2015 Shell Annual Report and Form 20-F
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ANNUAL REPORT Royal Dutch Shell plc Annual Report and Form 20-F for the year ended December 31, 2015 ROYAL DUTCH SHELL PLC PLC SHELL DUTCH ROYAL A N NUAL NUAL R EPORT EPORT A N D FORM 2 0-F FOR THE YEAR ENDED DECEMBER DECEMBER ENDED YEAR THE FOR 0-F 3 1, 1, All our reports are available at Download our apps at Check our latest news 2 http://reports.shell.com www.shell.com/mobile_and_apps @Shell 015 ■ Comprehensive fi nancial information ■ Company news ■ Follow @Shell on Twitter on our activities throughout 2015 ■ Service-station locations ■ www.facebook.com/shell ■ Detailed operational information including maps ■ Report on our progress in contributing to sustainable development 42343_Shell_AR2015_Cover.indd 1-3 16-03-16 15:22 01 106 FINANCIAL CALENDAR IN 2016 CONTENTS INTRODUCTION FINANCIAL STATEMENTS The Annual General Meeting will be held on May 24, 2016. 01 Form 20-F AND SUPPLEMENTS 02 Cross reference to Form 20-F 2015 Fourth 2016 First 2016 Second 2016 Third 106 Consolidated Financial Statements quarter [A] quarter [B] quarter [B] quarter [B] 04 Terms and abbreviations 153 Supplementary information – oil and Results announcements February 4 May 4 July 28 October 27 05 About this Report gas (unaudited) 171 Parent Company Financial Statements Interim dividend timetable Announcement date 06 182 Royal Dutch Shell Dividend Access Trust February 4 [C] May 4 July 28 October 27 Financial Statements Ex-dividend date A and B ADSs [D] February 17 May 18 August 10 November 8 STRATEGIC REPORT Ex-dividend date A and B shares [D] February 18 May 19 August 11 November 10 06 Chairman’s message Record date February 19 May 20 August 12 November 11 07 Chief Executive Offi cer’s review 190 Scrip reference share price announcement date February 25 May 26 August 18 November 17 08 Risk factors ADDITIONAL Closing date for scrip election and currency 13 Business overview INFORMATION election [E] March 4 June 6 August 26 November 25 15 Strategy and outlook Euro and sterling equivalents announcement date March 11 June 13 September 5 December 2 190 Shareholder information 16 Market overview Payment date March 29 June 27 September 19 December 16 197 Section 13(r) of the US Securities 18 Summary of results Exchange Act of 1934 disclosure [A] In respect of the fi nancial year ended December 31, 2015. 20 Performance indicators [B] In respect of the fi nancial year ended December 31, 2016. 198 Non-GAAP measures reconciliations 22 Selected fi nancial data [C] The Directors do not propose to recommend any further distribution in respect of 2015. and other defi nitions [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 23 Upstream 200 Exhibits 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 41 Downstream 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 48 Corporate in the USA. Record dates are not affected. 49 Liquidity and capital resources [E] Both a different scrip and dividend currency election date may apply to shareholders holding shares in a securities account with a bank or fi nancial institution ultimately through Euroclear Nederland. 53 Environment and society 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 Cover images broker, fi nancial intermediary, bank or fi nancial institution for the election deadline that applies. A different scrip election date may also apply to registered and non-registered ADS holders. Registered 60 Our people The cover shows some of the ways ADS holders can contact The Bank of New York Mellon for the election deadline that applies. Non-registered ADS holders can contact their broker, fi nancial intermediary, bank or fi nancial institution for that Shell helps to meet the world’s the election deadline that applies. diverse energy needs – from supplying gas for cooking, heating, 62 and generating electricity for GOVERNANCE homes and businesses, to liquefi ed natural gas (LNG) to fuel trucks 62 The Board of Royal Dutch Shell plc and ships. Pearl, the world’s largest 65 Senior Management gas-to-liquids (GTL) plant, makes 66 Directors’ Report lubricants, fuels and products for 69 Corporate governance plastics. Prelude, the world’s largest REGISTERED OFFICE SHAREHOLDER RELATIONS INVESTOR RELATIONS fl oating LNG facility, will produce 83 Audit Committee Report Royal Dutch Shell plc Royal Dutch Shell plc Royal Dutch Shell plc LNG off the coast of Australia. 86 Directors’ Remuneration Report Shell Centre Carel van Bylandtlaan 30 PO Box 162 London SE1 7NA 2596 HR The Hague 2501 AN The Hague United Kingdom The Netherlands The Netherlands +31 (0)70 377 1365 +31 (0)70 377 4540 Registered in England and Wales +31 (0)70 377 4088 or Company number 4366849 or Shell Oil Company Registered with the Dutch Trade Register Royal Dutch Shell plc Investor Relations under number 34179503 Shell Centre 150 N Dairy Ashford London SE1 7NA Houston, TX 77079 HEADQUARTERS United Kingdom USA Royal Dutch Shell plc +44 (0)20 7934 3363 +1 832 337 2034 Carel van Bylandtlaan 30 2596 HR The Hague [email protected] [email protected] The Netherlands www.shell.com/shareholder [email protected] www.shell.com/investor SHARE REGISTRATION AMERICAN DEPOSITARY REPORT ORDERING Equiniti SHARES (ADSs) [email protected] Aspect House BNY Mellon Shareowner Services Spencer Road PO Box 30170 Annual Report/20-F service for US residents Lancing College Station, TX 77842-3170 +1 888 301 0504 West Sussex BN99 6DA USA United Kingdom 0800 169 1679 (UK) Overnight correspondence to: +44 (0) 121 415 7073 BNY Mellon Shareowner Services 211 Quality Circle, Suite 210 For online information about your holding College Station, TX 77845 and to change the way you receive your USA company documents: +1 888 737 2377 (USA) www.shareview.co.uk +1 201 680 6825 (international) Designed by Conran Design Group carbon neutral natureOffice.com | NL-215-168617 Typeset by RR Donnelley print production [email protected] Printed by Tuijtel under ISO 14001 www.mybnymdr.com 42343_Shell_AR2015_Cover.indd 4-6 16-03-16 15:22 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 [email protected] (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 New York Stock Exchange of the issuer with a nominal value of €0.07 each American Depositary Shares representing two B ordinary shares New York Stock Exchange of the issuer with a nominal value of €0.07 each 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 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, 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.