SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
for the
period ended 02 May, 2017
BP p.l.c.
(Translation
of registrant's name into English)
1 ST JAMES'S SQUARE, LONDON, SW1Y 4PD, ENGLAND
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file
annual
reports
under cover Form 20-F or Form 40-F.
Form
20-F |X| Form 40-F
---------------
----------------
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of
1934.
Yes No
|X|
---------------
--------------
Exhibit
1.1
|
Director/PDMR
Shareholding dated 04 April 2017
|
Exhibit
1.2
|
Director/PDMR
Shareholding dated 05 April 2017
|
Exhibit
1.3
|
BP
Annual Report and Form 20-F 2016 dated 06 April 2017
|
Exhibit
1.4
|
Director/PDMR
Shareholding dated 11 April 2017
|
Exhibit
1.5
|
BP plc
Notice of Annual General Meeting 2017 dated 13 April
2017
|
Exhibit
1.6
|
Total
Voting Rights dated 28 April 2017
|
Exhibit 1.1
BP p.l.c.
Notification of transactions of persons discharging managerial
responsibility or connected persons
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Bernard
Looney
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief
Executive Upstream / PDMR
|
b)
|
Initial
notification/Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
BP
p.l.c.
|
b)
|
LEI
|
213800LH1BZH3DI6G760
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares of $0.25
GB0007980591
|
b)
|
Nature
of the transaction
|
Shares
acquired through participation in the BP Scrip Dividend
Programme
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s)
|
$5.58
|
354
|
d)
|
Aggregated
information
-
Volume
-
Price
-
Total
|
354
$5.58
$1,975.32
|
e)
|
Date of
the transaction
|
31
March 2017
|
f)
|
Place
of the transaction
|
Outside
a trading venue
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Bernard
Looney
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief
Executive Upstream / PDMR
|
b)
|
Initial
notification/Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
BP
p.l.c.
|
b)
|
LEI
|
213800LH1BZH3DI6G760
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares of $0.25
GB0007980591
|
b)
|
Nature
of the transaction
|
Shares
acquired through participation in the BP Scrip Dividend Programme,
in relation to his ordinary shareholding in his vested share
account
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s)
|
£4.61991
|
9,264
|
d)
|
Aggregated
information
-
Volume
-
Price
-
Total
|
9,264
£4.61991
£42,798.85
|
e)
|
Date of
the transaction
|
31
March 2017
|
f)
|
Place
of the transaction
|
Outside
a trading venue
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Mehmet
Tufan Erginbilgic
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief
Executive Downstream / PDMR
|
b)
|
Initial
notification/Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
BP
p.l.c.
|
b)
|
LEI
|
213800LH1BZH3DI6G760
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares of $0.25
GB0007980591
|
b)
|
Nature
of the transaction
|
Shares
acquired through participation in the BP Scrip Dividend Programme,
in relation to his ordinary shareholding in his vested share
account
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s)
|
£4.61991
|
8,805
|
d)
|
Aggregated
information
-
Volume
-
Price
-
Total
|
8,805
£4.61991
£40,678.31
|
e)
|
Date of
the transaction
|
31
March 2017
|
f)
|
Place
of the transaction
|
Outside
a trading venue
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Ian
Davis
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Non-Executive
Director
|
b)
|
Initial
notification/Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
BP
p.l.c.
|
b)
|
LEI
|
213800LH1BZH3DI6G760
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares of $0.25
GB0007980591
|
b)
|
Nature
of the transaction
|
Shares
acquired through participation in the BP Scrip Dividend
Programme
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s)
|
$5.58
|
461
|
d)
|
Aggregated
information
-
Volume
-
Price
-
Total
|
461
$5.58
$2,572.38
|
e)
|
Date of
the transaction
|
31
March 2017
|
f)
|
Place
of the transaction
|
Outside
a trading venue
|
This
notice is given in fulfilment of the obligation under Article 19 of
the Market Abuse Regulation.
Exhibit 1.2
BP p.l.c.
Notification of transactions of persons discharging managerial
responsibility or connected persons
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Bernard
Looney
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief
Executive Upstream / PDMR
|
b)
|
Initial
notification/Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
BP
p.l.c.
|
b)
|
LEI
|
213800LH1BZH3DI6G760
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares of $0.25
GB0007980591
|
b)
|
Nature
of the transaction
|
Shares
acquired through participation in the BP Scrip Dividend Programme,
in relation to his ShareMatch UK holding
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s)
|
£4.5755
|
161
|
d)
|
Aggregated
information
-
Volume
-
Price
-
Total
|
161
£4.5755
£736.66
|
e)
|
Date of
the transaction
|
31
March 2017
|
f)
|
Place
of the transaction
|
Outside
a trading venue
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Mehmet
Tufan Erginbilgic
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief
Executive Downstream / PDMR
|
b)
|
Initial
notification/Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
BP
p.l.c.
|
b)
|
LEI
|
213800LH1BZH3DI6G760
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description of the
financial instrument, type of instrument
Identification
code
|
Ordinary
shares of $0.25
GB0007980591
|
b)
|
Nature
of the transaction
|
Shares
acquired through participation in the BP Scrip Dividend Programme,
in relation to his Global ShareMatch holding
|
c)
|
Price(s) and
volume(s)
|
Price(s)
|
Volume(s)
|
£4.5755
|
42
|
d)
|
Aggregated
information
-
Volume
-
Price
-
Total
|
42
£4.5755
£192.17
|
e)
|
Date of
the transaction
|
31
March 2017
|
f)
|
Place
of the transaction
|
Outside
a trading venue
|
This
notice is given in fulfilment of the obligation under Article 19 of
the Market Abuse Regulation.
Exhibit
1.3
BP P.L.C. ANNUAL FINANCIAL REPORT - DTR 6.3.5
DISCLOSURE
BP
p.l.c. ('the Company')
The Company announces that the BP Annual Report and Form 20-F 2016
has been published. This document is publicly available via a
direct link to the BP Annual Report and Form 20-F 2016 at
www.bp.com/annualreport.
This follows the release on 7 February 2017 of the Company's
unaudited Fourth Quarter and Full Year 2016 results announcement
(the 'Preliminary Announcement').
In
compliance with 9.6.1 of the Listing Rules, on [6 April] 2017 the
Company submitted to the National Storage Mechanism a copy
of:
BP
Annual Report and Form 20-F 2016
This document will shortly be available for inspection at
http://www.morningstar.co.uk/uk/NSM
The BP
Annual Report and Form 20-F 2016 will be delivered to the Registrar
of Companies in due course and copies of this document may also be
obtained from:
The
Company Secretary's Office
BP
p.l.c.
1 St
James's Square
London
SW1Y
4PD
Tel:
+44 (0)20 7496 4000
The
Disclosure Guidance and Transparency Rules (DTR) require that an
announcement of the publication of an Annual Report should include
the disclosure of such information from the Annual Report as is of
a type that would be required to be disseminated in a Half-yearly
Report in compliance with the DTR 6.3.5(2) disclosure requirement.
Accordingly the following disclosures are made in the Appendices
below. References to page numbers and notes to the accounts made in
the following Appendices, refer to page numbers and notes to the
accounts in the BP Annual Report and Form 20-F 2016. This
announcement should be read in conjunction with, and is not a
substitute for reading, the full BP Annual Report and Form 20-F
2016.
The extracts from BP Annual Report and Form 20-F 2016 included in
this announcement contain certain forecasts, projections and
forward-looking statements - that is, statements related to future,
not past events - with respect to the financial condition, results
of operations and businesses of BP and certain of the plans and
objectives of BP with respect to these items. These statements may
generally, but not always, be identified by the use of words such
as 'will', 'expects', 'is expected to', 'aims', 'should', 'may',
'objective', 'is likely to', 'intends', 'believes', 'anticipates',
'plans', 'we see' or similar expressions. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will or may
occur in the future and are outside the control of BP. Actual
results may differ materially from those expressed in such
statements, depending on a variety of factors, including the
specific factors identified in the discussions accompanying such
forward-looking statements and other factors discussed elsewhere in
BP Annual Report and Form 20-F 2016.
APPENDIX A - AUDIT REPORTS
Audited
financial statements for 2016 are contained in the BP Annual Report
and Form 20-F 2016. The Independent Auditor's Report on the
consolidated financial statements is set out in full on pages
114-121 of the BP Annual Report and Form 20-F 2016. The Independent
Auditor's Report on the consolidated financial statements is
unqualified and does not contain any statements under section
498(2) or section 498(3) of the Companies Act 2006.
APPENDIX B - DIRECTORS' RESPONSIBILITY STATEMENT
The following statement is extracted in full and is unedited text
from page 111 of the BP Annual Report and Form 20-F 2016. This
statement relates solely to the BP Annual Report and Form 20-F 2016
and is not connected to the extracted information set out in this
announcement or the Preliminary Announcement.
Directors' responsibility statement
The
directors confirm that to the best of their knowledge:
●
|
the
consolidated financial statements, prepared in accordance with IFRS
as issued by the IASB, IFRS as adopted by the EU and in accordance
with the provisions of the Companies Act 2006, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the group.
|
●
|
the
parent company financial statements, prepared in accordance with
United Kingdom generally accepted accounting practice, give a true
and fair view of the assets, liabilities, financial position,
performance and cash flows of the company.
|
●
|
the
management report, which is incorporated in the strategic report
and directors'
report, includes a fair review of the development and performance
of the business and the position of the group, together with a
description of the principal risks and uncertainties that they
face.
|
C-H
Svanberg
Chairman
6 April
2017
APPENDIX C - RISKS AND UNCERTAINITIES
The principal risks and uncertainties relating to the Company are
set out on pages 49 and 50 of the BP Annual Report and Form 20-F
2016. The following is extracted in full and unedited text from the
BP Annual Report and Form 20-F 2016:
Risk factors
The risks discussed below, separately or in combination, could have
a material adverse effect on the implementation of our strategy,
our business, financial performance, results of operations, cash
flows, liquidity, prospects, shareholder value and returns and
reputation.
Strategic and commercial risks
Prices and markets - our financial performance is subject to
fluctuating prices of oil, gas, refined products, technological
change, exchange rate fluctuations, and the general macroeconomic
outlook.
Oil,
gas and product prices are subject to international supply and
demand and margins can be volatile. Political developments,
increased supply from new oil and gas sources, technological
change, global economic conditions and the influence of OPEC can
impact supply and demand and prices for our products. Decreases in
oil, gas or product prices could have an adverse effect on revenue,
margins, profitability and cash flows. If significant or for a
prolonged period, we may have to write down assets and re-assess
the viability of certain projects, which may impact future cash
flows, profit, capital expenditure and ability to maintain our
long-term investment programme. Conversely, an increase in oil, gas
and product prices may not improve margin performance as there
could be increased fiscal take, cost inflation and more onerous
terms for access to resources. The profitability of our refining
and petrochemicals activities can be volatile, with periodic
over-supply or supply tightness in regional markets and
fluctuations in demand.
Exchange
rate fluctuations can create currency exposures and impact
underlying costs and revenues. Crude oil prices are generally set
in US dollars, while products vary in currency. Many of our major
project development costs are denominated in local currencies,
which may be subject to fluctuations against the US
dollar.
Access, renewal and reserves progression - our inability to access,
renew and progress upstream resources in a timely manner could
adversely affect our long-term replacement of
reserves.
Delivering
our group strategy depends on our ability to continually replenish
a strong exploration pipeline of future opportunities to access and
produce oil and natural gas. Competition for access to investment
opportunities, heightened political and economic risks in certain
countries where significant hydrocarbon basins are located and
increasing technical challenges and capital commitments may
adversely affect our strategic progress. This, and our ability to
progress upstream resources and sustain long-term reserves
replacement, could impact our future production and financial
performance.
Major project delivery - failure to invest in the best
opportunities or deliver major projects successfully could
adversely affect our financial performance.
We face
challenges in developing major projects, particularly in
geographically and technically challenging areas. Operational
challenges and poor investment choice, efficiency or delivery at
any major project that underpins production or production growth
could adversely affect our financial performance.
Geopolitical - we are exposed to a range of political developments
and consequent changes to the operating and regulatory
environment.
We
operate and may seek new opportunities in countries and regions
where political, economic and social transition may take place.
Political instability, changes to the regulatory environment or
taxation, international sanctions, expropriation or nationalization
of property, civil strife, strikes, insurrections, acts of
terrorism and acts of war may disrupt or curtail our operations or
development activities. These may in turn cause production to
decline, limit our ability to pursue new opportunities, affect the
recoverability of our assets or cause us to incur additional costs,
particularly due to the long-term nature of many of our projects
and significant capital expenditure required.
Events
in or relating to Russia, including further trade restrictions and
other sanctions, could adversely impact our income and investment
in Russia. Our ability to pursue business objectives and to
recognize production and reserves relating to Russia could also be
adversely impacted.
Liquidity, financial capacity and financial, including credit,
exposure - failure to work within our financial framework could
impact our ability to operate and result in financial
loss.
Failure
to accurately forecast, manage or maintain sufficient liquidity and
credit could impact our ability to operate and result in financial
loss. Trade and other receivables, including overdue receivables,
may not be recovered and a substantial and unexpected cash call or
funding request could disrupt our financial framework or overwhelm
our ability to meet our obligations.
An
event such as a significant operational incident, legal proceedings
or a geopolitical event in an area where we have significant
activities, could reduce our credit ratings. This could potentially
increase financing costs and limit access to financing or
engagement in our trading activities on acceptable terms, which
could put pressure on the group's liquidity. Credit rating
downgrades could trigger a requirement for the company to review
its funding arrangements with the BP pension trustees and may cause
other impacts on financial performance. In the event of extended
constraints on our ability to obtain financing, we could be
required to reduce capital expenditure or increase asset disposals
in order to provide additional liquidity. See Liquidity and capital
resources on page 242 and Financial statements - Note 28.
Joint arrangements and contractors - we may have limited control
over the standards, operations and compliance of our partners,
contractors and sub-contractors.
We
conduct many of our activities through joint arrangements ,
associates or with contractors and sub-contractors where we may
have limited influence and control over the performance of such
operations. Our partners and contractors are responsible for the
adequacy of the resources and capabilities they bring to a project.
If these are found to be lacking, there may be financial,
operational or safety risks for BP. Should an incident occur in an
operation that BP participates in, our partners and contractors may
be unable or unwilling to fully compensate us against costs we may
incur on their behalf or on behalf of the arrangement. Where we do
not have operational control of a venture, we may still be pursued
by regulators or claimants in the event of an
incident.
Digital infrastructure and cybersecurity - breach of our digital
security or failure of our digital infrastructure could damage our
operations and our reputation.
A
breach or failure of our digital infrastructure due to intentional
actions such as attacks on our cybersecurity, negligence or other
reasons, could seriously disrupt our operations and could result in
the loss or misuse of data or sensitive information, injury to
people, disruption to our business, harm to the environment or our
assets, legal or regulatory breaches and potentially legal
liability. These could result in significant costs or reputational
consequences.
Climate change and carbon pricing - public policies could increase
costs and reduce future revenue and strategic growth
opportunities.
Changes
in laws, regulations, policies and obligations relating to climate
change, including carbon pricing, could impact our assets, costs,
revenue generation and strategic growth opportunities and demand
for our products.
Competition - inability to remain efficient, innovate and retain an
appropriately skilled workforce could negatively impact delivery of
our strategy in a highly competitive market.
Our
strategic progress and performance could be impeded if we are
unable to control our development and operating costs and margins,
or to sustain, develop and operate a high-quality portfolio of
assets efficiently. We could be adversely affected if competitors
offer superior terms for access rights or licences, or if our
innovation in areas such as exploration, production, refining or
manufacturing lags the industry. Our performance could also be
negatively impacted if we fail to protect our intellectual
property.
Our
industry faces increasing challenge to recruit and retain skilled
and experienced people in the fields of science, technology,
engineering and mathematics. Successful recruitment, development
and retention of specialist staff is essential to our
plans.
Crisis management and business continuity - potential disruption to
our business and operations could occur if we do not address an
incident effectively.
Our business and operating activities could be disrupted if we do
not respond, or are perceived not to respond, in an appropriate
manner to any major crisis or if we are not able to restore or
replace critical operational capacity.
Insurance - our insurance strategy could expose the group to
material uninsured losses.
BP generally purchases insurance only in situations where this is
legally and contractually required. Some risks are insured with
third parties and reinsured by group insurance companies. Uninsured
losses could have a material adverse effect on our financial
position, particularly if they arise at a time when we are facing
material costs as a result of a significant operational event which
could put pressure on our liquidity and cash flows.
Safety and operational risks
Process safety, personal safety, and environmental risks - we are
exposed to a wide range of health, safety, security and
environmental risks that could result in regulatory action, legal
liability, increased costs, damage to our reputation and
potentially denial of our licence to operate.
Technical integrity failure, natural disasters, extreme weather,
human error and other adverse events or conditions could lead to
loss of containment of hydrocarbons or other hazardous materials,
as well as fires, explosions or other personal and process safety
incidents, including when drilling wells, operating facilities and
those associated with transportation by road, sea or
pipeline.
There can be no certainty that our operating management system or
other policies and procedures will adequately identify all process
safety, personal safety and environmental risks or that all our
operating activities will be conducted in conformance with these
systems. See Safety on page 40.
Such events, including a marine incident, or inability to provide
safe environments for our workforce and the public while at our
facilities, premises or during transportation, could lead to
injuries, loss of life or environmental damage. We could as a
result face regulatory action and legal liability, including
penalties and remediation obligations, increased costs and
potentially denial of our licence to operate. Our activities are
sometimes conducted in hazardous, remote or environmentally
sensitive locations, where the consequences of such events could be
greater than in other locations.
Drilling and production - challenging operational environments and
other uncertainties can impact drilling and production
activities.
Our activities require high levels of investment and are sometimes
conducted in extremely challenging environments which heighten the
risks of technical integrity failure and the impact of natural
disasters and extreme weather. The physical characteristics of an
oil or natural gas field, and cost of drilling, completing or
operating wells is often uncertain. We may be required to curtail,
delay or cancel drilling operations because of a variety of
factors, including unexpected drilling conditions, pressure or
irregularities in geological formations, equipment failures or
accidents, adverse weather conditions and compliance with
governmental requirements.
Security - hostile acts against our staff and activities could
cause harm to people and disrupt our operations.
Acts of terrorism, piracy, sabotage and similar activities directed
against our operations and facilities, pipelines, transportation or
digital infrastructure could cause harm to people and severely
disrupt business and operations. Our activities could also be
severely affected by conflict, civil strife or political
unrest.
Product quality - supplying customers with off-specification
products could damage our reputation, lead to regulatory action and
legal liability, and potentially impact our financial
performance.
Failure to meet product quality standards could cause harm to
people and the environment, damage our reputation, result in
regulatory action and legal liability, and impact financial
performance.
Compliance and control risks
US government settlements - failure to comply with the terms of our
settlements with legal and regulatory bodies in the US announced in
November 2012 in respect of certain charges related to the Gulf of
Mexico oil spill may expose us to further penalties or liabilities
or could result in suspension or debarment of certain BP
entities.
Settlements with the US Department of Justice (DoJ) and the US
Securities and Exchange Commission (SEC) impose significant
compliance and remedial obligations on BP and its directors,
officers and employees, including the appointment of an ethics
monitor, a process safety monitor and an independent third-party
auditor. Failure to comply with the terms of these settlements
could result in further enforcement action by the DoJ and the SEC
and expose us to severe penalties, financial or otherwise, each of
which could impact our operations and have a material adverse
effect on the group's reputation and financial performance. Failure to
satisfy the requirements or comply with the terms of the
administrative agreement with the US Environmental Protection
Agency (EPA), under which BP agreed to a set of safety and
operations, ethics and compliance and corporate governance
requirements, could result in suspension or debarment of certain BP
entities.
Regulation - changes in the regulatory and legislative environment
could increase the cost of compliance, affect our provisions and
limit our access to new exploration opportunities.
Governments that award exploration and production interests may
impose specific drilling obligations, environmental, health and
safety controls, controls over the development and decommissioning
of a field and possibly, nationalization, expropriation,
cancellation or non-renewal of contract rights. Royalties and taxes
tend to be high compared with those imposed on similar commercial
activities, and in certain jurisdictions there is a degree of
uncertainty relating to tax law interpretation and changes.
Governments may change their fiscal and regulatory frameworks in
response to public pressure on finances, resulting in increased
amounts payable to them or their agencies.
Such factors could increase the cost of compliance, reduce our
profitability in certain jurisdictions, limit our opportunities for
new access, require us to divest or write down certain assets or
curtail or cease certain operations, or affect the adequacy of our
provisions for pensions, tax, decommissioning, environmental and
legal liabilities. Potential changes to pension or financial market
regulation could also impact funding requirements of the group.
Following the Gulf of Mexico oil spill, there have been cases of
additional oversight and more stringent regulation of BP and other
companies'
oil and gas activities in the US and
elsewhere, particularly relating to environmental, health and
safety controls and oversight of drilling operations, which could
result in increased compliance costs. In addition, we may be
subjected to a higher number of citations and level of fines
imposed in relation to any alleged breaches of safety or
environmental regulations, which could result in increased
costs.
Ethical misconduct and non-compliance - ethical misconduct or
breaches of applicable laws by our businesses or our employees
could be damaging to our reputation, and could result in
litigation, regulatory action and penalties.
Incidents of ethical misconduct or non-compliance with applicable
laws and regulations, including anti-bribery and corruption and
anti-fraud laws, trade restrictions or other sanctions, or
non-compliance with the recommendations of the ethics monitor
appointed under the terms of the DoJ and EPA settlements, could
damage our reputation, result in litigation, regulatory action and
penalties.
Treasury and trading activities - ineffective oversight of treasury
and trading activities could lead to business disruption, financial
loss, regulatory intervention or damage to our
reputation.
We are subject to operational risk around our treasury and trading
activities in financial and commodity markets, some of which are
regulated. Failure to process, manage and monitor a large number of
complex transactions across many markets and currencies while
complying with all regulatory requirements could hinder profitable
trading opportunities. There is a risk that a single trader or a
group of traders could act outside of our delegations and controls,
leading to regulatory intervention and resulting in financial loss
and potentially damaging our reputation. See Financial
statements -
Note 28.
Reporting - failure to accurately report our data could lead to
regulatory action, legal liability and reputational
damage.
External reporting of financial and non-financial data, including
reserves estimates, relies on the integrity of systems and people.
Failure to report data accurately and in compliance with applicable
standards could result in regulatory action, legal liability and
damage to our reputation.
APPENDIX D - RELATED PARTY TRANSACTIONS
Disclosures in relation to the related party transactions are set
out at pages 153 and 155 of the BP Annual Report and Form 20-F
2016. The following is extracted in full and unedited text from the
BP Annual Report and Form 20-F 2016:
Extract from Note 15 Investments in joint ventures, BP Annual
Report and Form 20-F 2016, page 153:
Transactions
between the group and its joint ventures are summarized
below.
|
|
|
|
|
|
|
|
|
|
$
million
|
Sales
to joint ventures
|
|
|
|
2016
|
|
|
2015
|
|
2014
|
|
|
|
|
|
Amount
|
|
|
Amount
|
|
Amount
|
|
|
|
|
|
receivable at
|
|
|
receivable
at
|
|
receivable
at
|
Product
|
|
|
|
Sales
|
31 December
|
Sales
|
|
31
December
|
Sales
|
31
December
|
LNG,
crude oil and oil products, natural gas
|
|
2,760
|
291
|
2,841
|
|
245
|
3,148
|
300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
million
|
Purchases
from joint ventures
|
|
|
|
2016
|
|
|
2015
|
|
2014
|
|
|
|
|
|
Amount
|
|
|
Amount
|
|
Amount
|
|
|
|
|
|
payable at
|
|
|
payable
at
|
|
payable
at
|
Product
|
|
|
|
Purchases
|
31 December
|
Purchases
|
|
31
December
|
Purchases
|
31
December
|
LNG,
crude oil and oil products, natural gas,
|
|
|
|
|
|
|
|
refinery operating costs, plant processing fees
|
|
943
|
120
|
861
|
|
104
|
907
|
129
|
The
terms of the outstanding balances receivable from joint ventures
are typically 30 to 45 days. The balances are unsecured and will be
settled in cash. There are no significant provisions for doubtful
debts relating to these balances and no significant expense
recognized in the income statement in respect of bad or doubtful
debts. Dividends receivable are not included in the table
above.
Extract from Note 16 Investments in associates, BP Annual Report
and Form 20-F 2016, page 155:
Transactions
between the group and its associates are summarized
below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
million
|
Sales
to associates
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
Amount
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
receivable at
|
|
receivable
at
|
|
receivable
at
|
Product
|
|
|
|
|
|
|
|
Sales
|
|
31 December
|
Sales
|
31
December
|
Sales
|
31
December
|
LNG,
crude oil and oil products, natural gas
|
|
|
|
|
4,210
|
|
765
|
5,302
|
1,058
|
9,589
|
1,258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
million
|
Purchases
from associates
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
Amount
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
payable at
|
|
payable
at
|
|
payable
at
|
Product
|
|
|
|
|
|
|
|
Purchases
|
|
31 December
|
Purchases
|
31
December
|
Purchases
|
31
December
|
Crude
oil and oil products, natural gas, transportation
tariff
|
|
|
|
8,873
|
|
2,000
|
11,619
|
2,026
|
22,703
|
2,307
|
In
addition to the transactions shown in the table above, in 2016 the
group completed the dissolution of its German refining joint
operation with Rosneft. In 2015, the group acquired a 20%
participatory interest in Taas-Yuryakh Neftegazodobycha, a Rosneft
subsidiary.
The
terms of the outstanding balances receivable from associates are
typically 30 to 45 days. The balances are unsecured and will be
settled in cash. There are no significant provisions for doubtful
debts relating to these balances and no significant expense
recognized in the income statement in respect of bad or doubtful
debts. Dividends receivable are not included in the table
above.
The
majority of the sales to and purchases from associates relate to
crude oil and oil products transactions with Rosneft.
BP has
commitments amounting to $12,768 million (2015 $11,446 million)
primarily in relation to contracts with its associates for the
purchase of transportation capacity.
Extract
from BP Annual Report and Form 20-F 2016, page 266:
Related-party transactions
Transactions
between the group and its significant joint ventures and associates
are summarized in Financial statements - Note 15 and Note 16. In the
ordinary course of its business, the group enters into transactions
with various organizations with which some of its directors or
executive officers are associated. Except as described in this
report, the group did not have material transactions or
transactions of an unusual nature with, and did not make loans to,
related parties in the period commencing 1 January 2016 to 16 March
2017.
APPENDIX
E - IMPORTANT EVENTS DURING THE YEAR
For a
full glossary of terms, see BP Annual
Report and Form 20-F 2016, pages 280-284.
1. Extracted in
full and unedited text from the Chairman's letter, BP Annual Report
and Form 20-F 2016, pages 4-5:
Dear fellow shareholder,
2016 was a year of change on many fronts. The global community
witnessed further challenges raised by economic, political and
social forces, and many nations experienced internal stresses and
tensions, which remain present. In the energy world, our world, it
has been a period of transition. From a 12-year low in oil prices,
to digital technologies that are transforming how we work, and the
drive to a lower carbon economy, our team has had to manage through
a period of uncertainty, complexity and volatility.
Against this backdrop, we have shown great resilience and
character: we returned to profit and maintained our dividend. We
had a good year in a tough environment. We have set a new strategic
direction for BP -
and we have a great team carrying it
out.
The record since 2010
BP's performance in 2016 was based on the foundations
rebuilt following the 2010 Deepwater Horizon accident
-
an event that could have put the very
existence of our company at risk.
Over the past six years, Bob Dudley and his team have steered the
business through the recovery from the crisis of 2010 and then
through the response to lower oil and gas prices.
During that period, safety has improved significantly. The
portfolio has been strengthened. Operating cash flow has remained
strong. The dividend has been restored and increased. Investment
for growth has continued, while capital and costs have been
controlled. The relationships on which we depend have been
deepened. And all of this has been done while managing a charge of
$63 billion for the 2010 accident, for which the major liabilities
have now been clarified and for which we have a plan to manage the
remaining payments and residual litigation. All of this sets a firm
base for the future, which is bound to have its own
challenges.
2016 performance and shareholder distributions
In 2016 the team has again focused on the careful stewardship of
shareholders'
investments.
We continued making progress in safety performance, with serious
incidents and injury rates falling. We delivered strong cash flow,
disciplined capital spending and lower costs. We met our cost
reduction target a year early. New major projects took shape. And
we have continued to invest in opportunities for future growth,
securing a set of innovative portfolio additions as well as
divesting non-strategic assets.
This performance enabled us to maintain the dividend at 10 cents
per ordinary share through 2016 and the board's policy remains to grow sustainable free cash
flow and distributions to shareholders.
Looking ahead
We can now look forward and outward, and the board and executive
team have set out BP's strategic priorities for the
future.
Our refreshed strategy is designed to ensure BP is
'good for all seasons'
in an uncertain environment. It
enables us to compete in a world of volatile oil and gas prices,
changing customer preferences and of course, the transition to a
lower carbon future.
As our BP
Energy Outlook 2035 predicts,
the growth in consumption of oil will gradually slow and likely
peak. This is a result of slowing demand growth, not limited
supply, as was once thought. In a world of longer-term abundance,
oil prices are likely to remain under pressure. Focus will shift to
greater efficiency and low-cost production. Gas will grow as a
cleaner alternative to coal. Advanced fuels and lubricants will
help motorists reduce emissions. Renewable energy will grow rapidly
to become commercial at scale.
As a global business, we plan to play our part in this energy
transition. Our strategy provides BP with greater agility
-
combining lower cost oil production,
increasing gas supply, greater market-led downstream activities,
and growing renewables and venturing
businesses.
We are also proud to be playing a leading role among our peers
through the Oil and Gas Climate Initiative, where
Bob's chairmanship has seen an unprecedented
convergence of national and international energy companies to act
on this issue.
Remuneration
At the 2016 AGM, we heard a clear message from shareholders on
executive pay. During the past year we have sought to address these
concerns, recognizing they reflect the concerns of society more
broadly.
The decisions we have taken, and for which we seek shareholder
approval, mark a significant break from past policy. The total pay
for executive directors in 2016 is much reduced compared to
2015.
The policy we propose for 2017 and beyond is a simpler approach to
executive remuneration and reduces the total amount executive
directors can earn compared with the previous policy. Executive
reward will be driven even more closely than before by the
company's performance and shareholder returns. I
particularly want to emphasize that the future remuneration of
senior management will be directly linked to the delivery of our
new strategic priorities, including BP's contribution to the longer-term transition in
supplying lower carbon energy to drive the global
economy.
This new approach aims to take account of shareholder concerns on
the level of executive pay while recognizing the clear need for a
global business like BP to attract and retain the best talent. With
those two primary considerations in mind, my fellow board members
and I believe the new policy to be appropriate, balanced and
responsive to all those we serve as a business.
Governance and the Board
Today's world presents a range of risks
-
operational, commercial, geopolitical,
environmental and financial. On the board, we aim to maintain the
breadth and depth of experience needed to fulfil our critical role
of monitoring and managing those risks, working with the executive
team.
In 2016 Nils Andersen joined us as a non-executive director,
bringing considerable insight gained in the energy, shipping and
consumer goods industries. He has led major companies, including as
chief executive of A.P. Møller-Mærsk A/S and Carlsberg
A/S.
Cynthia Carroll and Andrew Shilston are standing down as directors
at the forthcoming AGM. On behalf of the board I thank them for the
substantial contributions they have made to our work both in the
board and its committees over the years in some difficult
times.
The board is proposing that Melody Meyer is elected as a director
at the AGM. Melody has had an extensive career in the global oil
and gas industry with Chevron and will bring experience of safe and
efficient operations and world class projects. We continue to work
to increase the diversity of the board as this enhances independent
thinking and healthy challenge.
Conclusion
BP is a global business operating in over 70 countries. To do this
effectively over the long term, we need the trust of our
shareholders that we will deliver value, but also the trust of the
societies where we work -
both at home and across the
world.
I believe this report, along with our Sustainability Report,
demonstrates BP's progress in working for all stakeholders,
shareholders, customers, partners, governments, employees and
communities.
Bob and his team have guided BP from a time of crisis in 2010 to a
position where we have sound prospects for greater value creation
and growth in the years ahead. Please join me in thanking Bob and
his team for their exceptional stewardship of BP. Thank you to the
board and to all our employees -
and thank you all for your continued
support.
We are now beginning a new journey.
Carl-Henric
Svanberg
Chairman
6 April
2017
2. Extracted in full and unedited text from the Group
chief executive's letter, BP Annual Report and Form 20-F 2016,
pages 6-7:
Dear fellow shareholder,
In 2016 BP started to look forward again. It may have been one of
the toughest years we have yet seen in the business environment,
with oil prices the lowest since 2004. But it was a year when we
turned the challenges into opportunities, finding new ways to
compete and grow in a fast-changing industry. Over the last six
years, we have been making BP safer, stronger and more resilient.
And in 2016 we once again began building for growth and setting a
course for a low cost, lower carbon future.
Our results
Our top priority is always safety and in 2016 we continued the
progress made in recent years, with 80% fewer serious incidents and
a 40% lower injury rate than in 2011. A good safety record is one
sign of disciplined operations. Another sign is reliability
-
and here too we have seen improvement,
with upstream plant reliability of 95% -
up from 86% in 2011
-
and refining availability of 95.3%,
maintaining our strong record in recent years.
The good progress that the team made was reflected in the financial
results -
with a return to headline profit in
2016 compared with a significant headline loss in 2015, which
reflected our provisioning for Gulf of Mexico settlements. Our
underlying replacement cost profit represents resilient performance
given the environment of low oil and gas prices and weak refining
margins. Importantly, operating cash flow in 2016 was robust at
$17.6 billion, excluding the Gulf of Mexico oil spill
payments.a
Net cash provided by our operating
activities was $10.7 billion after payments for the oil spill of
$6.9 billion.
The work we have done to reduce capital spending and costs played a
large part in these results. More than two years ago we recognized
that energy prices could be 'lower for longer'. Since then, we have been dedicated to changing
the way we work, putting in place cost savings and efficiencies
that can be sustained. As a result, our 2016 capital spend was
significantly lower than peak levels in 2013. Not only did we meet
our 2017 target for cash cost reduction -
we did so a year ahead of
schedule.
Capital discipline is not only about reducing spending, but
ensuring that the money we continue to invest is spent well. One
example in 2016 was the sanction of the second phase of our Mad Dog
operation in the US Gulf of Mexico at a budget of $9 billion
-
less than half the original estimate.
This helps make this project highly competitive -
even in a lower oil price
environment.
I am pleased to report that the major liabilities from the
Deepwater Horizon accident have been resolved -
with most of the outstanding
governmental and commercial claims clarified. Cash payments were
around $7 billion in 2016 which we expect to fall to $4.5-5.5
billion in 2017, $2 billion in 2018 and a little over $1 billion
per year thereafter. Our disciplined financial framework can
accommodate these outflows and, with this resolution, our
management team can focus with greater confidence on the
future.
Our portfolio
We started the year with a goal to increase production from new
projects by 800,000 barrels a day by 2020. During 2016 we remained
on track for that goal, and we have increased our ambition to over
a million barrels a day by 2021. Given the competitive environment,
this goal goes hand in hand with a disciplined focus on
costs.
In the Upstream, we launched six major project start-ups, from
Algeria to the Gulf of Mexico, and made final investment decisions
on a further five. We are maintaining that momentum in 2017 with
more significant start-ups scheduled -
including the Quad 204 development in
the UK, the giant Khazzan field in Oman and the West Nile Delta
project in Egypt. These projects bring us significant reserves,
flowing supplies and lower our per unit cost structure. They
reposition our portfolio for the future.
The Downstream has continued to improve performance and grow with
earnings up more than 25% compared with 2014, despite lower
industry refining margins. We have enhanced our retail offer to
customers -
rolling out our new fuels with ACTIVE
technology in 13 countries and building great retail partnerships
such as with M&S in the UK, REWE in Germany and, subject to
regulatory approvals, Woolworths in Australia. Plus, our
partnership with Fulcrum BioEnergy should help bring low carbon jet
fuel to the market at scale.
We have announced a number of strategic additions to our portfolio.
We broadened our positions in world-class gas fields: in the West
African basin through an agreement with Kosmos Energy; in
Egypt's Zohr field, thought to be the largest discovered
in the Mediterranean; and in Oman's Khazzan development, a giant project that has
now become even bigger. These underline our focus on gas, the
fastest growing hydrocarbon fuel with the lowest carbon
content.
We have also been innovative in terms of business models. In Abu
Dhabi, we concluded an agreement to renew an onshore oil
concession, stretching to 2050, in exchange for a 2% stake in BP.
We have operated there for 75 years and this transaction
underscores the value of long-term relationships. In Norway, we
combined Det norske's nimble business practices,
Aker's industrial experience and our global scale
expertise to form Aker BP -
the country's largest independent oil company. This gives us
access to substantive offshore oil and gas resources as well as
dividends for shareholders.
Putting all these initiatives together, we are creating a
substantial core of long-term, cost-efficient major projects that
can deliver material operating cash flow and earnings for decades
to come.
Our future
This was also a year when we set out our strategic priorities for
the longer term. They are rooted in society's need to use more energy -
bringing heat, light and mobility to
millions of people -
while positioning BP for a lower
carbon world. These priorities will help us drive progress and
respond with agility to external changes -
whether in supply and demand, oil and
gas prices, in environmental policy or in
technology.
Competitive upstream portfolio:
we will expand the gas portfolio alongside lower cost oil
production, managing these cost-effectively.
Market-led Downstream: we will
provide a range of fuels and lubricants that help make vehicles
more efficient and grow our fuels marketing and lubricants
businesses.
Low carbon and venturing: we
will broaden our renewable energy and low carbon businesses through
reinvestment in the current portfolio, build a dynamic venturing
arm, and further our work in tackling climate
change.
Modernizing the whole group: we
will be deploying advanced technologies such as robotics and big
data analytics to improve and simplify our processes
-
as well as using our trading expertise
to maximize the value from our assets.
I am extremely proud of the global BP team. Without the women and
men of BP, we would not have been able to preserve and transform
the business over the past six years. I am grateful to our
partners, host governments, and other stakeholders who have stood
by us as we have stabilized BP and built up our resilience. And I
say thank you, to you, our shareholders who have afforded us the
time and support to take the actions needed to restore BP to a
position of strength from which we can grow and prosper in the
years ahead.
Since 2010, BP's story has been one of recovery, rebuilding and
resilience. Now we are increasingly looking ahead with a spirit of
purpose and invention. From 2017, you can expect a story of
growth.
a This sentence does not form part of BP's Annual Report on
Form 20-F as filed with the SEC.
Bob
Dudley
Group
Chief Executive
6 April
2017
3.
Extracted in full and unedited text from "Group performance", BP
Annual Report and Form 20-F 2016, pages 21-23:
Financial
and operating performance
|
|
|
|
|
|
|
|
|
$
million
|
|
|
2016
|
2015
|
2014
|
Profit
(loss) before interest and taxation
|
|
(430)
|
(7,918)
|
6,412
|
Finance
costs and net finance costs relating to pensions and other post
retirement benefits
|
|
(1,865)
|
(1,653)
|
(1,462)
|
Taxation
|
|
2,467
|
3,171
|
(947)
|
Non-controlling
interests
|
|
(57)
|
(82)
|
(223)
|
Profit
(loss) for the yearb
|
|
115
|
(6,482)
|
3,780
|
Inventory
holding (gains) losses, before tax
|
|
(1,597)
|
1,889
|
6,210
|
Taxation
charge (credit) on inventory holding gains and losses
|
|
483
|
(569)
|
(1,917)
|
Replacement
cost profit (loss)
|
|
(999)
|
(5,162)
|
8,073
|
Net
charge (credit) for non-operating items, before tax
|
|
5,661
|
15,328
|
9,132
|
Taxation
charge (credit) on non-operating items
|
|
(2,833)
|
(4,056)
|
(4,512)
|
Net
(favourable) unfavourable impact of fair value accounting effects,
before tax
|
|
1,085
|
(261)
|
(898)
|
Taxation
charge (credit) on fair value accounting effects
|
|
(329)
|
56
|
341
|
Underlying
replacement cost profit
|
|
2,585
|
5,905
|
12,136
|
Dividends
paid per share - cents
|
|
40.0
|
40.0
|
39.0
|
Dividends
paid per share - pence
|
|
29.418
|
26.383
|
23.850
|
Additions
to non-current assetsc
|
|
21,204
|
20,080
|
26,492
|
Capital
expenditure on an accruals basisd e
|
|
|
|
|
Organic
capital expendituref
|
|
18,440
|
18,748
|
22,892
|
Inorganic
capital expenditure
|
|
939
|
710
|
601
|
|
|
19,379
|
19,458
|
23,493
|
|
|
|
|
|
|
b Profit (loss) attributable to BP
shareholders.
c Includes additions to property, plant and equipment;
goodwill; intangible assets; investments in joint ventures; and
investments in associates.
d A reconciliation to GAAP information is provided on page
285.
e The definitions of capital expenditure on an accruals
basis and inorganic capital expenditure have been revised to
exclude asset exchanges as they are non-cash transactions.
Previously reported amounts have been amended. Previously reported
amounts for organic capital expenditure are unchanged.
f 2016 includes amounts
relating to the renewal of a 10% interest in the Abu Dhabi onshore
oil concession for which new ordinary shares in BP were
issued.
The
profit for the year ended 31 December 2016 was $115 million,
compared with a loss of $6.5 billion in 2015. Excluding inventory
holding gains, replacement cost (RC) loss was $1.0 billion,
compared with a loss of $5.2 billion in 2015.
The net
charge for non-operating items mainly relates to additional charges
for the Gulf of Mexico oil spill which are partially offset by net
impairment reversals. There were net unfavourable fair value
accounting effects. After adjusting for non-operating items and
fair value accounting effects, underlying RC profit for the year
ended 31 December 2016 was $2.6 billion, a decrease of $3.3 billion
compared with 2015. The reduction was predominantly due to lower
results in both the Upstream and Downstream segments reflecting
lower oil and gas prices and the weaker refining environment (see
pages 24 and 30).
Non-operating
items in 2016 also include a restructuring charge of $0.8 billion
(2015 $1.1 billion), cumulative restructuring charges from the
beginning of the fourth quarter 2014 totalled $2.3 billion by the
end of 2016. Non-operating restructuring charges are expected to
continue into 2017.
The
loss for the year ended 31 December 2015 was $6.5 billion, compared
with a profit of $3.8 billion in 2014. Excluding inventory holding
losses, RC loss was $5.2 billion, compared with a profit of $8.1
billion in 2014.
After
adjusting for a net charge for non-operating items, which mainly
related to the agreements in principle to settle federal, state and
the vast majority of local government claims arising from the 2010
Deepwater Horizon accident and impairment charges; and net
favourable fair value accounting effects, underlying RC profit for
the year ended 31 December 2015 was $5.9 billion, a decrease of
$6.2 billion compared with 2014. The reduction was mainly due to a
significantly lower profit in Upstream, partially offset by
improved earnings from Downstream.
More
information on non-operating items and fair value accounting
effects can be found on page 285. See Other businesses and
corporate on page 37 and Financial statements - Note 2 for further
information on the impact of the Gulf of Mexico oil spill on
BP's financial
results.
Taxation
The
credit for corporate income taxes in 2016 and 2015 reflects the
deferred tax impact of the increased provisions in respect of the
Gulf of Mexico oil spill. The effective tax rate (ETR) on the loss
for the year was 107% in 2016 and 33% in 2015; the ETR on the
profit for the year in 2014 was 19%. The ETR in 2016 and 2015 was
impacted by various one-off items.
Adjusting
for inventory holding impacts, non-operating items, fair value
accounting effects and the deferred tax adjustments as a result of
the reductions in the UK North Sea supplementary charge in 2016 and
2015, the adjusted ETR on RC profit was 23% in 2016 (2015 31%, 2014
36%). The adjusted ETR for 2016 is lower than 2015 predominantly
due to changes in the geographical mix of profits as a result of
the lower oil price and the absence of foreign exchange impacts
from the strengthening of the US dollar in 2015. The adjusted ETR
for 2015 was lower than 2014 mainly due to changes in the
geographical mix of profits.
In the
current environment, and reflecting the recent transaction to renew
a 10% interest in the Abu Dhabi onshore oil concession, the
adjusted ETR in 2017 is expected to be in the region of
40%.
Cash flow and net debt information
|
|
|
|
|
|
|
|
|
$
million
|
|
|
2016
|
2015
|
2014
|
Operating
cash flow excluding amounts related to the Gulf of Mexico oil spill
a
|
|
17,583
|
20,263
|
32,763
|
Operating
cash flow
|
|
10,691
|
19,133
|
32,754
|
Net
cash used in investing activities
|
|
(14,753)
|
(17,300)
|
(19,574)
|
Net
cash provided by (used in) financing activities
|
|
1,977
|
(4,535)
|
(5,266)
|
Cash
and cash equivalents at end of year
|
|
23,484
|
26,389
|
29,763
|
Gross
debt
|
|
58,300
|
53,168
|
52,854
|
Net
debt
|
|
35,513
|
27,158
|
22,646
|
Gross
debt to gross debt-plus-equity (%)
|
|
37.6%
|
35.1%
|
31.9%
|
Net
debt to net debt-plus-equity (%)
|
|
26.8%
|
21.6%
|
16.7%
|
a
This does not form part of BP's Annual
Report on Form 20-F as filed with the SEC.
Operating cash flow
Net
cash provided by operating activities for the year ended 31
December 2016 was $8.4 billion lower than 2015. Of this amount,
$6.0 billion was a result of higher pre-tax cash outflows
associated with the Gulf of Mexico oil spill ($7.1 billion in 2016
compared with $1.1 billion in 2015). Cash flows were impacted by
the continuing low oil price environment, with a lower average oil
price in 2016 compared with 2015, working capital effects, and a
reduction of $0.7 billion in income taxes paid.
Movements
in inventories and other current and non-current assets and
liabilities adversely impacted cash flow in the year by $3.2
billion. There was an adverse impact from the Gulf of Mexico oil
spill of $4.8 billion. Other working capital effects, arising from
a variety of different factors, had a favourable impact of $1.6
billion. The group actively manages its working capital balances to
optimize cash flow, particularly in the current lower oil price
environment. Inventories increased during the year because volumes
were increased in our trading business to benefit from market
opportunities, and due to higher prices towards the end of the
year. The increase in inventory was largely offset by a
corresponding increase in payables, limiting the increase in
working capital.
There
was a decrease in net cash provided by operating activities of
$13.6 billion in 2015 compared with 2014 of which $1.1 billion
related to the Gulf of Mexico oil spill. This was principally a
result of the lower oil price environment, although there were
benefits of reduced working capital requirements and lower tax
paid.
Net cash used in investing activities
Net
cash used in investing activities for the year ended 31 December
2016 decreased by $2.5 billion compared with 2015.
The
decrease mainly reflected a reduction in cash outflow in respect of
capital expenditure, including investment in joint ventures and
associates, of $2.8 billion. The decrease of $2.3 billion in 2015
compared with 2014 reflected a reduction in cash outflow in respect
of capital expenditure of $3.9 billion, partly offset by a
reduction of $0.7 billion in disposal proceeds. The reductions in
cash capital expenditure in both years reflect the
group's response
to the lower oil price environment.
There
were no significant cash flows in respect of acquisitions in 2016,
2015 and 2014.
The
group has had significant levels of capital investment for many
years. Cash flow in respect of capital investment, excluding
acquisitions, was $17.5 billion in 2016 (2015 $20.2 billion and
2014 $23.1 billion). Sources of funding are fungible, but the
majority of the group's funding requirements for
new investment comes from cash generated by existing
operations.
We
expect organic capital expenditure on an accruals basis to be in
the range of $15-17 billion in 2017.
Disposal
proceeds for 2016, as per the cash flow statement, were $2.6
billion (2015 $2.8 billion, 2014 $3.5 billion), including amounts
received for the sale of certain midstream assets in the Downstream
fuels business and our Decatur petrochemicals complex. In addition,
in 2016 we also received $0.6 billion in relation to the sale of
20% from our shareholding in Castrol India Limited, shown within
financing activities in the cash flow statement, giving total
proceeds of $3.2 billion for the year. In 2015 disposal proceeds
included amounts received from our Toledo refinery partner, Husky
Energy, in place of capital commitments relating to the original
divestment transaction that have not been subsequently sanctioned.
We expect disposal proceeds to be in the range of $4.5-5.5 billion
in 2017.
Net cash used in financing activities
Net
cash provided by financing activities for the year ended 31
December 2016 was $2.0 billion, compared with $4.5 billion used in
2015. This was mainly the result of higher net proceeds from
financing of $3.6 billion ($4.0 billion higher net proceeds from
long-term debt offset by a decrease of $0.4 billion in short-term
debt). In addition, there was a cash inflow of $0.9 billion
relating to increases in non-controlling interests, including the
sale of 20% from our shareholding in Castrol India Limited noted
above. The total dividend paid in cash in 2016 was $2.1 billion
lower than in 2015 - see below for further
information.
The
decrease in net cash used in financing activities of $0.7 billion
in 2015 compared with 2014 reflected no share repurchases in 2015,
compared with $4.6 billion in 2014. This was largely offset by
lower net proceeds from financing of $3.2 billion ($4.4 billion
lower net proceeds from long-term debt offset by an increase of
$1.2 billion in short-term debt), and an increase in the total
dividend paid in cash of $0.8 billion - see below for further
information.
Total
dividends distributed to shareholders in 2016 were 40 cents per
share, the same as 2015 on a US dollar basis and up 11.5% in
sterling terms. This amounted to a total distribution to
shareholders of $7.5 billion (2015 $7.3 billion, 2014 $7.2
billion), of which shareholders elected to receive $2.9 billion
(2015 $0.6 billion, 2014 $1.3 billion) in shares under the scrip
dividend programme. The total amount distributed in cash amounted
to $4.6 billion during the year (2015 $6.7 billion, 2014 $5.9
billion).
Net debt
Gross
debt at the end of 2016 increased by $5.1 billion from the end of
2015. The gross debt ratio at the end of 2016 increased by 2.5%.
Net debt at the end of 2016 increased by $8.4 billion from the 2015
year-end position. The net debt ratio at the end of 2016 increased
by 5.2%.
We
continue to target a net debt ratio in the range of 20-30%. Net
debt and the net debt ratio are non-GAAP measures. See Financial
statements - Note 26 for gross debt, which is the nearest
equivalent measure on an IFRS basis, and for further information on
net debt.
The
total cash and cash equivalents at the end of 2016 were $2.9
billion lower than 2015.
For
information on financing the group's activities, see Financial
statements - Note 28 and Liquidity and capital resources on page
242.
4.
Extracted in full and unedited text from "Upstream", BP Annual
Report and Form 20-F 2016, pages 25-26:
Upstream
Sales and other operating revenues for 2016 decreased compared with
2015, primarily reflecting lower liquids and gas realizations, and
lower gas marketing and trading revenues. The decrease in 2015
compared with 2014 primarily reflected significantly lower liquids
and gas realizations and lower gas marketing and trading revenues
partly offset by higher production.
Replacement cost loss before interest and tax for the segment
included a net non-operating gain of $1,753 million. This primarily
relates to the reversal of impairment charges associated with a
number of assets, following a reduction in the discount rate
applied and changes to future price assumptions. See Financial
statements - Note 4 for further information. Fair value accounting
effects had an unfavourable impact of $637 million relative to
management's view of performance.
The 2015 result included a net non-operating charge of $2,235
million, primarily related to a net impairment charge associated
with a number of assets, following a further fall in oil and gas
prices and changes to other assumptions. Fair value accounting
effects had a favourable impact of $105 million relative to
management's view of performance. The 2014 result included a net
non-operating charge of $6,298 million, primarily related to
impairments associated with several assets, mainly in the North Sea
and Angola reflecting the impact of the lower near-term price
environment, revisions to reserves and increases in expected
decommissioning cost estimates. Fair value accounting effects had a
favourable impact of $31 million relative to management's view of
performance.
After adjusting for non-operating items and fair value accounting
effects, the underlying RC result before interest and tax was a
loss, compared with a profit in 2015. This lower result primarily
reflected lower liquids and gas realizations, as well as adverse
foreign exchange impacts and lower gas marketing and trading
results. This was partly offset by lower costs including the
benefits of simplification and efficiency activities, lower
exploration write-offs, lower depreciation, depletion and
amortization expense and lower rig cancellation
charges.
Compared with 2014 the 2015 result reflected significantly lower
liquids and gas realizations, as well as rig cancellation charges
and lower gas marketing and trading results, partly offset by lower
costs including benefits from simplification and efficiency
activities and lower exploration write-offs, and higher
production.
Additions
to non-current assets were $17.9 billion and organic capital
expenditure on an accruals basis was $16.0 billion. Excluding the
Abu Dhabi onshore oil concession renewal for which shares were used
as consideration, organic capital expenditure was $13.6 billion,
significantly lower than the $16.3 billion in 2015.
In
total, disposal transactions generated $0.8 billion in proceeds in
2016, with a corresponding reduction in net proved reserves of
241mmboe within our subsidiaries.
The major disposal transaction during 2016 was the transfer of our
Norway assets to Aker BP. More information on disposals is provided
in Upstream analysis by region on page 244 and Financial
statements -
Note 4.
5.
Extracted in full and unedited text from "Downstream", BP Annual
Report and Form 20-F 2016, page 31:
Downstream
Sales and other operating revenues in 2016 and 2015 were lower due
to lower crude and product prices.
Replacement cost profit before interest and tax for the year ended
31 December 2016 included a net non-operating charge of $24
million, mainly relating to a gain on disposal in our fuels
business which was more than offset by restructuring and other
charges. The 2015 result included a net non-operating charge of
$590 million, mainly relating to restructuring charges, while the
2014 result included a net non-operating charge of $1,570 million,
primarily relating to impairment charges in our petrochemicals and
fuels businesses. In addition, fair value accounting effects had an
unfavourable impact of $448 million, compared with a favourable
impact of $156 million in 2015 and $867 million in
2014.
After adjusting for non-operating items and fair value accounting
effects, underlying RC profit before interest and tax in 2016 was
$5,634 million.
Additions to non-current assets in 2016 included the asset exchange
relating to the dissolution of our German refining joint operation
with Rosneft as well as organic capital expenditure.
Our fuels business
Underlying RC profit
before interest and tax was lower compared with 2015 reflecting a
significantly weaker refining environment and the impact from a
particularly large turnaround at Whiting refinery, partially offset
by lower costs reflecting the benefits from our simplification and
efficiency programmes, an increased fuels marketing performance
driven by retail growth and higher refining margin capture in our
operations. Compared with 2014, the 2015 result was higher
reflecting a strong refining environment, improved refining margin
optimization and operations, and lower costs from simplification
and efficiency programmes.
Extracted
in full and unedited text from "Our lubricants business", BP Annual
Report and Form 20-F 2016, page 33:
Our
lubricants business
The lubricants business delivered an underlying RC
profit
before interest and tax that was higher compared with 2015
-
which in turn was higher than 2014. In
fact this 2016 result was a record performance for lubricants. Both
the 2016 and 2015 results reflected continued strong performance in
growth markets and premium brands as well as lower costs achieved
through simplification and efficiency
programmes.
Extracted in full and unedited text from "Our petrochemicals
business", BP Annual Report and Form 20-F 2016, page
34:
Our petrochemicals business
In 2016 the petrochemicals business delivered a higher underlying
RC profit before interest and tax compared with 2015
-
which in turn was higher than 2014.
The result reflected strong operations and margin capture supported
by the continued rollout of our latest advanced technology, as well
as benefits from a slightly improved environment particularly in
olefins and derivatives. Compared with 2014, the 2015 result
reflected improved operational performance and benefited from our
simplification and efficiency programmes leading to lower
costs.
6.
Extracted in full and unedited text from "Rosneft", BP Annual
Report and Form 20-F 2016, page 36:
Rosneft
Financial
results
Replacement
cost (RC) profit before interest and tax for the segment for
2016 and 2014 included non-operating gains of $23 million and $225
million respectively whereas the 2015 result did not include any
non-operating items.
After
adjusting for non-operating items, the decrease in the underlying
RC profit before interest and tax compared with 2015
primarily reflected lower oil prices and increased government
take, partially offset by favourable duty lag effects. Compared
with 2014, the 2015 result primarily was affected by lower oil
prices and foreign exchange, partially offset by favourable duty
lag effects. See also Financial statements - Notes 16 and 31 for
other foreign exchange effects.
7.
Extracted in full and unedited text from "Other business and
corporate", BP Annual Report and Form 20-F 2016, page
37:
Other
businesses and corporate
The
replacement cost (RC) loss before interest and tax for the year
ended 31 December 2016 was $8.2 billion (2015 $13.5 billion, 2014
$2.8 billion). The 2016 result included a net charge for
non-operating items of $6,919 million primarily relating to costs
for the Gulf of Mexico oil spill (2015 $12,256 million, 2014 $1,451
million). For further information, see Gulf of Mexico oil
spill and Financial statements - Note 2.
After
adjusting for these non-operating items, the underlying RC loss
before interest and tax for the year ended 31 December 2016 was
$1.2 billion, similar to prior years (2015 $1.2 billion, 2014 $1.3
billion).
8.
Extracted in full and unedited text from "Gulf of Mexico oil
spill", BP Annual Report and Form 20-F 2016, page 37:
Gulf of Mexico Oil Spill
Following the 2015 settlements with the United States and the Gulf
states, that were approved by the federal district court in 2016,
further significant progress was made in 2016 towards resolving
outstanding claims arising from the 2010 Deepwater Horizon accident
and oil spill.
This included:
● Progress in
resolving the outstanding business economic loss claims under the
Plaintiffs'
Steering Committee (PSC)
settlement.
●
Progress in resolving economic loss and property damage claims from
individuals and businesses that either opted out of the PSC
settlement and/or were excluded from that settlement.
●
The finalization by the claims administrator of six of the claims
categories under the PSC settlement, the largest of which was the
seafood compensation programme.
●
The settlement of the class action brought by ADS holders who
purchased their shares after the accident.
As a result of this progress, we have clarified the remaining
material uncertainties arising from the incident.
The cumulative pre-tax income statement charge since the incident,
in April 2010, amounted to $62.6 billion.
Exhibit 1.4
BP p.l.c.
Notification of transactions of persons discharging managerial
responsibility or persons closely associated
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Brian
Gilvary
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief
Financial Officer / Director
|
b)
|
Initial
notification/Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
BP
p.l.c.
|
b)
|
LEI
|
213800LH1BZH3DI6G760
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares of $0.25
GB0007980591
|
b)
|
Nature
of the transaction
|
Shares
acquired through participation in the BP ShareMatch UK
Plan
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s)
|
£4.704
|
68
|
d)
|
Aggregated
information
-
Volume
-
Price
-
Total
|
68
£4.704
£319.87
|
e)
|
Date of
the transaction
|
10
April 2017
|
f)
|
Place
of the transaction
|
Outside
a trading venue
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Bernard
Looney
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief
Executive Upstream / PDMR
|
b)
|
Initial
notification/Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
BP
p.l.c.
|
b)
|
LEI
|
213800LH1BZH3DI6G760
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares of $0.25
GB0007980591
|
b)
|
Nature
of the transaction
|
Shares
acquired through participation in the BP ShareMatch UK
Plan
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s)
|
£4.704
|
68
|
d)
|
Aggregated
information
-
Volume
-
Price
-
Total
|
68
£4.704
£319.87
|
e)
|
Date of
the transaction
|
10
April 2017
|
f)
|
Place
of the transaction
|
Outside
a trading venue
|
This
notice is given in fulfilment of the obligation under Article 19 of
the Market Abuse Regulation.
Exhibit 1.5
BP P.L.C. NOTICE OF ANNUAL GENERAL MEETING
BP p.l.c. ('the Company') announces that the Notice of Annual
General Meeting for the 2017 Annual General Meeting has been
published along with the proxy card and notification of
availability. The BP Notice of Annual General Meeting is publicly
available via a direct link at www.bp.com/notice.
Copies of the documents have been submitted to the National Storage
Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/nsm.
Copies
of all of these documents may also be obtained from:
The
Company Secretary's Office
BP
p.l.c.
1 St
James's Square
London
SW1Y
4PD
Tel:
+44 (0)20 7496 4000
The
Annual General Meeting will take place at ExCeL London on Wednesday
17 May 2017 and will start at 11.30am. The total of the votes cast
by shareholders for or against or withheld on each resolution to be
put to the meeting will be published on www.bp.com on or shortly
before 18 May 2017.
Exhibit 1.6
BP p.l.c.
Total voting rights and share capital
As at
28 April 2017, the issued share capital of BP p.l.c. comprised
19,677,856,548 ordinary shares (excluding treasury shares) par
value US$0.25 per share, each with one vote; and 12,706,252
preference shares par value £1 per share with two votes for
every £5 in nominal capital held.
The
number of ordinary shares which have been bought back and are held
in treasury by BP p.l.c. is 1,486,926,122. These treasury shares
are not taken into consideration in relation to the payment of
dividends and voting at shareholder meetings.
The
total number of voting rights in BP p.l.c. is 19,682,939,048. This
information may be used by shareholders for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, BP p.l.c. under the
FCA's Disclosure Guidance and Transparency
Rules.
This
announcement is made in accordance with the requirements of
Disclosure Guidance and Transparency Rule 5.6.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
BP
p.l.c.
|
|
(Registrant)
|
|
|
Dated: 05
May 2017
|
|
|
/s/ J.
BERTELSEN
|
|
------------------------
|
|
J.
BERTELSEN
|
|
Deputy
Company Secretary
|