | 21,073 | 8,805 | ||||||
Total | 31,752 | 21,607 |
[A] See Note 19 in respect of cash flow hedges.
Included in cash and cash equivalents at December 31, 2015, are amounts totalling $524 million (2014: $626 million) that are subject to currency controls or other legal restrictions. Information about credit risk is presented in Note 19.
134
|
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
CONSOLIDATED FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
14 DEBT AND LEASE ARRANGEMENTS
DEBT |
|
$ MILLION | ||||||||||||||||||||||||
Dec 31, 2015 | Dec 31, 2014 | |||||||||||||||||||||||||
|
Debt (excluding finance lease liabilities) |
|
|
Finance lease liabilities |
|
Total | |
Debt (excluding finance lease liabilities) |
|
|
Finance lease liabilities |
|
Total | |||||||||||||
Short-term debt | 899 | | 899 | 1,590 | | 1,590 | ||||||||||||||||||||
Long-term debt due within 1 year | 4,100 | 531 | 4,631 | 5,104 | 514 | 5,618 | ||||||||||||||||||||
Current debt | 4,999 | 531 | 5,530 | 6,694 | 514 | 7,208 | ||||||||||||||||||||
Non-current debt | 47,195 | 5,654 | 52,849 | 32,144 | 6,188 | 38,332 | ||||||||||||||||||||
Total | 52,194 | 6,185 | 58,379 | 38,838 | 6,702 | 45,540 |
NET DEBT |
|
$ MILLION | ||||||||||||||
|
Current debt |
|
|
Non-current debt |
|
|
Cash and cash equivalents (see Note 13) |
|
Net debt | |||||||
At January 1, 2015 | (7,208 | ) | (38,332 | ) | 21,607 | (23,933 | ) | |||||||||
Cash flow | 5,327 | (20,218 | ) | 11,215 | (3,676 | ) | ||||||||||
Other movements | (3,849 | ) | 5,436 | | 1,587 | |||||||||||
Currency translation differences | 200 | 265 | (1,070 | ) | (605 | ) | ||||||||||
At December 31, 2015 | (5,530 | ) | (52,849 | ) | 31,752 | (26,627 | ) | |||||||||
At January 1, 2014 | (8,344 | ) | (36,218 | ) | 9,696 | (34,866 | ) | |||||||||
Cash flow | 6,518 | (6,875 | ) | 12,597 | 12,240 | |||||||||||
Other movements | (5,472 | ) | 4,634 | | (838 | ) | ||||||||||
Currency translation differences | 90 | 127 | (686 | ) | (469 | ) | ||||||||||
At December 31, 2014 | (7,208 | ) | (38,332 | ) | 21,607 | (23,933 | ) |
Shell managements financial strategy is to manage Shells assets and liabilities with the aim that, across the business cycle, cash in at least equals cash out while maintaining a strong balance sheet.
Gearing, calculated as net debt (total debt less cash and cash equivalents) as a percentage of total capital (net debt plus total equity), is a key measure of Shells capital structure. Across the business cycle management aims to manage gearing within a range of 0-30%. At December 31, 2015, gearing was 14.0% (2014: 12.2%).
GEARING |
$ MILLION, EXCEPT WHERE OTHERWISE INDICATED |
Dec 31, 2015 | Dec 31, 2014 | |||||||
Net debt | 26,627 | 23,933 | ||||||
Total equity | 164,121 | 172,786 | ||||||
Total capital | 190,748 | 196,719 | ||||||
Gearing | 14.0% | 12.2% |
Our priorities for applying our cash are the servicing and reduction of debt commitments, payment of dividends, share buybacks and capital investment. Managements policy is to grow the dollar dividend through time in line with its view of Shells underlying earnings and cash flow.
Shell has access to international debt capital markets via two commercial paper (CP) programmes, a euro medium-term note (EMTN) programme and a US universal shelf (US shelf) registration. Issuances under the CP programmes are supported by a committed credit facility and cash.
BORROWING FACILITIES AND AMOUNTS UNDRAWN |
$ MILLION |
Facility | Amount undrawn | |||||||||||||||||
Dec 31, 2015 | Dec 31, 2014 | Dec 31, 2015 | Dec 31, 2014 | |||||||||||||||
CP programmes | 20,000 | 20,000 | 20,000 | 20,000 | ||||||||||||||
EMTN programme | unlimited | 25,000 | n/a | 12,117 | ||||||||||||||
US shelf registration | unlimited | unlimited | n/a | n/a | ||||||||||||||
Committed credit facility | 7,480 | 7,480 | 7,480 | 7,480 | ||||||||||||||
Bridge credit facility |
14,932 | n/a | 14,932 | n/a |
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
135
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CONSOLIDATED FINANCIAL STATEMENTS |
Under the CP programmes, Shell can issue debt of up to $10 billion with maturities not exceeding 270 days and $10 billion with maturities not exceeding 397 days. The EMTN programme is updated each year, most recently in August 2015, when the $25 billion upper limit was removed. $5,285 million was issued under this programme in 2015 (2014: $6,394 million). The US shelf registration provides Shell with the flexibility to issue debt securities, ordinary shares, preferred shares and warrants. The registration is updated every three years and was last updated in October 2014. Debt totalling $15,000 million was issued under this registration in 2015 (2014: $nil). The committed credit facility is available on same-day terms, at pre-agreed margins, and expires in 2020. The terms and availability are not conditional on Shells financial ratios or its financial credit ratings. The bridge credit facility was entered into in 2015 in advance of the acquisition of BG Group plc (BG) and was cancelled unused on February 10, 2016.
In addition, other subsidiaries have access to short-term bank facilities totalling $4,652 million at December 31, 2015 (2014: $3,760 million).
Interest rate swaps were entered into against certain of the fixed rate debt due to mature after more than one year, affecting the effective interest rate on these balances (see Note 19).
The following tables compare contractual cash flows for debt excluding finance lease liabilities at December 31, with the carrying amount in the Consolidated Balance Sheet. Contractual amounts reflect the effects of changes in foreign exchange rates; differences from carrying amounts reflect the effects of discounting, premiums and, where hedge accounting is applied, fair value adjustments. Interest is estimated assuming interest rates applicable to variable rate debt remain constant and there is no change in aggregate principal amounts of debt other than repayment at scheduled maturity, as reflected in the table.
2015 |
$ MILLION |
Contractual payments | |
Difference from carrying amount |
|
|
Carrying amount |
| ||||||||||||||||||||||||||||||
|
Less than 1 year |
|
|
Between 1 and 2 years |
|
|
Between 2 and 3 years |
|
|
Between 3 and 4 years |
|
|
Between 4 and 5 years |
|
|
5 years and later |
|
Total | ||||||||||||||||||
EMTN programme | 1,365 | 1,639 | 2,731 | 2,052 | | 8,438 | 16,225 | 445 | 16,670 | |||||||||||||||||||||||||||
US shelf registration | 2,000 | 3,750 | 4,500 | 2,000 | 5,250 | 15,750 | 33,250 | (121 | ) | 33,129 | ||||||||||||||||||||||||||
Bank and other borrowings | 1,634 | 137 | 475 | 49 | 27 | 73 | 2,395 | | 2,395 | |||||||||||||||||||||||||||
Total (excluding interest) | 4,999 | 5,526 | 7,706 | 4,101 | 5,277 | 24,261 | 51,870 | 324 | 52,194 | |||||||||||||||||||||||||||
Interest | 1,500 | 1,394 | 1,264 | 1,052 | 883 | 11,205 | 17,298 |
2014 |
$ MILLION |
Contractual payments | |
Difference from |
|
|
Carrying amount |
| ||||||||||||||||||||||||||||||
|
Less than 1 year |
|
|
Between 1 and 2 years |
|
|
Between 2 and 3 years |
|
|
Between 3 and 4 years |
|
|
Between 4 and 5 years |
|
|
5 years and later |
|
Total | ||||||||||||||||||
EMTN programme | | 1,519 | 1,823 | 3,039 | 779 | 5,166 | 12,326 | 752 | 13,078 | |||||||||||||||||||||||||||
US shelf registration | 4,250 | 2,000 | 1,750 | 2,750 | 2,000 | 9,750 | 22,500 | 5 | 22,505 | |||||||||||||||||||||||||||
Bank and other borrowings | 2,421 | 262 | 319 | 130 | 49 | 74 | 3,255 | | 3,255 | |||||||||||||||||||||||||||
Total (excluding interest) | 6,671 | 3,781 | 3,892 | 5,919 | 2,828 | 14,990 | 38,081 | 757 | 38,838 | |||||||||||||||||||||||||||
Interest | 1,107 | 1,076 | 955 | 833 | 644 | 7,050 | 11,665 |
Debt is issued under the EMTN programme and US shelf registration by Shell International Finance B.V., a 100%-owned subsidiary of the Company, and is underwritten by guarantees issued by the Company. Bank and other borrowings are raised by other subsidiaries with no recourse beyond the immediate borrower and/or the local assets.
The fair value of debt excluding finance lease liabilities at December 31, 2015, was $53,480 million (2014: $41,120 million) determined from the prices quoted for those securities.
Lease arrangements are entered into, as lessee, for: in Upstream, principally drilling and ancillary equipment, service vessels, obligations under certain power generation contracts (tolling agreements) and LNG vessels; in Downstream, principally tankers, storage capacity and retail sites; and in Corporate, principally land and buildings.
136
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FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
CONSOLIDATED FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
[Note 14 continued]
The future minimum lease payments for finance and operating leases and the present value of future minimum finance lease payments at December 31, by payment date are as follows:
2015 |
$ MILLION |
Finance leases | Operating leases | |||||||||||||||||
|
Future minimum lease payments |
|
Interest | |
Present value of future minimum lease payments |
|
|
Future minimum lease payments |
| |||||||||
Less than 1 year | 1,122 | 591 | 531 | 5,332 | ||||||||||||||
Between 1 and 5 years | 3,462 | 1,475 | 1,987 | 13,293 | ||||||||||||||
5 years and later | 5,466 | 1,799 | 3,667 | 7,578 | ||||||||||||||
Total | 10,050 | 3,865 | 6,185 | 26,203 |
2014 |
$ MILLION |
Finance leases | Operating leases | |||||||||||||||||
|
Future minimum lease payments |
|
Interest | |
Present value of future minimum lease payments |
|
|
Future minimum lease payments |
[A] | |||||||||
Less than 1 year | 1,068 | 554 | 514 | 5,099 | ||||||||||||||
Between 1 and 5 years | 3,636 | 1,637 | 1,999 | 13,509 | ||||||||||||||
5 years and later | 6,254 | 2,065 | 4,189 | 9,663 | ||||||||||||||
Total | 10,958 | 4,256 | 6,702 | 28,271 |
[A] Revised following reassessment of contracts.
Finance lease liabilities are secured on the leased assets and include obligations under tolling agreements. The present value of the future minimum lease payments under these agreements was $1,576 million at December 31, 2015 (2014: $1,778 million). The agreements mature between 2021 and 2024 and the average interest rate is 8%.
The net present value of future minimum lease payments for operating leases at December 31, 2015, was $23,640 million (2014: $26,044 million, as revised), discounting the payments at 2.6% (2014: 2.0%). This should not be considered as a specific indication of the increase in both assets and liabilities that would result from application of IFRS 16 Leases at the respective date (see Note 3), which will depend on various factors including Shells choice of adoption method.
Future minimum lease payments at December 31, 2015, are stated before deduction of expected rental income from non-cancellable sub-leases of $485 million (2014: $551 million) in respect of finance leases and $169 million (2014: $172 million) in respect of operating leases.
Operating lease expense in 2015 was $4,751 million (2014: $4,572 million; 2013: $4,056 million).
$ MILLION |
Dec 31, 2015 | Dec 31, 2014 | |||||||||||||||||
Current | Non-current | Current | Non-current | |||||||||||||||
Trade payables | 23,795 | | 32,131 | | ||||||||||||||
Other payables | 4,406 | 2,062 | 5,832 | 2,046 | ||||||||||||||
Amounts due to joint ventures and associates | 2,503 | 24 | 2,702 | 21 | ||||||||||||||
Derivative contracts (see Note 19) | 10,757 | 1,687 | 11,554 | 520 | ||||||||||||||
Accruals and deferred income | 11,309 | 755 | 12,645 | 995 | ||||||||||||||
Total | 52,770 | 4,528 | 64,864 | 3,582 |
The fair value of financial liabilities included above approximates the carrying amount and, other than the fair value of certain derivative contracts, is determined from predominantly unobservable inputs.
Other payables include balances due to joint arrangement partners and commitments for share repurchases undertaken on the Companys behalf under irrevocable, non-discretionary arrangements.
Information about offsetting, collateral and liquidity risk is presented in Note 19.
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
137
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CONSOLIDATED FINANCIAL STATEMENTS |
TAXATION (CREDIT)/CHARGE |
$ MILLION |
2015 | 2014 | 2013 | ||||||||||
Current tax | ||||||||||||
Charge in respect of current period |
6,886 | 14,044 | 18,316 | |||||||||
Adjustments in respect of prior periods |
172 | (287 | ) | 266 | ||||||||
Total | 7,058 | 13,757 | 18,582 | |||||||||
Deferred tax | ||||||||||||
Relating to the origination and reversal of temporary differences, tax losses and credits |
(6,833 | ) | (318 | ) | (1,064 | ) | ||||||
Relating to changes in tax rates |
(526 | ) | 19 | (108 | ) | |||||||
Adjustments in respect of prior periods |
148 | 126 | (344 | ) | ||||||||
Total | (7,211 | ) | (173 | ) | (1,516 | ) | ||||||
Total taxation (credit)/charge | (153 | ) | 13,584 | 17,066 |
The adjustments in respect of prior periods relate to events in the current period and reflect the effects of changes in rules, facts or other factors compared with those used in establishing the current tax position or deferred tax balance in prior periods.
The deferred tax net credit relating to temporary differences, tax losses and credits in 2015 is mainly due to impairment charges, additional provisions, operating losses and disposals.
RECONCILIATION OF APPLICABLE TAX CHARGE AT STATUTORY TAX RATES TO TAXATION (CREDIT)/CHARGE |
$ MILLION |
2015 | 2014 | 2013 | ||||||||||
Income before taxation | 2,047 | 28,314 | 33,592 | |||||||||
Less: share of profit of joint ventures and associates | (3,527 | ) | (6,116 | ) | (7,275 | ) | ||||||
(Loss)/income before taxation and share of profit of joint ventures and associates | (1,480 | ) | 22,198 | 26,317 | ||||||||
Applicable tax charge at statutory tax rates | 930 | 11,206 | 16,463 | |||||||||
Adjustments in respect of prior periods | 320 | (161 | ) | (78 | ) | |||||||
Tax effects of: | ||||||||||||
Income not subject to tax at statutory rates |
(2,597 | ) | (1,864 | ) | (1,077 | ) | ||||||
Expenses not deductible for tax purposes |
1,452 | 2,271 | 1,134 | |||||||||
Deductible items not expensed |
(418 | ) | (401 | ) | (545 | ) | ||||||
Taxable income not recognised |
384 | 526 | 263 | |||||||||
Derecognition of deferred tax assets |
108 | 1,015 | 321 | |||||||||
Other | (332 | ) | 992 | 585 | ||||||||
Taxation (credit)/charge | (153 | ) | 13,584 | 17,066 |
The weighted average of statutory tax rates was (62.8)% in 2015 (2014: 50.5%; 2013: 62.6%). The negative rate in 2015 (tax charge on a pre-tax loss) was mainly due to impairment charges, and other charges related to ceasing activities in Alaska and the Carmon Creek project. These resulted in significant losses in jurisdictions with relatively low tax rates compared with Shells typical weighted statutory average. Excluding these items, the weighted average of statutory tax rates for 2015 was comparable with 2014.
The taxation charge includes taxes at higher rates levied on income from certain Upstream activities and various other taxes to which these activities are subjected.
TAXES PAYABLE |
$ MILLION | |||||||
Dec 31, 2015 | Dec 31, 2014 | |||||||
Income taxes | 5,653 | 6,396 | ||||||
Sales taxes, excise duties and similar levies | 2,580 | 3,401 | ||||||
Total | 8,233 | 9,797 |
Included in other receivables at December 31, 2015 (see Note 11), is income tax receivable of $1,244 million (2014: $1,091 million).
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CONSOLIDATED FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
[Note 16 continued]
DEFERRED TAX |
$ MILLION |
|
Decommissioning and other provisions |
|
|
Losses carried forward |
|
|
Property, plant and equipment |
|
|
Retirement benefits |
|
Other | Total | |||||||||||
At January 1, 2015 | ||||||||||||||||||||||||
Deferred tax assets |
3,721 | 6,006 | (7,194 | ) | 3,787 | 1,811 | 8,131 | |||||||||||||||||
Deferred tax liabilities |
5,167 | 3,310 | (21,041 | ) | 973 | (461 | ) | (12,052 | ) | |||||||||||||||
8,888 | 9,316 | (28,235 | ) | 4,760 | 1,350 | (3,921 | ) | |||||||||||||||||
Recognised in the year | ||||||||||||||||||||||||
Credited to income |
430 | 2,888 | 2,860 | 295 | 738 | 7,211 | ||||||||||||||||||
Other movements |
15 | (270 | ) | (290 | ) | (967 | ) | 82 | (1,430 | ) | ||||||||||||||
Currency translation differences |
(352 | ) | (440 | ) | 1,350 | (318 | ) | (43 | ) | 197 | ||||||||||||||
93 | 2,178 | 3,920 | (990 | ) | 777 | 5,978 | ||||||||||||||||||
At December 31, 2015 | ||||||||||||||||||||||||
Deferred tax assets |
3,674 | 7,688 | (6,651 | ) | 3,461 | 2,861 | 11,033 | |||||||||||||||||
Deferred tax liabilities |
5,307 | 3,806 | (17,664 | ) | 309 | (734 | ) | (8,976 | ) | |||||||||||||||
8,981 | 11,494 | (24,315 | ) | 3,770 | 2,127 | 2,057 | ||||||||||||||||||
At January 1, 2014 | ||||||||||||||||||||||||
Deferred tax assets |
2,007 | 3,087 | (1,551 | ) | 1,338 | 904 | 5,785 | |||||||||||||||||
Deferred tax liabilities |
6,221 | 5,358 | (25,582 | ) | 1,725 | 335 | (11,943 | ) | ||||||||||||||||
8,228 | 8,445 | (27,133 | ) | 3,063 | 1,239 | (6,158 | ) | |||||||||||||||||
Recognised in the year | ||||||||||||||||||||||||
Credited/(charged) to income |
952 | 1,726 | (2,759 | ) | (224 | ) | 478 | 173 | ||||||||||||||||
Other movements |
30 | (536 | ) | 499 | 2,203 | (386 | ) | 1,810 | ||||||||||||||||
Currency translation differences |
(322 | ) | (319 | ) | 1,158 | (282 | ) | 19 | 254 | |||||||||||||||
660 | 871 | (1,102 | ) | 1,697 | 111 | 2,237 | ||||||||||||||||||
At December 31, 2014 | ||||||||||||||||||||||||
Deferred tax assets |
3,721 | 6,006 | (7,194 | ) | 3,787 | 1,811 | 8,131 | |||||||||||||||||
Deferred tax liabilities |
5,167 | 3,310 | (21,041 | ) | 973 | (461 | ) | (12,052 | ) | |||||||||||||||
8,888 | 9,316 | (28,235 | ) | 4,760 | 1,350 | (3,921 | ) |
The above deferred tax information takes into consideration offsetting balances within the same tax jurisdiction.
The increase in deferred tax assets and decrease in deferred tax liabilities in 2015 was mainly the result of impairment charges, additional provisions, operating losses and disposals.
Other movements in deferred tax assets and liabilities principally relate to acquisitions, disposals and amounts recognised in other comprehensive income and directly in equity (see Note 22).
Deferred tax assets that are dependent on future taxable profits, not arising from the reversal of deferred tax liabilities, are only recognised to the extent that it is considered probable based on business forecasts that such profits will be available. Recognised losses carried forward amounted to $41,967 million at December 31, 2015 (2014: $37,388 million).
Unrecognised deductible temporary differences, unused tax losses and credits carried forward amounted to $27,660 million at December 31, 2015 (2014: $25,145 million) including amounts of $21,978 million (2014: $21,344 million) that are subject to time limits for utilisation of five years or later or are not time limited.
Retained earnings of subsidiaries, joint ventures and associates amounted to $206,135 million at December 31, 2015 (2014: $201,960 million). Provision has been made for withholding and other taxes that would become payable on the distribution of these earnings only to the extent that either Shell does not control the relevant entity or it is expected that these earnings will be remitted in the foreseeable future.
FINANCIAL STATEMENTS AND SUPPLEMENTS
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Retirement benefits are provided through a number of funded and unfunded defined benefit plans and defined contribution plans, the most significant of which are in the Netherlands, UK and USA. Benefits comprise principally pensions; retirement healthcare and life insurance are also provided in some countries.
RETIREMENT BENEFIT EXPENSE |
$ MILLION |
2015 | 2014 | 2013 | ||||||||||
Defined benefit plans: | ||||||||||||
Current service cost, net of plan participants contributions |
1,855 | 1,844 | 1,895 | |||||||||
Interest expense on obligations |
2,944 | 3,821 | 3,574 | |||||||||
Interest income on plan assets |
(2,495 | ) | (3,524 | ) | (3,030 | ) | ||||||
Other |
207 | (1,073 | ) | (6 | ) | |||||||
Total | 2,511 | 1,068 | 2,433 | |||||||||
Defined contribution plans | 473 | 448 | 416 | |||||||||
Total retirement benefit expense | 2,984 | 1,516 | 2,849 |
Other in 2014 mainly comprises the impact of amendments to the Dutch pension plan following regulatory changes in the Netherlands, which is reflected in other movements in defined benefit obligations.
Retirement benefit expense is presented principally within production and manufacturing expenses and selling, distribution and administrative expenses in the Consolidated Statement of Income. Interest income on plan assets is calculated using the rate applied to the related defined benefit obligations for each plan.
REMEASUREMENTS |
$ MILLION |
2015 | 2014 | 2013 | ||||||||||
Actuarial gains/(losses) on obligations: | ||||||||||||
Due to changes in demographic assumptions |
(517 | ) | (663 | ) | (261 | ) | ||||||
Due to changes in financial assumptions [A] |
6,381 | (14,313 | ) | 1,446 | ||||||||
Due to experience adjustments |
121 | 135 | (111 | ) | ||||||||
Total | 5,985 | (14,841 | ) | 1,074 | ||||||||
Return on plan assets in excess of interest income | 298 | 6,139 | 4,567 | |||||||||
Other movements | 55 | (18 | ) | (284 | ) | |||||||
Total remeasurements | 6,338 | (8,720 | ) | 5,357 |
[A] Mainly in the discount rates applied.
Experience adjustments arise from differences between the actuarial assumptions made in respect of the year and actual outcomes.
DEFINED BENEFIT PLANS |
$ MILLION |
Dec 31, 2015 | Dec 31, 2014 | |||||||
Obligations | (89,426 | ) | (101,331 | ) | ||||
Plan assets | 80,851 | 86,318 | ||||||
Net liability | (8,575 | ) | (15,013 | ) | ||||
Retirement benefits in the Consolidated Balance Sheet: | ||||||||
Non-current assets |
4,362 | 1,682 | ||||||
Non-current liabilities |
(12,587 | ) | (16,318 | ) | ||||
Current liabilities |
(350 | ) | (377 | ) | ||||
Total | (8,575 | ) | (15,013 | ) |
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CONSOLIDATED FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
[Note 17 continued]
DEFINED BENEFIT OBLIGATIONS |
$ MILLION, EXCEPT WHERE OTHERWISE INDICATED |
2015 | 2014 | |||||||
At January 1 | 101,331 | 93,533 | ||||||
Current service cost | 1,855 | 1,844 | ||||||
Interest expense | 2,944 | 3,821 | ||||||
Actuarial (gains)/losses | (5,985 | ) | 14,841 | |||||
Benefit payments | (3,508 | ) | (3,730 | ) | ||||
Other movements | (427 | ) | (1,315 | ) | ||||
Currency translation differences | (6,784 | ) | (7,663 | ) | ||||
At December 31 | 89,426 | 101,331 | ||||||
Comprising: | ||||||||
Funded pension plans |
80,603 | 91,800 | ||||||
Weighted average duration |
17 years | 18 years | ||||||
Unfunded pension plans |
4,496 | 5,016 | ||||||
Weighted average duration |
12 years | 12 years | ||||||
Other unfunded plans |
4,327 | 4,515 | ||||||
Weighted average duration |
14 years | 15 years |
DEFINED BENEFIT PLAN ASSETS |
$ MILLION, EXCEPT WHERE OTHERWISE INDICATED |
2015 | 2014 | |||||||
At January 1 | 86,318 | 85,543 | ||||||
Return on plan assets (in excess of interest income) | 298 | 6,139 | ||||||
Interest income | 2,495 | 3,524 | ||||||
Employer contributions | 1,296 | 1,833 | ||||||
Plan participants contributions | 64 | 95 | ||||||
Benefit payments | (3,254 | ) | (3,487 | ) | ||||
Other movements | (515 | ) | (344 | ) | ||||
Currency translation differences | (5,851 | ) | (6,985 | ) | ||||
At December 31 | 80,851 | 86,318 | ||||||
Comprising: | ||||||||
Quoted in active markets: |
||||||||
Equities |
34% | 42% | ||||||
Debt securities |
47% | 40% | ||||||
Investment funds |
1% | | ||||||
Other |
1% | 1% | ||||||
Other: |
||||||||
Equities |
6% | 6% | ||||||
Debt securities |
2% | 2% | ||||||
Real estate |
5% | 4% | ||||||
Investment funds |
2% | 3% | ||||||
Other |
2% | 1% | ||||||
Cash |
| 1% |
Long-term investment strategies of plans are generally determined by the relevant pension plan trustees using a structured asset liability modelling approach to define the asset mix that best meets the objectives of optimising returns within agreed risk levels while maintaining adequate funding levels.
Employer contributions to defined benefit pension plans are set by local trustees based on actuarial valuations in accordance with local regulations and are estimated to be $1.4 billion in 2016.
The principal assumptions applied in determining the present value of defined benefit obligations and their bases were as follows:
n | rates of increase in pensionable remuneration, pensions in payment and healthcare costs: historical experience and managements long-term expectation; |
n | discount rates: prevailing long-term AA corporate bond yields, chosen to match the currency and duration of the relevant obligation; and |
n | mortality rates: published standard mortality tables for the individual countries concerned adjusted for Shell experience where statistically significant. |
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
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CONSOLIDATED FINANCIAL STATEMENTS |
The weighted averages for those assumptions and related sensitivity information at December 31 are presented below. Sensitivity information indicates by how much the defined benefit obligations would increase or decrease if a given assumption were to increase or decrease with no change in other assumptions.
$ MILLION, EXCEPT WHERE OTHERWISE INDICATED |
Effect of using alternative assumptions | ||||||||||||||||||||
Assumptions used | Increase/(decrease) in defined benefit obligations | |||||||||||||||||||
2015 | 2014 | Range of assumptions | 2015 | 2014 | ||||||||||||||||
Rate of increase in pensionable remuneration | 5% | 5% | -1% to +1% | (2,015) to 2,557 | (2,633) to 3,250 | |||||||||||||||
Rate of increase in pensions in payment | 2% | 2% | -1% to +1% | (7,666) to 9,639 | (9,173) to 11,495 | |||||||||||||||
Rate of increase in healthcare costs | 7% | 7% | -1% to +1% | (451) to 552 | (480) to 591 | |||||||||||||||
Discount rate for pension plans | 4% | 3% | -1% to +1% | 14,679 to (11,568) | 17,816 to (13,674) | |||||||||||||||
Discount rate for healthcare plans | 4% | 4% | -1% to +1% | 651 to (518) | 723 to (571) | |||||||||||||||
Expected age at death for persons aged 60: | ||||||||||||||||||||
Men |
87 years | 87 years | -1 year to +1 year | (1,497) to 1,527 | (2,018) to 2,048 | |||||||||||||||
Women |
89 years | 89 years | -1 year to +1 year | (1,207) to 1,228 | (1,258) to 1,297 |
18 DECOMMISSIONING AND OTHER PROVISIONS
$ MILLION |
|
Decommissioning and restoration |
|
Other | Total | ||||||||
At January 1, 2015 | ||||||||||||
Current |
1,275 | 2,691 | 3,966 | |||||||||
Non-current |
20,612 | 3,222 | 23,834 | |||||||||
21,887 | 5,913 | 27,800 | ||||||||||
Additions | 522 | 2,999 | 3,521 | |||||||||
Amounts charged against provisions | (913 | ) | (2,410 | ) | (3,323 | ) | ||||||
Accretion expense | 881 | 51 | 932 | |||||||||
Remeasurements and other movements | 2,863 | (305 | ) | 2,558 | ||||||||
Currency translation differences | (993 | ) | (282 | ) | (1,275 | ) | ||||||
2,360 | 53 | 2,413 | ||||||||||
At December 31, 2015 | ||||||||||||
Current |
1,239 | 2,826 | 4,065 | |||||||||
Non-current |
23,008 | 3,140 | 26,148 | |||||||||
24,247 | 5,966 | 30,213 | ||||||||||
At January 1, 2014 | ||||||||||||
Current |
1,340 | 1,907 | 3,247 | |||||||||
Non-current |
17,085 | 2,613 | 19,698 | |||||||||
18,425 | 4,520 | 22,945 | ||||||||||
Additions | 312 | 2,946 | 3,258 | |||||||||
Amounts charged against provisions | (1,175 | ) | (1,177 | ) | (2,352 | ) | ||||||
Accretion expense | 971 | 68 | 1,039 | |||||||||
Remeasurements and other movements | 4,093 | (208 | ) | 3,885 | ||||||||
Currency translation differences | (739 | ) | (236 | ) | (975 | ) | ||||||
3,462 | 1,393 | 4,855 | ||||||||||
At December 31, 2014 | ||||||||||||
Current |
1,275 | 2,691 | 3,966 | |||||||||
Non-current |
20,612 | 3,222 | 23,834 | |||||||||
21,887 | 5,913 | 27,800 |
The amount and timing of settlement in respect of these provisions are uncertain and dependent on various factors that are not always within managements control. Additions to provisions are stated net of reversals of provisions recognised in prior periods.
Of the decommissioning and restoration provision at December 31, 2015, an estimated $6,165 million is expected to be utilised within one to five years, $6,199 million within six to 10 years, and the remainder in later periods.
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
[Note 18 continued]
Reviews of estimated decommissioning and restoration costs and the discount rate applied are carried out annually. The review of cost estimates and a decrease in the discount rate applied resulted in an increase of $3,620 million (2014: $4,827 million increase) in both the provision, reported within remeasurements and other movements, and the corresponding property, plant and equipment assets reported within sales, retirements and other movements in Note 8.
Other provisions principally comprise amounts recognised in respect of environmental costs ($1,545 million at December 31, 2015; 2014 $1,364 million), litigation costs, employee in- and end-of-service benefits, onerous contracts related to the cessation of certain activities and redundancy costs.
19 FINANCIAL INSTRUMENTS AND OTHER DERIVATIVE CONTRACTS
Financial instruments and other derivative contracts in the Consolidated Balance Sheet comprise investments in securities (see Note 10), cash and cash equivalents (see Note 13), debt (see Note 14) and certain amounts (including derivative contracts) reported within trade and other receivables (see Note 11) and trade and other payables (see Note 15).
Risks
In the normal course of business, financial instruments of various kinds are used for the purposes of managing exposure to interest rate, foreign exchange and commodity price movements.
Treasury standards are applicable to all subsidiaries and each subsidiary is required to adopt a treasury policy consistent with these standards. These policies cover: financing structure; interest rate and foreign exchange risk management; insurance; counterparty risk management; and use of derivative contracts. Wherever possible, treasury operations are carried out through specialist regional organisations without removing from each subsidiary the responsibility to formulate and implement appropriate treasury policies.
Apart from forward foreign exchange contracts to meet known commitments, the use of derivative contracts by most subsidiaries is not permitted by their treasury policy.
Other than in exceptional cases, the use of external derivative contracts is confined to specialist trading and central treasury organisations that have appropriate skills, experience, supervision, control and reporting systems.
Shells operations expose it to market, credit and liquidity risk, as described below.
MARKET RISK
Market risk is the possibility that changes in interest rates, foreign exchange rates or the prices of crude oil, natural gas, LNG, refined products, chemical feedstocks, power and environmental products will adversely affect the value of assets, liabilities or expected future cash flows.
Interest rate risk
Most debt is raised from central borrowing programmes. Shells policy continues to be to have debt principally denominated in dollars and to maintain a largely floating interest rate exposure profile; however, Shell has issued a significant amount of fixed rate debt in recent years, taking advantage of historically low interest rates available in US debt markets. As a result, a substantial portion of the debt portfolio at December 31, 2015, is at fixed rates and this reduces Shells exposure to the dollar LIBOR interest rate.
The financing of most subsidiaries is structured on a floating-rate basis and, except in special cases, further interest rate risk management is discouraged.
On the basis of the floating rate net debt position at December 31, 2015, (both issued and hedged), and assuming other factors (principally foreign exchange rates and commodity prices) remained constant and that no further interest rate management action was taken, an increase in interest rates of 1% would have increased 2015 pre-tax income by $36 million (2014: $17 million, based on the net debt position at December 31, 2014).
The carrying amounts and maturities of debt and borrowing facilities are presented in Note 14. Interest expense is presented in Note 6.
Foreign exchange risk
Many of the markets in which Shell operates are priced, directly or indirectly, in dollars. As a result, the functional currency of most Upstream entities and those with significant cross-border business is the dollar. For Downstream entities, the functional currency is typically the local currency. Consequently, Shell is exposed to varying levels of foreign exchange risk when an entity enters into transactions that are not denominated in its functional currency, when foreign currency monetary assets and liabilities are translated at the balance sheet date and as a result of holding net investments in operations that are not dollar-functional. Each entity has treasury policies in place that are designed to measure and manage its foreign exchange exposures by reference to its functional currency.
Exchange rate gains and losses arise in the normal course of business from the recognition of receivables and payables and other monetary items in currencies other than an entitys functional currency. Foreign exchange risk may also arise in connection with capital expenditure. For major projects, an assessment is made at the final investment decision stage whether to hedge any resulting exposure.
Hedging of net investments in foreign operations or of income that arises in foreign operations that are non-dollar functional is not undertaken.
FINANCIAL STATEMENTS AND SUPPLEMENTS
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Assuming other factors (principally interest rates and commodity prices) remained constant and that no further foreign exchange risk management action were taken, a 10% appreciation against the dollar at December 31 of the main currencies to which Shell is exposed would have the following pre-tax effects:
$ MILLION |
Increase/(decrease) in income | Increase in net assets | |||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||
10% appreciation against the dollar of: | ||||||||||||||||||
Canadian dollar |
(99 | ) | (111 | ) | 1,701 | 1,709 | ||||||||||||
Euro |
63 | 103 | 1,185 | 917 | ||||||||||||||
Sterling |
35 | (103 | ) | 2,951 | 887 | |||||||||||||
Malaysian ringgit |
187 | 288 | 160 | 263 |
The above sensitivity information is calculated by reference to carrying amounts of assets and liabilities at December 31 only. The pre-tax effect on income arises in connection with monetary balances denominated in currencies other than an entitys functional currency; the pre-tax effect on net assets arises principally from the translation of assets and liabilities of entities that are not dollar-functional.
Foreign exchange gains and losses included in income are presented in Note 5.
Commodity price risk
Certain subsidiaries have a mandate to trade crude oil, natural gas, LNG, refined products, chemical feedstocks, power and environmental products, and to use commodity derivative contracts (forwards, futures, swaps and options) as a means of managing price and timing risks arising from this trading. In effecting these transactions, the entities concerned operate within procedures and policies designed to ensure that risks, including those relating to the default of counterparties, are managed within authorised limits.
Risk management systems are used for recording and valuing instruments. Commodity price risk exposure is monitored, and the acceptable level of exposure determined, by a market risk committee. There is regular reviewing of mandated trading limits by senior management, daily monitoring of market risk exposure using value-at-risk (VAR) techniques, daily monitoring of trading positions against limits, marking-to-fair value of trading exposures with a department independent of traders reviewing the market values applied. Although trading losses can and do occur, the nature of the trading portfolio and its management are considered adequate mitigants against the risk of significant losses.
VAR techniques based on variance/covariance or Monte Carlo simulation models are used to make a statistical assessment of the market risk arising from possible future changes in market values over a 24-hour period and within a 95% confidence level. The calculation of the range of potential changes in fair value takes into account positions, the history of price movements and the correlation of these price movements. Each of the models is regularly back-tested against actual fair value movements to ensure model integrity is maintained. All VAR ranges and year-end positions in respect of commodities traded in active markets, which are presented in the table below, are calculated on a diversified basis in order to reflect the effect of offsetting risk within combined portfolios.
VALUE-AT-RISK (PRE-TAX) |
$ MILLION |
2015 | 2014 | |||||||||||||||||||||||||||||||||
High | Low | Average | Year-end | High | Low | Average | Year-end | |||||||||||||||||||||||||||
Global oil | 39 | 10 | 18 | 26 | 23 | 9 | 15 | 14 | ||||||||||||||||||||||||||
North America gas and power | 18 | 4 | 7 | 8 | 16 | 2 | 7 | 13 | ||||||||||||||||||||||||||
Europe gas and power | 4 | | 1 | 1 | 7 | 1 | 2 | 3 |
CREDIT RISK
Policies are in place to ensure that wholesale sales of products are made to customers with appropriate creditworthiness. These policies include detailed credit analysis and monitoring of trading partners and restricting large-volume trading activities to the highest-rated counterparties. Credit information is regularly shared between business and finance functions, with dedicated teams in place to quickly identify and respond to cases of credit deterioration. Mitigation measures are defined and implemented for high-risk business partners and customers, and include shortened payment terms, collateral or other security posting and vigorous collections. In addition, policies limit the amount of credit exposure to any individual financial institution. There are no material concentrations of credit risk, with individual customers or geographically, and there has been no significant level of counterparty default in recent years.
Surplus cash is invested in a range of short-dated, secure and liquid instruments including short-term bank deposits, money market funds, reverse repos and similar instruments. The portfolio of these investments is diversified to avoid concentrating risk in any one instrument, country or counterparty. Management monitors the investments regularly and adjusts the investment portfolio in light of new market information where necessary to ensure credit risk is effectively diversified.
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CONSOLIDATED FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
[Note 19 continued]
In commodity trading, counterparty credit risk is managed within a framework of credit limits with utilisation being regularly reviewed. Credit risk exposure is monitored and the acceptable level is determined by a credit committee. Credit checks are performed by a department independent of traders, and are undertaken before contractual commitment. Where appropriate, netting arrangements, credit insurance, prepayments and collateral are used to manage specific risks.
Shell routinely enters into offsetting, master netting and similar arrangements with trading and other counterparties to manage credit risk. Where there is a legally enforceable right of offset under such arrangements and net settlement is regularly applied, the net asset or liability is recognised in the Consolidated Balance Sheet, otherwise assets and liabilities are presented gross. These amounts, as presented net and gross within trade and other receivables and trade and other payables in the Consolidated Balance Sheet at December 31, were as follows:
2015 |
$ MILLION |
Amounts offset | Amounts not offset | Net amounts | ||||||||||||||||||||||||
|
Gross amounts before offset |
|
|
Amounts offset |
|
|
Net amounts as presented |
|
|
Cash collateral received/pledged |
|
|
Other offsetting instruments |
|
||||||||||||
Assets: | ||||||||||||||||||||||||||
Within trade receivables |
9,629 | 6,252 | 3,377 | 1 | 209 | 3,167 | ||||||||||||||||||||
Within derivative contracts |
32,330 | 22,165 | 10,165 | 162 | 7,562 | 2,441 | ||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||
Within trade payables |
8,861 | 6,137 | 2,724 | | 210 | 2,514 | ||||||||||||||||||||
Within derivative contracts |
30,213 | 20,505 | 9,708 | 98 | 7,538 | 2,072 |
2014 |
$ MILLION |
Amounts offset | Amounts not offset | Net amounts | ||||||||||||||||||||||||
|
Gross amounts before offset |
|
|
Amounts offset |
|
|
Net amounts as presented |
|
|
Cash collateral received/pledged |
|
|
Other offsetting instruments |
|
||||||||||||
Assets: | ||||||||||||||||||||||||||
Within trade receivables |
13,964 | 8,982 | 4,982 | 6 | 119 | 4,857 | ||||||||||||||||||||
Within derivative contracts |
38,151 | 27,437 | 10,714 | 209 | 7,065 | 3,440 | ||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||
Within trade payables |
12,290 | 8,941 | 3,349 | | 124 | 3,225 | ||||||||||||||||||||
Within derivative contracts |
35,623 | 26,577 | 9,046 | 158 | 7,036 | 1,852 |
Amounts not offset principally relate to contracts where the intention to settle on a net basis was not clearly established at December 31.
The carrying amount of financial assets pledged as collateral for liabilities or contingent liabilities at December 31, 2015, presented within trade and other receivables, was $1,824 million (2014: $1,726 million). The carrying amount of collateral held at December 31, 2015, presented within trade and other payables, was $541 million (2014: $771 million). Collateral mainly relates to initial margins held with commodity exchanges and over-the-counter counterparty variation margins.
LIQUIDITY RISK
Liquidity risk is the risk that suitable sources of funding for Shells business activities may not be available. Management believes that it has access to sufficient debt funding sources (capital markets), and to undrawn committed borrowing facilities to meet foreseeable requirements. Information about borrowing facilities is presented in Note 14.
Derivative contracts
Derivative contracts are used principally as hedging instruments, however, because hedge accounting is not always applied, movements in the carrying amounts of derivative contracts that are recognised in income are not always matched in the same period by the recognition of the income effects of the related hedged items.
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
145
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CONSOLIDATED FINANCIAL STATEMENTS |
CARRYING AMOUNTS, MATURITIES AND HEDGING
The carrying amounts of derivative contracts at December 31 (see Notes 11 and 15), designated and not designated as hedging instruments for hedge accounting purposes, were as follows:
2015 |
|
$ MILLION | ||||||||||||||||||||||||||||
Assets | Liabilities | |||||||||||||||||||||||||||||
Designated | |
Not designated |
|
Total | Designated | |
Not designated |
|
Total | Net | ||||||||||||||||||||
Interest rate swaps | 51 | | 51 | 35 | | 35 | 16 | |||||||||||||||||||||||
Forward foreign exchange contracts | | 508 | 508 | 136 | 236 | 372 | 136 | |||||||||||||||||||||||
Currency swaps and options | 16 | 361 | 377 | 1,637 | 51 | 1,688 | (1,311 | ) | ||||||||||||||||||||||
Commodity derivatives | | 12,611 | 12,611 | | 10,210 | 10,210 | 2,401 | |||||||||||||||||||||||
Other contracts | | 311 | 311 | | 139 | 139 | 172 | |||||||||||||||||||||||
Total | 67 | 13,791 | 13,858 | 1,808 | 10,636 | 12,444 | 1,414 |
2014 |
|
$ MILLION | ||||||||||||||||||||||||||||
Assets | Liabilities | |||||||||||||||||||||||||||||
Designated | |
Not designated |
|
Total | Designated | |
Not designated |
|
Total | Net | ||||||||||||||||||||
Interest rate swaps | 113 | | 113 | | | | 113 | |||||||||||||||||||||||
Forward foreign exchange contracts | 3 | 523 | 526 | 152 | 229 | 381 | 145 | |||||||||||||||||||||||
Currency swaps | 116 | 186 | 302 | 199 | | 199 | 103 | |||||||||||||||||||||||
Commodity derivatives | | 13,463 | 13,463 | | 11,110 | 11,110 | 2,353 | |||||||||||||||||||||||
Other contracts | | 336 | 336 | | 384 | 384 | (48 | ) | ||||||||||||||||||||||
Total | 232 | 14,508 | 14,740 | 351 | 11,723 | 12,074 | 2,666 |
Net gains before tax on derivative contracts, excluding realised commodity contracts and those accounted for as hedges, were $4,107 million in 2015 (2014: $6,053 million; 2013: $1,083 million).
Certain contracts entered into to hedge price risk relating to forecast commodity transactions and foreign exchange risk relating to forecast capital expenditure and disposals were designated in cash flow hedging relationships. Net gains of $1,235 million (2014: $606 million net gains; 2013: $47 million net losses) arising on these contracts, the majority of which mature in 2016, were recognised in other comprehensive income in 2015; a further $1 million net gains (2014: $13 million net gains; 2013: $6 million net losses) were recognised in income. The net asset carrying amount of commodity derivative contracts designated as cash flow hedging instruments of $1,050 million at December 31, 2015 (2014: $618 million), is presented after the offset of related margin balances maintained with exchanges.
In addition, in 2015 certain cash and cash equivalents and forward foreign exchange contracts were designated as cash flow hedges of a significant portion of the forecast cash consideration for the acquisition of BG (see Note 29). The total cash and cash equivalents and amounts receivable under the forward foreign exchange contracts at December 31, 2015 was $19,912 million and related losses of $537 million were recognised in other comprehensive income in 2015.
Certain interest rate and currency swaps were designated in fair value hedges, principally in respect of debt for which the carrying amount of the related derivative contracts, net of accrued interest, at December 31, 2015, was a net liability of $1,847 million (2014: net liability of $203 million).
In the course of trading operations, certain contracts are entered into for delivery of commodities that are accounted for as derivatives. The resulting price exposures are managed by entering into related derivative contracts. These contracts are managed on a fair value basis and the maximum exposure to liquidity risk is the undiscounted fair value of derivative liabilities.
For a minority of commodity derivative contracts, carrying amounts cannot be derived from quoted market prices or other observable inputs, in which case fair value is estimated using valuation techniques such as Black-Scholes, option spread models and extrapolation using quoted spreads with assumptions developed internally based on observable market activity.
Other contracts include certain contracts that are held to sell or purchase commodities and others containing embedded derivatives, which are required to be recognised at fair value because of pricing or delivery conditions, even though they were entered into to meet operational requirements. These contracts are expected to mature between 2016 and 2025, with certain contracts having early termination rights (for either party). Valuations are derived from quoted market prices for the next six years and, thereafter, from forward gas price formulae used in similar contracts. Future gas price assumptions are the most significant input to this model, and a decrease at December 31, 2015, of 10% in the projected gas price would, assuming other inputs remained unchanged, increase pre-tax income by $59 million (2014: $83 million).
146
|
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
CONSOLIDATED FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
[Note 19 continued]
The contractual maturities of derivative liabilities at December 31 compare with their carrying amounts in the Consolidated Balance Sheet as follows:
2015 |
|
$ MILLION | ||||||||||||||||||||||||||||||||||
Contractual maturities | ||||||||||||||||||||||||||||||||||||
|
Less than 1 year |
|
|
Between 1 and 2 years |
|
|
Between 2 and 3 years |
|
|
Between 3 and 4 years |
|
|
Between 4 and 5 years |
|
|
5 years and later |
|
Total | Discounting | |
Carrying amount |
| ||||||||||||||
Forward foreign exchange contracts |
334 | 75 | 12 | 8 | | | 429 | (57 | ) | 372 | ||||||||||||||||||||||||||
Currency swaps | 162 | 443 | 713 | 292 | 188 | 1,771 | 3,569 | (1,881 | ) | 1,688 | ||||||||||||||||||||||||||
Commodity derivatives | 8,770 | 1,215 | 230 | 150 | 32 | 102 | 10,499 | (289 | ) | 10,210 | ||||||||||||||||||||||||||
Other contracts | 32 | 58 | 65 | 35 | 11 | | 201 | (27 | ) | 174 | ||||||||||||||||||||||||||
Total | 9,298 | 1,791 | 1,020 | 485 | 231 | 1,873 | 14,698 | (2,254 | ) | 12,444 |
2014 |
|
$ MILLION | ||||||||||||||||||||||||||||||||||
Contractual maturities | ||||||||||||||||||||||||||||||||||||
|
Less than 1 year |
|
|
Between 1 and 2 years |
|
|
Between 2 and 3 years |
|
|
Between 3 and 4 years |
|
|
Between 4 and 5 years |
|
|
5 years and later |
|
Total | Discounting | |
Carrying amount |
| ||||||||||||||
Forward foreign exchange contracts |
362 | 34 | 4 | | | | 400 | (19 | ) | 381 | ||||||||||||||||||||||||||
Currency swaps |
(6 | ) | 20 | 71 | 97 | 129 | 877 | 1,188 | (989 | ) | 199 | |||||||||||||||||||||||||
Commodity derivatives |
9,332 | 1,215 | 321 | 106 | 58 | 126 | 11,158 | (48 | ) | 11,110 | ||||||||||||||||||||||||||
Other contracts | 99 | 105 | 105 | 104 | 59 | | 472 | (88 | ) | 384 | ||||||||||||||||||||||||||
Total | 9,787 | 1,374 | 501 | 307 | 246 | 1,003 | 13,218 | (1,144 | ) | 12,074 |
FAIR VALUE MEASUREMENTS
The net carrying amounts of derivative contracts held at December 31, categorised according to the predominant source and nature of inputs used in determining the fair value of each contract, were as follows:
2015 |
$ MILLION | |||||||||||||||
|
Prices in active markets for identical assets/liabilities |
|
|
Other observable inputs |
|
|
Unobservable inputs |
|
Total | |||||||
Interest rate swaps | | 16 | | 16 | ||||||||||||
Forward foreign exchange contracts | | 136 | | 136 | ||||||||||||
Currency swaps and options | | (1,311 | ) | | (1,311 | ) | ||||||||||
Commodity derivatives | 10 | 2,070 | 321 | 2,401 | ||||||||||||
Other contracts | 5 | (119 | ) | 286 | 172 | |||||||||||
Total | 15 | 792 | 607 | 1,414 |
2014 |
$ MILLION | |||||||||||||||
|
Prices in active markets for identical assets/liabilities |
|
|
Other observable inputs |
|
|
Unobservable inputs |
|
Total | |||||||
Interest rate swaps | | 113 | | 113 | ||||||||||||
Forward foreign exchange contracts | | 145 | | 145 | ||||||||||||
Currency swaps | | 103 | | 103 | ||||||||||||
Commodity derivatives | (6 | ) | 2,410 | (51 | ) | 2,353 | ||||||||||
Other contracts | 6 | (359 | ) | 305 | (48 | ) | ||||||||||
Total | | 2,412 | 254 | 2,666 |
NET CARRYING AMOUNTS OF DERIVATIVE CONTRACTS MEASURED USING PREDOMINANTLY UNOBSERVABLE INPUTS |
$ MILLION |
2015 | 2014 | |||||||
At January 1 | 254 | (276 | ) | |||||
Net gains/(losses) recognised in revenue | 291 | (76 | ) | |||||
Purchases | (129 | ) | (313 | ) | ||||
Sales | 142 | 264 | ||||||
Recategorisations (net) | 72 | 687 | ||||||
Currency translation differences | (23 | ) | (32 | ) | ||||
At December 31 | 607 | 254 |
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
147
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CONSOLIDATED FINANCIAL STATEMENTS |
Included in net gains recognised in revenue for 2015 are unrealised net losses totalling $490 million relating to assets and liabilities held at December 31, 2015 (2014: $158 million unrealised net losses included in recognised net losses).
ISSUED AND FULLY PAID |
NUMBER OF SHARES |
Ordinary shares of 0.07 each | Sterling deferred shares of £1 each |
|||||||||||
A | B | |||||||||||
At January 1, 2015 | 3,907,302,393 | 2,440,410,614 | 50,000 | |||||||||
Scrip dividends | 96,336,688 | | | |||||||||
Repurchases of shares | (12,717,512 | ) | | | ||||||||
At December 31, 2015 | 3,990,921,569 | 2,440,410,614 | 50,000 | |||||||||
At January 1, 2014 | 3,898,011,213 | 2,472,839,187 | 50,000 | |||||||||
Scrip dividends | 64,568,758 | | | |||||||||
Repurchases of shares | (55,277,578 | ) | (32,428,573 | ) | | |||||||
At December 31, 2014 | 3,907,302,393 | 2,440,410,614 | 50,000 |
NOMINAL VALUE |
$ MILLION |
Ordinary shares of 0.07 each | Total | |||||||||||
A | B | |||||||||||
At January 1, 2015 | 334 | 206 | 540 | |||||||||
Scrip dividends | 7 | | 7 | |||||||||
Repurchases of shares | (1 | ) | | (1 | ) | |||||||
At December 31, 2015 | 340 | 206 | 546 | |||||||||
At January 1, 2014 | 333 | 209 | 542 | |||||||||
Scrip dividends | 6 | | 6 | |||||||||
Repurchases of shares | (5 | ) | (3 | ) | (8 | ) | ||||||
At December 31, 2014 | 334 | 206 | 540 |
The total nominal value of sterling deferred shares is less than $1 million.
At the Companys Annual General Meeting (AGM) on May 19, 2015, the Board was authorised to allot ordinary shares in the Company, and to grant rights to subscribe for or to convert any security into ordinary shares in the Company, up to an aggregate nominal amount of €147 million (representing 2,100 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 19, 2016, and the end of the AGM to be held in 2016, unless previously renewed, revoked or varied by the Company in a general meeting.
21 SHARE-BASED COMPENSATION PLANS AND SHARES HELD IN TRUST
SHARE-BASED COMPENSATION EXPENSE |
$ MILLION |
2015 | 2014 | 2013 | ||||||||||
Equity-settled plans | 621 | 517 | 549 | |||||||||
Cash-settled plans | 129 | 287 | 23 | |||||||||
Total | 750 | 804 | 572 |
The principal share-based employee compensation plans are the PSP and LTIP. Awards of shares and American Depository Shares (ADSs) of the Company under the PSP and LTIP are granted upon certain conditions to eligible employees. The actual amount of shares that may vest ranges from 0% to 200% of the awards, depending on the outcomes of prescribed performance conditions over a three-year period beginning on January 1 of the award year. Shares and ADSs vest for nil consideration.
148
|
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
CONSOLIDATED FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
[Note 21 continued]
SHARE AWARDS UNDER THE PSP AND LTIP |
| |||||||||||||||
|
Number of A shares (million) |
|
|
Number of B shares (million) |
|
|
Number of A ADSs (million) |
|
|
Weighted average remaining contractual life (years) |
| |||||
At January 1, 2015 | 33 | 11 | 9 | 1.0 | ||||||||||||
Granted | 13 | 5 | 4 | |||||||||||||
Vested | (10 | ) | (4 | ) | (3 | ) | ||||||||||
At December 31, 2015 | 36 | 12 | 10 | 1.0 | ||||||||||||
At January 1, 2014 | 30 | 11 | 9 | 1.0 | ||||||||||||
Granted | 12 | 4 | 3 | |||||||||||||
Vested | (9 | ) | (4 | ) | (3 | ) | ||||||||||
At December 31, 2014 | 33 | 11 | 9 | 1.0 |
Other plans offer employees opportunities to acquire shares and ADSs of the Company or receive cash benefits measured by reference to the Companys share price. Prior to the introduction in 2005 of the PSP, plans were operated under which options over shares and ADSs of the Company were awarded to eligible employees. The options have a range of expiry dates until 2016 and no additional expense to Shell arises in connection with them.
Shell employee share ownership trusts and trust-like entities purchase the Companys shares in the open market to meet delivery commitments under employee share plans. At December 31, 2015, they held 12.7 million A shares (2014: 23.4 million), 8.9 million B shares (2014: 12.7 million) and 6.1 million A ADSs (2014: 8.3 million).
$ MILLION | ||||||||||||||||||||||||
|
Merger reserve |
|
|
Share premium reserve |
|
|
Capital redemption reserve |
|
|
Share plan reserve |
|
|
Accumulated other comprehensive income |
|
Total | |||||||||
At January 1, 2015 |
3,405 | 154 | 83 | 1,723 | (19,730 | ) | (14,365 | ) | ||||||||||||||||
Other comprehensive loss attributable to Royal Dutch Shell plc shareholders |
| | | | (2,750 | ) | (2,750 | ) | ||||||||||||||||
Scrip dividends |
(7 | ) | | | | | (7 | ) | ||||||||||||||||
Repurchases of shares |
| | 1 | | | 1 | ||||||||||||||||||
Share-based compensation |
| | | (65 | ) | | (65 | ) | ||||||||||||||||
At December 31, 2015 |
3,398 | 154 | 84 | 1,658 | (22,480 | ) | (17,186 | ) | ||||||||||||||||
At January 1, 2014 |
3,411 | 154 | 75 | 1,871 | (7,548 | ) | (2,037 | ) | ||||||||||||||||
Other comprehensive loss attributable to Royal Dutch Shell plc shareholders |
| | | | (12,182 | ) | (12,182 | ) | ||||||||||||||||
Scrip dividends |
(6 | ) | | | | | (6 | ) | ||||||||||||||||
Repurchases of shares |
| | 8 | | | 8 | ||||||||||||||||||
Share-based compensation |
| | | (148 | ) | | (148 | ) | ||||||||||||||||
At December 31, 2014 |
3,405 | 154 | 83 | 1,723 | (19,730 | ) | (14,365 | ) | ||||||||||||||||
At January 1, 2013 |
3,423 | 154 | 63 | 2,028 | (9,420 | ) | (3,752 | ) | ||||||||||||||||
Other comprehensive income attributable to Royal Dutch Shell plc shareholders |
| | | | 1,872 | 1,872 | ||||||||||||||||||
Scrip dividends |
(12 | ) | | | | | (12 | ) | ||||||||||||||||
Repurchases of shares |
| | 12 | | | 12 | ||||||||||||||||||
Share-based compensation |
| | | (157 | ) | | (157 | ) | ||||||||||||||||
At December 31, 2013 |
3,411 | 154 | 75 | 1,871 | (7,548 | ) | (2,037 | ) |
The merger reserve and share premium reserve were established as a consequence of the Company 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 capital redemption reserve was established in connection with repurchases of shares of the Company. The share plan reserve is in respect of equity-settled share-based compensation plans (see Note 21), and the movement in 2015 is after deduction of tax of $nil (2014: $5 million reversal; 2013: $5 million deduction).
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
149
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CONSOLIDATED FINANCIAL STATEMENTS |
Accumulated other comprehensive income comprises the following:
2015 |
$ MILLION |
Jan 1 | Pre-tax | Tax | After tax | |
Share of joint ventures and associates |
|
|
Non- controlling interest |
|
|
Attributable to Royal Dutch Shell plc shareholders |
|
Dec 31 | |||||||||||||||||||
Currency translation differences | ||||||||||||||||||||||||||||||||
Recognised in other comprehensive income |
(7,170 | ) | 2 | (7,168 | ) | |||||||||||||||||||||||||||
Reclassified to income |
47 | | 47 | |||||||||||||||||||||||||||||
Net currency translation differences | (5,931 | ) | (7,123 | ) | 2 | (7,121 | ) | 2 | 110 | (7,009 | ) | (12,940 | ) | |||||||||||||||||||
Unrealised gains/(losses) on securities | ||||||||||||||||||||||||||||||||
Recognised in other comprehensive income |
(650 | ) | 4 | (646 | ) | |||||||||||||||||||||||||||
Reclassified to income |
(61 | ) | | (61 | ) | |||||||||||||||||||||||||||
Net unrealised gains/(losses) on securities | 2,112 | (711 | ) | 4 | (707 | ) | 4 | | (703 | ) | 1,409 | |||||||||||||||||||||
Cash flow hedging gains/(losses) | ||||||||||||||||||||||||||||||||
Recognised in other comprehensive income |
698 | (37 | ) | 661 | ||||||||||||||||||||||||||||
Reclassified to income |
(610 | ) | 10 | (600 | ) | |||||||||||||||||||||||||||
Net cash flow hedging gains/(losses) | 458 | 88 | (27 | ) | 61 | (46 | ) | | 15 | 473 | ||||||||||||||||||||||
Retirement benefits remeasurements | (16,369 | ) | 6,338 | (1,387 | ) | 4,951 | | (4 | ) | 4,947 | (11,422 | ) | ||||||||||||||||||||
Total | (19,730 | ) | (1,408 | ) | (1,408 | ) | (2,816 | ) | (40 | ) | 106 | (2,750 | ) | (22,480 | ) |
2014 |
$ MILLION |
Jan 1 | Pre-tax | Tax |
|
After tax |
|
|
Share of joint ventures and associates |
|
|
Non- controlling interest |
|
|
Attributable to Royal Dutch Shell plc shareholders |
|
Dec 31 | |||||||||||||||||
Currency translation differences | ||||||||||||||||||||||||||||||||
Recognised in other comprehensive income |
(4,832 | ) | (5 | ) | (4,837 | ) | ||||||||||||||||||||||||||
Reclassified to income |
(484 | ) | | (484 | ) | |||||||||||||||||||||||||||
Net currency translation differences | (551 | ) | (5,316 | ) | (5 | ) | (5,321 | ) | (112 | ) | 53 | (5,380 | ) | (5,931 | ) | |||||||||||||||||
Unrealised gains/(losses) on securities | ||||||||||||||||||||||||||||||||
Recognised in other comprehensive income |
(741 | ) | (12 | ) | (753 | ) | ||||||||||||||||||||||||||
Reclassified to income |
(44 | ) | | (44 | ) | |||||||||||||||||||||||||||
Net unrealised gains/(losses) on securities | 2,929 | (785 | ) | (12 | ) | (797 | ) | (20 | ) | | (817 | ) | 2,112 | |||||||||||||||||||
Cash flow hedging gains/(losses) | ||||||||||||||||||||||||||||||||
Recognised in other comprehensive income |
606 | (23 | ) | 583 | ||||||||||||||||||||||||||||
Reclassified to income |
(56 | ) | 1 | (55 | ) | |||||||||||||||||||||||||||
Net cash flow hedging gains/(losses) | (46 | ) | 550 | (22 | ) | 528 | (24 | ) | | 504 | 458 | |||||||||||||||||||||
Retirement benefits remeasurements | (9,880 | ) | (8,720 | ) | 2,238 | (6,482 | ) | | (7 | ) | (6,489 | ) | (16,369 | ) | ||||||||||||||||||
Total | (7,548 | ) | (14,271 | ) | 2,199 | (12,072 | ) | (156 | ) | 46 | (12,182 | ) | (19,730 | ) |
150
|
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
CONSOLIDATED FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
[Note 22 continued]
2013 |
$ MILLION | |||||||||||||||||||||||||||||||
Jan 1 | Pre-tax | Tax | |
After tax |
|
|
Share of joint ventures and associates |
|
|
Non- controlling interest |
|
|
Attributable to Royal Dutch Shell plc shareholders |
|
Dec 31 | |||||||||||||||||
Currency translation differences | ||||||||||||||||||||||||||||||||
Recognised in other comprehensive income |
(2,031 | ) | 123 | (1,908 | ) | |||||||||||||||||||||||||||
Reclassified to income |
(30 | ) | | (30 | ) | |||||||||||||||||||||||||||
Net currency translation differences | 1,466 | (2,061 | ) | 123 | (1,938 | ) | (210 | ) | 131 | (2,017 | ) | (551 | ) | |||||||||||||||||||
Unrealised gains/(losses) on securities | ||||||||||||||||||||||||||||||||
Recognised in other comprehensive income |
(123 | ) | 3 | (120 | ) | |||||||||||||||||||||||||||
Reclassified to income |
(46 | ) | | (46 | ) | |||||||||||||||||||||||||||
Net unrealised gains/(losses) on securities | 3,075 | (169 | ) | 3 | (166 | ) | 19 | 1 | (146 | ) | 2,929 | |||||||||||||||||||||
Cash flow hedging gains/(losses) | ||||||||||||||||||||||||||||||||
Recognised in other comprehensive income |
(47 | ) | 5 | (42 | ) | |||||||||||||||||||||||||||
Reclassified to income |
227 | (7 | ) | 220 | ||||||||||||||||||||||||||||
Net cash flow hedging gains/(losses) | (248 | ) | 180 | (2 | ) | 178 | 24 | | 202 | (46 | ) | |||||||||||||||||||||
Retirement benefits remeasurements | (13,713 | ) | 5,357 | (1,524 | ) | 3,833 | | | 3,833 | (9,880 | ) | |||||||||||||||||||||
Total | (9,420 | ) | 3,307 | (1,400 | ) | 1,907 | (167 | ) | 132 | 1,872 | (7,548 | ) |
INTERIM DIVIDENDS |
$ MILLION |
2015 | 2014 | 2013 | ||||||||||
A shares | ||||||||||||
Cash: $1.88 per share (2014: $1.86; 2013: $1.78) |
5,203 | 5,413 | 3,505 | |||||||||
Scrip: $1.88 per share (2014: $1.86; 2013: $1.78) |
2,154 | 1,866 | 3,282 | |||||||||
Total A shares | 7,357 | 7,279 | 6,787 | |||||||||
B shares | ||||||||||||
Cash: $1.88 per share (2014: $1.86; 2013: $1.78) |
4,167 | 4,031 | 3,693 | |||||||||
Scrip: $1.88 per share (2014: $1.86; 2013: $1.78) |
448 | 533 | 858 | |||||||||
Total B shares | 4,615 | 4,564 | 4,551 | |||||||||
Total | 11,972 | 11,843 | 11,338 |
In addition, on February 4, 2016, the Directors announced a further interim dividend in respect of 2015 of $0.47 per A share and $0.47 per B share. The total dividend is estimated to be $3,739 million and is payable on March 29, 2016, to shareholders, including former BG shareholders, on the registrar at February 19, 2016. Under the Scrip Dividend Programme, shareholders can elect to receive dividends in the form of A shares.
Dividends on A shares are by default paid in euros, although holders may elect to receive dividends in sterling. Dividends on B shares are by default paid in sterling, although holders may elect to receive dividends in euros. Dividends on ADSs are paid in dollars.
2015 | 2014 | 2013 | ||||||||||
Income attributable to Royal Dutch Shell plc shareholders ($ million) | 1,939 | 14,874 | 16,371 | |||||||||
Weighted average number of A and B shares used as the basis for determining: | ||||||||||||
Basic earnings per share (million) |
6,320.3 | 6,311.5 | 6,291.1 | |||||||||
Diluted earnings per share (million) |
6,393.8 | 6,311.6 | 6,293.4 |
Basic earnings per share are calculated by dividing the income attributable to Royal Dutch Shell plc shareholders for the year by the weighted average number of A and B shares outstanding during the year. The weighted average number of shares outstanding excludes shares held in trust.
Diluted earnings per share are based on the same income figures. The weighted average number of shares outstanding during the year is increased by dilutive shares related to share-based compensation plans.
Earnings per share are identical for A and B shares.
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
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CONSOLIDATED FINANCIAL STATEMENTS |
25 LEGAL PROCEEDINGS AND OTHER CONTINGENCIES
Pesticide litigation
Shell Oil Company (SOC), along with other agricultural chemical pesticide manufacturers and distributors, has been sued by public and quasi-public water purveyors alleging responsibility for groundwater contamination caused by applications of chemical pesticides. Most of these law suits assert various theories of strict liability and seek to recover actual damages, including water well treatment and remediation costs. All of the suits assert claims for punitive damages. There are approximately 30 such cases pending. Based on the claims asserted and SOCs track record with regard to amounts paid to resolve varying claims, management does not expect that the outcome of these suits pending at December 31, 2015, will have a material impact on Shell, although no assurance can be provided.
Nigerian litigation
Shell subsidiaries and associates operating in Nigeria are parties to various environmental and contractual disputes brought in the courts of Nigeria, England and the Netherlands. These disputes are at different stages in litigation, including at the appellate stage, where judgments have been rendered against Shell entities. If taken at face value, the aggregate amount of these judgments could be seen as material. Management, however, believes that the outcomes of these matters will ultimately be resolved in a manner favourable to Shell. While these matters are not expected to have a material impact on Shell, no assurance can be provided.
Other
In the ordinary course of business, Shell subsidiaries are subject to a number of other loss contingencies arising from litigation and claims brought by governmental and private parties. The operations and earnings of Shell subsidiaries continue, from time to time, to be affected to varying degrees by political, legislative, fiscal and regulatory developments, including those relating to the protection of the environment and indigenous groups in the countries in which they operate. The industries in which Shell subsidiaries are engaged are also subject to physical risks of various types. The nature and frequency of these developments and events, as well as their effect on future operations and earnings, are unpredictable. While these matters are not expected to have a material impact on Shell, no assurance can be provided.
EMPLOYEE EXPENSE |
$ MILLION |
2015 | 2014 | 2013 | ||||||||||
Remuneration | 12,558 | 13,092 | 12,047 | |||||||||
Social security contributions | 830 | 944 | 907 | |||||||||
Retirement benefits (see Note 17) | 2,984 | 1,516 | 2,849 | |||||||||
Share-based compensation (see Note 21) | 750 | 804 | 572 | |||||||||
Total | 17,122 | 16,356 | 16,375 |
AVERAGE EMPLOYEE NUMBERS |
THOUSAND |
2015 | 2014 | 2013 | ||||||||||
Upstream | 35 | 33 | 31 | |||||||||
Downstream | 43 | 47 | 48 | |||||||||
Corporate | 15 | 14 | 13 | |||||||||
Total | 93 | 94 | 92 |
Employees working in business service centres are included in the Corporate segment.
27 DIRECTORS AND SENIOR MANAGEMENT
REMUNERATION OF DIRECTORS OF THE COMPANY |
$ MILLION | |||||||||||
2015 | 2014 | 2013 | ||||||||||
Emoluments | 12 | 24 | 11 | |||||||||
Value of released awards under long-term incentive plans | 1 | 5 | 8 | |||||||||
Employer contributions to pension plans | 1 | 1 | 1 |
Emoluments comprise salaries and fees, annual bonuses (for the period for which performance is assessed) and other benefits. Emoluments in 2014 included $11 million for tax equalisation which arose mainly as a result of the promotion of the CEO. The value of released awards under long-term incentive plans for the period is in respect of the performance period ending in that year. In 2015, retirement benefits were accrued in respect of qualifying services under defined benefit plans by two Directors.
Further information on the remuneration of the Directors can be found in the Directors Remuneration Report on pages 86-97.
152
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FINANCIAL STATEMENTS AND SUPPLEMENTS
|
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CONSOLIDATED FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
[Note 27 continued]
DIRECTORS AND SENIOR MANAGEMENT EXPENSE |
$ MILLION | |||||||||||
2015 | 2014 | 2013 | ||||||||||
Short-term benefits | 21 | 43 | 24 | |||||||||
Retirement benefits | 4 | 4 | 5 | |||||||||
Share-based compensation | 19 | 18 | 23 | |||||||||
Termination and related amounts | | 5 | | |||||||||
Total | 44 | 70 | 52 |
Directors and Senior Management comprise members of the Executive Committee and the Non-executive Directors of the Company.
Short-term benefits comprise salaries and fees, annual bonuses delivered in cash (for the period for which performance is assessed), other benefits and employer social security contributions. Short-term benefits in 2014 included tax equalisation as described on the previous page. In addition, costs of $1 million were incurred in 2014 (2013: $6 million) in respect of additional employee levies in the Netherlands.
$ MILLION | ||||||||||||
2015 | 2014 | 2013 | ||||||||||
Fees in respect of the audit of the Consolidated and Parent Company Financial Statements, including audit of consolidation returns |
5 | 5 | 5 | |||||||||
Other audit fees, principally in respect of audits of accounts of subsidiaries | 46 | 45 | 41 | |||||||||
Total audit fees | 51 | 50 | 46 | |||||||||
Audit-related fees (for other services provided pursuant to legislation) | 2 | 2 | 1 | |||||||||
Fees in respect of non-audit services (principally for tax compliance) | | 1 | 1 | |||||||||
Total | 53 | 53 | 48 |
In addition, PricewaterhouseCoopers provides audit services to retirement benefit plans for employees of subsidiaries. Remuneration amounted to $1 million in 2015 (2014: $1 million; 2013: $1 million).
29 ACQUISITION OF BG GROUP PLC
On February 15, 2016, the Company acquired all the voting rights in BG by means of a Scheme of Arrangement under Part 26 of the Act for a purchase consideration of $54.0 billion. This comprised cash of £13.1 billion ($19.0 billion) and the fair value ($34.1 billion) of 218.7 million A shares and 1,305.1 million B shares issued in exchange for all BG shares, together with $0.9 billion reclassified from accumulated other comprehensive income representing the loss that arose on cash flow hedges in respect of the forecast cash consideration. The fair value of the shares issued was calculated using the market price of the Companys A and B shares of 1,545.0 and 1,538.5 pence, respectively, on the London Stock Exchange at its opening of business on February 15, 2016.
BGs activities mainly comprise exploration, development, production, liquefaction and marketing of hydrocarbons, the development and use of LNG import facilities, and the purchase, shipping and sale of LNG and regasified natural gas. The acquisition is expected to accelerate Shells growth strategy in global LNG and deep water. It is expected to add material proved oil and gas reserves and production volumes, and provides Shell with enhanced positions in competitive new oil and gas projects, particularly in Australia LNG and Brazil deep water.
The fair value of the net assets acquired and any resultant goodwill to be recognised as a result of the acquisition have not yet been determined. Access to information required to assess the market participant value to be assigned to individual assets acquired and liabilities assumed at the date of acquisition was necessarily limited in the period prior to the signing of these Consolidated Financial Statements.
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
153
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
The information set out on pages 153-170 is referred to as unaudited as a means of clarifying that it is not covered by the audit opinion of the independent registered public accounting firm that has audited and reported on the Consolidated Financial Statements.
PROVED RESERVES
Proved reserves estimates are calculated pursuant to the US Securities and Exchange Commission (SEC) Rules and the Financial Accounting Standard Boards Topic 932. Proved reserves can be either developed or undeveloped. The definitions used are in accordance with the SEC Rule 4-10 (a) of Regulation S-X. We include proved reserves associated with future production that will be consumed in operations.
Proved reserves shown are net of any quantities of crude oil or natural gas that are expected to be (or could be) taken as royalties in kind. Proved reserves outside North America include quantities that will be settled as royalties in cash. Proved reserves include certain quantities of crude oil or natural gas that will be produced under arrangements that involve Shell subsidiaries, joint ventures and associates in risks and rewards but do not transfer title of the product to those entities.
The impact of the reclassification of certain entities, consistent with the change in their accounting treatment as a result of the adoption of IFRS 11 Joint Arrangements with effect from January 1, 2013, resulted in a decrease in the Shell share of joint ventures and associates proved reserves during 2013 and a corresponding increase in Shell subsidiaries proved reserves. These effects are referred to as IFRS 11 reclassification on pages 157, 161 and 164.
Subsidiaries proved reserves at December 31, 2015, were divided into 72% developed and 28% undeveloped on a barrel of oil equivalent basis. For the Shell share of joint ventures and associates, the proved reserves at December 31, 2015, were divided into 78% developed and 22% undeveloped on a barrel of oil equivalent basis.
Proved reserves are recognised under various forms of contractual agreements. Shells proved reserves volumes at December 31, 2015, present in agreements such as production-sharing contracts, tax/variable royalty contracts or other forms of economic entitlement contracts, where the Shell share of reserves can vary with commodity prices, were 3,169 million barrels of crude oil and natural gas liquids, and 13,474 thousand million standard cubic feet (scf) of natural gas.
Proved reserves cannot be measured exactly because estimation of reserves involves subjective judgement (see Risk factors on page 09 and our Proved reserves assurance process below). These estimates remain subject to revision and are unaudited supplementary information.
PROVED RESERVES ASSURANCE PROCESS
A central group of reserves experts, who on average have around 28 years experience in the oil and gas industry, undertake the primary assurance of the proved reserves bookings. This group of experts is part of the Resources Assurance and Reporting (RAR) organisation within Shell. A Vice President with 34 years experience in the oil and gas industry currently heads the RAR organisation. He is a member of the Society of Petroleum Engineers and holds a diploma of Ingénieur Civil des Ponts et Chaussées de France. The RAR organisation reports directly to an Executive Vice President of Finance, who is a member of the Upstream Reserves Committee (URC). The URC is a multidisciplinary committee consisting of senior representatives from the Finance, Legal, Projects & Technology and Upstream organisations. The URC reviews and endorses all major (larger than 20 million barrels of oil equivalent) proved reserves bookings and endorses the total aggregated proved reserves. Final approval of all proved reserves bookings remains with Shells Executive Committee. The Internal Audit function also provides secondary assurance through audits of the control framework.
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FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
CRUDE OIL, NATURAL GAS LIQUIDS, SYNTHETIC CRUDE OIL AND BITUMEN
Shell subsidiaries estimated net proved reserves of crude oil, natural gas liquids, synthetic crude oil and bitumen at the end of the year; their share of the net proved reserves of joint ventures and associates at the end of the year; and the changes in such reserves during the year are set out on pages 155-157.
Significant changes in proved developed and undeveloped reserves of crude oil, natural gas liquids, synthetic crude oil and bitumen are discussed below.
Proved reserves 2015-2014
SHELL SUBSIDIARIES
Europe
The net decrease of 97 million barrels in revisions and reclassifications resulted from field performance studies and development activities in Italy and the UK.
Asia
The net increase of 149 million barrels in revisions and reclassifications resulted mainly from increased PSC entitlement share in Iraq and Qatar due to the lower yearly average price.
Africa
The net increase of 50 million barrels in revisions and reclassifications resulted from field performance updates, development activities and increased PSC entitlement share due to the lower yearly average price. The decrease of 76 million barrels from sales of minerals in place resulted from divestment of assets in Nigeria.
USA
The net decrease of 61 million barrels in revisions and reclassifications resulted from field performance updates, development activities, and the lower yearly average price (early economic truncation and de-booking of uneconomic prior year proved undeveloped reserves).
Canada
The net increase of 204 million barrels in synthetic crude oil revisions and reclassifications resulted from reductions in variable royalties due to the lower yearly average price. The net decrease of 420 million barrels in bitumen revisions and reclassifications resulted from the cessation of the Carmon Creek project.
Proved reserves 2014-2013
SHELL SUBSIDIARIES
Europe
The net decrease of 129 million barrels in revisions and reclassifications resulted from field performance studies and development activities. The reservoir performance analyses and updates in fields resulted in a worse performance than previously estimated in the UK and a better performance than historically predicted in Norway.
Asia
The net increase of 120 million barrels in revisions and reclassifications resulted from field performance studies and development activities. The reservoir performance analyses and updates in fields resulted in many relatively small contributions from fields in Iraq, Malaysia, Oman and Russia.
Africa
The net increase of 126 million barrels in revisions and reclassifications resulted from field performance studies and development activities. The reservoir performance analyses and updates in fields resulted in reserves volumes increases in our operations in Egypt, Gabon and Nigeria.
USA
The net decrease of 169 million barrels in revisions and reclassifications resulted from field performance studies and development activities. Reservoir performance analyses and updates in fields resulted in reserves volume decreases for the Mars, Stones and Ursa deep-water fields in the Gulf of Mexico and for the Permian project. The Na Kika Coulomb deep-water field in the Gulf of Mexico benefited from a better than predicted reservoir performance.
Canada
The net increase of 81 million barrels in synthetic crude oil revisions and reclassifications resulted from field performance studies and development activities at the Athabasca Oil Sands Projects Muskeg River and Jackpine mines.
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
155
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
PROVED DEVELOPED AND UNDEVELOPED RESERVES 2015 |
MILLION BARRELS |
Europe | Asia | Oceania | Africa | North America | South America |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
USA | Canada | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
All products |
| ||||||||||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
579 | 1,306 | 128 | 691 | 711 | 44 | 1,763 | 428 | 63 | 3,522 | 1,763 | 428 | 5,713 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Revisions and reclassifications |
(97 | ) | 149 | 6 | 50 | (61 | ) | (25 | ) | 204 | (420 | ) | 7 | 29 | 204 | (420 | ) | (187 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Improved recovery |
| | | | 4 | | | | | 4 | | | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Extensions and discoveries |
| | | | 10 | 12 | 26 | | | 22 | 26 | | 48 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchases of minerals in place |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales of minerals in place |
| | | (76 | ) | | | | | | (76 | ) | | | (76 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Production [A] |
(65 | ) | (169 | ) | (8 | ) | (86 | ) | (104 | ) | (9 | ) | (52 | ) | (5 | ) | (14 | ) | (455 | ) | (52 | ) | (5 | ) | (512 | ) | ||||||||||||||||||||||||||||||||||||||||
At December 31 |
417 | 1,286 | 126 | 579 | 560 | 22 | 1,941 | 3 | 56 | 3,046 | 1,941 | 3 | 4,990 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shell share of joint ventures and associates [B] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
29 | 376 | 12 | | | | | | | 417 | | | 417 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Revisions and reclassifications |
(17 | ) | (49 | ) | 1 | | | | | | | (65 | ) | | | (65 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
Improved recovery |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Extensions and discoveries |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchases of minerals in place |
| | 2 | | | | | | | 2 | | | 2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales of minerals in place |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Production |
(1 | ) | (37 | ) | (3 | ) | | | | | | | (41 | ) | | | (41 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
At December 31 |
11 | 290 | 12 | | | | | | | 313 | | | 313 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | 428 | 1,576 | 138 | 579 | 560 | 22 | 1,941 | 3 | 56 | 3,359 | 1,941 | 3 | 5,303 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Reserves attributable to non-controlling interest in Shell subsidiaries at December 31 |
| | | 7 | | | | | | 7 | | | 7 |
[A] Includes 2 million barrels consumed in operations for synthetic crude oil.
[B] Oceania includes Shells 14% share of Woodside Petroleum Limited (Woodside), a publicly listed company on the Australian Securities Exchange. We have no direct access to data from Woodside, consequently the proved reserves are based on our best assessment.
PROVED DEVELOPED RESERVES 2015 |
MILLION BARRELS |
Europe | Asia | Oceania | Africa | North America | South America |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
USA | Canada | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
All products |
| ||||||||||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
350 | 947 | 41 | 534 | 494 | 26 | 1,273 | 9 | 51 | 2,443 | 1,273 | 9 | 3,725 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
At December 31 |
220 | 972 | 36 | 437 | 455 | 20 | 1,405 | 3 | 44 | 2,184 | 1,405 | 3 | 3,592 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shell share of joint ventures and associates [A] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
22 | 222 | 10 | | | | | | | 254 | | | 254 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
At December 31 |
5 | 204 | 9 | | | | | | | 218 | | | 218 |
[A] Oceania includes Shells 14% share of Woodside, a publicly listed company on the Australian Securities Exchange. We have no direct access to data from Woodside, consequently the proved reserves are based on our best assessment.
PROVED UNDEVELOPED RESERVES 2015 |
MILLION BARRELS |
Europe | Asia | Oceania | Africa | North America | South America |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
USA | Canada | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
All products |
| ||||||||||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
229 | 359 | 87 | 157 | 217 | 18 | 490 | 419 | 12 | 1,079 | 490 | 419 | 1,988 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
At December 31 |
197 | 314 | 90 | 142 | 105 | 2 | 536 | | 12 | 862 | 536 | | 1,398 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shell share of joint ventures and associates [A] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
7 | 154 | 2 | | | | | | | 163 | | | 163 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
At December 31 |
6 | 86 | 3 | | | | | | | 95 | | | 95 |
[A] Oceania includes Shells 14% share of Woodside, a publicly listed company on the Australian Securities Exchange. We have no direct access to data from Woodside, consequently the proved reserves are based on our best assessment.
156
|
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
[Crude oil, natural gas liquids, synthetic crude oil and bitumen continued]
PROVED DEVELOPED AND UNDEVELOPED RESERVES 2014 |
MILLION BARRELS |
Europe | Asia | Oceania | Africa | North America | South America |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
USA | Canada | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
All products |
| ||||||||||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
769 | 1,343 | 139 | 651 | 991 | 29 | 1,731 | 422 | 95 | 4,017 | 1,731 | 422 | 6,170 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Revisions and reclassifications |
(129 | ) | 120 | 2 | 126 | (169 | ) | 3 | 81 | 17 | (7 | ) | (54 | ) | 81 | 17 | 44 | |||||||||||||||||||||||||||||||||||||||||||||||||
Improved recovery |
| | | 9 | | | | | | 9 | | | 9 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Extensions and discoveries |
| 5 | 1 | 8 | 18 | 21 | | 1 | 13 | 66 | | 1 | 67 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchases of minerals in place |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales of minerals in place |
| | (5 | ) | (15 | ) | (30 | ) | (1 | ) | | (6 | ) | (21 | ) | (72 | ) | | (6 | ) | (78 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Production [A] |
(61 | ) | (162 | ) | (9 | ) | (88 | ) | (99 | ) | (8 | ) | (49 | ) | (6 | ) | (17 | ) | (444 | ) | (49 | ) | (6 | ) | (499 | ) | ||||||||||||||||||||||||||||||||||||||||
At December 31 |
579 | 1,306 | 128 | 691 | 711 | 44 | 1,763 | 428 | 63 | 3,522 | 1,763 | 428 | 5,713 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shell share of joint ventures and associates [B] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
29 | 381 | 24 | | | | | | 17 | 451 | | | 451 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Revisions and reclassifications |
2 | 33 | | | | | | | (17 | ) | 18 | | | 18 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Improved recovery |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Extensions and discoveries |
| 1 | | | | | | | | 1 | | | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchases of minerals in place |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales of minerals in place |
| | (8 | ) | | | | | | | (8 | ) | | | (8 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Production |
(2 | ) | (39 | ) | (4 | ) | | | | | | | (45 | ) | | | (45 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
At December 31 |
29 | 376 | 12 | | | | | | | 417 | | | 417 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | 608 | 1,682 | 140 | 691 | 711 | 44 | 1,763 | 428 | 63 | 3,939 | 1,763 | 428 | 6,130 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Reserves attributable to non-controlling interest in Shell subsidiaries at December 31 |
| | | 9 | | | | | | 9 | | | 9 |
[A] Includes 2 million barrels consumed in operations for synthetic crude oil.
[B] Oceania includes Shells 14% share of Woodside from June 2014 (previously 23%) a publicly listed company on the Australian Securities Exchange. We have no direct access to data from Woodside, consequently the proved reserves are based on our best assessment.
PROVED DEVELOPED RESERVES 2014 |
MILLION BARRELS |
Europe | Asia | Oceania | Africa | North America | South America |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
USA | Canada | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
All products |
| ||||||||||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
396 | 942 | 48 | 453 | 440 | 21 | 1,299 | 13 | 59 | 2,359 | 1,299 | 13 | 3,671 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
At December 31 |
350 | 947 | 41 | 534 | 494 | 26 | 1,273 | 9 | 51 | 2,443 | 1,273 | 9 | 3,725 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shell share of joint ventures and associates [A] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
22 | 316 | 23 | | | | | | 15 | 376 | | | 376 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
At December 31 |
22 | 222 | 10 | | | | | | | 254 | | | 254 |
[A] Oceania includes Shells 14% share of Woodside from June 2014 (previously: 23%), a publicly listed company on the Australian Securities Exchange. We have no direct access to data from Woodside, consequently the proved reserves are based on our best assessment.
PROVED UNDEVELOPED RESERVES 2014 |
MILLION BARRELS |
Europe | Asia | Oceania | Africa | North America | South America |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
USA | Canada | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
All products |
| ||||||||||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
373 | 401 | 91 | 198 | 551 | 8 | 432 | 409 | 36 | 1,658 | 432 | 409 | 2,499 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
At December 31 |
229 | 359 | 87 | 157 | 217 | 18 | 490 | 419 | 12 | 1,079 | 490 | 419 | 1,988 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shell share of joint ventures and associates [A] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
7 | 65 | 1 | | | | | | 2 | 75 | | | 75 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
At December 31 |
7 | 154 | 2 | | | | | | | 163 | | | 163 |
A] Oceania includes Shells 14% share of Woodside from June 2014 (previously: 23%), a publicly listed company on the Australian Securities Exchange. We have no direct access to data from Woodside, consequently the proved reserves are based on our best assessment.
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
157
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
PROVED DEVELOPED AND UNDEVELOPED RESERVES 2013 |
MILLION BARRELS |
Europe | Asia | Oceania | Africa | North America | South America |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
USA | Canada | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
All products |
| ||||||||||||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
769 | 1,191 | 146 | 688 | 609 | 33 | 1,763 | 49 | 69 | 3,505 | 1,763 | 49 | 5,317 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
IFRS 11 reclassification |
| 84 | | | 294 | | | | | 378 | | | 378 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revisions and reclassifications |
39 | 205 | 6 | 38 | 14 | (2 | ) | 16 | (30 | ) | 8 | 308 | 16 | (30 | ) | 294 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Improved recovery |
| 1 | | | 1 | | | 410 | | 2 | | 410 | 412 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Extensions and discoveries |
| 11 | | 4 | 158 | 6 | | | 3 | 182 | | | 182 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchases of minerals in place |
24 | | | | 1 | | | | 23 | 48 | | | 48 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales of minerals in place |
| | (4 | ) | | | | | | | (4 | ) | | | (4 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Production [A] |
(63 | ) | (149 | ) | (9 | ) | (79 | ) | (86 | ) | (8 | ) | (48 | ) | (7 | ) | (8 | ) | (402 | ) | (48 | ) | (7 | ) | (457 | ) | ||||||||||||||||||||||||||||||||||||||||||
At December 31 |
769 | 1,343 | 139 | 651 | 991 | 29 | 1,731 | 422 | 95 | 4,017 | 1,731 | 422 | 6,170 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shell share of joint ventures and associates [B] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
24 | 515 | 28 | | 294 | | | | 18 | 879 | | | 879 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
IFRS 11 reclassification |
| (84 | ) | | | (294 | ) | | | | | (378 | ) | | | (378 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Revisions and reclassifications |
7 | 47 | 1 | | | | | | 2 | 57 | | | 57 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Improved recovery |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Extensions and discoveries |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchases of minerals in place |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales of minerals in place |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Production |
(2 | ) | (97 | ) | (5 | ) | | | | | | (3 | ) | (107 | ) | | | (107 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
At December 31 |
29 | 381 | 24 | | | | | | 17 | 451 | | | 451 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | 798 | 1,724 | 163 | 651 | 991 | 29 | 1,731 | 422 | 112 | 4,468 | 1,731 | 422 | 6,621 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reserves attributable to non-controlling interest in Shell subsidiaries at December 31 |
| | | 10 | | | | | | 10 | | | 10 |
[A] Includes 2 million barrels consumed in operations for synthetic crude oil.
[B] Oceania includes Shells 23% share of Woodside, a publicly listed company on the Australian Securities Exchange. We have limited access to data from Woodside, consequently the proved reserves are based on our best assessment.
PROVED DEVELOPED RESERVES 2013 |
MILLION BARRELS |
Europe | Asia[A] | Oceania | Africa | North America | South America |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
USA[A] | Canada | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
All products |
| ||||||||||||||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
425 | 817 | 34 | 496 | 283 | 28 | 1,271 | 18 | 31 | 2,114 | 1,271 | 18 | 3,403 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At December 31 |
396 | 942 | 48 | 453 | 440 | 21 | 1,299 | 13 | 59 | 2,359 | 1,299 | 13 | 3,671 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shell share of joint ventures and associates [B] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
23 | 460 | 19 | | 217 | | | | 17 | 736 | | | 736 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At December 31 |
22 | 316 | 23 | | | | | | 15 | 376 | | | 376 |
[A] As a result of the adoption of IFRS 11 Joint Arrangements with effect from January 1, 2013, proved developed reserves of 81 million barrels in Asia and 217 million barrels in the USA were reclassified during 2013 from the Shell share of joint ventures and associates proved developed reserves to Shell subsidiaries proved developed reserves.
[B] Oceania includes Shells 23% share of Woodside, a publicly listed company on the Australian Securities Exchange. We have limited access to data from Woodside, consequently the proved reserves are based on our best assessment.
PROVED UNDEVELOPED RESERVES 2013 |
MILLION BARRELS |
Europe | Asia[A] | Oceania | Africa | North America | South America |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
USA[A] | Canada | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
Oil and NGL |
|
|
Oil and NGL |
|
|
Synthetic crude oil |
|
Bitumen | |
All products |
| ||||||||||||||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
344 | 374 | 112 | 192 | 326 | 5 | 492 | 31 | 38 | 1,391 | 492 | 31 | 1,914 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At December 31 |
373 | 401 | 91 | 198 | 551 | 8 | 432 | 409 | 36 | 1,658 | 432 | 409 | 2,499 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shell share of joint ventures and associates [B] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At January 1 |
1 | 55 | 9 | | 77 | | | | 1 | 143 | | | 143 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At December 31 |
7 | 65 | 1 | | | | | | 2 | 75 | | | 75 |
[A] As a result of the adoption of IFRS 11 Joint Arrangements with effect from January 1, 2013, proved undeveloped reserves of 3 million barrels in Asia and 77 million barrels in the USA were reclassified during 2013 from the Shell share of joint ventures and associates proved undeveloped reserves to Shell subsidiaries proved undeveloped reserves.
B] Oceania includes Shells 23% share of Woodside, a publicly listed company on the Australian Securities Exchange. We have limited access to data from Woodside, consequently the proved reserves are based on our best assessment.
158
|
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
NATURAL GAS
Shell subsidiaries estimated net proved reserves of natural gas at the end of the year; their share of the net proved reserves of joint ventures and associates at the end of the year; and the changes in such reserves during the year are set out on pages 159-161. Volumes are not adjusted to standard heat content. Apart from integrated projects, volumes of gas are reported on an as-sold basis. The price used to calculate future revenue and cash flows from proved gas reserves is the contract price or the 12-month average on as-sold volumes. Volumes associated with integrated projects are those measured at a designated transfer point between the Upstream and Downstream portions of the integrated project. Natural gas volumes are converted into oil equivalent using a factor of 5,800 scf per barrel. Significant changes in natural gas proved developed and undeveloped reserves are discussed below.
Proved reserves 2015-2014
SHELL SUBSIDIARIES
Asia
The net increase of 1,385 thousand million scf in revisions and reclassifications resulted mainly from increased PSC entitlement share in Qatar due to the lower yearly average price.
USA
The net decrease of 587 thousand million scf in revisions and reclassifications was mainly the result of early economic field cut-off and previously booked proved undeveloped reserves no longer meeting the economic limit test due to the lower yearly average price.
Canada
The net decrease of 581 thousand million scf in revisions and reclassifications was mainly the result of early economic field cut-off and previously booked proved undeveloped reserves no longer meeting the economic limit test due to the lower yearly average price.
SHELL SHARE OF JOINT VENTURES AND ASSOCIATES
Asia
The net decrease of 214 thousand million scf in revisions and reclassifications resulted mainly from field performance updates and development activities in Brunei.
Proved reserves 2014-2013
SHELL SUBSIDIARIES
Asia
The net increase of 630 thousand million scf in revisions and reclassifications resulted from field performance studies and development activities. The reservoir performance analyses and updates in multiple fields supported continuing better performance than historically predicted in Malaysia, Brunei and other countries.
Oceania
The sales of minerals in place of 325 thousand million scf resulted from the divestment of Wheatstone-lago.
Africa
The net increase of 621 thousand million scf in revisions and reclassifications resulted from field performance studies and development activities. The reservoir performance analyses and updates in multiple fields supported continuing better performance than historically predicted in Nigeria and Gabon.
USA
The purchase of minerals in place of 287 thousand million scf resulted from the acquisition of properties in Appalachia from Ultra Petroleum. Sales of minerals in place of 578 thousand million scf resulted from the sale of our interests in Pinedale, Eagle Ford and Haynesville.
Canada
The increase of 449 thousand million scf in extensions and discoveries resulted predominantly from extensions in tight-gas operations in Groundbirch, Fox Creek and Deep Basin East.
SHELL SHARE OF JOINT VENTURES AND ASSOCIATES
Asia
The net increase of 455 thousand million scf in revisions and reclassifications resulted from field performance studies and development activities. The reservoir performance analyses and updates in multiple fields supported continuing better performance than historically predicted in Russia, Brunei and other countries.
Oceania
The sales of minerals in place of 354 thousand million scf resulted from the reduction in our shareholding in Woodside from 23% to 14%.
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
159
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
PROVED DEVELOPED AND UNDEVELOPED RESERVES 2015 |
|
THOUSAND MILLION STANDARD CUBIC FEET | ||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | Asia | Oceania | Africa | USA | Canada | Total | ||||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||
At January 1 |
4,430 | 10,071 | 5,575 | 2,621 | 1,561 | 1,611 | 48 | 25,917 | ||||||||||||||||||||||||
Revisions and reclassifications |
(61 | ) | 1,385 | 41 | 5 | (587 | ) | (581 | ) | 11 | 213 | |||||||||||||||||||||
Improved recovery |
| | | | 1 | | | 1 | ||||||||||||||||||||||||
Extensions and discoveries |
| | | 4 | 59 | 175 | | 238 | ||||||||||||||||||||||||
Purchases of minerals in place |
| | | | | 2 | | 2 | ||||||||||||||||||||||||
Sales of minerals in place |
(19 | ) | | | (115 | ) | (5 | ) | | | (139 | ) | ||||||||||||||||||||
Production [A] |
(502 | ) | (764 | ) | (205 | ) | (279 | ) | (275 | ) | (252 | ) | (16 | ) | (2,293 | ) | ||||||||||||||||
At December 31 |
3,848 | 10,692 | 5,411 | 2,236 | 754 | 955 | 43 | 23,939 | ||||||||||||||||||||||||
Shell share of joint ventures and associates [B] | ||||||||||||||||||||||||||||||||
At January 1 |
7,866 | 6,030 | 503 | | | | | 14,399 | ||||||||||||||||||||||||
Revisions and reclassifications |
92 | (214 | ) | 23 | | | | | (99 | ) | ||||||||||||||||||||||
Improved recovery |
6 | | | | | | | 6 | ||||||||||||||||||||||||
Extensions and discoveries |
11 | | | | | | | 11 | ||||||||||||||||||||||||
Purchases of minerals in place |
| | 84 | | | | | 84 | ||||||||||||||||||||||||
Sales of minerals in place |
| | | | | | | | ||||||||||||||||||||||||
Production [C] |
(437 | ) | (453 | ) | (75 | ) | | | | | (965 | ) | ||||||||||||||||||||
At December 31 |
7,538 | 5,363 | 535 | | | | | 13,436 | ||||||||||||||||||||||||
Total | 11,386 | 16,055 | 5,946 | 2,236 | 754 | 955 | 43 | 37,375 | ||||||||||||||||||||||||
Reserves attributable to non-controlling interest in Shell subsidiaries at December 31 |
| 2 | | 3 | | | | 5 |
[A] Includes 145 thousand million standard cubic feet consumed in operations.
[B] Oceania includes Shells 14% share of Woodside, a publicly listed company on the Australian Securities Exchange. We have no direct access to data from Woodside, consequently the proved reserves are based on our best assessment.
[C] Includes 55 thousand million standard cubic feet consumed in operations.
PROVED DEVELOPED RESERVES 2015 |
|
THOUSAND MILLION STANDARD CUBIC FEET | ||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | Asia | Oceania | Africa | USA | Canada | Total | ||||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||
At January 1 |
3,774 | 9,114 | 1,398 | 1,162 | 1,275 | 939 | 42 | 17,704 | ||||||||||||||||||||||||
At December 31 |
3,471 | 9,920 | 1,234 | 1,386 | 572 | 636 | 37 | 17,256 | ||||||||||||||||||||||||
Shell share of joint ventures and associates [A] | ||||||||||||||||||||||||||||||||
At January 1 |
6,386 | 4,501 | 433 | | | | | 11,320 | ||||||||||||||||||||||||
At December 31 |
5,933 | 4,301 | 420 | | | | | 10,654 |
[A] Oceania includes Shells 14% share of Woodside, a publicly listed company on the Australian Securities Exchange. We have no direct access to data from Woodside, consequently the proved reserves are based on our best assessment.
PROVED UNDEVELOPED RESERVES 2015 |
|
THOUSAND MILLION STANDARD CUBIC FEET | ||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | Asia | Oceania | Africa | USA | Canada | Total | ||||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||
At January 1 |
656 | 957 | 4,177 | 1,459 | 286 | 672 | 6 | 8,213 | ||||||||||||||||||||||||
At December 31 |
377 | 772 | 4,177 | 850 | 182 | 319 | 6 | 6,683 | ||||||||||||||||||||||||
Shell share of joint ventures and associates [A] | ||||||||||||||||||||||||||||||||
At January 1 |
1,480 | 1,529 | 70 | | | | | 3,079 | ||||||||||||||||||||||||
At December 31 |
1,605 | 1,062 | 115 | | | | | 2,782 |
A] Oceania includes Shells 14% share of Woodside, a publicly listed company on the Australian Securities Exchange. We have no direct access to data from Woodside, consequently the proved reserves are based on our best assessment.
160
|
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
[Natural gas continued]
PROVED DEVELOPED AND UNDEVELOPED RESERVES 2014 |
|
THOUSAND MILLION STANDARD CUBIC FEET | ||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | Asia | Oceania | Africa | USA | Canada | Total | ||||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||
At January 1 |
4,767 | 10,170 | 6,092 | 2,257 | 2,199 | 1,500 | 74 | 27,059 | ||||||||||||||||||||||||
Revisions and reclassifications |
175 | 630 | (20 | ) | 621 | (46 | ) | (5 | ) | (11 | ) | 1,344 | ||||||||||||||||||||
Improved recovery |
| | | | | | | | ||||||||||||||||||||||||
Extensions and discoveries |
| 82 | 46 | 61 | 73 | 449 | 8 | 719 | ||||||||||||||||||||||||
Purchases of minerals in place |
| | | | 287 | | | 287 | ||||||||||||||||||||||||
Sales of minerals in place |
| | (325 | ) | (10 | ) | (578 | ) | (100 | ) | (8 | ) | (1,021 | ) | ||||||||||||||||||
Production [A] |
(512 | ) | (811 | ) | (218 | ) | (308 | ) | (374 | ) | (233 | ) | (15 | ) | (2,471 | ) | ||||||||||||||||
At December 31 |
4,430 | 10,071 | 5,575 | 2,621 | 1,561 | 1,611 | 48 | 25,917 | ||||||||||||||||||||||||
Shell share of joint ventures and associates [B] | ||||||||||||||||||||||||||||||||
At January 1 |
8,508 | 5,991 | 909 | | | | 6 | 15,414 | ||||||||||||||||||||||||
Revisions and reclassifications |
(60 | ) | 455 | 34 | | | | (6 | ) | 423 | ||||||||||||||||||||||
Improved recovery |
| | | | | | | | ||||||||||||||||||||||||
Extensions and discoveries |
6 | 26 | 11 | | | | | 43 | ||||||||||||||||||||||||
Purchases of minerals in place |
| | | | | | | | ||||||||||||||||||||||||
Sales of minerals in place |
| | (354 | ) | | | | | (354 | ) | ||||||||||||||||||||||
Production [C] |
(588 | ) | (442 | ) | (97 | ) | | | | | (1,127 | ) | ||||||||||||||||||||
At December 31 |
7,866 | 6,030 | 503 | | | | | 14,399 | ||||||||||||||||||||||||
Total | 12,296 | 16,101 | 6,078 | 2,621 | 1,561 | 1,611 | 48 | 40,316 | ||||||||||||||||||||||||
Reserves attributable to non-controlling interest in Shell subsidiaries at December 31 |
| 3 | | 6 | | | | 9 |
[A] Includes 162 thousand million standard cubic feet consumed in operations.
[B] Oceania includes Shells 14% share of Woodside from June 2014 (previously: 23%), a publicly listed company on the Australian Securities Exchange. We have no direct access to data from Woodside, consequently the proved reserves are based on our best assessment.
[C] Includes 58 thousand million standard cubic feet consumed in operations.
PROVED DEVELOPED RESERVES 2014 |
|
THOUSAND MILLION STANDARD CUBIC FEET | ||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | Asia | Oceania | Africa | USA | Canada | Total | ||||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||
At January 1 |
3,942 | 9,132 | 1,621 | 946 | 1,492 | 908 | 48 | 18,089 | ||||||||||||||||||||||||
At December 31 |
3,774 | 9,114 | 1,398 | 1,162 | 1,275 | 939 | 42 | 17,704 | ||||||||||||||||||||||||
Shell share of joint ventures and associates [A] | ||||||||||||||||||||||||||||||||
At January 1 |
6,856 | 4,894 | 806 | | | | 4 | 12,560 | ||||||||||||||||||||||||
At December 31 |
6,386 | 4,501 | 433 | | | | | 11,320 |
[A] Oceania includes Shells 14% share of Woodside from June 2014 (previously:23%), a publicly listed company on the Australian Securities Exchange. We have no direct access to data from Woodside, consequently the proved reserves are based on our best assessment.
PROVED UNDEVELOPED RESERVES 2014 |
|
THOUSAND MILLION STANDARD CUBIC FEET | ||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | Asia | Oceania | Africa | USA | Canada | Total | ||||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||
At January 1 |
825 | 1,038 | 4,471 | 1,311 | 707 | 592 | 26 | 8,970 | ||||||||||||||||||||||||
At December 31 |
656 | 957 | 4,177 | 1,459 | 286 | 672 | 6 | 8,213 | ||||||||||||||||||||||||
Shell share of joint ventures and associates [A] | ||||||||||||||||||||||||||||||||
At January 1 |
1,652 | 1,097 | 103 | | | | 2 | 2,854 | ||||||||||||||||||||||||
At December 31 |
1,480 | 1,529 | 70 | | | | | 3,079 |
A] Oceania includes Shells 14% share of Woodside from June 2014 (previously:23%), a publicly listed company on the Australian Securities Exchange. We have no direct access to data from Woodside, consequently the proved reserves are based on our best assessment.
FINANCIAL STATEMENTS AND SUPPLEMENTS
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SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
PROVED DEVELOPED AND UNDEVELOPED RESERVES 2013 |
|
THOUSAND MILLION STANDARD CUBIC FEET | ||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | Asia | Oceania | Africa | USA | Canada | Total | ||||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||
At January 1 |
5,021 | 10,220 | 5,571 | 2,241 | 2,265 | 1,011 | 95 | 26,424 | ||||||||||||||||||||||||
IFRS 11 reclassification |
| 15 | | | 87 | | | 102 | ||||||||||||||||||||||||
Revisions and reclassifications |
229 | 695 | 778 | 197 | (4 | ) | 236 | (26 | ) | 2,105 | ||||||||||||||||||||||
Improved recovery |
| | | | | 160 | | 160 | ||||||||||||||||||||||||
Extensions and discoveries |
13 | 5 | | 86 | 250 | 344 | 11 | 709 | ||||||||||||||||||||||||
Purchases of minerals in place |
38 | | | | 8 | | 8 | 54 | ||||||||||||||||||||||||
Sales of minerals in place |
| | (55 | ) | | | | | (55 | ) | ||||||||||||||||||||||
Production [A] |
(534 | ) | (765 | ) | (202 | ) | (267 | ) | (407 | ) | (251 | ) | (14 | ) | (2,440 | ) | ||||||||||||||||
At December 31 |
4,767 | 10,170 | 6,092 | 2,257 | 2,199 | 1,500 | 74 | 27,059 | ||||||||||||||||||||||||
Shell share of joint ventures and associates [B] | ||||||||||||||||||||||||||||||||
At January 1 |
9,147 | 6,091 | 1,039 | | 87 | | 4 | 16,368 | ||||||||||||||||||||||||
IFRS 11 reclassification |
| (15 | ) | | | (87 | ) | | | (102 | ) | |||||||||||||||||||||
Revisions and reclassifications |
92 | 350 | (20 | ) | | | | 3 | 425 | |||||||||||||||||||||||
Improved recovery |
| | | | | | | | ||||||||||||||||||||||||
Extensions and discoveries |
| 12 | | | | | | 12 | ||||||||||||||||||||||||
Purchases of minerals in place |
| | | | | | | | ||||||||||||||||||||||||
Sales of minerals in place |
| | | | | | | | ||||||||||||||||||||||||
Production [C] |
(731 | ) | (447 | ) | (110 | ) | | | | (1 | ) | (1,289 | ) | |||||||||||||||||||
At December 31 |
8,508 | 5,991 | 909 | | | | 6 | 15,414 | ||||||||||||||||||||||||
Total | 13,275 | 16,161 | 7,001 | 2,257 | 2,199 | 1,500 | 80 | 42,473 | ||||||||||||||||||||||||
Reserves attributable to non-controlling interest in Shell subsidiaries at December 31 |
| 6 | | 6 | | | | 12 |
[A] Includes 153 thousand million standard cubic feet consumed in operations.
[B] Oceania includes Shells 23% share of Woodside, a publicly listed company on the Australian Securities Exchange. We have limited access to data from Woodside, consequently the proved reserves are based on our best assessment.
[C] Includes 63 thousand million standard cubic feet consumed in operations.
PROVED DEVELOPED RESERVES 2013 |
|
THOUSAND MILLION STANDARD CUBIC FEET | ||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | Asia | [A] | Oceania | Africa | USA | [A] | Canada | Total | ||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||
At January 1 |
4,192 | 9,366 | 843 | 1,012 | 1,607 | 872 | 81 | 17,973 | ||||||||||||||||||||||||
At December 31 |
3,942 | 9,132 | 1,621 | 946 | 1,492 | 908 | 48 | 18,089 | ||||||||||||||||||||||||
Shell share of joint ventures and associates [B] | ||||||||||||||||||||||||||||||||
At January 1 |
7,407 | 5,088 | 581 | | 67 | | 3 | 13,146 | ||||||||||||||||||||||||
At December 31 |
6,856 | 4,894 | 806 | | | | 4 | 12,560 |
[A] As a result of the adoption of IFRS 11 Joint Arrangements with effect from January 1, 2013, proved developed reserves of 14 thousand million standard cubic feet in Asia and 67 thousand million standard cubic feet in the USA were reclassified during 2013 from the Shell share of joint ventures and associates proved developed reserves to Shell subsidiaries proved developed reserves.
[B] Oceania includes Shells 23% share of Woodside, a publicly listed company on the Australian Securities Exchange. We have limited access to data from Woodside, consequently the proved reserves are based on our best assessment.
PROVED UNDEVELOPED RESERVES 2013 |
|
THOUSAND MILLION STANDARD CUBIC FEET | ||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | Asia | [A] | Oceania | Africa | USA | [A] | Canada | Total | ||||||||||||||||||||||||
Shell subsidiaries | ||||||||||||||||||||||||||||||||
At January 1 |
829 | 854 | 4,728 | 1,229 | 658 | 139 | 14 | 8,451 | ||||||||||||||||||||||||
At December 31 |
825 | 1,038 | 4,471 | 1,311 | 707 | 592 | 26 | 8,970 | ||||||||||||||||||||||||
Shell share of joint ventures and associates [B] | ||||||||||||||||||||||||||||||||
At January 1 |
1,740 | 1,003 | 458 | | 20 | | 1 | 3,222 | ||||||||||||||||||||||||
At December 31 |
1,652 | 1,097 | 103 | | | | 2 | 2,854 |
[A] As a result of the adoption of IFRS 11 Joint Arrangements with effect from January 1, 2013, proved undeveloped reserves of 1 thousand million standard cubic feet in Asia and 20 thousand million standard cubic feet in the USA were reclassified during 2013 from the Shell share of joint ventures and associates proved undeveloped reserves to Shell subsidiaries proved undeveloped reserves.
B] Oceania includes Shells 23% share of Woodside, a publicly listed company on the Australian Securities Exchange. We have limited access to data from Woodside, consequently the proved reserves are based on our best assessment.
162
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|
|||||
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
STANDARDISED MEASURE OF DISCOUNTED FUTURE CASH FLOWS
The SEC Form 20-F requires the disclosure of a standardised measure of discounted future net cash flows, relating to estimated net proved reserves quantities and based on a 12-month unweighted arithmetic average sales price, calculated on a first-day-of-the-month basis, with cost factors based on those at the end of each year, currently enacted tax rates and a 10% annual discount factor. In our view, the information so calculated does not provide a reliable measure of future cash flows from proved reserves, nor does it permit a realistic comparison to be made of one entity with another because the assumptions used cannot reflect the varying circumstances within each entity. In addition, a substantial but unknown proportion of future real cash flows from oil and gas production activities is expected to derive from reserves which have already been discovered, but which cannot yet be regarded as proved.
Standardised measure of discounted future cash flows relating to proved reserves at December 31
2015 SHELL SUBSIDIARIES |
|
$ MILLION | ||||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||||
Europe | Asia | Oceania | Africa | USA | Canada | Total | ||||||||||||||||||||||||||||
Future cash inflows | 46,910 | 83,549 | 36,644 | 35,856 | 28,755 | 81,957 | 2,264 | 315,935 | ||||||||||||||||||||||||||
Future production costs | 21,526 | 25,494 | 11,690 | 17,470 | 21,480 | 60,449 | 1,728 | 159,837 | ||||||||||||||||||||||||||
Future development costs | 12,003 | 12,730 | 12,987 | 6,344 | 10,930 | 17,983 | 898 | 73,875 | ||||||||||||||||||||||||||
Future tax expenses | 7,660 | 15,926 | 1,407 | 6,357 | 864 | 1,099 | 86 | 33,399 | ||||||||||||||||||||||||||
Future net cash flows | 5,721 | 29,399 | 10,560 | 5,685 | (4,519 | ) | 2,426 | (448 | ) | 48,824 | ||||||||||||||||||||||||
Effect of discounting cash flows at 10% | 1,870 | 14,181 | 5,894 | 1,372 | (2,394 | ) | 2,241 | (221 | ) | 22,943 | ||||||||||||||||||||||||
Standardised measure of discounted future net cash flows |
3,851 | 15,218 | 4,666 | 4,313 | (2,125 | )[A] | 185 | (227 | )[A] | 25,881 | ||||||||||||||||||||||||
Non-controlling interest included | | (1 | ) | | (149 | )[A] | | | | (150 | ) |
[A] While proved reserves are economically producible at the 2015 yearly average price, the standardised measure of discounted future net cash flows is negative for those proved reserves at December 31, 2015, due to addition of overhead, tax and abandonment costs.
2015 SHELL SHARE OF JOINT VENTURES AND ASSOCIATES |
|
$ MILLION | ||||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||||
Europe | Asia | Oceania | [A] | Africa | USA | Canada | Total | |||||||||||||||||||||||||||
Future cash inflows | 45,488 | 43,271 | 5,261 | | | | | 94,020 | ||||||||||||||||||||||||||
Future production costs | 27,279 | 19,566 | 1,055 | | | | | 47,900 | ||||||||||||||||||||||||||
Future development costs | 1,513 | 7,449 | 492 | | | | | 9,454 | ||||||||||||||||||||||||||
Future tax expenses | 4,121 | 6,384 | 1,121 | | | | | 11,626 | ||||||||||||||||||||||||||
Future net cash flows | 12,575 | 9,872 | 2,593 | | | | | 25,040 | ||||||||||||||||||||||||||
Effect of discounting cash flows at 10% | 9,597 | 3,393 | 1,087 | | | | | 14,077 | ||||||||||||||||||||||||||
Standardised measure of discounted future net cash flows |
2,978 | 6,479 | 1,506 | | | | | 10,963 |
[A] Includes Shells 14% share of Woodside, a publicly listed company on the Australian Securities Exchange. We have no direct access to data from Woodside, consequently the proved reserves are based on our best assessment.
2014 SHELL SUBSIDIARIES |
|
$ MILLION | ||||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||||
Europe | Asia | Oceania | Africa | USA | Canada | Total | ||||||||||||||||||||||||||||
Future cash inflows | 94,201 | 154,314 | 59,407 | 77,122 | 72,537 | 190,183 | 5,573 | 653,337 | ||||||||||||||||||||||||||
Future production costs | 37,786 | 36,742 | 14,296 | 29,978 | 42,784 | 100,074 | 3,173 | 264,833 | ||||||||||||||||||||||||||
Future development costs | 14,154 | 15,729 | 12,629 | 7,214 | 15,584 | 33,495 | 1,450 | 100,255 | ||||||||||||||||||||||||||
Future tax expenses | 25,692 | 43,303 | 6,607 | 25,207 | 5,299 | 14,730 | 778 | 121,616 | ||||||||||||||||||||||||||
Future net cash flows | 16,569 | 58,540 | 25,875 | 14,723 | 8,870 | 41,884 | 172 | 166,633 | ||||||||||||||||||||||||||
Effect of discounting cash flows at 10% | 5,493 | 27,974 | 14,997 | 4,825 | 1,583 | 33,365 | (231 | ) | 88,006 | |||||||||||||||||||||||||
Standardised measure of discounted future net cash flows |
11,076 | 30,566 | 10,878 | 9,898 | 7,287 | 8,519 | 403 | 78,627 | ||||||||||||||||||||||||||
Non-controlling interest included | | (5 | ) | | 59 | | | | 54 |
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
163
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
2014 SHELL SHARE OF JOINT VENTURES AND ASSOCIATES |
|
$ MILLION | ||||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||||
Europe | Asia | Oceania | [A] | Africa | USA | Canada | Total | |||||||||||||||||||||||||||
Future cash inflows | 60,397 | 92,756 | 11,370 | | | | | 164,523 | ||||||||||||||||||||||||||
Future production costs | 42,656 | 37,961 | 3,021 | | | | | 83,638 | ||||||||||||||||||||||||||
Future development costs | 1,631 | 10,089 | 2,580 | | | | | 14,300 | ||||||||||||||||||||||||||
Future tax expenses | 6,005 | 16,368 | 1,708 | | | | | 24,081 | ||||||||||||||||||||||||||
Future net cash flows | 10,105 | 28,338 | 4,061 | | | | | 42,504 | ||||||||||||||||||||||||||
Effect of discounting cash flows at 10% | 4,953 | 12,218 | 1,989 | | | | | 19,160 | ||||||||||||||||||||||||||
Standardised measure of discounted future net cash flows |
5,152 | 16,120 | 2,072 | | | | | 23,344 |
[A] Includes Shells 14% share of Woodside from June 2014 (previously: 23%), a publicly listed company on the Australian Securities Exchange. We have no direct access to data from Woodside, consequently the proved reserves are based on our best assessment.
2013 SHELL SUBSIDIARIES |
$ MILLION |
North America | South America |
|||||||||||||||||||||||||||||||||
Europe | Asia | Oceania | Africa | USA | Canada | Total | ||||||||||||||||||||||||||||
Future cash inflows | 129,740 | 162,149 | 67,288 | 77,958 | 103,657 | 180,827 | 9,025 | 730,644 | ||||||||||||||||||||||||||
Future production costs | 45,084 | 35,001 | 15,304 | 27,452 | 56,457 | 93,964 | 4,698 | 277,960 | ||||||||||||||||||||||||||
Future development costs | 17,186 | 14,259 | 17,863 | 8,473 | 24,653 | 27,806 | 1,285 | 111,525 | ||||||||||||||||||||||||||
Future tax expenses | 42,490 | 46,960 | 7,271 | 25,774 | 8,397 | 15,214 | 1,291 | 147,397 | ||||||||||||||||||||||||||
Future net cash flows | 24,980 | 65,929 | 26,850 | 16,259 | 14,150 | 43,843 | 1,751 | 193,762 | ||||||||||||||||||||||||||
Effect of discounting cash flows at 10% | 9,145 | 30,238 | 18,838 | 5,460 | 4,768 | 34,056 | (42 | ) | 102,463 | |||||||||||||||||||||||||
Standardised measure of discounted future net cash flows |
15,835 | 35,691 | 8,012 | 10,799 | 9,382 | 9,787 | 1,793 | 91,299 | ||||||||||||||||||||||||||
Non-controlling interest included | | 5 | | 188 | | | | 193 |
2013 SHELL SHARE OF JOINT VENTURES AND ASSOCIATES |
$ MILLION |
North America | South America |
|||||||||||||||||||||||||||||||||
Europe | Asia | Oceania | [A] | Africa | USA | Canada | Total | |||||||||||||||||||||||||||
Future cash inflows | 73,876 | 94,675 | 13,572 | | | | 1,682 | 183,805 | ||||||||||||||||||||||||||
Future production costs | 55,680 | 41,504 | 3,040 | | | | 696 | 100,920 | ||||||||||||||||||||||||||
Future development costs | 1,751 | 8,517 | 3,744 | | | | 55 | 14,067 | ||||||||||||||||||||||||||
Future tax expenses | 6,203 | 17,286 | 2,004 | | | | 494 | 25,987 | ||||||||||||||||||||||||||
Future net cash flows | 10,242 | 27,368 | 4,784 | | | | 437 | 42,831 | ||||||||||||||||||||||||||
Effect of discounting cash flows at 10% | 4,097 | 11,669 | 1,753 | | | | 132 | 17,651 | ||||||||||||||||||||||||||
Standardised measure of discounted future net cash flows | 6,145 | 15,699 | 3,031 | | | | 305 | 25,180 |
[A] Includes Shells 23% share of Woodside, a publicly listed company on the Australian Securities Exchange. We have limited access to data; accordingly, the numbers are estimated.
164
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FINANCIAL STATEMENTS AND SUPPLEMENTS
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|||||
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
[Standardised measure of discounted future cash flows]
Change in standardised measure of discounted future net cash flows relating to proved reserves
2015 |
$ MILLION | |||||||||||
|
Shell subsidiaries |
|
|
Shell share of joint ventures |
|
Total | ||||||
At January 1 | 78,627 | 23,344 | 101,971 | |||||||||
Net changes in prices and production costs | (123,966 | ) | (19,098 | ) | (143,064 | ) | ||||||
Revisions of previous reserves estimates | 7,672 | (1,255 | ) | 6,417 | ||||||||
Extensions, discoveries and improved recovery | 297 | 7 | 304 | |||||||||
Purchases and sales of minerals in place | (1,706 | ) | 218 | (1,488 | ) | |||||||
Development cost related to future production | 4,329 | 927 | 5,256 | |||||||||
Sales and transfers of oil and gas, net of production costs | (18,930 | ) | (4,383 | ) | (23,313 | ) | ||||||
Development cost incurred during the year | 17,818 | 1,463 | 19,281 | |||||||||
Accretion of discount | 13,837 | 3,188 | 17,025 | |||||||||
Net change in income tax | 47,903 | 6,552 | 54,455 | |||||||||
At December 31 | 25,881 | 10,963 | 36,844 |
2014 |
$ MILLION | |||||||||||
|
Shell subsidiaries |
|
|
Shell share of joint ventures |
|
Total | ||||||
At January 1 | 91,299 | 25,180 | 116,479 | |||||||||
Net changes in prices and production costs | (22,475 | ) | 1,025 | (21,450 | ) | |||||||
Revisions of previous reserves estimates | 6,451 | (28 | ) | 6,423 | ||||||||
Extensions, discoveries and improved recovery | 2,837 | 191 | 3,028 | |||||||||
Purchases and sales of minerals in place | (2,551 | ) | (1,497 | ) | (4,048 | ) | ||||||
Development cost related to future production | (9,372 | ) | (1,362 | ) | (10,734 | ) | ||||||
Sales and transfers of oil and gas, net of production costs | (40,495 | ) | (7,401 | ) | (47,896 | ) | ||||||
Development cost incurred during the year | 22,619 | 1,350 | 23,969 | |||||||||
Accretion of discount | 16,367 | 3,670 | 20,037 | |||||||||
Net change in income tax | 13,947 | 2,216 | 16,163 | |||||||||
At December 31 | 78,627 | 23,344 | 101,971 |
2013 |
$ MILLION | |||||||||||
|
Shell subsidiaries |
|
|
Shell share of joint ventures and associates |
|
Total | ||||||
At January 1 | 85,078 | 33,846 | 118,924 | |||||||||
IFRS 11 reclassification | 6,884 | (6,884 | ) | | ||||||||
Net changes in prices and production costs | (7,375 | ) | 1,636 | (5,739 | ) | |||||||
Revisions of previous reserves estimates | 11,142 | 1,984 | 13,126 | |||||||||
Extensions, discoveries and improved recovery | 8,744 | | 8,744 | |||||||||
Purchases and sales of minerals in place | 1,145 | | 1,145 | |||||||||
Development cost related to future production | (24,747 | ) | (1,275 | ) | (26,022 | ) | ||||||
Sales and transfers of oil and gas, net of production costs | (40,244 | ) | (13,891 | ) | (54,135 | ) | ||||||
Development cost incurred during the year | 24,816 | 1,620 | 26,436 | |||||||||
Accretion of discount | 17,273 | 3,883 | 21,156 | |||||||||
Net change in income tax | 8,583 | 4,261 | 12,844 | |||||||||
At December 31 | 91,299 | 25,180 | 116,479 |
FINANCIAL STATEMENTS AND SUPPLEMENTS
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165
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
OIL AND GAS EXPLORATION AND PRODUCTION ACTIVITIES CAPITALISED COSTS
The aggregate amount of property, plant and equipment and intangible assets relating to oil and gas exploration and production activities, and the aggregate amount of the related depreciation, depletion and amortisation at December 31, are shown in the tables below.
Shell subsidiaries
$ MILLION | ||||||||
2015 | 2014 | |||||||
Cost | ||||||||
Proved properties [A] |
231,768 | 228,532 | ||||||
Unproved properties |
27,928 | 30,161 | ||||||
Support equipment and facilities |
5,717 | 6,325 | ||||||
265,413 | 265,018 | |||||||
Depreciation, depletion and amortisation | ||||||||
Proved properties [A] |
118,575 | 113,943 | ||||||
Unproved properties |
8,295 | 3,867 | ||||||
Support equipment and facilities |
3,000 | 2,741 | ||||||
129,870 | 120,551 | |||||||
Net capitalised costs | 135,543 | 144,467 |
[A] Includes capitalised asset decommissioning and restoration costs and related depreciation.
Shell share of joint ventures and associates
$ MILLION | ||||||||
2015 | 2014 | |||||||
Cost | ||||||||
Proved properties [A] |
44,003 | 42,524 | ||||||
Unproved properties |
3,698 | 3,504 | ||||||
Support equipment and facilities |
3,724 | 3,596 | ||||||
51,425 | 49,624 | |||||||
Depreciation, depletion and amortisation | ||||||||
Proved properties [A] |
25,014 | 22,916 | ||||||
Unproved properties |
156 | 78 | ||||||
Support equipment and facilities | 2,124 | 1,834 | ||||||
27,294 | 24,828 | |||||||
Net capitalised costs | 24,131 | 24,796 |
[A] Includes capitalised asset decommissioning and restoration costs and related depreciation.
166
|
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
OIL AND GAS EXPLORATION AND PRODUCTION ACTIVITIES COSTS INCURRED
Costs incurred during the year in oil and gas property acquisition, exploration and development activities, whether capitalised or charged to income currently, are shown in the tables below. Development costs include capitalised asset decommissioning and restoration costs and exclude costs of acquiring support equipment and facilities, but include depreciation thereon.
Shell subsidiaries
2015 |
|
$ MILLION | ||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | [A] | Asia | Oceania | Africa | USA | Other[B] | Total | |||||||||||||||||||||||||
Acquisition of properties | ||||||||||||||||||||||||||||||||
Proved |
2 | 3 | | | 2 | 86 | | 93 | ||||||||||||||||||||||||
Unproved |
1 | 1 | | | 135 | 30 | 10 | 177 | ||||||||||||||||||||||||
Exploration | 360 | 822 | 198 | 376 | 3,433 | 554 | 542 | 6,285 | ||||||||||||||||||||||||
Development | 3,777 | 2,703 | 3,760 | 2,829 | 5,720 | 1,747 | 80 | 20,616 |
[A] Includes Greenland.
[B] Comprises Canada and Mexico.
2014 |
|
$ MILLION | ||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | [A] | Asia | Oceania | Africa | USA | Canada | Total | |||||||||||||||||||||||||
Acquisition of properties | ||||||||||||||||||||||||||||||||
Proved |
2 | 57 | | 132 | 36 | | 10 | 237 | ||||||||||||||||||||||||
Unproved |
| 97 | | 221 | 401 | 37 | 136 | 892 | ||||||||||||||||||||||||
Exploration | 680 | 1,339 | 415 | 254 | 2,546 | 851 | 717 | 6,802 | ||||||||||||||||||||||||
Development | 5,139 | 3,189 | 5,111 | 2,717 | 6,482 | 2,437 | 409 | 25,484 |
[A] Includes Greenland.
2013 |
|
$ MILLION | ||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe[A] | Asia | Oceania | Africa | USA | Canada | Total | ||||||||||||||||||||||||||
Acquisition of properties | ||||||||||||||||||||||||||||||||
Proved |
290 | 20 | | 1 | 51 | | 684 | 1,046 | ||||||||||||||||||||||||
Unproved |
29 | 168 | 9 | 62 | 416 | 293 | 1,364 | 2,341 | ||||||||||||||||||||||||
Exploration | 752 | 1,493 | 448 | 504 | 3,496 | 1,400 | 592 | 8,685 | ||||||||||||||||||||||||
Development | 4,309 | 3,225 | 5,720 | 2,293 | 5,314 | 1,742 | 830 | 23,433 |
[A] Includes Greenland.
Shell share of joint ventures and associates
Joint ventures and associates did not incur costs in the acquisition of oil and gas properties in 2015, 2014 or 2013.
2015 |
$ MILLION | |||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | Asia | Oceania | Africa | USA | Canada | Total | ||||||||||||||||||||||||||
Exploration | 40 | 132 | 125 | | | | | 297 | ||||||||||||||||||||||||
Development | 254 | 2,434 | 854 | | | | | 3,542 |
2014 |
$ MILLION | |||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | Asia | Oceania | Africa | USA | Canada | Total | ||||||||||||||||||||||||||
Exploration | 18 | 181 | 162 | | | | | 361 | ||||||||||||||||||||||||
Development | 220 | 3,430 | 143 | | | | | 3,793 |
2013 |
$ MILLION | |||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | Asia | Oceania | Africa | USA | Canada | Total | ||||||||||||||||||||||||||
Exploration | 42 | 272 | 321 | | | | 13 | 648 | ||||||||||||||||||||||||
Development | 169 | 2,545 | 293 | | | | 23 | 3,030 |
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
167
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
OIL AND GAS EXPLORATION AND PRODUCTION ACTIVITIES EARNINGS
The results of operations for oil and gas producing activities are shown in the tables below.
Shell subsidiaries
2015 |
$ MILLION | |||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | [A] | Asia | Oceania | Africa | USA | Other | [B] | Total | ||||||||||||||||||||||||
Revenue | ||||||||||||||||||||||||||||||||
Third parties |
1,866 | 2,577 | 1,202 | 1,174 | 567 | 53 | 85 | 7,524 | ||||||||||||||||||||||||
Sales between businesses |
5,707 | 8,040 | 418 | 3,737 | 4,941 | 4,045 | 535 | 27,423 | ||||||||||||||||||||||||
Total | 7,573 | 10,617 | 1,620 | 4,911 | 5,508 | 4,098 | 620 | 34,947 | ||||||||||||||||||||||||
Production costs excluding taxes | 2,490 | 2,163 | 541 | 1,570 | 3,039 | 2,612 | 343 | 12,758 | ||||||||||||||||||||||||
Taxes other than income tax [C] | 128 | 435 | 115 | 347 | 79 | | 63 | 1,167 | ||||||||||||||||||||||||
Exploration | 261 | 1,255 | 195 | 161 | 3,336 | 164 | 347 | 5,719 | ||||||||||||||||||||||||
Depreciation, depletion and amortisation |
2,769 | 3,047 | 478 | 1,733 | 6,259 | 6,570 | 687 | 21,543 | ||||||||||||||||||||||||
Other costs/(income) | 779 | 1,465 | 226 | (1,441 | ) | 668 | 2,172 | 232 | 4,101 | |||||||||||||||||||||||
Earnings before taxation | 1,146 | 2,252 | 65 | 2,541 | (7,873 | ) | (7,420 | ) | (1,052 | ) | (10,341 | ) | ||||||||||||||||||||
Taxation charge/(credit) | 418 | 2,516 | 429 | 866 | (2,907 | ) | (1,815 | ) | 278 | (215 | ) | |||||||||||||||||||||
Earnings after taxation | 728 | (264 | ) | (364 | ) | 1,675 | (4,966 | ) | (5,605 | ) | (1,330 | ) | (10,126 | ) |
[A] Includes Greenland.
[B] Comprises Canada and Mexico.
[C] Includes cash-paid royalties to governments outside North America.
2014 |
$ MILLION | |||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | [A] | Asia | Oceania | Africa | USA | Canada | Total | |||||||||||||||||||||||||
Revenue | ||||||||||||||||||||||||||||||||
Third parties |
2,808 | 4,914 | 1,867 | 3,004 | 1,078 | 202 | 126 | 13,999 | ||||||||||||||||||||||||
Sales between businesses |
7,869 | 13,973 | 990 | 6,516 | 9,903 | 7,399 | 1,376 | 48,026 | ||||||||||||||||||||||||
Total | 10,677 | 18,887 | 2,857 | 9,520 | 10,981 | 7,601 | 1,502 | 62,025 | ||||||||||||||||||||||||
Production costs excluding taxes | 2,831 | 2,282 | 599 | 2,032 | 3,440 | 3,367 | 482 | 15,033 | ||||||||||||||||||||||||
Taxes other than income tax [B] | 264 | 948 | 216 | 836 | 198 | | 165 | 2,627 | ||||||||||||||||||||||||
Exploration | 457 | 1,331 | 232 | 307 | 1,549 | 88 | 260 | 4,224 | ||||||||||||||||||||||||
Depreciation, depletion and amortisation |
1,772 | 3,341 | 427 | 2,037 | 6,576 | 1,709 | 475 | 16,337 | ||||||||||||||||||||||||
Other costs/(income) | 766 | 2,058 | (2,123 | ) | 129 | 845 | 2,137 | 78 | 3,890 | |||||||||||||||||||||||
Earnings before taxation | 4,587 | 8,927 | 3,506 | 4,179 | (1,627 | ) | 300 | 42 | 19,914 | |||||||||||||||||||||||
Taxation charge/(credit) | 3,362 | 6,800 | 2,113 | 2,404 | (654 | ) | 60 | 157 | 14,242 | |||||||||||||||||||||||
Earnings after taxation | 1,225 | 2,127 | 1,393 | 1,775 | (973 | ) | 240 | (115 | ) | 5,672 |
[A] Includes Greenland.
[B] Includes cash-paid royalties to governments outside North America.
2013 |
$ MILLION | |||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | [A] | Asia | Oceania | Africa | USA | Canada | Total | |||||||||||||||||||||||||
Revenue | ||||||||||||||||||||||||||||||||
Third parties |
4,116 | 5,535 | 1,982 | 2,690 | 3,416 | 52 | 64 | 17,855 | ||||||||||||||||||||||||
Sales between businesses |
8,420 | 17,538 | 1,038 | 6,873 | 7,232 | 7,354 | 684 | 49,139 | ||||||||||||||||||||||||
Total | 12,536 | 23,073 | 3,020 | 9,563 | 10,648 | 7,406 | 748 | 66,994 | ||||||||||||||||||||||||
Production costs excluding taxes | 2,656 | 1,762 | 481 | 1,753 | 3,336 | 3,303 | 378 | 13,669 | ||||||||||||||||||||||||
Taxes other than income tax [B] | 328 | 1,254 | 231 | 963 | 223 | | 85 | 3,084 | ||||||||||||||||||||||||
Exploration | 627 | 1,082 | 396 | 354 | 1,790 | 312 | 717 | 5,278 | ||||||||||||||||||||||||
Depreciation, depletion and amortisation |
1,400 | 2,268 | 423 | 1,276 | 7,858 | 2,366 | 160 | 15,751 | ||||||||||||||||||||||||
Other costs | 1,052 | 3,713 | 40 | 419 | 1,395 | 2,129 | 124 | 8,872 | ||||||||||||||||||||||||
Earnings before taxation | 6,473 | 12,994 | 1,449 | 4,798 | (3,954 | ) | (704 | ) | (716 | ) | 20,340 | |||||||||||||||||||||
Taxation charge/(credit) | 4,843 | 10,251 | 486 | 3,093 | (1,461 | ) | (231 | ) | 71 | 17,052 | ||||||||||||||||||||||
Earnings after taxation | 1,630 | 2,743 | 963 | 1,705 | (2,493 | ) | (473 | ) | (787 | ) | 3,288 |
[A] Includes Greenland.
[B] Includes cash-paid royalties to governments outside North America.
168
|
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
Shell share of joint ventures and associates
2015 |
$ MILLION | |||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | Asia | Oceania | [A] | Africa | USA | Canada | Total | |||||||||||||||||||||||||
Third party revenue | 2,764 | 5,177 | 632 | | | | | 8,573 | ||||||||||||||||||||||||
Total | 2,764 | 5,177 | 632 | | | | | 8,573 | ||||||||||||||||||||||||
Production costs excluding taxes | 382 | 745 | 215 | | | | | 1,342 | ||||||||||||||||||||||||
Taxes other than income tax [B] | 1,253 | 877 | 31 | | | | | 2,161 | ||||||||||||||||||||||||
Exploration | 21 | 20 | 42 | | | | | 83 | ||||||||||||||||||||||||
Depreciation, depletion and amortisation | 196 | 1,463 | 1,114 | | | | | 2,773 | ||||||||||||||||||||||||
Other costs | 221 | 580 | 11 | | | | | 812 | ||||||||||||||||||||||||
Earnings before taxation | 691 | 1,492 | (781 | ) | | | | | 1,402 | |||||||||||||||||||||||
Taxation charge | 237 | 242 | 19 | | | | | 498 | ||||||||||||||||||||||||
Earnings after taxation | 454 | 1,250 | (800 | ) | | | | | 904 |
[A] Includes Shells 14% share of Woodside, a publicly listed company on the Australian Securities Exchange. We have limited access to data; accordingly, the numbers are estimated.
[B] Includes cash-paid royalties to governments outside North America.
2014 |
$ MILLION | |||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | Asia | Oceania | [A] | Africa | USA | Canada | Total | |||||||||||||||||||||||||
Third party revenue | 4,966 | 8,811 | 1,292 | | | | | 15,069 | ||||||||||||||||||||||||
Total | 4,966 | 8,811 | 1,292 | | | | | 15,069 | ||||||||||||||||||||||||
Production costs excluding taxes | 434 | 829 | 272 | | | | | 1,535 | ||||||||||||||||||||||||
Taxes other than income tax [B] | 2,634 | 2,518 | 24 | | | | | 5,176 | ||||||||||||||||||||||||
Exploration | 22 | 83 | 66 | | | | 18 | 189 | ||||||||||||||||||||||||
Depreciation, depletion and amortisation | 198 | 1,117 | 373 | | | | | 1,688 | ||||||||||||||||||||||||
Other costs/(income) | (6 | ) | 643 | 96 | | | | 258 | 991 | |||||||||||||||||||||||
Earnings before taxation | 1,684 | 3,621 | 461 | | | | (276 | ) | 5,490 | |||||||||||||||||||||||
Taxation charge | 608 | 1,256 | 190 | | | | | 2,054 | ||||||||||||||||||||||||
Earnings after taxation | 1,076 | 2,365 | 271 | | | | (276 | ) | 3,436 |
[A] Includes Shells 14% share of Woodside from June 2014 (previously: 23%), a publicly listed company on the Australian Securities Exchange. We have limited access to data; accordingly, the numbers are estimated.
[B] Includes cash-paid royalties to governments outside North America.
2013 |
$ MILLION | |||||||||||||||||||||||||||||||
North America | South America |
|||||||||||||||||||||||||||||||
Europe | Asia | Oceania | [A] | Africa | USA | Canada | Total | |||||||||||||||||||||||||
Third party revenue | 6,825 | 11,040 | 1,334 | | | | 313 | 19,512 | ||||||||||||||||||||||||
Total | 6,825 | 11,040 | 1,334 | | | | 313 | 19,512 | ||||||||||||||||||||||||
Production costs excluding taxes | 451 | 958 | 291 | | | | 58 | 1,758 | ||||||||||||||||||||||||
Taxes other than income tax [B] | 3,989 | 3,907 | 58 | | | | 86 | 8,040 | ||||||||||||||||||||||||
Exploration | 16 | 162 | 165 | | | | 13 | 356 | ||||||||||||||||||||||||
Depreciation, depletion and amortisation | 188 | 1,335 | 578 | | | | 37 | 2,138 | ||||||||||||||||||||||||
Other costs/(income) | (151 | ) | 694 | 310 | | | | 40 | 893 | |||||||||||||||||||||||
Earnings before taxation | 2,332 | 3,984 | (68 | ) | | | | 79 | 6,327 | |||||||||||||||||||||||
Taxation charge/(credit) | 879 | 1,655 | (185 | ) | | | | 93 | 2,442 | |||||||||||||||||||||||
Earnings after taxation | 1,453 | 2,329 | 117 | | | | (14 | ) | 3,885 |
[A] Includes Shells 23% share of Woodside, a publicly listed company on the Australian Securities Exchange. We have limited access to data; accordingly, the numbers are estimated.
[B] Includes cash-paid royalties to governments outside North America.
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
169
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
ACREAGE AND WELLS
The tables below reflect acreage and wells of Shell subsidiaries, joint ventures and associates. The term gross refers to the total activity in which Shell subsidiaries, joint ventures and associates have an interest. The term net refers to the sum of the fractional interests owned by Shell subsidiaries plus the Shell share of joint ventures and associates fractional interests. Net data below are rounded to the nearest whole number.
OIL AND GAS ACREAGE (AT DECEMBER 31) |
THOUSAND ACRES |
2015 | 2014 | 2013 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Developed | Undeveloped | Developed | Undeveloped | Developed | Undeveloped | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross | Net | Gross | Net | Gross | Net | Gross | Net | Gross | Net | Gross | Net | |||||||||||||||||||||||||||||||||||||||||||||||
Europe [A] | 7,152 | 2,194 | 14,623 | 7,732 | 9,603 | 2,693 | 16,161 | 8,563 | 9,614 | 2,698 | 15,978 | 6,225 | ||||||||||||||||||||||||||||||||||||||||||||||
Asia | 25,581 | 9,181 | 36,658 | 22,995 | 25,724 | 9,252 | 46,487 | 25,155 | 26,349 | 9,275 | 56,373 | 27,791 | ||||||||||||||||||||||||||||||||||||||||||||||
Oceania | 1,657 | 434 | 70,509 | 26,312 | 1,657 | 433 | 71,941 | 25,992 | 1,659 | 466 | 74,055 | 29,811 | ||||||||||||||||||||||||||||||||||||||||||||||
Africa | 4,650 | 2,071 | 40,435 | 27,058 | 5,174 | 2,232 | 39,297 | 26,409 | 5,217 | 2,245 | 37,811 | 24,553 | ||||||||||||||||||||||||||||||||||||||||||||||
North America USA | 1,659 | 1,158 | 5,033 | 4,262 | 1,635 | 1,131 | 6,133 | 5,047 | 1,901 | 1,213 | 8,432 | 6,613 | ||||||||||||||||||||||||||||||||||||||||||||||
North America Canada | 1,227 | 745 | 32,706 | 25,716 | 1,132 | 748 | 33,094 | 27,223 | 1,259 | 832 | 33,307 | 28,677 | ||||||||||||||||||||||||||||||||||||||||||||||
South America | 100 | 52 | 7,851 | 3,621 | 100 | 52 | 8,637 | 4,081 | 162 | 89 | 15,116 | 7,210 | ||||||||||||||||||||||||||||||||||||||||||||||
Total | 42,026 | 15,835 | 207,815 | 117,696 | 45,025 | 16,541 | 221,750 | 122,470 | 46,161 | 16,818 | 241,072 | 130,880 |
[A] Includes Greenland.
NUMBER OF PRODUCTIVE WELLS [A] (AT DECEMBER 31) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Oil | Gas | Oil | Gas | Oil | Gas | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross | Net | Gross | Net | Gross | Net | Gross | Net | Gross | Net | Gross | Net | |||||||||||||||||||||||||||||||||||||||||||||||
Europe | 1,272 | 344 | 1,229 | 392 | 1,256 | [B] | 332 | [B] | 1,209 | [D] | 333 | [D] | 1,315 | 349 | 1,193 | [F] | 334 | [F] | ||||||||||||||||||||||||||||||||||||||||
Asia | 8,271 | 2,853 | 334 | 190 | 7,529 | 2,643 | 353 | 198 | 8,187 | 2,578 | 340 | 192 | ||||||||||||||||||||||||||||||||||||||||||||||
Oceania | | | 624 | 234 | 44 | 3 | 625 | 235 | 44 | 5 | 655 | 244 | ||||||||||||||||||||||||||||||||||||||||||||||
Africa | 812 | 362 | 129 | 87 | 887 | [C] | 349 | [C] | 116 | 79 | 921 | [E] | 350 | [E] | 109 | 71 | ||||||||||||||||||||||||||||||||||||||||||
North America USA | 15,331 | 7,893 | 2,522 | 2,403 | 15,313 | 7,760 | 2,555 | 1,849 | 15,347 | 8,150 | 4,316 | 2,878 | ||||||||||||||||||||||||||||||||||||||||||||||
North America Canada | 286 | 286 | 1,209 | 1,059 | 325 | 320 | 1,125 | 878 | 337 | 331 | 1,238 | 949 | ||||||||||||||||||||||||||||||||||||||||||||||
South America | 25 | 15 | 7 | 2 | 25 | 15 | 7 | 2 | 74 | 31 | 7 | 2 | ||||||||||||||||||||||||||||||||||||||||||||||
Total | 25,997 | 11,753 | 6,054 | 4,367 | 25,379 | 11,422 | 5,990 | 3,574 | 26,225 | 11,794 | 7,858 | 4,670 |
[A] The number of productive wells with multiple completions (more than one formation producing into the same well bore) at December 31, 2015, was 1,733 gross (727 net); 2014:1,802 gross (corrected from 1,815) and 762 net (corrected from 763); 2013: 2,200 gross (805 net).
[B] Corrected from 1,269 gross (333 net).
[C] Corrected from 891 gross (352 net).
[D] Corrected from 1,311 gross (410 net).
[E] Corrected from 920 gross (351 net).
[F] Corrected from 1,295 gross (411 net).
NUMBER OF NET PRODUCTIVE WELLS AND DRY HOLES DRILLED |
| |||||||||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||||||||
Productive | Dry | Productive | Dry | Productive | Dry | |||||||||||||||||||||||
Exploratory [A] | ||||||||||||||||||||||||||||
Europe |
1 | 2 | 1 | 2 | 1 | 3 | ||||||||||||||||||||||
Asia |
| 11 | 2 | 10 | 2 | 9 | ||||||||||||||||||||||
Oceania |
| 3 | | 1 | | 1 | ||||||||||||||||||||||
Africa |
5 | | 4 | 4 | 6 | 3 | ||||||||||||||||||||||
North America USA |
35 | 8 | 53 | 89 | 173 | 33 | ||||||||||||||||||||||
North America Canada |
73 | 5 | 39 | 2 | 17 | 2 | ||||||||||||||||||||||
South America |
| 1 | | 1 | | 5 | ||||||||||||||||||||||
Total | 114 | 30 | 99 | 109 | [B] | 199 | 56 | |||||||||||||||||||||
Development | ||||||||||||||||||||||||||||
Europe |
10 | | 8 | 1 | 6 | 2 | ||||||||||||||||||||||
Asia |
252 | 2 | 243 | 9 | 218 | 6 | ||||||||||||||||||||||
Oceania |
2 | | 6 | 1 | 12 | | ||||||||||||||||||||||
Africa |
27 | | 23 | [C] | 2 | 24 | [C] | | ||||||||||||||||||||
North America USA |
433 | | 392 | 3 | 447 | 2 | ||||||||||||||||||||||
North America Canada |
20 | 2 | 22 | | 57 | 1 | ||||||||||||||||||||||
South America |
3 | 1 | 3 | | 4 | | ||||||||||||||||||||||
Total | 747 | 5 | 697 | 16 | 768 | 11 |
[A] Productive wells are wells with proved reserves allocated. Exploratory wells in the process of drilling are excluded and presented separately on page 170.
[B] Includes 50 net exploratory wells sold in North and South America.
[C] Corrected from 25.
170
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FINANCIAL STATEMENTS AND SUPPLEMENTS
|
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SUPPLEMENTARY INFORMATION OIL AND GAS (UNAUDITED) |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
[Acreage and wells]
NUMBER OF WELLS IN THE PROCESS OF EXPLORATORY DRILLING [A] |
2015 |
At January 1 | Wells in the process of drilling at January 1 and allocated proved reserves during the year |
Wells in the process of drilling at January 1 and determined as dry during the year |
New wells in the process of drilling at December 31 |
At December 31 | ||||||||||||||||||||||||||||||||||||||||||||
Gross | Net | Gross | Net | Gross | Net | Gross | Net | Gross | Net | |||||||||||||||||||||||||||||||||||||||
Europe | 24 | [B] | 8 | (4 | ) | (1 | ) | (3 | ) | (1 | ) | 2 | 1 | 19 | 7 | |||||||||||||||||||||||||||||||||
Asia | 122 | 55 | [C] | (9 | ) | (3 | ) | (24 | ) | (15 | ) | 17 | 6 | 106 | 43 | |||||||||||||||||||||||||||||||||
Oceania | 461 | [D] | 201 | [D] | | | (4 | ) | (3 | ) | 6 | 3 | 463 | 201 | ||||||||||||||||||||||||||||||||||
Africa | 27 | 13 | (2 | ) | (1 | ) | (4 | ) | (1 | ) | 6 | 5 | 27 | 16 | ||||||||||||||||||||||||||||||||||
North America USA | 155 | [E] | 121 | [E] | (40 | ) | (26 | ) | (11 | ) | (9 | ) | 77 | 43 | 181 | 129 | ||||||||||||||||||||||||||||||||
North America Canada | 200 | [F] | 184 | [F] | (85 | ) | (78 | ) | (21 | ) | (18 | ) | 23 | 19 | 117 | 107 | ||||||||||||||||||||||||||||||||
South America | 23 | [G] | 15 | [G] | | | (2 | ) | (1 | ) | 11 | 5 | 32 | 19 | ||||||||||||||||||||||||||||||||||
Total | 1,012 | 597 | (140 | ) | (109 | ) | (69 | ) | (48 | ) | 142 | 82 | 945 | 522 |
[A] Wells in the process of drilling includes exploratory wells temporarily suspended.
[B] Corrected from 27.
[C] Corrected from 63.
[D] Corrected from 548 gross (192 net).
[E] Corrected from 143 gross (113 net).
[F] Corrected from 187 gross (170 net).
[G] Corrected from 21 gross (14 net).
NUMBER OF WELLS IN THE PROCESS OF DEVELOPMENT DRILLING [A] |
2015 | |||||||||||||||||
At January 1 | At December 31 | |||||||||||||||||
Gross | Net | Gross | Net | |||||||||||||||
Europe | 11 | [B] | 2 | [B] | 13 | 3 | ||||||||||||
Asia | 60 | 18 | 80 | 24 | ||||||||||||||
Oceania | 19 | 9 | 7 | 3 | ||||||||||||||
Africa | 11 | [C] | 6 | [C] | 12 | 5 | ||||||||||||
North America USA | 47 | 37 | 37 | 26 | ||||||||||||||
North America Canada | 11 | 11 | 36 | 33 | ||||||||||||||
South America | | | | | ||||||||||||||
Total | 159 | 83 | 185 | 94 |
[A] In addition to the present activities mentioned above, Shell has ongoing activities related to the installation of water flood projects in Europe, Asia and Africa. Activities related to steam floods are in progress in Europe, Asia and North America, and gas compression is being installed in Europe and Asia.
[B] Corrected from 13 gross (3 net).
[C] Corrected from 10 gross (5 net).
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
171
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF ROYAL DUTCH SHELL PLC |
INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF ROYAL DUTCH SHELL PLC |
172
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FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF ROYAL DUTCH SHELL PLC |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF ROYAL DUTCH SHELL PLC CONTINUED |
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
173
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
PARENT COMPANY FINANCIAL STATEMENTS |
PARENT COMPANY FINANCIAL STATEMENTS |
The Parent Company Financial Statements have not been audited in accordance with the standards of the Public Company Accounting Oversight Board (United States).
174
|
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
PARENT COMPANY FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
$ MILLION | ||||||||||||
NOTES | 2015 | 2014 | ||||||||||
Dividend income | 8,167 | 18,031 | ||||||||||
Finance income | 3 | 5 | 49 | |||||||||
Administrative expenses | (113 | ) | (57 | ) | ||||||||
Finance expense | 3 | (2,029 | ) | (1,956 | ) | |||||||
Income before taxation | 6,030 | 16,067 | ||||||||||
Taxation (charge)/credit | 8 | (1 | ) | 12 | ||||||||
Income for the period | 6,029 | 16,079 | ||||||||||
$ MILLION | ||||||||||||
2015 | 2014 | |||||||||||
Income for the period | 6,029 | 16,079 | ||||||||||
Comprehensive income for the period | 6,029 | 16,079 | ||||||||||
$ MILLION | ||||||||||||
NOTES | Dec 31, 2015 | Dec 31, 2014 | ||||||||||
Assets | ||||||||||||
Non-current assets | ||||||||||||
Investments in subsidiaries | 4 | 203,066 | 202,791 | |||||||||
Deferred tax | 8 | l438 | 493 | |||||||||
203,504 | 203,284 | |||||||||||
Current assets | ||||||||||||
Accounts receivable | 5 | 19,006 | 20,652 | |||||||||
Cash and cash equivalents | 6 | 465 | 168 | |||||||||
19,471 | 20,820 | |||||||||||
Total assets | 222,975 | 224,104 | ||||||||||
Liabilities | ||||||||||||
Non-current liabilities | ||||||||||||
Accounts payable and accrued liabilities | 7 | 245 | 260 | |||||||||
245 | 260 | |||||||||||
Current liabilities | ||||||||||||
Accounts payable and accrued liabilities | 7 | 4,465 | 2,856 | |||||||||
4,465 | 2,856 | |||||||||||
Total liabilities | 4,710 | 3,116 | ||||||||||
Equity | ||||||||||||
Share capital | 10 | 546 | 540 | |||||||||
Other reserves | 11 | 201,674 | 201,745 | |||||||||
Retained earnings | 16,045 | 18,703 | ||||||||||
Total equity | 218,265 | 220,988 | ||||||||||
Total liabilities and equity | 222,975 | 224,104 |
Signed on behalf of the Board
/s/ Simon Henry
|
Simon Henry |
Chief Financial Officer |
March 9, 2016
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
175
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
PARENT COMPANY FINANCIAL STATEMENTS |
$ MILLION | ||||||||||||||||||||
NOTES |
|
Share capital |
|
|
Other reserves |
|
|
Retained earnings |
|
|
Total equity |
| ||||||||
At January 1, 2015 | 540 | 201,745 | 18,703 | 220,988 | ||||||||||||||||
Comprehensive income for the period | | | 6,029 | 6,029 | ||||||||||||||||
Dividends paid | 12 | | | (11,972 | ) | (11,972 | ) | |||||||||||||
Scrip dividends | 12 | 7 | (7 | ) | 2,602 | 2,602 | ||||||||||||||
Repurchases of shares | 11 | (1 | ) | 1 | 1 | 1 | ||||||||||||||
Share-based compensation | 11 | | (65 | ) | 682 | 617 | ||||||||||||||
At December 31, 2015 | 546 | 201,674 | 16,045 | 218,265 | ||||||||||||||||
At January 1, 2014 | 542 | 201,898 | 14,183 | 216,623 | ||||||||||||||||
Comprehensive income for the period | | | 16,079 | 16,079 | ||||||||||||||||
Dividends paid | 12 | | | (11,843 | ) | (11,843 | ) | |||||||||||||
Scrip dividends | 12 | 6 | (6 | ) | 2,399 | 2,399 | ||||||||||||||
Repurchases of shares | 11 | (8 | ) | 8 | (2,787 | ) | (2,787 | ) | ||||||||||||
Share-based compensation | 11 | | (155 | ) | 672 | 517 | ||||||||||||||
At December 31, 2014 | 540 | 201,745 | 18,703 | 220,988 | ||||||||||||||||
$ MILLION | ||||||||||||
NOTES | 2015 | 2014 | ||||||||||
Cash flow from operating activities | ||||||||||||
Income for the period | 6,029 | 16,079 | ||||||||||
Adjustment for: | ||||||||||||
Dividend income |
(8,167 | ) | (18,031 | ) | ||||||||
Tax |
1 | (12 | ) | |||||||||
Interest income |
(5 | ) | (7 | ) | ||||||||
Interest and other expense |
41 | 14 | ||||||||||
Share-based compensation |
32 | 27 | ||||||||||
Decrease/(increase) in working capital |
3,607 | (3,771 | ) | |||||||||
Net cash from/(used in) operating activities | 1,538 | (5,701 | ) | |||||||||
Cash flow from investing activities | ||||||||||||
Dividends received | 8,167 | 18,031 | ||||||||||
Interest received | 5 | 7 | ||||||||||
Share-based compensation | 407 | 402 | ||||||||||
Net cash from investing activities | 8,579 | 18,440 | ||||||||||
Cash flow from financing activities | ||||||||||||
Cash dividends paid | 12 | (9,370 | ) | (9,444 | ) | |||||||
Repurchases of shares | (409 | ) | (3,328 | ) | ||||||||
Interest and other expense paid | (41 | ) | (14 | ) | ||||||||
Net cash used in financing activities | (9,820 | ) | (12,786 | ) | ||||||||
Increase/(decrease) in cash and cash equivalents | 297 | (47 | ) | |||||||||
Cash and cash equivalents at January 1 | 168 | 215 | ||||||||||
Cash and cash equivalents at December 31 | 6 | 465 | 168 | |||||||||
176
|
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
PARENT COMPANY FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS |
The Financial Statements of Royal Dutch Shell plc (the Company) have been prepared in accordance with the provisions of the Companies Act 2006 (the Act) and with International Financial Reporting Standards (IFRS) as adopted by the European Union. As applied to the Company, there are no material differences from IFRS as issued by the International Accounting Standards Board (IASB); therefore, the Financial Statements have been prepared in accordance with IFRS as issued by the IASB.
As described in the accounting policies in Note 2, the Financial Statements have been prepared under the historical cost convention except for certain items measured at fair value. Those accounting policies have been applied consistently in all periods presented.
The Financial Statements were approved and authorised for issue by the Board of Directors on March 9, 2016.
The preparation of financial statements in conformity with IFRS requires the use of certain accounting estimates. It also requires management to exercise its judgement in the process of applying the Companys accounting policies. Actual results may differ from those estimates.
The financial results of the Company are included in the Consolidated Financial Statements on pages 115-152. The financial results of the Company incorporate the results of the Dividend Access Trust (the Trust), the financial statements for which are presented on pages 185-189.
The Companys principal activity is being the parent company for Shell, as described in Note 1 to the Consolidated Financial Statements.
The Companys accounting policies generally follow those of Shell as set out in Note 2 to the Consolidated Financial Statements. The following are Company-specific policies.
Presentation currency
The Companys presentation and functional currency is US dollars (dollars).
Investments
Investments in subsidiaries are stated at cost, net of any impairment. Key accounting estimates and judgements affecting the assessment and measurement of impairment follow those set out in Note 2 to the Consolidated Financial Statements.
The original cost of the Companys investment in Royal Dutch Petroleum Company (Royal Dutch) was based on the fair value of the shares transferred to the Company by the former shareholders of Royal Dutch in exchange for A shares in the Company during the public exchange offer in 2005. The original cost of the Companys investment in The Shell Transport and Trading Company, p.l.c., now The Shell Transport and Trading Company Limited (Shell Transport), was the fair value of the shares held by the former shareholders of The Shell Transport and Trading Company, p.l.c. transferred in consideration for the issuance of B shares as part of the Scheme of Arrangement in 2005. The Companys investments in Royal Dutch and Shell Transport now represent an investment in Shell Petroleum N.V. (Shell Petroleum); this change had no impact on the cost of investments in subsidiaries.
Dividend income
Interim dividends are recognised on a paid basis unless the dividend has been confirmed by a general meeting of Shell Transport or of Shell Petroleum, in which case income is recognised on the date at which receipt is deemed virtually certain.
Share-based compensation plans
The fair value of share-based compensation for equity-settled plans granted to employees of subsidiaries under the Companys plans is recognised as an investment in subsidiaries from the date of grant over the vesting period with a corresponding increase in equity. Changes in the fair value of share-based compensation for cash-settled plans relating to employees of subsidiaries are recognised as an investment in subsidiaries with a corresponding change in liabilities. In the year of vesting of a plan, the costs for the actual deliveries are charged to the relevant employing subsidiaries. This is recognised as a realisation of the investment originally booked. If the actual vesting costs are higher than the cumulatively recognised share-based compensation charge, the difference is recognised in income.
Refer to Note 21 to the Consolidated Financial Statements for information on the Companys principal plan.
Taxation
The Company is tax-resident in the Netherlands. For the assessment of corporate income tax in the Netherlands, the Company and certain of its subsidiaries form a fiscal unit, in respect of which the Company recognises any current tax receivable or payable or (or deferred tax asset or liability) for the fiscal unit as a whole.
The Companys tax charge or credit recognised in income is calculated at the statutory tax rate prevailing in the Netherlands.
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
177
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
PARENT COMPANY FINANCIAL STATEMENTS |
$ MILLION | ||||||||
2015 | 2014 | |||||||
Finance income | ||||||||
Interest income |
5 | 7 | ||||||
Other income |
| 42 | ||||||
Total | 5 | 49 | ||||||
Finance expense | ||||||||
Interest expense |
(28 | ) | (14 | ) | ||||
Other expense |
(13 | ) | | |||||
Foreign exchange losses |
(1,988 | ) | (1,942 | ) | ||||
Total | (2,029 | ) | (1,956 | ) |
$ MILLION | ||||||||
2015 | 2014 | |||||||
At January 1 | 202,791 | 202,458 | ||||||
Share-based compensation | 715 | 753 | ||||||
Recovery of vested share-based compensation | (440 | ) | (420 | ) | ||||
At December 31 | 203,066 | 202,791 |
$ MILLION | ||||||||
Dec 31, 2015 | Dec 31, 2014 | |||||||
Amounts due from subsidiaries (see Note 15) | 19,006 | 20,652 | ||||||
Total | 19,006 | 20,652 |
Cash and cash equivalents comprise call deposits in euros, sterling and dollars with Shell Treasury Centre Limited, a subsidiary.
7 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
$ MILLION | ||||||||||||||||||
Dec 31, 2015 | Dec 31, 2014 | |||||||||||||||||
Current | Non-current | Current | Non-current | |||||||||||||||
Amounts due to subsidiaries (see Note 15) | 4,178 | | 2,179 | | ||||||||||||||
Withholding tax payable | 145 | | 249 | | ||||||||||||||
Accruals and other liabilities | 139 | 245 | 426 | 260 | ||||||||||||||
Unclaimed dividends | 3 | | 2 | | ||||||||||||||
Total | 4,465 | 245 | 2,856 | 260 |
Accruals and other liabilities are principally in respect of cash-settled share-based compensation and commitments for share repurchases undertaken on the Companys behalf under irrevocable, non-discretionary arrangements.
178
|
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
PARENT COMPANY FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
TAXATION CHARGE/(CREDIT) |
$ MILLION |
2015 | 2014 | |||||||
Deferred tax | ||||||||
Relating to the origination and reversal of temporary differences |
1 | (6 | ) | |||||
Adjustments in respect of prior periods |
| (6 | ) | |||||
Total taxation charge/(credit) | 1 | (12 | ) |
RECONCILIATION OF APPLICABLE TAX CHARGE AT STATUTORY RATE TO TAXATION CHARGE/(CREDIT) |
$ MILLION |
2015 | 2014 | |||||||
Income before taxation | 6,030 | 16,067 | ||||||
Applicable tax charge at the statutory tax rate of 25.0% (2014: 25.0%) | 1,508 | 4,017 | ||||||
Adjustments in respect of prior periods | | (6 | ) | |||||
Tax effects of: | ||||||||
Income not subject to tax |
(1,538 | ) | (4,038 | ) | ||||
Expenses not deductible for tax purposes |
8 | 7 | ||||||
Other | 23 | 8 | ||||||
Taxation charge/(credit) |
1 | (12 | ) |
Taxes payable are reported within accounts payable and accrued liabilities (see Note 7).
DEFERRED TAX ASSETS |
$ MILLION | |||||||
2015 | 2014 | |||||||
At January 1 | 493 | 565 | ||||||
Recognised in income | (1 | ) | 12 | |||||
Other movements | (54 | ) | (84 | ) | ||||
At December 31 | 438 | 493 |
Deferred tax assets are recognised principally in respect of tax losses, which are available for relief against future taxable profits for up to nine years from the year in which the losses were incurred.
Financial assets and liabilities in the Companys Balance Sheet comprise cash and cash equivalents (see Note 6), accounts receivable (see Note 5) and certain amounts reported within accounts payable and accrued liabilities (see Note 7). The fair value of financial assets and liabilities at December 31, 2015, and 2014, approximates their carrying amount.
Information on financial risk management is presented in Note 19 to the Consolidated Financial Statements. Foreign currency derivatives are used by the Company to manage foreign exchange risk. Foreign exchange risk arises when certain transactions are denominated in a currency that is not the Companys functional currency. There were no derivative financial instruments held at December 31, 2015, or December 31, 2014.
ISSUED AND FULLY PAID |
NUMBER OF SHARES | |||||||||||
Ordinary shares of 0.07 each | Sterling deferred shares of £1 each |
|||||||||||
A | B | |||||||||||
At January 1, 2015 | 3,907,302,393 | 2,440,410,614 | 50,000 | |||||||||
Scrip dividends | 96,336,688 | | | |||||||||
Repurchases of shares | (12,717,512 | ) | | | ||||||||
At December 31, 2015 | 3,990,921,569 | 2,440,410,614 | 50,000 | |||||||||
At January 1, 2014 | 3,898,011,213 | 2,472,839,187 | 50,000 | |||||||||
Scrip dividends | 64,568,758 | | | |||||||||
Repurchases of shares | (55,277,578 | ) | (32,428,573 | ) | | |||||||
At December 31, 2014 | 3,907,302,393 | 2,440,410,614 | 50,000 |
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
179
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
PARENT COMPANY FINANCIAL STATEMENTS |
NOMINAL VALUE |
|
$ MILLION | ||||||||||
Ordinary shares of 0.07 each | Total |
|||||||||||
A | B | |||||||||||
At January 1, 2015 | 334 | 206 | 540 | |||||||||
Scrip dividends | 7 | | 7 | |||||||||
Repurchases of shares | (1 | ) | | (1 | ) | |||||||
At December 31, 2015 | 340 | 206 | 546 | |||||||||
At January 1, 2014 | 333 | 209 | 542 | |||||||||
Scrip dividends | 6 | | 6 | |||||||||
Repurchases of shares | (5 | ) | (3 | ) | (8 | ) | ||||||
At December 31, 2014 | 334 | 206 | 540 |
The total nominal value of sterling deferred shares is less than $1 million.
A and B shares repurchased in 2015 and 2014 under the Companys share buyback programme were all cancelled.
At the Companys Annual General Meeting (AGM) on May 19, 2015, the Board was authorised to allot ordinary shares in the Company, and to grant rights to subscribe for or to convert any security into ordinary shares in the Company, up to an aggregate nominal amount of €147 million (representing 2,100 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 19, 2016, and the end of the AGM to be held in 2016, unless previously renewed, revoked or varied by the Company in a general meeting.
B shares rank equally in all respects with A shares except for the dividend access mechanism described below. The Company and Shell Transport can procure the termination of the dividend access mechanism at any time. Upon such termination, B shares will form one class with A shares ranking equally in all respects and A and B shares will be known as ordinary shares without further distinction.
The sterling deferred shares are redeemable only at the discretion of the Company for £1 each and carry no voting rights. There are no further rights to participate in profits or assets, including the right to receive dividends. Upon winding up or liquidation, the shares carry a right to repayment of paid-up nominal value, ranking ahead of A and B shares.
For information on the number of shares in the Company held by Shell employee share ownership trusts and trust-like entities to meet delivery commitments under employee share plans, refer to Note 21 to the Consolidated Financial Statements.
Dividend access mechanism for B shares
GENERAL
Dividends paid on A shares have a Dutch source for tax purposes and are subject to Dutch withholding tax.
It is the expectation and the intention, although there can be no certainty, that holders of B shares will receive dividends via the dividend access mechanism. Any dividends paid on the dividend access share will have a UK source for Dutch and UK tax purposes; there will be no UK or Dutch withholding tax on such dividends and certain holders (not including US holders) of B shares or B American Depositary Shares (ADSs) will be entitled to a UK tax credit in respect of their proportional share of such dividends.
DESCRIPTION OF DIVIDEND ACCESS MECHANISM DURING THE YEAR
A dividend access share has been issued by Shell Transport to Computershare Trustees (Jersey) Limited as dividend access trustee (the Trustee). Pursuant to a declaration of trust, the Trustee will hold any dividends paid in respect of the dividend access share on trust for the holders of B shares from time to time and will arrange for prompt disbursement of such dividends to holders of B shares. Interest and other income earned on unclaimed dividends will be for the account of Shell Transport and any dividends that are unclaimed after 12 years will revert to Shell Transport. Holders of B shares will not have any interest in the dividend access share and will not have any rights against Shell Transport as issuer of the dividend access share. The only assets held on trust for the benefit of the holders of B shares will be dividends paid to the Trustee in respect of the dividend access share.
The declaration and payment of dividends on the dividend access share will require Board action by Shell Transport and will be subject to any applicable legal or articles limitations in effect from time to time. In no event will the aggregate amount of the dividend paid by Shell Transport under the dividend access mechanism for a particular period exceed the aggregate amount of the dividend declared by the Companys Board on B shares in respect of the same period.
OPERATION OF THE DIVIDEND ACCESS MECHANISM DURING THE YEAR
If, in connection with the declaration of a dividend by the Company on B shares, the Board of Shell Transport elects to declare and pay a dividend on the dividend access share to the Trustee, the holders of B shares will be beneficially entitled to receive their share of that dividend pursuant to the declaration of trust (and arrangements will be made to ensure that the dividend is paid in the same currency in which they would have received a dividend from the Company).
180
|
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
|||||
PARENT COMPANY FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
[Note 10 continued]
If any amount is paid by Shell Transport by way of a dividend on the dividend access share and paid by the Trustee to any holder of B shares, the dividend which the Company would otherwise pay on B shares will be reduced by an amount equal to the amount paid to such holders of B shares by the Trustee.
The Company will have a full and unconditional obligation, in the event that the Trustee does not pay an amount to holders of B shares on a cash dividend payment date (even if that amount has been paid to the Trustee), to pay immediately the dividend declared on B shares. The right of holders of B shares to receive distributions from the Trustee will be reduced by an amount equal to the amount of any payment actually made by the Company on account of any dividend on B shares.
The dividend access mechanism may be suspended or terminated at any time by the Companys Directors or the Directors of Shell Transport, for any reason and without financial recompense. This might, for instance, occur in response to changes in relevant tax legislation.
$ MILLION | ||||||||||||||||||||
|
Merger Reserve |
|
|
Share premium reserve |
|
|
Capital redemption reserve |
|
|
Share plan reserve |
|
Total | ||||||||
At January 1, 2015 |
200,338 | 154 | 83 | 1,170 | 201,745 | |||||||||||||||
Scrip dividends |
(7 | ) | | | | (7 | ) | |||||||||||||
Repurchases of shares |
| | 1 | | 1 | |||||||||||||||
Share-based compensation |
| | | (65 | ) | (65 | ) | |||||||||||||
At December 31, 2015 |
200,331 | 154 | 84 | 1,105 | 201,674 | |||||||||||||||
At January 1, 2014 |
200,344 | 154 | 75 | 1,325 | 201,898 | |||||||||||||||
Scrip dividends |
(6 | ) | | | | (6 | ) | |||||||||||||
Repurchases of shares |
| | 8 | | 8 | |||||||||||||||
Share-based compensation |
| | | (155 | ) | (155 | ) | |||||||||||||
At December 31, 2014 |
200,338 | 154 | 83 | 1,170 | 201,745 |
The merger reserve was established as a consequence of the Company becoming the single parent company of Royal Dutch and Shell Transport and represented the difference between the cost of the investment in those companies and the nominal value of shares issued in exchange for those investments as required by the prevailing legislation at that time, section 131 of the Companies Act 1985.
On January 6, 2006, loan notes were converted into 4,827,974 A shares. The difference between the carrying value of the loan notes and the nominal value of the new shares issued was credited to the share premium reserve. The capital redemption reserve was established in connection with repurchases of shares of the Company. The share plan reserve is in respect of equity-settled share-based compensation plans (refer to Note 21 to the Consolidated Financial Statements).
Refer to Note 23 to the Consolidated Financial Statements.
13 LEGAL PROCEEDINGS AND OTHER CONTINGENCIES
Refer to Note 25 to the Consolidated Financial Statements.
14 DIRECTORS AND SENIOR MANAGEMENT
Refer to Note 27 to the Consolidated Financial Statements for the remuneration of Directors of the Company. In 2015, the Company recognised $25 million (2014: $25 million) in administrative expenses for the compensation of Directors and Senior Management.
Information about the Companys subsidiaries, and whether held directly or indirectly, and other related undertakings (all of which are held indirectly) at December 31, 2015, is set out in Exhibit 8.
$ MILLION | ||||||||||||||||||
|
Amounts due from subsidiaries (See Note 5) |
|
|
Amounts due to subsidiaries (See Note 7) |
| |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||
Shell Petroleum | 19,002 | 20,650 | 425 | 455 | ||||||||||||||
Shell Treasury Luxembourg Sarl | | | 3,738 | 1,724 | ||||||||||||||
Other |
4 | 2 | 15 | | ||||||||||||||
Total | 19,006 | 20,652 | 4,178 | 2,179 |
FINANCIAL STATEMENTS AND SUPPLEMENTS
|
181
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
PARENT COMPANY FINANCIAL STATEMENTS |
The amount due from Shell Petroleum, which is denominated in dollars, is repayable on demand. Interest is calculated at US LIBOR less 0.103% and interest income was $5 million in 2015 (2014: less than $1 million).
The net amount due to Shell Treasury Luxembourg Sarl at December 31, 2015, comprises an interest-bearing receivable of €14,278 million (2014: €15,537 million) and an interest-bearing payable of $19,334 million (2014: $20,610 million). Interest on euro balances is calculated at Euro OverNight Index Average (EONIA) less 0.1% (2014: EONIA less 0.1%) and on dollar balances at US LIBOR (2014: US LIBOR). Net interest expense on these balances in 2015 was $28 million (2014: $7 million).
Other transactions and balances
The Company enters into forward and spot foreign currency contracts with Treasury companies, which are subsidiaries. There were no open foreign currency contracts at December 31, 2015, or December 31, 2014.
The Company settles general and administrative expenses of the Trust, including the auditors remuneration.
The Company has guaranteed contractual payments totalling $49,475 million at December 31, 2015 (2014: $34,826 million), and related interest in respect of listed debt issued by Shell International Finance B.V.
Refer to Note 28 to the Consolidated Financial Statements.
17 ACQUISITION OF BG GROUP PLC
On February 15, 2016, the Company acquired all the voting rights in BG Group plc by means of a Scheme of Arrangement under Part 26 of the Act in exchange for cash of £13.1 billion ($19.0 billion) and 218.7 million A shares and 1,305.1 million B shares issued with a total fair value of $34.1 billion. The fair value of the shares issued was calculated using the market price of the Companys A and B shares of 1,545.0 and 1,538.5 pence, respectively, on the London Stock Exchange at its opening of business on February 15, 2016.
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INDEPENDENT AUDITORS REPORT TO COMPUTERSHARE TRUSTEES (JERSEY) LIMITED AS TRUSTEE OF THE ROYAL DUTCH SHELL DIVIDEND ACCESS TRUST |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
INDEPENDENT AUDITORS REPORT TO COMPUTERSHARE TRUSTEES (JERSEY) LIMITED AS TRUSTEE OF THE ROYAL DUTCH SHELL DIVIDEND ACCESS TRUST |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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ROYAL DUTCH SHELL DIVIDEND ACCESS TRUST FINANCIAL STATEMENTS |
ROYAL DUTCH SHELL DIVIDEND ACCESS TRUST FINANCIAL STATEMENTS |
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ROYAL DUTCH SHELL DIVIDEND ACCESS TRUST FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
£ MILLION |
2015 | 2014 | 2013 | ||||||||||||
Dividend income | 2,726 | 2,470 | 2,361 | |||||||||||
Income before taxation and for the period | 2,726 | 2,470 | 2,361 |
£ MILLION |
2015 | 2014 | 2013 | ||||||||||||
Income for the period | 2,726 | 2,470 | 2,361 | |||||||||||
Comprehensive income for the period | 2,726 | 2,470 | 2,361 |
£ MILLION |
NOTES | Dec 31, 2015 | Dec 31, 2014 | ||||||||||
Assets | ||||||||||||
Current assets | ||||||||||||
Cash and cash equivalents | 2 | 1 | ||||||||||
Total assets | 2 | 1 | ||||||||||
Liabilities | ||||||||||||
Current liabilities | ||||||||||||
Unclaimed dividends |
4 | 2 | 1 | |||||||||
Total liabilities | 2 | 1 | ||||||||||
Equity | ||||||||||||
Capital account | 5 | | | |||||||||
Revenue account | | | ||||||||||
Total equity | | | ||||||||||
Total liabilities and equity | 2 | 1 |
Signed on behalf of Computershare Trustees (Jersey) Limited
/s/ Karen Kurys
|
/s/ Martin Fish
| |
Karen Kurys | Martin Fish |
March 9, 2016
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£ MILLION |
NOTES |
|
Capital account |
|
|
Revenue account |
|
|
Total equity |
| |||||||
At January 1, 2015 | | | | |||||||||||||
Comprehensive income for the period | | 2,726 | 2,726 | |||||||||||||
Distributions made | 6 | | (2,726 | ) | (2,726 | ) | ||||||||||
At December 31, 2015 | | | | |||||||||||||
At January 1, 2014 | | | | |||||||||||||
Comprehensive income for the period | | 2,470 | 2,470 | |||||||||||||
Distributions made | 6 | | (2,470 | ) | (2,470 | ) | ||||||||||
At December 31, 2014 | | | | |||||||||||||
At January 1, 2013 | | | | |||||||||||||
Comprehensive income for the period | | 2,361 | 2,361 | |||||||||||||
Distributions made | 6 | | (2,361 | ) | (2,361 | ) | ||||||||||
At December 31, 2013 | | | |
£ MILLION |
2015 | 2014 | 2013 | ||||||||||
Cash flow from operating activities | ||||||||||||
Income for the period | 2,726 | 2,470 | 2,361 | |||||||||
Adjustment for: | ||||||||||||
Dividends received |
(2,726 | ) | (2,470 | ) | (2,361 | ) | ||||||
Net cash from operating activities | | | | |||||||||
Cash flow from investing activities | ||||||||||||
Dividends received | 2,726 | 2,470 | 2,361 | |||||||||
Net cash from investing activities | 2,726 | 2,470 | 2,361 | |||||||||
Cash flow from financing activities | ||||||||||||
Cash distributions made | (2,725 | ) | (2,470 | ) | (2,361 | ) | ||||||
Net cash used in financing activities | (2,725 | ) | (2,470 | ) | (2,361 | ) | ||||||
Change in cash and cash equivalents | 1 | | | |||||||||
Cash and cash equivalents at January 1 | 1 | 1 | 1 | |||||||||
Cash and cash equivalents at December 31 | 2 | 1 | 1 |
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ROYAL DUTCH SHELL DIVIDEND ACCESS TRUST FINANCIAL STATEMENTS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
NOTES
TO THE ROYAL DUTCH SHELL DIVIDEND ACCESS TRUST FINANCIAL STATEMENTS |
The Royal Dutch Shell Dividend Access Trust (the Trust) was established on May 19, 2005, by The Shell Transport and Trading Company, p.l.c., now The Shell Transport and Trading Company Limited (Shell Transport), and Royal Dutch Shell plc (the Company). The Trust is governed by the applicable laws of England and Wales and is resident and domiciled in Jersey. The Trust is not subject to taxation. The Trustee of the Trust is Computershare Trustees (Jersey) Limited, registration number 92182 (the Trustee), Queensway House, Hilgrove Street, St Helier, Jersey, JE1 1ES. The Trust was established as part of a dividend access mechanism.
A dividend access share has been issued by Shell Transport to the Trustee. Following the announcement of a dividend by the Company on the B shares, Shell Transport may declare a dividend on the dividend access share.
The primary purposes of the Trust are to receive, on behalf of the B shareholders of the Company and in accordance with their respective holdings of B shares in the Company, any amounts paid by way of dividend on the dividend access share and to pay such amounts to the B shareholders on the same pro rata basis. The Trust is not subject to significant market risk, credit risk or liquidity risk.
The Trust shall not endure for a period in excess of 80 years from May 19, 2005, being the date on which the Trust Deed was executed.
The Financial Statements of the Trust have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. As applied to the Trust, there are no material differences from IFRS as issued by the International Accounting Standards Board (IASB); therefore, the Financial Statements have been prepared in accordance with IFRS as issued by the IASB.
The Financial Statements have been prepared under the historical cost convention. The accounting policies described in Note 3 have been applied consistently in all periods presented.
The Financial Statements were approved and authorised for issue by the Trustee on March 9, 2016.
The preparation of financial statements in conformity with IFRS requires the use of certain accounting estimates. It also requires management to exercise its judgement in the process of applying the Trusts accounting policies. Actual results may differ from these estimates.
The financial results of the Trust are included in the Consolidated and Parent Company Financial Statements on pages 115-152 and pages 173-181 respectively.
The Trusts accounting policies generally follow those of Shell as set out in Note 2 to the Consolidated Financial Statements. The following are Trust-specific policies.
Presentation currency
The Trusts presentation and functional currency is sterling. The Trusts dividend income and dividends paid are principally in sterling.
Dividend income
Interim dividends on the dividend access share are recognised on a paid basis unless the dividend has been confirmed by a general meeting of Shell Transport, in which case income is recognised on the date on which receipt is deemed virtually certain.
Distributions made
Amounts are recorded as distributed once a wire transfer or cheque is issued. To the extent that cheques expire or are returned unpresented, the Trust records a liability for unclaimed dividends and a corresponding amount of cash.
Unclaimed dividends of £1,725,047 (2014: £1,497,815) include any dividend cheque payments that have expired or have been returned unpresented.
The capital account is represented by the dividend access share of 25 pence settled in the Trust by Shell Transport, which also represents an asset in the Trust.
Distributions are made to the B shareholders of the Company in accordance with the Trust Deed. Refer to Note 23 to the Consolidated Financial Statements for information about dividends per share. All cheques are valid for one year from the date of issue. Any wire transfers that are not completed are replaced by cheques.
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ROYAL DUTCH SHELL DIVIDEND ACCESS TRUST FINANCIAL STATEMENTS |
The Trust received dividend income of £2,726 million (2014: £2,470 million; 2013: £2,361 million) in respect of the dividend access share. The Trust made distributions of £2,726 million (2014: £2,470 million; 2013: £2,361 million) to the B shareholders of the Company.
The Company pays the general and administrative expenses of the Trust, including the auditors remuneration.
Auditors remuneration for 2015 audit services was £33,750 (2014: £33,750; 2013: £33,750).
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ADDITIONAL INFORMATION
SHAREHOLDER INFORMATION |
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SHAREHOLDER INFORMATION |
DIRECT SHAREHOLDINGS |
||||||||||||||||||||||||||||
A shares | B shares | Total | ||||||||||||||||||||||||||
Number | % | Number | % | Number | % | |||||||||||||||||||||||
Euroclear Nederland |
1,846,211,701 | 46.26 | 14,219,008 | 0.58 | 1,860,430,709 | 28.93 | ||||||||||||||||||||||
BNY (Nominees) Limited |
725,432,962 | 18.18 | 348,545,326 | 14.28 | 1,073,978,288 | 16.70 | ||||||||||||||||||||||
Chase Nominees Limited |
54,043,249 | 1.35 | 165,989,952 | 6.80 | 220,033,201 | 3.42 | ||||||||||||||||||||||
State Street Nominees Limited (OM02) |
100,320,754 | 2.51 | 105,993,280 | 4.34 | 206,314,034 | 3.21 |
INDIRECT SHAREHOLDINGS |
||||||||||||||||||||||||||||
A shares | B shares | Total | ||||||||||||||||||||||||||
Number | % | Number | % | Number | % | |||||||||||||||||||||||
Blackrock, Inc. |
268,988,292 | 6.74 | 207,391,590 | 8.50 | 476,379,882 | 7.41 | ||||||||||||||||||||||
The Capital Group Companies, Inc. | 65,117,539 | 1.63 | 188,025,528 | 7.70 | 253,143,067 | 3.94 | ||||||||||||||||||||||
The Vanguard Group Inc. | 137,755,309 | 3.45 | 81,750,203 | 3.35 | 219,505,512 | 3.41 | ||||||||||||||||||||||
Legal And General Investment Management Limited |
124,940,639 | 3.13 | 80,170,180 | 3.29 | 205,110,819 | 3.19 |
INVESTOR |
||||||||||||||||||||||||||||||||
|
Date of notification |
|
A shares | B shares | Total | |||||||||||||||||||||||||||
Number | % | Number | % | Number | % | |||||||||||||||||||||||||||
The Capital Group Companies, Inc. | January 13, 2015 | 66,253,448 | 1.70 | 187,698,386 | 7.69 | 253,951,834 | 4.00 | |||||||||||||||||||||||||
The Capital Group Companies, Inc. | September 10, 2015 | 65,400,844 | 1.67 | 188,324,131 | 7.72 | 253,724,975 | 3.99 |
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SHAREHOLDER INFORMATION |
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SHAREHOLDER INFORMATION CONTINUED |
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SHAREHOLDER INFORMATION |
ANNUAL SHARE PRICES |
| |||||||||||||||||||||||||
Euronext Amsterdam A shares |
New York Stock Exchange A ADSs |
|||||||||||||||||||||||||
High | Low | Year-end | High $ | Low $ | Year-end $ | |||||||||||||||||||||
2011 | 28.40 | 20.12 | 28.15 | 77.96 | 57.97 | 73.09 | ||||||||||||||||||||
2012 | 29.18 | 24.30 | 25.98 | 74.51 | 60.62 | 68.95 | ||||||||||||||||||||
2013 | 27.06 | 23.40 | 25.91 | 73.00 | 62.65 | 71.27 | ||||||||||||||||||||
2014 | 31.13 | 24.30 | 27.66 | 83.42 | 60.84 | 66.95 | ||||||||||||||||||||
2015 | 29.59 | 19.58 | 21.10 | 67.16 | 43.26 | 45.79 | ||||||||||||||||||||
London Stock Exchange B shares |
New York Stock Exchange B ADSs |
|||||||||||||||||||||||||
High pence | Low pence | Year-end pence | High $ | Low $ | Year-end $ | |||||||||||||||||||||
2011 | 2,476 | 1,768 | 2,454 | 78.75 | 58.42 | 76.01 | ||||||||||||||||||||
2012 | 2,499 | 2,020 | 2,175 | 77.52 | 63.05 | 70.89 | ||||||||||||||||||||
2013 | 2,375 | 2,070 | 2,280 | 75.18 | 65.02 | 75.11 | ||||||||||||||||||||
2014 | 2,614 | 1,985 | 2,233 | 88.13 | 62.11 | 69.56 | ||||||||||||||||||||
2015 | 2,315 | 1,423 | 1,543 | 70.15 | 43.51 | 46.04 |
QUARTERLY SHARE PRICES |
||||||||||||||||||||||||||||||||||||||
Euronext Amsterdam A shares |
London Stock Exchange B shares |
New York Stock Exchange A ADSs |
New York Stock Exchange B ADSs |
|||||||||||||||||||||||||||||||||||
High | Low | High pence | Low pence | High $ | Low $ | High $ | Low $ | |||||||||||||||||||||||||||||||
2014 | ||||||||||||||||||||||||||||||||||||||
Q1 |
26.96 | 25.01 | 2,385 | 2,183 | 74.17 | 67.75 | 80.07 | 71.42 | ||||||||||||||||||||||||||||||
Q2 |
30.65 | 26.36 | 2,614 | 2,327 | 82.86 | 72.94 | 87.59 | 77.51 | ||||||||||||||||||||||||||||||
Q3 |
31.13 | 29.43 | 2,599 | 2,407 | 83.42 | 75.77 | 88.13 | 78.77 | ||||||||||||||||||||||||||||||
Q4 |
30.24 | 24.30 | 2,436 | 1,985 | 75.77 | 60.84 | 78.76 | 62.11 | ||||||||||||||||||||||||||||||
2015 | ||||||||||||||||||||||||||||||||||||||
Q1 |
29.59 | 25.75 | 2,315 | 2,004 | 67.16 | 56.82 | 70.15 | 59.33 | ||||||||||||||||||||||||||||||
Q2 |
29.50 | 25.37 | 2,210 | 1,807 | 64.46 | 56.50 | 65.98 | 56.85 | ||||||||||||||||||||||||||||||
Q3 |
27.14 | 20.27 | 1,920 | 1,503 | 59.16 | 45.81 | 59.52 | 45.92 | ||||||||||||||||||||||||||||||
Q4 |
25.51 | 19.58 | 1,864 | 1,423 | 56.41 | 43.26 | 57.28 | 43.51 |
MONTHLY SHARE PRICES |
|
|||||||||||||||||||||||||||||||||||||
Euronext Amsterdam A shares |
London Stock Exchange B shares |
New York Stock Exchange A ADSs |
New York Stock Exchange B ADSs |
|||||||||||||||||||||||||||||||||||
High | Low | High pence | Low pence | High $ | Low $ | High $ | Low $ | |||||||||||||||||||||||||||||||
2015 | ||||||||||||||||||||||||||||||||||||||
September |
23.66 | 20.27 | 1,728 | 1,503 | 52.26 | 45.81 | 52.31 | 45.92 | ||||||||||||||||||||||||||||||
October |
25.11 | 21.46 | 1,864 | 1,574 | 56.41 | 47.88 | 57.28 | 48.15 | ||||||||||||||||||||||||||||||
November |
25.51 | 22.23 | 1,803 | 1,571 | 55.22 | 47.79 | 55.23 | 47.98 | ||||||||||||||||||||||||||||||
December |
24.01 | 19.58 | 1,703 | 1,423 | 50.73 | 43.26 | 51.20 | 43.51 | ||||||||||||||||||||||||||||||
2016 | ||||||||||||||||||||||||||||||||||||||
January |
21.39 | 16.53 | 1,573 | 1,261 | 46.14 | 35.80 | 46.41 | 35.96 | ||||||||||||||||||||||||||||||
February |
21.21 | 18.04 | 1,660 | 1,407 | 46.50 | 41.05 | 46.49 | 41.13 |
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SHAREHOLDER INFORMATION |
Persons depositing or withdrawing shares must pay: | For: | |
$5.00 or less per 100 ADSs (or portion of 100 ADSs) | Issuance of ADSs, including those resulting from a distribution of shares, rights or other property; | |
Cancellation of ADSs for the purpose of their withdrawal, including if the deposit agreement terminates; and | ||
Distribution of securities to holders of deposited securities by the Depositary to ADS registered holders. | ||
Registration and transfer fees | Registration and transfer of shares on the share register to or from the name of the Depositary or its agent when they deposit or withdraw shares. | |
Expenses of the Depositary | Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement); and Converting foreign currency into dollars. | |
Taxes and other governmental charges the Depositary or the custodian has to pay on any ADS or share underlying an ADS, for example, share transfer taxes, stamp duty or withholding taxes | As necessary. |
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SECTION 13(R) OF THE US SECURITIES EXCHANGE ACT OF 1934 DISCLOSURE |
SECTION 13(R) OF THE US SECURITIES EXCHANGE ACT OF 1934 DISCLOSURE |
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NON-GAAP MEASURES RECONCILIATIONS AND OTHER DEFINITIONS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
NON-GAAP MEASURES RECONCILIATIONS AND OTHER DEFINITIONS |
EARNINGS ON A CURRENT COST OF SUPPLIES BASIS
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. The current cost of supplies adjustment does not impact our net cash from operating activities in the Consolidated Statement of Cash Flows.
RECONCILIATION OF CCS EARNINGS TO INCOME FOR THE PERIOD |
|
$ MILLION | ||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
Earnings on a current cost of supplies basis (CCS earnings) | 4,155 | 19,096 | 16,879 | 27,423 | 28,738 | |||||||||||||||
Attributable to non-controlling interest | (313 | ) | (55 | ) | (134 | ) | (259 | ) | (205 | ) | ||||||||||
Earnings on a current cost of supplies basis attributable to Royal Dutch Shell plc shareholders |
3,842 | 19,041 | 16,745 | 27,164 | 28,533 | |||||||||||||||
Current cost of supplies adjustment | (1,955 | ) | (4,366 | ) | (353 | ) | (463 | ) | 2,355 | |||||||||||
Non-controlling interest | 52 | 199 | (21 | ) | 11 | (62 | ) | |||||||||||||
Income attributable to Royal Dutch Shell plc shareholders | 1,939 | 14,874 | 16,371 | 26,712 | 30,826 | |||||||||||||||
Non-controlling interest | 261 | (144 | ) | 155 | 248 | 267 | ||||||||||||||
Income for the period | 2,200 | 14,730 | 16,526 | 26,960 | 31,093 | |||||||||||||||
CAPITAL INVESTMENT Capital investment is a measure used to make decisions about allocating resources and assessing performance.
|
| |||||||||||||||||||
RECONCILIATION OF CAPITAL INVESTMENT TO CAPITAL EXPENDITURE |
|
$ MILLION | ||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
Capital investment | ||||||||||||||||||||
Upstream |
23,527 | 31,293 | 40,303 | 31,179 | 23,363 | |||||||||||||||
Downstream |
5,119 | 5,910 | 5,528 | 5,454 | 7,548 | |||||||||||||||
Corporate |
215 | 136 | 210 | 128 | 140 | |||||||||||||||
Total | 28,861 | 37,339 | 46,041 | 36,761 | 31,051 | |||||||||||||||
Investments in joint ventures and associates | (896 | ) | (1,426 | ) | (1,538 | ) | (3,028 | ) | (1,886 | ) | ||||||||||
Exploration expense, excluding exploration wells written off | (2,948 | ) | (2,244 | ) | (2,506 | ) | (2,114 | ) | (1,462 | ) | ||||||||||
Finance leases and other [A] | 1,114 | (1,993 | ) | (2,022 | ) | 1,565 | (1,612 | ) | ||||||||||||
Capital expenditure [A] | 26,131 | 31,676 | 39,975 | 33,184 | 26,091 | |||||||||||||||
[A] Reflects a minor change to the definition with effect from 2015 which has no overall impact on net cash used in investing activities in the Consolidated Statement of Cash Flows. Comparative information has been reclassified.
DIVESTMENTS Divestments is a measure used to monitor the progress of our divestment programme. This measure comprises proceeds from sale of property, plant and equipment and businesses, joint ventures and associates, and other Upstream and Downstream investments, adjusted onto an accruals basis, and proceeds from sale of interests in Shell Midstream Partners, L.P.
|
| |||||||||||||||||||
DIVESTMENTS |
|
$ MILLION | ||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
Proceeds from sale of property, plant and equipment and businesses [A] | 4,720 | 9,873 | 1,212 | 6,346 | 6,990 | |||||||||||||||
Proceeds from sale of joint ventures and associates [A] | 276 | 4,163 | 538 | 698 | 468 | |||||||||||||||
Other [A] | (664 | ) | (765 | ) | (558 | ) | 522 | (120 | ) | |||||||||||
Proceeds from sale of interests in Shell Midstream Partners, L.P. [B] | 595 | 1,012 | | | | |||||||||||||||
Other [C] | 613 | 736 | 546 | (608 | ) | 210 | ||||||||||||||
Total | 5,540 | 15,019 | 1,738 | 6,958 | 7,548 | |||||||||||||||
Of which | ||||||||||||||||||||
Upstream |
2,747 | 10,589 | 1,086 | 5,859 | 4,280 | |||||||||||||||
Downstream |
2,282 | 4,410 | 643 | 1,179 | 3,206 | |||||||||||||||
Corporate |
511 | 20 | 9 | (80 | ) | 62 |
[A] Included within Cash flow from investing activities in the Consolidated Statement of Cash Flows.
[B] Included within Change in non-controlling interest in Cash flow from financing activities in the Consolidated Statement of Cash Flows.
[C] Mainly changes in non-current receivables included within Other (above), which are not considered to be divestments.
ADDITIONAL INFORMATION
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NON-GAAP MEASURES RECONCILIATIONS AND OTHER DEFINITIONS |
OPERATING EXPENSES
OPERATING EXPENSES |
|
$ MILLION | ||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
Production and manufacturing expenses | 28,095 | 30,038 | 28,386 | 26,215 | 26,553 | |||||||||||||||
Selling, distribution and administrative expenses | 11,956 | 13,965 | 14,675 | 14,465 | 14,359 | |||||||||||||||
Research and development | 1,093 | 1,222 | 1,318 | 1,307 | 1,123 | |||||||||||||||
Total | 41,144 | 45,225 | 44,379 | 41,987 | 42,035 | |||||||||||||||
Of which | ||||||||||||||||||||
Upstream |
19,828 | 22,003 | 20,612 | 18,434 | 17,539 | |||||||||||||||
Downstream |
20,816 | 22,701 | 23,292 | 22,837 | 24,052 | |||||||||||||||
Corporate |
500 | 521 | 475 | 716 | 444 | |||||||||||||||
RETURN ON AVERAGE CAPITAL EMPLOYED Return on average capital employed (ROACE) measures the efficiency of our utilisation of the capital that we employ. In this calculation, ROACE is defined as income for the period adjusted for after-tax interest expense as a percentage of the average capital employed for the period. Capital employed consists of total equity, current debt and non-current debt.
|
| |||||||||||||||||||
CALCULATION OF RETURN ON AVERAGE CAPITAL EMPLOYED |
|
$ MILLION | ||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
Income for the period | 2,200 | 14,730 | 16,526 | 26,960 | 31,093 | |||||||||||||||
Interest expense after tax | 2,030 | 938 | 808 | 938 | 769 | |||||||||||||||
Income before interest expense | 4,230 | 15,668 | 17,334 | 27,898 | 31,862 | |||||||||||||||
Capital employed opening | 218,326 | 225,710 | 213,936 | 197,141 | 186,552 | |||||||||||||||
Capital employed closing | 222,500 | 218,326 | 225,710 | 213,936 | 197,141 | |||||||||||||||
Capital employed average | 220,413 | 222,018 | 219,823 | 205,539 | 191,847 | |||||||||||||||
ROACE | 1.9% | 7.1% | 7.9% | 13.6% | 16.6% |
200
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ADDITIONAL INFORMATION
|
|||||
INDEX TO THE EXHIBITS |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
INDEX TO THE EXHIBITS |
Exhibit No. | Description | Page | ||||
1.1 | Memorandum of Association of Royal Dutch Shell plc, together with a special resolution of Royal Dutch Shell plc dated May 18, 2010, (incorporated by reference to Exhibit 4.12 to the Registration Statement on Form F-3 (No. 333-177588) of Royal Dutch Shell plc filed with the US Securities and Exchange Commission on October 28, 2011). | |||||
1.2 | Articles of Association of Royal Dutch Shell plc, together with a special resolution of Royal Dutch Shell plc dated May 18, 2010, (incorporated by reference to Exhibit 4.11 to the Registration Statement on Form F-3 (No. 333-177588) of Royal Dutch Shell plc filed with the US Securities and Exchange Commission on October 28, 2011). | |||||
2 | Amended and Restated Dividend Access Trust Deed. |
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4.1 | Shell Provident Fund Regulations and Trust Agreement (incorporated by reference to Exhibit 4.7 to the Post-Effective Amendment to Registration Statement on Form S-8 (No. 333-126715) of Royal Dutch Shell plc filed with the US Securities and Exchange Commission on June 18, 2007). | |||||
4.2 | Form of Director Indemnity Agreement (incorporated by reference to Exhibit 4.3 to the Annual Report for the fiscal year ended December 31, 2005, on Form 20-F (File No. 001-32575) of Royal Dutch Shell plc filed with the US Securities and Exchange Commission on March 13, 2006). | |||||
4.3 | Senior Debt Securities Indenture dated June 27, 2006, among Shell International Finance B.V., as issuer, Royal Dutch Shell plc, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form F-3 (No. 333-126726) of Royal Dutch Shell plc filed with the US Securities and Exchange Commission on July 20, 2005, amended from then to be dated as of June 27, 2006, and with the parties signatures). | |||||
4.4 | Form of contract of employment for Executive Directors (incorporated by reference to Exhibit 4.5 to the Annual Report for fiscal year ended December 31, 2013, on Form 20-F (File No. 001-32575) of Royal Dutch Shell plc filed with the US Securities and Exchange Commission on March 13, 2014). | |||||
4.5 | Form of Letter of appointments for Non-executive Directors (incorporated by reference to Exhibit 4.11 to the Annual Report for fiscal year ended December 31, 2006, on Form 20-F (File No. 001-32575) of Royal Dutch Shell plc filed with the US Securities and Exchange Commission on March 13, 2007). | |||||
7.1 | Calculation of Ratio of Earnings to Fixed Charges. | E1 | ||||
7.2 | Calculation of Return on Average Capital Employed (ROACE) (incorporated by reference to page 199 herein). | |||||
7.3 | Calculation of gearing (incorporated by reference to page 21 and Note 14 to the Consolidated Financial Statements on page 134 herein). | |||||
8 | Significant Shell subsidiaries at December 31, 2015. | E2 | ||||
12.1 | Section 302 Certification of Royal Dutch Shell plc. | E19 | ||||
12.2 | Section 302 Certification of Royal Dutch Shell plc. | E20 | ||||
13.1 | Section 906 Certification of Royal Dutch Shell plc. | E21 | ||||
16.1 | Letter from PricewaterhouseCoopers LLP, London. | |||||
16.2 | Letter from PricewaterhouseCoopers LLP, Jersey, Channel Islands, relating to the Royal Dutch Shell Dividend Access Trust. | |||||
99.1 | Consent of PricewaterhouseCoopers LLP, London. | E22 | ||||
99.2 | Consent of PricewaterhouseCoopers CI LLP, Jersey, Channel Islands, relating to the Royal Dutch Shell Dividend Access Trust. | E23 |
ADDITIONAL INFORMATION
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SHELL ANNUAL REPORT AND FORM 20-F 2015 |
SIGNATURES |
SIGNATURES |
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign the Annual Report on Form 20-F on its behalf.
Royal Dutch Shell plc
/s/ Ben van Beurden | ||
Ben van Beurden | ||
Chief Executive Officer | ||
March 9, 2016 |
FINANCIAL CALENDAR IN 2016
The Annual General Meeting will be held on May 24, 2016.
2015 Fourth | 2016 First | 2016 Second | 2016 Third | |||||
quarter [A] | quarter [B] | quarter [B] | quarter [B] | |||||
Results announcements | February 4 | May 4 | July 28 | October 27 | ||||
Interim dividend timetable |
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Announcement date |
February 4 [C] | May 4 | July 28 | October 27 | ||||
Ex-dividend date A and B ADSs [D] |
February 17 | May 18 | August 10 | November 8 | ||||
Ex-dividend date A and B shares [D] |
February 18 | May 19 | August 11 | November 10 | ||||
Record date |
February 19 | May 20 | August 12 | November 11 | ||||
Scrip reference share price announcement date |
February 25 | May 26 | August 18 | November 17 | ||||
Closing date for scrip election and currency election [E] |
March 4 | June 6 | August 26 | November 25 | ||||
Euro and sterling equivalents announcement date |
March 11 | June 13 | September 5 | December 2 | ||||
Payment date |
March 29 | June 27 | September 19 | December 16 |
[A] In respect of the financial year ended December 31, 2015.
[B] In respect of the financial year ended December 31, 2016.
[C] The Directors do not propose to recommend any further distribution in respect of 2015.
[D] The London Stock Exchange and Euronext Amsterdam, with effect from October 6, 2014, reduced the standard settlement cycle in accordance with the Regulation of the European Parliament and of the Council on improving securities settlement in the European Union (EU) and on Central Securities Depositories (CSDs) and amending Directive 98/26/EC (the CSD Regulation). The CSD Regulation aims to harmonise EU securities settlement cycles towards a T + 2 cycle. As a result, the ex-dividend dates for A and B shares traded on these markets are one trading day later than A and B ADSs traded in the USA. Record dates are not affected.
[E] Both a different scrip and dividend currency election date may apply to shareholders holding shares in a securities account with a bank or financial institution ultimately through Euroclear Nederland. This may also apply to other shareholders who do not hold their shares either directly on the Register of Members or in the corporate sponsored nominee arrangement. Shareholders can contact their broker, financial intermediary, bank or financial institution for the election deadline that applies. A different scrip election date may also apply to registered and non-registered ADS holders. Registered ADS holders can contact The Bank of New York Mellon for the election deadline that applies. Non-registered ADS holders can contact their broker, financial intermediary, bank or financial institution for the election deadline that applies.
All our reports are available at | Download our apps at | Check our latest news | ||||
http://reports.shell.com | www.shell.com/mobile_and_apps | @Shell | ||||
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n Comprehensive financial information | n Company news | n Follow @Shell on Twitter | ||||
on our activities throughout 2015 |
n Service-station locations | n www.facebook.com/shell | ||||
n Detailed operational information including maps |
||||||
n Report on our progress in contributing to sustainable development |
Exhibit 2
Dated 22 December 2015
THE SHELL TRANSPORT AND TRADING COMPANY LIMITED
BG GROUP PLC
COMPUTERSHARE TRUSTEES (JERSEY) LIMITED
and
ROYAL DUTCH SHELL PLC
DEED OF AMENDMENT AND ACCESSION
relating to the
DIVIDEND ACCESS TRUST DEED
Slaughter and May
One Bunhill Row
London EC1Y 8YY
(RAI/CQPM)
529150458
THIS DEED is made on 22 December 2015
BETWEEN:
1. | THE SHELL TRANSPORT AND TRADING COMPANY LIMITED having its registered office at Shell Centre, London SE1 7NA (registered in England under number 54485) (STT); |
2. | BG GROUP PLC having its registered office at 100 Thames Valley Park Drive, Reading, Berkshire RG6 1PT (registered in England under number 03690065) (BG); |
3. | COMPUTERSHARE TRUSTEES (JERSEY) LIMITED having its registered office at Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES (registered in Jersey under number 92182) (the Trustee); and |
4. | ROYAL DUTCH SHELL PLC having its principal place of business at Carel van Bylandtlaan 30, 2596 HR, The Hague and its registered office at Shell Centre, London SE1 7NA (registered in England under number 4366849) (Royal Dutch Shell); |
WHEREAS:
Certain of the parties entered into a dividend access trust deed dated 19 May 2005 (the Trust Deed) and the parties currently party to the Trust Deed now wish to amend certain terms of the Trust Deed and BG has agreed to become a party to the Trust Deed, as so amended.
WHEREBY IT IS AGREED as follows:
1. | Condition Precedent |
The provisions of Clause 2 (Amendment and Restatement) shall become effective on the date on which the scheme of arrangement of BG to be effected under Part 26 of the Companies Act 2006 through which Royal Dutch Shell shall acquire all the ordinary shares issued by BG as at the scheme record time and set out in a scheme document sent to the shareholders of BG dated 22 December 2015, subject to any modification, addition or condition approved or imposed by the High Court of Justice in England & Wales (the Scheme), becomes effective in accordance with its terms (the Effective Date).
2. | Amendment and Restatement |
The parties hereto agree that with effect on and from the Effective Date the Trust Deed shall be amended and restated to take the form set out in the Schedule to this Agreement. If the Scheme is withdrawn or lapses, this Agreement shall automatically and simultaneously terminate and cease to have any further effect and no party shall have any claim against any other party under or in connection with this Agreement. For the avoidance of doubt, in these circumstances, the Administrative Agreement shall continue in its existing form.
3. | Accession |
From the Effective Date, BG agrees to become a party to, and be bound by the terms of, the Trust Deed, as amended and restated by this Agreement.
4. | Continuing obligations |
The provisions of the Trust Deed as in force at the date of this Agreement shall, save as expressly varied or amended by this Agreement, continue in full force and effect and any obligations arising under the Trust Deed and due to be performed prior to the Effective Date shall continue to be enforceable in accordance with the terms of the Trust Deed in force at the date of this Agreement.
5. | Counterparts |
5.1 | This Agreement may be executed in any number of counterparts, and by the parties to it on separate counterparts, but shall not be effective until each party has executed at least one counterpart. |
5.2 | Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument. |
6. | Governing Law and Jurisdiction |
6.1 | This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. |
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6.2 | The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement). |
This Deed has been entered into and delivered as a Deed on the date stated at the beginning of this Deed.
Executed as a deed by | ) | |||||||
THE SHELL TRANSPORT AND TRADING COMPANY LIMITED |
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acting by a director in the presence of: | ) |
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acting by a director in the presence of: | ) |
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Executed as a deed by | ) | |||||
COMPUTERSHARE TRUSTEES (JERSEY) LIMITED in its capacity as trustee of the Royal Dutch Shell Dividend Access Trust |
) ) |
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acting by a director in the presence of: | ) |
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Executed as a deed by | ) | |||||
ROYAL DUTCH SHELL PLC | ) | |||||
acting by a director in the presence of: | ) |
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5
Schedule
Amended and Restated Trust Deed
6
THIS AMENDED AND RESTATED TRUST DEED was originally made on 19 May 2005 and was amended and restated on 15 February 2016
BETWEEN
(1) | THE SHELL TRANSPORT AND TRADING COMPANY LIMITED having its registered office at Shell Centre, London SE1 7NA (registered in England under number 54485) (STT); |
(2) | BG GROUP PLC having its registered office at 100 Thames Valley Park Drive, Reading, Berkshire RG6 1PT (registered in England under number 03690065) (BG) |
(3) | COMPUTERSHARE TRUSTEES (JERSEY) LIMITED having its registered office at Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES (registered in Jersey under number 92182) (the Current Trustee); and |
(4) | ROYAL DUTCH SHELL PLC having its principal place of business at Carel van Bylandtlaan 30, 2596 HR The Hague and its registered office at Shell Centre, London SE1 7NA (registered in England under number 4366849) (Royal Dutch Shell). |
WHEREAS
(A) | The Trustee is the holder of the STT Dividend Access Share issued by STT pursuant to the STT Scheme. |
(B) | The Trustee holds the STT Dividend Access Share, any amounts paid to it by way of dividend on the STT Dividend Access Share and any interest or other income earned by it on such dividends on trust on the terms set out in this trust deed, the original of which was executed on 19 May 2005 (the Original Trust Deed). |
(C) | The Trustee shall obtain the BG Dividend Access Share pursuant to the BG Scheme. |
(D) | The Trustee has agreed to hold the BG Dividend Access Share, any amounts paid to it by way of dividend on the BG Dividend Access Share and any interest or other income earned by it on such dividend amounts on trust in accordance with the terms set out herein. |
(D) | The Original Trust Deed is being amended and restated as set out in this Trust Deed so that it shall be read and construed for all purposes with effect from the Amendment Date as set out in this Trust Deed. |
(E) | The Parties accordingly wish to enter into this Trust Deed. |
1. | INTERPRETATION |
1.1 | Definitions |
In this Trust Deed:
7
Amendment Date |
means the date on which the BG Scheme becomes effective in accordance with its terms; |
BG Dividend Access Share |
means the redeemable share in the capital of BG classified as a dividend access share, to be classified as such and issued to the Trustee pursuant to the BG Scheme; |
BG Scheme |
means the scheme of arrangement of BG included in a scheme document sent to the shareholders of BG dated 22 December 2015, subject to any modification, addition or condition approved or imposed by the High Court; |
Class B Shares |
means the issued Class B Shares in the capital of Royal Dutch Shell from time to time; |
Class B Shareholders |
means the person or persons identified in the register of members of Royal Dutch Shell from time to time as the legal owner(s) of Class B Shares; |
DAS Beneficiary |
means STT (DAS beneficiary) Limited, having its registered office at Shell Centre, London SE1 7NA (registered in England under number 5416740); |
Dividend Access Shares |
means the STT Dividend Access Share and the BG Dividend Access Share (and Dividend Access Share shall be construed accordingly); |
Forfeited Dividend |
has the meaning set out in clause 3.3; |
High Court |
means the High Court of Justice in England and Wales; |
Income |
means any interest or other income earned on any amount held in the Trust which represents a dividend paid on a Dividend Access Share; |
Parties |
means the parties to this Trust Deed; |
RDS Dividend Equivalent Amount |
has the meaning set out in clause 3.4; |
STT Dividend Access Share |
means the redeemable share in the capital of STT classified as a dividend access share, issued to the Trustee pursuant to the STT Scheme; |
STT Scheme |
means the scheme of arrangement of STT which became effective on 20 July 2005; |
8
Trust |
means the trust subsisting and created under this Trust Deed; |
Trust Deed |
means this trust deed as amended from time to time; and |
Trustee |
means the trustee under the terms of the Trust Deed from time to time, currently being the Current Trustee; and |
Trust Property |
means: |
(i) | each of the Dividend Access Shares; |
(ii) | any and all amounts paid to the Trustee by way of dividend on the Dividend Access Shares; and |
(iii) | any Income. |
1.2 | Interpretation |
In construing this Trust Deed, unless otherwise specified:
(A) | references to clauses and paragraphs are to clauses and paragraphs of this Trust Deed; |
(B) | words denoting the singular shall include the plural and vice versa; |
(C) | use of any gender includes the other genders; |
(D) | references to a person shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality) and references to a company shall be construed to include any company, corporation or other body corporate, wherever and however incorporated or established; |
(E) | a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted; |
(F) | a reference to any other document referred to in this Trust Deed is a reference to that other document as amended, varied, novated or supplemented (other than in breach of the provisions of this Trust Deed) from time to time; |
(G) | headings and titles are for convenience only and do not affect the interpretation of this Trust Deed; |
9
(H) | the rule known as the ejusdem generis rule shall not apply and accordingly general words introduced by the word other shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; and |
(I) | general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words. |
2. | ESTABLISHMENT OF THE TRUST |
2.1 | Subject to the provisions of clause 2.2, the Trustee hereby irrevocably declares that it holds and will hold the Dividend Access Shares on trust for the DAS Beneficiary. |
2.2 | In the event that dividends are declared or resolved to be paid on either or both of the Dividend Access Shares, the Trustee shall hold: |
(A) | subject to paragraphs (C) and (D) below, any and all amounts paid to it by way of dividend on a Dividend Access Share on trust for the Class B Shareholders in accordance with their respective holdings of Class B Shares (save to the extent that any Class B Shareholder has agreed to waive its right to payment of any dividend or dividends declared or resolved to be paid on the Class B Shares); |
(B) | any and all Income: |
(i) | in respect of any amount which represents a dividend paid by STT on the STT Dividend Access Share before the Amendment Date, on trust for STT; and |
(ii) | in respect of any amount which represents a dividend paid by STT or BG on the respective Dividend Access Shares after the Amendment Date, on trust for STT and BG pro rata to the respective aggregate amounts paid on each of the STT Dividend Access Share and the BG Dividend Access Share after the Amendment Date; |
(C) | any and all Forfeited Dividends: |
(i) | which represent a Forfeited Dividend paid by STT before the Amendment Date, on trust for STT; and |
(ii) | which represent a Forfeited Dividend paid by STT or BG after the Amendment Date, on trust for STT and BG pro rata to the respective aggregate amounts paid on each of the STT Dividend Access Share and the BG Dividend Access Share after the Amendment Date; and |
(D) | any and all RDS Dividend Equivalent Amounts |
(i) | which represent an RDS Dividend Equivalent Amount arising before the Amendment Date, on trust for STT; and |
10
(ii) | which represent an RDS Dividend Equivalent Amount arising after the Amendment Date, on trust for STT and BG pro rata to the respective aggregate amounts paid on the STT Dividend Access Share and the BG Dividend Access Share after the Amendment Date. |
2.3 | The Trustee undertakes that it will, in accordance with any advance directions given to it by STT and/or BG (as appropriate) relating to payment mechanics and in accordance with clause 12.2, pay: |
(A) | the amounts paid to it by way of dividend on the Dividend Access Shares (or any one of them) to the Class B Shareholders in accordance with their respective holdings of Class B Shares (save to the extent that any Class B Shareholder has agreed to waive its right to payment of any dividend or dividends declared on the Class B Shares); |
(B) | any Income held on trust for STT or BG under clause 2.2(B) above to STT or BG as appropriate; |
(C) | any Forfeited Dividends held on trust for STT or BG under clause 2.2(C) above to STT or BG as appropriate; and |
(D) | any RDS Dividend Equivalent Amounts held on trust for STT or BG under clause 2.2(D) above to STT or BG as appropriate. |
The Trustee further undertakes that it will carry out the Trust and administer the Trust Property subject to the terms and conditions herein set out and subject to the provisions of any applicable law.
2.4 | The Trust constituted in accordance with clauses 2.1 and 2.2 shall be known as the Royal Dutch Shell Group Dividend Access Trust. |
2.5 | STT and BG shall, forthwith upon being requested to do so by Royal Dutch Shell, take all steps necessary to redeem the Dividend Access Shares in accordance with the rights attaching to each of them. |
3. | OBJECT AND PURPOSE |
3.1 | The primary object and purpose of the Trust is for the Trustee to receive, as trustee for the Class B Shareholders and in accordance with their respective holdings of Class B Shares, any amounts paid by way of dividend on Dividend Access Shares and to pay any such amounts to the Class B Shareholders on the same pro rata basis. |
3.2 | Notwithstanding any provision to the contrary contained in this Trust Deed, no Class B Shareholder shall acquire any right to or in respect of any benefits from the Trust, whether actual or conditional, other than the rights and benefits in respect of amounts paid by way of dividend on Dividend Access Shares expressly conferred on such Class B Shareholders by this Trust Deed. Without limiting the generality of the foregoing: |
11
(A) | no Class B Shareholder shall acquire any right to enforce the payment of a dividend declared by STT on the STT Dividend Access Share or declared by BG on the BG Dividend Access Share, such right being reserved solely for the Trustee as holder of the legal title to the Dividend Access Shares, or any other rights against STT or BG; and |
(B) | no Class B Shareholder shall acquire any right to, or interest (whether legal or beneficial) in, Dividend Access Shares or any Income. |
3.3 | Unless STT and BG determine otherwise, if any amounts paid by way of dividend on a Dividend Access Share have not been claimed by a Class B Shareholder for 12 years after the date of payment of the relevant dividend, such amounts (each a Forfeited Dividend) will be forfeited and the beneficial interest in such amounts shall pass to STT and/or BG (as applicable) in accordance with clause 2.2(C). |
3.4 | If Royal Dutch Shell pays any amount to a Class B Shareholder by way of dividend on the Class B Shares held by that Class B Shareholder, the beneficial interest in any amount: |
(A) | held on trust for that Class B Shareholder pursuant to clause 2.2(A) of this Trust Deed; and |
(B) | which corresponds to the amount paid by Royal Dutch Shell to that Class B Shareholder by way of dividend on the Class B Shares held by that Class B Shareholder (which amount shall for this purpose be deemed to include the amount of any tax required to be withheld or deducted by Royal Dutch Shell in relation to the payment of that amount), |
(an RDS Dividend Equivalent Amount) will be forfeited by that Class B Shareholder and will pass to STT and/or BG (as applicable) in accordance with clause 2.2(D) above.
3.5 | For the purposes of clause 3.4, where the dividend payment made by Royal Dutch Shell is made in one currency and the corresponding amount held on trust for that Class B Shareholder is held in another currency, the RDS Dividend Equivalent Amount will be calculated by converting the amount paid by Royal Dutch Shell into that other currency at such rate as Royal Dutch Shell shall consider appropriate. |
3.6 | Notwithstanding any provisions to the contrary contained in this Trust Deed, no Class B Shareholder shall acquire any right to or in respect of any benefits under the Trust in respect of a particular dividend paid on a Dividend Access Share, whether actual or conditional, to the extent that such Class B Shareholder has elected, pursuant to any scrip dividend issue by Royal Dutch Shell in accordance with its articles of association, to receive further shares of Royal Dutch Shell, credited as fully paid, instead of such benefits. |
4. | APPOINTMENT OF TRUSTEE |
4.1 | The boards of directors of STT, BG and of Royal Dutch Shell, acting jointly, shall be entitled to appoint the Trustee from time to time and shall equally be entitled to terminate the appointment of any Trustee. |
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4.2 | The person who is signatory to this Deed as Trustee is hereby appointed as the Trustee. |
5. | VACATION OF OFFICE BY TRUSTEE |
5.1 | A Trustee shall be entitled at any time to resign as a Trustee by notice in writing to that effect given to Royal Dutch Shell. |
5.2 | A Trustee shall cease to be a Trustee upon the appointment of a replacement Trustee following the happening of any of the following events: |
(A) | if the existing Trustee is removed from office by the boards of directors of STT, BG and Royal Dutch Shell, acting jointly; or |
(B) | if the existing Trustee resigns as provided in clause 5.1. |
6. | DUTIES OF TRUSTEE |
The Trustee shall -
6.1 | promote the primary object and purpose of the Trust and comply generally with the provisions of clauses 2 and 3; |
6.2 | comply with such directions as may be given to it by Royal Dutch Shell, BG and STT acting jointly from time to time in relation to the issue of tax vouchers and certificates to Class B Shareholders who become entitled, under the terms of the Trust, to amounts paid by way of dividend on the Dividend Access Shares; |
6.3 | maintain proper accounting and other records of all transactions it concludes in its capacity as Trustee; |
6.4 | procure that the books and records of the Trust shall be written up regularly; |
6.5 | instruct the auditors of the Trust to disclose such information regarding the affairs of the Trust to any competent authority entitled to such information as such competent authority may from time to time legally require; |
6.6 | keep all books of account and financial records of the Trust at such place in England or the Channel Islands as may be determined by Royal Dutch Shell, BG and STT acting jointly and the same shall at all times be accessible to the Trustee, Royal Dutch Shell, BG and STT and the auditors of the Trust; |
6.7 | subject in all cases to clause 12, forthwith pay all dividends paid on a Dividend Access Share into one or more banking accounts to be maintained by the Trustee with such branch or branches of such bank or banks as Royal Dutch Shell may determine, and all payments to be made on behalf of the Trust shall, if the Trust has any such account, and, insofar as it is practical, be made by cheque or BACS transfer drawn on such banking account or on one of such banking accounts; |
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6.8 | from time to time furnish Royal Dutch Shell, BG and STT with such information regarding the affairs of the Trust as Royal Dutch Shell, BG or STT may require; and |
6.9 | not transfer a Dividend Access Share otherwise than on the instructions of Royal Dutch Shell to a replacement Trustee. |
7. | POWERS OF TRUSTEE |
The Trustee shall be empowered to deal with the Trust Property for the purposes and to achieve the objects of the Trust in terms of this Trust Deed and shall possess all such powers necessary or desirable for such purpose and for purposes ancillary thereto including, but without limitation, the powers, discretions and duties set out below, namely -
(A) | to open and operate any banking account and to draw and issue cheques and receive cheques, promissory notes and/or bills of exchange and to endorse any of the same for collection by the bank at which the said account was opened and to determine the manner in which and the signatures on the basis of which such banking account shall be operated; |
(B) | to pay the dividend amounts paid on the Dividend Access Shares to the Class B Shareholders on the basis contemplated in clause 2.3; |
(C) | to pay any Income to STT and/or BG on the basis contemplated in clause 2.3; |
(D) | to pay any Forfeited Dividends to STT and/or BG on the basis contemplated in clause 2.3; |
(E) | to pay any RDS Dividend Equivalent Amount to STT and/or BG on the basis contemplated in clause 2.3; |
(F) | to sue for, recover and receive all debts, all sums of money, goods, effects and other things whatsoever, which may become due, owing, payable or which may belong to the Trust; |
(G) | to defend, oppose, adjust, settle, compromise or submit to arbitration all accounts, debts, claims, demands, disputes, legal proceedings and matters which may subsist or arise between the Trust and any other person whatsoever and for the purposes aforesaid to do and execute all necessary acts and documents; |
(H) | to attend all meetings of creditors of any person whatsoever indebted to the Trust, whether in provisional or final insolvency, liquidation, judicial management or otherwise and to vote for the election of liquidators and/or judicial managers and also to vote on all questions submitted to any such meeting of creditors and generally to exercise all rights accruing to a creditor; |
(I) | to give receipts, releases or other effectual discharges for any sum of money or thing recovered by the Trust; |
14
(J) | to delegate any of the powers or duties of the Trustee to any person, representative or agent of the Trustee; and |
(K) | to employ accountants, attorneys, agents or brokers to transact all or any business of whatsoever nature required to be done pursuant to this Trust Deed, without thereby being responsible for the default of any such accountants, attorneys, agents or brokers or for any loss occasioned by such employment. |
8. | BOOKS AND RECORDS |
8.1 | The auditors of the Trust shall be appointed by the Trustee from time to time with the prior approval of STT, BG and Royal Dutch Shell, acting jointly, and once appointed, shall not be removed without the prior approval of STT, BG and Royal Dutch Shell acting jointly. |
8.2 | The Trustee shall ensure that the Trust Property is at all times clearly identified as property that is subject to the Trust and kept separate from any of the Trustees own assets whether of a similar nature or not. |
8.3 | The Trustee will from time to time determine the date on which the financial year of the Trust will end. Until otherwise determined, the financial year of the Trust will end on the last day of December in every year. |
8.4 | The Trustee shall procure the preparation of such audited financial statements in respect of the affairs of the Trust by the auditors as may be required by law or regulation applicable to the Trustee or the Trust or as may be requested by STT, BG or Royal Dutch Shell. |
9. | DISCRETION OF TRUSTEE |
Where reference is made in this Trust Deed to a discretion of the Trustee, such discretion shall mean the exclusive and absolute discretion of the Trustee as it deems fit.
10. | LIABILITY OF TRUSTEE |
10.1 | The Trustee shall not be held responsible, nor shall it in any way be liable, for any loss of the Trust Property or part thereof which may be sustained by anybody whatsoever as a result of any exercise of any power or discretion herein conferred, or as a result of endeavours made by it in good faith to give effect to its duties in terms hereof, or in consequence of the depreciation in value of the Trust Property, unless the Trustee shall have acted fraudulently or failed to perform its duties and exercise its powers with the care, diligence and skill which could reasonably be expected of a person who manages the affairs of another. |
10.2 | BG, STT and Royal Dutch Shell hereby jointly and severally indemnify the Trustee against all claims and demands of whatever nature that may be made against the Trustee arising out of the exercise or purported exercise in good faith of any of the powers hereby conferred upon it, provided that the Trustee shall have performed its duties and exercised its powers with the care, diligence and skill which could reasonably be expected of a person who manages the affairs of another. |
15
11. | REMUNERATION |
11.1 | All costs and expenses lawfully incurred by the Trustee in connection with the administration of the Trust Property including, but not limited to, the costs of legal proceedings brought by or against it in its capacity as such, shall be paid by STT and BG in equal parts. |
11.2 | The Trustee shall be entitled to such remuneration for its services as Trustee as STT, BG and Royal Dutch Shell may, from time to time, determine, which amounts shall be paid by STT and BG in equal parts. |
11.3 | Royal Dutch Shell irrevocably guarantees the payment by STT and/or BG of all sums payable by STT and/or BG under this clause 11. If STT and/or BG fails to pay on the due date any sum payable by STT and/or BG under clause 11, and that sum remains unpaid for fourteen days thereafter, Royal Dutch Shell shall within five business days of demand by the Trustee unconditionally pay that sum to the Trustee. |
11.4 | Royal Dutch Shells liability under clause 11.3 shall not be discharged in whole or in part or otherwise affected in any way by reason of the Trustee giving STT and/or BG time or any other concession or taking, holding, varying, releasing or not enforcing any other security for any sum payable by STT and/or BG under clause 11 or by reason of any other act or omission of the Trustee or any other circumstances (other than performance) which, but for this paragraph, would discharge the guarantee provided for in clause 11.3. |
11.5 | The guarantee provided for in clause 11.3 shall continue in effect until all sums payable by STT and/or BG under this clause 11 have been finally paid in full. |
11.6 | This clause 11.6 applies in the event of liquidation of STT and/or BG if any sum has become or becomes payable by Royal Dutch Shell under the guarantee provided for in clause 11.3. In this case Royal Dutch Shell shall not prove in competition with the Trustee in the liquidation of STT and/or BG until all sums payable by STT and/or BG under this clause 11 have been finally paid in full. The Trustee may, however, request that Royal Dutch Shell submit a proof, in which case Royal Dutch Shell agrees to hold the benefit of that proof, and all amounts received in respect of that proof, on trust for the Trustee, to the extent of all amounts due under the guarantee provided for in clause 11.3. |
12. | APPLICATION OF TRUST PROPERTY |
12.1 | The Trustee shall be obliged to apply the Trust Property for the purposes of the Trust and for no other purpose. For the avoidance of doubt, the Trustee shall not be permitted to apply the Trust Property to satisfy expenses. |
12.2 | All amounts payable to the Class B Shareholders pursuant to the provisions of this Trust Deed shall be paid mutatis mutandis in accordance with the provisions of the articles of association of Royal Dutch Shell as if a payment out of the Trust to a Class B Shareholder were a dividend payable on the Class B Shares. |
12.3 | Each payment by the Trustee to a Class B Shareholder shall be made after making such deductions or withholdings as are necessary to meet the requirements of any legislation that may from time to time compel the Trustee to withhold any amounts, whether in respect of taxation or otherwise. |
16
12.4 | The Trustee may appoint, and maintain the appointment of, a paying agent for the purposes of administering payments to Class B Shareholders. The identity of the paying agent and the terms on which the paying agent is appointed shall be agreed with STT, BG and Royal Dutch Shell in advance of any appointment. The Trustee shall, upon the request of STT, BG and Royal Dutch Shell acting jointly to do so, terminate the appointment of any such paying agent. |
13. | INVESTMENT RESTRICTIONS |
The dividend amounts forming part of the Trust Property, or any part thereof, shall only be held in one or more bank accounts and such amounts must be held in cash.
14. | AMENDMENTS OF TRUST DEED |
14.1 | The terms and conditions of this Trust Deed may be varied or supplemented, provided that: |
(A) | no variation or supplementary provision shall have any force or effect unless it has been approved by the boards of directors of STT, BG and Royal Dutch Shell acting jointly; and |
(B) | no variation or supplementary provision shall have the effect that the purpose and object of the Trust are altered. |
14.2 | Should STT, BG and Royal Dutch Shell wish to have the Trust Deed amended, STT, BG and Royal Dutch Shell will be entitled jointly to notify the Trustee in writing of the amendment so required and the Trustee shall do all things within its power to bring about such amendment unless so doing would be in breach of its fiduciary duties and/or its duties of care and skill. |
14.3 | Should the High Court at any time approve a modification of the STT Scheme or the BG Scheme which necessitates the amendment of this Trust Deed so as to render it consistent with the provisions of that scheme as amended, the Trustee shall, notwithstanding any other provisions hereof, do all such things and take all such steps as may be necessary to amend the Trust Deed accordingly. |
15. | ENTIRE AGREEMENT |
15.1 | This Trust Deed constitutes the whole and only agreement between the parties relating to the Trust. |
15.2 | Each party acknowledges that in entering into this Trust Deed it is not relying upon any pre-contractual statement which is not set out in this Trust Deed. |
15.3 | Except in the case of fraud, no party shall have any right of action against any other party to this Trust Deed arising out of or in connection with any pre-contractual statement except to the extent that it is repeated in this Trust Deed. |
17
15.4 | For the purposes of this clause, pre-contractual statement means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of this Trust Deed made or given by any person at any time prior to the date of this Trust Deed. |
16. | DISSOLUTION OF THE TRUST |
16.1 | The Trustee shall, at the request of Royal Dutch Shell, BG and STT, acting jointly, dissolve the Trust provided that, subject to clause 16.2, dissolution shall not occur for so long as there remains Trust Property in respect of which the time period in clause 16.2 has not expired. |
16.2 | The Trust shall not endure for a period in excess of 80 (eighty) years from the date of execution of the Original Trust Deed. |
16.3 | Upon the dissolution of the Trust, the assets of the Trust, if any, shall be liquidated and distributed in accordance with the directions given by Royal Dutch Shell. |
17. | COUNTERPARTS |
This deed may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this deed, but all the counterparts shall together constitute but one and the same instrument.
18. | GOVERNING LAW |
This Trust Deed is governed by and shall be construed in accordance with English law.
IN WITNESS WHEREOF this Trust Deed has been executed and delivered as a deed on the date first above written.
Executed as a deed by THE SHELL TRANSPORT AND TRADING COMPANY LIMITED |
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Executed as a deed by COMPUTERSHARE TRUSTEES (JERSEY) LIMITED in its capacity as Trustee of the Royal Dutch Shell Dividend Access Trust | ) ) ) ) |
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Executed as a deed by BG GROUP PLC acting by one director and the secretary |
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Executed as a deed by ROYAL DUTCH SHELL PLC acting by one director and the secretary |
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529150458
20
CONTENTS
Page | ||||||
1. | INTERPRETATION | 7 | ||||
2. | ESTABLISHMENT OF THE TRUST | 10 | ||||
3. | OBJECT AND PURPOSE | 11 | ||||
4. | APPOINTMENT OF TRUSTEE | 12 | ||||
5. | VACATION OF OFFICE BY TRUSTEE | 13 | ||||
6. | DUTIES OF TRUSTEE | 13 | ||||
7. | POWERS OF TRUSTEE | 14 | ||||
8. | BOOKS AND RECORDS | 15 | ||||
9. | DISCRETION OF TRUSTEE | 15 | ||||
10. | LIABILITY OF TRUSTEE | 15 | ||||
11. | REMUNERATION | 16 | ||||
12. | APPLICATION OF TRUST PROPERTY | 16 | ||||
13. | INVESTMENT RESTRICTIONS | 17 | ||||
14. | AMENDMENTS OF TRUST DEED | 17 | ||||
15. | ENTIRE AGREEMENT | 17 | ||||
16. | DISSOLUTION OF THE TRUST | 18 | ||||
17. | COUNTERPARTS | 18 | ||||
18. | GOVERNING LAW | 18 |
DATED 19 May 2005 and Amended and Restated on 15 February 2016
TRUST DEED FOR
THE ROYAL DUTCH SHELL
DIVIDEND ACCESS TRUST
Slaughter and May
One Bunhill Row
London EC1Y 8YY
(RJYT/RAI/CQPM)
529150458
E1
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ADDITIONAL INFORMATION
|
|||||
EXHIBIT 7.1 |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 7.1 |
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES |
$ MILLION |
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
Pre-tax income from continuing operations before income from equity investees |
(1,480 | ) | 22,198 | 26,317 | 41,564 | 46,806 | ||||||||||||||
Total fixed charges | 2,495 | 2,113 | 1,710 | 1,712 | 1,608 | |||||||||||||||
Distributed income from equity investees | 4,627 | 6,902 | 7,117 | 10,573 | 9,681 | |||||||||||||||
Interest capitalised | (839 | ) | (757 | ) | (762 | ) | (567 | ) | (674 | ) | ||||||||||
Total earnings | 4,803 | 30,456 | 34,382 | 53,282 | 57,421 | |||||||||||||||
Interest expensed and capitalised | 1,795 | 1,522 | 1,412 | 1,461 | 1,209 | |||||||||||||||
Interest within rental expense | 700 | 591 | 298 | 251 | 399 | |||||||||||||||
Total fixed charges | 2,495 | 2,113 | 1,710 | 1,712 | 1,608 | |||||||||||||||
Ratio of earnings to fixed charges | 1.93 | 14.41 | 20.11 | 31.12 | 35.71 |
For the purposes of the table above, earnings consist of pre-tax income from continuing operations (before adjustment for non-controlling interest) plus fixed charges (excluding capitalised interest) less undistributed income of joint ventures and associates. Fixed charges consist of expensed and capitalised interest (excluding accretion expense) plus interest within rental expenses (for operating leases).
ADDITIONAL INFORMATION
|
E2
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 |
EXHIBIT 8 |
SIGNIFICANT SUBSIDIARIES AND OTHER RELATED UNDERTAKINGS (AUDITED)
Significant subsidiaries and other related undertakings at December 31, 2015, are set out below. Significant subsidiaries each meet a threshold of 1% of the average yearly income attributable to Royal Dutch Shell plc shareholders in 2011-2015 and/or 1% of Shells total assets at December 31, 2015. Shells percentage of share capital is shown to the nearest whole number. All subsidiaries have been included in the Consolidated Financial Statements on pages 115-152. Those held directly by the Company are marked with an asterisk(*). A number of the entities listed are dormant or not yet operational.
SIGNIFICANT SUBSIDIARIES
Country of incorporation | Company name | % | Class of shares held | |||||
Argentina |
Shell Compania Argentina De Petroleo S.A. | 100 | Nominative (Voting) | |||||
Australia |
Shell Australia Pty Ltd | 100 | Ordinary | |||||
Australia |
Shell Energy Holdings Australia Limited | 100 | Ordinary | |||||
Barbados |
Shell Western Supply & Trading Ltd | 100 | Ordinary | |||||
Bermuda |
Qatar Shell GTL Limited | 100 | Ordinary | |||||
Bermuda |
Shell International Trading Middle East Limited | 100 | Ordinary | |||||
Bermuda |
Shell Oman Trading Limited | 100 | Ordinary | |||||
Bermuda |
Solen Insurance Limited | 100 | Ordinary | |||||
Bermuda |
Tacoma Company Limited | 100 | Ordinary | |||||
Brazil |
Shell Brasil Petroleo Ltda | 100 | Quotas (Voting) | |||||
Canada |
Shell Canada Energy | 100 | Ordinary | |||||
Canada |
Shell Canada Limited | 100 | Ordinary | |||||
Canada |
Shell Canada Products | 100 | Ordinary | |||||
Gabon |
Shell Gabon SA | 75 | Ordinary | |||||
Germany |
Deutsche Shell GmbH | 100 | Ordinary | |||||
Germany |
Deutsche Shell Holding GmbH | 100 | Ordinary | |||||
Germany |
Shell Deutschland Oil GmbH | 100 | Ordinary | |||||
Italy |
Shell Italia E&P SpA | 100 | Ordinary | |||||
Luxembourg |
Shell Finance Luxembourg Sarl | 100 | Ordinary | |||||
Luxembourg |
Shell Luxembourgeoise Sarl | 100 | Ordinary | |||||
Luxembourg |
Shell Treasury Luxembourg Sarl | 100 | Ordinary | |||||
Malaysia |
Sarawak Shell Berhad | 100 | Ordinary | |||||
Netherlands |
B.V. Dordtsche Petroleum Maatschappij | 100 | Ordinary | |||||
Netherlands |
Shell Brazil Holding B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Finance (Netherlands) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Gas B.V. | 100 | Ordinary | |||||
Netherlands |
Shell International Finance B.V.* | 100 | Ordinary | |||||
Netherlands |
Shell Kazakhstan Development B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Nederland Raffinaderij B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Olie Og Gasudvinding Danmark B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Overseas Investments B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Petroleum N.V.* | 100 | Ordinary | |||||
Netherlands |
Shell Philippines Exploration B.V. | 100 | Ordinary | |||||
Nigeria |
Shell Nigeria Exploration and Production Company Ltd | 100 | Ordinary | |||||
Nigeria |
The Shell Petroleum Development Company of Nigeria Limited | 100 | Ordinary | |||||
Norway |
A/S Norske Shell | 100 | Ordinary | |||||
Singapore |
Shell Eastern Petroleum (Pte) Ltd | 100 | Ordinary | |||||
Singapore |
Shell Eastern Trading (Pte) Ltd | 100 | Ordinary | |||||
Singapore |
Shell Treasury Centre East (Pte) Ltd | 100 | Ordinary | |||||
Switzerland |
Shell Finance Switzerland AG | 100 | Ordinary | |||||
Switzerland |
Solen Versicherungen AG | 100 | Registered (Voting) | |||||
UK |
Enterprise Oil Limited | 100 | Ordinary | |||||
UK |
Shell China Exploration and Production Company Limited | 100 | Ordinary | |||||
UK |
Shell Energy Europe Limited | 100 | Ordinary | |||||
UK |
Shell Energy Investments Limited | 100 | Ordinary | |||||
UK |
Shell Holdings (U.K.) Limited | 100 | Ordinary | |||||
UK |
Shell Overseas Holdings Limited | 100 | Ordinary | |||||
UK |
Shell Trading International Limited | 100 | Ordinary | |||||
UK |
Shell Treasury Centre Limited | 100 | Ordinary | |||||
UK |
Shell Treasury Dollar Company Limited | 100 | Ordinary |
E3
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ADDITIONAL INFORMATION
|
|||||
EXHIBIT 8 |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 CONTINUED |
Country of incorporation | Company name | % | Class of shares held | |||||
UK |
Shell Treasury UK Limited | 100 | Ordinary | |||||
UK |
Shell U.K. Limited | 100 | Ordinary | |||||
UK |
The Shell Petroleum Company Limited | 100 | Ordinary | |||||
UK |
The Shell Transport and Trading Company Limited | 100 | Ordinary | |||||
USA |
Enterprise Oil North America Inc. | 100 | Ordinary | |||||
USA |
Equilon Enterprises LLC | 100 | Membership Interest | |||||
USA |
SCOGI, G.P. | 100 | Partnership Capital | |||||
USA |
Shell Chemical LP | 100 | Partnership Capital | |||||
USA |
Shell Energy North America (US), L.P. | 100 | Partnership Capital | |||||
USA |
Shell Gulf of Mexico Inc. | 100 | Ordinary | |||||
USA |
Shell Offshore Inc. | 100 | Ordinary | |||||
USA |
Shell Oil Company | 100 | Ordinary | |||||
USA |
Shell Petroleum Inc. | 100 | Ordinary | |||||
USA |
Shell Trading (US) Company | 100 | Ordinary | |||||
USA |
Shell US E&P Investments LLC | 100 | Membership Interest | |||||
USA |
SOI Finance Inc. | 100 | Ordinary | |||||
USA |
SOPC Holdings East LLC | 100 | Membership Interest | |||||
USA |
SOPC Holdings West LLC | 100 | Membership Interest | |||||
USA |
SWEPI LP | 100 | Partnership Capital | |||||
USA |
TMR Company | 100 | Ordinary |
OTHER RELATED UNDERTAKINGS
Country of incorporation | Company name | % | Class of shares held | |||||
Argentina |
Deheza S.A.I.C.F.Ei. | 100 | Ordinary | |||||
Argentina |
Energina Compania Argentina De Petroleo S.A | 100 | Ordinary, Nominative (Voting) | |||||
Argentina |
Estacion Lima S.A. | 100 | Ordinary | |||||
Argentina |
O & G Developments Ltd S.A. | 100 | Ordinary | |||||
Argentina |
Shell Gas S.A | 100 | Ordinary | |||||
Australia |
Arrow Energy Holdings Pty Ltd | 50 | Ordinary | |||||
Australia |
Austen and Butta Pty Ltd | 100 | Ordinary | |||||
Australia |
Cairns Airport Refuelling Serviice Pty Ltd | 25 | Ordinary | |||||
Australia |
Fuelink Pty Ltd | 100 | Ordinary | |||||
Australia |
Monash Energy Pty Ltd | 50 | Ordinary | |||||
Australia |
North West Shelf LNG Pty Ltd | 100 | Ordinary | |||||
Australia |
Provident & Pensions Holdings Proprietary Limited | 100 | Ordinary | |||||
Australia |
Sasf Pty Ltd | 100 | Ordinary | |||||
Australia |
Shell Australia Lubricants Production Pty.Ltd. | 100 | Ordinary | |||||
Australia |
Shell Australia Services Company Pty Ltd | 100 | Ordinary | |||||
Australia |
Shell Aviation Australia Pty.Ltd. | 100 | Ordinary | |||||
Australia |
Shell Custodian Pty Ltd | 100 | Ordinary | |||||
Australia |
Shell Development (Psc19) Pty Ltd | 100 | Ordinary | |||||
Australia |
Shell Development (Psc20) Pty Ltd | 100 | Ordinary | |||||
Australia |
Shell Eastern Australia Pty Ltd | 100 | Ordinary | |||||
Australia |
Shell Energy Investments Australia Pty Ltd | 100 | Ordinary | |||||
Australia |
Shell Finance (Australia) Pty Ltd | 100 | Ordinary | |||||
Australia |
Shell Global Solutions Australia Pty Ltd | 100 | Ordinary | |||||
Australia |
Shell Tankers Australia Pty Ltd | 100 | Ordinary | |||||
Australia |
Sirius Well Manufacturing Services Australia Pty Ltd | 50 | Ordinary | |||||
Australia |
Trident LNG Shipping Services Pty Ltd | 100 | Ordinary | |||||
Australia |
Trident Shipping Services Pty Ltd | 100 | Ordinary | |||||
Australia |
Woodside Petroleum Ltd | 14 | Ordinary | |||||
Australia |
Zip Airport Services Pty Ltd | 100 | Ordinary | |||||
Austria |
Salzburg Fuelling GmbH | 33 | Ordinary | |||||
Austria |
Shell Austria Gesellschaft M.B.H. | 100 | Ordinary | |||||
Austria |
Shell Brazil Holding GmbH | 100 | Ordinary | |||||
Austria |
Shell China Holding GmbH | 100 | Ordinary |
ADDITIONAL INFORMATION
|
E4
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 |
Country of incorporation | Company name | % | Class of shares held | |||||
Austria |
TBG Tanklager Betriebsgesellschaft mbH | 50 | Ordinary | |||||
Austria |
Transalpine Oelleitung In Osterreich Gesellschaft M.B.H. | 19 | Ordinary | |||||
Bahamas |
Shell E & P Ireland Offshore Inc | 100 | Ordinary | |||||
Belgium |
Belgian Shell S.A. | 100 | Ordinary | |||||
Belgium |
Cri Catalyst Company Belgium N.V | 100 | Ordinary | |||||
Belgium |
Ethyleen Pijpleiding Maatschappij (Belgie) N.V. | 100 | Ordinary | |||||
Belgium |
New Market Belgium | 100 | Ordinary | |||||
Bermuda |
Gas Investments & Services Company Ltd | 85 | Ordinary | |||||
Bermuda |
Kuwait Shell Limited | 100 | Ordinary | |||||
Bermuda |
Pecten Middle East Services Company Ltd | 100 | Ordinary | |||||
Bermuda |
Pecten Somalia Company Limited | 100 | Ordinary | |||||
Bermuda |
Sakhalin Energy Investment Company Ltd. | 28 | Ordinary | |||||
Bermuda |
Shell Australia Natural Gas Shipping Limited | 100 | Ordinary | |||||
Bermuda |
Shell Bermuda (Overseas) Limited | 100 | Ordinary | |||||
Bermuda |
Shell Caribbean & Central America Ltd | 100 | Ordinary | |||||
Bermuda |
Shell Cuiaba Holdings Limited | 100 | Ordinary | |||||
Bermuda |
Shell Deepwater Borneo Limited | 100 | Ordinary | |||||
Bermuda |
Shell EP International Limited | 100 | Ordinary | |||||
Bermuda |
Shell Exploration and Production Guyana Limited | 100 | Ordinary | |||||
Bermuda |
Shell Gabon Holdings Limited | 100 | Ordinary | |||||
Bermuda |
Shell Holdings (Bermuda) Limited | 100 | Ordinary | |||||
Bermuda |
Shell Markets (Middle East) Limited | 100 | Ordinary | |||||
Bermuda |
Shell Mexico Exploration and Production Investment Limited | 100 | Ordinary | |||||
Bermuda |
Shell Offshore Central Gabon Ltd | 100 | Ordinary | |||||
Bermuda |
Shell Overseas Holdings (Oman) Limited | 100 | Ordinary | |||||
Bermuda |
Shell Petroleum (Malaysia) Ltd | 100 | Ordinary | |||||
Bermuda |
Shell Saudi Arabia (Refining) Limited | 100 | Ordinary | |||||
Bermuda |
Shell South Syria Exploration Limited | 100 | Ordinary | |||||
Bermuda |
Shell Trading (M.E.) Private Limited | 100 | Ordinary | |||||
Bermuda |
Shell Trust (Bermuda) Limited | 100 | Ordinary | |||||
Bermuda |
Shell Trust (U.K. Property) Limited | 100 | Ordinary | |||||
Bermuda |
South Rub Al-Khali Company Ltd | 50 | Ordinary | |||||
Brazil |
Comgas Companhia De Gas De Sao Paulo | 22 | Ordinary | |||||
Brazil |
Fusus Comercio E Participacoes Ltda. | 100 | Ordinary | |||||
Brazil |
Icolub Industria De Lubrificantes S.A. | 100 | Quotas (Voting) | |||||
Brazil |
Pecten Do Brasil Servicos De Petroleo Ltda | 100 | Quotas (Voting) | |||||
Brazil |
Raizen Combustíveis S/A | 50 | Ordinary | |||||
Brazil |
Raizen Energia S.A | 50 | Ordinary | |||||
Brazil |
Raizen S/A | 50 | Equity (Voting) | |||||
Brazil |
Seapos Ltda | 100 | Quotas (Voting) | |||||
Brunei |
Brunei LNG Sendirian Berhad | 25 | Ordinary | |||||
Brunei |
Brunei Shell Marketing Company Sendirian Berhad | 50 | Ordinary | |||||
Brunei |
Brunei Shell Petroleum Company Sendirian Berhad | 50 | Ordinary | |||||
Brunei |
Brunei Shell Tankers Sendirian Berhad | 25 | Ordinary | |||||
Brunei |
Shell Borneo Sendirian Berhad | 100 | Ordinary | |||||
Bulgaria |
Shell Bulgaria Ead | 100 | Ordinary | |||||
Cambodia |
Angkor Resources Co Ltd | 49 | Ordinary | |||||
Canada |
3095381 Nova Scotia Company | 100 | Ordinary | |||||
Canada |
6581528 Canada Ltd. | 100 | Ordinary | |||||
Canada |
7026609 Canada Inc. | 100 | Ordinary | |||||
Canada |
Alberta Products Pipe Line Ltd. | 20 | Ordinary | |||||
Canada |
Albian Sands Energy Inc. | 60 | Ordinary | |||||
Canada |
Blackrock Ventures Inc. | 100 | Ordinary | |||||
Canada |
BR Oil Sands Corporation | 100 | Ordinary | |||||
Canada |
Cansolv Technologies Inc. | 100 | Ordinary | |||||
Canada |
Coral Cibola Canada Inc. | 100 | Ordinary | |||||
Canada |
Criterion Catalysts & Technologies Canada, Inc. | 100 | Ordinary | |||||
Canada |
FP Solutions Corporation | 33 | Ordinary |
E5
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ADDITIONAL INFORMATION
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EXHIBIT 8 |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 CONTINUED |
Country of incorporation | Company name | % | Class of shares held | |||||
Canada |
Jackpine Mine Inc. | 100 | Ordinary | |||||
Canada |
LNG Canada Development Inc. | 50 | Ordinary | |||||
Canada |
Pennzoil-Quaker State Canadian Holdings Ltd. | 100 | Ordinary | |||||
Canada |
Sable Offshore Energy Inc. | 33 | Ordinary | |||||
Canada |
SCL Pipeline Inc. | 100 | Ordinary | |||||
Canada |
SFJ Inc. | 50 | Ordinary | |||||
Canada |
Shell Americas Funding (Canada) Limited | 100 | Ordinary | |||||
Canada |
Shell Canada Exploration | 100 | Membership Interest | |||||
Canada |
Shell Canada Op Inc. | 100 | Ordinary | |||||
Canada |
Shell Canada Resources | 100 | Membership Interest | |||||
Canada |
Shell Canada Services Limited | 100 | Ordinary | |||||
Canada |
Shell Chemicals Canada | 100 | Membership Interest | |||||
Canada |
Shell Energy North America (Canada) Inc. | 100 | Ordinary | |||||
Canada |
Shell Global Solutions Canada Inc | 100 | Ordinary | |||||
Canada |
Shell Quebec Limitee | 100 | Ordinary | |||||
Canada |
Shell Trading Canada | 100 | Membership Interest | |||||
Canada |
Sirius Well Manufacturing Services Canada Ltd | 50 | Ordinary | |||||
Canada |
Sun-Canadian Pipeline Company Limited | 45 | Ordinary | |||||
Canada |
Trans-Northern Pipelines Inc. | 20 | Ordinary | |||||
Cayman Islands |
Beryl North Sea Limited | 100 | Ordinary | |||||
Cayman Islands |
Schiehallion Oil & Gas Limited | 100 | Ordinary | |||||
Cayman Islands |
Shell North Sea Holdings Limited | 100 | Ordinary | |||||
Cayman Islands |
Shell Upstream Gabon Cayman Holdings No. 1 | 100 | Ordinary | |||||
Cayman Islands |
Shell Upstream Gabon Cayman Holdings No. 2 | 100 | Ordinary | |||||
Cayman Islands |
Shell Upstream Gabon Cayman Holdings No. 3 | 100 | Ordinary | |||||
Channel Islands |
Morzine Limited | 33 | Ordinary | |||||
Channel Islands |
Shell Service Station Properties Limited | 100 | Ordinary | |||||
China |
Beijing Shell Petroleum Company Ltd | 49 | Ordinary | |||||
China |
Cansolv Technologies (Beijing) Company Limited | 100 | Ordinary | |||||
China |
Chongqing Doyen Shell Petroleum and Chemical Co. Ltd. | 49 | Ordinary | |||||
China |
CNOOC and Shell Petrochemicals Company Limited | 50 | Ordinary | |||||
China |
Guangdong Gsz Shell Service Stations Company Ltd | 100 | Ordinary | |||||
China |
Hangzhou Natural Gas Company Limited | 25 | Ordinary | |||||
China |
Shell (China) Limited | 100 | Ordinary | |||||
China |
Shell (China) Projects & Technology Limited | 100 | Ordinary | |||||
China |
Shell (Shanghai) Technology Limited | 100 | Ordinary | |||||
China |
Shell (Tianjin) Lubricants Company Limited | 100 | Ordinary | |||||
China |
Shell (Tianjin) Oil and Petrochemical Company Limited | 100 | Ordinary | |||||
China |
Shell (Zhuhai) Lubricants Company Limited | 100 | Ordinary | |||||
China |
Shell Energy (China) Limited | 100 | Ordinary | |||||
China |
Shell North China Petroleum Group Co., Ltd. | 49 | Ordinary | |||||
China |
Shell Road Solutions (Ezhou) Co. Ltd. | 69 | Ordinary | |||||
China |
Shell Road Solutions (Luzhou) Co. Ltd. | 100 | Ordinary | |||||
China |
Shell Road Solutions (XiAn) Co. Ltd. | 100 | Ordinary | |||||
China |
Shell Road Solutions (Zhenjiang) Co. Ltd | 100 | Ordinary | |||||
China |
Shell Road Solutions Xinyue (Foshan) Co. Ltd. | 60 | Ordinary | |||||
China |
Sinopec and Shell (Jiangsu) Petroleum Marketing Company Limited | 40 | Ordinary | |||||
China |
Sirius Well Manufacturing Services (China) Co. Ltd. | 50 | Ordinary | |||||
China |
Suzhou Liyuan Retail Site Management Co., Ltd. | 50 | Ordinary | |||||
China |
Yanchang and Shell (Guangdong) Petroleum Co., Ltd. | 49 | Ordinary | |||||
China |
Yanchang and Shell (Sichuan) Petroleum Company Limited | 45 | Ordinary | |||||
China |
Yanchang and Shell Petroleum Company Limited | 45 | Ordinary | |||||
China |
Yueyang Sinopec and Shell Coal Gasification Company Limited | 50 | Equity (Voting) | |||||
China |
Zhejiang Shell Oil and Petrochemical Company Limited | 100 | Ordinary | |||||
Colombia |
C.I. Shell Comercializadora Colombia, S.A.S | 100 | Ordinary | |||||
Colombia |
Shell Colombia S.A. | 100 | Ordinary | |||||
Colombia |
Shell Exploration and Production Colombia GmbH Sucursal Colo | 100 | Ordinary |
ADDITIONAL INFORMATION
|
E6
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 |
Country of incorporation | Company name | % | Class of shares held | |||||
Colombia |
Union Temporal Bloque Sin Off 7 | 65 | Ordinary | |||||
Cook Islands |
Branstone (International) Limited | 100 | Ordinary, Redeemable | |||||
Cyprus |
Rosneft-Shell Caspian Ventures Ltd | 49 | Ordinary, Non-redeemable | |||||
Czech Republic |
Shell Czech Republic A.S. | 100 | Ordinary | |||||
Denmark |
A/S Dansk Shell | 100 | Ordinary | |||||
Denmark |
Dansk Fuels A/S | 100 | Ordinary | |||||
Denmark |
Shell Statoil Refuelling (Billund) I/S | 50 | Ordinary | |||||
Denmark |
Shell EP Holdingselskab Danmark ApS | 100 | Ordinary | |||||
Denmark |
Shell Olie-Og Gasudvinding Danmark Pipelines ApS | 100 | Ordinary | |||||
Denmark |
Shell/Statoil Total I/S | 33 | Ordinary | |||||
Egypt |
Alam El Shawish Petroleum Company | 20 | Ordinary | |||||
Egypt |
Badr Petroleum Company | 50 | Ordinary | |||||
Egypt |
Obaiyed Petroleum Company | 50 | Ordinary | |||||
Egypt |
Shell Egypt Trading | 100 | Ordinary | |||||
Egypt |
Shell Lubricants Egypt | 100 | Ordinary | |||||
Egypt |
Sitra Petroleum Company | 50 | Ordinary | |||||
Egypt |
Tiba Petroleum Company | 26 | Ordinary | |||||
Egypt |
West Sitra Petroleum Company | 50 | Ordinary | |||||
Finland |
Shell Aviation Finland Oy | 100 | Ordinary | |||||
France |
Avitair SAS | 100 | Ordinary | |||||
France |
Geogaz Lavera SA | 28 | Ordinary | |||||
France |
Geovexin SA | 20 | Ordinary | |||||
France |
Groupement Petrolier Aviation (G.I.E.) | 33 | Ordinary | |||||
France |
Infineum France | 50 | Ordinary | |||||
France |
Service Aviation Paris (G.I.E.) | 33 | Ordinary | |||||
France |
Shell Exploration and Production France SAS | 100 | Ordinary | |||||
France |
Shell Retraites SAS | 100 | Ordinary | |||||
France |
Soc. De. Part. Dans Spitp Sarl | 53 | Ordinary | |||||
France |
Societe De Gestion Mobiliere Et Immobiliere SA | 100 | Ordinary | |||||
France |
Societe Des Lubrifiants De Nanterre | 100 | Ordinary | |||||
France |
Societe Des Petroles Shell SAS | 100 | Ordinary | |||||
France |
Societe Provencale Des Bitumes (S.A.S.) | 100 | Ordinary | |||||
France |
Ste Du Pipeline Sud Europeen SA | 21 | Ordinary | |||||
Gabon |
Shell Upstream Gabon SA | 100 | Ordinary | |||||
Germany |
Ages Maut System GmbH & Co KG | 20 | Ordinary | |||||
Germany |
Beb Beteiligungs GmbH | 50 | Ordinary | |||||
Germany |
Beb Erdgas Und Erdoel GmbH & Co. KG | 50 | Ordinary | |||||
Germany |
Beb Holding GmbH | 50 | Ordinary | |||||
Germany |
Carissa Einzelhandel-Und Tankstellenservice GmbH & Co. KG | 100 | Ordinary | |||||
Germany |
Carissa Verwaltungsgesellschaft mbH | 100 | Ordinary | |||||
Germany |
Cri Catalyst Leuna GmbH | 100 | Ordinary | |||||
Germany |
Cri Deutschland GmbH | 100 | Ordinary | |||||
Germany |
Deutsche Transalpine Oelleitung GmbH | 19 | Ordinary | |||||
Germany |
Erdoel-Raffinerie Deurag-Nerag GmbH | 50 | Ordinary | |||||
Germany |
Euroshell Deutschland GmbH & Co.KG | 100 | Ordinary | |||||
Germany |
Euroshell Deutschland Verwaltungsgesellschaft mbH | 100 | Ordinary | |||||
Germany |
FBG Ferngasbeteiligungsgesellschaft mbH | 100 | Ordinary | |||||
Germany |
H2 Mobility Deutschland GmbH and Co KG | 28 | Ordinary | |||||
Germany |
Hprds Und Spnv Deutschland Oil GmbH & Co. KG | 100 | Ordinary | |||||
Germany |
Hprds Und Spnv Deutschland Verwaltungsges. mbH | 90 | Ordinary | |||||
Germany |
Min. Oelraff. Oberrh. Verw. GmbH | 32 | Ordinary | |||||
Germany |
Nord-West Oelleitung GmbH | 20 | Ordinary | |||||
Germany |
Oberrhein. Mineraloelwerke GmbH | 42 | Ordinary | |||||
Germany |
Pck Raffinerie GmbH | 38 | Ordinary | |||||
Germany |
Reg Raffinerie-Energie GmbH & Co. OHG | 20 | Ordinary | |||||
Germany |
Rheinland Kraftstoff GmbH | 100 | Ordinary | |||||
Germany |
Rhein-Main-Rohrleitungstransportgesellschaft mbH | 63 | Ordinary | |||||
Germany |
Shell Algeria Zerafa GmbH | 100 | Ordinary |
E7
|
ADDITIONAL INFORMATION
|
|||||
EXHIBIT 8 |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 CONTINUED |
Country of incorporation | Company name | % | Class of shares held | |||||
Germany |
Shell Energy Deutschland GmbH | 100 | Equity (Voting) | |||||
Germany |
Shell Erdgas Beteiligungsgesellschaft mbH | 100 | Ordinary | |||||
Germany |
Shell Erdgas Marketing GmbH & Co. KG | 50 | Equity (Voting) | |||||
Germany |
Shell Erdoel Und Erdgas Exploration GmbH | 100 | Ordinary | |||||
Germany |
Shell Erneuerbare Energien GmbH | 100 | Ordinary | |||||
Germany |
Shell Exploration and Development Libya GmbH I | 100 | Ordinary | |||||
Germany |
Shell Exploration and Production Colombia GmbH | 100 | Ordinary | |||||
Germany |
Shell Exploration and Production Libya GmbH | 100 | Ordinary | |||||
Germany |
Shell Exploration Et Production Du Maroc GmbH | 100 | Ordinary | |||||
Germany |
Shell Exploration New Ventures One GmbH | 100 | Ordinary | |||||
Germany |
Shell Exploration and Produktion Deutschland GmbH | 100 | Ordinary | |||||
Germany |
Shell Global Solutions Deutschland GmbH | 100 | Ordinary | |||||
Germany |
Shell Grundstucksgesellschaft Wesseling GmbH & Co KG | 100 | Ordinary | |||||
Germany |
Shell Hydrogen Deutschland GmbH | 100 | Ordinary | |||||
Germany |
Shell Tunisia El Jem GmbH | 100 | Ordinary | |||||
Germany |
Shell Tunisia Kairouan GmbH | 100 | Ordinary | |||||
Germany |
Shell Tunisia Offshore GmbH | 100 | Ordinary | |||||
Germany |
Shell Verwaltungsgesellschaft Fur Erdgasbeteiligungen mbH | 100 | Ordinary | |||||
Germany |
SPNV Deutschland Beteiligungsges. mbH | 100 | Ordinary | |||||
Germany |
Zeller & Cie S.A.R.L. | 50 | Ordinary | |||||
Greece |
Attiki Gas Supply Company S.A. | 49 | Ordinary | |||||
Greece |
Shell & MOH Aviation Fuels A.E. | 51 | Nominative (Voting) | |||||
Greenland |
Shell Greenland A/S | 100 | Ordinary | |||||
Guam |
Shell Guam Inc. | 100 | Ordinary | |||||
Hong Kong |
AFSC Management Limited | 11 | Ordinary | |||||
Hong Kong |
AFSC Operations Limited | 11 | Ordinary | |||||
Hong Kong |
AFSC Refuelling Limited | 11 | Ordinary | |||||
Hong Kong |
Aviation Fuel Supply Company-Partnership | 11 | Ordinary | |||||
Hong Kong |
Branstone Company Limited | 100 | Ordinary | |||||
Hong Kong |
Fulmart Limited | 100 | Ordinary | |||||
Hong Kong |
Hong Kong Response Limited | 25 | Ordinary | |||||
Hong Kong |
Ocean Century Tf Limited | 100 | Ordinary, Redeemable | |||||
Hong Kong |
Shell Bitumen China Holdings Limited | 100 | Ordinary | |||||
Hong Kong |
Shell Developments (HK) Limited | 100 | Ordinary, Redeemable | |||||
Hong Kong |
Shell Hong Kong Limited | 100 | Ordinary | |||||
Hong Kong |
Shell Korea Limited | 100 | Ordinary | |||||
Hong Kong |
Shell Macau Limited | 100 | Ordinary | |||||
Hungary |
Shell Hungary Kereskedelmi Cltd. | 100 | Ordinary | |||||
India |
Andhra LNG Private Limited | 100 | Equity (Voting) | |||||
India |
Hazira LNG Private Limited | 74 | Equity (Voting) | |||||
India |
Hazira Port Private Limited | 74 | Equity (Voting) | |||||
India |
Pennzoil Quaker State India Limited | 100 | Ordinary | |||||
India |
Shell India Markets Private Limited | 100 | Equity (Voting) | |||||
India |
Shell Mrpl Aviation Fuels and Services Limited | 50 | Ordinary | |||||
Indonesia |
PT. Gresik Distribution Terminal | 100 | Ordinary | |||||
Indonesia |
PT. Shell Indonesia | 100 | Ordinary | |||||
Indonesia |
PT. Shell Manufacturing Indonesia | 100 | Ordinary | |||||
Indonesia |
PT. Shell Solar Indonesia | 100 | Ordinary | |||||
Indonesia |
Shell Upstream Indonesia Services Rep Office | 100 | Ordinary | |||||
Iraq |
Basrah Gas Company | 44 | Ordinary | |||||
Ireland |
Asiatic Petroleum Company (Dublin) Limited | 100 | Ordinary | |||||
Ireland |
Irish Shell Trust Limited | 100 | Ordinary | |||||
Ireland |
Shell and Topaz Aviation Ireland Limited | 50 | Ordinary | |||||
Ireland |
Shell Bitumen Ireland Limited | 100 | Ordinary | |||||
Ireland |
Shell E&P Ireland Limited | 100 | Ordinary | |||||
Isle of Man |
Petrolon Europe Limited | 100 | Ordinary | |||||
Isle of Man |
Petrolon International Limited | 100 | Ordinary |
ADDITIONAL INFORMATION
|
E8
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 |
Country of incorporation | Company name | % | Class of shares held | |||||
Isle of Man |
Shell Marine Personnel (I.O.M.) Limited | 100 | Ordinary | |||||
Isle of Man |
Shell Ship Management Limited | 100 | Ordinary | |||||
Italy |
Alle Srl | 100 | Quotas (Voting) | |||||
Italy |
Aquila S.P.A. | 100 | Ordinary | |||||
Italy |
Infineum Italia Srl | 50 | Quotas (Voting) | |||||
Italy |
Shell Energy Italia S.R.L | 100 | Quotas (Voting) | |||||
Italy |
Shell Italia Holding SpA | 100 | Ordinary | |||||
Italy |
Shell Italia Oil Products S.R.L | 100 | Quotas (Voting) | |||||
Italy |
Societa Italiana Per LOleodotto Transalpino S.P.A. | 19 | Ordinary | |||||
Italy |
Societa Oleodotti Meridionali SpA | 30 | Ordinary | |||||
Japan |
Brunei Energy Services Company, Ltd. | 25 | Ordinary | |||||
Japan |
Japan Chemtech Ltd | 30 | Ordinary | |||||
Japan |
Sakhalin LNG Services Company Ltd. | 50 | Ordinary | |||||
Japan |
Shell Chemicals Japan Ltd. | 100 | Ordinary | |||||
Japan |
Shell Japan Limited | 100 | Ordinary | |||||
Japan |
Shell Japan Trading Ltd. | 68 | Ordinary | |||||
Japan |
Showa Shell Sekiyu K.K. | 35 | Ordinary | |||||
Luxembourg |
Bully 2 (Luxembourg) S.À R.L. | 50 | Ordinary | |||||
Luxembourg |
Tank Reinsurance SA | 21 | Ordinary | |||||
Macau |
Shell Gas (LPG) Macau Limited | 100 | Quotas (Voting) | |||||
Malaysia |
Bonuskad Loyalty Sdn Bhd | 33 | Ordinary, Redeemable | |||||
Malaysia |
IOT Management Sdn. Bhd. | 7 | Ordinary | |||||
Malaysia |
Kebabangan Petroleum Operating Company Sdn. Bhd. | 30 | Ordinary | |||||
Malaysia |
P S Pipeline Sdn Bhd | 50 | Ordinary | |||||
Malaysia |
P S Terminal Sdn Bhd | 35 | Ordinary | |||||
Malaysia |
Pertini Vista Sdn. Bhd | 100 | Ordinary | |||||
Malaysia |
Provista Ventures Sdn Bhd | 100 | Ordinary | |||||
Malaysia |
Shell Business Service Centre Sdn. Bhd. | 100 | Ordinary | |||||
Malaysia |
Shell Global Solutions (Malaysia) Sdn Bhd | 100 | Ordinary | |||||
Malaysia |
Shell Malaysia Trading Sendirian Berhad | 100 | Ordinary | |||||
Malaysia |
Shell Mds (Malaysia) Sendirian Berhad | 72 | Ordinary | |||||
Malaysia |
Shell New Ventures Malaysia Sdn. Bhd. | 100 | Ordinary, Redeemable | |||||
Malaysia |
Shell People Services Asia Sdn Bhd | 100 | Ordinary | |||||
Malaysia |
Shell Refining Company (Federation of Malaya) Berhad | 51 | Ordinary | |||||
Malaysia |
Shell Sabah Selatan Sdn. Bhd. | 100 | Ordinary | |||||
Malaysia |
Shell Timur Sdn Bhd | 70 | Ordinary | |||||
Malaysia |
Shell Treasury Malaysia (L) Limited | 100 | Ordinary | |||||
Malaysia |
Tanjung Manis Oil Terminal Management Sdn. Bhd. | 14 | Ordinary | |||||
Mauritius |
Pennzoil Products International Company | 100 | Equity (Voting) | |||||
Mexico |
Gas Del Litoral, S. De R.L. De C.V. | 75 | Ordinary | |||||
Mexico |
Shell Exploracion Y Extraccion De Mexico, S.A. De C.V. | 100 | Ordinary | |||||
Mexico |
Shell Mexico Gas Natural, S De Rl De CV | 100 | Ordinary | |||||
Mexico |
Shell Mexico,S.A. De C.V. | 100 | Ordinary | |||||
Mexico |
Shell Servicios Mexico, S.A. De C.V. | 100 | Ordinary | |||||
Mexico |
Shell Trading Mexico, S. De R.L. De C.V. | 100 | Ordinary | |||||
Netherlands |
Amsterdam Schiphol Pijpleiding Beheer B.V | 40 | Ordinary | |||||
Netherlands |
Attiki Gas B.V. | 100 | Ordinary | |||||
Netherlands |
B.R.E. B.V. | 100 | Ordinary | |||||
Netherlands |
B.V. Petroleum Assurantie Maatschappij | 100 | Ordinary | |||||
Netherlands |
BJS Oil Operations B.V. | 80 | Ordinary | |||||
Netherlands |
BJSA Exploration and Production B.V. | 100 | Ordinary | |||||
Netherlands |
Bogstone Holding BV | 51 | Ordinary | |||||
Netherlands |
Caspi Meruerty Operating Company B.V. | 40 | Ordinary | |||||
Netherlands |
Chosun Shell B.V. | 100 | Redeemable, Non-redeemable | |||||
Netherlands |
Cicerone Holding BV | 51 | Ordinary | |||||
Netherlands |
Ellba BV | 50 | Ordinary | |||||
Netherlands |
Ellba CV | 50 | Ordinary |
E9
|
ADDITIONAL INFORMATION
|
|||||
EXHIBIT 8 |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 CONTINUED |
Country of incorporation | Company name | % | Class of shares held | |||||
Netherlands |
Euroshell Cards B.V. | 100 | Ordinary | |||||
Netherlands |
Gasterra B.V. | 25 | Ordinary | |||||
Netherlands |
Infineum Holdings BV | 50 | Ordinary | |||||
Netherlands |
Integral Investments B.V. | 100 | Ordinary | |||||
Netherlands |
Jordan Oil Shale Company B.V. | 100 | Ordinary | |||||
Netherlands |
Libra Oil& Gas B.V. | 20 | Ordinary | |||||
Netherlands |
LNG Shipping Operation Services Netherlands B.V. | 100 | Ordinary | |||||
Netherlands |
Loyalty Management Netherlands B.V. | 33 | Ordinary | |||||
Netherlands |
Maasvlakte Olie Terminal C.V. | 22 | Partnership Capital | |||||
Netherlands |
Multi Tank Card B.V. | 30 | Ordinary | |||||
Netherlands |
N.V. Rotterdam-Rijn Pijpleiding Maatschappij | 56 | Ordinary | |||||
Netherlands |
Nederlandse Aardolie Maatschappij B.V. | 50 | Ordinary | |||||
Netherlands |
Netherlands Alng Holding Company B.V. | 100 | Ordinary | |||||
Netherlands |
Noordzeewind B.V | 50 | Ordinary | |||||
Netherlands |
Noordzeewind CV | 50 | Membership Interest | |||||
Netherlands |
Paqell BV | 50 | Ordinary | |||||
Netherlands |
Pernis Refining Company B.V. | 100 | Ordinary | |||||
Netherlands |
Raffinaderij Shell Mersin N.V. | 100 | Ordinary | |||||
Netherlands |
Resco B.V. | 100 | Ordinary | |||||
Netherlands |
Rub Al-Khali Gas Development B.V. | 100 | Ordinary | |||||
Netherlands |
Salym Petroleum Development N.V. | 50 | Ordinary | |||||
Netherlands |
Salym Petroleum Services B.V. | 50 | Ordinary | |||||
Netherlands |
Shell Abu Dhabi B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Additives Holdings (I) BV | 100 | Ordinary | |||||
Netherlands |
Shell Additives Holdings (II) BV | 100 | Ordinary | |||||
Netherlands |
Shell and Vivo Lubricants B.V. | 50 | Ordinary | |||||
Netherlands |
Shell Asset Management Company B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Bab Gas Development B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Business Development Central Asia B.V. | 100 | Non-redeemable | |||||
Netherlands |
Shell Caspian B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Caspian Pipeline Holdings B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Chemicals Europe B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Chemicals Ventures B.V. | 100 | Redeemable, Non-redeemable | |||||
Netherlands |
Shell China B.V. | 100 | Ordinary | |||||
Netherlands |
Shell China Holdings B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Deepwater Tanzania B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Development Iran B.V. | 100 | Non-redeemable | |||||
Netherlands |
Shell Development Kashagan B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Downstream Services International B.V. | 100 | Ordinary | |||||
Netherlands |
Shell E & P Investment Holdings B.V | 100 | Ordinary | |||||
Netherlands |
Shell E and P Offshore Services B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Egypt N.V. | 100 | Non-redeemable | |||||
Netherlands |
Shell Energy Europe B.V. | 100 | Ordinary | |||||
Netherlands |
Shell EP Holdings (EE&ME) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell EP Middle East Holdings B.V. | 100 | Ordinary | |||||
Netherlands |
Shell EP Russia Investments (III) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell EP Russia Investments (V) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell EP Somalia B.V. | 100 | Ordinary | |||||
Netherlands |
Shell EP Wells Equipment Services B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production (Xl) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production (LI) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production (LVII) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production (LIX) B.V. |
100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production (LX) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production (LXI) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production (LXII) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production (LXIII) B.V. | 100 | Ordinary |
ADDITIONAL INFORMATION
|
E10
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 |
Country of incorporation | Company name | % | Class of shares held | |||||
Netherlands |
Shell Exploration and Production (LXIV) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production (LXV) N.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production (LXVI) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production (LXVII) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production (LXIX) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production (LXX) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production (LXXI) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production (LXXIV) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production (LXXV) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production Holdings B.V. | 100 | Redeemable, Non-redeemable | |||||
Netherlands |
Shell Exploration and Production Investments B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production Services (RF) B.V. | 100 | Non-redeemable | |||||
Netherlands |
Shell Exploration and Production Ukraine I B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production Ukraine Investments (I) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production Ukraine Investments (II) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration and Production Ukraine Investments (IV) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration Company (RF) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration Company (West) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration Company B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Exploration Venture Services B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Gas & Power Developments B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Gas (LPG) Holdings B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Gas Iraq B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Gas Nigeria B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Gas Venezuela B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Generating (Holding) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Global Solutions (Eastern Europe) B.V. | 100 | Registered (Voting) | |||||
Netherlands |
Shell Global Solutions International B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Global Solutions Services B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Information Technology International B.V. | 100 | Ordinary | |||||
Netherlands |
Shell International B.V. | 100 | Ordinary | |||||
Netherlands |
Shell International Exploration and Production B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Internationale Research Maatschappij B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Internet Ventures B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Iraq B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Iraq Petroleum Development B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Korea Exploration and Production B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Kuwait Exploration and Production B.V. | 100 | Ordinary | |||||
Netherlands |
Shell LNG Port Spain BV | 100 | Ordinary | |||||
Netherlands |
Shell Lubricants Supply Company B.V | 100 | Ordinary | |||||
Netherlands |
Shell Manufacturing Services B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Montell Holding I B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Mozambique B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Mspo 2 Holding B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Namibia Upstream B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Nanhai B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Nederland B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Nederland Chemie B.V. | 100 | Ordinary, Redeemable | |||||
Netherlands |
Shell Nederland Verkoopmaatschappij B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Nusantara Trading B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Offshore (Personnel) Services B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Offshore North Gabon B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Offshore Services B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Oklng Holdings B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Olie Og Gas Holding B.V. | 100 | Redeemable, Non-redeemable | |||||
Netherlands |
Shell Pensioenbureau Nederland B.V. | 100 | Ordinary |
E11
|
ADDITIONAL INFORMATION
|
|||||
EXHIBIT 8 |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 CONTINUED |
Country of incorporation | Company name | % | Class of shares held | |||||
Netherlands |
Shell Pernis Holding B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Pipeline Company B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Project Development (VIII) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell RDS Holding B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Sakhalin Holdings B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Sakhalin Services B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Salym Development B.V. | 100 | Non-redeemable | |||||
Netherlands |
Shell Services Oman B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Shared Services (Asia) B.V. | 100 | Ordinary | |||||
Netherlands |
Shell South Africa Upstream B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Technology Ventures B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Technology Ventures Fund 1 B.V. | 52 | Ordinary | |||||
Netherlands |
Shell Technology Ventures Investments B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Trademark Management B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Trading Rotterdam B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Trading Russia B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Upstream Albania B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Upstream Development B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Upstream Indonesia Services B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Upstream Spain B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Upstream Turkey B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Western LNG B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Windenergy Netherlands B.V. | 100 | Ordinary | |||||
Netherlands |
Shell Windenergy NZW I B.V. | 100 | Ordinary | |||||
Netherlands |
Sirius Well Manufacturing Services B.V. | 50 | Ordinary | |||||
Netherlands |
Snijders Olie BV | 100 | Ordinary | |||||
Netherlands |
Stichting Pernis Refining Company Administratiekantoor | 100 | Ordinary | |||||
Netherlands |
Syria Shell Petroleum Development B.V. | 65 | Ordinary, Redeemable, Non-redeemable | |||||
Netherlands |
Tamba B.V. | 50 | Ordinary | |||||
Netherlands |
Tankstation Exploitatie Maatschappij Holding B.V. | 100 | Ordinary | |||||
Netherlands |
Vivo Energy Holding BV | 20 | Ordinary | |||||
Netherlands |
Waalbrug Exploitatie Maatschappij B.V. | 100 | Ordinary | |||||
New Zealand |
Energy Finance NZ Limited | 100 | Ordinary | |||||
New Zealand |
Energy Holdings Offshore Limited | 100 | Ordinary | |||||
New Zealand |
Energy Infrastructure Limited | 100 | Ordinary | |||||
New Zealand |
Energy Petroleum Holdings Limited | 100 | Ordinary | |||||
New Zealand |
Energy Petroleum Investments Limited | 100 | Ordinary, Redeemable | |||||
New Zealand |
Energy Petroleum Taranaki Limited | 100 | Ordinary | |||||
New Zealand |
Maui Development Limited | 84 | Ordinary | |||||
New Zealand |
Shell (Petroleum Mining) Company Limited | 100 | Ordinary | |||||
New Zealand |
Shell Energy Asia Limited | 100 | Ordinary | |||||
New Zealand |
Shell Exploration NZ Ltd | 100 | Ordinary, Redeemable | |||||
New Zealand |
Shell GSB Limited | 100 | Ordinary | |||||
New Zealand |
Shell Investments NZ Limited | 100 | Ordinary | |||||
New Zealand |
Shell New Zealand (2011) Limited | 100 | Ordinary, Redeemable | |||||
New Zealand |
Shell New Zealand Pensions Limited | 100 | Ordinary | |||||
New Zealand |
Shell Todd Oil Services Limited | 50 | Ordinary | |||||
New Zealand |
Southern Petroleum No Liability | 100 | Ordinary | |||||
New Zealand |
Taranaki Offshore Petroleum Company Of NZ | 100 | Ordinary | |||||
Nicaragua |
Compania Quimica Nicaraguense S.A. | 100 | Nominative (Voting) | |||||
Nigeria |
Delta Business Development Limited | 100 | Ordinary | |||||
Nigeria |
Nigeria LNG Limited | 26 | Ordinary | |||||
Nigeria |
Shell Exploration and Production Africa Limited | 100 | Ordinary | |||||
Nigeria |
Shell Nig. Closed Pension Fund Administrator Ltd | 100 | Ordinary | |||||
Nigeria |
Shell Nigeria Exploration and Production Delta Limited | 100 | Ordinary | |||||
Nigeria |
Shell Nigeria Exploration and Production Echo Limited | 100 | Ordinary | |||||
Nigeria |
Shell Nigeria Exploration Properties Alpha Limited | 100 | Ordinary |
ADDITIONAL INFORMATION
|
E12
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 |
Country of incorporation | Company name | % | Class of shares held | |||||
Nigeria |
Shell Nigeria Exploration Properties Beta Limited | 100 | Ordinary | |||||
Nigeria |
Shell Nigeria Exploration Properties Charlie Limited | 100 | Ordinary | |||||
Nigeria |
Shell Nigeria Gas Ltd (SNG) | 100 | Ordinary | |||||
Nigeria |
Shell Nigeria Infrastructure Development Limited | 100 | Ordinary | |||||
Nigeria |
Shell Nigeria Offshore Prospecting Limited | 100 | Ordinary | |||||
Nigeria |
Shell Nigeria Oil Products Limited (SNOP) | 100 | Ordinary | |||||
Nigeria |
Shell Nigeria Ultra Deep Limited | 100 | Ordinary | |||||
Nigeria |
Shell Nigeria Upstream Ventures Limited | 100 | Ordinary | |||||
Nigeria |
Shell Thrift & Loan Fund Trustees Nig Ltd | 99 | Ordinary | |||||
Norway |
Aviation Fuelling Services Norway AS | 50 | Ordinary | |||||
Norway |
CO2 Technology Centre Mongstad DA | 2 | Ordinary | |||||
Norway |
Energiparken Eiendom AS | 100 | Ordinary | |||||
Norway |
Gasnor AS | 100 | Ordinary | |||||
Norway |
Ormen Lange Eiendom DA | 17 | Ordinary | |||||
Norway |
Shell Marine Products AS | 100 | Ordinary | |||||
Norway |
Shell Technology Norway AS | 100 | Ordinary | |||||
Norway |
Vestprosess DA | 8 | Ordinary | |||||
Oman |
Oman LNG LLC | 30 | Ordinary | |||||
Oman |
Petroleum Development Oman LLC | 34 | Ordinary | |||||
Oman |
Shell Development Oman LLC | 100 | Ordinary | |||||
Oman |
Shell Oman Marketing Company SAOG | 49 | Ordinary | |||||
Pakistan |
Pak Arab Pipeline Company Limited | 20 | Ordinary | |||||
Pakistan |
Pakistan Refinery Limited | 30 | Ordinary | |||||
Pakistan |
Shell Pakistan Limited | 76 | Ordinary | |||||
Peru |
Peru LNG Srl | 20 | Ordinary | |||||
Peru |
Shell Gnl Peru S.A.C. | 100 | Ordinary | |||||
Peru |
Shell Operaciones Peru SAC | 100 | Ordinary | |||||
Philippines |
Bonifacio Gas Corporation | 30 | Ordinary | |||||
Philippines |
First Philippine Industrial Corporation | 40 | Ordinary | |||||
Philippines |
Kamayan Realty Corporation | 27 | Ordinary | |||||
Philippines |
Pandacan Depots Services, Inc. | 23 | Ordinary | |||||
Philippines |
Pilipinas Shell Petroleum Corporation | 68 | Ordinary | |||||
Philippines |
SCCP Land, Inc. | 40 | Ordinary | |||||
Philippines |
Shell Chemicals Philippines, Inc. | 100 | Ordinary | |||||
Philippines |
Shell Gas and Energy Philippines Corporation | 100 | Ordinary | |||||
Philippines |
Tabangao Realty, Inc. | 40 | Ordinary | |||||
Poland |
Shell Polska Sp. Z O.O. | 100 | Ordinary | |||||
Portugal |
Shell Madeira Praia Formosa | 100 | Ordinary | |||||
Puerto Rico |
Station Managers of Puerto Rico, Inc. | 100 | Ordinary | |||||
Qatar |
Qatar Liquefied Gas Company Limited (4) | 30 | Ordinary | |||||
Qatar |
Qatar Shell Research & Technology Centre QSTP-LLC | 100 | Ordinary | |||||
Qatar |
Qatar Shell Service Company | 100 | Ordinary | |||||
Russia |
AO Shell Aerofuels | 50 | Ordinary | |||||
Russia |
Khanty-Mansiysk Petroleum Alliance Closed Joint Stock Company | 50 | Ordinary | |||||
Russia |
Limited Liability Company Shell Neftegaz Development (I) | 100 | Equity (Voting) | |||||
Russia |
Limited Liability Company Shell Neftegaz Development (II) | 100 | Equity (Voting) | |||||
Russia |
Limited Liability Company Shell Neftegaz Development (III) | 100 | Equity (Voting) | |||||
Russia |
Limited Liability Company Shell Neftegaz Development (IV) | 100 | Equity (Voting) | |||||
Russia |
Limited Liability Company Shell Neftegaz Development (V) | 100 | Equity (Voting) | |||||
Russia |
Limited Liability Company Shell Neftegaz Development (VI) | 100 | Equity (Voting) | |||||
Russia |
Limited Liability Company Shell Neftegaz Development (VII) | 100 | Equity (Voting) | |||||
Russia |
Limited Liability Company Shell Neftegaz Development (VIII) | 100 | Equity (Voting) | |||||
Russia |
Limited Liability Company Shell Neftegaz Development (IX) | 100 | Equity (Voting) | |||||
Russia |
Limited Liability Company Shell Neftegaz Development (X) | 100 | Equity (Voting) | |||||
Russia |
LLC Shell Neft | 100 | Equity (Voting) | |||||
Saint Kitts and Nevis |
Shell Oil & Gas (Malaysia) LLC | 90 | Equity (Voting) | |||||
Saint Lucia |
Shell JPT Limited | 100 | Ordinary | |||||
Saudi Arabia |
Al Jomaih and Shell Lubricating Oil Co.Ltd. | 50 | Ordinary |
E13
|
ADDITIONAL INFORMATION
|
|||||
EXHIBIT 8 |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 CONTINUED |
Country of incorporation | Company name | % | Class of shares held | |||||
Saudi Arabia |
Peninsular Aviation Services Company Limited | 25 | Ordinary | |||||
Saudi Arabia |
Saudi Aramco Shell Refinery Company | 50 | Ordinary | |||||
Saudi Arabia |
Saudi Petrochemical Company | 50 | Ordinary | |||||
Saudi Arabia |
Shell Global Solutions Saudi Arabia LLC | 100 | Equity (Voting) | |||||
Singapore |
Cri/Criterion Marketing Asia Pacific Pte Ltd | 100 | Ordinary | |||||
Singapore |
Ellba Eastern (Pte) Ltd | 100 | Ordinary | |||||
Singapore |
Infineum Singapore Pte Ltd | 50 | Ordinary | |||||
Singapore |
Petrochemical Corporation of Singapore (Private) Limited | 26 | Ordinary | |||||
Singapore |
QPI and Shell Petrochemicals (Singapore) Pte Ltd | 51 | Ordinary | |||||
Singapore |
Shell Chemicals Seraya Pte. Ltd. | 100 | Ordinary | |||||
Singapore |
Shell India Ventures Pte. Ltd. | 100 | Ordinary | |||||
Singapore |
Shell International Shipping Services (Pte) Ltd | 100 | Ordinary | |||||
Singapore |
Shell Myanmar Energy Pte Ltd | 100 | Ordinary | |||||
Singapore |
Shell Myanmar Petroleum Pte. Ltd. | 100 | Ordinary | |||||
Singapore |
Shell Pulau Moa Pte Ltd | 100 | Ordinary | |||||
Singapore |
Shell Seraya Pioneer (Pte) Ltd | 100 | Ordinary | |||||
Singapore |
Shell Singapore Trustees (Pte) Ltd | 100 | Ordinary | |||||
Singapore |
Shell Tankers (Singapore) Private Limited | 100 | Ordinary | |||||
Singapore |
Singapore Lube Park Pte. Ltd. | 45 | Ordinary | |||||
Singapore |
Sirius Well Manufacturing Services Pte. Ltd. | 50 | Ordinary | |||||
Singapore |
The Polyolefin Company (Singapore) Pte. Ltd. | 15 | Ordinary | |||||
Slovakia |
Shell Slovakia S.R.O. | 100 | Equity (Voting) | |||||
Slovenia |
Shell Adria D.O.O. | 100 | Ordinary | |||||
South Africa |
Bituguard Southern Africa (Pty) Ltd | 36 | Ordinary | |||||
South Africa |
Blendcor (Pty) Ltd. | 36 | Ordinary | |||||
South Africa |
Sekelo Oil Trading (Pty) Limited | 43 | Ordinary | |||||
South Africa |
Shell & BP South African Petroleum Refineries (Pty) Limited | 36 | Ordinary | |||||
South Africa |
Shell Downstream South Africa (Pty) Ltd | 72 | Ordinary | |||||
South Africa |
Shell Global Customer Services Centre CA | 100 | Ordinary | |||||
South Africa |
Shell South Africa Energy (Pty) Ltd | 100 | Ordinary | |||||
South Africa |
Shell South Africa Exploration (Pty) Limited | 100 | Ordinary | |||||
South Africa |
Shell South Africa Holdings (Pty) Ltd | 100 | Ordinary | |||||
South Africa |
Stisa (Pty) Limited | 72 | Ordinary | |||||
South Korea |
Hankook Shell Oil Company | 54 | Ordinary | |||||
South Korea |
Hyundai and Shell Base Oil Co., Ltd | 40 | Ordinary | |||||
Spain |
Shell & Disa Aviation España, S.L. | 50 | Ordinary | |||||
Spain |
Shell Espana S.A. | 100 | Ordinary | |||||
Spain |
Shell Spain LNG S.A.U. | 100 | Ordinary | |||||
Sudan |
Shell (Sudan) Petroleum Development Company Limited | 100 | Ordinary | |||||
Sweden |
A Flygbranslehantering Aktiebolag | 25 | Ordinary | |||||
Sweden |
Gothenburgh Fuelling Company AB | 33 | Ordinary | |||||
Sweden |
Malmoe Fuelling Services AB | 33 | Ordinary | |||||
Sweden |
Shell Aviation Sweden AB | 100 | Ordinary | |||||
Sweden |
Stockholm Fuelling Services AB | 33 | Ordinary | |||||
Switzerland |
Aree Di Servizio Autostradali Bellinzona S.A. | 50 | Registered (Voting) | |||||
Switzerland |
Bully 1 (Switzerland) GmbH | 50 | Ordinary | |||||
Switzerland |
Bully 2 (Switzerland) GmbH | 50 | Ordinary | |||||
Switzerland |
Saraco SA, Geneva | 20 | Registered (Voting) | |||||
Switzerland |
Shell (Switzerland) AG | 100 | Registered (Voting) | |||||
Switzerland |
Shell Brands International AG | 100 | Registered (Voting) | |||||
Switzerland |
Shell Lubricants Switzerland AG | 100 | Registered (Voting) | |||||
Switzerland |
Shell Trading Switzerland AG | 100 | Registered (Voting) | |||||
Switzerland |
Sogep Societe Genevoise Des Petroles | 34 | Registered (Voting) | |||||
Switzerland |
Ubag Unterflurbetankungsanlage Flughafen, Zurich | 30 | Registered (Voting) | |||||
Syria |
Al Badiah Petroleum Company | 22 | Ordinary | |||||
Syria |
Al Furat Petroleum Company | 20 | Ordinary | |||||
Taiwan |
CPC Shell Lubricants Co. Ltd | 51 | Ordinary |
ADDITIONAL INFORMATION
|
E14
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 |
Country of incorporation | Company name | % | Class of shares held | |||||
Taiwan |
Shell Taiwan Limited | 100 | Ordinary | |||||
Tanzania |
Shell Tanzania Limited | 100 | Ordinary | |||||
Thailand |
Pattanadhorn Company Limited | 41 | Ordinary | |||||
Thailand |
Pattanakij Chemical Company Limited | 70 | Ordinary | |||||
Thailand |
Sahapanichkijphun Company Limited | 41 | Ordinary | |||||
Thailand |
Shell Global Solutions (Thailand) Limited | 48 | Ordinary | |||||
Thailand |
Shell Global Solutions Holdings (Thailand) Limited | 49 | Ordinary | |||||
Thailand |
Unitas Company Limited | 41 | Ordinary | |||||
Togo |
Complexe Petrolier De Lome S.A. | 60 | Ordinary | |||||
Togo |
Societe Togolaise De Stockage De Lome S.A. | 64 | Ordinary | |||||
Togo |
Togo Et Shell S.A. | 80 | Ordinary | |||||
Trinidad and Tobago |
Atlantic LNG 2/3 Company of Trinidad and Tobago | 25 | Ordinary | |||||
Trinidad and Tobago |
Atlantic LNG 4 Company of Trinidad and Tobago | 22 | Ordinary | |||||
Trinidad and Tobago |
Atlantic LNG Company of Trinidad and Tobago | 20 | Ordinary | |||||
Trinidad and Tobago |
Shell LNG T&T Ltd | 100 | Ordinary | |||||
Trinidad and Tobago |
Shell Lubricants Caribbean Limited | 100 | Ordinary | |||||
Trinidad and Tobago |
Shell Trinidad Ltd | 100 | Ordinary | |||||
Turkey |
Ambarli Depolama Hizmetleri Ltd Sti. | 35 | Ordinary | |||||
Turkey |
Atas Anadolu Tasfiyehanesi A.S. | 27 | Ordinary | |||||
Turkey |
Cekisan Depolama Hizmetleri Limited Sirketi | 35 | Ordinary | |||||
Turkey |
Marmara Depoculuk Hizmetleri AS | 32 | Ordinary | |||||
Turkey |
Samsun Akaryakit Depolama A.S. | 35 | Ordinary | |||||
Turkey |
Shell & Turcas Petrol A.S. | 70 | Ordinary | |||||
Turkey |
Shell Enerji Anonim Sirketi | 100 | Ordinary | |||||
Turkey |
Shell Petrol A.S. | 70 | Ordinary | |||||
Ukraine |
Alliance Holding LLC | 51 | Partnership Capital | |||||
Ukraine |
Invest Region LLC | 51 | Partnership Capital | |||||
Ukraine |
Shell Cards Ukraine LLC | 51 | Partnership Capital | |||||
Ukraine |
Shell Energy Ukraine LLC | 100 | Equity (Voting) | |||||
Ukraine |
Shell Oil Products Ukraine | 100 | Membership Interest | |||||
Ukraine |
Shell Ukraine Exploration and Production 1 LLC | 100 | Ordinary | |||||
Ukraine |
Shell Ukraine Exploration and Production 4 LLC | 100 | Ordinary | |||||
United Arab Emirates |
Abu Dhabi Gas Industries Limited (GASCO) | 15 | Ordinary | |||||
United Arab Emirates |
Emdad Aviation Fuel Storage FZCO | 32 | Ordinary | |||||
United Arab Emirates |
Sharjah Fuelling Services Company Ltd. | 49 | Ordinary | |||||
UK |
Abu Dhabi Petroleum Company Limited | 24 | Ordinary | |||||
UK |
Angkor Shell Limited | 100 | Ordinary | |||||
UK |
Autogas Limited | 50 | Ordinary | |||||
UK |
British Pipeline Agency Limited | 50 | Ordinary | |||||
UK |
Cri Catalyst Company Europe Limited | 100 | Ordinary | |||||
UK |
Cri/Criterion Catalyst Company Limited | 100 | Ordinary | |||||
UK |
Eastham Refinery Limited | 50 | Ordinary | |||||
UK |
Enterprise Oil Middle East Limited | 100 | Ordinary | |||||
UK |
Enterprise Oil Norge Limited | 100 | Ordinary | |||||
UK |
Enterprise Oil Operations Limited | 100 | Ordinary | |||||
UK |
Enterprise Oil U.K. Limited | 100 | Ordinary | |||||
UK |
Framecroft Limited | 100 | Ordinary | |||||
UK |
Gainrace Limited | 100 | Ordinary | |||||
UK |
Gatwick Airport Storage And Hydrant Company Limited | 13 | Ordinary | |||||
UK |
Glossop Limited | 100 | Ordinary | |||||
UK |
GOGB Limited | 100 | Ordinary | |||||
UK |
Heathrow Airport Fuel Company Limited | 17 | Ordinary | |||||
UK |
Heathrow Hydrant Operating Company Limited | 10 | Ordinary | |||||
UK |
Holaw (619) Limited | 100 | Ordinary | |||||
UK |
International Inland Waterways, Limited | 100 | Ordinary | |||||
UK |
Khmer Shell Limited | 100 | Ordinary | |||||
UK |
Lensbury Limited | 100 | Ordinary |
E15
|
ADDITIONAL INFORMATION
|
|||||
EXHIBIT 8 |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 CONTINUED |
Country of incorporation | Company name | % | Class of shares held | |||||
UK |
Manchester Airport Storage and Hydrant Company Limited | 25 | Ordinary | |||||
UK |
Meteor Lead Limited | 100 | Ordinary | |||||
UK |
Murphy Schiehallion Limited | 100 | Ordinary | |||||
UK |
Mytilus Insurance Company Limited | 100 | Ordinary | |||||
UK |
Octane Holdings Limited | 100 | Ordinary | |||||
UK |
Octane Properties Limited | 100 | Ordinary | |||||
UK |
Peterhead Carbon Capture and Storage Limited | 100 | Ordinary | |||||
UK |
Private Oil Holdings Oman Limited | 85 | Ordinary | |||||
UK |
Sabah Shell Petroleum Company Limited | 100 | Ordinary | |||||
UK |
Saxon Oil Limited | 100 | Ordinary | |||||
UK |
Saxon Oil Miller Limited | 100 | Ordinary | |||||
UK |
Selap Limited | 100 | Ordinary | |||||
UK |
Shell Aircraft Limited | 100 | Ordinary | |||||
UK |
Shell Arabia Car Service Limited | 100 | Ordinary | |||||
UK |
Shell Aviation Limited | 100 | Ordinary | |||||
UK |
Shell Benin Upstream Ltd | 100 | Ordinary | |||||
UK |
Shell Business Development Middle East Limited | 100 | Ordinary | |||||
UK |
Shell Caribbean Investments Limited | 100 | Ordinary | |||||
UK |
Shell Chemical Company of Eastern Africa Limited | 100 | Ordinary | |||||
UK |
Shell Chemicals (Hellas) Limited | 100 | Ordinary | |||||
UK |
Shell Chemicals Limited | 100 | Ordinary | |||||
UK |
Shell Chemicals Support Services Asia Limited | 100 | Ordinary | |||||
UK |
Shell Chemicals U.K. Limited | 100 | Ordinary | |||||
UK |
Shell Clair UK Limited | 100 | Ordinary | |||||
UK |
Shell Club Corringham Limited | 100 | Ordinary | |||||
UK |
Shell Company (Hellas), Limited | 100 | Ordinary | |||||
UK |
Shell Company (Pacific Islands) Limited | 100 | Ordinary | |||||
UK |
Shell Corporate Director Limited | 100 | Ordinary | |||||
UK |
Shell Corporate Secretary Limited | 100 | Ordinary | |||||
UK |
Shell Direct (U.K.) Limited | 100 | Ordinary | |||||
UK |
Shell Distributor (Holdings) Limited | 100 | Ordinary | |||||
UK |
Shell East Europe Company Limited | 100 | Ordinary | |||||
UK |
Shell Employee Benefits Trustee Limited | 100 | Ordinary | |||||
UK |
Shell EP Offshore Ventures Limited | 100 | Ordinary | |||||
UK |
Shell Exploration and Production Oman Limited | 100 | Ordinary | |||||
UK |
Shell Gas Holdings (Malaysia) Limited | 100 | Ordinary | |||||
UK |
Shell Information Technology International Limited | 100 | Ordinary | |||||
UK |
Shell International Gas Limited | 100 | Ordinary | |||||
UK |
Shell International Holdings Limited | 100 | Ordinary | |||||
UK |
Shell International Investments Limited | 100 | Ordinary | |||||
UK |
Shell International Limited | 100 | Ordinary | |||||
UK |
Shell International Petroleum Company Limited | 100 | Ordinary | |||||
UK |
Shell International Trading and Shipping Company Limited | 100 | Ordinary | |||||
UK |
Shell Malaysia Limited | 100 | Ordinary | |||||
UK |
Shell Marine Products Limited | 100 | Ordinary | |||||
UK |
Shell Overseas Services Limited | 100 | Ordinary | |||||
UK |
Shell Pension Reserve Company (SIPF) Limited | 100 | Ordinary | |||||
UK |
Shell Pension Reserve Company (SOCPF) Limited | 100 | Ordinary | |||||
UK |
Shell Pension Reserve Company (UK) Limited | 100 | Ordinary | |||||
UK |
Shell Pensions Trust Limited | 100 | Ordinary | |||||
UK |
Shell Property Company Limited | 100 | Ordinary | |||||
UK |
Shell Research Limited | 100 | Ordinary | |||||
UK |
Shell Response Limited | 100 | Ordinary | |||||
UK |
Shell Saudi Ventures Limited | 100 | Ordinary | |||||
UK |
Shell Shared Service Centre Glasgow Limited | 100 | Ordinary | |||||
UK |
Shell Subsidiary Distributors Pension Trustee Limited | 100 | Ordinary | |||||
UK |
Shell Supplementary Pension Plan Trustees Limited | 100 | Ordinary |
ADDITIONAL INFORMATION
|
E16
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 |
Country of incorporation | Company name | % | Class of shares held | |||||
UK |
Shell Tankers (U.K.) Limited | 100 | Ordinary | |||||
UK |
Shell Thailand Manufacturing Limited | 100 | Ordinary | |||||
UK |
Shell Treasury Euro Company Limited | 100 | Ordinary | |||||
UK |
Shell Trustee Solutions Limited | 100 | Ordinary | |||||
UK |
Shell U.K. North Atlantic Limited | 100 | Ordinary | |||||
UK |
Shell U.K. Oil Products Limited | 100 | Ordinary | |||||
UK |
Shell Upstream Overseas Services (I) Limited | 100 | Ordinary | |||||
UK |
Shell Ventures New Zealand Limited | 100 | Ordinary | |||||
UK |
Shell Ventures U.K. Limited | 100 | Ordinary | |||||
UK |
Shell Windenergy Limited | 100 | Ordinary | |||||
UK |
Shell-Mex and B.P.Limited | 60 | Ordinary | |||||
UK |
Stansted Fuelling Company Limited | 14 | Ordinary | |||||
UK |
STT (Das Beneficiary) Limited* | 100 | Ordinary | |||||
UK |
Synthetic Chemicals (Northern) Limited | 100 | Ordinary | |||||
UK |
Telegraph Service Stations Limited | 100 | Ordinary | |||||
UK |
The Anglo-Saxon Petroleum Company Limited | 100 | Ordinary | |||||
UK |
The Asiatic Petroleum Company Limited | 100 | Ordinary | |||||
UK |
The Consolidated Petroleum Company Limited | 50 | Ordinary | |||||
UK |
The Consolidated Petroleum Supply Company Limited | 50 | Ordinary | |||||
UK |
The Mexican Eagle Oil Company Limited | 100 | Ordinary | |||||
UK |
The Shell Company (W.I.) Limited | 100 | Ordinary | |||||
UK |
The Shell Company of Hong Kong Limited | 100 | Ordinary | |||||
UK |
The Shell Company of India Limited | 100 | Ordinary | |||||
UK |
The Shell Company of Nigeria Limited | 100 | Ordinary | |||||
UK |
The Shell Company of Thailand Limited | 100 | Ordinary | |||||
UK |
The Shell Company of The Philippines Limited | 75 | Ordinary | |||||
UK |
The Shell Company of Turkey Limited | 100 | Ordinary | |||||
UK |
The Shell Company of West Africa Limited | 100 | Ordinary | |||||
UK |
The Shell Marketing Company of Borneo Limited | 100 | Ordinary | |||||
UK |
Thermocomfort Limited | 100 | Ordinary | |||||
UK |
UK Shell Pension Plan Trust Limited | 100 | Ordinary | |||||
UK |
United Kingdom Oil Pipelines Limited | 48 | Ordinary | |||||
UK |
Walton-Gatwick Pipeline Company Limited | 52 | Ordinary | |||||
UK |
West London Pipeline and Storage Limited | 38 | Ordinary | |||||
UK |
Woodlea Limited | 100 | Ordinary | |||||
USA |
Aera Energy LLC | 52 | Ordinary | |||||
USA |
Aera Energy Services Company | 50 | Ordinary | |||||
USA |
Amberjack Pipeline Company | 63 | Ordinary | |||||
USA |
Atlantic 1 Holdings LLC | 20 | Membership Interest | |||||
USA |
Atlantic 2/3 Holdings LLC | 25 | Membership Interest | |||||
USA |
Atlantic 4 Holdings LLC | 22 | Membership Interest | |||||
USA |
Au Energy, LLC | 50 | Equity (Voting) | |||||
USA |
Baconton Power LLC | 35 | Membership Interest | |||||
USA |
Bengal Pipeline Company LLC | 58 | Equity (Voting) | |||||
USA |
Brazos Wind Ventures, LLC | 50 | Ordinary | |||||
USA |
Bully 1 (US) Corporation | 50 | Ordinary | |||||
USA |
Colonial Pipeline Company | 16 | Equity (Voting) | |||||
USA |
Colorado Wind Ventures, LLC | 50 | Equity (Voting) | |||||
USA |
Concha Chemical Pipeline LLC | 100 | Membership Interest | |||||
USA |
Cri Catalyst Company LP | 100 | Partnership Capital | |||||
USA |
Cri Sales and Services Inc. | 100 | Ordinary | |||||
USA |
Cri U.S. LP | 100 | Partnership Capital | |||||
USA |
Cri Zeolites Inc. | 100 | Ordinary | |||||
USA |
Cri/Criterion Inc. | 100 | Ordinary | |||||
USA |
Criterion Catalyst Company | 100 | Ordinary | |||||
USA |
Criterion Catalysts & Technologies L.P. | 100 | Equity (Voting) | |||||
USA |
Deer Park Refining Limited Partnership | 50 | Membership Interest |
E17
|
ADDITIONAL INFORMATION
|
|||||
EXHIBIT 8 |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 CONTINUED |
Country of incorporation | Company name | % | Class of shares held | |||||
USA |
Explorer Pipeline Company | 36 | Ordinary | |||||
USA |
Gaviota Terminal Company | 20 | Partnership Capital | |||||
USA |
Gulf Coast Gtl LLC | 100 | Membership Interest | |||||
USA |
Infineum USA Inc. | 50 | Ordinary | |||||
USA |
Infineum USA L.P. | 50 | Ordinary | |||||
USA |
Jiffy Lube International, Inc | 100 | Ordinary | |||||
USA |
LOCAP LLC | 41 | Equity (Voting) | |||||
USA |
Loop LLC | 46 | Equity (Voting) | |||||
USA |
Maple Power Holdings LLC | 68 | Ordinary | |||||
USA |
Mars Oil Pipeline Company | 72 | Partnership Capital | |||||
USA |
Mattox Pipeline Company LLC | 79 | Membership Interest | |||||
USA |
Mertvyi Kultuk LLC | 100 | Ordinary | |||||
USA |
Motiva Company | 50 | Ordinary | |||||
USA |
Motiva Enterprises LLC | 50 | Equity (Voting) | |||||
USA |
Nedpower Mount Storm LLC | 50 | Membership Interest | |||||
USA |
Noble Assurance Company | 100 | Ordinary | |||||
USA |
Northern Pipeline Company | 55 | Membership Interest | |||||
USA |
Odyssey Pipeline L.L.C. | 71 | Membership Interest | |||||
USA |
Oryx Caspian Pipeline, L.L.C. | 100 | Membership Interest | |||||
USA |
Pacwest Energy, LLC. | 50 | Equity (Voting) | |||||
USA |
Pecten Arabian Company | 100 | Ordinary | |||||
USA |
Pecten Brazil Exploration Company | 100 | Ordinary | |||||
USA |
Pecten Midstream LLC | 100 | Membership Interest | |||||
USA |
Pecten Orient Company | 100 | Ordinary | |||||
USA |
Pecten Orient Company LLC | 100 | Membership Interest | |||||
USA |
Pecten Producing Company | 100 | Ordinary | |||||
USA |
Pecten Trading Company | 100 | Ordinary | |||||
USA |
Pecten Victoria Company | 100 | Ordinary | |||||
USA |
Pecten Yemen Masila Company | 100 | Ordinary | |||||
USA |
Pelican Transmission, LLC | 100 | Membership Interest | |||||
USA |
Pennzoil-Quaker State Company | 100 | Ordinary | |||||
USA |
Pennzoil-Quaker State International Corporation | 100 | Ordinary | |||||
USA |
Pennzoil-Quaker State Nominee Company | 100 | Ordinary | |||||
USA |
Peru LNG Company LLC | 20 | Membership Interest | |||||
USA |
Poseidon Oil Pipeline Company, L.L.C. | 36 | Equity (Voting) | |||||
USA |
Power Limited Partnership | 100 | Partnership Capital | |||||
USA |
Quaker State Investment Corporation | 100 | Ordinary | |||||
USA |
RDK Ventures, LLC | 50 | Equity (Voting) | |||||
USA |
Rilette Springs, LLC | 100 | Ordinary | |||||
USA |
RK Caspian Shipping Company, LLC | 100 | Membership Interest | |||||
USA |
S T Exchange, Inc. | 100 | Ordinary | |||||
USA |
San Pablo Bay Pipeline Company LLC | 100 | Membership Interest | |||||
USA |
Shell (US) Gas & Power M&T Holdings, Inc. | 100 | Ordinary | |||||
USA |
Shell Broadwater Holdings LLC | 100 | Ordinary | |||||
USA |
Shell California Pipeline Company LLC | 100 | Membership Interest | |||||
USA |
Shell Catalysts Ventures Inc. | 100 | Ordinary | |||||
USA |
Shell Chemical Appalachia LLC | 100 | Membership Interest | |||||
USA |
Shell Chemical Capital Company | 100 | Ordinary | |||||
USA |
Shell Chemicals Arabia LLC | 100 | Membership Interest | |||||
USA |
Shell Communications Inc. | 100 | Ordinary | |||||
USA |
Shell Deepwater Royalties Inc. | 100 | Ordinary | |||||
USA |
Shell Downstream Inc. | 100 | Ordinary | |||||
USA |
Shell Energy Company | 100 | Ordinary | |||||
USA |
Shell Energy Holding GP LLC | 100 | Membership Interest | |||||
USA |
Shell Energy Resources Company | 100 | Ordinary | |||||
USA |
Shell EP Holdings Inc. | 100 | Ordinary | |||||
USA |
Shell Expatriate Employment US Inc. | 100 | Ordinary |
ADDITIONAL INFORMATION
|
E18
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 8 |
Country of incorporation | Company name | % | Class of shares held | |||||
USA |
Shell Exploration & Production Company | 100 | Ordinary | |||||
USA |
Shell Exploration Company Inc. | 100 | Ordinary | |||||
USA |
Shell Frontier Oil & Gas Inc. | 100 | Ordinary | |||||
USA |
Shell Gas Gathering Corp. #2 | 100 | Ordinary | |||||
USA |
Shell Global Solutions (US) Inc | 100 | Ordinary | |||||
USA |
Shell Gom Pipeline Company LLC | 100 | Membership Interest | |||||
USA |
Shell Information Technology International Inc. | 100 | Ordinary | |||||
USA |
Shell International Exploration and Production Inc | 100 | Ordinary | |||||
USA |
Shell Leasing Company | 100 | Ordinary | |||||
USA |
Shell Marine Products (US) Company | 100 | Ordinary | |||||
USA |
Shell Midstream LP Holdings LLC | 100 | Membership Interest | |||||
USA |
Shell Midstream Operating LLC | 100 | Membership Interest | |||||
USA |
Shell Midstream Partners GP LLC | 100 | Membership Interest | |||||
USA |
Shell Midstream Partners, L.P. |
60 | Ordinary | |||||
USA |
Shell Na Gas & Power Holding Company | 100 | Ordinary | |||||
USA |
Shell Na LNG LLC | 100 | Membership Interest | |||||
USA |
Shell North America Gas & Power Services Company | 100 | Ordinary | |||||
USA |
Shell Offshore and Chemical Investments Inc. | 100 | Ordinary | |||||
USA |
Shell Offshore Response Company LLC | 100 | Membership Interest | |||||
USA |
Shell Oil Products Company LLC | 100 | Membership Interest | |||||
USA |
Shell Onshore Ventures Inc. | 100 | Ordinary | |||||
USA |
Shell Pipeline Company LP | 100 | Partnership Capital | |||||
USA |
Shell Pipeline Gp LLC | 100 | Membership Interest | |||||
USA |
Shell Rail Operations Company | 100 | Ordinary | |||||
USA |
Shell RSC Company | 100 | Ordinary | |||||
USA |
Shell Technology Ventures LLC | 100 | Membership Interest | |||||
USA |
Shell Trademark Management Inc. | 100 | Ordinary | |||||
USA |
Shell Trading North America Company | 100 | Ordinary | |||||
USA |
Shell Trading Risk Management, LLC | 100 | Membership Interest | |||||
USA |
Shell Trading Services Company | 100 | Ordinary | |||||
USA |
Shell Transportation Holdings LLC | 100 | Membership Interest | |||||
USA |
Shell Treasury Center (West) Inc. | 100 | Ordinary | |||||
USA |
Shell US Clean Coal Energy, Inc | 100 | Ordinary | |||||
USA |
Shell US Gas & Power LLC | 100 | Membership Interest | |||||
USA |
Shell US Hosting Company | 100 | Ordinary | |||||
USA |
Shell Windenergy Inc | 100 | Ordinary | |||||
USA |
Shell Windenergy Services Inc. | 100 | Ordinary | |||||
USA |
Ship Shoal Pipeline Company | 43 | Partnership Capital | |||||
USA |
Tejas Coral GP, LLC | 100 | Membership Interest | |||||
USA |
Tejas Coral Holding, LLC | 100 | Membership Interest | |||||
USA |
Tejas Power Generation, LLC | 100 | Membership Interest | |||||
USA |
Texas Petroleum Group LLC | 50 | Equity (Voting) | |||||
USA |
Texas-New Mexico Pipe Line Company | 100 | Ordinary | |||||
USA |
The Valley Camp Coal Company | 100 | Ordinary | |||||
USA |
Three Wind Holdings LLC | 50 | Ordinary | |||||
USA |
Top Deer Wind Ventures LLC | 50 | Membership Interest | |||||
USA |
Triton Diagnostics Inc | 100 | Ordinary | |||||
USA |
True North Energy LLC | 50 | Equity (Voting) | |||||
USA |
Ursa Oil Pipeline Company LLC | 45 | Membership Interest | |||||
USA |
Zeolyst International | 50 | Equity (Voting) | |||||
USA |
Zydeco Pipeline Company LLC | 100 | Membership Interest | |||||
Venezuela |
Petroregional Del Lago, S.A. | 40 | Ordinary | |||||
Venezuela |
Shell Venezuela Productos C.A. | 100 | Ordinary | |||||
Venezuela |
Shell Venezuela S.A. | 100 | Ordinary | |||||
Venezuela |
Sucre Gas S.A | 30 | Ordinary | |||||
Vietnam |
Shell Vietnam Ltd | 100 | Equity (Voting) | |||||
Zimbabwe |
Central African Petroleum Refineries (Private) Limited | 21 | Ordinary |
E19
|
ADDITIONAL INFORMATION
|
|||||
EXHIBIT 12.1 |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 12.1 |
I, Ben van Beurden, certify that:
1. I have reviewed the Annual Report on Form 20-F of Royal Dutch Shell plc (the Company);
2. Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
3. Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in the report;
4. The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
n | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared; |
n | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
n | evaluated the effectiveness of the Companys disclosure controls and procedures and presented in the report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by the report based on such evaluation; and |
n | disclosed in the report any change in the Companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting. |
5. The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys Board of Directors (or persons performing the equivalent functions):
n | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarise and report financial information; and |
n | any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
/s/ Ben van Beurden |
Ben van Beurden |
Chief Executive Officer |
March 9, 2016 |
ADDITIONAL INFORMATION
|
E20
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 12.2 |
EXHIBIT 12.2 |
I, Simon Henry, certify that:
1. I have reviewed the Annual Report on Form 20-F of Royal Dutch Shell plc (the Company);
2. Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
3. Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in the report;
4. The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
n | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared; |
n | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
n | evaluated the effectiveness of the Companys disclosure controls and procedures and presented in the report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by the report based on such evaluation; and |
n | disclosed in the report any change in the Companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting. |
5. The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys Board of Directors (or persons performing the equivalent functions):
n | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarise and report financial information; and |
n | any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
/s/ Simon Henry |
Simon Henry |
Chief Financial Officer |
March 9, 2016 |
E21
|
ADDITIONAL INFORMATION
|
|||||
EXHIBIT 13.1 |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 13.1 |
In connection with the Annual Report on Form 20-F of Royal Dutch Shell plc (the Company) for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the Report), each of the undersigned officers of the Company certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to such officers knowledge, that:
1. The Report fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report.
The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act of 2002 and is not intended to be used or relied upon for any other purpose.
/s/ Ben van Beurden |
Ben van Beurden |
Chief Executive Officer |
/s/ Simon Henry |
Simon Henry |
Chief Financial Officer |
March 9, 2016 |
Exhibit 16.1
March 9, 2016
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by Royal Dutch Shell plc included under Item 16F of its Form 20-F, which we understand will be filed with the Securities and Exchange Commission on March 10, 2016. We agree with the statements concerning our Firm in such Form 20-F.
Very truly yours,
PricewaterhouseCoopers LLP
Exhibit 16.2
March 9, 2016
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by Royal Dutch Shell Dividend Access Trust included under Item 16F of Royal Dutch Shell plcs Form 20-F, which we understand will be filed with the Securities and Exchange Commission on March 10, 2016. In respect of the Royal Dutch Shell Dividend Access Trust, we agree with the statements concerning our Firm in such Form 20-F.
Very truly yours,
PricewaterhouseCoopers CI LLP
ADDITIONAL INFORMATION
|
E22
| |||||
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 99.1 |
EXHIBIT 99.1 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-199736) and the Registration Statements on Form S-8 (No. 333-126715, 333-141397, 333-171206, 333-192821 and 333-200953) of Royal Dutch Shell plc of our report dated March 9, 2016, relating to the Consolidated Financial Statements and the effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 20-F.
/s/ PricewaterhouseCoopers LLP |
PricewaterhouseCoopers LLP |
London |
March 9, 2016 |
E23
|
ADDITIONAL INFORMATION
|
|||||
EXHIBIT 99.2 |
SHELL ANNUAL REPORT AND FORM 20-F 2015 |
EXHIBIT 99.2 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-199736) and the Registration Statements on Form S-8 (No. 333-126715, 333-141397, 333-171206, 333-192821 and 333-200953) of the Royal Dutch Shell Dividend Access Trust of our report dated March 9, 2016, relating to the Royal Dutch Shell Dividend Access Trust Financial Statements, and the effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 20-F.
/s/ PricewaterhouseCoopers CI LLP |
PricewaterhouseCoopers CI LLP |
Jersey, Channel Islands |
March 9, 2016 |