SEC Filing | Shell Plc

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shel-20221231

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

(Mark one)

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

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

For the fiscal year ended December 31, 2022

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

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

Commission file number 001-32575

Shell plc

(Exact name of registrant as specified in its charter)

England and Wales

(Jurisdiction of incorporation or organization)

Shell Centre

London, SE1 7NA

United Kingdom

(Address of principal executive offices)

Caroline J.M. Omloo, Company Secretary

Shell Centre

London, SE1 7NA

United Kingdom

Telephone Number: 0044-20-7934-1234

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

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

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


1			Shell			Form 20-F 2022


Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
American Depositary Shares representing two ordinary shares of the issuer with a nominal value of €0.07 each	SHEL	New York Stock Exchange
0.375% Guaranteed Notes due 2023	SHEL/23B	New York Stock Exchange
3.5% Guaranteed Notes due 2023	SHEL/23	New York Stock Exchange
Floating Rate Guaranteed Notes due 2023	SHEL/23A	New York Stock Exchange
2% Guaranteed Notes due 2024	SHEL/24	New York Stock Exchange
3.25% Guaranteed Notes due 2025	SHEL/25	New York Stock Exchange
2.5% Guaranteed Notes due 2026	SHEL/26	New York Stock Exchange
2.875% Guaranteed Notes due 2026	SHEL/26A	New York Stock Exchange
3.875% Guaranteed Notes due 2028	SHEL/28	New York Stock Exchange
2.375% Guaranteed Notes due 2029	SHEL/29	New York Stock Exchange
2.75% Guaranteed Notes due 2030	SHEL/30	New York Stock Exchange
4.125% Guaranteed Notes due 2035	SHEL/35	New York Stock Exchange
6.375% Guaranteed Notes due 2038	SHEL/38	New York Stock Exchange
5.5% Guaranteed Notes due 2040	SHEL/40	New York Stock Exchange
2.875% Guaranteed Notes due 2041	SHEL/41	New York Stock Exchange
3.625% Guaranteed Notes due 2042	SHEL/42	New York Stock Exchange
4.55% Guaranteed Notes due 2043	SHEL/43	New York Stock Exchange
4.375% Guaranteed Notes due 2045	SHEL/45	New York Stock Exchange
3.75% Guaranteed Notes due 2046	SHEL/46	New York Stock Exchange
4.00% Guaranteed Notes due 2046	SHEL/46A	New York Stock Exchange
3.125% Guaranteed Notes due 2049	SHEL/49	New York Stock Exchange
3.25% Guaranteed Notes due 2050	SHEL/50	New York Stock Exchange
3.00% Guaranteed Notes due 2051	SHEL/51	New York Stock Exchange

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

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

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

Outstanding as of December 31, 2022:

6,970,731,057 ordinary shares with a nominal value of €0.07 each.

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

Yes

☐

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

☐

Yes

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

Yes

☐

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

Yes

☐

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

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

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Emerging growth company

☐

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

☐

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


2			Shell			Form 20-F 2022

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

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

☐

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

☐

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

U.S. GAAP

☐

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

Other

☐

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

Item 17

☐

Item 18

☐

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

☐

Yes

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

Shell plc

Shell Centre

London, SE1 7NA

United Kingdom

Attn: Caroline J.M. Omloo


3			Shell			Form 20-F 2022


TABLE OF CONTENTS


Cover			1
Cross reference to Form 20-F			7
Terms and abbreviations			9
About this Report			10
Powering Progress Strategy			12
Our Strategy			13
How we create value			16
Powering Progress in action			18
Outlook			19
Our organisation			20
Risk factors			21
Progress on strategy - Year in review			31
Performance indicators			31
Generating shareholder value			33
- Group Results			33
- Financial Framework			35
- Market overview			39
- Integrated Gas			42
- Upstream			48
- Oil and gas information			56
- Marketing			64
- Chemicals and Products			69
- Renewables and Energy Solutions			77
- Corporate			81
Our journey to net zero			82
Respecting Nature			110
Powering Lives			116
Safety			125
The Board of Shell plc			129
Senior Management			137
Board Activities			139
Governance framework			141
Nomination and Succession Committee			147
Safety, Environment and Sustainability Committee			151
Audit Committee Report			153
Directors' Remuneration Report			166
Annual Report on Remuneration			171
Directors' Remuneration Policy			191
Other regulatory and statutory information			199
Report of Independent Registered Public Accounting Firm (ID: 1438)			211
Consolidated Statement of Income			216
Consolidated Statement of Comprehensive Income			216
Consolidated Balance Sheet			217


4			Shell			Form 20-F 2022


Consolidated Statement of Changes in Equity			218
Consolidated Statement of Cash Flows			219
Notes to the Consolidated Financial Statements			220
1.Basis of preparation			220
2.Significant accounting policies, judgements and estimates			220
3.Changes to IFRS not yet adopted			230
4.Climate change and energy transition			230
5.Emission schemes and related environmental plans			241
6.Withdrawal from Russian oil and gas activities			242
7.Capital management			244
8.Segment information			245
9.Interest and other income			249
10.Interest expense			250
11.Goodwill and other Intangible assets			250
12.Property, plant and equipment			251
13.Joint ventures and associates			255
14.Investments in securities			256
15.Trade and other receivables			257
16.Inventories			257
17.Cash and cash equivalents			258
18.Assets held for sale			258
19.Trade and other payables			258
20.Debt			259
21.Leases			261
22.Taxation			263
23.Retirement benefits			265
24.Decommissioning and other provisions			272
25.Financial instruments			273
26.Share capital			279
27.Share-based compensation plans and shares held in trust			280
28.Other reserves			281
29.Dividends			283
30.Earnings per share			283
31.Legal proceedings and other contingencies			283
32.Employees			286
33.Directors and Senior Management			286
34.Auditor's remuneration			287
35.Post-balance sheet events			287


Supplementary information - oil and gas (unaudited)			288
Supplementary information - EU Taxonomy disclosure			307
Report of Independent Registered Public Accounting Firm (ID: 1438)			320
Statement of Income			322
Statement of Comprehensive Income			322