Blueprint
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 03 April, 2019
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
|
Transaction
in Own Shares dated 11 March 2019
|
Exhibit
1.2
|
Director/PDMR
Shareholding dated 12 March 2019
|
Exhibit
1.3
|
Transaction
in Own Shares dated 13 March 2019
|
Exhibit
1.4
|
Transaction
in Own Shares dated 18 March 2019
|
Exhibit
1.5
|
Transaction
in Own Shares dated 20 March 2019
|
Exhibit
1.6
|
Transaction
in Own Shares dated 26 March 2019
|
Exhibit
1.7
|
Director/PDMR
Shareholding dated 28 March 2019
|
Exhibit
1.8
|
BP
Annual Report and Form 20-F 2018 dated 29 March 2019
|
Exhibit
1.9
|
Total
Voting Rights dated 29 March 2019
|
Exhibit
1.10
|
Transaction
in Own Shares dated 29 March 2019
|
Exhibit 1.1
BP p.l.c.
Transaction in Own Shares
BP p.l.c. (the "Company") announces that it has purchased, in accordance
with the authority granted by shareholders at the 2018 Annual
General Meeting of the Company, the following number of its
ordinary shares of $0.25 each ("Shares") on Exchange (as defined in the Rules of the
London Stock Exchange) as part of the buyback programme announced
on 15 November 2017 (the "Programme"):
Date of purchase:
|
11 March 2019
|
Number of Shares purchased:
|
717,995
|
Highest price paid per Share (pence):
|
538.6000
|
Lowest price paid per Share (pence):
|
534.5000
|
Volume weighted average price paid per Share (pence):
|
536.2153
|
The Company intends to cancel these Shares.
The schedule below contains detailed information about the
purchases made by Citigroup Global
Markets Limited (intermediary code: SBILGB2L) on the Date
of purchase as part of the Programme.
For further information, please contact:
BP p.l.c.
Craig Marshall
+44(0) 207 496 4962
Schedule of Purchases
Shares purchased: BP p.l.c. (ISIN CODE: GB0007980591)
Aggregate information:
Venue
|
Volume-weighted
average price (pence)
|
Aggregated volume
|
London Stock Exchange
|
536.2153
|
717,995
|
Individual transactions:
To view details of the individual transactions, please paste the
following URL into the address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/5169S_1-2019-3-11.pdf
Exhibit 1.2
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)
|
£5.3430
|
58
|
d)
|
Aggregated information
-
Volume
-
Price
-
Total
|
58
£5.3430
£309.89
|
e)
|
Date of the transaction
|
11 March 2019
|
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)
|
£5.3430
|
58
|
d)
|
Aggregated information
-
Volume
-
Price
-
Total
|
58
£5.3430
£309.89
|
e)
|
Date of the transaction
|
11 March 2019
|
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.
Transaction in Own Shares
BP p.l.c. (the "Company") announces that it has purchased, in accordance
with the authority granted by shareholders at the 2018 Annual
General Meeting of the Company, the following number of its
ordinary shares of $0.25 each ("Shares") on Exchange (as defined in the Rules of the
London Stock Exchange) as part of the buyback programme announced
on 15 November 2017 (the "Programme"):
Date of purchase:
|
13 March 2019
|
Number of Shares purchased:
|
709,686
|
Highest price paid per Share (pence):
|
546.2000
|
Lowest price paid per Share (pence):
|
537.1000
|
Volume weighted average price paid per Share (pence):
|
542.4933
|
The Company intends to cancel these Shares.
The schedule below contains detailed information about the
purchases made by Citigroup Global
Markets Limited (intermediary code: SBILGB2L) on the Date
of purchase as part of the Programme.
For further information, please contact:
BP p.l.c.
Craig Marshall
+44(0) 207 496 4962
Schedule of Purchases
Shares purchased: BP p.l.c. (ISIN CODE: GB0007980591)
Aggregate information:
Venue
|
Volume-weighted
average price (pence)
|
Aggregated volume
|
London Stock Exchange
|
542.4933
|
709,686
|
Individual transactions:
To view details of the individual transactions, please paste the
following URL into the address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/8032S_1-2019-3-13.pdf
Exhibit
1.4
BP p.l.c.
Transaction in Own Shares
BP p.l.c. (the "Company") announces that it has purchased, in accordance
with the authority granted by shareholders at the 2018 Annual
General Meeting of the Company, the following number of its
ordinary shares of $0.25 each ("Shares") on Exchange (as defined in the Rules of the
London Stock Exchange) as part of the buyback programme announced
on 15 November 2017 (the "Programme"):
Date of purchase:
|
18 March 2019
|
Number of Shares purchased:
|
727,272
|
Highest price paid per Share (pence):
|
553.0000
|
Lowest price paid per Share (pence):
|
543.9000
|
Volume weighted average price paid per Share (pence):
|
550.0015
|
The Company intends to cancel these Shares.
The schedule below contains detailed information about the
purchases made by Citigroup Global
Markets Limited (intermediary code: SBILGB2L) on the Date
of purchase as part of the Programme.
For further information, please contact:
BP p.l.c.
Craig Marshall
+44(0) 207 496 4962
Schedule of Purchases
Shares purchased: BP p.l.c. (ISIN CODE: GB0007980591)
Aggregate information:
Venue
|
Volume-weighted
average price (pence)
|
Aggregated volume
|
London Stock Exchange
|
550.0015
|
727,272
|
Individual transactions:
To view details of the individual transactions, please paste the
following URL into the address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/2175T_1-2019-3-18.pdf
Exhibit 1.5
BP p.l.c.
Transaction in Own Shares
BP p.l.c. (the " Company ") announces that it has purchased, in accordance
with the authority granted by shareholders at the 2018 Annual
General Meeting of the Company, the following number of its
ordinary shares of $0.25 each ("Shares") on Exchange (as defined in the Rules of the
London Stock Exchange) as part of the buyback programme announced
on 15 November 2017 (the " Programme"):
Date of
purchase:
|
20 March 2019
|
Number
of Shares purchased:
|
719,412
|
Highest
price paid per Share (pence):
|
559.8000
|
Lowest
price paid per Share (pence):
|
552.5000
|
Volume
weighted average price paid per Share (pence):
|
556.0096
|
The Company intends to cancel these Shares.
The schedule below contains detailed information about the
purchases made by Citigroup Global Markets Limited (intermediary
code: SBILGB2L) on the Date of purchase as part of the
Programme.
For further information, please contact:
BP p.l.c.
Craig Marshall
+44(0) 207 496
4962
Schedule of Purchases
Shares purchased: BP p.l.c. (ISIN CODE: GB0007980591)
Aggregate information:
Venue
|
Volume-weighted
average price (pence)
|
Aggregated volume
|
London Stock Exchange
|
556.0096
|
719,412
|
Individual transactions:
To view details of the individual transactions, please paste the
following URL into the address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/5059T_1-2019-3-20.pdf
Exhibit 1.6
BP p.l.c.
Transaction in Own Shares
BP p.l.c. (the "Company") announces that it has purchased, in accordance
with the authority granted by shareholders at the 2018 Annual
General Meeting of the Company, the following number of its
ordinary shares of $0.25 each ("Shares") on Exchange (as defined in the Rules of the
London Stock Exchange) as part of the buyback programme announced
on 15 November 2017 (the "Programme"):
Date of purchase:
|
26 March 2019
|
Number of Shares purchased:
|
697,586
|
Highest price paid per Share (pence):
|
555.2000
|
Lowest price paid per Share (pence):
|
546.2000
|
Volume weighted average price paid per Share (pence):
|
551.9032
|
The Company intends to cancel these Shares.
The schedule below contains detailed information about the
purchases made by Citigroup Global
Markets Limited (intermediary code: SBILGB2L) on the Date
of purchase as part of the Programme.
For further information, please contact:
BP p.l.c.
Craig Marshall
+44(0) 207 496 4962
Schedule of Purchases
Shares purchased: BP p.l.c. (ISIN CODE: GB0007980591)
Aggregate information:
Venue
|
Volume-weighted
average price (pence)
|
Aggregated volume
|
London Stock Exchange
|
551.9032
|
697,586
|
Individual transactions:
To view details of the individual transactions, please paste the
following URL into the address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/0916U_1-2019-3-26.pdf
Exhibit 1.7
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
|
Restricted share units acquired pursuant to the BP Share Value
Plan. A proportion of this award is subject to performance
conditions over a three year performance period, after which the
restricted share units are expected to vest.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Nil
|
314,015
|
d)
|
Aggregated information
-
Volume
-
Price
-
Total
|
314,015
Nil consideration (market value £5.482)
Nil (market value £1,721,430.23)
|
e)
|
Date of the transaction
|
25 March 2019
|
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
|
Restricted share units awarded under the BP Share Value Plan. A
proportion of this award is subject to performance conditions over
a three year performance period, after which the restricted share
units are expected to vest.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Nil
|
312,805
|
d)
|
Aggregated information
-
Volume
-
Price
-
Total
|
312,805
Nil consideration (market value £5.482)
Nil (market value £1,714,797.01)
|
e)
|
Date of the transaction
|
25 March 2019
|
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
|
Restricted share units acquired pursuant to the BP Restricted Share
Plan II. 50% of this award vests after 2 years with the remaining
50% vesting after 4 years.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Nil
|
142,686
|
d)
|
Aggregated information
-
Volume
-
Price
-
Total
|
142,686
Nil consideration (market value £5.482)
Nil (market value £782,204.65)
|
e)
|
Date of the transaction
|
25 March 2019
|
f)
|
Place of the transaction
|
Outside a trading venue
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Horace Lamar McKay
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Deputy Chief Executive Officer / 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
|
American Depositary Shares (each representing 6 ordinary shares of
$0.25)
US0556221044
|
b)
|
Nature of the transaction
|
Restricted share units acquired pursuant to the BP Share Value
Plan.A proportion of this award is subject to performance
conditions over a three year performance period, after which the
restricted share units are expected to vest.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Nil
|
69,398
|
d)
|
Aggregated information
-
Volume
-
Price
-
Total
|
69,398
Nil consideration (market value $43.53)
Nil (market value $3,020,894.94)
|
e)
|
Date of the transaction
|
25 March 2019
|
f)
|
Place of the transaction
|
Outside a trading venue
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Horace Lamar McKay
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Deputy Chief Executive Officer / 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
|
American Depositary Shares (each representing 6 ordinary shares of
$0.25)
US0556221044
|
b)
|
Nature of the transaction
|
Restricted share units acquired pursuant to the BP Restricted Share
Plan II. This award vests after 3 years.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Nil
|
42,467
|
d)
|
Aggregated information
-
Volume
-
Price
-
Total
|
42,467
Nil consideration (market value $43.53)
Nil (market value $1,848,588.51)
|
e)
|
Date of the transaction
|
25 March 2019
|
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 1.8
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 2018
has been published. This document is publicly available via a
direct link at www.bp.com/annualreport.
This follows the release on 5 February 2019 of the Company's
unaudited Fourth Quarter and Full Year 2018 results announcement
(the 'Preliminary Announcement')
In
compliance with 9.6.1 of the Listing Rules, on 29 March 2019 the
Company submitted a copy of the BP Annual Report and Form 20-F
2018
to
the National Storage Mechanism.
This document will shortly be available for inspection
at http://www.morningstar.co.uk/uk/NSM
The BP Annual Report and Form 20-F 2018 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
2018. This announcement should be read in conjunction with, and is
not a substitute for reading, the full BP Annual Report and Form
20-F 2018.
The extracts from BP Annual Report and Form 20-F 2018 included in
this announcement contain certain forecasts, projections and
forward-looking statements - that is, statements related to future,
not past events and circumstances - 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
of 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
2018.
APPENDIX A - AUDIT REPORTS
Audited financial statements for 2018 are contained in the BP
Annual Report and Form 20-F 2018. The Independent Auditor's Report
on the consolidated financial statements is set out in full on
pages 114-125 of the BP Annual Report and Form 20-F 2018. 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 110 of the BP Annual Report and Form 20-F 2018. This
statement relates solely to the BP Annual Report and Form 20-F 2018
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.
Helge Lund
Chairman
29 March 2019
APPENDIX C - RISKS AND UNCERTAINITIES
The principal risks and uncertainties relating to the Company are
set out on pages 55-56 of the BP Annual Report and Form 20-F 2018.
The following is extracted in full and unedited text from the BP
Annual Report and Form 20-F 2018:
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 impacted by fluctuating prices of oil, gas
and 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 - 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, unsuccessful exploration activity 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. Poor investment
choice, efficiency or delivery, or operational challenges at any
major project that underpins production or production growth could
adversely affect our financial performance.
Geopolitical - exposure to
a range of political developments and consequent changes to the
operating and regulatory environment could cause business
disruption.
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 trade restrictions and
other sanctions, could adversely impact our income and investment
in or relating to Russia. Our ability to pursue business objectives
and to recognize production and reserves relating to these
investments 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 or work within our financial
framework 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 also 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 277 and Financial statements - Note
29.
Joint arrangements and contractors - varying levels of control over the
standards, operations and compliance of our partners, contractors
and sub-contractors could result in legal liability and
reputational damage.
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 cyber security - breach of our digital security or failure
of our digital infrastructure including loss or misuse of sensitive
information could damage our operations, increase costs and damage
our reputation.
The oil and gas industry is subject to fast-evolving risks from
cyber threat actors, including nation states, criminals,
terrorists, hacktivists and insiders. A breach or failure of our
digital infrastructure - including control systems - due to
breaches of our cyber defences, or those of third parties,
negligence, intentional misconduct or other reasons, could
seriously disrupt our operations. This 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 legal liability. Furthermore, the
rapid detection of attempts to gain unauthorized access to our
digital infrastructure, often through the use of sophisticated and
co-ordinated means, is a challenge and any delay or failure to
detect could compound these potential harms. These could result in
significant costs including the cost of remediation or reputational
consequences.
Climate change and the transition to a lower carbon
economy - policy, legal,
regulatory, technology and market change related to the issue of
climate change could increase costs, reduce demand for our
products, reduce revenue and limit certain growth
opportunities.
Changes in laws, regulations, policies, obligations, social
attitudes and customer preferences relating to the transition to a
lower carbon economy could have a cost impact on our business,
including increasing compliance and litigation costs, and could
impact our strategy. Such changes could lead to constraints on
production and supply and access to new reserves. Technological
improvements or innovations that support the transition to a lower
carbon economy, and customer preferences or regulatory incentives
related to such changes that alter fuel or power choices, such as
towards low emission energy sources, could impact demand for oil
and gas. Depending on the nature and speed of any such changes and
our response, this could adversely affect the demand for our
products, investor sentiment, our financial performance and our
competitiveness. See Climate change on page 45.
Competition - inability to
remain efficient, maintain a high quality portfolio of assets,
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,
manufacturing, renewable energy or new technologies 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 - failure to address an incident effectively
could potentially disrupt our business.
Our business 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 - exposure to a wide
range of health, safety, security and environmental risks could
cause harm to people, the environment and our assets and result in
regulatory action, legal liability, business interruption,
increased costs, damage to our reputation and potentially denial of
our licence to operate.
Technical integrity failure, natural disasters, extreme weather or
a change in its frequency or severity, human error and other
adverse events or conditions could lead to loss of containment of
hydrocarbons or other hazardous materials or constrained
availability of resources used in our operating activities, 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 and security on page 43.
Such events or conditions, 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. As a
result we could 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 or
conditions could be greater than in other locations.
Drilling and production -
challenging operational environments and other uncertainties could
impact drilling and production activities.
Our activities require high levels of investment and are sometimes
conducted in challenging environments such as those prone to
natural disasters and extreme weather, which heightens the risks of
technical integrity failure. 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 or stop production 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 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
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
Regulation - changes in
the regulatory and legislative environment could increase the cost
of compliance, affect our provisions and limit our access to new
growth 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, we may be subjected to a
higher level of fines or penalties imposed in relation to any
alleged breaches of laws or 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, 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,
fines and potentially damaging our reputation. See Financial
statements - Note 29.
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 on pages 168-170 and page 300 of the BP Annual Report and Form
20-F 2018. The following is extracted in full and unedited text
from the BP Annual Report and Form 20-F 2018:
Extract from Note 16 Investments in joint ventures, BP Annual
Report and Form 20-F 2018, page 168:
Transactions between the group and its joint ventures are
summarized below.
|
|
|
|
|
|
|
$
million
|
Sales to joint ventures
|
|
|
2018
|
|
2017
|
|
2016
|
Product
|
|
Sales
|
Amount receivable at
31 December
|
Sales
|
Amount
receivable at
31
December
|
Sales
|
Amount receivable at31 December
|
LNG, crude oil and oil products, natural gas
|
|
4,603
|
251
|
3,578
|
352
|
3,327
|
291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
million
|
Purchases from joint ventures
|
|
|
2018
|
|
2017
|
|
2016
|
Product
|
|
Purchases
|
Amount payable at
31 December
|
Purchases
|
Amount
payable
at
31
December
|
Purchases
|
Amountpayable at 31 December
|
LNG,
crude oil and oil products, natural gas, refinery operating costs,
plant processing fees
|
|
1,336
|
300
|
1,257
|
176
|
943
|
120
|
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 17 Investments in associates, BP Annual Report
and Form 20-F 2018, page 170:
Transactions between the group and its associates are summarized
below.
|
|
|
|
|
|
|
$
million
|
Sales to associates
|
|
|
2018
|
|
2017
|
|
2016
|
Product
|
|
Sales
|
Amount receivable at31 December
|
Sales
|
Amount receivable at31 December
|
Sales
|
Amount receivable at31 December
|
LNG,
crude oil and oil products, natural gas
|
|
2,064
|
393
|
1,612
|
216
|
3,643
|
765
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
million
|
Purchases from associates
|
|
|
2018
|
|
2017
|
|
2016
|
Product
|
|
Purchases
|
Amount payable at31 December
|
Purchases
|
Amount
payable
at31 December
|
Purchases
|
Amount
payable
at31 December
|
Crude
oil and oil products, natural gas, transportation
tariff
|
|
14,112
|
2,069
|
11,613
|
1,681
|
8,873
|
2,000
|
In addition to the transactions shown in the table above, in 2018
BP acquired a 49% stake in LLC Kharampurneftegaz, a Rosneft
subsidiary, which will develop subsoil resources within the
Kharampurskoe and Festivalnoye licence areas in Yamalo-Nenets
Autonomous Okrug in northern Russia. BP's interest in LLC
Kharampurneftegaz is accounted for as an associate.
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 $11,303 million (2017 $13,932
million), primarily in relation to contracts with its associates
for the purchase of transportation capacity. For information on
capital commitments in relation to associates see Note
13.
Extract from BP Annual Report and Form 20-F 2017, page
300:
Related-party transactions
Transactions between the group and its significant joint ventures
and associates are summarized in Financial statements - Note 16 and
Note 17. 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 any material transactions or
transactions of an unusual nature with, and did not make loans to,
related parties in the period commencing 1 January 2018 to 15
March 2019.
APPENDIX E - IMPORTANT EVENTS DURING THE YEAR
For
a full glossary of terms, see BP Annual Report and Form 20-F 2018,
pages 315-319.
1.
Extracted in full and unedited text from the Chairman's letter, BP
Annual Report and Form 20-F 2018, pages 6-7:
Dear fellow shareholder,
2018 has been a year of very good operating performance, important
strategic progress and continued change. Our teams have delivered
strong results across the business and we are well positioned to
continue to deliver value as we play our part in the dual challenge
of delivering more energy with fewer emissions.
It was an honour to be appointed chairman of BP. I have huge
respect for the responsibilities that come with the role and I will
do my utmost to provide thoughtful leadership to the board of
directors and support for Bob Dudley and his team as we advance BP
in a changing energy landscape.
BP's strong position is a great tribute to my predecessor as
chairman, Carl-Henric Svanberg. During his nine-year tenure
Carl-Henric did an outstanding job of guiding our company through
difficult times. On behalf of the board, I want to thank him for
his contribution.
It has been a pleasure to get to know my new colleagues on the
board, and I believe we have a wide ranging combination of
diversity, skills, experience and knowledge that we need to steer
the company through a landscape that is both uncertain and presents
opportunities. Last year we welcomed Dame Alison Carnwath and
Pamela Daley to the board, each with extensive experience gained in
a range of executive and non-executive roles in large companies.
And this year we say farewell to Alan Boeckmann and Admiral Frank
'Skip' Bowman. Alan and Skip have both made valuable contributions
during their tenures, particularly through their leadership and
membership of our safety, ethics and environment assurance
committee.
Strengthening organizational culture and capability
The work of the board will continue to evolve over time to make
sure that BP is best positioned to advance the energy transition,
embrace digital disruption and meet society's changing expectations
of major companies. In my short time so far at BP I have already
seen for myself many examples of the commitment of our people.
Their drive and determination have brought BP to where it is today,
and I want to thank them for their hard work. It is critically
important we continue to strengthen our organizational capabilities
- both by developing our people and by continuing to attract the
world's top talent. We look forward to doing this by continuing to
foster a diverse and inclusive culture, where everyone feels
valued.
Our progressive, pragmatic approach to the energy
transition
There are two defining priorities for our industry. One is to
produce more energy to meet growing global demand as emerging
economies develop and provide people with a better quality of life.
The other is to play our part in reducing greenhouse gas emissions.
I am of the view that more energy with fewer emissions - the dual
challenge - can be met if a progressive and pragmatic approach is
taken to the energy transition.
In BP we recognize that energy in many forms will be required,
produced in ways that are cleaner and better. That is why we see
ourselves not just as an oil and gas business but as a global
energy business. We also recognize that we must be constantly
improving and seeking out new ideas and possibilities. We must be
able to learn fast and able to harness all the potential of the
rapid advances in digital and other new technologies.
Earning trust through strong values
Pursuing this approach, BP is guided by its values of safety,
respect, excellence, courage and one team. These are values I
personally share. I believe they help to build trust with our
people, partners, the communities in which we work, and with you,
the owners of the company.
Above all, our primary focus has to always be on operating safely
and reliably, minute by minute, day after day.Protecting people,
the environment and our assets is always our top priority and the
bedrock on which success is built. I think of it as having the
tightest defence in the league, like a good football team. If you
have a strong defence, you can be more forward looking, compete
harder and be better positioned to win.
We value the dialogue we have with you and others, sharing our
achievements, our challenges and our plans and seeking your views.
This report is one of many ways we update you on our activities and
progress. This year, the board is pleased to support a resolution
that has been proposed by a group of our investors at our annual
general meeting in May. The resolution, if passed, will pave the
way for additional reporting to help investors better understand
how BP's strategy is consistent with the Paris climate goals. We
see this as an important opportunity for investors to appraise our
progress in responding to the dual challenge. Further details can
be found in the Notice of Meeting, to be published in
April.
Our clear purpose
Finally, I think it is important for BP's success that we have a
clear purpose - one that is strongly linked to society's needs.
That is why one of the first things I have done with the board is
review our purpose in line with our strategy and values. Our
purpose is to advance energy to improve people's lives, Today the
world needs more energy than ever but with fewer emissions. To help
meet this dual challenge we have to be financially strong and make
sure we continue to be an attractive investment through the energy
transition.
I look forward to working with Bob and the team as we advance the
energy transition, delivering through our strategy, guided by our
values and inspired by our purpose. I also look forward to hearing
from you, and meeting many of you, in the coming months and years
as we look to reward your trust and confidence in BP.
Helge Lund
Chairman
29 March 2019
2.
Extracted in full and unedited text from the Group chief
executive's letter, BP Annual Report and Form 20-F 2018, page
8:
Dear fellow shareholder,
I am pleased to report that 2018 was another remarkable year for
BP. Our safety performance continued to improve overall, helping to
create record operational reliability, which led to strong
production, and record refining throughput.
Strength in numbers
This ultimately contributed to us maintaining a healthy balance
sheet as we more than doubled our underlying profit, nearly doubled
our return on average capital employed, and significantly increased
operating cash flow.
It was a year in which we secured our biggest deal in 20 years,
acquiring BHP's world-class unconventional oil and gas onshore US
assets. We also made progressive moves in mobility, such as the
acquisition of the UK's leading electric vehicle charging network
to create BP Chargemaster.
BP is in good shape. Our strategy is delivering value for you, our
shareholders, while being flexible and agile for the energy
transition underway.
● We
continued to focus on advantaged oil and gas in the Upstream,
delivering new supplies of gas from four of our six new major
projects brought online in 2018. We are also expanding our LNG
portfolio and developing new markets in transport and
power.
● In
the Downstream, we expanded our retail offer, as seen by more than
25% growth in our convenience partnerships, to around 1.400
sites worldwide.
● As
we pursue venturing and low carbon across multiple fronts,
Lightsource BP doubled its global solar presence to 10
countries.
● And
we underpinned all this by continuing to modernize our plants,
processes and portfolio by harnessing the potential of digital and
new technologies to provide greater efficiencies, reliability and
safety.
Advancing the energy transition
The deals we made and the strategy we have in place are evidence
that BP is a forward-looking energy business. One that is already
playing an active role in advancing the energy
transition.
That's why we are making bold changes across our entire business to
reduce emissions in our operations, improve products to help
customers reduce their own emissions, and to create new low carbon
businesses. This is our 'reduce, improve, create' (RIC) framework
and we are backing it up with clear targets. I am pleased to report
we are making good progress against these targets.
BP is also working with peers on a range of fronts, in particular
to tackle methane emissions and create opportunities for carbon
capture, utilization and storage. You'll see this in our work with
the Oil and Gas Climate Initiative, which I chair, and whose
members now represent 30% of global oil and gas
production.
As well as action across the industry, at BP we understand that
meeting our own low carbon ambitions is a shared responsibility
across our entire business. That's why we are now incentivizing
around 36,000 employees who are eligible for an annual cash bonus
to play a role by linking their reward to one of our emissions
reduction targets.
Possibilities everywhere
We will continue to be open and transparent about our ambitions,
plans and progress, recognizing that the trust of our shareholders
and other stakeholders is essential to BP remaining a reliable and
attractive long-term investment. And only by ensuring we remain a
world-class investment, can we most effectively play our part in
advancing a low carbon future.
As a global energy business with scale, expertise and strong
relationships around the world, we don't just believe we have an
important part to play in the dual challenge, we see
value-generating opportunities for BP throughout the energy
transition.
We're making good progress delivering our strategy while flexing
and adapting to an environment that is changing fast. We have a
great team at BP and I would like to thank them all for their
continued dedication and relentless commitment to advancing the
energy transition.
Bob Dudley
Group chief executive
29 March 2019
3.
Extracted in full and unedited text from "Group performance", BP
Annual Report and Form 20-F 2018, pages 19-21:
Financial
and operating performance
|
|
$ million except per share amounts
|
|
|
2018
|
2017
|
2016
|
Profit (loss) before interest and taxation
|
|
19,378
|
9,474
|
(430)
|
Finance
costs and net finance expense relating to pensions and other
post-retirement benefits
|
|
(2,655)
|
(2,294)
|
(1,865
|
Taxation
|
|
(7,145)
|
(3,712)
|
2,467
|
Non-controlling interests
|
|
(195)
|
(79)
|
(57)
|
Profit
(loss) for the yearb
|
|
9,383
|
3,389
|
115
|
Inventory holding (gains) losses, before tax
|
|
801
|
(853)
|
(1,597)
|
Taxation
charge (credit) on inventory holding gains and losses
|
|
(198)
|
225
|
483
|
RC profit (loss)
|
|
9,986
|
2,761
|
(999)
|
Net
(favourable) adverse impact of non-operating items and fair value
accounting effects, before tax
|
|
3,380
|
3,730
|
6,746
|
Taxation
charge (credit) on non-operating items and fair value accounting
effects
|
|
(643)
|
(325)
|
(3,162)
|
Underlying
RC profit
|
|
12,723
|
6,166
|
2,585
|
Dividends paid per share - cents
|
|
40.5
|
40.0
|
40.0
|
-
pence
|
|
30.568
|
30.979
|
29.418
|
a This
does not form part of BP's Annual Report on Form 20-F as filed with
the SEC.
b
Profit (loss) attributable to BP shareholders.
Results
Profit for the year ended 31 December 2018 was $9.4 billion,
compared with $3.4 billion in 2017. Including inventory holding
losses, replacement cost (RC) profit was $10.0 billion, compared
with $2.8 billion in 2017. After adjusting for a net charge for
non-operating items of $2.8 billion and net favourable fair value
accounting effects of $68 million (both on a post-tax basis),
underlying RC profit for the year ended 31 December 2018 was $12.7
billion, an increase of $6.6 billion compared with 2017. The
increase was predominantly due to higher results in Upstream, as
well as Downstream and Rosneft segments, partly offset by higher
taxes. The upstream result reflected higher oil prices, record
plant reliability and the benefit of new major projects start-ups.
The downstream result reflected stronger refining margins and
strong fuels marketing growth. The Rosneft segment result primarily
reflected higher oil prices.
Profit for the year ended 31 December 2017 was $3.4 billion,
compared with $115 million in 2016. Excluding inventory holding
gains, RC profit was $2.8 billion, compared with a loss of $1.0
billion in 2016. After adjusting for a net charge for non-operating
items of $3.3 billion and net adverse fair value accounting effects
of $96 million (both on a post-tax basis), underlying RC profit for
the year ended 31 December 2017 was $6.2 billion, an increase of
$3.6 billion compared with 2016. The increase was predominantly due
to higher results in both Upstream and Downstream segments. The
upstream result reflected higher oil and gas prices and increased
production. The downstream result reflected strong refining
performance, including an improved margin environment and growth in
fuels marketing.
Non-operating items
The net charge for non-operating items was $2.8 billion post-tax in
2018, mainly related to additional charges for the Gulf of Mexico
oil spill, environmental and other provisions, and further
restructuring costs. The group restructuring programme originally
announced in 2014 has now been completed.
The net charge for non-operating items was $3.3 billion post-tax in
2017. This includes a charge of $1.7 billion recognized in the
fourth quarter relating to business economic loss and other claims
associated with the Gulf of Mexico oil spill and a $0.9 billion
deferred tax charge following the change in the US tax rate enacted
in December 2017. In addition, the net charge also reflected an
impairment charge in relation to upstream assets.
More information on non-operating items and fair value accounting
effects can be found on pages 276 and 320. See Financial statements
- Note 2 for further information on the impact of the Gulf of
Mexico oil spill on BP's financial results.
Taxation
The charge for corporate income taxes was $7,145 million in 2018
compared with $3,712 million in 2017. The increase mainly reflects
the higher level of profit in 2018. In 2017 the charge for
corporate income taxes included a one-off deferred tax charge of
$0.9 billion in respect of the revaluation of deferred tax assets
and liabilities following the reduction in the US federal corporate
income tax rate. A further credit of $121 million following a
clarification of the legislation has been included in 2018. The
effective tax rate (ETR) on the profit or loss for the year was 43%
in 2018, 52% in 2017 and 107% in 2016. The ETR for all three years
was impacted by various one-off items.
Adjusting for inventory holding impacts, non-operating items which
include the impact of the US tax rate change, fair value accounting
effects and the deferred tax adjustments as a result of the
reduction in the UK North Sea supplementary charge in 2016, the
adjusted ETR on RC profit was 38% in 2018 (2017 38%, 2016 23%). The
adjusted ETR for 2017 was higher than 2016, predominantly due to
changes in the geographical mix of profits, notably the impact of
the renewal of our interest in the Abu Dhabi onshore oil
concession. In the current environment the adjusted ETR in 2019 is
expected to be around 40%.
Cash flow and net debt information
|
|
|
|
$ million
|
|
|
2018
|
2017
|
2016
|
Operating
cash flow excluding Gulf of Mexico oil spill paymentsa
|
|
26,091
|
24,098
|
17,583
|
Operating cash flow
|
|
22,873
|
18,931
|
10,691
|
Net cash used in investing activities
|
|
(21,571)
|
(14,077)
|
(14,753)
|
Net cash provided by (used in) financing activities
|
|
(4,079)
|
(3,296)
|
1,977
|
Cash and cash equivalents at end of year
|
|
22,468
|
25,586
|
23,484
|
Capital expenditure
|
|
|
|
|
Organic capital expenditure
|
|
(15,140)
|
(16,501)
|
(16,675)
|
Inorganic capital expenditure
|
|
(9,948)
|
(1,339)
|
(777)
|
|
|
(25,088)
|
(17,840)
|
(17,452)
|
Gross debt
|
|
65,799
|
63,230
|
58,300
|
Net debt
|
|
44,144
|
37,819
|
35,513
|
Gross debt ratio (%)
|
|
39.3%
|
38.6%
|
37.6%
|
Nebt debt ratio (%)
|
|
30.3%
|
27.4%
|
26.8%
|
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 2018 was $22.9 billion, $4.0 billion higher than the $18.9
billion reported in 2017. Operating cash flow in 2018 reflects $3.5
billion of pre-tax cash outflows related to the Gulf of Mexico oil
spill (2017 $5.3 billion). Compared with 2017, operating cash flows
in 2018 reflected improved business results, including a more
favourable price environment and higher production, partly offset
by working capital effects, and a $1.7 billion increase in income
taxes paid.
Movements in working capital adversely impacted cash flow in the
year by $4.8 billion. There was an adverse impact on working
capital from the Gulf of Mexico oil spill of $3.1 billion. Other
working capital effects, principally an increase in other current
and non-current assets partially offset by a decrease in inventory,
had an adverse effect of $1.7 billion. BP actively manages its
working capital balances to optimize and reduce volatility in cash
flow.
There was an increase in net cash provided by operating activities
of $8.2 billion in 2017 compared with 2016, of which $1.7 billion
related to lower pre-tax cash outflows related to the Gulf of
Mexico oil spill. Compared with 2016, operating cash flows in 2017
were impacted by improved business results, including a more
favourable price environment and higher production, working capital
effects, and a $2.5-billion increase in income taxes
paid.
Movements in working capital adversely impacted cash flow in 2017
by $3.4 billion. There was an adverse impact on working capital
from the Gulf of Mexico oil spill of $5.2 billion. Other working
capital effects, arising from a variety of different factors had a
favourable effect of $1.8 billion. Receivables and inventories
increased during the year principally due to higher oil prices. The
effect of this on operating cash flow was more than offset by a
corresponding increase in payables.
Net cash used in investing activities
Net cash used in investing activities for the year ended 31
December 2018 increased by $7.5 billion compared with
2017.
The increase mainly reflected higher inorganic capital expenditure
of $6.7 billion in relation to the BHP acquisition and a reduction
of $0.6 billion in net disposal proceeds.
The decrease of $0.7 billion in 2017 compared with 2016 mainly
reflected an increase of $0.8 billion in disposal
proceeds.
There were no significant cash flows in respect of acquisitions in
2017 and 2016.
Total capital expenditure for 2018 was $25.1 billion (2017 $17.8
billion), of which organic capital expenditure was $15.1 billion
(2017 $16.5 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 to be in the range of $15-17 billion in
2019.
Divestment proceeds for 2018 were $2.9 billion (2017 $3.4 billion,
2016 $2.6 billion). In addition, we received a $0.6-billion loan
repayment relating to the refinancing of Trans Adriatic Pipeline
AG, and total divestment and other proceeds for 2018 amounted to
$3.5 billion. In 2017 divestment proceeds included amounts received
for the disposal of our interest in the Shanghai SECCO
Petrochemical Company Limited joint venture. In addition, we
received $0.8 billion in relation to the initial public offering of
BP Midstream Partners LP's common units, shown within financing
activities in the group cash flow statement, and total divestment
and other proceeds for 2017 amounted to $4.3 billion. BP intends to
complete more than $10 billion of divestments over the next two
years, which includes plans announced following the BHP
transaction.
Net cash used in financing activities
Net cash used in financing activities for the year ended 31
December 2018 was $4.1 billion, compared with $3.3 billion used in
financing activities in 2017. This was mainly the result of an
increase of $0.9 billion in net proceeds from financing offset by a
reduction of $1.1 billion in cash received in relation to
non-controlling interests and an increase in dividend payments of
$0.5 billion.
In 2017 the net cash used in financing activities reflected a
reduction of $3.5 billion in net proceeds from financing. The total
dividend paid in cash in 2017 was $1.5 billion higher than in
2016.
Total dividends distributed to shareholders in 2018 were 40.50
cents per share, 0.50 cents higher than 2017. This amounted to a
total distribution to shareholders of $8.1 billion (2017 $7.9
billion, 2016 $7.5 billion), of which shareholders elected to
receive $1.4 billion (2017 $1.7 billion, 2016 $2.9 billion) in
shares under the scrip dividend programme. The total amount
distributed in cash during the year amounted to $6.7 billion (2017
$6.2 billion, 2016 $4.6 billion).
Debt
Gross debt at the end of 2018 increased by $2.6 billion from the
end of 2017. The gross debt ratio at the end of 2018 increased by
0.7%. Net debt at the end of 2018 increased by $6.3 billion from
the 2017 year-end position. The net debt ratio at the end of 2018
increased by 2.9%. At current oil prices, and in line with growing
free cash flow supported by divestment proceeds, we expect gearing
to move towards the middle of our targeted range of 20-30% in 2020.
Net debt and the net debt ratio are non-GAAP measures. See
Financial statements - Note 27 for gross debt, which is the nearest
equivalent measure on an IFRS basis, and for further information on
net debt. Cash and cash equivalents at the end of 2018 were $3.1
billion lower than 2017. For information on financing the group's
activities, see Financial statements - Note 29 and Liquidity and
capital resources on page 277.
4.
Extracted in full and unedited text from "Upstream", BP Annual
Report and Form 20-F 2018, pages 22-27:
Upstream
Financial performance
|
|
$ million
|
|
|
2018
|
2017
|
2016
|
Sales
and other operating revenuesa
|
|
56,399
|
45,440
|
33,188
|
RC profit before interest and tax
|
|
14,328
|
5,221
|
574
|
Net
(favourable) adverse impact of non-operating items and fair value
accounting effects
|
|
222
|
644
|
(1,116)
|
Underlying RC profit (loss) before interest and tax
|
|
14,550
|
5,865
|
(542)
|
Organic
capital expenditureb
|
|
12,027
|
13,763
|
14,344
|
a Includes
sales to other segments.
b A
reconciliation to GAAP information at the group level is provided
on page 275.
Financial results
Sales and other operating revenues for 2018 increased compared with
2017, primarily reflecting higher liquids realizations, higher
production and higher gas marketing and trading revenues. The
increase in 2017 compared with 2016 primarily reflected higher
liquids realizations, higher production and higher gas marketing
and trading revenues.
Replacement cost profit before interest and tax for the segment
included a net non-operating charge of $183 million. This primarily
relates to impairment charges associated with a number of assets,
following changes in reserves estimates, the decision to dispose of
certain assets and the decision to relinquish a number of leases
expiring in the near future, partially offset by reversals of prior
year impairment charges. See Financial statements - Note 5 for
further information. Fair value accounting effects had an adverse
impact of $39 million relative to management's view of
performance.
The 2017 result included a net non-operating charge of $671
million, primarily related to impairment charges associated with a
number of assets, following changes in reserves estimates, and the
decision to dispose of certain assets. Fair value accounting
effects had a favourable impact of $27 million relative to
management's view of performance. The 2016 result included a net
non-operating gain of $1,753 million, primarily related 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. Fair value accounting effects had an
adverse impact of $637 million.
After adjusting for non-operating items and fair value accounting
effects, the underlying replacement cost result before interest and
tax was significantly higher in 2018 compared with 2017. This
primarily reflected higher liquids and gas realizations, higher
production and lower exploration write-offs.
Compared with 2016 the 2017 result reflected higher liquids
realizations, and higher production including the impact of the Abu
Dhabi onshore concession renewal and major projects start-ups,
partly offset by higher depreciation, depletion and amortization,
and higher exploration write-offs.
Organic capital expenditure was $12.0 billion.
In total, disposal transactions generated $2.1 billion in proceeds
in 2018, with a corresponding reduction in net proved reserves of
229mmboe within our subsidiaries. The major disposal transactions
during 2018 were the disposal of our interests in the Bruce, Keith
and Rhum fields in the UK North Sea and our interest in the Greater
Kuparuk Area in the US, the consideration for which was a 16.5%
interest in the Clair field in North Sea. More information on
disposals is provided in Upstream analysis by region on page 279
and Financial statements - Note 4.
5.
Extracted in full and unedited text from "Downstream", BP Annual
Report and Form 20-F 2018, pages 28-33:
Downstream
Extract
from BP Annual Report and Form 20-F 2018, page 30:
Financial performance
|
|
$ million
|
|
|
2018
|
2017
|
2016
|
Sale of crude oil through spot and term contracts
|
|
62,484
|
47,702
|
31,569
|
Marketing, spot and term sales of refined products
|
|
195,020
|
159,475
|
126,419
|
Other sales and operating revenues
|
|
13,185
|
12,676
|
9,695
|
Sales
and other operating revenuesa
|
|
270,689
|
219,853
|
167,683
|
RC
profit before interest and taxb
|
|
|
|
|
Fuels
|
|
5,261
|
4,679
|
3,337
|
Lubricants
|
|
1,065
|
1,457
|
1,439
|
Petrochemicals
|
|
614
|
1,085
|
386
|
|
|
6,940
|
7,221
|
5,162
|
Net (favourable) adverse impact of non-operating items and fair
value accounting effects
|
|
|
|
|
Fuels
|
|
381
|
193
|
390
|
Lubricants
|
|
227
|
22
|
84
|
Petrochemicals
|
|
13
|
(469)
|
(2)
|
|
|
621
|
(254)
|
472
|
Underlying
RC profit before interest and taxb
|
|
|
|
|
Fuels
|
|
5,642
|
4,872
|
3,727
|
Lubricants
|
|
1,292
|
1,479
|
1,523
|
Petrochemicals
|
|
627
|
616
|
384
|
|
|
7,561
|
6,967
|
5,634
|
Organic
capital expenditurec
|
|
2,781
|
2,399
|
2,102
|
a Includes
sales to other segments.
b Income
from petrochemicals produced at our Gelsenkirchen and Mulheim sites
in German is reported in the fuels business. Segment-level overhead
expenses are included in the fuels business
result.
c A
reconciliation to GAAP information at the group level is provided
on page 275.
Financial results
Sales and other operating revenues in 2018 were higher due to
higher crude and product prices. Sales and other operating revenues
in 2017 were higher than 2016 due to higher crude and product
prices as well as higher sales volumes.
Replacement cost (RC) profit before interest and tax for 2018
included a net non-operating charge of $716 million, primarily
reflecting restructuring costs. The 2017 result included a net
non-operating gain of $389 million, primarily reflecting the gain
on disposal of our share in the Shanghai SECCO Petrochemical
Company Limited (SECCO) joint venture in petrochemicals, while the
2016 result 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. In
addition fair value accounting effects had a favourable impact of
$95 million, compared with an adverse impact of $135 million in
2017 and $448 million in 2016.
After adjusting for non-operating items and fair value accounting
effects, underlying RC profit before interest and tax in 2018 was
$7,561 million.
Our fuels business
Underlying RC profit before interest and tax for our fuels business
was higher compared with 2017, reflecting continued growth in fuels
marketing and refining despite 2018 having one of the highest
levels of turnaround activity in our history. This was partially
offset by a weaker contribution from supply and trading. Compared
with 2016, the 2017 result was higher, reflecting stronger refining
performance and growth in fuels marketing, partially offset by a
weaker contribution from supply and trading.
Extract from BP Annual Report and Form 20-F 2018, page
33:
Our lubricants business
The lubricants business delivered an underlying RC profit before
interest and tax that was lower than 2017. The 2018 results
reflected continued premium brand growth, more than offset by the
adverse lag impact of increasing base oil prices, as well as
adverse foreign exchange rate movements. The 2017 results reflected
growth in premium brands and growth markets, offset by the adverse
lag impact of increasing base oil prices.
Extract from BP Annual Report and Form 20-F 2018, page
33:
Our petrochemicals business
In 2018 the petrochemicals business delivered an underlying RC
profit before interest and tax that was higher compared with 2017 -
which in turn was higher than 2016. The 2018 result reflected an
improved margin environment, increased margin optimization and
continued cost management focus, partially offset by a higher level
of turnaround activity and the divestment of our 50% shareholding
in the SECCO joint venture, which completed in the fourth quarter
of 2017. Compared with 2016, the higher result in 2017 reflected an
improved margin environment, higher margin optimization, the
benefits from our efficiency programmes and a lower level of
turnaround activity. This was partially offset by the impact of the
divestment of our interest in the SECCO joint venture.
6.
Extracted in full and unedited text from "Rosneft", BP Annual
Report and Form 20-F 2018, page 36:
Rosneft
Rosneft segment performance
BP's investment in Rosneft is managed and reported as a separate
segment under IFRS. The segment result includes equity-accounted
earnings, representing BP's 19.75% share of the profit or loss of
Rosneft, as adjusted for the accounting required under IFRS
relating to BP's purchase of its interest in Rosneft and the
amortization of the deferred gain relating to the disposal of BP's
interest in TNK-BP. See Financial statements - Note 17 for further
information.
|
|
$ million
|
|
|
2018
|
2017
|
2016
|
Profit
before interest and taxa b
|
|
2,288]
|
923
|
643
|
Inventory holding (gains) losses
|
|
(67)
|
(87)
|
(53)
|
RC profit before interest and tax
|
|
2,221
|
836
|
590
|
Net change (credit) for non-operating items
|
|
95
|
-
|
(23)
|
Underlying RC profit before interest and tax
|
|
2,316
|
836
|
567
|
a BP's
share of Rosneft's earnings after finance costs, taxation and
non-controlling interests is included in the BP group income
statement within profit before interest and
taxation.
b Includes
$(5) million (2017 $(2) million, 2016 $3 million) of foreign
exchange (gain)/losses arising on the dividend
received.
Financial results
Replacement cost (RC) profit before interest and tax for the
segment included a non-operating charge of $95 million for 2018 and
a non-operating gain of $23 million for 2016, whereas the 2017
results did not include any non-operating items.
After adjusting for non-operating items, the increase in the
underlying RC profit before interest and tax compared with 2017
primarily reflected higher oil prices and favourable foreign
exchange, partially offset by adverse duty lag
effects.
Compared with 2016, the 2017 result was affected by higher oil
prices partially offset by adverse foreign exchange effects. The
2017 result also benefited from a $163-million gain representing
the BP share of a voluntary out-of-court settlement between
Sistema, Sistema-Invest and the Rosneft subsidiary, Bashneft. See
also Financial statements - Notes 17 and 32 for other foreign
exchange effects.
7.
Extracted in full and unedited text from "Other business and
corporate", BP Annual Report and Form 20-F 2018, page
37:
Petrochemicals
Other businesses and corporate
Financial performance
|
|
$ million
|
|
|
2018
|
2017
|
2016
|
Sales
and other operating revenuesa
|
|
1,678
|
1,469
|
1,667
|
RC profit (loss) before interest and tax
|
|
|
|
|
Gulf of Mexico oil spill
|
|
(714)
|
(2,687)
|
(6,640)
|
Other
|
|
(2,807)
|
(1,758)
|
(1,517)
|
RC profit (loss) before interest and tax
|
|
(3,521)
|
(4,445)
|
(8,157)
|
Net adverse impact of non-operating items
|
|
|
|
|
Gulf of Mexico oil spill
|
|
714
|
2,687
|
6,640
|
Other
|
|
1,249
|
160
|
279
|
Net charge (credit) for non-operating items
|
|
1,963
|
2,847
|
6,919
|
Underlying RC profit (loss) before interest and tax
|
|
(1,558)
|
(1,598)
|
(1,238)
|
Organic
capital expenditureb
|
|
332
|
339
|
229
|
a Includes
sales to other segments.
b A
reconciliation to GAAP information at the group level is provided
on page 275.
The replacement cost (RC) loss before interest and tax for the year
ended 31 December 2018 was $3,521 million (2017 $4,445 million,
2016 $8,157 million). The 2018 result included a net charge for
non-operating items of $1,963 million, including Gulf of Mexico oil
spill related costs of $714 million (non-operating items in 2017
$2,847 million, 2016 $6,919 million). For further information, see
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 2018
was $1,558 million, similar to prior year (2017 $1,598 million,
2016 $1,238 million).
Exhibit 1.9
BP p.l.c.
Total voting rights and share capital
As at 29 March 2019, the issued share capital of BP p.l.c.
comprised 20,346,382,157 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 1,262,930,568. 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 20,351,464,657.
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.
Exhibit 1.10
BP p.l.c.
Transaction in Own Shares
BP p.l.c. (the "Company") announces that it has purchased, in accordance
with the authority granted by shareholders at the 2018 Annual
General Meeting of the Company, the following number of its
ordinary shares of $0.25 each ("Shares") on Exchange (as defined in the Rules of the
London Stock Exchange) as part of the buyback programme announced
on 15 November 2017 (the "Programme"):
Date of
purchase:
|
29
March 2019
|
Number
of Shares purchased:
|
688,105
|
Highest
price paid per Share (pence):
|
559.0000
|
Lowest
price paid per Share (pence):
|
553.4000
|
Volume
weighted average price paid per Share (pence):
|
556.6007
|
The Company intends to cancel these Shares.
The schedule below contains detailed information about the
purchases made by Citigroup Global
Markets Limited(intermediary code: SBILGB2L) on the Date of
purchase as part of the Programme.
For further information, please contact:
BP p.l.c.
Craig Marshall
+44(0) 207 496 4962
Schedule of Purchases
Shares purchased: BP p.l.c. (ISIN CODE: GB0007980591)
Aggregate information:
Venue
|
Volume-weighted
average price (pence)
|
Aggregated volume
|
London Stock Exchange
|
556.6007
|
688,105
|
Individual transactions:
To view details of the individual transactions, please paste the
following URL into the address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/5706U_1-2019-3-29.pdf
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: 03
April 2019
|
|
|
/s/ J.
BERTELSEN
|
|
------------------------
|
|
J.
BERTELSEN
|
|
Company
Secretary
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