ANNUAL REPORT Royal Dutch Shell plc Annual Report and Form 20-F for the year ended December 31, 2016 CONTENTS 01 104 INTRODUCTION FINANCIAL STATEMENTS 01 Form 20-F AND SUPPLEMENTS 02 Cross reference to Form 20-F 104 Independent Auditors’ Reports related 04 Terms and abbreviations to the Consolidated and Parent Company 05 About this Report Financial Statements 117 Consolidated Financial Statements 06 153 Supplementary information – oil and gas STRATEGIC REPORT (unaudited) 171 Parent Company Financial Statements 06 Chair’s message 180 Independent Auditors’ Reports related 07 Chief Executive Officer’s review to the Royal Dutch Shell Dividend Access 08 Strategy and outlook Trust Financial Statements 10 Business overview 183 Royal Dutch Shell Dividend Access Trust 12 Risk factors Financial Statements 16 Market overview 18 Summary of results 20 Performance indicators 187 22 Integrated Gas ADDITIONAL INFORMATION 27 Upstream 187 Shareholder information 33 Oil and gas information 194 Section 13(r) of the US Securities 41 Downstream Exchange Act of 1934 disclosure 48 Corporate 195 Non-GAAP measures reconciliations 49 Liquidity and capital resources 197 Index to the Exhibits 53 Environment and society 198 Signatures 59 Our people E1 Exhibits 61 GOVERNANCE Cover image 61 The Board of Royal Dutch Shell plc 63 Senior Management The cover shows how Shell works 64 Directors’ Report with innovators, communities, 67 customers and partners worldwide Corporate governance to provide more and cleaner energy 79 Audit Committee Report solutions. 82 Directors’ Remuneration Report Designed by Conran Design Group carbon neutral natureOffice.com | NL-001-379387 Typeset by Donnelley Financial Solutions print production Printed by Tuijtel under ISO 14001 01. IFC and IBC Cover.indd 1 16/03/2017 12:17:06 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, 2016 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 1.125% Guaranteed Notes due 2017 New York Stock Exchange 1.25% 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 1.625% Guaranteed Notes due 2018 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 1.375% Guaranteed Notes due May 2019 New York Stock Exchange 1.375% Guaranteed Notes due September 2019 New York Stock Exchange 4.3% Guaranteed Notes due 2019 New York Stock Exchange Floating Rate Guaranteed Notes due 2019 New York Stock Exchange 2.125% Guaranteed Notes due 2020 New York Stock Exchange 2.25% Guaranteed Notes due 2020 New York Stock Exchange 4.375% Guaranteed Notes due 2020 New York Stock Exchange Floating Rate Guaranteed Notes due 2020 New York Stock Exchange 1.75% Guaranteed Notes due 2021 New York Stock Exchange 1.875% Guaranteed Notes due 2021 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 2.5% Guaranteed Notes due 2026 New York Stock Exchange 2.875% Guaranteed Notes due 2026 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 3.75% Guaranteed Notes due 2046 New York Stock Exchange 4.00% Guaranteed Notes due 2046 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, 2016: 4,406,063,759 A ordinary shares with a nominal value of €0.07 each. 3,739,277,889 B ordinary shares with a nominal value of €0.07 each. P Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 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 P Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes 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 P reports), and (2) has been subject to such filing requirements for the past 90 days. 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) P during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 ✓P 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: P 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 P Exchange Act). Yes 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: Linda M. Szymanski CROSS REFERENCE TO FORM 20-F Part I Pages Item 1. Identity of Directors, Senior Management and Advisers N/A Item 2. Offer Statistics and Expected Timetable N/A Item 3. Key Information A. Selected financial data 19, 189 B. Capitalisation and indebtedness 49-52 C. Reasons for the offer and use of proceeds N/A D. Risk factors 12-15 Item 4. Information on the Company A. History and development of the company 8, 10, 18, 22-32, 41-44, 50-52, 187, 195 B. Business overview 8-19, 22-48, 53-58, 153-161, 168-170, 194 C. Organisational structure 10, E1-E19 D. Property, plant and equipment 8-9, 12-15, 18-19, 22-47, 53-58, 153-170 Item 4A. Unresolved Staff Comments N/A Item 5. Operating and Financial Review and Prospects A. Operating results 12-15, 18-48, 143-148 B. Liquidity and capital resources 8-9, 18-19, 22-23, 27-28, 41-42, 49-52, 126-127, 136-138, 143-148, 176 C. Research and development, patents and licences, etc. 11 D. Trend information 8-9, 12-15, 16-21, 22-25, 27-32, 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 61- 63, 68-71 B. Compensation 85-95 C. Board practices 61-63, 67-72, 79-81, 85, 94-95, 101-102 D. Employees 59, 151 E. Share ownership 59-60, 82-103, 148-149, 187 Item 7. Major Shareholders and Related Party Transactions A. Major shareholders 187-188 B. Related party transactions 65, 124, 134, 151-152, 178-179, 186 C. Interests of experts and counsel N/A Item 8. Financial Information A. Consolidated Statements and Other Financial Information 49-52, 104-152, 171-186 B. Significant changes 11, 6 4 - 6 6 Item 9. The Offer and Listing A. Offer and listing details 190 B. Plan of distribution N/A C. Markets 187 D. Selling shareholders N/A E. Dilution N/A F. Expenses of the issue N/A Item 10. Additional Information A. Share capital 49, 59-60, 66, 90-92, 120, 148-149, 173, 176-177, 185, 187 B. Memorandum and articles of association 72-78 C.