|
|
![]() | ![]() | ![]() | ![]() |
BP 20-F 2010 Documents found in this filing:Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 20-F
(Mark One)
Commission file number: 1-6262
BP p.l.c.
(Exact name of Registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organization) 1 St Jamess Square, London SW1Y 4PD
United Kingdom (Address of principal executive offices) Dr Byron E Grote
BP p.l.c. 1 St Jamess Square, London SW1Y 4PD United Kingdom Tel +44 (0) 20 7496 4000 Fax +44 (0) 20 7496 4630 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Note Checking the box above will not relieve any registrant required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those
Sections.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files).*
*This requirement does not apply to the registrant until its fiscal year ending December 31, 2011.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the
Exchange Act. (Check one):
Indicate by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:
If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow.
If this is an annual report, indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Table of Contents
Cross reference to Form 20-F
2
Table of Contents
Miscellaneous terms
In this document, unless the context
otherwise requires, the following terms
shall have the meaning set out below.
ADR
American depositary receipt.
ADS
American depositary share.
AGM
Annual general meeting.
Amoco
The former Amoco Corporation
and its subsidiaries.
Atlantic Richfield
Atlantic Richfield Company
and its subsidiaries.
Associate
An entity, including an unincorporated
entity such as a partnership, over which
the group has significant influence and
that is neither a subsidiary nor a joint
venture. Significant influence is the
power to participate in the financial and
operating policy decisions of an entity
but is not control or joint control over
those policies.
Barrel
42 US gallons.
b/d
barrels per day.
boe
barrels of oil equivalent.
BP, BP group or the group
BP p.l.c. and its subsidiaries.
Burmah Castrol
Burmah Castrol PLC and its
subsidiaries.
Cent or c
One-hundredth of the US dollar.
The company
BP p.l.c.
Dollar or $
The US dollar.
EU
European Union.
Gas
Natural gas.
Hydrocarbons
Crude oil and natural gas.
IFRS
International Financial Reporting
Standards.
Joint control
Joint control is the contractually agreed
sharing of control over an economic
activity, and exists only when the
strategic financial and operating
decisions relating to the activity require
the unanimous consent of the parties
sharing control (the venturers).
Joint venture
A contractual arrangement whereby
two or more parties undertake an
economic activity that is subject to
joint control.
Jointly controlled asset
A joint venture where the venturers
jointly control, and often have a direct
ownership interest in the assets of the
venture. The assets are used to obtain
benefits for the venturers. Each
venturer may take a share of the output
from the assets and each bears an
agreed share of the expenses incurred.
Jointly controlled entity
A joint venture that involves the
establishment of a corporation,
partnership or other entity in which
each venturer has an interest. A
contractual arrangement between the
venturers establishes joint control over
the economic activity of the entity.
Liquids
Crude oil, condensate and natural
gas liquids.
LNG
Liquefied natural gas.
London Stock Exchange or LSE
London Stock Exchange plc.
LPG
Liquefied petroleum gas.
mb/d
thousand barrels per day.
mboe/d
thousand barrels of oil equivalent
per day.
mmBtu
million British thermal units.
mmboe
million barrels of oil equivalent.
mmcf
million cubic feet.
mmcf/d
million cubic feet per day.
MTBE
Methyl tertiary butyl ether.
MW
Megawatt.
NGLs
Natural gas liquids.
OPEC
Organization of Petroleum Exporting
Countries.
Ordinary shares
Ordinary fully paid shares in BP p.l.c. of
25c each.
Pence or p
One-hundredth of a pound sterling.
Pound, sterling or £
The pound sterling.
Preference shares
Cumulative First Preference Shares and
Cumulative Second Preference Shares
in BP p.l.c. of £1 each.
PSA
A production-sharing agreement (PSA)
is an arrangement through which an oil
company bears the risks and costs of
exploration, development and
production. In return, if exploration is
successful, the oil company receives
entitlement to variable physical
volumes of hydrocarbons, representing
recovery of the costs incurred and a
stipulated share of the production
remaining after such cost recovery.
SEC
The United States Securities and
Exchange Commission.
Subsidiary
An entity that is controlled by the BP
group. Control is the power to govern
the financial and operating policies of
an entity so as to obtain the benefits
from its activities.
Tonne
2,204.6 pounds.
UK
United Kingdom of Great Britain and
Northern Ireland.
US
United States of America.
3
Contents
Table of Contents
Business review
Group overview
Our organization
BP is one of the worlds leading international oil
and gas companiesa. We operate in more than
80 countries, providing our customers with fuel for
transportation, energy for heat and light, retail
services and petrochemicals products for everyday items.
As a global group, our interests and activities are
held or operated through subsidiaries, jointly controlled
entities or associates established in and subject to the
laws and regulations of many different jurisdictions.
These interests and activities covered two business
segments in 2009: Exploration and Production and Refining
and Marketing. BPs activities in low-carbon energy are
managed through our Alternative Energy business, which is
reported within Other businesses and corporate.
Exploration and Productions activities cover
three key areas. Upstream activities include oil and
natural gas exploration, field development and
production. Midstream activities include pipeline,
transportation and processing activities related to
our upstream activities. Marketing and trading
activities include the marketing and trading of
natural gas, including liquefied natural gas (LNG),
together with power and natural gas liquids (NGLs).
Refining and Marketings activities include the
supply and trading, refining, manufacturing, marketing and
transportation of crude oil, petroleum and petrochemicals
products and related services.
The two business segments each comprise a number of
strategic performance units (SPUs), which are organized
along either geographic or activity-related lines. The
role of the SPU includes the development of local
capability and the fostering of external stakeholder
relationships. Each SPU is of a scale that allows for a
close focus on performance delivery by its respective
segment, which includes the appropriate management of
costs.
Unless otherwise indicated, information in this
document reflects 100% of the assets and operations
of the company and its subsidiaries that were
consolidated at the date or for the periods
indicated, including minority interests. The company
was incorporated in 1909 in England and Wales and
changed its name to BP p.l.c. in 2001. BPs primary
share listing is the London Stock Exchange. Ordinary
shares are also traded on the Frankfurt Stock
Exchange in Germany and, in the US, the companys
securities are traded in the form of ADSs. (See
pages 96 to 97 for more details.)
Our worldwide
headquarters is located at:
1 St Jamess Square, London SW1Y 4PD, UK. Tel +44 (0)20 7496 4000. Our agent in the US is BP America Inc.,
501 Westlake Park Boulevard, Houston, Texas 77079. Tel +1 281 366 2000. Our group functions and regions support the work of
our segments and businesses. Their key objectives are to
establish and monitor fit-for-purpose functional
standards across the group; to act as centres of deep
functional expertise; to access significant leverage with
third-party suppliers; and to establish and maintain
capabilities among the functional staff employed within
our operating businesses. In addition, the head of each
region provides the required integration and
co-ordination of group activities in a particular
geographic area and represents BP to external parties.
Where we operate
BPs worldwide headquarters is in London. The UK is a
centre for trading, legal, finance and other business
functions as well as three of BPs major global
research and technology groups.
We have well-established operations in Europe, the
US, Canada, Russia, South America, Australasia, Asia and
parts of Africa. Currently, around 67% of the groups
capital is invested in Organisation for Economic
Co-operation and Development (OECD) countries, with
around 40% of our fixed assets located in the US and
around 20% in Europe.
![]() 6
Table of Contents
Business review
Our Exploration and Production segment conducts
upstream and midstream activities in 30 countries and we
are the largest producer of oil and gas in North
America. The segments geographical coverage in these
activities currently includes Angola, Azerbaijan,
Canada, Egypt, Russia, Trinidad & Tobago (Trinidad),
Norway, the UK, the US and locations within Asia
Pacific, Latin America, North Africa and the Middle
East. Our Exploration and Production segment also
includes gas marketing and trading activities, primarily
in Canada, Europe and the US. In Russia, we have an
important associate through our 50% shareholding in
TNK-BP, a major oil company with exploration assets,
refineries and other downstream infrastructure.
In Refining and Marketing, we market our products in
more than 80 countries, with a particularly strong
presence in the US and Europe, as well as major
activities in Australia, Southern Africa, India and
China. In the US, we own or have a share in five
refineries and market primarily under the Amoco, ARCO, BP
and Castrol brands. We are one of the largest gasoline
retailers in that country. In Europe, we own or have a
share in seven refineries and we market extensively
across the region, primarily under the Aral, BP and
Castrol brands. Our long-established supply and trading
activity is responsible for delivering value across the
crude and oil products supply chain. Our petrochemicals
business maintains a manufacturing position globally,
with an emphasis on growth in Asia. We continue to seek
opportunities to broaden our activities in growth markets
such as China and India.
![]() Our market
Energy markets remained volatile in 2009, reflecting
the dramatic drop in world economic activity early in the
year and indications of economic recovery in the second
half. Looking ahead, the long-term outlook is one of
growing demand for energya, particularly in
Asia, alongside challenges for the industry in meeting
this demand. Rising incomes and expanding urban
populations are expected to drive demand, while the
evolution towards a lower-carbon economy will require
technology, innovation and investment.
World oil consumption declined for a second
successive year during 2009, with growing demand in
non-OECD countries once again more than offset by
falling consumption in OECD countries. Average crude oil
prices for 2009 were lower than in the previous year,
breaking an unprecedented string of seven consecutive
annual increases. Natural gas prices also weakened in
2009 and were highly volatile. Refining margins fell
sharply as oil demand contracted and substantial amounts
of new refining capacity came onstream.
Economic context
The world economy began to show signs of recovery in the
latter part of 2009 and this is expected to continue
through 2010, but economic growth in 2010 is likely to
be muted in the OECD countries. Growth in global oil
consumption is expected to resume as the world economy
recovers from recession.
In 2009, concerns about the volatility of commodity
and financial markets, combined with renewed focus on
climate change and the early
experiences with efforts to reduce
CO2 emissions in the EU and
elsewhere, led to an increased focus on the
appropriate role for markets, government oversight and
other policy measures relating to the supply and
consumption of energy.
The concept of peak oil the time after which less
oil is available to the world continues to hold the
interest of some commentators, although global proved
reserves have tended to rise over time and remain
sufficient to support higher levels of production.
Meanwhile, the consumer response to higher prices and an
increased focus on energy efficiency have served to
constrain demand. We expect regulation and taxation of
the energy industry and energy users to increase in many
areas over the short to medium term.
7
Table of Contents
Business review
Crude oil prices
Dated Brent for the year averaged $61.67 per barrel, about
37% below 2008s record average of $97.26 per barrel.
Prices began the year at their lowest point as the world
economy grappled with the sharpest downturn in modern
economic history.
Global oil consumption reflected the economic
slowdown, falling by roughly 1.3 million b/d for the year
(1.5%)b, the largest annual decline since 1982.
The biggest reductions were early in the year, with OECD
countries accounting for the entire global decline. Crude
oil prices rose sharply in the second quarter in response
to sustained OPEC production cuts and emerging signs of
stabilization in the world economy, despite very high
commercial oil inventories in the OECD. OPEC members
sustained roughly 2.5 million b/d of production cutsb
implemented in late 2008 and throughout 2009.
Additional price increases later in the year were
sustained by further positive economic news and signs that
the inventory overhang was beginning to correct.
In 2008, the average dated Brent price of $97.26 per
barrel was 34% higher than the $72.39 per barrel average
seen in 2007. Daily prices began 2008 at $96.02 per
barrel, peaked at $144.22 per barrel on 3 July 2008, and
fell to $36.55 per barrel at the end of the year. The
sharp drop in prices was due to falling demand in the
second half of the year, caused by the OECD falling into
recession and the lagged effect on demand of high prices
in the first half of the year. OPEC had increased
production significantly through the first three quarters
and, as a result of falling consumption and rising OPEC
production, inventories rose. As prices continued to
decline, OPEC responded with successive announcements of
production cuts in September, October and December.
Looking ahead, in 2010 we expect oil price
movements to continue to be driven by the extent of
global economic growth and its resulting implications
for oil consumption, and by OPEC production decisions.
Natural gas prices
Natural gas prices weakened in 2009 and were volatile.
The average US Henry Hub First of Month Index fell to
$3.99/mmBtu in 2009, a 56% decrease from the record
$9.04/mmBtu average seen in 2008.
Recession-induced demand declines and strong production
caused prices to drop from $6.16/mmBtu at the start of the
year to $2.84/mmBtu in September. However, over the course
of the year, the impact was partly offset as US regional
gas price differentials narrowed, driven partly by the
Rockies Express Pipeline extension allowing the
transportation of larger quantities of gas out of the
Rockies area. Reduced imports from Canada, slowing US
production growth and cooler temperatures allowed prices
to recover to $4.49/mmBtu by the end of the year. Prices
at the UK National Balancing Point similarly fell to an
average of 30.85 pence per therm, 47% below the 2008
average price of 58.12 pence per therm. In 2009, there was
a switch of uncontracted LNG cargoes from Asia to Europe,
reflecting a shift in relative spot prices. LNG imports to
Europe have competed with pipeline imports, where the gas
price is often indexed to oil prices, as well as with
marginal European gas production. Gas prices were often at
or below parity with coal, when translated into the cost
of generating power, which led to gas displacing coal in
power generation in Europe and the US.
In 2008, average natural gas prices in the US and
the UK were higher than in 2007. The Henry Hub First of
Month Index, at $9.04/mmBtu, was 32% higher than the 2007
average of $6.86/mmBtu. 2008s prices peaked at
$13.11/mmBtu in July amid robust demand and falling US
gas imports, but fell to $6.90/mmBtu in December as
demand weakened and production remained strong. In the
UK, 2008 average prices of 58.12 pence per therm at the
National
Balancing Point, were 94% above the 2007 average of
29.95 pence per therm.
Looking ahead, gas markets in 2010 are expected to
follow developments in the global economy, but any price
movements are likely to be impacted by significant new
LNG capacity as it becomes available.
Refining margins
Refining margins fell sharply in 2009 as demand for oil
products reduced in the wake of the global economic
recession and new refining capacity came onstream, mostly
in Asia Pacific. The BP global indicator refining margin
(GIM)a averaged $4 per barrel last year, down
$2.50 per barrel compared with 2008. Margins in the Far
East were particularly badly hit averaging close to zero
in Singapore because new refining capacity has been
added in the region.
Margins in Europe were about half the 2008 level as
the reduction in economic activity meant weaker demand for
commercial transport and therefore lower middle distillate
consumption. In the US, where refining is more highly
upgraded and the transport market more
gasoline-orientated, margins were stronger than in Europe.
Refining margins in 2008 were lower than in 2007,
with the BP GIM decreasing to an average of $6.50 per
barrel from $9.94 per barrel in 2007. The premium for
light products above fuel oils remained high, reflecting
a continuing shortage of upgrading capacity and the
favouring of fully upgraded refineries over less complex
sites.
Looking ahead, refining margins are likely to
remain under pressure through 2010, with capacity
already exceeding demand and additional new capacity
expected to come onstream during the year.
8
Table of Contents
Business review
![]() Long-term outlook
Recent economic conditions have weakened global demand
for primary energy, but a number of forecasts predict a
return to growth in the medium term. This is underpinned
by continuing population growth and by generally rising
living standards in the developing world, including the
expansion of urban populations.
Under the International Energy Agencys (IEA)
reference scenario, global energy demand is projected to
increase by around 40% between 2007 and 2030a.
That scenario also projects that fossil fuels will still
be satisfying as much as 80% of the worlds energy needs
in 2030. At current rates of consumption, the world has
enough proved reserves of fossil fuels to meet these
requirementsb if investment is permitted to
turn those reserves into production capacity. However, to
meet the potential growth in demand, continued investment
in new technology will be required in order to boost
recovery from declining fields and commercialize currently
inaccessible resources. For example, in oil alone, where
we believe there are reserves in place to satisfy
approximately 40 years demand at current rates of
consumptionb, we estimate that our industry
will need to bring nearly 50 million barrels per day of
new capacity onstream by 2030 if it is to meet the
increased demand. To play their part in achieving this,
energy companies such as BP will need secure and reliable
access to as-yet undeveloped resources. We estimate that
more than 80% of the worlds oil resources are held by
Russia, Mexico and members of OPEC areas where
international oil companies are frequently limited or
prohibited from applying their technology and expertise to
produce additional supply. New partnerships will be
required to transform latent resources into much-needed
proved reserves.
A more diverse mix of energy will also be required
to meet this increased demand. Such a mix is likely to
include both unconventional fossil fuel resources such
as oil sands, coalbed methane and natural gas produced
from shale formations and renewable energy sources
such as wind, biofuels and solar power. Beyond simply
meeting growth in overall demand, a diverse mix would
also help to provide enhanced national and global energy
security while supporting the transition to a
lower-carbon economy. Improving the efficiency of energy
use will also play a key role in maintaining energy
market balance in the future.
Along with increasing supply, we believe the energy
industry will be required to make hydrocarbons cleaner and
more efficient to use particularly in the critical area
of power generation, for which the key hydrocarbons are
currently coal and gas. The world has reserves of coal for
around 120 years at current consumption ratesb,
but coal produces more carbon than any other fossil fuel.
Carbon capture and storage (CCS) may help to provide a
path to cleaner coal, and BP is investing in this area,
but CCS technologies still face significant technical and
economic issues and are unlikely to be in operation at
scale for at least a decade.
In contrast, we believe that in many countries natural
gas has the potential to provide the most significant
reductions in carbon emissions from power generation in the
shortest time and at the lowest cost. These reductions can
be achieved using technology available today. Combined-
cycle turbines, fuelled by natural gas, produce around half the
CO2
emissions of coal-fired power, and are cheaper and
quicker to build. It is estimated that there are reserves
of natural gas in place equivalent to 60 years
consumption at current
ratesb and they are
rising as new skills and technology unlock new
unconventional gas resources. For these reasons, gas is
looking to be an increasingly attractive resource in
meeting the growing demand for energy, playing a greater
role as a key part of the energy future.
At the same time, alternative energies also have the
potential to make a substantial contribution to the
transition to a lower-carbon economy, but this will
require investment, innovation and time. Currently, wind,
solar, wave, tide and geothermal energy account for
only around 1% of total global
consumptionc. Even in the most aggressive
scenario put forward by the IEA, these forms of energy are
estimated to meet no more than 5% of total demand in
2030d.
If industry and the market are to meet the worlds
growing demand for energy in a sustainable way,
governments will be required to set a stable and enduring
framework. As part of this, governments will need to
provide secure access for exploration and development of
fossil fuel resources, define mutual benefits for resource
owners and development partners, and establish and
maintain an appropriate legal and regulatory environment,
including a mechanism for recognizing and incorporating
the cost of reducing carbon emissions.
![]() 9
Table of Contents
Business review
Our strategy
The priorities that drove our success in 2009
safety, people and performance remain the
foundation of our agenda as we build on our momentum
and work to further enhance our competitive position.
Our strategy is to invest competitively to grow oil
and gas production while working to drive performance
across the group through enhanced operating efficiency,
capital efficiency and cost efficiency.
To meet growing world demand, BP is committed to
exploring, developing and producing more fossil fuel
resources; manufacturing, processing and delivering
better and more advanced products; and enabling the
transition to a lower-carbon future. We aim to do this
while operating safely, reliably and in compliance with
the law. We strive to run our business within the
discipline of a clear financial framework.
In 2009, we improved our overall competitive
performance by enhancing operating performance and
reducing complexity and costs. We believe we can continue
to compete successfully through our ability to access
resources and deliver high-quality products and service to
our customers. We intend to remain focused on the
application of technology and developing relationships
based on a commitment to long-term partnerships and mutual
advantage. Our intention is to generate and sustain
business momentum and growth through a rigorous process of
continuous improvement and an ongoing focus on safety,
people and performance.
Safety, reliability, compliance and continuous improvement
Safe, reliable and compliant operations remain the
groups first priority. A key enabler for this is the BP
operating management system (OMS), which provides a
common framework for all BP operations, designed to
achieve consistency and continuous improvement in safety
and efficiency. OMS includes mandatory practices, such as
integrity management and incident investigation, which
are designed to address particular risks. In addition, it
enables each site to focus on the most important risks in
its own operations and sets out procedures on how to
manage them in accordance with the group-wide framework.
Further information on our safety priorities and
performance can be found on page 42.
The right people, skills and capability
It is vital that we develop and deploy people with the
skills, capability and behaviours required to meet our
objectives. Despite a tight global recruitment market for
some of our core technical disciplines, we have been
successful in building capacity and getting the right
people with the right skills in the right place. We are
now going further, strengthening the culture within BP
through a commitment to continuous improvement in
operations and enhancing the capabilities, technical
expertise and organizational quality needed to drive
performance.
Our people strategy has already resulted in
refreshed group leadership and senior management
teams, recruitment focused on individuals with
strong operational and technical expertise, and
appropriate reward for performance at all levels.
Enhanced performance and efficiency
Our strategy aims to create value for shareholders by
investing to deliver growth in our Exploration and
Production business together with enhanced efficiency and
high-quality earnings and returns throughout our
operations.
In Exploration and Production, our strategy is to
invest to grow production safely, reliably and
efficiently. We intend to achieve this by strengthening
our portfolio of leadership positions in the worlds most
prolific hydrocarbon basins, enabled by the development
and application of technology and the building of strong
relationships based on mutual advantage. We also intend
to sustainably drive cost and capital efficiency in
accessing, finding, developing and producing resources,
enabled by deep technical capability and a culture of
continuous improvement.
In Refining and Marketing, our strategic focus is on
enhancing portfolio quality, integrating activities
across value chains and performance efficiency. We expect
to continue building our business around advantaged
assets in material and significant energy markets while
improving the safety and reliability of our operations.
Our objective is to achieve sector-leading levels of
performance on a sustainable basis. To achieve this, we
need to continue upgrading the manufacturing capabilities
within our integrated fuels value chains to achieve the
best capacity utilization and margin capture. We continue
to explore appropriate opportunities to deploy downstream
capital into faster-growing non-OECD markets. We also
intend to continue our selective investment in our
international businesses, which include petrochemicals
and lubricants, where we see potential to deliver strong
and sustainable returns.
In Alternative Energy, we have focused our
investments in the areas where we believe we can create
the greatest competitive advantage. We have substantial
businesses in wind and solar power and are developing
advanced biofuels and low-carbon energy technologies such
as hydrogen power and carbon capture and storage.
Our determination to drive efficiency through our
businesses has proved vital to our performance during a
period of recession and we believe that it will remain
critical to our future prospects as the global economy
recovers and evolves.
Looking further ahead
As discussed in the Our market section of this Annual
Report on Form 20-F (see pages 7 to 9), we expect that
the world will require a more diverse energy mix as the
basis for a secure supply of energy over time. We intend
to play a central role in meeting the worlds continued
need for hydrocarbons, with our Exploration and
Production and Refining and Marketing activities
remaining at the core of our strategy. We are also
creating long-term options for the future in new energy
technology and low-carbon energy businesses. Current
investment is focused on wind, solar and biofuels as
potential sources of resource diversification for the
world, and we are investing in carbon capture and storage
as an enabling technology. We believe that this focused
portfolio has the potential to be a material source of
value creation for BP in the longer term (see pages 38 to
39). We are also enhancing our capabilities in natural
gas, which is likely to play a greater role as a key part
of the energy future. We intend to lead and shape this
transition, including through the application of advanced
technology to unlock sources of unconventional gas, while
working to achieve sector-leading levels of return for
our shareholders.
10
Table of Contents
Business review
Our performance
2009 has been a successful year for BP, with
positive financial and operational momentum despite an
extremely turbulent global financial environment.
Safety
Good progress has been made on underpinning improved safety performance in 2009. Throughout the
year, we continued to focus on training and enhancing procedures across the organization.
Significantly, 2009 was an important year in the development of OMS. By the end of 2009, around 80%
of our operating sites were using the system, including all our operated refineries and
petrochemicals plants. (See Safety on page 42 for more information on OMS.)
In 2009, a
third-party-operated helicopter carrying contractors from BPs Miller platform crashed in the North
Sea, resulting in the tragic loss of 16 lives. In addition, BP sustained two fatalities within our
own operations. We deeply regret the loss of these lives.
Recordable injury frequency (RIF, a measure of the
number of reported injuries per 200,000 hours worked) was
0.34, significantly below 2008 and 2007 levels of 0.43 and
0.48, respectively. Reported oil spills greater than one
barrel were 234 in 2009 compared with 335 in 2008 and 340
in 2007. Our environmental measure that tracks greenhouse
gas (GHG) emissionsa increased in 2009 to 65.0
million tonnes of carbon dioxide equivalent, compared with
61.4 million tonnes in 2008. The primary reason for this
increase is the growth of our business, including the
significant increase in our US refining throughputs, the
start-up of our Tangguh LNG project in Indonesia and the
continued success of our Gulf of Mexico deepwater
operations, including Thunder Horse.
People
During 2009 we made further significant progress in
generating a stronger performance focus and in fostering
a culture that attributes more value to deep specialist
skills and expertise. At the same time, we continued to
improve operational efficiency and reduce overheads.
Non-retail headcount was reduced by 4,400 (6%) in
2009. Overall, the number of employees (including retail
staff) was reduced by 11,700 in 2009.
Performance
Against the backdrop of the global recession, we delivered
a strong performance in 2009. Profit and cash flow were
lower than in 2008, due primarily to a much weaker price
environment, although the impact was partially offset by
better operational performance and lower costs across the
group as we implemented our efficiency programmes. Notable
achievements include:
Exploration and Production
Refining and Marketing
11
Table of Contents
Business review
Selected financial and operating
information This information, insofar as it relates to 2009,
has been extracted or derived from the audited
consolidated financial statements of the BP group
presented on pages 107 to 182. Note 1 to the financial
statements includes details on the basis of preparation
of these financial statements. The selected information
should be read in conjunction with the audited financial
statements and related notes elsewhere herein.
Profits
Profit attributable to BP shareholders for the year
ended 31 December 2009 was $16,578 million, including
inventory holding gains, net of tax, of $2,623 million
and a net charge for non-operating items, after tax, of
$1,067 million. In addition, fair value accounting
effects had a favourable impact, net of tax, of $445
million relative to managements measure of performance.
Inventory holding gains and losses, net of tax, are
described in footnote (a) on page 49. More information
on non-operating items and fair value accounting effects
can be found on pages 54-55.
Profit attributable to BP shareholders for the year ended
31 December 2008 was $21,157 million, including inventory
holding losses, net of tax, of $4,436 million and a net
charge for non-operating items, after tax, of $796
million. In addition, fair value accounting effects had a
favourable impact, net of tax, of $146 million relative
to managements measure of performance.
Profit attributable to BP shareholders for the year
ended 31 December 2007 was $20,845 million, including
inventory holding gains, net of tax, of $2,475 million
and a net charge for non-operating items, after tax, of
$373 million. In addition, fair value accounting effects
had an unfavourable impact, net of tax, of $198 million
relative to managements measure of performance.
The primary additional factors affecting profit for
2009, compared with 2008, were lower realizations and
refining margins, partly offset by higher production,
stronger operational performance and lower costs.
The primary additional factors reflected in profit
for 2008, compared with 2007, were higher realizations,
a higher contribution from the gas marketing and trading
business, improved oil supply and trading performance,
improved marketing performance and strong cost
management; however, these positive effects were partly
offset by weaker refining margins, particularly in the
US, higher production taxes, higher depreciation, and
adverse foreign exchange impacts.
12
Table of Contents
Business review
Production and net proved oil and natural gas reserves
The following table shows our production for the past five years and the estimated net proved oil
and natural gas reserves at the end of each of those years.
Production and net proved reservesa
![]()
During 2009, 1,908 million barrels of oil and natural
gas, on an oil equivalenta basis (mmboe), were
added, excluding purchases and sales, to BPs proved
reserves (1,113mmboe for subsidiaries and 795mmboe for
equity-accounted entities). At 31 December 2009, BPs
proved reserves were 18,292mmboe (12,621mmboe for
subsidiaries and 5,671mmboe for equity-accounted
entities). Our proved reserves in subsidiaries are located
in the US (45%), South America (15%), Australasia (10%),
Africa (10%) and the UK (9%). Our proved reserves in
equity-accounted entities are located in Russia (69%),
South America (21%), and Rest of Asia (9%).
Our total hydrocarbon production during 2009
averaged 3,998mboe/d (2,684mboe/d for subsidiaries and
1,314mboe/d for equity-accounted entities). This
represents an increase of 4% (an increase of 6% for
liquids and an increase of 2% for gas) when compared
with 2008. In aggregate, after adjusting for entitlement
impacts in our production-sharing agreements (PSAs) and
the effect of OPEC quota restrictions, production was 5%
higher than 2008. Our total hydrocarbon production
during 2008 averaged 3,838mboe/d (2,517mboe/d for
subsidiaries and 1,321mboe/d for equity
accounted-entities). This represented an increase of
0.5% (a decrease of 0.5% for liquids and an increase of
2% for gas) when compared with 2007. In aggregate, after
adjusting for entitlement impacts in our PSAs, 2008
production was 5% higher than 2007.
Acquisitions and disposals
There were no significant acquisitions in 2009. Disposal
proceeds in 2009 were $2,681 million, principally from
the sale of our interests in BP West Java Limited,
Kazakhstan Pipeline Ventures LLC and LukArco, and the
sale of our ground fuels marketing business in Greece and
retail churn in the US, Europe and Australasia. Further
proceeds from the sale of LukArco are receivable in the
next two years. See Financial statements Note 3 on page
122.
In 2008, we completed an asset exchange with
Husky Energy Inc., and asset purchases from Chesapeake
Energy Corporation as described on page 49.
In 2007, BP acquired Chevrons Netherlands
manufacturing company, Texaco Raffiniderij Pernis B.V.
The acquisition included Chevrons 31% minority
shareholding in Nerefco and certain associated assets.
Disposal proceeds were $4,267 million, which included
$1,903 million from the sale of the Coryton refinery and
$605 million from the sale of our exploration and
production gas infrastructure business in the
Netherlands.
13
Table of Contents
Business review
Risk factors
We urge you to consider carefully the risks described below. If any of these risks occur, we
might fail to deliver on our strategic priorities, which are expressed in terms of safety, people
and performance (see page 10). Our business, financial condition and results of operations could
suffer and the trading price and liquidity of our securities could decline.
In the current uncertain financial and economic environment, certain risks may gain more prominence
either individually or when taken together. Oil and gas prices are likely to remain volatile with
average prices and margins influenced by changes in supply and demand. This is likely to exacerbate
competition in all businesses, which may impact costs and margins. At the same time, governments
are facing greater pressure on public finances, which may increase their motivation to intervene in
the fiscal and regulatory frameworks for the oil and gas industry, including the risk of increased
taxation. The financial and economic situation may have a negative impact on third parties with
whom we do, or may do, business. Any of these factors may affect our results of operations,
financial condition and liquidity.
Capital markets have regained some confidence after the recent crisis but if there are
extended periods of constraints in these markets, at a time when cash flows from our business
operations may be under pressure, our ability to maintain our long-term investment programme may be
impacted with a consequent effect on our growth rate, and may impact shareholder returns, including
dividends and share buybacks, or share price. Decreases in the funded levels of our pension plans
may also increase our pension funding requirements.
Our system of risk management identifies and provides the response to risks of group
significance through the establishment of standards and other controls. Inability to identify,
assess and respond to risks through this and other controls could lead to an inability to capture
opportunities, threats materializing, inefficiency and non-compliance with laws and regulations.
The risks are categorized against the following areas: strategic; compliance and control; and
operational.
Strategic risks
Access and renewal
Successful execution of our group plan depends critically on implementing activities to renew and
reposition our portfolio. The challenges to renewal of our upstream portfolio are growing due to
increasing competition for access to opportunities globally. Lack of material positions in new
markets and/or inability to complete disposals could result in an inability to grow or even
maintain our production.
Prices and markets
Oil, gas and product prices are subject to international supply and demand. Political developments
and the outcome of meetings of OPEC can particularly affect world supply and oil prices. Previous
oil price increases have resulted in increased fiscal take, cost inflation and more onerous terms
for access to resources. As a result, increased oil prices may not improve margin performance. In
addition to the adverse effect on revenues, margins and profitability from any fall in oil and
natural gas prices, a prolonged period of low prices or other indicators would lead to
further reviews for impairment of the groups oil and natural gas properties. Such reviews would
reflect managements view of long-term oil and natural gas prices and could result in a charge for
impairment that could have a significant effect on the groups results of operations in the period
in which it occurs. Rapid material and/or sustained change in oil, gas and product prices can
impact the validity of the assumptions on which strategic decisions are based and, as a result, the
ensuing actions derived from those decisions may no longer be appropriate. A prolonged period of
low oil prices may impact our ability to maintain our long-term investment programme with a
consequent effect on our growth rate and may impact shareholder returns, including dividends and
share buybacks, or share price. Periods of global recession could impact the demand for our
products, the prices at which they can be sold and affect the viability of the markets in which we
operate.
Refining profitability can be volatile, with both periodic oversupply and supply tightness in
various regional markets. Sectors of the chemicals industry are also subject to fluctuations in
supply and demand within the petrochemicals market, with a consequent effect on prices and
profitability.
Climate change and carbon pricing
Compliance with changes in laws, regulations and obligations relating to climate change could
result in substantial capital expenditure, taxes, reduced profitability from changes in operating
costs, and revenue generation and strategic growth opportunities being impacted. Our commitment to
the transition to a lower-carbon economy may create expectations for our activities, and the level
of participation in alternative energies carries reputational, economic and technology risks.
Socio-political
We have operations in countries where political, economic and social transition is taking place.
Some countries have experienced political instability, changes to the regulatory environment,
expropriation or nationalization of property, civil strife, strikes, acts of war and insurrections.
Any of these conditions occurring could disrupt or terminate our operations, causing our
development activities to be curtailed or terminated in these areas or our production to decline
and could cause us to incur additional costs. In particular, our investments in Russia could be
adversely affected by heightened political and economic environment risks.
We set ourselves high standards of corporate citizenship and aspire to contribute to a better
quality of life through the products and services we provide. If it is perceived that we are not
respecting or advancing the economic and social progress of the communities in which we operate,
our reputation and shareholder value could be damaged.
Competition
The oil, gas and petrochemicals industries are highly competitive. There is strong competition,
both within the oil and gas industry and with other industries, in supplying the fuel needs of
commerce, industry and the home. Competition puts pressure on product prices, affects oil products
marketing and requires continuous management focus on reducing unit costs and improving efficiency.
The implementation of group strategy requires continued technological advances and innovation
including advances in exploration, production, refining, petrochemicals manufacturing technology
and advances in technology related to energy usage. Our performance could be impeded if competitors
developed or acquired intellectual property rights to technology that we required or if our
innovation lagged the industry.
14
Table of Contents
Business review
Investment efficiency
Our organic growth is dependent on creating a portfolio of quality options and investing in the
best options. Ineffective investment selection could lead to loss of value and higher capital
expenditure.
Reserves replacement
Successful execution of our group strategy depends critically on sustaining long-term reserves
replacement. If upstream resources are not progressed in a timely and efficient manner, we will be
unable to sustain long-term replacement of reserves.
Liquidity, financial capacity and financial exposure
The group has established a financial framework to ensure that it is able to maintain an
appropriate level of liquidity and financial capacity and to constrain the level of assessed
capital at risk for the purposes of positions taken in financial instruments. Failure to operate
within our financial framework could lead to the group becoming financially distressed leading to a
loss of shareholder value. Commercial credit risk is measured and controlled to determine the
groups total credit risk. Inability to determine adequately our credit exposure could lead to
financial loss. A credit crisis affecting banks and other sectors of the economy could impact the
ability of counterparties to meet their financial obligations to the group. It could also affect
our ability to raise capital to fund growth.
Crude oil prices are generally set in US dollars, while sales of refined products may be in a
variety of currencies. Fluctuations in exchange rates can therefore give rise to foreign exchange
exposures, with a consequent impact on underlying costs and revenues.
For more information on financial instruments and financial risk factors see Financial
statements Note 24 on page 142.
Compliance and control risks
Regulatory
The oil industry is subject to regulation and intervention by governments throughout the world in
such matters as the award of exploration and production interests, the imposition of specific
drilling obligations, environmental and health and safety protection controls, controls over the
development and decommissioning of a field (including restrictions on production) and, possibly,
nationalization, expropriation, cancellation or non-renewal of contract rights. We buy, sell and
trade oil and gas products in certain regulated commodity markets. Failure to respond to changes in
trading regulations could result in regulatory action and damage to our reputation. The oil
industry is also subject to the payment of royalties and taxation, which tend to be high compared
with those payable in respect of other commercial activities, and operates in certain tax
jurisdictions that have a degree of uncertainty relating to the interpretation of, and changes to,
tax law. As a result of new laws and regulations or other factors, we could be required to curtail
or cease certain operations, or we could incur additional costs.
For more information on environmental regulation, see Environment on pages 43-45.
Ethical misconduct and non-compliance
Our code of conduct, which applies to all employees, defines our commitment to integrity,
compliance with all applicable legal requirements, high ethical standards and the behaviours and
actions we expect of our businesses and people wherever we operate. Incidents of ethical misconduct
or non-compliance with applicable laws and regulations could be damaging to our reputation and
shareholder value. Multiple events of non-compliance could call into question the integrity of our
operations.
For certain legal proceedings involving the group, see Legal proceedings on pages 95-96.
Liabilities and provisions
Changes in the external environment, such as new laws and regulations, market volatility or other
factors, could affect the adequacy of our provisions for pensions, tax, environmental and legal
liabilities.
Reporting
External reporting of financial and non-financial data is reliant on the integrity of systems and
people. Failure to report data accurately and in compliance with external standards could result in
regulatory action, legal liability and damage to our reputation.
Operational risks
Process safety
Inherent in our operations are hazards that require continuous oversight and control. There are
risks of technical integrity failure and loss of containment of hydrocarbons and other hazardous
material at operating sites or pipelines. Failure to manage these risks could result in injury or
loss of life, environmental damage, or loss of production and could result in regulatory action,
legal liability and damage to our reputation.
Personal safety
Inability to provide safe environments for our workforce and the public could lead to injuries or
loss of life and could result in regulatory action, legal liability and damage to our reputation.
Environmental
If we do not apply our resources to overcome the perceived trade-off between global access to
energy and the protection or improvement of the natural environment, we could fail to live up to
our aspirations of no or minimal damage to the environment and contributing to human progress.
Failure to comply with environmental laws, regulations and permits could lead to damage to the
environment and could result in regulatory action, legal liability and damage to our reputation.
Security
Security threats require continuous oversight and control. Acts of terrorism against our plants and
offices, pipelines, transportation or computer systems could severely disrupt business and
operations and could cause harm to people.
Product quality
Supplying customers with on-specification products is critical to maintaining our licence to
operate and our reputation in the marketplace. Failure to meet product quality standards throughout
the value chain could lead to harm to people and the environment and loss of customers.
Drilling and production
Exploration and production require high levels of investment and are subject to natural hazards and
other uncertainties, including those relating to the physical characteristics of an oil or natural
gas field. The 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.
Transportation
All modes of transportation of hydrocarbons involve inherent risks. A loss of containment of
hydrocarbons and other hazardous material could occur during transportation by road, rail, sea or
pipeline. This is a significant risk due to the potential impact of a release on the environment
and people and given the high volumes involved.
15
Table of Contents
Business review
Major project delivery
Successful execution of our group plan depends critically on implementing the activities to deliver
the major projects over the plan period. Poor delivery of any major project that underpins
production growth and/or a major programme designed to enhance shareholder value could adversely
affect our financial performance.
Digital infrastructure
The reliability and security of our digital infrastructure are critical to maintaining our business
applications availability. A breach of our digital security could cause serious damage to business
operations and, in some circumstances, could result in injury to people, damage to assets, harm to
the environment and breaches of regulations.
Business continuity and disaster recovery
Contingency plans are required to continue or recover operations following a disruption or
incident. Inability to restore or replace critical capacity to an agreed level within an agreed
timeframe would prolong the impact of any disruption and could severely affect business and
operations.
Crisis management
Crisis management plans and capability are essential to deal with emergencies at every level of our
operations. If we do not respond or are perceived not to respond in an appropriate manner to either
an external or internal crisis, our business and operations could be severely disrupted.
People and capability
Successful recruitment of new staff, employee training, development and long-term renewal of
skills, in particular technical capabilities such as petroleum engineers and scientists, are key to
implementing our plans. Inability to develop the human capacity and capability across the
organization could jeopardize performance delivery.
Treasury and trading activities
In the normal course of business, we are subject to operational risk around our treasury and
trading activities. Control of these activities is highly dependent on our ability to process,
manage and monitor a large number of complex transactions across many markets and currencies.
Shortcomings or failures in our systems, risk management methodology, internal control processes or
people could lead to disruption of our business, financial loss, regulatory intervention or damage
to our reputation.
Our systems of control
The board is responsible for the direction and oversight of BP. The board has set an overall
goal for BP, which is to maximize long-term shareholder value through the allocation of its
resources to activities in the oil, natural gas, petrochemicals and energy businesses. The board
delegates authority for achieving this goal to the group chief executive (GCE).
The board maintains five permanent committees that are composed entirely of non-executives.
The board and its committees monitor, among other things, the identification and management of the
groups risks both financial and non-financial. During the year, the boards committees engaged
with executive management, the general auditor and other monitoring and assurance providers (such
as the group compliance and ethics officer and the external auditor) on a regular basis as part of
their oversight of the groups risks. Significant incidents that occurred and managements response
to them were considered by the appropriate committee and reported to the board. (See Board
performance report on pages 65 to 76.)
The GCE maintains a comprehensive system of internal
control. This comprises the holistic set of management systems, organizational structures,
processes, standards and behaviours that are employed to conduct our business and deliver returns
for shareholders. The system is designed to meet the expectations of internal control of the
Combined Code in the UK and of COSO (committee of the sponsoring organizations for the Treadway
Commission) in the US. It addresses risks and how we should respond to them as well as the overall
control environment. Each component of the system has been designed to respond to a particular type
or collection of risks. Material risks are described within the Risk factors section (see pages 14
to 16).
Key elements of our system of internal control are: the control environment; the management of
risk and operational performance (including in relation to financial reporting); and the management
of people and individual performance. Controls include the BP code of conduct, our leadership
framework and our principles for delegation of authority, which are designed to make sure employees
understand what is expected of them.
As part of the control system, the GCEs senior team known as the executive team is
supported by sub-committees that are responsible for and monitor specific group risks. These
include the group operations risk committee (GORC), the group financial risk committee (GFRC), the
group people committee (GPC), and the group disclosures committee (GDC), which reviews the
disclosures, controls and procedures over reporting.
Operations and investments are conducted and reported in accordance with, and associated risks
are thereby managed through, relevant standards and processes. These range from group standards,
which set out processes for major areas such as safety and integrity, through to detailed
administrative instructions on issues such as fraud reporting. The GCE conducts regular performance
reviews with the segments and key functions to monitor performance and the management of risk and
to intervene if necessary. People management is based on performance objectives, through which
individuals are accountable for delivering specific elements of the group plan within agreed
boundaries.
16
Table of Contents
Business review
Forward-looking statements
In order to utilize the Safe Harbor provisions of the United States Private Securities
Litigation Reform Act of 1995, BP is providing the following cautionary statement. This document
contains certain forward-looking statements 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, plans, we see or similar expressions. In particular, among other
statements, (i) certain statements in Business review (pages 6-59), including under the headings
Outlook, with regard to strategy, management aims and objectives, future capital expenditure, the
future scrip dividend programme, future hydrocarbon production volume and the groups ability to
satisfy its long-term sales commitments from future supplies available to the group, date(s) or
period(s) in which production is scheduled or expected to come onstream or a project or action is
scheduled or expected to begin or be completed, capacity of planned plants or facilities and impact
of health, safety and environmental regulations; (ii) the statements in Business review (pages
6-48) with regard to anticipated energy demand and consumption, global economic recovery, oil and
gas prices, global reserves, expected future energy mix and the potential for cleaner and more
efficient sources of energy, management aims and objectives, strategy, production, petrochemical
and refining margins, anticipated investment in Alternative Energy, anticipated future project
developments, growth of the international businesses, Refining and Marketing investments, reserves
increases through technological developments, with regard to planned investment or other projects,
timing and ability to complete announced transactions and future regulatory actions; and (iii) the
statements in Business review (pages 49-59) with regard to the plans of the group, the cost of and
provision for future remediation programmes and environmental operating and capital expenditures,
taxation, liquidity and costs for providing pension and other post-retirement benefits; and
including under Liquidity and capital resources Trend Information, with regard to global
economic recovery, oil and gas prices, petrochemical and refining margins, production, demand for
petrochemicals, production and production growth, depreciation, underlying average quarterly charge
from Other businesses and corporate, costs, foreign exchange and energy costs, capital expenditure,
timing and proceeds of divestments, balance of cash inflows and outflows, dividend and optional
scrip dividend, cash flows, shareholder distributions, gearing, working capital, guarantees,
expected payments under contractual and commercial commitments and purchase obligations; are all
forward-looking in nature.
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; the timing of bringing new fields onstream; future
levels of industry product supply, demand and pricing; operational problems; general economic
conditions; political stability and economic growth in relevant areas of the world; changes in laws
and governmental regulations; actions by regulators; exchange rate fluctuations; development and
use of new technology; the success or otherwise of partnering; the actions of competitors; natural
disasters and adverse weather conditions; changes in public expectations and other changes to
business conditions; wars and acts of terrorism or sabotage; and other factors discussed elsewhere
in this report including under Risk factors on pages 14-16. In addition to factors set forth
elsewhere in this report, those set out above are important factors, although not exhaustive, that
may cause actual results and developments to differ materially from those expressed or implied by
these forward-looking statements.
Statements regarding
competitive position Statements referring to BPs competitive position are based on the companys belief and, in
some cases, rely on a range of sources, including investment analysts reports, independent market
studies and BPs internal assessments of market share based on publicly available information about
the financial results and performance of market participants.
Further note on certain activities
During the period covered by this report, non-US subsidiaries or other non-US entities of BP,
conducted limited activities in, or with persons from, certain countries identified by the US
Department of State as State Sponsors of Terrorism (Sanctioned Countries). These activities
continue to be insignificant to the groups financial condition and results of operations.
BP has interests in, and is the operator of, two fields and a pipeline located outside Iran in
which the National Iranian Oil Company (NIOC) and an affiliated entity have interests. BP buys
crude oil, refinery and petrochemicals feedstocks, blending components and LPG of Iranian origin or
from Iranian counterparties primarily for sale to third parties in Europe and a small portion is
used by BP in its own facilities in South Africa and Europe. Until recently BP held an equity
interest in an Iranian joint venture that has a blending facility and markets lubricants for sale
to domestic consumers. In January 2010, BP restructured its interest in the joint venture and
currently maintains its involvement through certain contractual arrangements, which it keeps under
review in light of pending legislative developments in the US. BP does not seek to obtain from the
government of Iran licences or agreements for oil and gas projects in Iran, is not conducting any
technical studies in Iran and does not own or operate any refineries or petrochemicals plants in
Iran.
BP sells lubricants in Cuba through a 50:50 joint venture there and in 2009 purchased a cargo
of naphtha from a non-Cuban counterparty that was loaded in Cuba. In Syria, lubricants are sold
through a distributor and BP obtains crude oil and refinery feedstocks for sale to third parties in
Europe. In addition, BP sells crude oil and refined products into Syria.
BP supplies fuels and lubricants to airlines and shipping companies from Sanctioned Countries
at airports and ports located outside these countries.
BP monitors its activities with Sanctioned Countries and keeps them under review to ensure
compliance with applicable laws and regulations of the US and other countries where BP operates.
17
Table of Contents
Business review
Exploration and Production
Our Exploration and Production segment includes upstream and midstream activities in 30
countries, including Angola, Azerbaijan, Canada, Egypt, Russia, Trinidad & Tobago (Trinidad),
Norway, the UK, the US and locations within Asia Pacific, Latin America, North Africa and the
Middle East, as well as gas marketing and trading activities, primarily in Canada, Europe and the
US. Upstream activities involve oil and natural gas exploration and field development and
production. Our exploration programme is currently focused around Angola, Egypt, the deepwater Gulf
of Mexico, Libya, the North Sea, Oman and onshore US. Major development areas include Algeria,
Angola, Asia Pacific, Azerbaijan, Egypt and the deepwater Gulf of Mexico. During 2009, production
came from 21 countries. The principal areas of production are Angola, Asia Pacific, Azerbaijan,
Egypt, Latin America, the Middle East, Russia, Trinidad, the UK and the US.
Midstream activities involve the ownership and management of crude oil and natural gas
pipelines, processing facilities and export terminals, LNG processing facilities and
transportation, and our NGL extraction businesses in the US, the UK, Canada and Indonesia. Our most
significant midstream pipeline interests are the Trans-Alaska Pipeline System in the US, the
Forties Pipeline System and the Central Area Transmission System pipeline, both in the UK sector of
the North Sea, the South Caucasus Pipeline (SCP), which takes gas from Azerbaijan through Georgia
to the Turkish border and the Baku-Tbilisi-Ceyhan pipeline, running through Azerbaijan, Georgia and
Turkey. Major LNG activities are located in Trinidad, Indonesia and Australia. BP is also investing
in the LNG business in Angola.
Additionally, our activities include the marketing and trading of natural gas, power and
natural gas liquids. These activities provide routes into liquid markets for BPs gas and power,
and generate margins and fees associated with the provision of physical and financial products to
third parties and additional income from asset optimization and trading.
Our oil and natural gas production assets are located onshore and offshore and include wells,
gathering centres, in-field flow lines, processing facilities, storage facilities, offshore
platforms, export systems (e.g. transit lines), pipelines and LNG plant facilities.
Upstream operations in Argentina, Bolivia, Chile, Abu Dhabi, Kazakhstan, Venezuela and Russia,
as well as some of our operations in Angola, Canada and Indonesia, are conducted through
equity-accounted entities.
Our market
The market environment in which we operate was particularly challenging during 2009, with crude oil
and natural gas prices at lower levels than we have experienced in recent history.
The annual average crude oil price declined in 2009 for the first time since 2001, breaking an
unprecedented string of seven consecutive annual increases. Dated Brent for the year averaged
$61.67 per barrel, about 37% below 2008s record average of $97.26 per barrel. Prices were lowest
at the beginning of the year as the world economy grappled with the sharpest downturn in modern
economic history.
In 2010, we expect oil market movements to continue to be driven by developments in the world
economy, by their resulting implications for oil consumption, and by OPEC production decisions.
Natural gas prices weakened in 2009 and were volatile. The average US Henry Hub First of Month
Index fell to $3.99/mmBtu in 2009, a 56% decrease from the record $9.04/mmBtu average seen in 2008.
Recession-induced demand declines and strong production caused prices to drop from $6.16/mmBtu at
the start of the year to $2.84/mmBtu in September. However, over the course of the year, the impact
was partly offset as US regional gas price differentials narrowed, driven partly by the Rockies
Express Pipeline extension allowing the transportation of larger quantities of gas out of the
Rockies area. Reduced imports from Canada, slowing US production growth and cooler temperatures
allowed prices to recover to $4.49/mmBtu by the end of the year. Prices at the UK National
Balancing Point similarly fell to an average of 30.85 pence per therm, 47% below the 2008 average
price of 58.12 pence per therm.
In 2009, there was a switch of uncontracted LNG cargoes from Asia to Europe, reflecting a
shift in relative spot prices. LNG imports to Europe have competed with pipeline imports, where the
gas price is often indexed to oil prices, as well as with marginal European gas production. On an
energy equivalent basis, gas prices were often at or below parity with coal, which led to gas
displacing coal in power generation in Europe and the US.
In the event of any recovery in the economy in 2010, both the US and UK gas markets are
expected to benefit although the price upside is likely to be constrained as a result of a record
amount of LNG expected to become available globally.
Our strategy
Our strategy is to invest to grow production safely, reliably and efficiently by:
Our performance
In Exploration and Production, safety, both personal and process, remains our highest priority.
2009 brought further improvements in personal safety with our reported recordable injury frequency
improving from 0.43 in 2008 to 0.39 in 2009. We also achieved improvements in the number of
reported process safety-related incidents and a significant reduction in the number of reported
spills.
BPs operating management system (OMS) provides us with a systematic framework for safe,
reliable and efficient operations. Throughout 2009, OMS helped us to deliver continuous improvement
in the way we manage our people, processes, plant and performance.
From onshore production facilities to offshore platforms, a total of 47 exploration and
production sites had completed their transition to OMS by the end of 2009. The remaining seven
sites are on track to transition to OMS in 2010.
18
Table of Contents
Business review
We continually seek to access resources and in 2009 this included Iraq, where, together with
China National Petroleum Corporation (CNPC), we entered into a contract with the state-owned South
Oil Company (SOC) to expand production from the Rumaila field; Jordan, where on 3 January 2010, we
received approval from the Government of Jordan to join the state-owned National Petroleum Company
(NPC) to exploit the onshore Risha concession in the north east of the country; further access in
Egypt, where we were awarded two blocks in an offshore area of the Nile Delta; Indonesia, where we
signed a production-sharing agreement (PSA) for the exploration and development of coalbed methane
in the Sanga-Sanga block, supplying gas to Indonesias largest LNG export facility and, subject to
Government of Indonesia approval, farmed into Chevrons West Papua I & III blocks; and the Gulf of
Mexico, where we were awarded 61 blocks through the Outer Continental Shelf Lease Sales 208 and
210.
In 2009, we were involved in a number of discoveries. The most significant of these were in
the deepwater Gulf of Mexico with the Tiber well; Angola, where we made three further discoveries
in the ultra deepwater Block 31; and Canada, where we discovered natural gas with the Ellice J27
well.
Seven major projects came onstream. We continue to grow our position and leverage our
experience as the largest producer in the Gulf of Mexico, starting up three projects ahead of
schedule, including the second phase of Atlantis. In addition, production commenced at our
Savonette field in Trinidad, at our Tangguh LNG project in Indonesia and, through TNK-BP, we saw
the start-up of a further two projects, in the northern hub of Kamennoye, and the Urna and
Ust-Tegus fields in the Uvat area.
Production from our established centres including the North Sea, Alaska, North America Gas
and Trinidad was on plan, with improved operating efficiency for the segment as a whole, and we
had strong production growth in the Gulf of Mexico, including excellent performance from Thunder
Horse. Production from Egypt and TNK-BP also made a strong contribution to our growth.
Production for the year was up more than 4% from last year. After adjusting for the effect of
entitlement changes in our PSAs and the effect of OPEC quota restrictions, underlying production
growtha was 5% higher than 2008.
We also reduced unit production costs through a combination of high-grading activity, improving
execution efficiency, capturing the benefits of the deflationary cost environment at the beginning
of the year and favourable foreign exchange effects. During 2009 we improved the quality of our
procurement and supply chain management organization, systems and processes, which we expect will
help deliver sustained cost efficiency in the future.
The replacement cost profit before interest and tax was $24.8 billion, a 35% decrease compared
with the record level in 2008. This result was primarily driven by lower oil and gas realizations,
lower income from equity-accounted entities and higher depreciation, partly offset by strong
underlying production growth and improved cost management, which contributed to a 12% reduction in
unit production costs. Our financial results are discussed in more detail on pages 51-52.
Total capital expenditure including acquisitions and asset exchanges in 2009 was $14.9 billion
(2008 $22.2 billion and 2007 $14.2 billion). In 2009, capital expenditure included $306 million
relating to the award of the contract to redevelop the Rumaila field in Iraq.
Development expenditure of subsidiaries incurred in 2009, excluding midstream activities, was
$10,396 million, compared with $11,767 million in 2008 and $10,153 million in 2007.
Key statistics
The table below presents our average sales price per unit of production.
19
Table of Contents
Business review
The table below presents our average production cost per unit of production.
Outlook
Our priorities remain the same safety, people and performance, focusing on the delivery of safe,
reliable and efficient operations.
In 2010, we aim to use the momentum generated in 2009 to continue to improve operational, cost
and capital efficiency, while ensuring we maintain our priorities of safe, reliable and efficient
operations. We intend to continue to focus on building personnel and technological capability for
the future. We believe our portfolio of assets is strong and well positioned to compete and grow in
a range of external conditions. Also in 2010, we intend to create a centralized developments
organization to deliver our major projects. By bringing our project expertise into one team, we
expect to continue our drive for improved capital efficiency by fully optimizing our project
designs and improving project execution.
Upstream activities
Exploration
The group explores for oil and natural gas under a wide range of licensing, joint venture and other
contractual agreements. We may do this alone or, more frequently, with partners. BP acts as
operator for many of these ventures.
Our exploration and appraisal costs, excluding lease acquisitions, in 2009 were $2,805
million, compared with $2,290 million in 2008 and $1,892 million in 2007. These costs include
exploration and appraisal drilling expenditures, which are capitalized within intangible fixed
assets, and geological and geophysical exploration costs, which are charged to income as incurred.
Approximately 68% of 2009 exploration and appraisal costs were directed towards appraisal activity.
In 2009, we participated in 503 gross (107 net) exploration and appraisal wells in 12 countries.
The principal areas of exploration and appraisal activity were Angola, Egypt, the deepwater Gulf of
Mexico, Libya, the North Sea, Oman and onshore US.
Total exploration expense in 2009 of $1,116 million (2008 $882 million and 2007 $756 million)
included the write-off of expenses related to unsuccessful drilling activities in the deepwater
Gulf of Mexico ($391 million), India ($31 million), Angola ($28 million), Egypt ($27 million), and others ($31
million).
In most cases, reserves booking from new discoveries will depend on the results of ongoing
technical and commercial evaluations, including appraisal drilling.
Reserves and production
Resource progression
BP manages its hydrocarbon resources in three major categories: prospect inventory, contingent
resources and proved reserves. When a discovery is made, volumes usually transfer from the prospect
inventory to the contingent resources category. The contingent resources move through various
sub-categories as their technical and commercial maturity increases through appraisal activity.
At the point of final investment decision, most proved reserves will be categorized as proved
undeveloped (PUD). Volumes will subsequently be recategorized from PUD to proved developed (PD) as
a consequence of development activity. When part of a wells proved reserves depends on a later
phase of activity, only that portion of proved reserves associated with existing, available
facilities and infrastructure moves to PD. The first PD bookings will typically occur at the point
of first oil or gas production. Major development projects typically take one to four years from
the time of initial booking of proved reserves to the start of production. Changes to proved
reserves bookings may be made due to analysis of new or existing data concerning production,
reservoir performance, commercial factors, acquisition and divestment activity and additional
reservoir development activity.
Contingent resources in a field will only be recategorized as proved reserves when all the
criteria for attribution of proved status have been met and the proved reserves are included in the
business plan and scheduled for development, typically within five years. Where, on occasion, the
group decides to book proved reserves where development is scheduled to commence after five years,
these proved reserves will be booked only where they satisfy the SECs criteria for attribution of
proved status. There are material volumes of proved undeveloped reserves in Angola, Trinidad, the
US, and Canada which are part of ongoing development activities for which BP has a historical track
record of completing comparable projects. In all cases, the volumes are being progressed as part of
an adopted development plan which calls for drilling of wells over an extended period of time given
the magnitude of the development.
In 2009, we converted approximately 2,061mmboe proved undeveloped reserves to proved developed
reserves through ongoing investment in our upstream development activities. Total development
expenditure in Exploration and Production, excluding midstream activities, was $12,392 million in
2009 ($10,396 million for subsidiaries and $1,996 million for equity-accounted entities). The major
areas converted in 2009 were Azerbaijan, Indonesia, Russia, Trinidad and the US.
20
Table of Contents
Business review
BP bases its proved reserves estimates on the requirement of reasonable certainty with rigorous
technical and commercial assessments based on conventional industry practice. BP only applies
technologies that have been field tested and have been demonstrated to provide reasonably certain
results with consistency and repeatability in the formation being evaluated or in an analogous
formation. BP applies high resolution seismic data for the identification of reservoir extent and
fluid contacts only where there is an overwhelming track record of success in its local
application. In certain deepwater fields, such as fields in the Gulf of Mexico, BP has booked
proved reserves before production flow tests are conducted, in part because of the significant
safety, cost and environmental implications of conducting these tests. The industry has made
substantial technological improvements in understanding, measuring and delineating reservoir
properties without the need for flow tests. To determine reasonable certainty of commercial
recovery, BP employs a general method of reserves assessment that relies on the integration of
three types of data: (1) well data used to assess the local characteristics and conditions of
reservoirs and fluids; (2) field scale seismic data to allow the interpolation and extrapolation of
these characteristics outside the immediate area of the local well control; and (3) data from
relevant analogous fields. Well data includes appraisal wells or sidetrack holes, full logging
suites, core data and fluid samples. BP considers the integration of this data in certain cases to
be superior to a flow test in providing understanding of overall reservoir performance. The
collection of data from logs, cores, wireline formation testers, pressures and fluid samples
calibrated to each other and to the seismic data can allow reservoir properties to be determined
over a greater volume than the localized volume of investigation associated with a short-term flow
test. There is a strong track record of proved reserves recorded using these methods, validated by
actual production levels.
Governance
BPs centrally controlled process for proved reserves estimation approval forms part of a holistic
and integrated system of internal control. It consists of the following elements:
BPs segment resources authority is the petroleum engineer primarily responsible for overseeing the
preparation of the reserves estimate. He has over 35 years of diversified industry experience with
the past 10 spent as the head of the reservoir management function within BP. He is a member of the
Society of Petroleum Engineers (SPE) and the Institute of Materials, Minerals and Mining. On the
retirement of the current
segment resources authority in 2010, his responsibilities for reserves estimation, governance and
compliance will be taken by the current vice president of segment reserves. The current vice
president of segment reserves has over 25 years of diversified industry experience with the past
seven spent managing the governance and compliance of BPs reserves estimation. He is a sitting
member of the SPE Oil and Gas Reserves Committee and the United Nations Economic Commission for
Europe Expert Group on Resource Classification.
For the executive directors and senior management, no specific portion of compensation bonuses
is directly related to proved reserves targets. Additions to proved reserves is one of several
indicators by which the performance of the Exploration and Production segment is assessed by the
remuneration committee for the purposes of determining compensation bonuses for the executive
directors. Other indicators include a number of financial and operational measures.
BPs variable pay programme for the other senior managers in the Exploration and Production
segment is based on individual performance contracts. Individual performance contracts are based on
agreed items from the business performance plan, one of which, if chosen, could relate to proved
reserves.
Proved reserves replacement
Total hydrocarbon proved reserves, on an oil equivalent basis including equity-accounted entities,
comprised 18,292mmboe (12,621mmboe for subsidiaries and 5,671mmboe for equity-accounted entities)
at 31 December 2009, an increase of 0.8% (increase of 0.5% for subsidiaries and increase of 1.5% for
equity-accounted entities) compared with 31 December 2008. Natural gas represents about 43% (55%
for subsidiaries and 14% for equity-accounted entities) of these reserves. The increase includes a
net decrease from acquisitions and divestments of 282mmboe, (59mmboe net decrease for subsidiaries
and 223mmboe net decrease for equity-accounted entities) largely comprising a number of assets in
Bolivia, Indonesia, Kazakhstan, Pakistan and the UK.
The proved reserves replacement ratio is the extent to which production is replaced by proved
reserves additions. This ratio is expressed in oil equivalent terms and includes changes resulting
from revisions to previous estimates, improved recovery and extensions and discoveries, and may be
expressed as a replacement ratio excluding acquisitions and divestments or as a total replacement
ratio including acquisitions and divestments. For 2009 the proved reserves replacement ratio
excluding acquisitions and divestments was 129% (121% in 2008 and 112% in 2007) for subsidiaries
and equity-accounted entities, 112% for subsidiaries alone and 164% for equity-accounted entities
alone.
In 2009, net additions to the groups proved reserves (excluding production, sales and
purchases of reserves-in-place and equity-accounted entities) amounted to 1,113mmboe (795mmboe for
equity-accounted entities), principally through improved recovery from, and extensions to, existing
fields and discoveries of new fields. Of our subsidiary reserves additions through improved
recovery from, and extensions to, existing fields and discoveries of new fields, approximately 55%
are associated with new projects and are proved undeveloped reserves additions. Volumes added in
2009 principally relied on the application of conventional technologies. The remaining additions
are in existing developments where they represent a mixture of proved developed and proved
undeveloped reserves. The principal reserves additions in our subsidiaries were in the US (Arkoma,
Mad Dog, Prudhoe Bay, Thunder Horse), the UK (Clair), Trinidad (Kapok), Angola (Pazflor) and
Australia (Jansz-Io). The principal reserves additions in our equity-accounted entities were in
Argentina (Cerro Dragon, Cuenca Marina Austral) and in Russia (Kamennoye, Samatlor).
21
Table of Contents
Business review
Compliance
International Financial Reporting Standards (IFRSs) do not provide specific guidance on reserves
disclosures. BP estimates proved reserves in accordance with SEC Rule 4-10 (a) of Regulation S-X
and relevant Compliance and Disclosure Interpretations (C&DI) and Staff Accounting Bulletins as
issued by the SEC staff. On 31 December 2008, the SEC published a revision of Rule 4-10 (a) of
Regulation S-X for the estimation of reserves. These revised rules form the basis of the 2009
year-end estimation of proved reserves and the application of the technical aspects resulted in an
immaterial increase of less than 1% to BPs total proved reserves. The reasons for the increase are
primarily due to the application of reliable technologies and inclusion of proved reserves more
than one spacing away from existing penetrations as discussed below.
By their nature, there is always some risk involved in the ultimate development and production
of proved reserves, including, but not limited to, final regulatory approval, the installation of
new or additional infrastructure as well as changes in oil and gas prices, changes in operating and
development costs and the continued availability of additional development capital. All the groups
proved reserves held in subsidiaries and equity-accounted entities are estimated by the groups
petroleum engineers.
Our proved reserves are associated with both concessions (tax and royalty arrangements) and
agreements where the group is exposed to the upstream risks and rewards of ownership, but where
title to the hydrocarbons is not conferred, such as PSAs. In a concession, the consortium of which
we are a part is entitled to the proved reserves that can be produced over the licence period,
which may be the life of the field. In a PSA, we are entitled to recover volumes that equate to
costs incurred to develop and produce the proved reserves and an agreed share of the remaining
volumes or the economic equivalent. As part of our entitlement is driven by the monetary amount of
costs to be recovered, price fluctuations will have an impact on both production volumes and
reserves. Fourteen percent of our proved reserves are associated with PSAs. The main countries in
which we operate under PSAs are Algeria, Angola, Azerbaijan, Egypt, Indonesia and Vietnam.
We disclose our share of proved reserves held in equity-accounted entities (jointly controlled
entities and associates), although we do not control these entities or the assets held by such
entities.
Production
Our total hydrocarbon production during 2009 averaged 3,998 thousand barrels of oil equivalent per
day (mboe/d). This comprised 2,684mboe/d for subsidiaries and 1,314mboe/d for equity-accounted
entities, an increase of 6.6% and a decrease of 0.5% respectively compared with 2008. For
subsidiaries, 40% of our production was in the US, 17% in Trinidad and 10% in the UK. For
equity-accounted entities, 71% of production was from Russia, 14% in the United Arab Emirates and
11% in Argentina.
The strong growth in production in 2009 benefited by about 40mboe/d on an annual basis from a
combination of the absence of a significant hurricane season and from the make-up of a prior period
underlift. As a result, we expect production in 2010 to be slightly lower than in 2009. The actual
growth rate will depend on a number of factors, including our pace of capital spending, the
efficiency of that spend, the oil price and its impact on PSAs, as well as OPEC quota restrictions.
The group and its equity-accounted entities have numerous long-term sales commitments in their
various business activities, all of which are expected to be sourced from supplies available to the
group which are not subject to priorities, curtailments or other restrictions. No single contract
or group of related contracts is material to the group.
The following tables show BPs estimated net proved reserves as at
31 December 2009.
Estimated net proved reserves of liquids at 31 December 2009a b
Estimated net proved reserves of natural
gas at 31
December 2009a
b
Net proved reserves on an oil equivalent basis
22
Table of Contents
Business review
The following tables show BPs net production by major field for 2009, 2008 and 2007.
Liquids
23
Table of Contents
Business review
Natural gas
24
Table of Contents
Business review
The following narrative reviews operations in our Exploration and Production business by
continent and country, and lists associated significant events that occurred in 2009. Where
relevant, BPs percentage working interest in oil and gas assets is shown in brackets. Working
interest is the cost-bearing ownership share of an oil or gas lease. The percentages disclosed for
certain agreements do not necessarily reflect the percentage interests in reserves and production.
North America
United States
Our activities within the US take place in three main areas: deepwater Gulf of Mexico, Lower 48
states and Alaska.
Deepwater Gulf of Mexico:
Deepwater Gulf of Mexico is our largest area of growth in the US. In addition, we are the largest
producer and acreage holder in the region.
Lower 48 states:
Our North America Gas business operates onshore in the Lower 48 states producing natural gas,
natural gas liquids and coalbed methane across 14 states. In 2009, we drilled almost 300 wells as
operator and continued to maintain a stable programme of drilling activity throughout the year.
Shale gas assets are becoming an increasingly important part of our North America Gas business:
Alaska:
BP operates 15 North Slope oil fields (including Prudhoe Bay, Endicott, Northstar, and Milne Point)
and four North Slope pipelines, and owns a significant interest in six other producing fields.
Two key aspects of BPs business strategy in Alaska are commercializing the large undeveloped
natural gas resource within our 26.4% interest in Prudhoe Bay and unlocking the large undeveloped
heavy oil resources within existing North Slope fields through the application of advanced
technology.
25
Table of Contents
Business review
Canada
In Canada, BP operates in five provinces and two territories, exploring for, developing, producing
and processing natural gas and heavy crude oil. We also hold an interest in an oil sands joint
venture with Husky Energy Inc., we market natural gas and we are the largest marketer of natural
gas liquids.
South America
Venezuela
BP has been in Venezuela since 1994 and currently participates in three equity-accounted entities.
Colombia
Our main activity in Colombia is concentrated on operating a producing field complex in the
Casanare region. In addition, we operate four principal processing plants and own pipeline
interests. BP also holds exploration rights over two blocks off Colombias northern coast in the
Caribbean Sea.
Argentina, Bolivia and Chile
BP conducts activity in the Southern Cone region of South America (Argentina, Bolivia and Chile)
through Pan American Energy (PAE), a joint venture company in which BP holds a 60% interest. As the
venture is jointly controlled with Bridas Corporation, it is accounted for using the equity method
of accounting. Most of the PAE production comes from the Cerro Dragon field in the provinces of
Chubut and Santa Cruz.
Trinidad & Tobago
BP holds exploration and production licences covering 904,000 acres offshore of the east coast.
Facilities include 12 offshore platforms and one onshore processing facility. Production is
comprised of oil, gas and NGLs.
Europe
United Kingdom
We are the largest producer of oil, the second largest producer of gas and the largest overall
producer of hydrocarbons in the UK. Key aspects of our activities in the North Sea include a focus
on in-field drilling and selected new field developments. Our development expenditure (excluding
midstream) in the UK was $751 million in 2009, compared with $907 million in 2008 and $804 million
in 2007. BP operates one NGL plant in the UK.
Significant events were:
26
Table of Contents
Business review
Rest of Europe
Our activities in the Rest of Europe are in Norway.
Africa
Angola
BP is present in four major deepwater licences offshore Angola (Blocks 15, 17, 18 and 31) and is
operator in Blocks 18 and 31. In addition, BP holds a 13.6% equity share in the first Angolan LNG
project. Technical skills developed in similar deepwater basins around the world have been applied
extensively in BPs operations in Angola.
Algeria
BP is a partner with Sonatrach and Statoil in the In Salah (BP 33.15%) and In Amenas (BP 45.89%)
projects, which supply gas to the domestic and European markets. BP is also in partnership with
Sonatrach in the Rhourde El Baguel (REB) oilfield (BP 60%), an enhanced oil recovery project 75
kilometres east of the Hassi Messaoud oilfield. In addition, BP is in partnership with Sonatrach in
the Bourarhet Sud block, located to the south-west of In Amenas.
Libya
In Libya, BP is in partnership with the Libyan Investment Corporation (LIC) to explore the onshore
Ghadames and offshore Sirt basins.
Egypt
BP is the single largest foreign investor in Egypt, with investments close to $15 billion to date.
With its partners, BP has produced almost 40% of Egypts entire oil production and close to 30% of
its gas production. The Gulf of Suez Petroleum Company (GUPCO), BPs joint venture with the
Egyptian General Petroleum Corporation, has been an industry leader in Egypt and the entire region
and covers operations in the Gulf of Suez and the Western Desert.
Asia
Western Indonesia
BP has a joint interest in Virginia Indonesia Company LLC (VICO), the operator of the Sanga-Sanga
PSA (BP 38%) supplying gas to Indonesias largest LNG export facility, the Bontang LNG plant in
Kalimantan.
Vietnam
Our upstream business in Vietnam is concentrated on the Block 6.1 offshore gas field. BP
participates in one of the countrys largest foreign investment projects, the Nam Con Son gas
project. This is an integrated resource and infrastructure project, which includes offshore gas
production, a pipeline transportation system and a power plant.
China
BPs upstream asset in the country is the Yacheng offshore gas field (BP 34.3%) in the South China
Sea, one of the biggest offshore gas fields in China. Yacheng supplies the Castle Peak Power
Company gas for up to 70% of Hong Kongs gas-fired electricity generation. Additional gas is also
sold to the Hainan Holdings Fuel & Chemical Corporation Limited.
27
Table of Contents
Business review
Azerbaijan
BP is the largest foreign investor in the country. BP operates two PSAs, Azeri-Chirag-Gunashli
(ACG) and Shah Deniz, and also holds other exploration leases.
Russia
TNK-BP
TNK-BP, an associate owned by BP (50%) and Alfa Group and Access-Renova (AAR) (50%), is an
integrated oil company operating in Russia and the Ukraine. BPs investment in TNK-BP is reported
in the Exploration and Production segment. The TNK-BP groups major assets are held in OAO TNK-BP
Holding. Other assets include the BP-branded retail sites in the Moscow region and interests in OAO
Rusia Petroleum and the OAO Slavneft group. The workforce comprises more than 52,000 people.
Sakhalin
28
Table of Contents
Business review
Kazakhstan
Middle East and Pakistan
Production in the Middle East consists principally of the production entitlement of associates in
Abu Dhabi, where we have equity interests of 9.5% and 14.67% in onshore and offshore concessions
respectively.
Iraq
Australasia
Australia
BP is one of seven partners in the North West Shelf (NWS) venture. Six partners (including BP) hold
an equal 16.67% interest in the infrastructure and oil reserves and an equal 15.78% interest in the
gas and condensate reserves, with a seventh partner owning the remaining 5.32% of gas and
condensate reserves. The NWS venture is currently the principal supplier to the domestic market in
Western Australia and one of the largest LNG export projects in Asia with five LNG trains in
operation.
Midstream activities
Oil and natural gas transportation
The group has direct or indirect interests in certain crude oil and natural gas transportation
systems. The following narrative details the significant events that occurred during 2009 by
country.
BPs onshore US crude oil and product pipelines and related transportation assets are included
under Refining and Marketing (see page 32).
Alaska
BP owns a 46.9% interest in the Trans-Alaska Pipeline System (TAPS), with the balance owned by four
other companies. BP also owns a 50% interest in a joint venture company called Denali The Alaska
Gas Pipeline (Denali). Denali has begun work on an Alaska gas pipeline project, consisting of a
gas treatment plant on Alaskas North Slope, a large diameter pipeline that is intended to pass
through Alaska into Canada, and should it be required, a large-diameter pipeline from Alberta to
the Lower 48 states. When completed, the pipeline is expected to transport approximately 4 billion
cubic feet of natural gas per day to market. Following a successful open season, Denali will seek
certification from the Federal Energy Regulatory Commission (FERC) of the US and the National
Energy Board (NEB) of Canada to move forward with project construction. Denali will manage the
project, and will own and operate the pipeline when completed. BP may consider other equity
partners, including pipeline companies, who can add value to the project and help manage the risks
involved.
Significant events were:
29
Table of Contents
Business review
North Sea
In the UK sector of the North Sea, BP operates the Forties Pipeline System (FPS) (BP 100%), an
integrated oil and NGLs transportation and processing system that handles production from more than
50 fields in the Central North Sea. The system has a capacity of more than one million barrels per
day, with average throughput in 2009 of 671mb/d. BP also operates and has a 29.5% interest in the
Central Area Transmission System (CATS), a 400-kilometre natural gas pipeline system in the central
UK sector of the North Sea. The pipeline has a transportation capacity of 1,700mmcf/d to a natural
gas terminal at Teesside in north-east England. CATS offers natural gas transportation and
processing services. In addition, BP operates the Dimlington/Easington gas processing terminal (BP
100%) on Humberside and the Sullom Voe oil and gas terminal in Shetland.
Asia
BP, as operator, manages and holds a 30.1% interest in the Baku-Tbilisi-Ceyhan (BTC) oil pipeline.
The 1,768-kilometre pipeline transports oil from the BP-operated ACG oil field in the Caspian Sea
to the eastern Mediterranean port of Ceyhan. BP is technical operator of, and holds a 25.5%
interest in, the 693-kilometre South Caucasus Pipeline (SCP), which takes gas from Azerbaijan
through Georgia to the Turkish border. In addition, BP operates the Azerbaijan section of the
Western Export Route Pipeline between Azerbaijan and the Black Sea coast of Georgia (as operator of
Azerbaijan International Operating Company).
Significant events were:
Liquefied natural gas
Our LNG activities are focused on building competitively advantaged liquefaction projects,
establishing diversified market positions to create maximum value for our upstream natural gas
resources and capturing third-party LNG supply to complement our equity flows.
Assets and significant events included:
30
Table of Contents
Business review
Gas marketing and trading activities
Gas and power marketing and trading activity is undertaken primarily in the US, Canada and Europe
to market both BP production and third-party natural gas, support LNG activities and manage market
price risk as well as to create incremental trading opportunities through the use of commodity
derivative contracts. Additionally, this activity generates fee income and enhanced margins from
sources such as the management of price risk on behalf of third-party customers. These markets are
large, liquid and volatile.
In connection with the above activities, the group uses a range of commodity derivative contracts
and storage and transport contracts. These include commodity derivatives such as futures, swaps and
options to manage price risk and forward contracts used to buy and sell gas and power in the
marketplace. Using these contracts, in combination with rights to access storage and transportation
capacity, allows the group to access advantageous pricing differences between locations, time
periods and arbitrage between markets. Natural gas futures and options are traded through
exchanges, while over-the-counter (OTC) options and swaps are used for both gas and power
transactions through bilateral and/or centrally cleared arrangements. Futures and options are
primarily used to trade the key index prices such as Henry Hub, while swaps can be tailored to
price with reference to specific delivery locations where gas and power can be bought and sold. OTC
forward contracts have evolved in both the US and UK markets, enabling gas and power to be sold
forward in a variety of locations and future periods. These contracts are used both to sell
production into the wholesale markets and as trading instruments to buy and sell gas and power in
future periods. Storage and transportation contracts allow the group to store and transport gas,
and transmit power between these locations. The group has developed a risk governance framework to
manage and oversee the financial risks associated with this trading activity, which is described in
Note 24 to the Financial statements on pages 142-147.
The range of contracts that the group enters into is described below in more detail.
Exchange-traded commodity derivatives
Exchange-traded commodity derivatives include gas and power futures contracts. Though potentially
settled physically, these contracts are typically settled financially. Gains and losses, otherwise
referred to as variation margins, are settled on a daily basis with the relevant exchange. Realized
and unrealized gains and losses on exchange-traded commodity derivatives are included in sales and
other operating revenues for accounting purposes.
OTC contracts
These contracts are typically in the form of forwards, swaps and options. Some of these contracts
are traded bilaterally between counterparties; others may be cleared by a central clearing
counterparty. These contracts can be used for both trading and risk management activities. Realized
and unrealized gains and losses on OTC contracts are included in sales and other operating revenues
for accounting purposes. Highly developed markets exist in North America and the UK where gas and
power can be bought and sold for delivery in future periods. These contracts are negotiated between
two parties to purchase and sell gas and power at a specified price, with delivery and settlement
at a future date. Typically, these contracts specify delivery terms for the underlying commodity.
Certain of these transactions are not settled physically. This can be achieved by transacting
offsetting sale or purchase contracts for the same location and delivery period that are offset
during the scheduling of delivery or dispatch. The contracts contain standard terms such as
delivery point, pricing mechanism, settlement terms and specification of the commodity. Typically,
volume and price are the main variable terms. Swaps can be contractual obligations to exchange cash
flows between two parties. One usually references a floating price and the other a fixed price,
with the net difference of the cash flows being settled. Options give the holder the right, but not
the obligation, to buy or sell natural gas products or power at a specified price on or before a
specific future date. Amounts under these derivative financial instruments are settled at expiry,
typically through netting agreements to limit credit exposure and support liquidity.
Spot and term contracts
Spot contracts are contracts to purchase or sell a commodity at the market price, typically an
index price prevailing on the delivery date when title to the inventory passes. Term contracts are
contracts to purchase or sell a commodity at regular intervals over an agreed term. Though spot and
term contracts may have a standard form, there is no offsetting mechanism in place. These
transactions result in physical delivery with operational and price risk. Spot and term contracts
relate typically to purchases of third-party gas and sales of the groups gas production to third
parties. For accounting purposes, spot and term sales are included in sales and other operating
revenues, when title passes. Similarly, spot and term purchases are included in purchases for
accounting purposes.
31
Table of Contents
Business review
Refining and Marketing
Our Refining and Marketing business is responsible for the supply and trading, refining,
manufacturing, marketing and transportation of crude oil, petroleum, petrochemicals products and
related services to wholesale and retail customers. BP markets its products in more than 80
countries. We have significant operations in Europe and North America and also manufacture and
market our products across Australasia, in China and other parts of Asia, Africa and Central and
South America.
Our organization is managed through two main business groupings: fuels value chains (FVCs) and
international businesses (IBs). The FVCs integrate the activities of refining, logistics,
marketing, supply and trading, on a regional basis, recognizing the geographic nature of the
markets in which we compete. This provides the opportunity to optimize our activities from crude
oil purchases to end-consumer sales through our physical assets (refineries, terminals, pipelines
and retail stations). The IBs include the manufacturing, supply and marketing of lubricants,
petrochemicals, aviation fuels and liquefied petroleum gas (LPG).
Our market
The 2009 operating environment was again challenging. Global oil demand contracted by approximately
1.3 million barrels per day with demand in the OECD falling for the fourth consecutive year. Crude
oil prices more than doubled during the course of the year, from a dated Brent price of $36.55 per
barrel on 1 January 2009 to $77.67 per barrel at the end of 2009, contributing to margin
volatility.
Refining margins fell sharply in 2009 as demand for oil products reduced in the wake of the global
economic recession and new refining capacity came onstream, mostly in Asia. During 2009, distillate
inventories were consistently above the top of the range of the past five years. Gasoline
inventories grew steadily and were generally at or slightly above the average level of the past
five years. As a result, the BP global indicator refining margin (GIM) averaged $4 per barrel in
2009, down $2.50 per barrel compared with 2008, with the average for the fourth-quarter of 2009 at
only $1.49 per barrel, the lowest for almost 15 years. This margin decline had a significant
adverse impact on the financial performance of the segment.
In Europe, where diesel accounts for a large proportion of regional demand, refining margins were
hit by reduced demand from commercial transport because of the economic recession. In the US, where
refining is more highly upgraded and the transport market is more gasoline oriented, margins
deteriorated less. Refining margins in Asia Pacific were the hardest hit due to substantial
additions to refining capacity in the region.
During 2009, upgrading margins were particularly poor due to stronger relative fuel oil prices and
narrow light-heavy crude spreads. This adversely impacted our highly upgraded refineries and had an
adverse impact on our financial performance in 2009 compared with 2008.
The end of 2008 and the first quarter of 2009 saw unprecedented levels of market volatility, driven
by turmoil in the financial sector and disruptions in the supply chain resulting from the economic
downturn. This high level of volatility, combined with our proprietary asset base and trading
skills, enabled us to deliver a particularly strong supply and trading result in the first quarter
of 2009. Subsequent to the first quarter, volatility returned to more normal levels.
In our IBs, we saw a decline in demand for lubricants due to the financial crisis. During the year
we saw a partial recovery in the demand for our petrochemicals products.
Our strategy
Our purpose is to be the product- and service-led arm of BP, focused on fuels, lubricants,
petrochemicals products and related services. We aim to be excellent in the markets we choose to be
in those that allow BP to serve the major energy markets of the world. We are in pursuit of
competitive returns and enduring growth, as we serve customers and promote BP and our brands
through quality products.
We believe that key to our continued success in Refining and Marketing is holding a portfolio of
quality, integrated, efficient positions and accessing available market growth in emerging markets.
We intend to do this through holding positions in advantaged integrated FVCs where we will invest
to strengthen our established positions. We also intend to retain and grow our IBs.
In 2007, we identified that the segments financial performance lagged that of our competitors,
based on our analysis of our position compared with our supermajor peers, and we launched a
programme to restore our financial performance. Our objective was to restore our performance over a
period of three to four years by focusing on achieving safe, reliable and compliant operations,
restoring missing revenues and delivering sustainable competitive returns and cash flows.
We believe our overall performance has now returned to being competitive with our supermajor peers,
but that there is significant potential for further performance improvements. In the future, we
intend to build on this by focusing on further improvements in operations, asset quality and
overall efficiency, in order to be a leading player in each of the markets in which we choose to
participate.
Our performance
Our 2009 performance has benefited from the fundamental improvements we have been making across the
business, including the measures we have taken to restore the availability of our refining system,
reduce costs and simplify the organization. The replacement cost profit before interest and tax was
$0.7 billion for 2009, compared with $4.2 billion in 2008. The result was heavily impacted by
non-operating items, which included a significant level of restructuring charges and a $1.6 billion
one-off charge to write off all the segments goodwill in the US West Coast FVC relating to our
2000 ARCO acquisition. This resulted from our annual review of goodwill as required under IFRS and
reflects the prevailing weak refining environment that, together with a review of future margin
expectations in the FVC, has led to a reduction in the expected future cash flows. The decrease in
profit was also driven by the very significantly weaker environment, where refining margins fell by
almost 40%. This was partly offset by significantly stronger operational performance in the fuels
value chains, with 93.6% Solomon refining availability, lower costs and improved performance in the
international businesses. Our financial results are discussed in more detail on pages 52-53.
Safety, both process and personal, remains our top priority. During 2009, we continued the
migration to the BP operating management system (OMS) with a continuing focus on process safety.
The OMS is described in further detail in Safety (see page 42). At the end of 2009, all our
operated refineries and petrochemicals plants were using the OMS. Within our US refineries, we
continued to implement the recommendations of the BP US Refineries Independent Safety Review Panel
and regulatory bodies (further information can be found in Safety on page 42 and in Legal
proceedings on page 95). The focus on operational integrity continues to yield positive results
across the segment. Since 2005, when we started identifying incidents by type, we have reduced the
overall number of major incidents by 90%. None of the major incidents reported in 2009 was
integrity-management related. We have also reduced the number of reported oil spills and the
recordable injury frequency in our workforce to the lowest level for 10 years. In 2009, there were
no reported workforce fatalities associated with our refining and marketing operations.
32
Table of Contents
Business review
In 2009, despite the impact on our overall results of the weak refining environment, our focus on
operations delivered significant performance improvements, both financial and operational. Solomon
availability for the year was around five percentage points higher than in 2008. Average
throughputs were up by over 130,000b/d compared with 2008, an increase of more than 6%. In
addition, 2009 has seen further improvements at our Texas City refinery. Production has ramped up
steadily during the year and availability has increased each quarter. During April 2009, the sites
Solomon availability exceeded 90% for the first time in four years.
Our financial performance also benefited from lower non-feedstock costs. In 2009, our total costs
were over 15%a lower than in 2008. In addition we reduced our headcount, excluding
retail store staff, by over 2,600 (see Financial statements Note 39 on page 172).
Key statistics
Sales and other operating revenues are analysed in more detail below.
Oil sales volumes
The following table sets out marketing sales by major product group.
Marketing volumes were 3,560mb/d, slightly lower than last year, reflecting the impact of slowing
global economies on demand for fuel and the volume effects of our business simplification.
Outlook
For 2010, although demand has stabilized, the overall economic environment is expected to continue
to be very challenging with continuing pressure on the demand for our products and on margins.
In response, our priorities in 2010 remain consistent with those in 2009 and we intend to build on
the momentum we have established around improving financial performance and operations. We will
continue to focus on delivering safe, reliable and compliant operations, improving the performance
of our integrated FVCs, in particular in the US, and driving further cost efficiencies across all
our businesses. We intend to maintain investment at 2009 levels, focused on key safety and
operational integrity priorities, maintaining our quality manufacturing and marketing portfolio,
strengthening our US Mid-West FVC business through the Whiting refinery modernization project and
continuing to grow our advantaged petrochemicals business in China.
33
Table of Contents
Business review
Fuels value chains
We have six regionally organized integrated FVCs, covering the West Coast and Mid-West regions of
the US, the Rhine region, Southern Africa, Australasia (ANZ) and Iberia. Each of these is a
material business, optimizing activities across the supply chain from crude delivery to the
refineries; manufacture of high-quality fuels to meet market demand; pipeline and terminal
infrastructure and marketing and sales to our customers. The Texas City refinery is not part of an
integrated FVC but is operated as a standalone, predominantly merchant, refining business that also
supports our marketing operations on the east and Gulf coasts of the US.
We also have a number of regionally focused fuels marketing businesses that are not integrated into
a refinery, covering the UK, France and Turkey.
In 2009, the FVCs accounted for roughly three-quarters of the operating capital
employeda in Refining and Marketing and generated just under half of the profit, after adjusting for
non-operating items and fair value accounting effects. Without these adjustments, the result for
the FVCs was a significant loss in 2009, with the most significant factor being the impairment
charge to write off all the segments goodwill in the West Coast fuels value chain.
Significant events in the FVCs in 2009 were as follows:
Refineries
BPs global refining strategy is to own and operate strategically advantaged refineries that
benefit from vertical integration with our marketing and trading operations, as well as synergies
with other parts of the groups business. Our refining focus is to maintain and improve our
competitive position through sustainable, safe, reliable, compliant and efficient operations of the
refining system and disciplined investment for integrity management, to achieve competitively
advantaged configuration and growth.
For BP, the strategic advantage of a refinery relates to its location, scale and configuration to
produce fuels from lower-cost feedstocks in line with the demand of the region. Strategic
investments in our refineries are focused on securing the safety and reliability of our assets
while improving our competitive position. In addition, we continue to invest to develop the
capability to produce the cleaner fuels that meet the requirements of our customers and their
communities.
34
Table of Contents
Business review
The following table summarizes the BP groups interests in refineries and average daily crude
distillation capacities at 31 December 2009. In July 2009, BP disposed of its 17.1% interest in
Kenya Petroleum Refineries Ltd to Essar Energy Overseas Ltd.
The following table outlines by region the volume of crude oil and feedstock processed by BP for
its own account and for third parties. Corresponding BP refinery capacity utilization data is
summarized.
35
Table of Contents
Business review
Refining throughputs in 2009 increased by 6% relative to 2008, driven principally by improved
operational performance in the US. Higher US throughputs were largely attributable to the recovery
at the Texas City refinery, partially offset by the reduced equity interest in the Toledo refinery
stemming from the Husky joint venture.
Supply and trading
The group has a long-established integrated supply and trading function responsible for delivering
value across the overall crude and oil products supply chain. This structure enables the
optimization of BPs FVCs to maintain a single interface with the oil trading markets and to
operate with a single set of trading compliance processes, systems and controls. The business is
organized along global commodity lines and with trading offices in Europe, the US and Asia, the
function is able to maintain a presence in the regionally connected global markets. The supply and
trading function has supported the Refining and Marketing segment through a period of higher
volatility of crude and oil product prices and increased credit risk following the global financial
crisis.
The function seeks to identify the best markets and prices for our crude oil, source optimal
feedstocks for our refineries and provide competitive supply for our marketing businesses. In
addition, where refinery production is surplus to marketing requirements or can be sourced more
competitively, it is sold into the market. Wherever possible, the group will look to optimize value
across the supply chain. For example, BP will often sell its own crude production into the market
and purchase alternative crude for its refineries where this will provide incremental margin.
Along with the supply activity described above, the function seeks to create incremental
trading opportunities. It enters into the full range of exchange-traded commodity derivatives,
over-the-counter (OTC) contracts and spot and term contracts that are described in detail below. In
order to facilitate the generation of trading margin from arbitrage, blending and storage
opportunities, it also both owns and contracts for storage and transport capacity. The group has
developed a risk governance framework to manage and oversee the financial risks associated with
this trading activity, which is described in the Financial statements Note 24 on pages 142-147.
The range of transactions that the group enters into is described below.
Exchange-traded commodity derivatives
These contracts are typically in the form of futures and options traded on a recognized exchange,
such as Nymex, SGX, ICE and Chicago Board of Trade. Such contracts are traded in standard
specifications for the main marker crude oils, such as Brent and West Texas Intermediate and the
main product grades, such as gasoline and gasoil. Gains and losses, otherwise referred to as
variation margins, are settled on a daily basis with the relevant exchange. These contracts are
used for the trading and risk management of both crude oil and refined products. Realized and
unrealized gains and losses on exchange-traded commodity derivatives are included in sales and
other operating revenues for accounting purposes.
OTC contracts
These contracts are typically in the form of forwards, swaps and options. Some of these contracts
are traded bilaterally between counterparties; others may be cleared by a central clearing
counterparty. These contracts can be used both as part of trading and risk management activities.
Realized and unrealized gains and losses on OTC contracts are included in sales and other operating
revenues for accounting purposes.
The main grades of crude oil bought and sold forward using standard contracts are West Texas
Intermediate and a standard North Sea crude blend (Brent, Forties and Osberg or BFO). Although the
contracts specify physical delivery terms for each crude blend, a significant volume are not
settled physically. The contracts typically contain standard delivery, pricing and settlement
terms. Additionally, the BFO contract specifies a standard volume and tolerance given that the
physically settled transactions are delivered by cargo. Swaps are often contractual obligations to
exchange cash flows between two parties: a typical swap transaction usually references a floating
price and a fixed price with the net difference of the cash flows being settled. Options give the
holder the right, but not the obligation, to buy or sell crude or oil products at a specified price
on or before a specific future date. Amounts under these derivative financial instruments are
settled at expiry, typically through netting agreements, to limit credit exposure and support
liquidity.
Spot and term contracts
Spot contracts are contracts to purchase or sell crude and oil products at the market price
prevailing on or around the delivery date when title to the inventory is taken. Term contracts are
contracts to purchase or sell a commodity at regular intervals over an agreed term. Though spot and
term contracts may have a standard form, there is no offsetting mechanism in place. These
transactions result in physical delivery with operational and price risk. Spot and term contracts
relate typically to purchases of crude for a refinery, purchases of products for marketing, sales
of the groups oil production and sales of the groups oil products. For accounting purposes, spot
and term sales are included in sales and other operating revenues, when title passes. Similarly,
spot and term purchases are included in purchases for accounting purposes.
Fuels marketing and logistics
Our fuels strategy focuses on optimizing the integrated value of each FVC that is responsible for
the delivery of ground fuels to the market. We do this by co-ordinating our marketing, refining and
trading activities to maximize synergies across the whole value chain. Our priorities are to
operate an advantaged infrastructure and logistics network (which includes pipelines, storage
terminals and road or rail tankers), drive excellence in operating and transactional processes and
deliver compelling customer offers in the various markets where we operate. The fuels business
markets a comprehensive range of refined oil products primarily focused on the ground fuels sector.
The ground fuels business supplies fuel and related convenience services to retail consumers
through company-owned and franchised retail sites as well as other channels including wholesalers
and jobbers. It also supplies commercial customers within the transport and industrial sectors.
Our retail network is largely concentrated in Europe and the US but also has established
operations in Australasia, southern and eastern Africa. We are developing networks in China in two
separate joint ventures, one with Petrochina and the other with China Petroleum and Chemical
Corporation (Sinopec).
36
Table of Contents
Business review
At 31 December 2009, BPs worldwide network consisted of some 22,400 sites branded BP, Amoco, ARCO
and Aral, around the same as in the previous year. We continue to improve the efficiency of our
retail network and increase the consistency of our site offer through a process of regular review.
In 2009, we sold over 600 company-owned sites to dealers, jobbers and franchisees who continue to
operate these sites under the BP brand. In addition we sold around 1,200 sites in Greece to
Hellenic Petroleum, which will continue to be operated under the BP brand through a brand licensing
agreement. We also divested around 100 company-owned sites to third parties.
Our retail convenience operations offer consumers a range of food, drink and other consumables
and services on the fuel forecourt in a convenient and innovative manner. The convenience offer
includes brands such as ampm, Wild Bean Café and Petit Bistro.
During 2009, we continued the implementation of our ampm convenience retail franchise model in
the US. We expect this model to provide a reliable, long-term sales outlet for transport fuels from
our refinery systems, together with reduced costs and lower levels of capital investment. Overall
in the US, by the end of 2009 there were 11,500 branded retail sites of which 1,200 were branded
ampm, compared with 11,700 and 1,100 respectively at the beginning of 2009.
In Europe, we are one of the largest forecourt convenience retailers, with about 2,500
convenience retail sites in 10 countries. We are growing our food-on-the-go and fresh grocery
services through BP-owned brands and partnerships with leading retailers such as Marks & Spencer.
In addition, at the end of 2009, we had approximately 500 sites outside Europe and the US in
countries such as Australia, New Zealand and South Africa.
International businesses
Our IBs provide quality products and offers to customers in more than 80 countries worldwide with a
significant focus on Europe, North America and Asia. Our products include aviation fuels,
lubricants that meet the needs of various industries and consumers, LPG, and a range of
petrochemicals that are sold for use in the manufacture of other products such as fabrics, fibres
and various plastics. We believe each of these IBs is competitively advantaged in the markets in
which we have chosen to participate. Such advantage is derived from several factors, including
location, proximity of manufacturing assets to markets, physical asset quality, operational
efficiency, technology advantage and the strength of our brands. Each business has a clear strategy
focused on investing in its key assets and market positions in order to deliver value to its
customers and outperform its competitors.
In 2009, the IBs accounted for just under a quarter of the segments operating capital
employeda and just over half the profit, after adjusting for non-operating items and
fair value accounting effects. Without these adjustments, the profit for the IBs more than offset
the loss for the FVCs.
Significant events in the international businesses in 2009 were:
Lubricants
We manufacture and market lubricants and related products and services to the automotive,
industrial, marine and energy markets across the world. Following a decision to simplify and focus
our channels of trade, we now sell products direct to our customers in around 46 countries and use
approved local distributors for the remaining locations. Customer focus, distinctive brands,
superior technology and relationships remain the cornerstones of our long-term strategy.
BP markets primarily through its major brands of Castrol and BP, and also the Aral brand in
some specific markets. Castrol is recognized as one of the most powerful lubricants brands
worldwide and we believe it provides us with a significant competitive advantage. In the automotive
lubricants sector, we supply lubricants and other related products and services to intermediate
customers such as retailers and workshops. These, in turn, serve end-consumers such as car, truck
and motorcycle owners in the mature markets of Western Europe and North America as well as the
markets of Russia, China, India, the Middle East, South America and Africa, which we believe have
the potential for significant long-term growth. In 2009, more than 30% of pre-tax operating income
was generated from emerging markets.
BP marine lubricants is one of the largest global suppliers of lubricants to the marine
industry. We supply many types of vessels from bulkers to container ships to dredgers and cruise
ships, with global presence in over 850 ports. BPs industrial lubricants business is a leading
supplier to those sectors of the market involved in the manufacture of automobiles, trucks,
machinery components and steel. BP is also a leading supplier of lubricants for the offshore oil
and aviation industries.
Petrochemicals
Our petrochemicals operations comprise the global Aromatics & Acetyls businesses (A&A) and the
Olefins & Derivatives (O&D) businesses, predominantly in Asia. New investments are targeted
principally in the higher-growth Asian markets.
In A&A we manufacture and market three main product lines: purified terephthalic acid (PTA),
paraxylene (PX) and acetic acid. Our strategy is to leverage our industry-leading technology in
selected markets, to grow the business and to deliver industry-leading returns. PTA is a raw
material used in the manufacture of polyesters used in fibres, textiles and film, and polyethylene
terephthalate (PET) bottles. Acetic acid is a versatile intermediate chemical used in a variety of
products such as paints, adhesives and solvents, as well as its use in the production of PTA. We
have a strong global market share in the PTA and acetic acid markets with a major manufacturing
presence in Asia, particularly China. PX is a feedstock for PTA production. In addition to these
three main products, we produce a number of other speciality petrochemicals products. We have a
total of 14 manufacturing sites operating in the UK, the US, Belgium, China, Indonesia, Korea,
Malaysia and Taiwan, including our joint ventures.
In O&D, we crack naptha and ethane as feedstocks to produce ethylene and other products and
derivatives, within equity-accounted entities.
37
Table of Contents
Business review
Our O&D business has operations in both China and Malaysia. In China, our SECCO joint venture
between BP, Sinopec and its subsidiary, Shanghai Petrochemical Company, is the largest olefins
cracker in China. SECCO is BPs single largest investment in China. This naphtha cracker produces
ethylene and propylene plus derivatives acrylonitrile, polyethylene, polypropylene, styrene,
polystyrene, butadiene and other products. In Malaysia, BP participates in two joint ventures:
Ethylene Malaysia Sdn. Bhd. (EMSB), which produces ethylene from gas feedstock in a joint venture
between BP, Petronas and Idemitsu; while Polyethylene Malaysia Sdn. Bhd. (PEMSB) produces
polyethylene in a joint venture between BP and Petronas. BP also owns one other naphtha cracker
site outside of Asia, which is integrated with our Gelsenkirchen refinery in Germany.
The following table shows BPs petrochemicals production capacity at 31 December 2009. This
production capacity is based on the original design capacity of the plants plus expansions.
BP share of petrochemicals production capacitya b
Global fuels
The supply of aviation fuels and LPG is run globally in the global fuels SPU.
Air BP is one of the worlds largest and best known aviation fuels suppliers, serving many of
the major commercial airlines as well as the general aviation and military sectors. During 2009,
which was another tough year for the aviation industry, we continued to simplify our geographical
footprint by exiting non-core countries and we now supply customers in 64 countries. This has
allowed us to reduce working capital and improve returns on operating capital employed.
We have annual marketing sales in excess of 25 billion litres. Air BPs strategic aim is to
grow its position in the core locations of Europe, the US, Australasia and the Middle East, while
focusing its portfolio towards airports that offer long-term competitive advantage.
The LPG business sells bulk, bottled, automotive and wholesale LPG products to a wide range of
customers in 12 countries. During the past few years, our LPG business has consolidated its
position and introduced new consumer offers in established markets, developed opportunities in
growth markets and pursued new demand such as the German Autogas market. In 2009, we have divested
non-core operations and focused our asset base around sustainable marketing operations. Annual
sales are in excess of 2 million tonnes per annum.
Other businesses and corporate
Other businesses and corporate comprises the Alternative Energy business, Shipping, the groups
aluminium asset, Treasury (which includes interest income on the groups cash and cash
equivalents), and corporate activities worldwide.
The financial results of Other businesses and corporate are discussed on page 53.
Key statistics
Alternative Energy
Alternative Energy comprises BPs low-carbon businesses and future growth options outside oil and
gas. Alternative Energy is focused on four key businesses, which we believe have the potential to
be a material source of low-carbon energy and are aligned with BPs core capabilities. These are
biofuels, wind, solar, and hydrogen power and carbon capture and storage (CCS).
Our market
It is now well accepted that a more diverse mix of energy will be required to meet future demand.
The International Energy Association (IEA)a estimates that world energy demand could be
40% higher than at present by 2030, driven largely by China and India. The IEA also projects that
higher fossil-fuel prices, as well as increasing concerns over energy security and climate change,
could boost the share of wind and solar electricity generation from 1% in 2007 to 6% in 2030, and
the biofuels share of transport fuels from 1% in 2007 to 4% in 2030b.
Our performance
Alternative Energy made good progress in 2009. Our wind business has added 279MW of capacity
including the construction of two wind farms in the US Fowler Ridge II in Indiana and Titan I in
South Dakota taking the total capacity in commercial operation to 711MW (1,237MW gross) at the
end of 2009. In our solar business, we completed the restructuring of our manufacturing facilities
and increased unit sales 25% over 2008. Our biofuels business is investing in advanced
technologies. We have our first joint-venture ethanol refinery in Brazil and another joint-venture
facility is under construction in the UK.
Since 2005, we have invested more than $4 billionc in Alternative Energy, in line
with our commitment to invest $8 billion by 2015.
38
Table of Contents
Business review
Biofuels
BP has a key role to play in enabling the transport sector to respond to the dual challenges of
energy security and climate change. We have embarked on a focused programme of biofuels development
based around the most efficient transformation of sustainable and low-cost sugars into a range of
fuel molecules. BP continues to invest throughout the entire biofuels value chain from sustainable
feedstocks that minimize pressure on food supplies through to the development of the advantaged
fuel molecule biobutanol. BP has production facilities operating, or in the planning and
construction phases, in the US, Brazil and the UK.
In 2009, we announced a $45-million investment in a joint venture with Verenium which plans to
construct a facility to produce lignocellulosic bioethanol in Florida, US. This investment builds
on the $90-million investment made by BP in 2008 to further develop existing Verenium technical
work and develop a demonstration plant at commercial scale. In August, BP also announced a
$10-million multi-year agreement with Martek Biosciences Corporation to establish proof of concept
for large-scale microbial biodiesel production through the fermentation of sugars.
The blending and distribution of biofuels continues to be carried out by our Refining and
Marketing segment, in line with regulation. BP is one of the largest blenders and marketers of
biofuels in the world.
Wind
In wind power, BP has focused its portfolio in the US, where we believe the most attractive
opportunities exist and where we have developed one of the leading wind portfolios.
During 2009, we announced the completion of phase I of the 100MW Flat Ridge Wind Farm in
Barber County, Kansas. BP and Westar Energy, Inc. each own 50% of phase 1 of the wind farm. BP
sells its share of the output to Westar. In addition, commercial operations commenced at the Fowler
Ridge Wind Farm in Benton County, Indiana, the largest wind farm in the US Midwest at 600MW, where
BP and Dominion are equal partners in 300MW. BP and Sempra Generation are equal partners in 200MW,
and 100MW is wholly-owned by BP. Full commercial operation also began at our wholly-owned 25MW
Titan I Wind Farm in South Dakota.
As a result, BP has increased its net wind generation capacity to 711MW during 2009, an
increase of 65% over the prior year. This net increase in capacity includes the disposal of 78MW of
our wind interests in India as part of our focus on US wind.
Solar
2009 was quite challenging in the solar market due to weak demand in the first half year and a
significant decrease in module sales prices of about 40%. However, BP Solar was successful in
increasing unit sales by 41MW to 203MW, an increase of 25% over 2008.
BP Solars organization, with over 1,700 employees worldwide, is headquartered in San
Francisco, California, in the US. BP Solar is structured to serve the residential, commercial, and
utility markets with sales and marketing offices in major markets around the world. Our
manufacturing facilities are located in Frederick, Maryland, US; and joint venture manufacturing is
located in Xian, China and Bangalore, Indiaa.
During 2009, BP Solar continued to restructure manufacturing to reduce costs and, as part of
this programme, module assembly was phased out in Maryland and our cell manufacture and module
assembly facilities in Madrid, Spain, were closed. Wafer and cell manufacturing facilities in
Maryland and joint venture manufacturing sites in China and India continue to supply BP Solar.
Hydrogen power and CCS
BP has played a leading role in the CCS industry for more than 10 years, and today focuses on both
full-scale projects and a continuing programme of research and technology development. The Hydrogen
Energy International Limited joint venture, which was formed to develop hydrogen power projects in
2007, is now wholly owned by BP following an agreement with Rio Tinto to sell its 50% share.
The two companies are continuing to develop the Hydrogen Energy California 250MW power project
with CCS through the Hydrogen Energy International LLC joint venture, which secured $308 million of
Department of Energy (DoE) funding during 2009. The funding award was made to California as part of
the American Recovery Reinvestment Act of 2009 and is part of the third round of the DoEs Clean
Coal Power Initiative.
Separately, the 400MW Hydrogen Power Abu Dhabi project with CCS reached an important
milestone, with the Abu Dhabi environmental regulators approval of the environment and social
impact assessment. The project is a joint venture between BP (40%) and Masdar (60%).
Shipping
We transport our products across oceans, around coastlines and along waterways, using a combination
of BP-operated, time-chartered and spot-chartered vessels. All vessels conducting BP activities are
subject to our health, safety, security and environmental requirements. The primary purpose of our
shipping and chartering activities is the transportation of our hydrocarbon products. In addition,
we may use surplus capacity to transport third-party products.
International fleet
The size of our managed international fleet has not changed since 2008. At the end of 2009, we had
54 international vessels (37 medium-size crude and product carriers, four very large crude
carriers, one North Sea shuttle tanker, eight LNG carriers and four LPG carriers). All these ships
are double-hulled. Of the eight LNG carriers, BP manages one on behalf of a joint venture in which
it is a participant and operates seven LNG carriers.
Regional and specialist vessels
In Alaska, we retain a fleet of four double-hulled vessels. Outside the US, we had 14 specialist
vessels (two double-hulled lubricants oil barges and 12 offshore support vessels).
Time-charter vessels
BP has 104 hydrocarbon-carrying vessels above 600 deadweight tonnes on time-charter, of which 102
are double-hulled. All these vessels participate in BPs Time Charter Assurance Programme.
Spot-charter vessels
BP spot-charters vessels, typically for single voyages. These vessels are always vetted for safety
assurance prior to use.
Other vessels
BP uses various craft such as tugs, crew boats and seismic vessels in support of the groups
business. We also use sub-600 deadweight tonne barges to carry hydrocarbons on inland waterways.
39
Table of Contents
Business review
Maritime security issues
At a strategic level, BP avoids known areas of pirate attack or armed robbery; where this is not
possible for trading reasons and we consider it safe to do so, we will continue to trade vessels
through these areas, subject to the adoption of heightened security measures.
2009 has seen continuing pirate activity in the Gulf of Aden, extending into the Indian Ocean
(from the east coast of Somalia to beyond the Seychelles) and a significant increase in the number
of international shipping incidents. The number of vessels actually hijacked has remained roughly
the same as 2008, as a result of heightened awareness to the threat, and protective measures
adopted by transiting ships.
At present, we follow available military and government agency advice and are participating in
protective group transits through the Gulf of Aden Maritime Security Patrol Area transit corridor.
BP supports the protective measures recommended in the international shipping industry guide Best
Management Practices to Deter Piracy in the Gulf of Adena.
Aluminium
Our aluminium business is a non-integrated producer and marketer of rolled aluminium products,
headquartered in Louisville, Kentucky, US. Production facilities are located in Logan County,
Kentucky, and are jointly owned with Novelis. The primary activity of our aluminium business is the
supply of aluminium coil to the beverage can business, which it manufactures primarily from
recycled aluminium.
Treasury
Treasury manages the financing of the group centrally, ensuring liquidity sufficient to meet group
requirements and manages key financial risks including interest rate, foreign exchange, pension and
financial institution credit risk. From locations in the UK, the US and the Asia Pacific region,
Treasury provides the interface between BP and the international financial markets and supports the
financing of BPs projects around the world. Treasury trades foreign exchange and interest rate
products in the financial markets, hedging group exposures and generating incremental value through
optimizing and managing flows. Trading activities are underpinned by the compliance, control, and
risk management infrastructure common to all BP trading activities.
Insurance
The group generally restricts its purchase of insurance to situations where this is required for
legal or contractual reasons. This is because external insurance is not considered an economic
means of financing losses for the group. Losses are therefore borne as they arise, rather than
being spread over time through insurance premiums with attendant transaction costs. This position
is reviewed periodically.
Research and technology
Research and technology (R&T) has a critical role to play in addressing the worlds energy
challenges, from fundamental research through to wide-scale deployment. BPs model is one of
selective technology leadership, where we have chosen 20 major technology programmes 10 in
Exploration and Production, seven in Refining and Marketing and three focused on lower-carbon value
chains.
Inside the business segments, the full breadth of these activities is carried out in service
of competitive business performance and new business development, through research and development
(R&D) or acquisition of new technologies. The central R&T group provides leadership and assurance
for scientific and technological activities across BP with a focus on having the right capability
in critical areas, overseeing the quality of BPs major technology programmes, and illuminating the
potential of emerging science. External assurance is achieved through the Technology Advisory
Council, which advises the board and executive management on the state of research and technology
within BP. The Council comprises typically eight to 10 world-leading and eminent industrialists and
academics.
R&D is carried out using a balance of internal and external resources. Involving third parties
in the various steps of technology development and application enables a wider range of ideas and
technologies to be considered and implemented, improving the impact of research and development
activities and the leverage of our spend.
Across the group, expenditure on R&D for 2009 was $587 million, compared with $595 million in
2008 and $566 million in 2007. See Financial statements Note 11 on page 132. Despite the economic
downturn of 2009, R&D spending remained roughly flat. In addition we increased our focus on value
realization from the application of technology (including field trials), and capability
development, which are not included in the headline R&D expenditure.
In our Exploration and Production segment, we selectively focus on 10 flagship technology
programmes which have the greatest business impact. We consider that each has the potential to add
more than one billion boe to reserves through their development and deployment in our assets
worldwide. These technologies continue to contribute to exploration and production success in
Alaska, Angola, Azerbaijan, Egypt, North Africa, the North Sea, Trinidad and the deepwater Gulf of
Mexico. 2009 highlights from four of these flagships include:
40
Table of Contents
Business review
In our Refining and Marketing segment, technology is delivering performance improvements across all
businesses. For example:
BPs Alternative Energy portfolio covers a wide range of renewable and low-carbon energy
technologies.
Collaboration plays an important role across the breadth of BPs research and development
activities, but particularly in those areas that benefit from fundamental scientific research:
41
Table of Contents
Business review
Corporate responsibility
Safety
Safety, people and performance are BPs top priorities. We constantly seek to improve our safety
performance through the procedures, processes and training programmes that we implement in pursuit
of our goal of no accidents, no harm to people and no damage to the environment.
In 2009, a third-party-operated helicopter carrying contractors from BPs Miller platform
crashed in the North Sea resulting in the tragic loss of 16 lives. In addition, BP sustained two
fatalities within our own operations, one, when a rig worker was lost overboard during drilling
operations in Azerbaijan and a second, in a crush injury on a well pad in Alaska.
We deeply regret the loss of these lives.
Safety and operational performance
In 2009, BPs safety record continued to improve, as indicated by measures of personal safety
including reported recordable injury frequency (RIF) and days away from work case frequency
(DAFWC).
Our overall RIF of 0.34 was significantly lower than the rate of 0.43 in 2008 and 0.48 in
2007. Our DAFWCF was 0.069, an improvement on the level of 0.080 in 2008.
In 2009, eight work-related major incidents were reported, compared with 21 in 2008. Major
incidents include incidents resulting in fatalities, significant property damage or significant
environmental impacts. All fatalities and other major incidents and many that have the potential to
become major incidents, are discussed by the group operations risk committee (GORC), chaired by the
group chief executive. Our mandatory internal requirement to undertake incident investigations
seeks to ensure that we learn as much as possible from each incident and take action to prevent
re-occurrence.
There were 234 oil spills of one barrel or more reported in 2009, a significant reduction on
the 335 spills that occurred in 2008. The reported volume of oil spilled in 2009 was approximately
1,191 million litres, a reduction of 65% compared with 2008.
This performance follows several years of intense focus on training and procedures across BP.
BPs operating management system (OMS), which provides a single operating framework for all BP
operations, is a key part of continuing to drive a rigorous approach to safe operations. 2009
marked an important year in the continuing implementation of OMS.
Safe, reliable and responsible operations
Having been introduced at eight operating sites in 2008, implementation of the OMS gathered pace in
2009. The system was up and running at 70 operations across the business by the end of the year,
including all our operated refineries and petrochemicals plants. This represents around 80% of the
operations for which OMS implementation is planned, with the remainder scheduled to be live by the
end of 2010.
Taking a systematic approach is integral to improving safety and operating performance in
every BP site. Our OMS covers all areas from process safety, to personal health, to environmental
performance. By applying consistent principles and processes across the BP groups operations, the
system provides for an integrated and consistent way of working. These principles and processes are
designed to simplify the organization, improve productivity, enable consistent execution and focus
BP on performance.
Capability development
Having built a safety and operations learning framework to enhance the capability of our staff to
deliver safe, reliable, responsible and efficient operations, we defined target populations for
these programmes more accurately in 2009.
More than 2,700 front-line operational leaders across our global operations have started one
or more of the modules within the Operating Essentials programme which seeks to embed the BP way of
operating as defined by OMS. Our Operations Academy (OA), a partnership with the Massachusetts
Institute of Technology (MIT), is also now well established. Seven cadres of senior operations
staff have already attended this academy and three of these have graduated: all are applying their
learning and having a deep influence in the operations community. We also have an Executive
Operations Programme which has continued to support the executive team and senior business leaders
in the development of their unique operations capability requirements.
Process safety management
We continued to implement the 2007 recommendations made by the BP US Refineries Independent Safety
Review Panel (Panel), which following the incident at Texas City in 2005, reviewed process safety
management at our US refineries and our safety management culture.
In accordance with those recommendations, we appointed an Independent Expert for a five-year
term to monitor their implementation. We again co-operated closely with the Independent Expert in
2009, providing him access to our sites, personnel and documentation and routinely supplying him
with progress reports. In the Independent Experts second annual report, published in 2009, he
acknowledged BPs sustained focus on its safety and operations agenda and the priority given by
executive management and the board to safe, reliable and responsible operations. The report
identified areas for continued focus and highlighted the progress made in several areas, including
the development of capability programmes, OMS implementation, safety and operations auditing, and
the improvement of metrics to monitor process safety performance. During the course of 2009, we
also provided regular progress updates to the Safety, Ethics and Environment Assurance Committee of
the board.
See Legal proceedings on pages 95-96 in respect of ongoing Texas City refinery matters.
By the end of 2009 our safety and operations audit team had audited a total of 94 BP
businesses, including all major operating sites, within a three-year period. The audits, which in
2009 included pilot audits for analysis against the requirements of the OMS, have provided a
rigorous process for assessing our businesses against BPs relevant standards and requirements.
We also participated in industry-wide forums on process safety. We chaired the API/ANSI
multi-stakeholder group developing a standard for public reporting of leading and lagging process
safety indicators. Through this and other bodies, we shared our learning with other organizations
within and outside the oil and gas industry.
Six-point plan
Our efforts on process safety included taking action to close out our six-point plan for process
safety, which was launched in 2006 to address immediate priorities for improving process safety and
minimizing risk at our operations worldwide. We have either completed the required actions or
integrated the few continuing requirements within the OMS, for tracking to completion. We
established a clear approach for future monitoring of these within the internal HSE & Operations
Integrity Report. This report, which is the key source of management information relating to safety
and operations in BP, is prepared quarterly for the GORC.
42
Table of Contents
Business review
Environment
Climate change
BP recognizes that climate change is a global concern representing a significant challenge for
society, the energy industry, and BP.
We monitor and report on greenhouse gas (GHG) emissionsa, and we manage our GHG
emissions through a focus on operational energy efficiency. Each year since 2002, we have estimated
the reduction in our reported annual emissions due to efficiency projects and the running total of
these estimated reductions is now 7.9 million tonnes (Mte), including 0.3Mte estimated for the last
year.
However, last years sustainable reductions have been more than offset by additional emissions
from increased operational activity. As such, we are reporting 65.0Mte of GHG emissions for the
year 2009, 3.6Mte higher than the 61.4Mte reported for 2008. Increased throughput from US
refineries, the start-up of our Tangguh LNG project in Indonesia and deepwater production platforms
in the Gulf of Mexico account for much of this increase.
We expect that additional regulation of GHG emissions in the future and international accords
aimed at addressing climate change will have an increasing impact on our businesses, operating
costs and strategic planning, but may also offer opportunities in the development of low-carbon
technologies and businesses. See Regulation Greenhouse gas regulation on page 44.
To address this expectation, we factor a carbon cost into our investment appraisals and the
engineering design of new projects. We do this by requiring projects to make realistic assumptions
about the likely carbon price during the lifetime of the project. This is used as a basis for
assessing the economic value of the investment, and for assessing options to optimize the way the
project is engineered. This is our way of evaluating investments to ensure they are competitive not
only in todays world but in a future where carbon has a more robust price.
Environmental management
During 2009, we began integrating our environmental management systems into our operating
management system (OMS) and piloted an integrated approach to identify potential environmental and
social impacts in new projects. These are intended to improve our consistency and effectiveness in
identifying and mitigating the environmental and social impacts of our operations. Our major
operating sites are all certified under the international environmental management system standard
ISO 14001, with the exception of the Texas City petrochemicals plant which is seeking certification
in 2010.
None of our new projects entered a protected area in 2009. Our protected areas classification
includes the International Union for the Conservation of Nature (IUCN) I-IV, Ramsar and World
Heritage designations.
We continue to strengthen our processes for managing compliance with environmental regulations
in each of the countries in which we operate. In addition, each employee is required to comply with
the health, safety and environmental requirements of the BP code of conduct. We expect our
partners, suppliers and contractors to comply with legal requirements and operate consistently with
the principles of our code of conduct.
Information on the environmental impact of our operations and our efforts to manage resources
responsibly are discussed in our annual BP Sustainability Report which is available on our website
at www.bp.com/sustainability.
Technology development
BP invests in, or jointly funds, research and development seeking opportunities to reduce our
potential environmental impacts, for example, sound and marine life research, a range of water
management projects and advanced drill cuttings treatment. BP also participates in public and
private partnerships to develop new technologies. These include:
Regulation
BP operates in more than 80 countries and is subject to a wide variety of environmental regulations
concerning our products, operations and activities. Current and proposed fuel and product
specifications, emission controls and climate change programmes under a number of environmental
laws may have a significant effect on the production, sale and profitability of many of our
products.
There also are environmental laws that require us to remediate and restore areas damaged by
the accidental or unauthorized release of hazardous materials or petroleum associated with our
operations. These laws may apply to sites that BP currently owns or operates, sites that it
previously owned or operated, or sites used for the disposal of its and other parties waste.
Provisions for environmental restoration and remediation are made when a clean-up is probable and
the amount of BPs legal obligation can be reliably estimated. The cost of future environmental
remediation obligations is often inherently difficult to estimate. Uncertainties can include the
extent of contamination, the appropriate corrective actions, technological feasibility and BPs
share of liability. See Financial statements Note 34 on page 158 for the amounts provided in
respect of environmental remediation and decommissioning.
A number of pending or anticipated governmental proceedings against BP and certain
subsidiaries under environmental laws could result in monetary sanctions of $100,000 or more. We
are also subject to environmental claims for personal injury and property damage alleging the
release or exposure to hazardous substances. The costs associated with such future environmental
remediation obligations, governmental proceedings and claims could be significant and may be
material to the results of operations in the period in which they are recognized, but it is not
expected that such costs will be material to the groups overall results of operations, our
financial position or liquidity. However, we cannot accurately predict the effects of future
developments on the group, such as stricter environmental laws or enforcement policies or future
events at our facilities, and there can be no assurance that material liabilities and costs will
not be incurred in the future. For a discussion of the groups environmental expenditure see page
56.
43
Table of Contents
Business review
Greenhouse gas regulation
Increasing concerns about climate change have led to a number of international, national and
regional measures to limit greenhouse gas emissions; additional stricter measures can be expected
in the future. Current measures and developments affecting our businesses include the following:
Each of these measures can increase our production costs for certain products, increase demand for
competing energy alternatives or products with lower-carbon intensity and affect the sales of many
of our products.
US and EU regulations
Approximately 60% of our fixed assets are located in the US and the EU. US and EU environment and
health and safety regulations significantly affect BPs exploration and production, refining,
marketing, transportation and shipping operations. Significant legislation in the US and the EU
affecting our businesses and profitability includes the following:
United States
44
Table of Contents
Business review
The US refineries of BP Products North America Inc (BP Products) are subject to a consent decree
with the EPA to resolve alleged violations of the CAA and implementation of the decrees
requirements continues. A 2009 amendment to the decree resolves remaining alleged air violations at
the Texas City refinery through the payment of a $12 million civil fine, a $6 million supplemental
environmental project and enhanced CAA compliance measures estimated to cost approximately $150
million. The fine has been paid and BP Products is implementing the other provisions. For further
disclosures relating to Texas City refinery, please see Legal proceedings on pages 95-96.
Various environmental groups and the EPA have challenged certain aspects of the operating
permit issued by the Indiana Department of Environmental Management (IDEM) for our upgrades to the
Whiting refinery. In response to these challenges, IDEM has reviewed the permits and responded
formally to the EPA. The EPA either through IDEM or directly can cause the permit to be modified,
reissued or in extremis terminated or revoked. BP is in discussions with the EPA and IDEM over
these issues and clean air act violations at the Whiting, Toledo, Carson and Cherry Point
refineries. Settlement negotiations continue in an effort to resolve these matters.
European Union
BPs operations in the EU are subject to a number of current and proposed regulatory requirements
that affect our operations and profitability. These include:
Maritime regulations
BP Shippings operations are subject to extensive national and international regulations governing
liability, operations, training, spill prevention and insurance. These include:
To meet its financial responsibility requirements, BP Shipping maintains marine liability pollution
insurance to a maximum limit of $1 billion for each occurrence through mutual insurance
associations (P&I Clubs) but there can be no assurance that a spill will necessarily be adequately
covered by insurance or that liabilities will not exceed insurance recoveries.
45
Table of Contents
Business review
Employees
People and their capabilities are fundamental to our sustainability as a business. To build an
enduring business in an increasingly complex and competitive industry, we need people with
world-class capabilities, ranging from deepwater drilling and operating refineries to negotiating
with governments and planning wind farms.
We had approximately 80,300 employees at 31 December 2009, compared with approximately 92,000
at 31 December 2008. This reduction principally reflects the transfer of our convenience retail
sites to a franchise model and the progress we have made in making BP a simpler, more efficient
organization.
Our focus in 2009 has been on ensuring we have the right people in the right roles including
renewal of the group leader population. We are seeking to promote continuous improvement by
embedding the BP leadership framework throughout the organization. This framework sets out how BP
leaders are expected to behave in delivering our strategy and achieving sustained high performance.
We are striving for deeper skills development and continuing to align reward frameworks to promote
our desired behaviours and outcomes. Diversity and inclusion (D&I) is an important part of all our
people processes in BP and involves acknowledging, valuing and leveraging our similarities and
differences for business success.
We have made significant progress in changing the culture of the group to one with a stronger
performance focus and which places more value on deep specialist skills and expertise. Creating
this culture has required us to enhance our approach to performance management at the business,
team and individual level and to align performance and reward outcomes.
We have completed the second cycle of our redesigned performance management and reward process
to ensure that there is a direct link between performance and incentive reward. Throughout the
organization we have also achieved greater differentiation of performance ratings and, as a result,
in incentive compensation spend. We believe this will continue to improve the performance focus of
businesses and individuals.
In managing our people, we seek to attract, develop and retain highly talented individuals in
order to maintain BPs capability to deliver our strategy and plans. Our three-year graduate
development programme currently has 1,400 participants from all over the world.
We are focusing on the need for deep specialist skills. Accordingly, we have increased
external hiring in infrastructure and technical areas. The energy industry faces a shortage of
professionals such as petroleum engineers. The number of experienced workers retiring is expected
to exceed that of new graduate hires. To help address this issue we are developing more robust
resourcing plans supported by
initiatives aimed at increasing the numbers of recruits and diversifying the sources from which we
recruit. The external hiring initiatives are supported by plans for accelerated discipline
development, prioritized deployment and retention schemes.
The continuous improvement we are making to performance management and reward will help ensure
that BP meets the expectations of these new recruits who are highly mobile and whose skills are in
high demand.
We aim to ensure equal opportunity in recruitment, career development, promotion, training and
reward for all employees, including those with disabilities. Where existing employees become
disabled, our policy is to provide continuing employment and training wherever practicable.
We have revitalized our approach to D&I. In 2009, the focus has been to re-establish D&I as a
corporate priority. There is now clear ownership by the business of D&I plans which are the direct
responsibility of the relevant SPU or function. Each SPU and function has a D&I plan against which
progress is measured. In addition the group chief executive chairs the global D&I council. This
council is supported by a North American regional council and segment councils. We are creating
momentum which we expect will lead to sustainable progress on D&I.
The group people committee, formed in 2007, continues to take overall responsibility for
policy decisions relating to employees. In 2009, this included senior level talent review and
succession planning, embedding of D&I plans in the businesses and the structure of long-term
incentive plans.
We continue to increase the number of local leaders and employees in our operations so that
they reflect the communities in which we operate. For example, in Colombia, national employees now
make up 98% of BPs team, while in Azerbaijan, the proportion is around 85%. By 2020, more than
half our operations are expected to be in non-OECD countries and we see this as an opportunity to
develop a new generation of experts and skilled employees.
At the end of 2009, 14% of our top 492 group leaders were female and 21% came from countries
other than the UK and the US. When we started tracking the composition of our group leadership in
2000, these percentages were 9% and 14% respectively. We continue to raise our senior leaders
awareness of D&I, and further training is planned in 2010.
We aim to develop our leaders internally, although we recruit outside the group when we do not
have specialist skills in-house or when exceptional people are available. In 2009, we appointed 40
people to positions in the group leadership population. Of these, 20 were internal candidates.
46
Table of Contents
Business review
The Leadership Framework is being embedded through access to management development programmes and
progress will be measured by a new 360° feedback tool. The group-wide management development
programme, Managing Essentials Effective Performance Conversations, has now run in 41 countries.
A further five programmes have been developed in 2009 which address particular leadership
challenges faced by the group leader, senior level leader and first level leader populations.
We provide development opportunities for all our employees, including external and on-the-job
training, international assignments, mentoring, team development days, workshops, seminars and
online learning. We encourage all employees to take five training days per year.
Through our ShareMatch plan, run in around 65 countries, we match BP shares purchased by
employees.
Communications with employees include magazines, intranet sites, DVDs, targeted emails and
face-to-face communication. Team meetings are the core of our employee engagement, complemented by
formal processes through works councils in parts of Europe. These communications, along with
training programmes, are designed to contribute to employee development and motivation by raising
awareness of financial, economic, social and environmental factors affecting our performance.
The group seeks to maintain constructive relationships with labour unions.
In 2008, we received feedback through our employee engagement surveys that, while there was
still very high loyalty to BP as a company, employee engagement was declining as we worked through
the difficult actions needed to turn around our performance. In response, we have made it a
priority to ensure that BPs group leaders are better equipped to tell our story and engage their
staff in supporting our strategy.
The progress we have made in employee engagement is evident from the results from our 2009
employee survey. The response rate for the survey improved year on year with 57% of people
completing the survey, up from 42% in 2008. The Employee Satisfaction Index and our Pulse survey
scores for Performance culture and Safety and Compliance culture all improved year on year.
We continue to make significant efforts to communicate the intent and progress of our ongoing
cost-efficiency programmes, to minimize any potential negative perceptions within the business. We
have moved quickly to manage these people and performance changes while keeping the focus on
safety, continuous improvement and sustainable change. These improvements are expected to continue
in 2010, but we have already delivered material reductions in complexity, cost and headcount.
The code of conduct
We have a code of conduct designed to ensure that all employees comply with legal requirements and
our own standards. The code defines what BP expects of its people in key areas such as safety,
workplace behaviour, bribery and corruption and financial integrity. Our employee concerns
programme, OpenTalk, enables employees to seek guidance on the code of conduct as well as to report
suspected breaches of compliance or other concerns. The number of cases raised through OpenTalk in
2009 was 874, compared with 925 in 2008.
In the US, former US district court judge Stanley Sporkin acts as an ombudsperson. Employees
and contractors can contact him confidentially to report any suspected breach of compliance, ethics
or the code of conduct, including safety concerns.
We take steps to identify and correct areas of non-compliance and take disciplinary action
where appropriate. In 2009, 524 dismissals were reported by BPs businesses for non-compliance or
unethical behaviour. This number excludes dismissals of staff employed at our retail service
station sites, for incidents such as thefts of small amounts of money.
BP continues to apply a policy that the group will not participate directly in party political
activity or make any political contributions, whether in cash or in kind. Specifically, BP made no
donations to UK or other EU political parties or organizations in 2009.
Social and community issues
Contributing to communities
We seek to make a positive difference wherever we operate. To do this, we take action that is
relevant to local circumstances, mutually beneficial and designed to create enduring, as opposed to
short-term, solutions. Our investments in education and local enterprise development aim to build
local capability as part of our business agenda, either through our local employees or through the
provision of goods and services.
As a global energy company, BP operates in a diverse range of countries and in a variety of
environmental and social conditions. A common feature of these operations is the lifespan of our
projects some BP projects might last as long as 30-40 years. This longevity requires that BP
seeks to cultivate and maintain enduring relationships with the communities and governments in
these areas. To do this, BP is committed to finding solutions that create mutual benefit: work with
local communities, agencies and organizations on finding solutions to issues that can bring benefit
to both the local operations as well as help to meet community development needs over a projects
lifespan.
We always seek solutions that are aligned to the strategy of our local businesses. For
example, in education we support projects that contribute to the wider sustainable development
agenda of the particular country but also develop skills and capabilities that are relevant to BP.
In doing this, we involve ourselves, as appropriate, in supporting the enhancement of the
availability, quality and relevance of education offerings, particularly technical education. This
can range from the development of new geo-science and petro-technical offerings at universities, to
the support for English language-based technical training, to the support for a broader
understanding of the legal aspects of oil and gas management for policy makers, to the basics of
the oil industry for journalists.
In some instances we get involved in supporting elements of macro-economic planning to ensure
that issues such as good revenue management practices can enable wider national development. In
doing this we usually facilitate access to world class policy thinkers on a range of issues through
BPs global relationships with leading education institutions.
We also seek to support the development of the local supply chain as a way of deepening the
involvement of local enterprise in BP business activities. The way we do this depends on local
conditions but can include training, business advisory services or financing programmes that aim to
help develop existing business products and services, improve internal standards and practices, or
create new small enterprises.
We support various voluntary, multi-stakeholder initiatives aimed at sharing best practice and
improving industry-wide management of key social and economic challenges. We are a member of the
Extractive Industries Transparency Initiative (EITI), which supports the creation of a standardized
process for transparent reporting of company payments and government revenues from oil, gas and
mining. We are also members of the Voluntary Principles on Security and Human Rights through which
we have developed a robust internal process designed to ensure that the security of our operations
around the world is maintained in a manner consistent with our group stance on human rights.
We make direct contributions to communities through community programmes. Our total
contribution in 2009 was $106.8 million, which included $1.3 million to UK charities. The majority
of our community expenditure was directed towards education and technical training projects.
47
Table of Contents
Business review
In 2009, we spent $55 million promoting education, with investment in three broad areas: tertiary
and post secondary level support for engineering; energy industry-related areas such as geo-science
and business leadership skills; and supporting the improvement of science and technology teaching
within basic education.
Relationships with suppliers
and contractors Essential contracts
BP has contractual and other arrangements with numerous third parties in support of its business
activities. This report does not contain information about any of these third parties as none of
our arrangements with them are considered to be essential to the business of BP.
Suppliers and contractors
Our processes are designed to enable us to choose suppliers carefully on merit, avoiding conflicts
of interest and inappropriate gifts and entertainment. We expect suppliers to comply with legal
requirements and we seek to do business with suppliers who act in line with BPs commitments to
compliance and ethics, as outlined in our code of conduct. We engage with suppliers in a variety of
ways, including performance review meetings to identify mutually advantageous ways to improve
performance.
Creditor payment policy and practice
Statutory regulations issued under the UK Companies Act 2006 require companies to make a statement
of their policy and practice in respect of the payment of trade creditors. In view of the
international nature of the groups operations there is no specific group-wide policy in respect of
payments to suppliers. Relationships with suppliers are, however, governed by the groups policy
commitment to long-term relationships founded on trust and mutual advantage. Within this overall
policy, individual operating companies are responsible for agreeing terms and conditions for their
business transactions and ensuring that suppliers are aware of the terms of payment.
Regulation of the groups business
BPs activities, including its oil and gas exploration and production, pipelines and
transportation, refining and marketing, petrochemicals production, trading, alternative energy and
shipping activities, are conducted in many different countries and are therefore subject to a broad
range of EU, US, international, regional and local legislation and regulations, including
legislation that implements international conventions and protocols. These cover virtually all
aspects of our activities and include matters such as licence acquisition, production rates,
royalties, environmental, health and safety protection, fuel specifications and transportation,
trading, pricing, anti-trust, export, taxes and foreign exchange.
The terms and conditions of the leases, licences and contracts under which our oil and gas
interests are held vary from country to country. These leases, licences and contracts are generally
granted by or entered into with a government entity or state company and are sometimes entered into
with private property owners. These arrangements with governmental or state entities usually take
the form of licences or production-sharing agreements (PSAs). Arrangements with private property
owners are usually in the form of leases.
Licences (or concessions) give the holder the right to explore for and exploit a commercial
discovery. Under a licence, the holder bears the risk of exploration, development and production
activities and provides the financing for these operations. In principle, the licence holder is
entitled to all production, minus any royalties that are payable in kind. A licence holder is
generally required to pay production taxes or royalties, which may be in cash or in kind. Less
typically, BP may explore for and exploit hydrocarbons under a service agreement with the host
entity in exchange for reimbursement of costs and/or a fee paid in cash rather than production.
PSAs entered into with a government entity or state company generally require BP to provide
all the financing and bear the risk of exploration and production activities in exchange for a
share of the production remaining after royalties, if any.
In certain countries, separate licences are required for exploration and production activities
and, in certain cases, production licences are limited to a portion of the area covered by the
exploration licence. Both exploration and production licences are generally for a specified period
of time (except for licences in the US, which typically remain in effect until production ceases).
The term of BPs licences and the extent to which these licences may be renewed vary by area.
Frequently, BP conducts its exploration and production activities in joint ventures with other
international oil companies, state companies or private companies.
In general, BP is required to pay income tax on income generated from production activities
(whether under a licence or PSAs). In addition, depending on the area, BPs production activities
may be subject to a range of other taxes, levies and assessments, including special petroleum taxes
and revenue taxes. The taxes imposed on oil and gas production profits and activities may be
substantially higher than those imposed on other activities, particularly in Abu Dhabi, Angola,
Egypt, Norway, the UK, the US, Russia, South America and Trinidad & Tobago.
For a discussion of environmental and certain health and safety regulations and environmental
proceedings, see Environment on pages 43-45. See also Legal proceedings on pages 95-96.
Organizational structure
The significant subsidiaries of the group at 31 December 2009 and the group percentage of ordinary
share capital (to the nearest whole number) are set out in Financial
statements Note 43 on pages
175-176. See Financial statements Notes 22 and 23 on pages 140 and 141 respectively for
information on significant jointly controlled entities and associates of the group.
48
Table of Contents
Business review
Financial performance
Group results
The following summarizes the groups results.
For a discussion of the business environment in 2007-2009, see Group overview on page 8.
Profit attributable to BP shareholders
Profit attributable to BP shareholders for the year ended 31 December 2009 was $16,578 million,
including inventory holding gains, net of tax, of $2,623 million and a net charge for non-operating
items, after tax, of $1,067 million. In addition, fair value accounting effects had a favourable
impact, net of tax, of $445 million relative to managements measure of performance. Inventory
holding gains and losses, net of tax, are described in footnote (a) below. Further information on
non-operating items and fair value accounting effects can be found on pages 54-55.
Profit attributable to BP shareholders for the year ended
31 December 2008 was $21,157 million, including inventory holding losses, net of tax, of $4,436
million and a net charge for non-operating items, after tax, of $796 million. In addition, fair
value accounting effects had a favourable impact, net of tax, of $146 million relative to
managements measure of performance. Inventory holdings gains or losses, net of tax, are described
in footnote (a) below.
Profit attributable to BP shareholders for the year ended
31 December 2007 was $20,845 million, including inventory holding gains, net of tax, of $2,475
million and a net charge for non-operating items, after tax, of $373 million. In addition, fair
value accounting effects had an unfavourable impact, net of tax, of $198 million relative to
managements measure of performance. Further information on non-operating items and fair value
accounting effects can be found on pages 54-55.
The primary additional factors reflected in profit for 2009, compared with 2008, were lower
realizations and refining margins and higher depreciation, partly offset by higher production,
stronger operational performance and lower costs.
The primary additional factors reflected in profit for 2008, compared with 2007, were higher
realizations, a higher contribution from the gas marketing and trading business, improved oil
supply and trading performance, improved marketing performance and strong cost management; however,
these positive effects were partly offset by weaker refining margins, particularly in the US,
higher production taxes, higher depreciation, and adverse foreign exchange impacts.
Profits and margins for the group and for individual business segments can vary significantly
from period to period as a result of changes in such factors as oil prices, natural gas prices and
refining margins. Accordingly, the results for the current and prior periods do not necessarily
reflect trends, nor do they provide indicators of results for future periods.
Employee numbers were approximately 80,300 at 31 December 2009, 92,000 at 31 December 2008 and
98,100 at 31 December 2007.
Management believes this information is useful to illustrate to investors the fact that crude
oil and product prices can vary significantly from period to period and that the impact on our
reported result under IFRS can be significant. Inventory holding gains and losses vary from period
to period due principally to changes in oil prices as well as changes to underlying inventory
levels. In order for investors to understand the operating performance of the group excluding the
impact of oil price changes on the replacement of inventories, and to make comparisons of operating
performance between reporting periods, BPs management believes it is helpful to disclose this
information.
Capital expenditure and acquisitions
Capital expenditure and acquisitions in 2009, 2008 and 2007 amounted to $20,309 million, $30,700
million and $20,641 million respectively. In 2008, this included $4,731 million in respect of our
transaction with Husky Energy Inc. and $3,667 million in respect of our purchase of all of
Chesapeake Energy Corporations interest in the Arkoma Basin Woodford Shale assets and the purchase
of a 25% interest in Chesapeakes Fayetteville Shale assets. Acquisitions in 2007 included the
remaining 31% of the Rotterdam (Nerefco) refinery from Chevrons Netherlands manufacturing company.
Excluding acquisitions and asset exchanges, capital expenditure for 2009 was $20,001 million
compared with $28,186 million in 2008 and $19,194 million in 2007.
49
Table of Contents
Business review
Finance costs and net finance expense relating to pensions and other post-retirement benefits
Finance costs comprise interest payable less amounts capitalized, and interest accretion on
provisions and long-term other payables. Finance costs in 2009 were $1,110 million compared with
$1,547 million in 2008 and $1,393 million in 2007. The decrease in 2009, when compared with 2008,
is largely attributable to the reduction in interest rates. The increase in 2008, when compared
with 2007, is largely the outcome of reductions in capitalized interest as capital construction
projects concluded.
Net finance expense relating to pensions and other post-retirement benefits in 2009 was $192
million compared with net finance income of $591 million and $652 million in 2008 and 2007
respectively. The expected return on assets decreased significantly in 2009 as the pension asset
base reduced, consistent with falls in equity markets during 2008.
Taxation
The charge for corporate taxes in 2009 was $8,365 million, compared with $12,617 million in 2008
and $10,442 million in 2007. The effective tax rate was 33% in 2009, 37% in 2008 and 33% in 2007.
The group earns income in many countries and, on average, pays taxes at rates higher than the UK
statutory rate of 28%. The decrease in the effective tax rate in 2009 compared with 2008 primarily
reflects a higher proportion of income from associates and jointly controlled entities where tax is
included in the pre-tax operating result, foreign exchange effects and changes to the geographical
mix of the groups income. The increase in the effective rate in 2008 compared with 2007 primarily
reflects the change in the country mix of the groups income, resulting in a higher overall tax
burden.
Segment results
Profit before interest and taxation, which is before finance costs, net finance income or expense,
taxation and minority interests, was $26,426 million in 2009, $35,239 million in 2008 and $32,352
million in 2007.
Analysis of replacement cost profit before interest and tax and reconciliation to profit before taxationa
aIFRS requires that the measure of profit or loss disclosed for each operating
segment is the measure that is provided regularly to the chief operating decision maker for the
purposes of performance assessment and resource allocation. For BP, this measure of profit or loss
is replacement cost profit before interest and tax. In addition, a reconciliation is required
between the total of the operating segments measures of profit or loss and the group profit or
loss before taxation. bReplacement cost profit reflects the replacement cost of supplies. The replacement
cost profit for the period is arrived at by excluding from profit inventory holding gains and
losses and their associated tax effect. Replacement cost profit for the group is not a recognized
GAAP measure. Further information on inventory holding gains and
losses is provided on page 49.
50
Table of Contents
Business review
Exploration and Production
51
Table of Contents
Business review
Sales and other operating revenues for 2009 were $58 billion, compared with $86 billion in 2008 and
$66 billion in 2007. The decrease in 2009 primarily reflected lower oil and gas realizations. The
increase in 2008 compared with 2007 primarily reflected higher oil and gas realizations; gas
marketing sales also increased primarily as a result of higher prices.
The replacement cost profit before interest and tax for the year ended 31 December 2009 was
$24,800 million. This included a net credit for non-operating items of $2,265 million (see page
54), with the most significant items being gains on the sale of operations (primarily from the
disposal of our 46% stake in LukArco, the sale of our 49.9% interest in Kazakhstan Pipeline
Ventures LLC and the sale of BP West Java Limited in Indonesia) and fair value gains on embedded
derivatives. In addition, fair value accounting effects had a favourable impact of $919 million
relative to managements measure of performance (see page 55).
The replacement cost profit before interest and tax for the year ended 31 December 2008 was
$38,308 million. This included a net charge for non-operating items of $990 million (see page 54),
with the most significant items being net impairment charges and net fair value losses on embedded
derivatives, partly offset by the reversal of certain provisions. The impairment charge included a
$517 million write-down of our investment in Rosneft based on its quoted market price at the end of
the year. In addition, fair value accounting effects had an unfavourable impact of $282 million
relative to managements measure of performance (see page 55).
The replacement cost profit before interest and tax for the year ended 31 December 2007 was
$27,602 million. This included a net credit from non-operating items of $491 million (see page 54),
with the most significant items being net gains from the sale of assets (primarily from the
disposal of our production and gas infrastructure in the Netherlands, our interests in non-core
Permian assets in the US and our interests in the Entrada field in the Gulf of Mexico), partly
offset by a restructuring charge and a charge in respect of the reassessment of certain provisions.
In addition, fair value accounting effects had a favourable impact of $48 million relative to
managements measure of performance (see page 55).
The primary additional factor contributing to the 35% decrease in the replacement cost profit
before interest and tax for the year ended
31 December 2009 compared with the year ended 31 December 2008 was lower realizations. In addition,
the result was impacted by lower income from equity-accounted entities and higher depreciation but
the result benefited from higher production and lower costs, as a result of our continued focus on
cost management.
The primary additional factor contributing to the 39% increase in the replacement cost profit
before interest and tax for the year ended
31 December 2008 compared with the year ended 31 December 2007 was higher realizations. In
addition, the result reflected a higher contribution from the gas marketing and trading business
but was impacted by higher production taxes and higher depreciation. The impact of inflation within
other costs was mitigated by rigorous cost control and a focus on simplification and efficiency.
Reported production for 2009 was 3,998mboe/d (2,684mboe/d for subsidiaries and 1,314mboe/d for
equity-accounted entities) compared with 3,838mboe/d in 2008 (2,517mboe/d for subsidiaries and
1,321mboe/d for equity-accounted entities), an increase of 4%. After adjusting for entitlement
impacts in our PSAs and the effect of OPEC quota restrictions, the increase was 5%. This reflected
continued strong operational performance and the start-up of seven major projects in 2009.
Reported production for 2008 was 3,838mboe/d (2,517mboe/d for subsidiaries and 1,321mboe/d for
equity-accounted entities), compared with 3,818mboe/d in 2007 (2,549mboe/d for subsidiaries and
1,269mboe/d for equity-accounted entities). In aggregate, after adjusting for the effect of lower
entitlement in our PSAs, 2008 production was 5% higher than 2007. This reflected strong performance
from our existing assets, the continued ramp-up of production following the start-up of major
projects in late 2007 and the start-up of nine major projects in 2008.
Refining and Marketing
52
Table of Contents
Business review
Sales and other operating revenues are explained in more detail below.
Sales and other operating revenues for 2009 were $213 billion, compared with $320 billion in 2008
and $250 billion in 2007. The decrease in 2009 compared with 2008 primarily reflected a decrease in
prices. The increase in 2008 compared with 2007 primarily reflected an increase in revenues from
marketing, spot and term sales of refined products, mainly driven by higher prices. Additionally,
revenues from sales of crude oil through spot and term contracts increased as a result of higher
prices, partly offset by lower volumes.
The replacement cost profit before interest and tax for the year ended 31 December 2009 was
$743 million. This included a net charge for non-operating items
of $2,603 million (see page 54).
The most significant non-operating items were restructuring charges and a $1.6 billion one-off,
non-cash, loss to impair all the segments goodwill in the US West Coast fuels value chain relating
to our 2000 ARCO acquisition. In addition, fair value accounting effects had an unfavourable impact
of $261 million relative to managements measure of performance (see page 55).
The replacement cost profit before interest and tax for the year ended 31 December 2008 was
$4,176 million. This included a net credit for non-operating items of $347 million (see page 54).
The most significant non-operating items were net gains on disposal (primarily in respect of the
gain recognized on the contribution of the Toledo refinery to a joint venture with Husky Energy
Inc.) partly offset by restructuring charges. In addition, fair value accounting effects had a
favourable impact of $511 million relative to managements measure of performance (see page 55).
The replacement cost profit before interest and tax for the year ended 31 December 2007 was
$2,621 million. This included a net charge for non-operating items of $952 million (see page 54).
The most significant non-operating items were net disposal gains (primarily related to the sale of
BPs Coryton refinery in the UK, its interest in the West Texas pipeline system in the US and its
interest in the Samsung Petrochemical Company in South Korea), net impairment charges (primarily
related to the sale of the majority of our US convenience retail business, a write-down of certain
assets at our Hull site in the UK and a write-down of our retail assets in Mexico) and a charge
related to the March 2005 Texas City refinery incident. In addition, fair value accounting effects
had an unfavourable impact of $357 million relative to managements measure of performance (see
page 55).
During 2009, our performance was also driven by the significantly weaker environment, where
refining margins fell by almost 40%. This was partly offset by significantly stronger operational
performance in the fuels value chains, with 93.6% refining availability; lower costs and improved
performance in the international businesses.
During 2008, significant performance improvements in both our fuels value chains and international
businesses mitigated cost inflation and, to a large extent, the much weaker environment. The main
sources of improvement were from restoring the revenues of our refining operations; improved supply
and trading performance; improved marketing performance, particularly from the international
businesses, and reduced costs. The cost reductions were driven by the simplification of our
business structure through the establishment of fuels value chains and a reduction in our
geographical footprint, as well as by strong cost management. The most significant environmental
factor was the weaker refining environment compared with 2007, particularly due to lower refining
margins in the US and the adverse impact in the second half of 2008 of prior-month pricing of
domestic pipeline barrels for our US refining system, but there were also adverse foreign exchange
effects.
Refining throughputs in 2009 were 2,287mb/d, 132mb/d higher than in 2008. Refining
availability was 93.6%, 4.8 percentage points higher than in 2008, the increase being driven
primarily by the restoration of availability at our Texas City refinery. Marketing volumes at
3,560mb/d were around 4.1% lower than in 2008.
Other businesses and corporate
Other businesses and corporate comprises the Alternative Energy business, Shipping, the groups
aluminium asset, Treasury (which includes interest income on the groups cash, cash equivalents),
and corporate activities worldwide.
The replacement cost loss before interest and tax for the year ended 31 December 2009 was
$2,322 million and included a net charge for non-operating items of $489 million (see page 54).
The primary additional factors affecting 2009s result compared with that of 2008 were a
weaker margin environment for Shipping and our BP Solar business and adverse foreign exchange
effects.
The replacement cost loss before interest and tax for the year ended 31 December 2008 was
$1,223 million and included a net charge for non-operating items of $633 million (see page 54).
The replacement cost loss before interest and tax for the year ended 31 December 2007 was
$1,209 million and included a net charge for non-operating items of $262 million (see page 54).
53
Table of Contents
Business review
Non-operating items
Non-operating items are charges and credits arising in consolidated entities that BP discloses
separately because it considers such disclosures to be meaningful and relevant to investors. The
main categories of non-operating items in the periods presented are: impairments; gains or losses
on sale of fixed assets and the sale of
businesses; environmental remediation costs; restructuring, integration and rationalization costs;
and changes in the fair value of embedded derivatives. These disclosures are provided in order to
enable investors better to understand and evaluate the groups financial performance. These items
are not separately recognized under IFRS. An analysis of non-operating items is shown in the table
below.
54
Table of Contents
Business review
Non-GAAP information on fair value accounting effects
BP uses derivative instruments to manage the economic exposure relating to inventories above normal
operating requirements of crude oil, natural gas and petroleum products as well as certain
contracts to supply physical volumes at future dates. Under IFRS, these inventories and contracts
are recorded at historic cost and on an accruals basis respectively. The related derivative
instruments, however, are required to be recorded at fair value with gains and losses recognized in
income because hedge accounting is either not permitted or not followed, principally due to the
impracticality of effectiveness testing requirements. Therefore, measurement differences in
relation to recognition of gains and losses occur. Gains and losses on these inventories and
contracts are not recognized until the commodity is sold in a subsequent accounting period. Gains
and losses on the related derivative commodity contracts are recognized in the income statement
from the time the derivative commodity contract is entered into on a fair value basis using forward
prices consistent with the contract maturity.
IFRS requires that inventory held for trading be recorded at its fair value using period end
spot prices whereas any related derivative commodity instruments are required to be recorded at
values based on forward prices consistent with the contract maturity. Depending on market
conditions, these forward prices can be either higher or lower than spot prices resulting in
measurement differences.
BP enters into contracts for pipelines and storage capacity that, under IFRS, are recorded on an
accruals basis. These contracts are risk-managed using a variety of derivative instruments which
are fair valued under IFRS. This results in measurement differences in relation to recognition of
gains and losses.
The way that BP manages the economic exposures described above, and measures performance
internally, differs from the way these activities are measured under IFRS. BP calculates this
difference for consolidated entities by comparing the IFRS result with managements internal
measure of performance, under which the inventory and the supply and capacity contracts in question
are valued based on fair value using relevant forward prices prevailing at the end of the period.
We believe that disclosing managements estimate of this difference provides useful information for
investors because it enables investors to see the economic effect of these activities as a whole.
The impacts of fair value accounting effects, relative to managements internal measure of
performance, are shown in the table below. A reconciliation to GAAP information is set out below.
Reconciliation of non-GAAP information
55
Table of Contents
Business review
Environmental expenditure
Operating and capital expenditure on the prevention, control, abatement or elimination of air,
water and solid waste pollution is often not incurred as a separately identifiable transaction.
Instead, it may form part of a larger transaction that includes, for example, normal maintenance
expenditure. The figures for environmental operating and capital expenditure in the table are
therefore estimates, based on the definitions and guidelines of the American Petroleum Institute.
Environmental operating expenditure of $701 million in 2009 was lower than in 2008, due to a
reduction in new projects undertaken. In addition, there was a significant reduction in the sulphur
oil premium paid due to a greater use of low-sulphur fuel.
Environmental operating expenditure of $755 million in 2008 was higher than in 2007 and
reflected continuing integrity management activity. There were no individually significant factors
driving the increase.
Similar levels of operating and capital expenditures are expected in the foreseeable future.
In addition to operating and capital expenditures, we also create provisions for future
environmental remediation. Expenditure against such provisions normally occurs in subsequent
periods and is not included in environmental operating expenditure reported for such periods. The
charge for environmental remediation provisions in 2009 included $582 million resulting from a
reassessment of existing site obligations and $6 million in respect of provisions for new sites.
Provisions for environmental remediation are recognized when a clean-up is probable and the
amount of the obligation can be reliably estimated. Generally, this coincides with the commitment
to a formal plan of action or, if earlier, on divestment or on closure of inactive sites.
The extent and cost of future environmental restoration, remediation and abatement programmes are
inherently difficult to estimate. They often depend on the extent of contamination, and the
associated impact and timing of the corrective actions required, technological feasibility and BPs
share of liability. Though the costs of future programmes could be significant and may be material
to the results of operations in the period in which they are recognized, it is not expected that
such costs will be material to the groups overall results of operations or financial position.
In addition, we recognize provisions on installation of our oil- and gas-producing assets and
related pipelines to meet the cost of eventual decommissioning. On installation of an oil or
natural gas production facility a provision is established that represents the discounted value of
the expected future cost of decommissioning the asset. Additionally, we undertake periodic reviews
of existing provisions. These reviews take account of revised cost assumptions, changes in
decommissioning requirements and any technological developments. The level of increase in the
decommissioning provision varies with the number of new fields coming onstream in a particular year
and the outcome of the periodic reviews.
Provisions for environmental remediation and decommissioning are usually recognized on a
discounted basis, as required by IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
Further details of decommissioning and environmental provisions appear in Financial statements
Note 34 on page 158. See also Environment on pages 43-45.
56
Table of Contents
Business review
Liquidity and capital resources
Cash flow
The following table summarizes the groups cash flows.
Net cash provided by operating activities for the year ended
31 December 2009 was $27,716 million compared with $38,095 million for 2008 reflecting a decrease
in profit before taxation of $9,159 million, an increase in working capital requirements of $8,944
million and a decrease in dividends from jointly controlled entities and associates of $725
million; these were partly offset by a decrease in income taxes paid of $6,500 million, higher
depreciation, depletion, amortization and impairment charges of $1,329 million and an increase in
charges for provisions of $948 million.
Net cash provided by operating activities for the year ended
31 December 2008 was $38,095 million compared with $24,709 million for 2007 reflecting a decrease
in working capital requirements of $11,250 million, an increase in profit before taxation of $2,672
million and an increase in dividends from jointly controlled entities and associates of $1,255
million; these were partly offset by an increase in income taxes paid of $3,752 million.
Net cash used in investing activities was $18,133 million in 2009, compared with $22,767
million and $14,837 million in 2008 and 2007 respectively. The decrease in 2009 reflected a
decrease in capital expenditure and acquisitions of $2,356 million and an increase in disposal
proceeds of $1,752 million. The increase in 2008 reflected a reduction in disposal proceeds of
$3,338 million and an increase in capital expenditure of $5,303 million.
Net cash used in financing activities was $9,551 million in 2009 compared with $10,509 million
in 2008 and $9,035 million in 2007. The decrease in 2009 reflects a $2,774 million decrease in the
net repurchase of shares and an increase in net proceeds from long-term financing of $1,406
million; these were partly offset by an increase in net repayments of short-term debt of $3,090
million. The increase in 2008 reflects a decrease in short-term debt of $2,809 million and an
increase in dividends paid of $2,434 million; these were partly offset by a $4,546 million decrease
in the net repurchase of shares.
The group has had significant levels of capital investment for many years. Cash flow in
respect of capital investment, excluding acquisitions, was $21.4 billion in 2009, $23.7 billion in
2008 and $18.4 billion in 2007. Sources of funding are completely fungible, but the majority of the
groups funding requirements for new investment come from cash generated by existing operations.
The groups level of net debt, that is debt less cash and cash equivalents, was $26.2 billion at
the end of 2009, $25.0 billion at the end of 2008 and was $26.8 billion at the end of 2007.
During the period 2007 to 2009, our total sources of cash amounted to $100 billion, whilst our
total uses of cash amounted to $105 billion. The net cash usage of $5 billion was financed by an
increase in finance debt of $11 billion over the three-year period, offset by an increase in our
balance of cash and cash equivalents of $6 billion. During this period, the price of Brent has
averaged $77.11 per barrel. The following table summarizes the three-year sources and uses of cash.
Acquisitions made for cash were more than offset by divestment proceeds received during the
three-year period. Net investment during the same period averaged $19 billion per year. Dividends
to BP shareholders, which grew on average by 14% per year in dollar terms, used $29 billion. Net
repurchase of shares was $9 billion, which included $11 billion in respect of our share buyback
programme less net proceeds from shares issued in connection with employee share schemes. Finally,
cash was used to strengthen the financial condition of certain of our pension plans. In the past
three years, $2 billion has been contributed to funded pension plans. This is reflected in net cash
provided by operating activities in the table above.
57
Table of Contents
Business review
Trend information
In the US and the major economies of Europe, we expect recovery from the recession to be slow and
gradual. The oil markets look well supported by OPEC, but we expect gas markets to remain volatile.
Demand for petrochemicals products is recovering only slowly, and there is significant refining
over-capacity particularly in the Atlantic Basin. As a consequence, refining margins are likely to
remain depressed for the foreseeable future.
In Exploration and Production, production growth was very strong in 2009, benefiting by about
40mboe/d on an annual basis from a combination of the absence of a significant hurricane season and
the make-up of a prior-period underlift. As a result, we expect production in 2010 to be slightly
lower than in 2009.
In Refining and Marketing, we expect refining margins to remain weak in 2010.
We expect the quarterly loss in Other businesses and corporate, excluding non-operating items,
to average around $400 million in 2010. This will, as in previous years, remain volatile on an
individual quarterly basis.
We expect capital expenditure, excluding acquisitions and asset exchanges, to be around $20
billion in 2010, and we expect divestments to be between $2 and $3 billion.
In 2009 the cash inflows and outflows of the group were broadly in balance despite much weaker
than expected refining margins and North American gas prices. Looking forward we expect to be able
to continue to balance cash inflows and outflows even if conditions are equally challenging.
Dividends and other distributions to shareholders
The total dividend paid to BP shareholders in 2009 was $10,483 million, compared with $10,342
million for 2008. The dividend paid per share was 56 cents, an increase of 2% compared with 2008.
In sterling terms, the dividend increased 24% due to the strengthening of the dollar relative to
sterling. We determine the dividend in US dollars, the economic currency of BP.
During 2009, the company did not repurchase any of its own shares.
Our aim is to strike the right balance for shareholders, between current returns via the
dividend, sustained investment for long-term growth, and maintaining a prudent gearing level. At
the beginning of 2008, we rebalanced our distributions away from share buybacks in favour of
dividends.
Subject to shareholder approval at the Annual General Meeting on 15 April, an optional scrip
dividend programme, allowing shareholders to choose to receive dividends in the form of new fully
paid ordinary shares in BP p.l.c. instead of cash, will be available for future dividends. This
would replace the companys current dividend reinvestment plans.
The discussion above and following contains forward-looking statements particularly those
regarding global economic recovery and outlook for oil and gas markets, oil and gas prices,
refining margins, production, demand for petrochemicals products, underlying average quarterly loss
from Other businesses and corporate, effective tax rate, operating and capital expenditure, timing
and proceeds of divestments, contractual commitments, balance of cash inflows and outflows and
dividend and optional scrip dividend. These forward-looking statements are based on assumptions
that management believes to be reasonable in the light of the groups operational and financial
experience. However, no assurance can be given that the forward-looking statements will be
realized. You are urged to read the cautionary statement under Forward-looking statements on page
17 and Risk factors on pages 14-16, which describe the risks and uncertainties that may cause
actual results and developments to differ materially from those expressed or implied by these
forward-looking statements. The company provides no commitment to update the forward-looking
statements or to publish financial projections for forward-looking statements in the future.
Financing the groups activities
The groups principal commodity, oil, is priced internationally in US dollars. Group policy has
been to minimize economic exposure to currency movements by financing operations with US dollar
debt wherever possible, otherwise by using currency swaps when funds have been raised in currencies
other than US dollars.
The groups finance debt is almost entirely in US dollars and at
31 December 2009 amounted to $34,627 million (2008 $33,204 million) of which $9,109 million (2008
$15,740 million) was short term.
Net debt was $26,161 million at the end of 2009, an increase of $1,120 million compared with
2008. We believe that a net debt ratio, that is net debt to net debt plus equity, of 20-30%
provides an efficient capital structure and the appropriate level of financial flexibility. The net
debt ratio was 20% at the end of 2009 and 21% at the end of 2008, the lower end of our target band.
Net debt, which BP uses as a measure of financial gearing, includes the fair value of associated
derivative financial instruments that are used to hedge foreign exchange and interest rate risks
relating to finance debt, for which hedge accounting is claimed.
The maturity profile and fixed/floating rate characteristics of the groups debt are described
in Financial statements Note 24 on page 142 and Note 32 on page 156.
We have in place a European Debt Issuance Programme (DIP) under which the group may raise $20
billion of debt for maturities of one month or longer. At 31 December 2009, the amount drawn down
against the DIP was $11,403 million (2008 $10,334 million).
In addition, the group has in place an unlimited US Shelf
Registration under which it may raise debt with maturities of one month or longer.
Commercial paper markets in the US and Europe are a primary source of liquidity for the group.
At 31 December 2009, the outstanding commercial paper amounted to $398 million (2008 $4,268
million).
The group also has access to significant sources of liquidity in the form of committed
facilities and other funding through the capital markets. At 31 December 2009, the group had
available undrawn committed borrowing facilities of $4,950 million (2008 $4,950 million).
BP believes that, taking into account the substantial amounts of undrawn borrowing facilities
available, the group has sufficient working capital for foreseeable requirements.
Off-balance sheet arrangements
At 31 December 2009, the groups share of third-party finance debt of equity-accounted entities was
$6,483 million (2008 $6,675 million). These amounts are not reflected in the groups debt on the
balance sheet.
The group has issued third-party guarantees under which amounts outstanding at 31 December
2009 are $319 million (2008 $223 million) in respect of liabilities of jointly controlled entities
and associates and $667 million (2008 $613 million) in respect of liabilities of other third
parties. Of these amounts, $286 million (2008 $215 million) of the jointly controlled entities and
associates guarantees relate to borrowings and for other third-party guarantees, $633 million (2008
$582 million) relates to guarantees of borrowings.
58
Table of Contents
Business review
Contractual commitments
The following table summarizes the groups principal contractual obligations at 31 December 2009.
Further information on borrowings and finance leases is given in
Financial statements Note 32 on
page 156 and more information on operating leases is given in
Financial statements Note 12 on
page 132.
The following table summarizes the nature of the groups unconditional purchase obligations.
The group expects its total capital expenditure, excluding acquisitions and asset exchanges, to be
around $20 billion in 2010. The following table summarizes the groups capital expenditure
commitments for property, plant and equipment at 31 December 2009 and the proportion of that
expenditure for which contracts have been placed. Capital expenditure is considered to be committed
when the project has received the appropriate level of internal management approval. For jointly
controlled assets, the net BP share is included in the amounts shown. Where operating lease costs
are incurred in connection with a capital project, some or all of the cost may be capitalized as
part of the capital cost of the project. Such costs are included in the amounts shown.
In addition, at 31 December 2009, the group had committed to capital expenditure relating to
investments in equity-accounted entities amounting to $1,038 million. Contracts were in place for
$792 million of this total.
59
Table of Contents
60
Table of Contents
Table of Contents
Board performance and biographies
Directors and senior management
The following lists the companys directors and senior management as at 18 February 2010.
Mr C-H Svanberg was appointed as a director and chairman designate on 1 September 2009 and
appointed chairman on 1 January 2010 on the retirement of Mr P D Sutherland. Mr P Anderson was
appointed as a director on 1 February 2010. Sir Tom McKillop resigned as a director on 16 April
2009.
At the companys 2009 annual general meeting (AGM), the following directors retired, offered
themselves for election/re-election and were duly elected/re-elected: Mr A Burgmans; Mrs C B
Carroll; Sir William Castell; Mr I C Conn; Mr G David; Mr E B Davis, Jr; Mr R W Dudley; Mr D J
Flint; Dr B E Grote; Dr A B Hayward; Mr A G Inglis; Dr D S Julius; Sir Ian Prosser and Mr P D
Sutherland.
Mr I E L Davis has been appointed as a director with effect from 2 April 2010. All of the
directors, including Mr Davis, will offer themselves for election/re-election at the companys 2010
AGM.
David Jackson (57) was appointed company secretary in 2003. A solicitor, he is a director of BP
Pension Trustees Limited and a member of the Listing Authorities Advisory Committee.
62
Table of Contents
Board performance and biographies
Directors
C-H Svanberg
Chairman of the chairmans and the nomination committees and attends meetings of the remuneration
committee
Carl-Henric Svanberg (57) was appointed a non-executive director of BP on 1 September 2009 and, in
succession to Mr Sutherland, became chairman of BP on 1 January 2010. From 2003 until 31 December
2009, he was president and chief executive officer of Ericsson, also serving as the chairman of
Sony Ericsson Mobile Communications AB. He continues to be a non-executive director of Ericsson.
Sir Ian Prosser
Member of the chairmans, the nomination and the remuneration committees and chairman of the audit
committee
Sir Ian (66) joined BPs board in 1997 and was appointed non-executive deputy chairman in 1999. He
is the senior independent director. In 2003, he retired as chairman of InterContinental Hotels
Group PLC, a spin-off from the former Bass PLC where he was chief executive. He is a non-executive
director of the Sara Lee Corporation and non-executive chairman of The Navy, Army and Air Force
Institutes (NAAFI). He was previously on the boards of GlaxoSmithKline plc, The Boots Company PLC
and Lloyds TSB PLC.
P Anderson
Member of the chairmans and the safety, ethics and environment assurance committees
Paul Anderson (64) was appointed a non-executive director of BP on
1 February 2010. He is a non-executive director of BAE Systems PLC and of Spectra Energy Corp. He
was formerly chief executive at BHP Billiton and Duke Energy where he also served as a
non-executive director. Having previously been chief executive officer and managing director of BHP
Limited and then BHP Billiton Limited and BHP Billiton Plc, he rejoined these latter boards in 2006
as a non-executive director, retiring on 31 January 2010.
A Burgmans, KBE
Member of the chairmans, the remuneration and the safety, ethics and environment assurance
committees
Antony Burgmans (63) joined BPs board in 2004. He was appointed to the board of Unilever in 1991.
In 1999, he became chairman of Unilever NV and vice chairman of Unilever PLC. In 2005, he became
non-executive chairman of Unilever PLC and Unilever NV, retiring from these appointments in 2007.
He is also a member of the supervisory boards of Akzo Nobel NV, Aegon NV and SHV Holdings NV.
C B Carroll
Member of the chairmans and the safety, ethics and environment assurance committees
Cynthia Carroll (53) joined BPs board in 2007. She started her career at Amoco and in 1989 she
joined Alcan, where in 2002 she was appointed president and chief executive officer of Alcans
primary metals group and an officer of Alcan, Inc. She was appointed as chief executive of Anglo
American plc, the global mining group, in 2007. She is also a director of De Beers s.a. and Anglo
Platinum Ltd.
Sir William Castell, LVO
Member of the chairmans and the nomination committees and chairman of the safety, ethics and
environment assurance committee
Sir William (62) joined BPs board in 2006. From 1990 to 2004, he was chief executive of Amersham
plc and subsequently president and chief executive officer of GE Healthcare. He was appointed as a
vice chairman of the board of GE in 2004, stepping down from this post in 2006 when he became
chairman of the Wellcome Trust. He remains a non-executive director of GE.
G David
Member of the chairmans, the audit and the remuneration committees
George David (67) joined BPs board in February 2008. He has spent his career with United
Technologies Corporation (UTC), as its chief executive officer between 1994 and 2008 and chairman
from 1997 until his retirement on 31 December 2009. He is a former director of Citigroup Inc.
E B Davis, Jr
Member of the chairmans, the audit and the safety, ethics and environment assurance committees
Erroll B Davis, Jr (65) joined BPs board in 1998, having previously been a director of Amoco. He
was chairman and chief executive officer of Alliant Energy, relinquishing this dual appointment in
2005. He continued as chairman of Alliant Energy until 2006, leaving to become chancellor of the
University System of Georgia. He is a member of the board of General Motors Corporation and Union
Pacific Corporation.
D J Flint, CBE
Member of the chairmans and the audit committees
Douglas Flint (54) joined BPs board in 2005. He trained as a chartered accountant and was made a
partner at KPMG in 1988. In 1995, he was appointed group finance director of HSBC Holdings plc and
in 2009 his role was broadened to chief financial officer, executive director risk and regulation.
He was chairman of the Financial Reporting Councils review of the Turnbull Guidance on Internal
Control. Between 2001 and 2004, he served on the Accounting Standards Board and the Standards
Advisory Council of the International Accounting Standards Board.
Dr D S Julius, CBE
Member of the chairmans and the nomination committees and chairman of the remuneration committee
DeAnne Julius (60) joined BPs board in 2001. She began her career as a project economist with the
World Bank in Washington. From 1986 until 1997, she held a succession of posts, including chief
economist at British Airways and Royal Dutch Shell Group. From 1997 to 2001, she was a full time
member of the Monetary Policy Committee of the Bank of England. She is chairman of the Royal
Institute of International Affairs and a non-executive director of Roche Holdings SA and Jones Lang
LaSalle, Inc.
Dr A B Hayward
Tony Hayward (52) joined BP in 1982. He held a series of roles in exploration and production,
becoming a director of exploration and production in 1997. In 2000, he was made group treasurer,
and an executive vice president in 2002. He was chief executive officer of exploration and
production between 2002 and 2007. He became an executive director of BP in 2003 and was appointed
as group chief executive in 2007.
I C Conn
Iain Conn (47) joined BP in 1986. Following a variety of roles in oil trading, commercial refining,
retail and commercial marketing operations, and exploration and production, in 2000 he became group
vice president of BPs refining and marketing business. From 2002 to 2004, he was chief executive
of petrochemicals. He was appointed group executive officer with a range of regional and functional
responsibilities and an executive director in 2004. He was appointed chief executive of refining
and marketing in 2007. He is a non-executive director and senior independent director of
Rolls-Royce Group plc.
63
Table of Contents
Board performance and biographies
R W Dudley
Robert Dudley (54) joined the Amoco Corporation in 1979 for whom he worked until its merger with BP
in 1998. Following a variety of posts in the US, the UK, the South China Sea and Moscow, in 2001 he
became group vice president responsible for BPs upstream businesses in Russia, the Caspian Region,
Angola, Algeria and Egypt. From 2003 to 2008, Mr Dudley was president and chief executive officer
of TNK-BP in Moscow. He was appointed an executive director on 6 April 2009 and is an executive
vice president with responsibility for broad oversight of the companys activities in the Americas
and Asia.
Dr B E Grote
Byron Grote (61) joined BP in 1987 following the acquisition of The Standard Oil Company of Ohio,
where he had worked since 1979. He became group treasurer in 1992 and in 1994 regional chief
executive in Latin America. In 1999, he was appointed an executive vice president of exploration
and production, and chief executive of chemicals in 2000. He was appointed an executive director of
BP in 2000 and chief financial officer in 2002. He is a non-executive director of Unilever NV and
Unilever PLC.
A G Inglis
Andy Inglis (50) joined BP in 1980, working on various North Sea projects. Following a series of
commercial roles in exploration, in 1996, he became chief of staff, exploration and production.
From 1997 until 1999, he was responsible for leading BPs activities in the deepwater Gulf of
Mexico. In 1999, he was appointed vice president of BPs US western gas business unit. In 2004, he
became executive vice president and deputy chief executive of exploration and production. He was
appointed chief executive of BPs exploration and production business and an executive director in
2007. He is a non-executive director of BAE Systems plc.
Senior management
R Bondy
Rupert Bondy (48) joined BP as group general counsel in May 2008. In 1989, he joined US law firm
Morrison & Foerster, working in San Francisco and London. From 1994 to 1995, he worked for UK law
firm Lovells in London. In 1995, he joined SmithKline Beecham as senior counsel for mergers and
acquisitions and other corporate matters. He subsequently held positions of increasing
responsibility and following the merger of SmithKline Beecham and GlaxoWellcome he was appointed
senior vice president and general counsel of GlaxoSmithKline in 2001.
S Bott
Sally Bott (60) joined BP in 2005 as an executive vice president responsible for global human
resources. Sally joined Citibank in 1970 and was in the economics department and the finance
function before joining human resources. She was appointed human resources vice president in 1979.
In 1994, she joined Barclays De Zoete Wedd, an investment bank, as head of human resources and in
1997 became group human resources director of Barclays plc. From 2000 to early 2005, she was
managing director of Marsh and McLennan and head of global human resources at Marsh Inc. In 2008,
Sally was elected as a non-executive director of UBS AG.
H L McKay
Lamar McKay (51) was appointed chairman and president of BP America, Inc. in February 2009. He
joined Amoco Production Company as a petroleum engineer in 1980. He held a variety of roles before
becoming group vice president for Russia & Kazakhstan in 2003, also being appointed to the board of
TNK-BP in 2004. In 2007, he was named executive vice-president of BP America and COO. In early
2008, he became executive vice president of BP plc special projects, focusing on Russia,
subsequently joining the group executive management team in June 2008.
S Westwell
Steve Westwell (51) joined BP in the manufacturing and supply division of BP Southern Africa in
1988. Following various retail positions in the UK and the US, he was appointed head of retail and
a member of the board of BP Southern Africa Pty. In 2003, he became president and chief executive
officer of BP solar, and in 2004, group vice president of natural gas liquids, power, solar and
renewables. In 2005, he was appointed group vice president of alternative energy. He was appointed
group chief of staff in January 2008.
64
Table of Contents
Board performance and biographies
Board performance report
I am pleased to have this opportunity to report to you on the work of the BP board over the last
year.
I joined the board as a non-executive director in September 2009 and took the chair on 1
January 2010 upon the retirement of Peter Sutherland. Peter has reviewed this letter and I, of
course, have had the benefit of the views of my board colleagues on its content.
This is a particularly interesting time for me to take the chair at BP. In the past months we
have seen the reports of Sir David Walker and the Financial Reporting Council (FRC), to which we
have contributed. The way in which boards work has again been in the spotlight. There are a number
of lessons that all boards can learn from the events of 2008 and 2009. Both these reports have
focused on the need for appropriate behaviours around the board table and for governance not to be
regarded as solely relating to compliance. This is a view which BP has taken for some time and
which I fully endorse.
I have been impressed by BPs commitment to the highest standards of corporate governance.
Governance describes all that a board does a point which has been reinforced by the FRCs draft
revised Combined Code. It is vital that a board balances the time that it spends between strategy
and oversight. From early indications, I believe that the BP board achieves this balance well.
The board is responsible for the direction and oversight of BP p.l.c. on behalf of
shareholders; it is accountable to them, as owners, for all aspects of BPs business. It sets the
tone from the top. In conducting its business, BP needs to be responsive to other constituencies
with whom it comes into contact.
Governance framework
Clarity of roles and responsibilities, and the proper utilization of distinct skills and processes
lie at the heart of the boards role. The BP board governance principles (principles) are the
framework within which the board operates.
This framework sets out the role of the board, its processes, its relationship with executive
management and the main tasks and requirements of the board committees. The boards core activities
include:
The principles can be seen on BPs website at www.bp.com/governance.
The board delegates authority for executive management of the company to the group chief executive.
This delegation is subject to a clearly defined set of executive limitations which are monitored by
the board. The executive limitations require the group chief executive to take into consideration
specific issues in the course of business these include key risk areas such as health, safety and
environmental matters and generally ensuring that BPs reputation is maintained. The group chief
executive is also responsible for ensuring there is a comprehensive system of controls to identify
and manage the risks that are material to BP.
The board keeps this framework under regular review and tests its effectiveness through the
annual board evaluation.
Board activities in 2009
The boards work reflects the tasks described above, namely strategy, risk and the oversight of the
companys performance and operation of the system of delegation.
The board endeavours to balance its work so that these tasks are achieved either through the
work of the board or its committees. At the start of each year, the board reviews and agrees a
forward workplan based upon:
In determining its programme the board has to allow sufficient time for urgent issues to be
accommodated. The board will meet by telephone should circumstances dictate.
The board now holds one of its meetings at the companys offices in Washington and will meet
at other locations when appropriate. In 2009, the board met in Long Beach, California and used this
opportunity to visit the companys businesses in the West Coast fuels value chain and to learn
about the research taking place into biofuels.
An analysis of the time spent by the board during 2009 is shown below:
Strategy and risk
While strategic issues are normally discussed at the two dedicated away day sessions, the
development of the groups business over the year has meant that strategic issues have been
actively considered at a number of meetings. Strategic and geopolitical challenges, together with
the associated risks are at the core of the groups business.
The business and competitive environment, the global economic outlook, the impact of the price
of oil, the issues raised by carbon policy, the technological challenges and strengths of the group
were all matters which the board kept under review.
65
Table of Contents
Board performance and biographies
![]() GCE update and business reviews
The group chief executive provides a written report to each meeting of the board which gives an
update on key issues relating to safety and integrity, operations, financial performance and the
market in which BPs businesses operate. These are complemented by verbal updates given by
executive directors on material matters which have arisen in their business.
Periodic reviews of the business are scheduled throughout the year. During 2009, reviews were
held with both segments (Exploration and Production and Refining and Marketing) and with
Alternative Energy.
Country specific reports
Separate to the business specific reports, the board discussed the performance, political landscape
and market outlook relating to BPs operations, particularly in the US and Russia.
Functional reviews
The work of the group technology function was reviewed and discussions were held on issues relating
to information technology and services.
Financial and corporate reporting
The board considered the groups statutory reports and the broader aspects of corporate reporting.
It also received regular updates on the groups financial outlook as well as discussing the
financial results.
An annual review of the groups process for sanctioning capital investment is undertaken by
the board. This includes examining case studies of BP projects with different levels of complexity
and understanding the effectiveness of project delivery against original sanction.
Other matters
Other matters discussed by the board included the BP brand and corporate advertising, the results
of the group-wide employee satisfaction survey and an annual report evaluating BPs external
reputation in the UK and US.
The board also received a presentation from the independent expert appointed to provide an
objective assessment of the BP US Refineries Independent Safety Review Panel (the panel). Further
details on the activities of the independent expert are outlined in the report of the safety,
ethics and environment assurance committee below.
Risk management and internal control
The board and its committees monitor the identification and management of the groups risks and the
board reviews how group-level risks and their mitigations are embedded in the companys annual
plan. Geopolitical and reputational risks are considered by all the board which also receives
reports from the committees to whom specific risk oversight has been allocated. The audit committee
monitors financial risk whilst the safety, ethics and environment assurance committee (SEEAC)
monitors non-financial risk; the audit committee and SEEAC hold an annual joint meeting to assess
the effectiveness of the companys internal controls and risk management. Like BPs other board
committees, the audit committee and SEEAC are composed entirely of independent non-executive
directors.
The audit committee and SEEAC maintain a forward-looking approach to risk exposure. A high
level work programme for the board and its committees is set on the basis of an agenda that
reflects the boards core tasks and the key group risks.
The group chief executive and his senior team are supported by executive-level sub-committees
which monitor specific group risks: these committees comprise the group operations risk committee
(GORC), the group financial risk committee (GFRC), the group people committee (GPC), the resource
commitments meeting (RCM) and the group disclosures committee (GDC). They provide input and data to
the risk oversight process by the executive, as well as external and internal audit, the groups
compliance and ethics officer, safety and operations audit and group controls.
Further information about our internal control systems is set out on pages 16, 70 and 101.
66
Table of Contents
Board performance and biographies
BPs general auditor (head of the internal audit function) reports on the design and operation of
risk management activities across the group and attends meetings of both the audit committee and
SEEAC. The general auditor has direct access to the chairs of both committees and holds regular
meetings with them outside formal meetings.
Within the company, BP has an annual certification process in which team leaders are asked to
discuss with their teams and then submit a certificate regarding their and their teams
understanding of and adherence to BPs code of conduct and the reporting of any breaches or risk of
non-compliance. The certification system enables the risk of non-compliance to be assessed and
reported alongside other business risks.
Board meetings and attendance
The board met 12 times during the year, of which two meetings were two-day strategy sessions and
three meetings were by telephone.
aRetired from the board on 16 April 2009.
bJoined the board on 1 September 2009.
cJoined the board on 6 April 2009.
International advisory board
In 2009, BP formed an international advisory board whose purpose is to advise the chairman, group
chief executive and board of BP plc on strategic and geopolitical issues relating to the long-term
development of the company. The international advisory board met twice in 2009.
The chairman, senior independent director
and non-executive directors Neither the chairman nor the senior independent director is employed as an executive of the group.
The board is required to develop and maintain a plan for the succession of both the chairman and
senior independent director. During 2009, these posts were held by Peter Sutherland and Sir Ian
Prosser respectively. Sir Ian Prosser also held the post of deputy chairman during the year a
role which will cease on his retirement.
The chairman
Upon Peters retirement, I took the chair on 1 January 2010. The process for my appointment and
induction programme is outlined below. I stepped down as CEO of Ericsson on 31 December 2009, but
will remain on the Ericsson board as a non-executive director. I had no other significant
commitments at the time of my appointment as chairman.
The chairmans role is to provide leadership of the board, act as facilitator for meetings,
maintain the integrity of the governance framework and have overall responsibility for ensuring the
boards effectiveness. Other responsibilities include leading the boards performance evaluation
and overseeing the board learning and induction programme.
The chairman is tasked with setting the agenda for the board in consultation with the group chief
executive and with the support of the company secretary. The chairman ensures that systems are in
place to provide directors with accurate, timely and clear information concerning the business of
the board and the company.
Between board meetings, the chairman has authority to act and speak for the board on all
matters relating to the role of the board. He also has responsibility for ensuring the relationship
with executive management is working well.
The chairman represents the views of the board to shareholders on key issues, in particular
those relating to the work of the board including succession planning. He keeps the board briefed
on those views. In November I was able to meet a number of our institutional shareholders as part
of my induction. I found these to be productive meetings and comment on them, and on the board
engagement which has taken place during the year, in further detail below.
The senior independent director
The senior independent director acts for the chairman in his absence or at his request, and is
available to shareholders if they request a meeting or have concerns which contact through the
normal channels has failed to resolve or where such contact is inappropriate.
The senior independent director is available to act as a communication channel between the
chairman and other board members and, when necessary, to provide a sounding board for the chairman.
He also has responsibility for leading the annual performance review of the chairman.
Sir Ian Prosser will retire from the BP board at the AGM in April 2010. Sir William Castell
will become the senior independent director from that date.
Sessions of the non-executive directors
The chairman and all non-executive directors meet periodically without the presence of executive
management as the chairmans committee. The work of the committee during the year is outlined in
the report below.
Board composition
During the year, the number on the board has fluctuated. As at
26 February 2010, the board is composed of the chairman, nine non-executive directors and five
executive directors; over half the board is therefore made up of independent non-executive
directors. We state that the number of directors should not normally exceed 16.
This is a large board, however, given the scale and scope of BPs business we believe that it
is appropriate. We need to have a broad and experienced group of directors who are able to
contribute to a discussion on strategy and risk whilst having the right skills to work on the
committees. We believe it is important to have a strong group of executive directors who recognize
their board responsibilities as directors and not solely to represent the activity in the company
for which they are responsible. This adds to open and constructive debate and demonstrates one of
the strengths of a unitary board.
Sir Tom McKillop retired from the board on 16 April 2009 and Peter Sutherland retired on 31
December 2009. Bob Dudley joined the board as an executive director on 6 April 2009 and I became a
BP non-executive director and chairman designate on 1 September 2009. Paul Anderson joined the
board on 1 February 2010 and Ian Davis will join the board on
2 April 2010. Finally, two of our longest serving directors will be retiring at the AGM in April
2010: Sir Ian Prosser and Erroll Davis, Jr.
67
Table of Contents
Board performance and biographies
Appointments to the board
The board is actively involved in succession planning for both executive and non-executive
directors. It is assisted in this task of the progressive refreshing of the board by the nomination
committee. The nomination committee keeps under review the composition, skills, independence,
knowledge and diversity of directors to ensure that the board and its committees remains effective
and appropriate to the work they undertake. This review is undertaken at regular intervals and
forms the basis of criteria to evaluate potential board candidates.
Due to the size of the BP board and the wish to achieve a steady refreshment of board
appointments the nomination committee is developing a longer-term pipeline of potential
non-executive talent on which it hopes to draw as new appointments arise. The committee believes
that given BPs scale and breadth of operations, a broad mix of skills, experience and knowledge is
required for its board members. The committee has identified deep operational and industry
experience, as well as insight into key technologies, health and safety, emerging markets and
financial knowledge as particularly relevant to future board appointments. An understanding of
geopolitical influence is also a key skill.
A report on the work of the nomination committee is set out below.
Terms of appointment
The chairman and non-executive directors of BP serve on the basis of letters of appointment.
Non-executive directors ordinarily retire at the AGM following their 70th birthday. Executive
directors have service contracts with the company, which are expressed to retire at a normal
retirement age of 60 (subject to age discrimination).
Details of all payments to directors appear in the directors remuneration report.
In accordance with BPs Articles of Association, directors are granted an indemnity from the
company in respect of liabilities incurred as a result of their office, to the extent permitted by
law. In respect of those liabilities for which directors may not be indemnified, the company
maintained a directors and officers liability insurance policy throughout 2009. During the year,
a review of the terms and scope of the policy was undertaken. The policy has been renewed for 2010.
Although their defence costs may be met, neither the companys indemnity nor insurance provides
cover in the event that the director is proved to have acted fraudulently or dishonestly. UK
company law permits the company to advance costs to directors for their defence in investigations
or legal actions.
Tenure and director elections
BP does not place a term limit on a directors service as the board considers this unnecessary in
light of the companys long-established practice of proposing all directors for annual re-election
by shareholders. The chairman and the nomination committee keep the tenure of the directors under
review as part of the wider consideration of board skills and balance.
New board members are subject to election by shareholders at the first AGM following their
appointment, with all existing directors standing for re-election each year. The notice of meeting
contains a biography of each of the directors and a description of the skills and experience which
the company feels is relevant to shareholders in taking an informed decision on their election.
Board independence
Non-executive directors are required to be independent in character and judgement and free from any
business or other relationship which could materially interfere with the exercise of their
judgement. The board has determined that non-executive directors who served during 2009 fulfilled
this requirement and were independent. Upon appointment as chairman, the board was satisfied that I
met the criteria of independence outlined above in the principles and in the UK Combined Code.
The board is also satisfied that there is no compromise to the independence or conflicts of
interest of those directors who serve together as directors on the boards of outside entities or
who have other appointments in outside entities. These issues are considered on a regular basis at
board meetings.
Serving as a director
Induction and board learning
All directors receive a full induction programme when they join the board, including a core element
covering BPs system of governance, the legal duties of directors of a listed company and the
regulatory systems in the UK and US. The programme for non-executive directors has wider content
which covers the business of the group and is tailored according to a directors own interests and
needs and takes into account the tasks of the committees on which they will serve. Non-executive
directors will receive presentations from senior management, have in-depth briefings on the
companys strategy, plan and financial performance and be given the opportunity to visit BPs
operations and meet employees at BP sites.
Prior to assuming the role of chairman, I received an extensive induction programme which
covered:
I had one-to-one meetings with each member of the board and undertook site visits to the Thunder
Horse platform in the Gulf of Mexico and BPs fuels value chain in the western US. I attended
meetings of the audit, remuneration, nomination and chairmans committees. I also met with a number
of BPs largest shareholders. It was a lot of ground to cover and the process is still continuing.
As the chairman, I am responsible for ensuring that induction and training programmes are
provided to all directors, and look at this provision on an individual basis. The company secretary
assists in this and ensures that the programme to familiarize board members with BPs business is
developed and updated in response to the needs of directors. During 2009, the board received
briefings on biosciences, carbon policy and the economic outlook for the US, in addition to
training at separate committees. Written updates were given on legal and regulatory issues.
All non-executive directors are required to participate in at least one site visit per year.
During the year, site visits were made to the Projects and Operations Academies at the
Massachusetts Institute of Technology, and to BPs fuels value chain in California, involving
visits to a marine terminal, Carson Refinery, an inland distribution facility and a retail service
station.
The effectiveness and relevance of the boards induction and training programmes are tested
through their inclusion in the annual board evaluation. Feedback from the evaluation indicated that
directors would welcome more deep-dive coverage of BPs business and more learning content on risk
and the context for evaluating risk.
68
Table of Contents
Board performance and biographies
Board evaluation
BP undertakes an annual evaluation of the performance and effectiveness of the board, including the
work of its committees. Evaluation of individual directors is undertaken by the chairman, with the
chairmans committee evaluating the performance of the chairman.
By building on the results of the previous years evaluation, the board tries to achieve a
continuous cycle of evaluation, targeted actions arising from the review and performance
improvement. Actions taken by the board during the year in response to the outcome of the 2008
review included greater focus on key areas of board learning, the undertaking of an investor audit
to obtain feedback on BPs performance and expanded presentation of capital investment
effectiveness.
For the 2009 evaluation, an external facilitator was engaged to provide me with an
understanding of the dynamics and performance of the board as part of my induction as chairman.
Following a review of different providers, Boardroom Review was selected as external
facilitator and it was determined that they had no other connection with the company. Boardroom
Review undertook one-to-one interviews with each board member plus those who provide advice and
support to the board and its committees. This was followed by observation of the board and each
committee meeting in session. The evaluation report prepared by Boardroom Review was presented and
discussed by the board in January 2010. The evaluation identified several areas of significant
strength, including:
Issues identified in the evaluation for the board to consider further included:
Time commitment and outside appointments
Letters of appointment to the BP board do not set out fixed time commitments for board duties as
the company believes that the time required may change depending upon the demands of business.
Membership of the board represents a significant time commitment and it is expected that directors
will allocate sufficient time to the company to perform their responsibilities effectively. The
nomination committee keeps this under review.
The company recognizes that executive directors may be invited to become non-executive
directors of other companies. Such appointments can broaden their knowledge and experience, to the
benefit of both the individual and the group. BP permits executive directors to take up one
external board appointment, subject to the agreement of the chairman which is then reported to the
BP board. Fees received for these external appointments may be retained by the executive director
and are reported in the directors remuneration report. Non-executive directors may serve on a
number of outside boards, provided they continue to demonstrate the requisite commitment to
discharge their duties to BP effectively. The nomination committee keeps under review the nature of
directors other interests to ensure that the efficacy of the board is not compromised and may make
recommendations to the board if it concludes that a directors other commitments are inconsistent
with those required by BP.
Board support and external advice
The chairman, assisted by the company secretary, ensures that board members receive timely and
clear information on all matters relevant to the work and tasks of the board. Support to the board
and its committees is provided through the company secretarys office, which reports to the
chairman. The company secretary has no executive functions, with his appointment determined by the
nomination committee and his remuneration determined by the remuneration committee.
Any BP director is entitled to obtain independent, professional advice relating to their own
responsibilities and the affairs of BP; this advice will be at the expense of the company and
facilitated through the company secretarys office. No BP directors sought such advice in 2009.
Board communication
Engagement with shareholders
The board represents the interests of all shareholders and seeks to act fairly between them. It is
accountable to shareholders for the performance and activities of BP and engages in regular
dialogue to understand their views and preferences.
The chairman, the group chief executive, other executive and non-executive directors and
senior management, the company secretarys office, investor relations and other teams within BP
engage with a range of shareholders on issues relating to the group. Presentations given by the
group to the investment community are available to download from the Investors section of BPs
website, as are speeches on topics of interest to shareholders made by the group chief executive
and other senior management.
Peter Sutherland held a number of one-to-one meetings with investors over the course of the
year to discuss issues relating to governance, succession, strategy and performance. The chair of
the remuneration committee had meetings with institutional investors to discuss executive director
remuneration.
A meeting was held in March 2009 for BPs largest shareholders with the chairman and the
chairs of the board committees. Each chair gave a short presentation on his or her committees work
and the key challenges the committee faced in the year ahead, before opening the session up to
questions. The meeting was aimed at providing our largest investors with an overview of the boards
activities in advance of the AGM in April. Following positive feedback from both committee chairs
and investors, a similar event will be held in 2010.
69
Table of Contents
Board performance and biographies
I met a number of BPs largest shareholders in November to hear their views on the company and the
activities of the board and its committees in advance of becoming chairman in January 2010.
Written and verbal feedback from shareholder meetings is shared with the wider board. During
the year, the investor relations team engaged an external consultant to undertake an investor audit
to solicit the views of major shareholders. The results of this audit were presented to the board
in July. The board also receives regular reports on the companys share register, including
explanations for movements in price and holdings of the companys ADRs and ordinary shares.
AGM
The AGM is an opportunity for BPs shareholders to ask questions and hear the resulting discussion
about the companys performance and the directors stewardship of the company. Given the size and
geographical distribution of the companys shareholder base BP recognizes that attendance may not
be practical; therefore votes on all matters (except procedural issues) are taken by a poll at the
AGM, meaning that every vote cast whether by proxy or in person at the meeting is counted.
The chairman and chairs of the board committees were present during the 2009 AGM and met
shareholders on an informal basis after main business of the meeting. In 2009, voting levels at the
AGM decreased slightly to 61%, compared with 63% in 2008. As in previous years the AGM was webcast,
with the number of webcast downloads increasing over 2008 levels. The webcast, speeches and
presentations given at the AGM are available on the BP website after the event, together with the
outcome of voting on the resolutions.
Combined Code compliance
BP complied throughout 2009 with the provisions of the Combined Code on Corporate Governance,
except in the following aspects:
Internal control review
In discharging its responsibility for the companys system of internal control the board, through
its governance principles, requires the group chief executive to operate with a comprehensive
system of controls and internal audit to identify and manage the risks that are material to BP. The
governance principles are reviewed periodically by the board and are consistent with the
requirements of the Combined Code including principle C.2.
The board has an established process by which the effectiveness of this system of internal
control is reviewed as required by provision C.2.1 of the Combined Code. This process enables the
board and its committees to consider the system of internal controls being operated for managing
significant risks, including social, environmental, safety, ethical and compliance risks,
throughout the year. The process does not extend to joint ventures or associates.
As part of this process, the board and the audit and safety, ethics and environment assurance
committees requested, received and reviewed reports from executive management, including management
of the business segments and functions, at their regular meetings.
In considering the system, the board noted that such a system is designed to manage, rather
than eliminate, the risk of failure to achieve business objectives and can only provide reasonable,
and not absolute, assurance against material misstatement or loss.
During the year, the board through its committees regularly reviewed with the general auditor and
executive management processes whereby risks are identified, evaluated and managed. These processes
were in place for the year under review, remain current at the date of this report and accord with
the guidance on the Combined Code provided by the Financial Reporting Council. In November, the
board considered the groups significant risks within the context of the annual plan presented by
the group chief executive.
A joint meeting of the audit and safety, ethics and environment assurance committees in
January 2010 reviewed reports from the general auditor as part of the boards annual review of the
system of internal control. The chairman of the board and the chairman of the remuneration
committee also attended the meeting. The reports described the significant risks identified across
the group within the categories of strategic, operational and compliance and control and considered
the control environment which responds to such risks. The reports also highlighted the results of
audit work conducted during the year and the remedial actions taken by management in response to
significant failings and weaknesses identified.
During the year, these committees engaged with management, the general auditor and other
monitoring and assurance providers (such as the group compliance and ethics officer and the
external auditor) on a regular basis to monitor the management of risks. Significant incidents that
occurred and managements response to them were considered by the appropriate committee and
reported to the board.
In the boards view, the information it received was sufficient to enable it to review the
effectiveness of the companys system of internal control in accordance with the Internal Control
Revised Guidance for Directors in the Combined Code (Turnbull).
The board is satisfied that, where significant failings or weaknesses in internal controls
were identified during the year, appropriate remedial actions were taken or are being taken.
On behalf of the board,
Carl-Henric Svanberg
Chairman
26 February 2010 Audit committee report
The report that follows outlines the principal responsibilities and method of operation of the
audit committee, and highlights some of the specific activities it undertook during 2009.
The committees main tasks include:
70
Table of Contents
Board performance and biographies
The full list of the tasks and requirements of the audit committee is set out in BPs board
governance principles and can be found at www.bp.com/governance. The committee keeps these tasks
under review to determine whether they remain fit for purpose. In 2009, the evaluation of the
committees work was conducted as an integral part of the external evaluation undertaken by the
board. Following this evaluation, the board concluded that the committee had fulfilled its
responsibilities as defined under the principles and that its tasks and requirements remained
appropriate.
Committee structure
The audit committee comprises four independent non-executive directors selected to provide a wide
range of financial, international and commercial expertise appropriate to fulfil the committees
duties. During 2009 the members, in addition to myself as chairman included George David, Erroll
Davis, Jr and Douglas Flint. The secretary of the committee is David Pearl, deputy company
secretary of BP.
The committee met 12 times in 2009, with an additional joint meeting between the audit
committee and the safety, ethics and environment assurance committee (SEEAC) to review the general
auditors report on internal controls and risk management for the previous year. Each meeting was
attended by the group chief financial officer, the deputy group chief financial officer, the group
controller, the general auditor (head of internal audit) and the chief accounting officer. The lead
partner of the external auditors (Ernst & Young) was also present. Other senior management are
invited to attend when the business of the committee requires. During the year the committee held
private sessions, usually at the end of each full meeting, without the presence of executive
management. It also held separate sessions with only the external auditors present and only the
general auditor present.
Carl-Henric Svanberg attended two meetings of the audit committee during the year as part of
his board induction programme.
The board determined that Douglas Flint is the audit committee member with recent and relevant
financial experience as defined by the Combined Code guidance.
The board also determined that Douglas Flint meets the independence criteria provisions of
Rule 10A-3 of the US Securities Exchange Act of 1934 and that Mr Flint may be regarded as an audit
committee financial expert as defined in Item 16A of the Annual Report on Form 20-F. Mr Flint is
group finance director of HSBC Holdings plc and a former member of the Accounting Standards Board
and the Standards Advisory Council of the International Accounting Standards Board.
After l retire from the BP board at the AGM in April 2010, it has been agreed that Douglas
Flint will become chairman of the audit committee.
Attendance
Information and external advice
The committee receives information and reports directly from accountable functional and business
managers and from relevant external sources. BPs board governance principles are explicit that the
board and its committees can access independent advice and counsel when needed on an unrestricted
basis. Further support is provided by the company secretarys office and during 2009 external
specialist legal and regulatory advice was provided to the audit committee in the normal course of
carrying out its responsibilities by Sullivan & Cromwell LLP. In addition to the lead partner for
Ernst & Young, other external audit staff also attended meetings where appropriate to a particular
review of a business or function.
As part of its annual evaluation process, the audit committee looked at whether it has
received sufficient and timely information to enable it to undertake its tasks effectively. It was
concluded that the processes surrounding the reliability and timeliness of information was robust.
The board was kept updated and informed of the audit committees activities and any issues
that had arisen both through the committee minutes and also more immediately through verbal updates
given by myself as committee chair as part of the boards regular agenda.
Training and visits
The composition of the committee was unchanged from the previous year, so training was focused on
deepening knowledge rather than induction.
During the year the committee received briefings on financial reporting developments,
governance changes affecting audit committees, new SEC regulations for oil and gas reserves
accounting and tax reform.
In addition to the site visits made by the board as a whole, the audit committee visited BPs
UK trading operations for an in-depth briefing on the fundamentals of oil and gas trading. This was
supplemented by visits by myself and the secretary of the committee to BPs oil and gas trading
operations in Houston and Chicago. These visits also provided an opportunity to meet staff of the
independent monitor appointed for BPs US trading business. Two members of the committee also
joined the SEEAC visit to BPs Projects and Operations Academies at MIT in March. I found that
visit, and the one I made to the companys accounting, reporting and control course, provided
valuable insight into training deep within the organization.
Committee activities in 2009
![]()
71
Table of Contents
Board performance and biographies
Financial reporting
During the year, the committee reviewed the groups quarterly financial reports, the annual report
and accounts, the annual review and the 20-F before recommending their publication to the board.
The committee also discussed with management the critical accounting policies and judgements
applied in the preparation of those financial reports. This included key assumptions regarding
significant provisions, including those for decommissioning and environmental remediation and those
used for impairment testing. (See Financial statements Note 3 on page 122.)
Monitoring business risk
The committee reviewed reports on the inherent risks within selected areas of BPs businesses and
supporting functions. This together with the related controls and assurance processes is designed
to manage and mitigate such risks. On top of reviewing the major business areas and functions
within BP, this year specific focus was additionally given to Treasury activities, including debt
and liquidity management, to information technology and to the groups oil and gas trading
activities. The committee also reviewed risk management and investment strategy related to pensions
and other post-retirement benefits, the management of taxation and litigation exposures and the
management of BPs approach to insurance.
The work and scope of the executive-level Group Financial Risk Committee (which provides
assurance to the executive on the management of BPs financial risk) was reported to the committee
during the year by the chief financial officer.
Internal control and audit
The committee holds an annual joint meeting at the start of each year with the safety, ethics and
environment assurance committee to review the general auditors report on internal controls and
risk management for the previous year. This provides important input into the boards review of the
companys system of internal control.
The committees agenda includes standing items addressing internal control and these included
in 2009 the quarterly internal audit findings report and the annual assessment of BPs enterprise
level controls.
Further detail on risk management and internal control in BP is outlined in the governance
section of this board performance report above.
External auditors
The committee held two private meetings during the year with the external auditors. These provided
additional opportunity for open dialogue and feedback from both the committee and the auditors
without the presence of BP management. At these meetings, topics covered included the quality of
interaction with executive management, the strength of the financial team and the effectiveness of
the internal audit function. I also meet on my own with the external auditors prior to each audit
committee to discuss the forthcoming agenda.
The committee undertakes regular reviews of the performance, effectiveness and viability of
the external auditors. As part of its 2009 review, senior partners at Ernst & Young who were
independent of the audit team responsible for BP undertook an evaluation process, which involved 22
face-to-face interviews with those BP board members and senior management who have key interactions
with the external auditors. In addition, there was a web-based survey of 185 people representing a
cross section of BPs global finance organization, covering both group reporting and statutory
locations. The results of the interviews and surveys were presented to the committee by the
independent senior partners in July and the auditors were asked to develop an action plan to
address a small number of areas identified for improvement.
The external auditor followed up these findings with a report to the committee in November which
outlined its responses to these areas. The external auditors will perform an assessment of service
quality in 2010 to review the progress against the development areas outlined in the feedback.
Fees
paid to the external auditor for the year (see Financial statements Note 14 on page
134) were $54 million, of which 15% was for non-audit work. The fees and services provided by Ernst
& Young for both audit and non-audit work have decreased in comparison to previous years reflecting
a joint approach to raising efficiency in audit processes as well as a reduction in tax services
and services related to corporate finance transactions. All non-audit work is subject to the
committees advance approval policy and is monitored on a quarterly basis.
The audit committee has considered the proposed fee structure and audit engagement terms for
2010 and has recommended to the board that the reappointment of the external auditors be proposed
to shareholders at the 2010 AGM.
Internal audit
The general auditor attends all committee meetings but also meets regularly on a one-to-one basis
with myself as committee chairman. In July the general auditor met privately with the committee
without the presence of executive management or the external auditors. In reviewing the
effectiveness and quality of the internal audit, the committee also sought input from external
auditors.
The committee receives a quarterly update on the progress of internal audit against its
schedule of audits, is notified of their key findings and tracks any material actions that are
overdue or have been rescheduled. The proposed internal audit work programme for the year was
agreed by the committee in January. The committee was satisfied that it appropriately responded to
the key risks facing the company and that the function had sufficient staff and resources to
complete its work.
Other activities
The committee receives quarterly reports from the group compliance and ethics function which
examine areas of potential non-compliance with the companys Code of Conduct and remedial actions
that are being undertaken. The committee also receives an annual certification report which is
signed by the group chief executive. The committee reviews quarterly reports on financial issues
and concerns that have been raised through the group-wide employee concerns programme, OpenTalk and
quarterly updates from internal audit on instances of actual or potential fraud.
Committee evaluation
The committee conducts an annual review of its performance and effectiveness. For 2009, this review
was facilitated externally as part of the wider review of the board and its committees. The
external facilitator undertook one-to-one interviews with each committee member, plus those who
provide support to the committee and the external auditor. The review concluded that the audit
committee was effective in carrying out its duties.
On behalf of the audit committee,
Sir Ian Prosser
Audit committee chairman
72
Table of Contents
Board performance and biographies
Safety, ethics and environment assurance committee report
This report describes the role of the safety, ethics and environment assurance committee (SEEAC)
and notes particular activities undertaken in 2009.
The role of the SEEAC requires us to look at the processes adopted by the executive management
to identify and mitigate significant non-financial risks and receive assurance that they are
appropriate in design and effective in implementation. Following the tragic incident at the Texas
City refinery in 2005 the committee has observed a number of key developments, including: the
establishment of a safety & operations (S&O) function with the highest calibre of staff;
development of a group-wide operating management system (OMS) which is being progressively adopted
by all operating sites; the establishment of training programmes in conjunction with MIT that are
teaching project management and operational excellence; the dissemination of standard engineering
practices throughout the group; and the formation of a highly experienced S&O audit team formed to
assess the safety and efficiency of operations and recommend improvements. Throughout this time the
group chief executive has made safety the number one priority. The committees focus in S&O will
now be to monitor how these advances are interpreted into the culture of day-to-day operations.
As in all years the committee has not focused solely on S&O. Our main tasks include:
The full list of the tasks and requirements of the SEEAC are set out in BPs board governance
principles, at www.bp.com/governance. The committee reviews its tasks and processes on a regular
basis and seeks to learn from the challenges and issues of the previous year when setting its
future agenda. Following the committee evaluation in 2009, which was an integral part of the
external evaluation undertaken by the board, it was concluded that the SEEACs tasks and
requirements remained appropriate.
Committee structure
The SEEAC comprises four non-executive directors. Sir Tom McKillop left the committee when he
retired from the board in April. Erroll Davis, Jr joined the SEEAC in May 2009 and will continue
until his retirement in April 2010. Paul Anderson joined in February 2010. Both bring broad
experience of the international energy industry. The committee membership is completed by Antony
Burgmans, Cynthia Carroll and myself as chairman. Support is provided by the committee secretary,
David Pearl, BPs deputy company secretary.
In addition to its non-executive members, the committee invites the lead partner of the
external auditors, the BP general auditor (head of internal audit) and the group head of safety and
operations to attend each meeting. Meetings are also attended by relevant senior executive
managers. Tony Hayward was the principal executive liaison with the committee in 2009 and led the
management reporting at all seven meetings of the SEEAC. The chief executives of Refining and
Marketing, and Exploration and Production, Iain Conn and Andy Inglis, attended to report on topics
specific to their businesses. As outlined in the report of the audit committee, one of SEEACs
meetings each year is held jointly with the audit committee to review BPs system of internal
control and discuss the forward programme of the internal audit function.
The committee holds private sessions without the presence of executive management at the end
of each meeting. This provides an opportunity to reflect on the effectiveness of each meeting and
confirm actions to be pursued. Updating the wider board on the committees activities and key
issues is achieved through the circulation of minutes and through the verbal reports I provide as
committee chairman to the board meetings.
Attendance
Information and external advice
SEEAC receives information from external and internal sources, including directly from the business
segments and supporting functions such as group compliance and ethics, safety and operations and
internal audit. During 2009 the committees principal external input has been provided by Duane
Wilson, the independent expert (see the Independent expert section on the following page). SEEAC
can access any other independent advice and counsel if it requires, on an unrestricted basis.
Training and visits
The committee participated in the boards visit to the US west coast fuels value chain in September
which enabled members to discuss safety, operational integrity and environmental matters first hand
at a marine terminal, a refinery, an inland distribution terminal and a retail site.
The committee also visited the Projects and Operations
Academies at MIT (described in the board report above), and participated in working sessions with
course participants. In October the committee secretary and I visited the companys international
centre for business and technology at Sunbury. We were briefed by the group head of engineering and
group head of operations and their teams on OMS and the standard operating and engineering
practices applied within the businesses.
73
Table of Contents
Board performance and biographies
Committee
activities in 2009
![]() Safety and operations
The committee received regular reports from the group operations risk committee (GORC) including
data on company-wide safety and operational integrity performance, and was briefed on significant
compliance issues including those arising with OSHA and other US regulatory agencies. We continued
to monitor progress made in developing robust leading and lagging indicators in process safety.
Other topics covered by the GORC and reviewed with the committee included improving corporate
learning from safety incidents, strengthening the group-wide safety culture, and capability
training programmes across the company. The committee also received a detailed briefing on the work
of the safety and operations audit function.
North Sea helicopter incident
Following the tragic accident in April when a helicopter operated by Bond Offshore Helicopters
carrying BP sub-contractors came down in the North Sea, Andy Inglis reviewed with the committee
BPs response and the information emerging in interim reports from the UK Air Accident
Investigation Branch (AAIB). Although the AAIB is yet to publish its final report, it is our
understanding that the accident was caused by a gearbox failure. The impact of such an incident was
deeply felt by the committee.
Independent expert
The committee spent considerable time with Mr Duane Wilson who was appointed in 2007 by the board
as an independent expert to provide an objective assessment of BPs progress in implementing the
recommendations of the BP US Refineries Independent Safety Review Panel (aimed at improving process
safety performance at BPs five US refineries). Mr Wilson, who was previously a member of the panel
and is independently funded through the company secretarys office, reported to us at five of our
meetings. The committee was advised of evident progress against defined programmes to improve
process safety performance at our US refineries. However it was also recognized that the journey
requires investment not only in engineering but in sustaining cultural change and this will take
many years to complete.
Mr Wilsons updates to the committee reflected the workplan which we agree with him annually
and the outcomes of his visits to BPs
US refining sites. In March 2009, he published his second annual report which assessed BPs
progress against the 10 panel recommendations. Mr Wilson concluded that good progress was being
made, in particular that BPs tone at the top was reinforcing valuable positive messages on the
importance of process safety, that the panels recommendations had become embedded in the planning
and resource allocation processes at all US refineries and that BPs Safety and Operations audit
programme had matured into a comprehensive, high-quality programme. Areas where Mr Wilson believed
more attention was warranted included further reduction in overtime, for the small percentage of
individuals where this practice remained, in order to reduce the potential for fatigue,
improvements to the investigation reports associated with incident investigations and development
of comprehensive plans for safety instrumented systems (SIS) for the refineries in the US.
Mr Wilsons report was made available on BPs website.
Regional and functional reports
In the past year we have reviewed the companys approach to corporate social responsibility by
taking BPs operations in Azerbaijan as a case study.
With BP operating one of the largest tanker fleets in the world we have sought and received
assurance from its chief executive regarding fleet integrity and operating standards.
During 2009 we also reviewed reports on the identification and management of the groups
security risks and the progress made in HSE at TNK-BP.
Internal audit and compliance and ethics
The committee received and discussed quarterly reports from the group compliance and ethics
officer. Each year we review compliance with the companys code of conduct and the attention
devoted to enforcing a standard of acceptable behaviour on a global basis. The group chief
executives own certification is provided to the committee. The compliance and ethics officer also
reports to the committee on the operation of the employee concerns programme OpenTalk and the work
of the US ombudsman. We are looking for further improvement in OpenTalk to be made in the coming
year.
We also reviewed reports from internal audit addressing the programme of audits undertaken
throughout the year, key audit findings and managements responses. These findings help focus our
agendas to areas that require more attention. The committee was also briefed on the enhanced
co-ordination between internal audit and other audit functions in the group, including Safety and
Operations.
Other topics
During the year the committee was regularly updated on the companys plans in response to a
potential pandemic and in May received a report on health risk management in the workplace. In
October the committee reviewed risk evaluation and mitigation related to potential loss of
containment in Refining and Marketings logistics operations.
The committee believes, given the scale and diversity of this company and recognizing that it
operates primarily in hydrocarbon businesses, that it receives information in sufficient depth to
provide overall assurance of the managements commitment to achieve world class levels of safe,
reliable and compliant operations.
On behalf of the safety, ethics and environment assurance committee,
Sir William Castell
SEEAC chairman
74
Table of Contents
Board performance and biographies
Remuneration committee report
Structure of the committee
Members of the remuneration committee during the year were Dr DeAnne Julius (chairman) and Sir Ian
Prosser. Sir Tom McKillop stepped down from the committee when he retired from the board in April
2009 and Erroll Davis, Jr left the committee at the end of April 2009. Antony Burgmans and George
David joined the committee in May 2009. The chairman of the board attends meetings of the committee
and Carl-Henric Svanberg attended meetings prior to becoming chairman on 1 January 2010.
Attendance
The committee met eight times during 2009:
Role and authority of the committee
The committee determines on behalf of the board the terms of engagement and remuneration of the
group chief executive and executive directors and reports on these to shareholders. It also makes
recommendations to the board regarding the chairmans remuneration. The committee is independently
advised.
Further details on the committees role, authority and activities during the year are set out
in the directors remuneration report, which is the subject of a vote by shareholders at the 2010
AGM.
On behalf of the remuneration committee,
Dr DeAnne Julius
Remuneration committee chairman
Nomination committee report
This has been a very active year for the committee which has met 15 times.
The main tasks of the committee are:
Committee structure
The committee is comprised of the chairman and the chairs of the SEEAC, audit and remuneration
committees. During the year, Peter Sutherland, Sir William Castell, Sir Ian Prosser and Dr DeAnne
Julius were members. After his appointment on 1 September, Carl-Henric Svanberg has attended
meetings of the committee. Dr Hayward has also attended certain meetings of the committee during
the year.
Attendance
The work of the committee during the year has been focused on two areas:
On behalf of the nomination committee,
Carl-Henric Svanberg
Chairman
75
Table of Contents
Board performance and biographies
Chairmans committee report
The committee met five times in 2009.
Committee structure
The chairmans committee consists of the chairman and all the non-executive directors.
Attendance
The main tasks of the committee are:
Committee activities
During the year, the committee reviewed:
Dr Hayward attended a number of meetings of the committee and considered with the committee his
response to the strategic and operational challenges facing the group and their implication for the
evaluation of the senior management team. Corporate culture and tone from the top also remain an
area of active discussion.
On behalf of the chairmans committee,
Carl-Henric Svanberg
Chairman
Directors interests
The above figures indicate and include all the beneficial and non-beneficial interests of each
director of the company in shares of the company (or calculated equivalents) that have been
disclosed to the company under the Disclosure and Transparency Rules as at the applicable dates.
Executive directors are also deemed to have an interest in such shares of the company held from
time to time by the BP Employee Share Ownership Plan (No. 2) to facilitate the operation of the
companys option schemes.
No director has any interest in the preference shares or debentures of the company or in the
shares or loan stock of any subsidiary company.
76
Table of Contents
Table of Contents
Part 1 Summary
In a volatile year for the world economy, the BP executive team produced excellent results. While
salaries were frozen for all directors in 2009, the variable performance-related pay reflected the
impressive achievements of the year and the turnaround of performance over the past three years.
The details of executive director remuneration are set out in the table on the opposite page.
The remuneration committee sets the measures and targets for the annual bonus element of
variable pay at the beginning of the year, based on the strategy and annual plan accepted by the
board. The strategy is built around safety, people and performance. The measures included key
safety measures (15% of bonus), staff numbers and survey results to reflect the people priorities
(15%) and a set of financial and operational targets to measure performance (70%). Nearly all
targets were exceeded, some substantially, with particularly strong performance on cost reduction,
exploration success, production start-ups and refining performance. This overall excellent
performance was also reflected in the market, where BP shareholders recorded the highest total
shareholder return (TSR) of all the oil majors for the year.
The other element of variable pay is awarded in shares based on BPs performance over three
years, compared with the other oil majors. Following the process approved by shareholders in the
Executive Directors Incentive Plan (EDIP), the committee first reviews the three-year TSR of BP
compared with its peers and then considers a set of underlying business metrics, again in
comparison with peers. When there is a difference between the two comparisons, the committee
decides which level of vesting best represents BPs relative three-year performance. This year the
TSR result was tightly clustered and sensitive to calculation methodology. For example, based on a
three-month averaging of endpoints, BP came fourth whereas on a one-month averaging it came second.
On underlying metrics, BP ranked first on four of the six reviewed (production growth, earnings per
share growth, change in return on average capital employed and free cash flow) and second or third
on the others (Refining and Marketing earnings per barrel
and net income growth). Following the process set out in the EDIP, the committee judged BP to be
tied for third place and thus shared the vesting outcome for third and fourth place to result in a
vesting of 17.5% of the maximum award.
During the year the committee conducted a full review of BPs remuneration policy, and
particularly the EDIP, which is being put before shareholders for renewal this year. We consulted
with a number of our shareholders, reviewed the actual experience with applying EDIP rules over the
past five years and considered recent developments in the marketplace. Overall we concluded that
the basic structure of the EDIP remains appropriate, but that some rebalancing of elements is
warranted. The key change we propose is to require a portion of the annual bonus to be deferred,
paid in shares and matched after three years subject to an assessment of safety and environmental
sustainability over the three-year period. This change would place more focus on the long term,
highlight the importance of safety and build a larger equity stake for executives that we believe
aligns their interests well with shareholders. To balance this additional bonus element, we propose
to reduce the maximum award of performance shares in the renewed EDIP so as to maintain the current
quantum of total remuneration. These changes are summarized in the table below.
It has been an excellent year for BP and its shareholders. In determining annual and long-term
awards, the committee has recognized the very real achievements of the executive team. For the
future, we believe our revised EDIP provides a sound framework with which to competitively reward
our top executives for continued success in this long-term business.
Dr DeAnne S Julius
Chairman, Remuneration Committee
26 February 2010
Summary of future remuneration components
78
Table of Contents
Directors remuneration report
Summary of remuneration of executive directors in 2009a
![]() This graph shows the growth in value of a hypothetical £100 holding in BP p.l.c. ordinary shares
over five years, relative to the FTSE 100 Index (of which the company is a constituent). The values
of the hypothetical £100 holdings at the end of the five-year period were £141.75 and £134.58
respectively.
Remuneration of non-executive directors in 2009a
While fees were held at 2008 levels, in 2009 actual fees paid to
non-executive directors were affected by changes in committee membership and the number of transatlantic meetings for which an attendance allowance was paid. In 2009 the chairman reviewed non-executive director remuneration taking into account the
review completed in 2008. The chairman made a recommendation to the board (which was agreed) to
maintain the 2008 structure until a further review in 2010.
79
Table of Contents
Directors remuneration report
Part 2 Executive directors remuneration
2009 remuneration
Salary
Executive directors have had no salary increases since July 2008, with the exception of Mr Dudley
who was appointed to the board in April 2009. Dr Haywards salary remains £1,045,000, Mr Conns
£690,000, Mr Dudleys $1,000,000, Dr Grotes $1,380,000, and Mr Ingliss £690,000.
Annual bonus
The annual bonus awards for 2009 reflect the excellent performance achieved across the business and
are set out in the table on page 79.
Performance measures and targets were set at the beginning of the year based on the groups
annual plan. Group results formed the basis for Dr Haywards, Mr Dudleys and Dr Grotes annual
bonus and were weighted 70% on financial and operating results (including profit, cash flow, cash
costs, production, reserves replacement, Refining and Marketing profitability, refining
availability, and installed wind capacity), 15% on safety (both metrics and progress on plans), and
15% on people (including organizational changes and employee attitudes). Mr Conns and Mr Ingliss
annual bonuses were based 50% on the group results as above, and 50% on their respective business
unit results (also a mix of financial, operating, safety and people measures). The target level of
bonus for executive directors was 120% of salary with committee judgement to award up to 150% for
exceeding targets and above that level to recognize exceptional performance.
Targets were exceeded on virtually all key measures during 2009, a number by a substantial
margin and resulting in bonuses averaging 170% of salary.
All key safety and operating metrics (including days away from work case frequency (DAFWCF),
recordable injury frequency (RIF), oil spills, loss of primary containment, and process safety high
potential incidents) showed good results and significant improvements in all cases from 2008.
Implementation of the operating management system (OMS) progressed ahead of plan and is now
successfully installed at 70 operating entities including all major downstream sites. People
metrics were also exceeded. Major organizational restructuring was completed including reducing the
number of group leaders and senior level leaders in excess of plan. The employee survey results
showed significant improvement in key aspects such as safety and compliance and performance
culture, as well as overall employee satisfaction.
Exceptional results were achieved on financial and operating measures. Replacement cost profit
was some $5 billion above plan after adjusting for the oil price and other environmental factors.
Cash costs were reduced substantially. Production increased by more than 4% while unit production
costs reduced by 12%. The reserves replacement ratio was 129%, continuing an industry-leading
performance. Refining and Marketing cash costs were reduced by 15%, and refining availability
increased to 94%. Refining and Marketing profitability exceeded plan after adjusting for a
dramatically weaker industry environment.
Exploration and Production achieved major project start-ups in the Gulf of Mexico, Indonesia and
Trinidad & Tobago. Exploration successes included the Tiber discovery in the Gulf of Mexico and new
access for future growth was secured in Iraq, Indonesia and Jordan as well as new acreage in the
Gulf of Mexico.
The excellent results achieved during 2009 reflect the strong leadership of the executive team
and their continuing focus on safety, people and performance.
2007-2009 share element
This momentum of improvement is also apparent over the three-year performance period covered by the
2007-2009 share element under the EDIP. Performance for the share element is assessed relative to
the other oil majors ExxonMobil, Shell, Total and Chevron. The committee follows the assessment
process approved by shareholders in determining the vesting of shares that had been awarded at the
start of 2007. It first compares the total shareholder return (TSR) of each of the majors and then
reviews underlying performance metrics across the same group. Given the small peer group,
similarity of their businesses, and general imperfections in measurement, there will be occasions
when results of some or all of the companies are tightly clustered. In such circumstances, a small
difference in TSR performance or calculation methodology could produce a large, and inappropriate,
difference in vesting level. To counter this the committee has the obligation to review both
relative TSR and underlying performance to ensure a balanced judgement is made. Such was the case
with regard to the 2007-2009 metrics.
The TSR result was tightly clustered for 2007-2009 with BP coming fourth based on our
established methodology but very close to third place. As required by the plan, the committee
reviewed a number of financial and operating metrics to assess relative underlying performance.
These included the average change over the three years of EPS, ROACE, free cash flow, net income,
production growth and Refining and Marketing profitability. The review of underlying performance
showed BP in a strong relative position. BP came first on change in EPS growth, ROACE, free cash
flow and production, on adjusted net income BP ranked second and on Refining and Marketing
profitability it came third. Based on the full review and combining both the TSR and underlying
analysis, the committee judged BP to be tied for third place and thus shared the vesting outcome
for third and fourth place (35% and 0% respectively) as set out in the plan rules. The resulting
17.5% vesting for eligible participants is also shown in the table on
page 79.
Remuneration policy review
During 2009 the committee carried out a comprehensive review of its remuneration policy for
executive directors. The review covered all components of remuneration, both fixed and variable,
short term and long term. It focused especially on the EDIP which provides the framework for
long-term, variable pay. The current EDIP was approved by shareholders in 2005 and will expire in
April 2010, when a renewal will be put to shareholder vote. As part of its review the committee met
with key shareholders to assess the current pay structure and test areas for change.
The basic principles that guide remuneration policy for executive directors in BP formed the
starting point for the review. These include:
80
Table of Contents
Directors remuneration report
The committees review concluded that the basic structure of fixed and variable pay remains
appropriate. The EDIP gives the committee a range of tools, within an overall framework approved by
shareholders, with which to construct remuneration packages that are tailored to the companys
business objectives each year and are calibrated to achieve the desired linkage between performance
and pay.
While the basic structure of the EDIP remains appropriate, the committee concluded that three
of its features should be revised. First, with respect to the annual bonus, a new element should be
added to require one-third of the bonus to be deferred for three years and paid in shares rather
than cash. At the end of this three-year period, subject to an assessment of safety and
environmental sustainability, the deferred bonus would be matched with additional shares on a
one-for-one basis. Executives would also have the opportunity to defer an additional one-third of
their annual bonus on this basis.
Second, with respect to the long-term performance share element, the maximum number of shares
should be reduced to offset the more generous annual bonus and deferred element in the revised EDIP
and thereby keep the total quantum of remuneration roughly constant.
Third, the current EDIP includes a provision for discretionary cash payments which has never
been used. This provision will be omitted from the revised EDIP.
Detail of elements of remuneration
The majority of total remuneration is long term and varies with performance, with the largest
elements share based, further aligning interests with shareholders.
Salary
The committee normally reviews salaries annually, taking into account other large Europe-based
global companies as well as relevant US companies. These groups are each defined and analysed by
the committees independent remuneration advisers.
Annual bonus
The committee sets bonus targets and levels of eligibility each year for all executive directors.
For the 2010 bonus, the committee has adjusted bonus levels and structure of payment, as part of
the wider rebalancing of the remuneration mix.
The on-target bonus level for 2010 is 150% of salary with the maximum of 225% of salary. This
was changed from the target for 2009 referred to earlier.
Group results will be determined based on six metrics comprising safety, people and four
performance-related measures including:
Dr Haywards and Mr Dudleys bonus will be based on group results.
Mr Conn, Dr Grote and Mr Inglis will have 70% of their bonus based on the above group results and
30% on the results of their respective business segments as measured by key performance metrics and
milestones set out in the annual plan. For Exploration and Production, these include production
costs and reserves replacement as well as safety and new opportunities. For Finance, they focus on
specific business and cost targets. For Refining and Marketing, they include refining availability,
earnings and cash costs, as well as safety and work simplification.
The committee will also review carefully the underlying performance of the group in light of
company business plans and will look at competitors results, analysts reports and the views of
the chairmen of other BP board committees when assessing results.
The committee can decide to reduce bonuses where this is warranted and, in exceptional
circumstances, bonuses can be reduced to zero.
Deferred bonus
One-third of the annual bonus will be deferred into shares for three years and matched by the
company on a one-for-one basis. Both deferred and matched shares will vest contingent on an
assessment of safety and environmental sustainability over the three-year deferral period. If the
committee assesses that there has been a material deterioration in safety and environmental
metrics, or there have been major incidents revealing underlying weaknesses in safety and
environmental management, then it may conclude that shares should vest in part, or not at all. In
reaching its conclusion, the committee will obtain advice from the safety, ethics and environment
assurance committee (SEEAC).
Executive directors may voluntarily defer a further one-third of their annual bonus into
shares, which will be capable of vesting, and will qualify for matching, on the same basis as set
out above.
Where shares vest, the executive director will receive additional shares representing the
value of the reinvested dividends.
This structure of deferred bonuses, paid in shares, places increased focus on long-term
alignment and reinforces the critical importance of maintaining high safety and environmental
standards.
Performance shares
The share element of the EDIP has been a feature of the plan, with some modifications, since its
inception in 2000. To reflect the introduction of the deferred matching element, the maximum number
of shares that can be awarded will be reduced from 7.5 times salary to 5.5 times salary for the
group chief executive and from 5.5 times salary to 4.75 times salary for the chief executive of
Exploration and Production, and to four times salary for the other executive directors.
Performance shares will only vest to the extent that a performance condition is met, as
described below. In addition, the committee will have an overriding discretion, in exceptional
circumstances (relating to either the company or a particular participant) to reduce the number of
shares that vest (or to provide that no shares vest).
The compulsory retention period will also be decided by the committee and will not normally be
less than three years. Together with the performance period, this gives executive directors a
six-year incentive structure, which is designed to ensure their interests are aligned with those of
shareholders.
Where shares vest, the executive director will receive additional shares representing the
value of the reinvested dividends.
The committees policy, reflected in the EDIP, continues to be that each executive director
builds a significant personal shareholding, with a target of shares equivalent in value to five
times salary, within a reasonable time from appointment as an executive director.
81
Table of Contents
Directors remuneration report
Performance conditions
Performance conditions for the 2010-12 share element will continue the structure used in the
2009-2011 plan.
Vesting of shares will be based, as to one-third, on BPs TSR compared with other oil majors
over a three-year period and as to
two-thirds, on a balanced scorecard of underlying performance.
BPs TSR performance will be compared with the other oil majors ExxonMobil, Shell, Total,
ConocoPhillips and Chevron. This comparison group can be altered if circumstances change, for
example, if there is significant consolidation or change in the industry. While this comparison
group is narrow, it is used by both management and shareholders in assessing BPs comparative TSR
performance.
The inclusion of relative TSR is an appropriate way of measuring performance for the purposes
of a long-term incentive for executive directors as it reflects the creation of shareholder value
while minimizing the impact of sector specific events such as the oil price. TSR is calculated as
share price performance over the relevant period, assuming dividends are reinvested. All share
prices are averaged over the three-month period before the beginning and end of the performance
period. They are measured in US dollars.
The balanced scorecard will be assessed by the committee on three measures reflecting key
priorities in BPs strategy, production growth, Refining and Marketing profitability and group
underlying net income. Both production growth and Refining and Marketing profitability are key
strategic objectives for the group and key drivers of value for shareholders. Group underlying net
income acts as a holistic measure of success reflecting revenues, costs and complexity as well as
safe and reliable operations. The three underlying measures will be averaged to form the balanced
scorecard component.
All the above measures will be compared with the other oil majors to determine the overall
vesting result. The methodology used will rank each of the five other majors on each of the
measures. BPs performance will then be compared on an interpolated basis relative to the
performance of the other five. Performance shares will vest at 100%, 70% and 35% for performance
equivalent to first, second and third rank respectively and none for fourth or fifth place. For
performance between second and third or first and second, the result will be interpolated based on
BPs performance relative to the company ranked directly above and below it.
The committee considers that this combination of measures provides a good balance of external
as well as internal metrics reflecting both shareholder value and operating priorities. As in
previous years, the committee may exercise its discretion, in a reasonable and informed manner, to
adjust vesting levels upwards or downwards if it concludes the quantitative approach does not
reflect the true underlying health and performance of BPs business relative to its peers. It will
explain any adjustments in the next directors remuneration report following the vesting, in line
with its commitment to transparency.
In exceptional recruitment circumstances, the committee may award performance shares that are
subject to a requirement of continued service over a specified period, rather than a corporate
performance condition.
Pensions
Executive directors are eligible to participate in the appropriate pension schemes applying in
their home countries. Details are set out in the table on page 83.
UK directors
UK directors are members of the regular BP Pension Scheme. The core benefits under this scheme are
non-contributory. They include a pension accrual of 1/60th of basic salary for each year of
service, up to a maximum of two-thirds of final basic salary and a dependants benefit of
two-thirds of the members pension. The scheme pension is not integrated with state pension
benefits.
The rules of the BP Pension Scheme were amended in 2006 such that the normal retirement age is
65. Prior to 1 December 2006, scheme members could retire on or after age 60 without reduction.
Special early retirement terms apply to pre-1 December 2006 service for members with long service
as at 1 December 2006.
Pension benefits in excess of the individual lifetime allowance set by legislation are paid
via an unapproved, unfunded pension arrangement provided directly by the company.
Although Mr Inglis is, like other UK directors, a member of the BP Pension Scheme, he is
currently based in Houston, US. His participation in the BP Pension Scheme gives rise to a US tax
liability. During 2009, the committee approved the discharge of this US tax liability under a tax
equalization arrangement amounting to $90,314.
US directors
Dr Grote and Mr Dudley participate in the US BP Retirement Accumulation Plan (US plan) which
features a cash balance formula. Pension benefits are provided through a combination of
tax-qualified and non-qualified benefit restoration plans, consistent with US tax regulations as
applicable.
The Supplemental Executive Retirement Benefit (supplemental plan) is a non-qualified top-up
arrangement that became effective on
1 January 2002 for US employees above a specified salary level. The benefit formula is 1.3% of
final average earnings, which comprise base salary and bonus in accordance with standard US
practice (and as specified under the qualified arrangement), multiplied by years of service. There
is an offset for benefits payable under all other BP qualified and non-qualified pension
arrangements. This benefit is unfunded and therefore paid from corporate assets.
Dr Grote and Mr Dudley are eligible to participate under the supplemental plan. Their pension
accrual for 2009, shown in the table below, includes the total amount that could become payable
under all plans.
Other benefits
Executive directors are eligible to participate in regular employee benefit plans and in
all-employee share saving schemes applying in their home countries. Benefits in kind are not
pensionable. BP provides accommodation in London for both Mr Inglis and Mr Dudley.
82
Table of Contents
Directors remuneration report
Pensionsa
83
Table of Contents
Directors remuneration report
Performance share element of EDIPa
84
Table of Contents
Directors remuneration report
Share optionsa
85
Table of Contents
Directors remuneration report
Service contracts
Director
Service contracts have a notice period of one year and may be terminated by the company at any time
with immediate effect on payment in lieu of notice equivalent to one years salary or the amount of
salary that would have been paid if the contract had been terminated on the expiry of the remainder
of the notice period. The service contracts are expressed to expire at a normal retirement age of
60 (subject to age discrimination).
Dr Grotes contract is with BP Exploration (Alaska) Inc. He is seconded to BP p.l.c. under a
secondment agreement of 7 August 2000, which expires at the date of the 2011 Annual General
Meeting.
Mr Dudleys contract is with BP Corporation North America Inc. He is seconded to BP p.l.c. under a
secondment agreement of 15 April 2009 which expires on 15 April 2012. Both secondments can be
terminated by one months notice by either party and terminate automatically on the termination of
their service contracts.
There are no other provisions for compensation payable on early termination of the above
contracts. In the event of the early termination of any of the contracts by the company, other than
for cause (or under a specific termination payment provision), the relevant directors then current
salary and benefits would be taken into account in calculating any liability of the company.
All service contracts include a provision to allow for severance payments to be phased, when
appropriate. The committee will also consider mitigation to reduce compensation to a departing
director, when appropriate to do so.
Executive directors external appointments
The board encourages executive directors to broaden their knowledge and experience by taking up
appointments outside the company. Each executive director is permitted to accept one non-executive
appointment, from which they may retain any fee. External appointments are subject to agreement by
the chairman and reported to the board. Any external appointment must not conflict with a
directors duties and commitments to BP.
During the year, the fees received by executive directors for external appointments were as
follows:
Executive director
Remuneration committee
All the members of the committee are independent non-executive directors. Throughout the year, Dr
Julius (chairman), and Sir Ian Prosser were members. Mr Davis and Sir Tom McKillop served on the
committee until April 2009 and were succeeded by Mr Burgmans and Mr David in May 2009. The group
chief executive was consulted on matters relating to the other executive directors who report to
him and on matters relating to the performance of the company; neither he nor the chairman were
present when matters affecting their own remuneration were discussed.
The remuneration committees tasks, as set out in the board governance principles, are:
86
Table of Contents
Directors remuneration report
Constitution and operation
Each member of the remuneration committee is subject to annual re-election as a director of the
company. The board considers all committee members to be independent (see page 68).
They have no personal financial interest, other than as shareholders, in the committees
decisions.
The committee met eight times in the period under review. The chairman of the board attends
meetings of the committee and Mr Svanberg attended meetings prior to becoming chairman on
1 January 2010.
The committee is accountable to shareholders through its annual report on executive directors
remuneration. It will consider the outcome of the vote at the AGM on the directors remuneration
report and take into account the views of shareholders in its future decisions. The committee
values its dialogue with major shareholders on remuneration matters.
Advice
Mr Aronson, an independent consultant, is the committees secretary and independent adviser. Advice
was also received from Mr Jackson, the company secretary, and from the company secretarys office,
which is independent of executive management and reports to the chairman of the board.
The committee also appoints external advisers to provide specialist advice and services on
particular remuneration matters. The independence of the advice is subject to annual review.
In 2009, the committee continued to engage Towers Watson as its principal external adviser.
Towers Watson also provided other remuneration and benefits advice to parts of the group.
Freshfields Bruckhaus Deringer LLP provided legal advice on specific matters to the committee,
as well as providing some legal advice to the group.
Ernst & Young reviewed the calculations on the financial-based targets that form the basis of
the performance-related pay for executive directors, that is, the annual bonus and share element
awards described on page 79, to ensure they met an independent, objective standard. They also
provided audit, audit-related and taxation services for the group.
Part 3 Non-executive directors remuneration
The board sets the level of remuneration for all non-executive directors within a limit approved
from time to time by shareholders. Key elements of BPs policy on non-executive director
remuneration include:
Process
BP reviews the quantum and structure of chairman and non-executive remuneration on an annual basis.
The chairmans remuneration is reviewed by the remuneration committee, which makes a recommendation
to the board; the chairman does not vote on his own remuneration. Non-executive director
remuneration is reviewed by the chairman, who makes a recommendation to the board; non-executive
directors do not vote on their own remuneration.
2009 review of chairman and non-executive director remuneration
In 2009, the chairman reviewed non-executive director remuneration taking into account the review
completed in 2008. The chairman made a recommendation to the board (which was agreed) to maintain
the 2008 structure until a further review in 2010.
Carl-Henric Svanberg was appointed to the board in September 2009. At the time of his
appointment, the remuneration committee looked at a comparison of remuneration for FTSE and
international chairmen in determining his fee. The committee determined that in common with the
previous chairman, he should receive the use of a chauffeured car, a maintained office for company
business and security advice. In addition, the committee recognized that the appointment was to be
Mr Svanbergs main commitment and as he would be performing a proportion of his duties from Sweden,
limited but appropriate secretarial support in Sweden would be provided. Mr Svanberg is also
eligible for a single relocation allowance of up to £100,000 to cover expenses incurred in
relocating to London from Sweden.
Mr Svanberg received the basic non-executive director fee and transatlantic attendance
allowance for the period between his appointment and his assumption of the role of chairman on 1
January 2010. On his appointment as chairman in 2010, the chairmans fee increased to £750,000.
87
Table of Contents
Directors remuneration report
Fee structure
The table below shows the fee structure for non-executive directors on 1 January 2010:
Remuneration of non-executive directors in 2009a
While fees were held at 2008 levels, in 2009 actual fees paid to non-executive directors were
affected by changes in committee membership and the number of transatlantic meetings to which an
attendance allowance was paid.
No share or share option awards were made to any non-executive director in respect of service
to the board during 2009.
Non-executive directors have letters of appointment which recognize that, subject to the
Articles of Association, their service is at the discretion of shareholders. All directors stand
for re-election at each AGM.
Superannuation gratuities
Until 2002, BP maintained a long-standing practice whereby non-executive directors who retired from
the board after at least six years service were eligible for consideration for a superannuation
gratuity. The board was, and continues to be, authorized to make such payments under the companys
Articles of Association. In 2002, the board revised its policy so that non-executive directors
appointed to the board after
1 July 2002 would not be eligible for a superannuation gratuity, and that directors in service at
that date would remain eligible but service past
1 July 2002 would not be taken into account by the board in considering the amount of the
superannuation gratuity.
The amount of the superannuation gratuity is calculated according to the following:
Peter Sutherland, who retired on 31 December 2009, is entitled to a superannuation gratuity of
£280,000 in line with the policy arrangements agreed in 2002 and outlined above. Mr Sutherland has
asked that the full balance of the gratuity be donated to an educational foundation.
Non-executive directors of Amoco Corporation
Non-executive directors who were formerly non-executive directors of Amoco Corporation have
residual entitlements under the Amoco Non-Employee Directors Restricted Stock Plan. Directors were
allocated restricted stock in remuneration for their service on the board of Amoco Corporation
prior to its merger with BP in 1998. On merger, interests in Amoco shares in the plan were
converted into interests in BP ADSs. The restricted stock will vest on the retirement of the
non-executive director at the age of 70 (or earlier at the discretion of the board). Since the
merger, no further entitlements have accrued to any director under the plan. The residual
interests, as interests in a long-term incentive scheme, are set out in the table below:
Past directors
Mr Miles (who was a non-executive director of BP until April 2006) was appointed as a director and
non-executive chairman of BP Pension Trustees Limited in October 2006. During 2009, he received
£150,000 for this role.
Dr Walter Massey (who retired as a non-executive director of BP in April 2008) was appointed
to the BP America External Advisory Council in April 2008 for a period of two years. During 2009,
he received US$93,750 for this role.
This directors remuneration report was approved by the board and signed on its behalf by David J
Jackson, company secretary, on 26 February 2010.
88
Table of Contents
Additional information
for shareholders
Table of Contents
Additional information for shareholders
Critical accounting policies
The significant accounting policies of the group are summarized in Financial statements Note 1
on page 114.
Inherent in the application of many of the accounting policies used in preparing the financial
statements is the need for BP management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual outcomes could differ from the
estimates and assumptions used. The following summary provides more information about the critical
accounting policies that could have a significant impact on the results of the group and should be
read in conjunction with the Notes on financial statements.
The accounting policies and areas that require the most significant judgements and estimates
used in the preparation of the consolidated financial statements are in relation to oil and natural
gas accounting, including the estimation of reserves, the recoverability of asset carrying values,
taxation, derivative financial instruments, provisions and contingencies, and pensions and other
post-retirement benefits.
Oil and natural gas accounting
The group follows the principles of the successful efforts method of accounting for its oil and
natural gas exploration and production activities.
The acquisition of geological and geophysical seismic information, prior to the discovery of
proved reserves, is expensed as incurred.
Exploration licence and leasehold property acquisition costs are capitalized within intangible
assets and are reviewed at each reporting date to confirm that there is no indication that the
carrying amount exceeds the recoverable amount. This review includes confirming that exploration
drilling is still under way or firmly planned or that it has been determined, or work is under way
to determine, that the discovery is economically viable based on a range of technical and
commercial considerations and sufficient progress is being made on establishing development plans
and timing. If no future activity is planned, the remaining balance of the licence and property
acquisition costs is written off. Lower value licences are pooled and amortized on a straight-line
basis over the estimated period of exploration.
For exploration wells and exploratory-type stratigraphic test wells, costs directly associated
with the drilling of wells are initially capitalized within intangible assets, pending
determination of whether potentially economic oil and gas reserves have been discovered by the
drilling effort. These costs include employee remuneration, materials and fuel used, rig costs,
delay rentals and payments made to contractors. The determination is usually made within one year
after well completion, but can take longer, depending on the complexity of the geological
structure. If the well did not encounter potentially economic oil and gas quantities, the well
costs are expensed as a dry hole and are reported in exploration expense. Exploration wells that
discover potentially economic quantities of oil and natural gas and are in areas where major
capital expenditure (e.g. offshore platform or a pipeline) would be required before production
could begin, and where the economic viability of that major capital expenditure depends on the
successful completion of further exploration work in the area, remain capitalized on the balance
sheet as long as additional exploration appraisal work is under way or firmly planned.
It is not unusual to have exploration wells and exploratory-type stratigraphic test wells
remaining suspended on the balance sheet for several years while additional appraisal drilling and
seismic work on the potential oil and natural gas field is performed or while the optimum
development plans and timing are established.
All such carried costs are subject to regular technical, commercial and management review on at
least an annual basis to confirm the continued intent to develop, or otherwise extract value from,
the discovery. Where this is no longer the case, the costs are immediately expensed.
Once a project is sanctioned for development, the carrying values of exploration licence and
leasehold property acquisition costs and costs associated with exploration wells and
exploratory-type stratigraphic test wells, are transferred to production assets within property,
plant and equipment.
The capitalized exploration and development costs for proved oil and natural gas properties
(which include the costs of drilling unsuccessful wells) are amortized on the basis of
oil-equivalent barrels that are produced in a period as a percentage of the estimated proved
reserves. Field development costs subject to depreciation are expenditures incurred to date,
together with approved future development expenditure required to develop reserves.
The estimated proved reserves used in these unit-of-production calculations vary with the
nature of the capitalized expenditure. The reserves used in the calculation of the
unit-of-production amortization are as follows:
The impact of changes in estimated proved reserves is dealt with prospectively by amortizing the
remaining carrying value of the asset over the expected future production. If proved reserves
estimates are revised downwards, earnings could be affected by higher depreciation expense or an
immediate write-down of the propertys carrying value (see discussion of recoverability of asset
carrying values on the following page).
On 31 December 2008, the SEC published a revision of Rule 4-10 (a) of Regulation S-X for the
estimation of reserves. These revised rules form the basis of the 2009 year-end estimation of
proved reserves and the application of the technical aspects resulted in an immaterial increase of
less than 1% to BPs total proved reserves. The estimation of oil and natural gas reserves and BPs
process to manage reserves bookings is described in Exploration and Production Reserves and
production on page 20, which is unaudited. As discussed on the following page, oil and natural gas
reserves have a direct impact on the assessment of the recoverability of asset carrying values
reported in the financial statements.
The 2009 movements in proved reserves are reflected in the tables showing movements in oil and
gas reserves by region in Financial statements Supplementary information on oil and natural gas
(unaudited) on pages 183 to 197.
Recoverability of asset carrying values
BP assesses its fixed assets, including goodwill, for possible impairment if there are events or
changes in circumstances that indicate that carrying values of the assets may not be recoverable
and, as a result, charges for impairment are recognized in the groups results from time to time.
Such indicators include changes in the groups business plans, changes in commodity prices leading
to unprofitable performance, low plant utilization, evidence of physical damage and, for oil and
natural gas properties, significant downward revisions of estimated volumes or increases in
estimated future development expenditure. If there are low oil prices, natural gas prices, refining
margins or marketing margins during an extended period, the group may need to recognize significant
impairment charges.
The assessment for impairment entails comparing the carrying value of the asset or
cash-generating unit with its recoverable amount, that is, the higher of fair value less costs to
sell and value in use. Value in use is usually determined on the basis of discounted estimated
future net cash flows.
90
Table of Contents
Additional information for shareholders
Determination as to whether and how much an asset is impaired involves management estimates on
highly uncertain matters such as future commodity prices, the effects of inflation on operating
expenses, discount rates, production profiles and the outlook for global or regional market
supply-and-demand conditions for crude oil, natural gas and refined products.
For oil and natural gas properties, the expected future cash flows are estimated based on the
groups plans to continue to develop and produce proved reserves and associated risk-adjusted
probable and possible volumes. Expected future cash flows from the sale or production of these
volumes are calculated based on the managements best estimate of future oil and natural gas
prices. Prices for oil and natural gas used for future cash flow calculations are based on market
prices for the first five years and the groups long-term planning assumptions thereafter. As at 31
December 2009, the groups long-term planning assumptions were $75 per barrel for Brent and
$7.50/mmBtu for Henry Hub (2008 $75 per barrel and $7.50/mmBtu). These long-term planning
assumptions are subject to periodic review and modification. The estimated future level of
production is based on assumptions about future commodity prices, lifting and development costs,
field decline rates, market demand and supply, economic regulatory climates and other factors.
The future cash flows are adjusted for risks specific to the cash-generating unit and are
discounted using a pre-tax discount rate. The discount rate is derived from the groups post-tax
weighted average cost of capital and is adjusted where applicable to take into account any specific
risks relating to the country where the cash-generating unit is located, although other rates may
be used if appropriate to the specific circumstances. In 2009 the rates ranged from 9% to 13% (2008
11% to 13%). The rate applied in each country is re-assessed each year by analysing relevant
information.
Irrespective of whether there is any indication of impairment, BP is required to test annually
for impairment of goodwill acquired in a business combination. The group carries goodwill of
approximately $8.6 billion on its balance sheet (2008 $9.9 billion), principally relating to the
Atlantic Richfield and Burmah Castrol acquisitions. In testing goodwill for impairment, the group
uses a similar approach to that described above. If there are low oil prices or natural gas prices
or refining margins or marketing margins for an extended period, the group may need to recognize
significant goodwill impairment charges. In 2009, an impairment loss of $1.6 billion was recognized
to write off all of the goodwill allocated to the US West Coast fuels value chain. The prevailing
weak refining environment, together with a review of future margin expectations in the FVC, led to
a reduction in the expected future cash flows.
Taxation
The computation of the groups income tax expense involves the interpretation of applicable tax
laws and regulations in many jurisdictions throughout the world. The resolution of tax positions
taken by the group, through negotiations with relevant tax authorities or through litigation, can
take several years to complete and in some cases it is difficult to predict the ultimate outcome.
In addition, the group has carry-forward tax losses in certain taxing jurisdictions that are
available to offset against future taxable profit. However, deferred tax assets are recognized only
to the extent that it is probable that taxable profit will be available against which the unused
tax losses can be utilized. Management judgement is exercised in assessing whether this is the
case.
To the extent that actual outcomes differ from managements estimates, taxation charges or
credits may arise in future periods. For more information see Financial statements Note 16 on
page 135 and Note 41 on page 174.
Derivative financial instruments
The group uses derivative financial instruments to manage certain exposures to fluctuations in
foreign currency exchange rates, interest rates and commodity prices as well as for trading
purposes. In addition, derivatives embedded within other financial instruments or other host
contracts are treated as separate derivatives when their risks and characteristics are not closely
related to those of the host contract. All such derivatives are initially recognized at fair value
on the date on which a derivative contract is entered into and are subsequently remeasured at fair
value. Gains and losses arising from changes in the fair value of derivatives that are not
designated as effective hedging instruments are recognized in the income statement.
In some cases the fair values of derivatives are estimated using models and other valuation
methods due to the absence of quoted prices or other observable, market-corroborated data. In
particular, this applies to the majority of the groups natural gas embedded derivatives. These are
primarily long-term UK gas contracts that use pricing formulas not related to gas prices, for
example, oil product and power prices. These contracts are valued using models with inputs that
include price curves for each of the different products that are built up from active market
pricing data and extrapolated to the expiry of the contracts using the maximum available external
pricing information. Additionally, where limited data exists for certain products, prices are
interpolated using historic and long-term pricing relationships. Price volatility is also an input
for the models. Changes in the key assumptions could have a material impact on the gains and losses
on embedded derivatives recognized in the income statement. For more information see Financial
statements Note 31 on page 150. An analysis of the sensitivity of the fair value of the embedded
derivatives to changes in the key assumptions is provided in Financial statements Note 24 on
page 142.
Provisions and contingencies
The group holds provisions for the future decommissioning of oil and natural gas production
facilities and pipelines at the end of their economic lives. The largest asset removal obligations
facing BP relate to the removal and disposal of oil and natural gas platforms and pipelines around
the world. The estimated discounted costs of dismantling and removing these facilities are accrued
on the installation of those facilities, reflecting our legal obligations at that time. A
corresponding asset of an amount equivalent to the provision is also created within property, plant
and equipment. This asset is depreciated over the expected life of the production facility or
pipeline. Most of these removal events are many years in the future and the precise requirements
that will have to be met when the removal event actually occurs are uncertain. Asset removal
technologies and costs are constantly changing, as well as political, environmental, safety and
public expectations. Consequently, the timing and amounts of future cash flows are subject to
significant uncertainty. Changes in the expected future costs are reflected in both the provision
and the asset.
Decommissioning provisions associated with downstream and petrochemicals facilities are
generally not provided for, as such potential obligations cannot be measured, given their
indeterminate settlement dates. The group performs periodic reviews of its downstream and
petrochemicals long-lived assets for any changes in facts and circumstances that might require the
recognition of a decommissioning provision.
The timing and amount of future expenditures are reviewed annually, together with the interest
rate used in discounting the cash flows. The interest rate used to determine the balance sheet
obligation at the end of 2009 was 1.75% (2008 2%). The interest rate represents the real rate (i.e.
excluding the impacts of inflation) on long-dated government bonds.
91
Table of Contents
Additional information for shareholders
Other provisions and liabilities are recognized in the period when it becomes probable that there
will be a future outflow of funds resulting from past operations or events and the amount of cash
outflow can be reliably estimated. The timing of recognition and quantification of the liability
require the application of judgement to existing facts and circumstances, which can be subject to
change. Since the actual cash outflows can take place many years in the future, the carrying
amounts of provisions and liabilities are reviewed regularly and adjusted to take account of
changing facts and circumstances.
A change in estimate of a recognized provision or liability would result in a charge or credit
to net income in the period in which the change occurs (with the exception of decommissioning costs
as described above).
Provisions for environmental remediation are made when a cleanup is probable and the amount of
the obligation can be reliably estimated. Generally, this coincides with commitment to a formal
plan of action or, if earlier, on divestment or on closure of inactive sites. The provision for
environmental liabilities is estimated based on current legal and constructive requirements,
technology, price levels and expected plans for remediation. Actual costs and cash outflows can
differ from estimates because of changes in laws and regulations, public expectations, prices,
discovery and analysis of site conditions and changes in clean-up technology.
The provision for environmental liabilities is reviewed at least annually. The interest rate
used to determine the balance sheet obligation at 31 December 2009 was 1.75% (2008 2%).
As further described in Financial statements Note 41 on page 174, the group is subject to
claims and actions. The facts and circumstances relating to particular cases are evaluated
regularly in determining whether it is probable that there will be a future outflow of funds and,
once established, whether a provision relating to a specific litigation should be adjusted.
Accordingly, significant management judgement relating to contingent liabilities is required, since
the outcome of litigation is difficult to predict.
Pensions and other post-retirement benefits
Accounting for pensions and other post-retirement benefits involves judgement about uncertain
events, including estimated retirement dates, salary levels at retirement, mortality rates, rates
of return on plan assets, determination of discount rates for measuring plan obligations,
healthcare cost trend rates and rates of utilization of healthcare services by retirees.
These assumptions are based on the environment in each country. Determination of the projected
benefit obligations for the groups defined benefit pension and post-retirement plans is important
to the recorded amounts for such obligations on the balance sheet and to the amount of benefit
expense in the income statement. The assumptions used may vary from year to year, which will affect
future results of operations. Any differences between these assumptions and the actual outcome also
affect future results of operations.
Pension and other post-retirement benefit assumptions are reviewed by management at the end of
each year. These assumptions are used to determine the projected benefit obligation at the year-end
and hence the surpluses and deficits recorded on the groups balance sheet, and pension and other
post-retirement benefit expense for the following year.
The pension and other post-retirement benefit assumptions at December 2009, 2008 and 2007 are
provided in Financial statements Note 35 on page 159.
The assumed rate of investment return, discount rate and the US healthcare cost trend rate
have a significant effect on the amounts reported. A sensitivity analysis of the impact of changes
in these assumptions on the benefit expense and obligation is provided in Financial statements
Note 35 on page 159.
In addition to the financial assumptions, we regularly review the demographic and mortality
assumptions. Mortality assumptions reflect best practice in the countries in which we provide
pensions and have been chosen with regard to the latest available published tables adjusted where
appropriate to reflect the experience of the group and an extrapolation of past longevity
improvements into the future. A sensitivity analysis of the impact of changes in the mortality
assumptions on the benefit expense and obligation is provided in Financial statements Note 35 on
page 159.
Property, plants and equipment
BP has freehold and leasehold interests in real estate in numerous countries, but no individual
property is significant to the group as a whole. See Exploration and Production on page 18 for a
description of the groups significant reserves and sources of crude oil and natural gas.
Significant plans to construct, expand or improve specific facilities are described under each of
the business headings within this section.
Share ownership
Directors and senior management
As at 18 February 2010, the following directors of BP p.l.c. held interests in BP ordinary shares
of 25 cents each or their calculated equivalent as set out below:
92
Table of Contents
Additional information for shareholders
As at 18 February 2010, the following directors of BP p.l.c. held options under the BP group share
option schemes for ordinary shares or their calculated equivalent as set out below:
There are no directors or members of senior management who own more than 1% of the ordinary shares
outstanding. At 18 February 2010, all directors and senior management as a group held interests in
5,649,017 ordinary shares or their calculated equivalent, 12,173,702 performance shares or their
calculated equivalent and 2,113,316 options for ordinary shares or their calculated equivalent
under the BP group share options schemes.
Additional details regarding the options granted and performance shares awarded can be found
in the directors remuneration report on pages 84 and 85.
Employee share plans
The following table shows employee share options granted.
BP offers most of its employees the opportunity to acquire a shareholding in the company through
savings-related and/or matching share plan arrangements. BP also uses performance plans (see
Financial statements Note 38 on page 170) as elements of remuneration for executive directors
and senior employees.
Shares acquired through the companys employee share plans rank pari passu with shares in
issue and have no special rights, save as described below. For legal and practical reasons, the
rules of these plans set out the consequences of a change of control of the company, and generally
provide for options and conditional awards to vest on an accelerated basis.
Savings and matching plans
BP ShareSave Plan
This is a savings-related share option plan under which employees save on a monthly basis, over a
three- or five-year period, towards the purchase of shares at a fixed price determined when the
option is granted. This price is usually set at a 20% discount to the market price at the time of
grant. The option must be exercised within six months of maturity of the savings contract;
otherwise it lapses. The plan is run in the UK and options are granted annually, usually in June.
Participants leaving for a qualifying reason will have six months in which to use their savings to
exercise their options on a pro-rated basis.
BP ShareMatch plans
These are matching share plans under which BP matches employees own contributions of shares up to
a predetermined limit. The plans are run in the UK and in more than 70 other countries. The UK plan
is run on a monthly basis with shares being held in trust for five years before they can be
released free of any income tax and national insurance liability. In other countries the plan is
run on an annual basis with shares being held in trust for three years. The plan is operated on a
cash basis in those countries where there are regulatory restrictions preventing the holding of BP
shares. When the employee leaves BP all shares must be removed from trust and units under the plan
operated on a cash basis must be encashed.
Once shares have been awarded to an employee under the plan, the employee may instruct the
trustee how to vote their shares.
Local plans
In some countries, BP provides local scheme benefits, the rules and qualifications for which vary
according to local circumstances.
Cash-settled share-based payments
Grants are settled in cash where participants are located in a country whose regulatory environment
prohibits the holding of BP shares.
Employee share ownership plans (ESOPs)
ESOPs have been established to hold BP shares to satisfy any releases made to participants under
the Executive Directors Incentive Plan, the Long-Term Performance Plan and the Share Option plans.
The ESOPs have waived their rights to dividends on shares held for future awards and are funded by
the group. Pending vesting, the ESOPs have independent trustees that have the discretion in
relation to the voting of such shares. Until such time as the companys own shares held by the ESOP
trusts vest unconditionally in employees, the amount paid for those shares is deducted in arriving
at shareholders equity (see Financial statements Note 37 on page 166). Assets and liabilities
of the ESOPs are recognized as assets and liabilities of the group.
At 31 December 2009, the ESOPs held 18,062,246 shares (2008 29,051,082 shares and 2007
6,448,838 shares) for potential future awards, which had a market value of $174 million (2008 $220
million and 2007 $79 million).
Pursuant to the various BP group share option schemes, the following options for ordinary
shares of the company were outstanding at 18 February 2010:
More details on share options appear in Financial statements Note 38 on page 170.
93
Table of Contents
Additional information for shareholders
Major shareholders and related
party transactions Register of members holding BP ordinary shares as at
31 December 2009
Register of holders of American depositary shares (ADSs) as at
31 December 2009a
As at 31 December 2009, there were also 1,660 preference shareholders. Preference shareholders
represented 0.4% and ordinary shareholders represented 99.6% of the total issued nominal share
capital of the company as at that date.
Substantial shareholdings
The disclosure of certain major interests in the share capital of the company is governed by the
Disclosure and Transparency Rules (DTR) made by the UK Financial Services Authority and the US
Securities Exchange Act of 1934. Under DTR 5, we have received notification that BlackRock, Inc.
holds 5.93% of the voting rights of the issued share capital of the company; and Legal and General
Group Plc holds 4.18% of the voting rights of the issued share capital of the company.
As at the date of this report, the company had been notified that JPMorgan Chase Bank, as
depositary for American depositary shares (ADSs) holds interests through its nominee, Guaranty
Nominees Limited, in 5,318,457,873 ordinary shares (28.34% of the companys ordinary share capital
excluding shares held in Treasury and shares bought back for cancellation). During 2009, BlackRock,
Inc. acquired Barclays Global Investors, resulting in an increase in the share interest of
BlackRock, Inc. BlackRock, Inc. holds interests in 1,112,967,596 ordinary shares (5.93% of the
ordinary share capital excluding shares held in treasury and shares bought back for cancellation).
Legal & General Group plc hold interests in 783,820,456 ordinary shares (4.18% of the companys
ordinary share capital excluding shares held in treasury and shares bought back for cancellation).
The companys major shareholders do not have different voting rights.
At the date of this report the company has also been notified of the following interests in
preference shares: The National Farmers Union Mutual Insurance Society Limited holds interests in
945,000 8% cumulative first preference shares (13.07% of that class) and 987,000 9% cumulative
second preference shares (18.03% of that class). M & G Investment Management Ltd. holds interests
in 528,150 8% cumulative first preference shares (7.30% of that class) and 644,450 9% cumulative
second preference shares (11.77% of that class). Gartmore Investment Management Limited holds
interests in 394,538 8% cumulative first preference shares (5.45% of that class) and 500,000 9%
cumulative second preference shares (9.14% of that class). Duncan Lawrie Ltd. holds interests in
461,876 8% cumulative first preference shares (6.39% of that class). Ruffer LLP holds interests in
587,000 9% cumulative second preference shares (10.72% of that class). Lazard Asset Management Ltd.
(U.K.) holds interests in 328,500 9% cumulative second preference shares (6.0% of that class).
The total preference shares in issue comprise only 0.4% of the companys total issued nominal
share capital, the rest being ordinary shares.
Related-party transactions
Transactions between the group and its significant jointly controlled entities and associates are
summarized in Financial statements Note 22 on page 140 and Financial statements Note 23 on
page 141. In the ordinary course of its business, the group enters into transactions with various
organizations with which certain 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 2009 to 18 February 2010.
Dividends
BP has paid dividends on its ordinary shares in each year since 1917. In 2000 and thereafter,
dividends were, and are expected to continue to be, paid quarterly in March, June, September and
December. Former Amoco Corporation and Atlantic Richfield Company shareholders will not be able to
receive dividends, or proxy material, until they send in their Amoco Corporation or Atlantic
Richfield Company common shares for exchange.
BP currently announces dividends for ordinary shares in
US dollars and states an equivalent pounds sterling dividend. Dividends on BP ordinary shares will
be paid in pounds sterling and on BP ADSs in US dollars. The rate of exchange used to determine the
sterling amount equivalent is the average of the forward exchange rate in London over the five
business days prior to the announcement date. The directors may choose to declare dividends in any
currency provided that a sterling equivalent is announced, but it is not the companys intention to
change its current policy of announcing dividends on ordinary shares in US dollars.
94
Table of Contents
Additional information for shareholders
The following table shows dividends announced and paid by the company per ADS for each of the past
five years.
A dividend reinvestment plan is in place whereby holders of BP ordinary shares can elect to
reinvest the net cash dividend in shares purchased on the London Stock Exchange. This plan is not
available to any person resident in the US or Canada or in any jurisdiction outside the UK where
such an offer requires compliance by the company with any governmental or regulatory procedures or
any similar formalities. A dividend reinvestment plan is, however, available for holders of ADSs
through JPMorgan Chase Bank. Subject to shareholder approval at the Annual General Meeting, the
company is seeking to replace these plans with an optional Scrip Dividend Programme. If approved,
the requirements of the programme mean that there will be certain changes to our current dividend
timetable.
Future dividends will be dependent on future earnings, the financial condition of the group,
the Risk factors set out on pages 14-16 and other matters that may affect the business of the group
set out in Financial performance on page 49 and in Liquidity and capital resources on page 57.
Legal proceedings
BP America Inc. (BP America) continues to be subject to oversight by an independent monitor, who
has authority to investigate and report alleged violations of the US Commodity Exchange Act or US
Commodity Futures Trading Commission (CFTC) regulations and to recommend corrective action. The
appointment of the independent monitor was a condition of the deferred prosecution agreement (DPA)
entered into with the US Department of Justice (DOJ) on 25 October 2007 relating to allegations
that BP America manipulated the price of February 2004 TET physical propane and attempted to
manipulate the price of TET propane in April 2003 and the companion consent order with the CFTC,
entered the same day, resolving all criminal and civil enforcement matters pending at that time
concerning propane trading by BP Products North America Inc. (BP Products). The DPA requires BP
Americas and certain of its affiliates continued co-operation with the US government
investigations of the trades in question, as well as other trading matters that may arise. The DPA
has a term of three years but can be extended by two additional one-year periods, and contemplates
dismissal of all charges at the end of the term following the DOJs determination that BP America
has complied with the terms of the DPA. Investigations into BPs trading activities continue to be
conducted from time to time.
Private complaints, including class actions, have also been filed against BP Products alleging
propane price manipulation. The complaints contain allegations similar to those in the CFTC action
as well as of violations of federal and state antitrust and unfair competition laws and state
consumer protection statutes and unjust enrichment. The complaints seek actual and punitive damages
and injunctive relief. Settlement in both groups of the class actions (the direct and indirect
purchasers) have received final court approval. Two independent lawsuits from class members who
opted out of the direct purchaser settlement are also pending. In addition, state actions alleging
manipulation of propane and other energy commodity prices and seeking a variety of remedies have
been filed against BP Products and other BP subsidiaries.
On 23 March 2005, an explosion and fire occurred in the isomerization unit of BP Products
Texas City refinery as the unit was coming out of planned maintenance. Fifteen workers died in the
incident and many others were injured. BP Products has resolved all civil injury claims arising
from the March 2005 incident.
In March 2007, the US Chemical Safety and Hazard Investigation Board (CSB) issued its final
report on the incident. The report contained recommendations to the Texas City refinery and to the
board of the company. In May 2007, BP responded to the CSBs recommendations. BP and the CSB will
continue to discuss BPs responses with the objective of the CSB agreeing to close-out its
recommendations.
On 25 October 2007, the DOJ announced that it had entered into a criminal plea agreement with
BP Products related to the March 2005 explosion and fire. On 4 February 2008, BP Products pleaded
guilty, pursuant to the plea agreement, to one felony violation of the risk management planning
regulations promulgated under the US federal Clean Air Act and on 12 March 2009, the court accepted
the plea agreement. In connection with the plea agreement, BP Products paid a $50 million criminal
fine and was sentenced to three years probation. Compliance with a 2005 US Occupational Safety and
Health Administration (OSHA) settlement agreement and an agreed order entered into by BP Products
with the Texas Commission on Environmental Quality (TCEQ) are conditions of probation. The DOJ
continues to investigate certain other matters arising from the March 2005 explosion and fire.
95
Table of Contents
Additional information for shareholders
The Texas Office of Attorney General, on behalf of the TCEQ, has filed a petition against BP
Products asserting certain air emission and reporting violations at the Texas City refinery from
2005 to 2009, including in relation to the March 2005 explosion and fire. BP is contesting the
petition in a pending civil proceeding.
In September 2009, BP Products filed a petition to clarify specific required actions and
deadlines under the 2005 Settlement Agreement with OSHA. That agreement resolved citations issued
in connection with the March 2005 Texas City refinery explosion. OSHA has denied BP Products
petition. This matter is scheduled for review by the Occupational Safety and Health (OSH) Review
Commission. In October 2009 OSHA issued the Texas City Refinery citations seeking a total of $87.4
million civil penalty for alleged violations of the 2005 Agreement and alleged process safety
management violations. BP Products has contested the citations so this will also be reviewed by the
OSH Review Commission and possibly the federal courts. Settlement negotiations continue between BP
Products and OSHA in an attempt to settle the citations for alleged violations of the 2005
settlement agreement.
BP has received a shareholder derivative action against various of its current and former
officers and directors based on alleged violations of the US Clean Air Act and OSHA regulations at
the Texas City refinery subsequent to the March 2005 explosion and fire.
BP is also defending civil personal injury claims by Texas City refinery workers or their
families from incidents or releases since the March 2005 explosion and fire.
On 29 November 2007, BP Exploration (Alaska) Inc. (BPXA) entered into a criminal plea
agreement with the DOJ relating to leaks of crude oil in March and August 2006. BPXAs guilty plea,
to a misdemeanour violation of the US Federal Water Pollution Control Act, included a term of three
years probation. BPXA is eligible to petition the court for termination of the probation term if
it meets certain benchmarks relating to replacement of the transit lines, upgrades to its leak
detection system and improvements to its integrity management programme. On 31 March 2009, the DOJ
filed a complaint against BPXA seeking civil penalties and injunctive relief relating to the 2006
oil releases. The complaint alleges that BPXA violated various federal environmental and pipeline
safety statutes and associated regulations in connection with the two releases and its maintenance
and operation of North Slope pipelines. The State of Alaska also filed a complaint on 31 March 2009
against BPXA seeking civil penalties and damages relating to these events. The complaint alleges
that the two releases and BPXAs corrosion management practices violated various statutory,
contractual and common law duties to the State, resulting in penalty liability, damages for lost
royalties and taxes, and liability for punitive damages.
Approximately 200 lawsuits were filed in state and federal courts in Alaska seeking
compensatory and punitive damages arising out of the Exxon Valdez oil spill in Prince William Sound
in March 1989. Most of those suits named Exxon (now ExxonMobil), Alyeska Pipeline Service Company
(Alyeska), which operates the oil terminal at Valdez, and the other oil companies that own Alyeska.
Alyeska initially responded to the spill until the response was taken over by Exxon. BP owns a
46.9% interest (reduced during 2001 from 50% by a sale of 3.1% to Phillips) in Alyeska through a
subsidiary of BP America Inc. and briefly indirectly owned a further 20% interest in Alyeska
following BPs combination with Atlantic Richfield. Alyeska and its owners have settled all the
claims against them under these lawsuits. Exxon has indicated that it may file a claim for
contribution against Alyeska for a portion of the costs and damages that it has incurred. If any
claims are asserted by Exxon that affect Alyeska and its owners, BP will defend the claims
vigorously.
Since 1987, Atlantic Richfield, a subsidiary of BP, has been named as a co-defendant in numerous
lawsuits brought in the US alleging injury to persons and property caused by lead pigment in paint.
The majority of the lawsuits have been abandoned or dismissed against Atlantic Richfield. Atlantic
Richfield is named in these lawsuits as alleged successor to International Smelting and Refining
and another company that manufactured lead pigment during the period 1920-1946. Plaintiffs include
individuals and governmental entities. Several of the lawsuits purport to be class actions. The
lawsuits seek various remedies including compensation to lead-poisoned children, cost to find and
remove lead paint from buildings, medical monitoring and screening programmes, public warning and
education of lead hazards, reimbursement of government healthcare costs and special education for
lead-poisoned citizens and punitive damages. No lawsuit against Atlantic Richfield has been settled
nor has Atlantic Richfield been subject to a final adverse judgement in any proceeding. The amounts
claimed and, if such suits were successful, the costs of implementing the remedies sought in the
various cases could be substantial. While it is not possible to predict the outcome of these legal
actions, Atlantic Richfield believes that it has valid defences and it intends to defend such
actions vigorously and that the incurrence of liability is remote. Consequently, BP believes that
the impact of these lawsuits on the groups results of operations, financial position or liquidity
will not be material.
For certain information regarding environmental proceedings, see Environment United States
on page 44.
Share prices and listings
Markets and market prices
The primary market for BPs ordinary shares is the London Stock Exchange (LSE). BPs ordinary
shares are a constituent element of the Financial Times Stock Exchange 100 Index. BPs ordinary
shares are also traded on the Frankfurt stock exchange in Germany.
Trading of BPs shares on the LSE is primarily through the use of the Stock Exchange
Electronic Trading Service (SETS), introduced in 1997 for the largest companies in terms of market
capitalization whose primary listing is the LSE. Under SETS, buy and sell orders at specific prices
may be sent to the exchange electronically by any firm that is a member of the LSE, on behalf of a
client or on behalf of itself acting as a principal. The orders are then anonymously displayed in
the order book. When there is a match on a buy and a sell order, the trade is executed and
automatically reported to the LSE. Trading is continuous from 8.00 a.m. to 4.30 p.m. UK time but,
in the event of a 20% movement in the share price either way, the LSE may impose a temporary halt
in the trading of that companys shares in the order book to allow the market to re-establish
equilibrium. Dealings in ordinary shares may also take place between an investor and a
market-maker, via a member firm, outside the electronic order book.
In the US, the companys securities are traded in the form of ADSs, for which JPMorgan Chase
Bank is the depositary (the Depositary) and transfer agent. The Depositarys principal office is 4
New York Plaza, Floor 13, New York, NY 10004, US. Each ADS represents six ordinary shares. ADSs are
listed on the New York Stock Exchange. ADSs are evidenced by American depositary receipts (ADRs),
which may be issued in either certificated or book entry form.
The following table sets forth for the periods indicated the highest and lowest middle market
quotations for BPs ordinary shares for the periods shown. These are derived from the Daily
Official List of the LSE and the highest and lowest sales prices of ADSs as reported on the New
York Stock Exchange (NYSE) composite tape.
96
Table of Contents
Additional information for shareholders
Market prices for the ordinary shares on the LSE and in after-hours trading off the LSE, in each
case while the NYSE is open, and the market prices for ADSs on the NYSE are closely related due to
arbitrage among the various markets, although differences may exist from time to time due to
various factors, including UK stamp duty reserve tax.
On 18 February 2010, 886,409,646 ADSs (equivalent to 5,318,457,873 ordinary shares or some
28.34% of the total issued share capital, excluding treasury shares and shares bought back for
cancellation) were outstanding and were held by approximately 132,684 ADS holders. Of these, about
131,204 had registered addresses in the US at that date. One of the registered holders of ADSs
represents some 698,373 underlying holders.
On 18 February 2010, there were approximately 314,028 holders of record of ordinary shares. Of
these holders, around 1,540 had registered addresses in the US and held a total of some 4,343,899
ordinary shares.
Since certain of the ordinary shares and ADSs were held by brokers and other nominees, the
number of holders of record in the US may not be representative of the number of beneficial holders
or of their country of residence.
Memorandum and Articles
of Association The following summarizes certain provisions of the companys
Memorandum and Articles of Association and applicable English law. This summary is qualified in its
entirety by reference to the UK Companies Act and the companys Memorandum and Articles of
Association. Information on where investors can obtain copies of the Memorandum and Articles of
Association is described under the heading Documents on display on page 101.
At the AGM held on 17 April 2008, shareholders voted to adopt new Articles of Association, largely
to take account of changes in UK company law brought about by the Companies Act 2006. Further
amendments to the Articles of Association are being proposed at our AGM in 2010, to reflect the
full implementation of the Companies Act 2006, among other matters.
Under the Companies Act 2006 the Memorandum serves a more limited role as historical evidence
of the formation of the company. Since October 2009 the provisions of the companys Memorandum are
deemed to form part of BPs Articles of Association.
Objects and purposes
BP is incorporated under the name BP p.l.c. and is registered in England and Wales with registered
number 102498. Clause 4 of BPs Memorandum of Association provides that its objects include the
acquisition of petroleum-bearing lands; the carrying on of refining and dealing businesses in the
petroleum, manufacturing, metallurgical or chemicals businesses; the purchase and operation of
ships and all other vehicles and other conveyances; and the carrying on of any other businesses
calculated to benefit BP. The memorandum grants BP a range of corporate capabilities to effect
these objects.
97
Table of Contents
Additional information for shareholders
Directors
The business and affairs of BP shall be managed by the directors.
The Articles of Association place a general prohibition on a director voting in respect of any
contract or arrangement in which he has a material interest other than by virtue of his interest in
shares in the company. However, in the absence of some other material interest not indicated below,
a director is entitled to vote and to be counted in a quorum for the purpose of any vote relating
to a resolution concerning the following matters:
The UK Companies Act requires a director of a company who is in any way interested in a contract or
proposed contract with the company to declare the nature of his interest at a meeting of the
directors of the company. The definition of interest includes the interests of spouses, children,
companies and trusts. The UK Companies Act also requires that a director must avoid a situation
where a director has, or could have, a direct or indirect interest that conflicts, or possibly may
conflict, with the companys interests. The Act allows directors of public companies to authorize
such conflicts where appropriate, if a companys Articles of Association so permit. BPs Articles
of Association permit the authorization of such conflicts. The directors may exercise all the
powers of the company to borrow money, except that the amount remaining undischarged of all moneys
borrowed by the company shall not, without approval of the shareholders, exceed the amount paid up
on the share capital plus the aggregate of the amount of the capital and revenue reserves of the
company. Variation of the borrowing power of the board may only be effected by amending the
Articles of Association.
Remuneration of non-executive directors shall be determined in the aggregate by resolution of
the shareholders. Remuneration of executive directors is determined by the remuneration committee.
This committee is made up of non-executive directors only. There is no requirement of share
ownership for a directors qualification.
Dividend rights; other rights to share in company profits;
capital calls If recommended by the directors of BP, BP shareholders may, by resolution, declare dividends but no
such dividend may be declared in excess of the amount recommended by the directors. The directors
may also pay interim dividends without obtaining shareholder approval. No dividend may be paid
other than out of profits available for distribution, as determined under IFRS and the UK Companies
Act. Dividends on ordinary shares are payable only after payment of dividends on BP preference
shares. Any dividend unclaimed after a period of 12 years from the date of declaration of such
dividend shall be forfeited and reverts to BP.
The directors have the power to declare and pay dividends in any currency provided that a
sterling equivalent is announced. It is not the companys intention to change its current policy of
paying dividends in US dollars.
Apart from shareholders rights to share in BPs profits by dividend (if any is declared), the
Articles of Association provide that the directors may set aside:
Any such sums so deposited may be distributed in accordance with the manner of distribution of
dividends as described above.
Holders of shares are not subject to calls on capital by the company, provided that the
amounts required to be paid on issue have been paid off. All shares are fully paid.
Voting rights
The Articles of Association of the company provide that voting on resolutions at a shareholders
meeting will be decided on a poll other than resolutions of a procedural nature, which may be
decided on a show of hands. If voting is on a poll, every shareholder who is present in person or
by proxy has one vote for every ordinary share held and two votes for every £5 in nominal amount of
BP preference shares held. If voting is on a show of hands, each shareholder who is present at the
meeting in person or whose duly appointed proxy is present in person will have one vote, regardless
of the number of shares held, unless a poll is requested. Shareholders do not have cumulative
voting rights.
Holders of record of ordinary shares may appoint a proxy, including a beneficial owner of
those shares, to attend, speak and vote on their behalf at any shareholders meeting.
Record holders of BP ADSs are also entitled to attend, speak and vote at any shareholders
meeting of BP by the appointment by the approved depositary, JPMorgan Chase Bank, of them as
proxies in respect of the ordinary shares represented by their ADSs. Each such proxy may also
appoint a proxy. Alternatively, holders of BP ADSs are entitled to vote by supplying their voting
instructions to the depositary, who will vote the ordinary shares represented by their ADSs in
accordance with their instructions.
Proxies may be delivered electronically.
Matters are transacted at shareholders meetings by the proposing and passing of resolutions,
of which there are three types: ordinary, special or extraordinary. An annual general meeting must
be held once in every year and all other general meetings will be called extraordinary general
meetings.
An ordinary resolution requires the affirmative vote of a majority of the votes of those
persons voting at a meeting at which there is a quorum. Special and extraordinary resolutions
require the affirmative vote of not less than three-fourths of the persons voting at a meeting at
which there is a quorum. Any AGM requires 21 days notice. The notice period for an extraordinary
general meeting is 14 days. With the implementation of the EU Shareholder Rights Directive into UK
law, reliance on this notice period of 14 days requires annual shareholder approval, failing which,
a 21-day notice period will apply.
98
Table of Contents
Additional information for shareholders
Liquidation rights; redemption provisions
In the event of a liquidation of BP, after payment of all liabilities and applicable deductions
under UK laws and subject to the payment of secured creditors, the holders of BP preference shares
would be entitled to the sum of (i) the capital paid up on such shares plus, (ii) accrued and
unpaid dividends and (iii) a premium equal to the higher of (a) 10% of the capital paid up on the
BP preference shares and (b) the excess of the average market price over par value of such shares
on the LSE during the previous six months. The remaining assets (if any) would be divided pro rata
among the holders of ordinary shares.
Without prejudice to any special rights previously conferred on the holders of any class of
shares, BP may issue any share with such preferred, deferred or other special rights, or subject to
such restrictions as the shareholders by resolution determine (or, in the absence of any such
resolutions, by determination of the directors), and may issue shares that are to be or may be
redeemed.
Variation of rights
The rights attached to any class of shares may be varied with the consent in writing of holders of
75% of the shares of that class or on the adoption of an extraordinary resolution passed at a
separate meeting of the holders of the shares of that class. At every such separate meeting, all of
the provisions of the Articles of Association relating to proceedings at a general meeting apply,
except that the quorum with respect to a meeting to change the rights attached to the preference
shares is 10% or more of the shares of that class, and the quorum to change the rights attached to
the ordinary shares is one-third or more of the shares of that class.
Shareholders meetings and notices
Shareholders must provide BP with a postal or electronic address in the UK in order to be entitled
to receive notice of shareholders meetings. In certain circumstances, BP may give notices to
shareholders by advertisement in UK newspapers. Holders of BP ADSs are entitled to receive notices
under the terms of the deposit agreement relating to BP ADSs. The substance and timing of notices
is described above under the heading Voting Rights.
Under the Articles of Association, the AGM of shareholders will be held within the six-month
period from the first day of BPs accounting period. All general meetings shall be held at a time
and place determined by the directors within the UK. If any shareholders meeting is adjourned for
lack of quorum, notice of the time and place of the meeting may be given in any lawful manner,
including electronically. Powers exist for action to be taken either before or at the meeting by
authorized officers to ensure its orderly conduct and safety of those attending.
Limitations on voting and shareholding
There are no limitations imposed by English law or the companys Memorandum or Articles of
Association on the right of non-residents or foreign persons to hold or vote the companys ordinary
shares or ADSs, other than limitations that would generally apply to all of the shareholders.
Disclosure of interests in shares
The UK Companies Act permits a public company, on written notice, to require any person whom the
company believes to be or, at any time during the previous three years prior to the issue of the
notice, to have been interested in its voting shares, to disclose certain information with respect
to those interests. Failure to supply the information required may lead to disenfranchisement of
the relevant shares and a prohibition on their transfer and receipt of dividends and other payments
in respect of those shares. In this context the term interest is widely defined and will
generally include an interest of any kind whatsoever in voting shares, including any interest of a
holder of BP ADSs.
Exchange controls
There are currently no UK foreign exchange controls or restrictions on remittances of dividends on
the ordinary shares or on the conduct of the companys operations.
There are no limitations, either under the laws of the UK or under the companys Articles of
Association, restricting the right of non-resident or foreign owners to hold or vote BP ordinary or
preference shares in the company.
Taxation
This section describes the material US federal income tax and UK taxation consequences of owning
ordinary shares or ADSs to a US holder who holds the ordinary shares or ADSs as capital assets for
tax purposes. It does not apply, however, to members of special classes of holders subject to
special rules and holders that, directly or indirectly, hold 10% or more of the companys voting
stock. In addition, if a partnership holds the shares or ADSs, the United States federal income tax
treatment of a partner will generally depend on the status of the partner and the tax treatment of
the partnership, and may not be described fully below.
A US holder is any beneficial owner of ordinary shares or ADSs that is for US federal income
tax purposes (i) a citizen or resident of the US, (ii) a US domestic corporation, (iii) an estate
whose income is subject to US federal income taxation regardless of its source, or (iv) a trust if
a US court can exercise primary supervision over the trusts administration and one or more US
persons are authorized to control all substantial decisions of the trust.
This section is based on the Internal Revenue Code of 1986, as amended, its legislative
history, existing and proposed regulations thereunder, published rulings and court decisions, and
the taxation laws of the UK, all as currently in effect, as well as the income tax convention
between the US and the UK that entered into force on 31 March 2003 (the Treaty). These laws are
subject to change, possibly on a retroactive basis. This section is further based in part on the
representations of the Depositary and assumes that each obligation in the Deposit Agreement and any
related agreement will be performed in accordance with its terms.
For purposes of the Treaty and the estate and gift tax Convention (the Estate Tax
Convention), and for US federal income tax and UK taxation purposes, a holder of ADRs evidencing
ADSs will be treated as the owner of the companys ordinary shares represented by those ADRs.
Exchanges of ordinary shares for ADRs and ADRs for ordinary shares generally will not be subject to
US federal income tax or to UK taxation other than stamp duty or stamp duty reserve tax, as
described below.
Investors should consult their own tax adviser regarding the US federal, state and local, the
UK and other tax consequences of owning and disposing of ordinary shares and ADSs in their
particular circumstances, and in particular whether they are eligible for the benefits of the
Treaty.
Taxation of dividends
UK taxation
Under current UK taxation law, no withholding tax will be deducted from dividends paid by the
company, including dividends paid to US holders. A shareholder that is a company resident for tax
purposes in the UK or trading in the UK through a permanent establishment generally will not be
taxable in the UK on a dividend it receives from the company. A shareholder who is an individual
resident for tax purposes in the UK is subject to UK tax but entitled to a tax credit on cash
dividends paid on ordinary shares or ADSs of the company equal to one-ninth of the cash dividend.
99
Table of Contents
Additional information for shareholders
US federal income taxation
A US holder is subject to US federal income taxation on the gross amount of any dividend paid by
the company out of its current or accumulated earnings and profits (as determined for US federal
income tax purposes). Dividends paid to a non-corporate US holder in taxable years beginning before
1 January 2011 that constitute qualified dividend income will be taxable to the holder at a maximum
tax rate of 15%, provided that the holder has a holding period in the ordinary shares or ADSs of
more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meets
other holding period requirements. Dividends paid by the company with respect to the shares or ADSs
will generally be qualified dividend income.
As noted above in UK taxation, a US holder will not be subject to UK withholding tax. A US
holder will include in gross income for US federal income tax purposes the amount of the dividend
actually received from the company and the receipt of a dividend will not entitle the US holder to
a foreign tax credit.
For US federal income tax purposes, a dividend must be included in income when the US holder,
in the case of ordinary shares, or the Depositary, in the case of ADSs, actually or constructively
receives the dividend, and will not be eligible for the dividends-received deduction generally
allowed to US corporations in respect of dividends received from other US corporations. Dividends
will be income from sources outside the US, and generally will be passive category income or, in
the case of certain US holders, general category income, each of which is treated separately for
purposes of computing a US holders foreign tax credit limitation.
The amount of the dividend distribution on the ordinary shares or ADSs that is paid in pounds
sterling will be the US dollar value of the pounds sterling payments made, determined at the spot
pounds sterling/US dollar rate on the date the dividend distribution is includible in income,
regardless of whether the payment is in fact converted into US dollars. Generally, any gain or loss
resulting from currency exchange fluctuations during the period from the date the pounds sterling
dividend payment is includible in income to the date the payment is converted into US dollars will
be treated as ordinary income or loss and will not be eligible for the 15% tax rate on qualified
dividend income. The gain or loss generally will be income or loss from sources within the US for
foreign tax credit limitation purposes.
Distributions in excess of the companys earnings and profits, as determined for US federal
income tax purposes, will be treated as a return of capital to the extent of the US holders basis
in the ordinary shares or ADSs and thereafter as capital gain, subject to taxation as described in
Taxation of capital gains US federal income taxation.
In addition, the taxation of dividends may be subject to the rules for passive foreign
investment companies, described below under Capital Gains US federal income taxation.
Distributions made by a PFIC do not constitute qualified dividend income and are not eligible for
the 15% tax rate.
Taxation of capital gains
UK taxation
A US holder may be liable for both UK and US tax in respect of a gain on the disposal of ordinary
shares or ADSs if the US holder is (i) a citizen of the US resident or ordinarily resident in the
UK, (ii) a US domestic corporation resident in the UK by reason of its business being managed or
controlled in the UK or (iii) a citizen of the US or a corporation that carries on a trade or
profession or vocation in the UK through a branch or agency or, in respect of corporations for
accounting periods beginning on or after 1 January 2003, through a permanent establishment, and
that have used, held, or acquired the ordinary shares or ADSs for the purposes of such trade,
profession or vocation of such branch, agency or permanent establishment. However, such persons may
be entitled to a tax credit against their US federal income tax liability for the amount of UK
capital gains tax or UK corporation tax on chargeable gains (as the case may be) that is paid in
respect of such gain.
Under the Treaty, capital gains on dispositions of ordinary shares or ADSs generally will be
subject to tax only in the jurisdiction of residence of the relevant holder as determined under
both the laws of the UK and the US and as required by the terms of the Treaty.
Under the Treaty, individuals who are residents of either the UK or the US and who have been
residents of the other jurisdiction (the US or the UK, as the case may be) at any time during the
six years immediately preceding the relevant disposal of ordinary shares or ADSs may be subject to
tax with respect to capital gains arising from a disposition of ordinary shares or ADSs of the
company not only in the jurisdiction of which the holder is resident at the time of the disposition
but also in the other jurisdiction.
US federal income taxation
A US holder that sells or otherwise disposes of ordinary shares or ADSs will recognize a capital
gain or loss for US federal income tax purposes equal to the difference between the US dollar value
of the amount realized and the holders tax basis, determined in US dollars, in the ordinary shares
or ADSs. Capital gain of a non-corporate US holder that is recognized in taxable years beginning
before 1 January 2011 is generally taxed at a maximum rate of 15% if the holders holding period
for such ordinary shares or ADSs exceeds one year. The gain or loss will generally be income or
loss from sources within the US for foreign tax credit limitation purposes. The deductibility of
capital losses is subject to limitations.
We do not believe that ordinary shares or ADSs will be treated as stock of a passive foreign
investment company, or PFIC, for US federal income tax purposes, but this conclusion is a factual
determination that is made annually and thus is subject to change. If we are treated as a PFIC,
unless a US holder elects to be taxed annually on a mark-to-market basis with respect to ordinary
shares or ADSs, gain realized on the sale or other disposition of ordinary shares or ADSs would in
general not be treated as capital gain. Instead a US holder would be treated as if he or she had
realized such gain rateably over the holding period for ordinary shares or ADSs and would be taxed
at the highest tax rate in effect for each such year to which the gain was allocated, in addition
to which an interest charge in respect of the tax attributable to each such year would apply.
Certain excess distributions would be similarly treated if we were treated as a PFIC.
Additional tax considerations
Proposed scrip dividend programme
Subject to shareholder approval at the Annual General Meeting on
15 April, the company is planning to introduce an optional scrip dividend programme, wherein
holders of ordinary shares or ADSs may elect to receive their dividends in the form of new fully
paid ordinary shares or ADSs of the company, instead of cash. Please consult your tax adviser for
the consequences to you.
UK inheritance tax
The Estate Tax Convention applies to inheritance tax. ADSs held by an individual who is domiciled
for the purposes of the Estate Tax Convention in the US and is not for the purposes of the Estate
Tax Convention a national of the UK will not be subject to UK inheritance tax on the individuals
death or on transfer during the individuals lifetime unless, among other things, the ADSs are part
of the business property of a permanent establishment situated in the UK used for the performance
of independent personal services. In the exceptional case where ADSs are subject both to
inheritance tax and to US federal gift or estate tax, the Estate Tax Convention generally provides
for tax payable in the US to be credited against tax payable in the UK or for tax paid in the UK to
be credited against tax payable in the US, based on priority rules set forth in the Estate Tax
Convention.
100
Table of Contents
Additional information for shareholders
UK stamp duty and stamp duty reserve tax
The statements below relate to what is understood to be the current practice of HM Revenue &
Customs in the UK under existing law.
Provided that any instrument of transfer is not executed in the UK and remains at all times
outside the UK and the transfer does not relate to any matter or thing done or to be done in the
UK, no UK stamp duty is payable on the acquisition or transfer of ADSs. Neither will an agreement
to transfer ADSs in the form of ADRs give rise to a liability to stamp duty reserve tax.
Purchases of ordinary shares, as opposed to ADSs, through the CREST system of paperless share
transfers will be subject to stamp duty reserve tax at 0.5%. The charge will arise as soon as there
is an agreement for the transfer of the shares (or, in the case of a conditional agreement, when
the condition is fulfilled). The stamp duty reserve tax will apply to agreements to transfer
ordinary shares even if the agreement is made outside the UK between two non-residents.
Purchases of ordinary shares outside the CREST system are subject either to stamp duty at a rate of
£5 per £1,000 (or part, unless the stamp duty is less than £5, when no stamp duty is charged), or
stamp duty reserve tax at 0.5%. Stamp duty and stamp duty reserve tax are generally the liability
of the purchaser.
A subsequent transfer of ordinary shares to the Depositarys nominee will give rise to further
stamp duty at the rate of £1.50 per £100 (or part) or stamp duty reserve tax at the rate of 1.5% of
the value of the ordinary shares at the time of the transfer. An ADR holder electing to receive
ADSs instead of a cash dividend will be responsible for the stamp duty reserve tax due on issue of
shares to the Depositarys nominee and calculated at the rate of 1.5% on the issue price of the
shares. It is understood that HM Revenue & Customs, practice is to calculate the issue price by
reference to the total cash receipt to which a US holder would have been entitled had the election
to receive ADSs instead of a cash dividend not been made. ADR holders electing to receive ADSs
instead of the cash dividend authorize the Depositary to sell sufficient shares to cover this
liability.
Documents on display
BPs Annual Report and Accounts is also available online at www.bp.com/annualreport. Shareholders
may obtain a hard copy of BPs complete audited financial statements, free of charge, by contacting
BP Distribution Services at +44 (0)870 241 3269 or through an email request addressed to
bpdistributionservices@bp.com (UK and Rest of World) or from Precision IR at + 1 888 301 2505 or
through an email request addressed to bpreports@precisionir.com (US and Canada).
The company is subject to the information requirements of the US Securities Exchange Act of
1934 applicable to foreign private issuers. In accordance with these requirements, the company
files its Annual Report on Form 20-F and other related documents with the SEC. It is possible to
read and copy documents that have been filed with the SEC at the SECs public reference room
located at 100 F Street NE, Washington, DC 20549, US. You may also call the SEC at +1 800-SEC-0330
or log on to www.sec.gov. In addition, BPs SEC filings are available to the public at the SECs
website www.sec.gov. BP discloses on its website at www.bp.com/NYSEcorporategovernancerules, and in
its Annual Report on Form 20-F (Item 16G) significant ways (if any) in which its corporate
governance practices differ from those mandated for US companies under NYSE listing standards.
Controls and procedures
Evaluation of disclosure controls and procedures
The company maintains disclosure controls and procedures as such term is defined in Exchange Act
Rule 13a-15(e), that are designed to ensure that information required to be disclosed in reports
the company
files or submits under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission rules and forms, and that such
information is accumulated and communicated to management, including the companys group chief
executive and chief financial officer, as appropriate, to allow timely decisions regarding required
disclosure.
In designing and evaluating our disclosure controls and procedures, our management, including
the group chief executive and chief financial officer, recognize that any controls and procedures,
no matter how well designed and operated, can provide only reasonable, not absolute, assurance that
the objectives of the disclosure controls and procedures are met. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the company have been detected. Further,
in the design and evaluation of our disclosure controls and procedures our management necessarily
was required to apply its judgement in evaluating the cost-benefit relationship of possible
controls and procedures. Also, we have investments in certain unconsolidated entities. As we do not
control these entities, our disclosure controls and procedures with respect to such entities are
necessarily substantially more limited than those we maintain with respect to our consolidated
subsidiaries. Because of the inherent limitations in a cost-effective control system, misstatements
due to error or fraud may occur and not be detected. The companys disclosure controls and
procedures have been designed to meet, and management believe that they meet, reasonable assurance
standards.
The companys management, with the participation of the companys group chief executive and
chief financial officer, has evaluated the effectiveness of the companys disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this
annual report. Based on that evaluation, the group chief executive and chief financial officer have
concluded that the companys disclosure controls and procedures were effective at a reasonable
assurance level.
Changes in internal controls over financial reporting
There were no changes in the groups internal controls over financial reporting that occurred
during the period covered by the Form 20-F that have materially affected or are reasonably likely
to materially affect, our internal controls over financial reporting.
Managements report on internal control over financial reporting
Management of BP is responsible for establishing and maintaining adequate internal control over
financial reporting. BPs internal control over financial reporting is a process designed under the
supervision of the principal executive and principal financial officers to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of BPs financial
statements for external reporting purposes in accordance with IFRS.
As of the end of the 2009 fiscal year, management conducted an assessment of the effectiveness
of internal control over financial reporting in accordance with the Internal Control Revised
Guidance for Directors on the Combined Code (Turnbull). Based on this assessment, management has
determined that BPs internal control over financial reporting as of 31 December 2009 was
effective.
The companys internal control over financial reporting includes policies and procedures that
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
transactions and dispositions of assets; provide reasonable assurances that transactions are
recorded as necessary to permit preparation of financial statements in accordance with IFRS and
that receipts and expenditures are being made only in accordance with authorizations of management
and the directors of BP; and provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of BPs assets that could have a material effect on
our financial statements.
101
Table of Contents
Additional information for shareholders
BPs internal control over financial reporting as of 31 December 2009 has been audited by Ernst &
Young LLP, an independent registered public accounting firm, as
stated in their report appearing on page 108 of this Annual Report on Form 20-F 2009.
Code of ethics
The company has adopted a code of ethics for its group chief executive, chief financial officer,
deputy chief financial officer, group controller, general auditors and chief accounting officer as
required by the provisions of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules issued by
the SEC. There have been no waivers from the code of ethics relating to any officers. The code has
been amended to reflect changes to the titles and posts of certain senior officers. The amended
code of ethics has been filed as an exhibit to our Annual Report on Form 20-F.
In June 2005, BP published a code of conduct, which is applicable to all employees.
Principal accountants fees and services
The audit committee has established policies and procedures for the engagement of the independent
registered public accounting firm, Ernst & Young LLP, to render audit and certain assurance and tax
services. The policies provide for pre-approval by the audit committee of specifically defined
audit, audit-related, tax and other services that are not prohibited by regulatory or other
professional requirements. Ernst & Young is engaged for these services when its expertise and
experience of BP are important. Most of this work is of an audit nature. Tax services were awarded
either through a full competitive tender process or following an assessment of the expertise of
Ernst & Young relative to that of other potential service providers. These services are for a fixed
term.
Under the policy, pre-approval is given for specific services within the following categories:
advice on accounting, auditing and financial reporting matters; internal accounting and risk
management control reviews (excluding any services relating to information systems design and
implementation); non-statutory audit; project assurance and advice on business and accounting
process improvement (excluding any services relating to information systems design and
implementation relating to BPs financial statements or accounting records); due diligence in
connection with acquisitions, disposals and joint ventures (excluding valuation or involvement in
prospective financial information); income tax and indirect tax compliance and advisory services;
and employee tax services (excluding tax services that could impair independence); provision of, or
access to, Ernst & Young publications, workshops, seminars and other training materials; provision
of reports from data gathered on non-financial policies and information; and assistance with
understanding non-financial regulatory requirements. Additionally, any proposed service not
included in the pre-approved services, must be approved in advance prior to commencement of the
engagement. The audit committee has delegated to the chairman of the audit committee authority to
approve permitted services provided that the chairman reports any decisions to the committee at its
next scheduled meeting.
The audit committee evaluates the performance of the auditors each year. The audit fees
payable to Ernst & Young are reviewed by the committee in the context of other global companies for
cost effectiveness. The committee keeps under review the scope and results of audit work and the
independence and objectivity of the auditors. External regulation and BP policy requires the
auditors to rotate their lead audit partner every five years.
(See Financial statements Note 14 on page 134 and Audit committee report on page 70 for
details of audit fees.)
Corporate governance practices
In the US, BP ADSs are listed on the New York Stock Exchange (NYSE). The significant differences
between BPs corporate governance practices as a UK company and those required by NYSE listing
standards for US companies are listed as follows:
Independence
BP has adopted a robust set of board governance principles, which reflect the UKs Combined Code
and its principles-based approach to corporate governance. As such, the way in which BP makes
determinations of directors independence differs from the NYSE rules.
BPs board governance principles require that all non-executive directors be determined by the
board to be independent in character and judgement and free from any business or other
relationship which could materially interfere with the exercise of their judgement. The BP board
has determined that, in its judgement, all of the non-executive directors are independent. In doing
so, however, the board did not explicitly take into consideration the independence requirements
outlined in the NYSEs listing standards.
Committees
BP has a number of board committees which are broadly comparable in purpose and composition to
those required by NYSE rules for domestic US companies. For instance, BP has a chairmans (rather
than executive) committee, nomination (rather than nominating/corporate governance) committee and
remuneration (rather than compensation) committee. BP also has an audit committee, which NYSE rules
require for both US companies and foreign private issuers. These committees are composed solely of
non-executive directors whom the board has determined to be independent, in the manner described
above.
The BP board governance principles prescribe the composition, main tasks and requirements of
each of the committees (see the board committees on pages 70-76). BP has not, therefore, adopted
separate charters for each committee.
Under US securities law and the listing standards of the NYSE, BP is required to have an audit
committee which satisfies the requirements of Rule 10A-3 under the Exchange Act and Section 303A.06
of the NYSE Listed Company Manual. BPs audit committee complies with these requirements.
One of the NYSEs additional requirements for the audit committee states that at least one
member of the audit committee is to have accounting or related financial management expertise. As
reported in BP Annual Report on Form 20-F 2008, the board determined that Douglas Flint possessed
such expertise and also possesses the financial and audit committee experiences set forth in both
the Combined Code and SEC rules (see Audit committee report on page 70).
Shareholder approval of equity compensation plans
The NYSE rules for US companies require that shareholders must be given the opportunity to vote on
all equity-compensation plans and material revisions to those plans. BP complies with UK
requirements which are similar to the NYSE rules. The board, however, does not explicitly take into
consideration the NYSEs detailed definition of what are considered material revisions.
Code of ethics
The NYSE rules require that US companies adopt and disclose a code of business conduct and ethics
for directors, officers and employees. BP has adopted a code of conduct, which applies to all
employees, and has board governance principles which address the conduct of directors. In addition
BP has adopted a code of ethics for senior financial officers as required by the SEC. The code has
been amended to reflect changes to the titles and posts of certain senior officers. BP considers
that these codes and policies address the matters specified in the NYSE rules for US companies.
102
Table of Contents
Additional information for shareholders
Purchases of equity securities by the issuer and affiliated purchasers
At the AGM on 16 April 2009, authorization was given to repurchase up to 1.8 billion ordinary
shares in the period to the next AGM in 2010 or
15 July 2010, the latest date by which an AGM must be held. This authorization is renewed annually at the AGM. No repurchases of shares were made in the period 1 January 2009 to 18 February 2010. The following table provides details of share purchases made by ESOP trusts.
Fees and charges payable by a holder of ADSs
The Depositary collects fees for delivery and surrender of ADSs directly from investors depositing
shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them.
The Depositary collects fees for making distributions to investors by deducting those fees from the
amounts distributed or by selling a portion of the distributable property to pay the fees.
The charges of the Depositary payable by investors are as follows:
103
Table of Contents
Additional information for shareholders
Fees and payments made by the Depositary to the issuer
The Depositary has agreed to reimburse certain company expenses related to the companys ADS
programme and incurred by the company in connection with the programme. The Depositary reimbursed
to the company, or paid amounts on the companys behalf to third parties, or waived its fees and
expenses, of $4,565,411 for the year ended
31 December 2009. The table below sets forth the types of expenses that the Depositary has agreed to reimburse,
and the invoices relating to the year ended 31 December 2009 that were reimbursed:
The Depositary has also agreed to waive fees for standard costs associated with the administration
of the ADS programme and has paid certain expenses directly to third parties on behalf of the
company. The table below sets forth those expenses that the Depositary waived or paid directly to
third parties relating to the year ended 31 December 2009:
Under certain circumstances, including removal of the Depositary or termination of the ADR
programme by the company, the company is required to repay the Depositary amounts reimbursed and/or
expenses paid to or on behalf of the company during the 12-month period prior to notice of removal
or termination.
Called-up share capital
Details of the allotted, called up and fully paid share capital at
31 December 2009 are set out in Financial statements Note 36 on page 165. At the AGM on 16 April 2009, authorization was given to the directors to allot shares up to an
aggregate nominal amount equal to $1,561 million. Authority was also given to the directors to
allot shares for cash and to dispose of treasury shares, other than by way of rights issue, up to a
maximum of $234 million, without having to offer such shares to existing shareholders. These
authorities are given for the period until the next AGM in 2010 or 15 July 2010, whichever is the
earlier. These authorities are renewed annually at the AGM.
Administration
If you have any queries about the administration of shareholdings, such as change of address,
change of ownership, dividend payments, the dividend reinvestment plan or the ADS direct access
plan, or to change the way you receive your company documents (such as the Annual Report and
Accounts, Annual Review and Notice of Meeting) please contact the BP Registrar or ADS Depositary.
UK Registrars Office
The BP Registrar, Equiniti Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA Freephone in UK 0800 701107; Tel +44 (0)121 415 7005 Textphone 0871 384 2255; Fax +44 (0)871 384 2100 Please note that any numbers quoted with the prefix 0871 will be charged at 8p per minute from a BT
landline. Other network providers costs may vary.
US ADS Depositary
JPMorgan Chase Bank, N.A. PO Box 64504, St. Paul, MN 55164-0504 Toll-free in US and Canada +1 877 638 5672; Tel +1 651 306 4383 For the hearing impaired +1 651 453 2133 Annual general meeting
The 2010 AGM will be held on Thursday, 15 April 2010 at 11.30 a.m. at ExCeL London, One Western
Gateway, Royal Victoria Dock, London E16 1XL. A separate notice convening the meeting is
distributed to shareholders, which includes an explanation of the items of business to be
considered at the meeting.
All resolutions of which notice has been given will be decided on a poll.
Ernst & Young LLP have expressed their willingness to continue in office as auditors and a
resolution for their reappointment is included in
Notice of BP Annual General Meeting 2010.
By order of the board
David J Jackson Secretary 26 February 2010 BP p.l.c.
Registered in England and Wales No. 102498 104
Table of Contents
Additional information for shareholders
Exhibits
The following documents are filed as part of this annual report:
The total amount of long-term securities of the Registrant and its subsidiaries authorized under
any one instrument does not exceed 10% of the total assets of BP p.l.c. and its subsidiaries on a
consolidated basis. The company agrees to furnish copies of any or all such instruments to the
Securities and Exchange Commission upon request.
105
Table of Contents
106
Table of Contents
![]()
Table of Contents
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of BP p.l.c.
We have audited the accompanying group balance sheets of BP p.l.c. as of 31 December 2009 and 2008,
and the related group income statement, group cash flow statement, group statement of comprehensive
income and group statement of changes in equity, for each of the three years in the period ended 31
December 2009. These financial statements are the responsibility of the companys management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the group financial position of BP p.l.c. at
31 December 2009 and 2008, and the group results of operations and cash flows for each of the three
years in the period ended 31 December 2009, in accordance with International Financial Reporting
Standards as adopted by the European Union and International Financial Reporting Standards as
issued by the International Accounting Standards Board.
As discussed in Note 1 to the consolidated financial statements, the company has changed its
reserve estimates and related disclosures as a result of adopting new oil and gas reserve
estimation and disclosure requirements.
We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the effectiveness of BP p.l.c.s internal control over financial
reporting as of 31 December 2009, based on criteria established in the Internal Control Revised
Guidance for Directors on the Combined Code (Turnbull) as issued by the Institute of Chartered
Accountants in England and Wales (the Turnbull criteria) and our report dated 26 February 2010
expressed an unqualified opinion thereon.
/s/ERNST & YOUNG LLP
Ernst & Young LLP London, England 26 February 2010 Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of BP p.l.c.
We have audited BP p.l.c.s internal control over financial reporting as of 31 December 2009, based
on criteria established in Internal
Control-Revised Guidance for Directors on the Combined Code (Turnbull) as issued by the Institute of Chartered Accountants in England and Wales (the Turnbull criteria). BP p.l.c.s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Managements report on internal control over financial reporting on page 101. Our responsibility is to express an opinion on the companys internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles. A companys internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the companys assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, BP p.l.c. maintained, in all material respects, effective internal control
over financial reporting as of 31 December 2009, based on the Turnbull criteria.
We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the group balance sheets of BP p.l.c. as of 31 December 2009 and
2008, and the related group income statement, group cash flow statement, group statement of
comprehensive income and group statement of changes in equity, for each of the three years in the
period ended 31 December 2009, and our report dated 26 February 2010 expressed an unqualified
opinion thereon.
/s/ERNST & YOUNG LLP
Ernst & Young LLP London, England 26 February 2010 108
Table of Contents
Consolidated financial statements of the BP group
Consent of independent registered public accounting firm
We consent to the incorporation by reference of our reports dated 26 February 2010 with respect to
the group financial statements of BP p.l.c., and the effectiveness of internal control over
financial reporting of BP p.l.c., included in this Annual Report (Form 20-F) for the year ended 31
December 2009 in the following registration statements:
Registration Statement on Form F-3 (File No. 333-155798) of BP p.l.c.;
Registration Statement on Form F-3 (File No. 333-157906) of BP Capital Markets p.l.c. and BP
p.l.c.; and
Registration Statements on Form S-8 (File Nos. 333-149778, 333-79399, 333-67206, 333-102583,
333-103924, 333-123482, 333-123483, 333-131583, 333-146868, 333-146870, 333-146873, 333-131584 and
333-132619) of BP p.l.c.
/s/ERNST & YOUNG LLP
Ernst & Young LLP London, England 5 March 2010
109
Table of Contents
Consolidated financial statements of the BP group
Group income statement
110
Table of Contents
Consolidated financial statements of the BP group
Group statement of comprehensive income
Group statement of changes in equity
111
Table of Contents
Consolidated financial statements of the BP group
Group balance sheet
C-H Svanberg Chairman
Dr A B Hayward Group Chief Executive 26 February 2010 112
Table of Contents
Consolidated financial statements of the BP group
Group cash flow statement
113
Table of Contents
Notes on financial statements
1. Significant accounting policies
Authorization
of financial statements and statement of compliance with International Financial
Reporting Standards
The consolidated financial statements of the BP group for the year ended 31 December 2009 were
approved and signed by the chairman and group chief executive on 26 February 2010 having been duly
authorized to do so by the board of directors. BP p.l.c. is a public limited company incorporated
and domiciled in England and Wales. The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards (IFRS) as issued by the International
Accounting Standards Board (IASB) and IFRS as adopted by the European Union (EU). IFRS as adopted by the EU differs in certain
respects from IFRS as issued by the IASB, however, the differences have no impact on the groups
consolidated financial statements for the years presented. The significant accounting policies of
the group are set out below.
Basis of preparation
The consolidated financial statements have been prepared in accordance with IFRS and International
Financial Reporting Interpretations Committee (IFRIC) interpretations issued and effective for the
year ended 31 December 2009, or issued and early adopted. The standards and interpretations adopted
in the year are described further on page 121.
The accounting policies that follow have been consistently applied to all years presented. The
group balance sheet as at 1 January 2008 is not presented as it is not affected by the
retrospective adoption of any new accounting policies during the year, nor any other retrospective
restatements or reclassifications.
The consolidated financial statements are presented in US dollars and all values are rounded
to the nearest million dollars ($ million), except where otherwise indicated.
For further information regarding the key judgements and estimates made by management in
applying the groups accounting policies, refer to Critical accounting policies on pages 90 to 92,
which forms part of these financial statements.
Basis of consolidation
The group financial statements consolidate the financial statements of BP p.l.c. and the entities
it controls (its subsidiaries) drawn up to
31 December each year. Control comprises the power to govern the financial and operating policies
of the investee so as to obtain benefit from its activities and is achieved through direct and
indirect ownership of voting rights; currently exercisable or convertible potential voting rights;
or by way of contractual agreement. Subsidiaries are consolidated from the date of their
acquisition, being the date on which the group obtains control, and continue to be consolidated
until the date that such control ceases. The financial statements of subsidiaries are prepared for
the same reporting year as the parent company, using consistent accounting policies. All
intercompany balances and transactions, including unrealized profits arising from intragroup
transactions, have been eliminated in full. Unrealized losses are eliminated unless the transaction
provides evidence of an impairment of the asset transferred. Minority interests represent the
portion of profit or loss and net assets in subsidiaries that is not held by the group.
Segmental reporting
The groups operating segments are established on the basis of those components of the group that
are evaluated regularly by the chief operating decision maker in deciding how to allocate resources
and in assessing performance. The accounting policies of the operating segments are the same as the
groups accounting policies described in this note, except that IFRS requires that the measure of
profit or loss disclosed for each operating segment is the measure that is provided regularly to
the chief operating decision maker. For BP, this measure of profit or loss is replacement cost
profit before interest and tax which reflects the replacement cost of supplies by excluding from
profit inventory holding gains and losses. Replacement cost profit for the group is not a
recognized measure under generally accepted accounting practice (GAAP). For further information see
Note 4.
Interests in joint ventures
A joint venture is a contractual arrangement whereby two or more parties (venturers) undertake an
economic activity that is subject to joint control. Joint control exists only when the strategic
financial and operating decisions relating to the activity require the unanimous consent of the
venturers. A jointly controlled entity is a joint venture that involves the establishment of a
company, partnership or other entity to engage in economic activity that the group jointly controls
with its fellow venturers.
The results, assets and liabilities of a jointly controlled entity are incorporated in these
financial statements using the equity method of accounting. Under the equity method, the investment
in a jointly controlled entity is carried in the balance sheet at cost, plus post-acquisition
changes in the groups share of net assets of the jointly controlled entity, less distributions
received and less any impairment in value of the investment. Loans advanced to jointly controlled
entities are also included in the investment on the group balance sheet. The group income statement
reflects the groups share of the results after tax of the jointly controlled entity.
Financial statements of jointly controlled entities are prepared for the same reporting year
as the group. Where necessary, adjustments are made to those financial statements to bring the
accounting policies used into line with those of the group.
Unrealized gains on transactions between the group and its jointly controlled entities are
eliminated to the extent of the groups interest in the jointly controlled entities. Unrealized
losses are also eliminated unless the transaction provides evidence of an impairment of the asset
transferred.
The group assesses investments in jointly controlled entities for impairment whenever events
or changes in circumstances indicate that the carrying value may not be recoverable. If any such
indication of impairment exists, the carrying amount of the investment is compared with its
recoverable amount, being the higher of its fair value less costs to sell and value in use. Where
the carrying amount exceeds the recoverable amount, the investment is written down to its
recoverable amount.
The group ceases to use the equity method of accounting on the date from which it no longer
has joint control or significant influence over the joint venture, or when the interest becomes
held for sale.
Certain of the groups activities, particularly in the Exploration and Production segment, are
conducted through joint ventures where the venturers have a direct ownership interest in, and
jointly control, the assets of the venture. BP recognizes, on a line-by-line basis in the
consolidated financial statements, its share of the assets, liabilities and expenses of these
jointly controlled assets, along with the groups income from the sale of its share of the output
and any liabilities and expenses incurred in relation to the venture.
114
Table of Contents
Notes on financial statements
1. Significant accounting policies continued
Interests in associates
An associate is an entity over which the group is in a position to exercise significant influence
through participation in the financial and operating policy decisions of the investee, but which is
not a subsidiary or a jointly controlled entity. The results, assets and liabilities of an
associate are incorporated in these financial statements using the equity method of accounting as
described above for jointly controlled entities.
Foreign currency translation
Functional currency is the currency of the primary economic environment in which an entity operates
and is normally the currency in which the entity primarily generates and expends cash.
In individual companies, transactions in foreign currencies are initially recorded in the
functional currency by applying the rate of exchange ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated into the
functional currency at the rate of exchange ruling at the balance sheet date. Any resulting
exchange differences are included in the income statement. Non-monetary assets and liabilities,
other than those measured at fair value, are not retranslated subsequent to initial recognition.
In the consolidated financial statements, the assets and liabilities of non-US dollar
functional currency subsidiaries, jointly controlled entities and associates, including related
goodwill, are translated into US dollars at the rate of exchange ruling at the balance sheet date.
The results and cash flows of non-US dollar functional currency subsidiaries, jointly controlled
entities and associates are translated into US dollars using average rates of exchange. Exchange
adjustments arising when the opening net assets and the profits for the year retained by non-US
dollar functional currency subsidiaries, jointly controlled entities and associates are translated
into US dollars are taken to a separate component of equity and reported in the statement of
comprehensive income. Exchange gains and losses arising on long-term intragroup foreign currency
borrowings used to finance the groups non-US dollar investments are also taken to equity. On
disposal of a non-US dollar functional currency subsidiary, jointly controlled entity or associate,
the deferred cumulative amount of exchange gains and losses recognized in equity relating to that
particular non-US dollar operation is reclassified to the income statement.
Business combinations and goodwill
Business combinations are accounted for using the purchase method of accounting. The cost of an
acquisition is measured as the cash paid and the fair value of other assets given, equity
instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly
attributable to the acquisition. The acquired identifiable assets, liabilities and contingent
liabilities are measured at their fair values at the date of acquisition. Any excess of the cost of
acquisition over the net fair value of the identifiable assets, liabilities and contingent
liabilities acquired is recognized as goodwill. Where the group does not acquire 100% ownership of
the acquired company, the interest of minority shareholders is stated at the minoritys proportion
of the fair values of the assets and liabilities recognized.
At the acquisition date, any goodwill acquired is allocated to each of the cash-generating
units expected to benefit from the combinations synergies. For this purpose, cash-generating units
are set at one level below a business segment.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill is reviewed for impairment annually or more frequently if events or changes in
circumstances indicate that the carrying value may be impaired. Impairment is determined by
assessing the recoverable amount of the cash-generating unit to which the goodwill relates. Where
the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment
loss is recognized.
The cost of goodwill arising on business combinations prior to
1 January 2003 is stated at the previous carrying amount under UK generally accepted accounting
practice.
Goodwill may also arise upon investments in jointly controlled entities and associates, being
the surplus of the cost of investment over the groups share of the net fair value of the
identifiable assets. Such goodwill is recorded within investments in jointly controlled entities
and associates, and any impairment of the investment is included within the earnings from jointly
controlled entities and associates.
Non-current assets held for sale
Non-current assets and disposal groups classified as held for sale are measured at the lower of
carrying amount and fair value less costs to sell.
Non-current assets and disposal groups are classified as held for sale if their carrying
amounts will be recovered through a sale transaction rather than through continuing use. This
condition is regarded as met only when the sale is highly probable and the asset or disposal group
is available for immediate sale in its present condition. Management must be committed to the sale,
which should be expected to qualify for recognition as a completed sale within one year from the
date of classification.
Property, plant and equipment and intangible assets once classified as held for sale are not
depreciated. The group ceases to use the equity method of accounting on the date from which an
interest in a joint venture or an interest in an associate becomes held for sale.
Intangible assets
Intangible assets, other than goodwill, include expenditure on the exploration for and evaluation
of oil and natural gas resources, computer software, patents, licences and trademarks and are
stated at the amount initially recognized, less accumulated amortization and accumulated impairment
losses.
Intangible assets acquired separately from a business are carried initially at cost. The
initial cost is the aggregate amount paid and the fair value of any other consideration given to
acquire the asset. An intangible asset acquired as part of a business combination is measured at
fair value at the date of acquisition and is recognized separately from goodwill if the asset is
separable or arises from contractual or other legal rights and its fair value can be measured
reliably.
Intangible assets with a finite life are amortized on a straight-line basis over their
expected useful lives. For patents, licences and trademarks, expected useful life is the shorter of
the duration of the legal agreement and economic useful life, and can range from three to 15 years.
Computer software costs have a useful life of three to five years.
The expected useful lives of assets are reviewed on an annual basis and, if necessary, changes
in useful lives are accounted for prospectively.
The carrying value of intangible assets is reviewed for impairment whenever events or changes
in circumstances indicate the carrying value may not be recoverable.
115
Table of Contents
Notes on financial statements
1. Significant accounting policies continued
Oil and natural gas exploration, appraisal and development expenditure
Oil and natural gas exploration, appraisal and development expenditure is accounted for using the
principles of the successful efforts method of accounting.
Licence and property acquisition costs
Exploration licence and leasehold property acquisition costs are capitalized within intangible
assets and are reviewed at each reporting date to confirm that there is no indication that the
carrying amount exceeds the recoverable amount. This review includes confirming that exploration
drilling is still under way or firmly planned or that it has been determined, or work is under way
to determine, that the discovery is economically viable based on a range of technical and
commercial considerations and sufficient progress is being made on establishing development plans
and timing. If no future activity is planned, the remaining balance of the licence and property
acquisition costs is written off. Lower value licences are pooled and amortized on a straight-line
basis over the estimated period of exploration. Upon recognition of proved reserves and internal
approval for development, the relevant expenditure is transferred to property, plant and equipment.
Exploration and appraisal expenditure
Geological and geophysical exploration costs are charged against income as incurred. Costs directly
associated with an exploration well are initially capitalized as an intangible asset until the
drilling of the well is complete and the results have been evaluated. These costs include employee
remuneration, materials and fuel used, rig costs, delay rentals and payments made to contractors.
If potentially commercial quantities of hydrocarbons are not found, the exploration expenditure is
written off as a dry hole. If hydrocarbons are found and, subject to further appraisal activity,
are likely to be capable of commercial development, the costs continue to be carried as an asset.
Costs directly associated with appraisal activity, undertaken to determine the size,
characteristics and commercial potential of a reservoir following the initial discovery of
hydrocarbons, including the costs of appraisal wells where hydrocarbons were not found, are
initially capitalized as an intangible asset.
All such carried costs are subject to technical, commercial and management review at least
once a year to confirm the continued intent to develop or otherwise extract value from the
discovery. When this is no longer the case, the costs are written off. When proved reserves of oil
and natural gas are determined and development is approved by management, the relevant expenditure
is transferred to property, plant and equipment.
Development expenditure
Expenditure on the construction, installation or completion of infrastructure facilities such as
platforms, pipelines and the drilling of development wells, including service and unsuccessful
development or delineation wells, is capitalized within property, plant and equipment and is
depreciated from the commencement of production as described below in the accounting policy for
property, plant and equipment.
Property, plant and equipment
Property, plant and equipment is stated at cost, less accumulated depreciation and accumulated
impairment losses.
The initial cost of an asset comprises its purchase price or construction cost, any costs
directly attributable to bringing the asset into operation, the initial estimate of any
decommissioning obligation, if any, and, for qualifying assets, borrowing costs. The purchase price
or construction cost is the aggregate amount paid and the fair value of any other consideration
given to acquire the asset. The capitalized value of a finance lease is also included within
property, plant and equipment. Exchanges of assets are measured at fair value unless the exchange
transaction lacks commercial substance or the fair value of neither the asset received nor the
asset given up is reliably measurable. The cost of the acquired asset is measured at the fair value
of the asset given up, unless the fair value of the asset received is more clearly evident. Where
fair value is not used, the cost of the acquired asset is measured at the carrying amount of the
asset given up. The gain or loss on derecognition of the asset given up is recognized in profit or
loss.
Expenditure on major maintenance refits or repairs comprises the cost of replacement assets or
parts of assets, inspection costs and overhaul costs. Where an asset or part of an asset that was
separately depreciated is replaced and it is probable that future economic benefits associated with
the item will flow to the group, the expenditure is capitalized and the carrying amount of the
replaced asset is derecognized. Inspection costs associated with major maintenance programmes are
capitalized and amortized over the period to the next inspection. Overhaul costs for major
maintenance programmes are expensed as incurred. All other maintenance costs are expensed as
incurred.
Oil and natural gas properties, including related pipelines, are depreciated using a
unit-of-production method. The cost of producing wells is amortized over proved developed reserves.
Licence acquisition, field development and future decommissioning costs are amortized over total
proved reserves. The unit-of-production rate for the amortization of field development costs takes
into account expenditures incurred to date, together with approved future development expenditure
required to develop reserves.
Other property, plant and equipment is depreciated on a straight line basis over its expected
useful life. The useful lives of the groups other property, plant and equipment are as follows:
The expected useful lives of property, plant and equipment are reviewed on an annual basis and, if
necessary, changes in useful lives are accounted for prospectively.
The carrying value of property, plant and equipment is reviewed for impairment whenever events
or changes in circumstances indicate the carrying value may not be recoverable.
An item of property, plant and equipment is derecognized upon disposal or when no future
economic benefits are expected to arise from the continued use of the asset. Any gain or loss
arising on derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the item) is included in the income statement in the period in
which the item is derecognized.
116
Table of Contents
Notes on financial statements
1. Significant accounting policies continued
Impairment of intangible assets and property, plant and equipment
The group assesses assets or groups of assets for impairment whenever events or changes in
circumstances indicate that the carrying value of an asset may not be recoverable, for example, low
prices or margins for an extended period or, for oil and gas assets, significant downward revisions
of estimated volumes or increases in estimated future development expenditure. If any such
indication of impairment exists, the group makes an estimate of the assets recoverable amount.
Individual assets are grouped for impairment assessment purposes at the lowest level at which there
are identifiable cash flows that are largely independent of the cash flows of other groups of
assets. An asset groups recoverable amount is the higher of its fair value less costs to sell and
its value in use. Where the carrying amount of an asset group exceeds its recoverable amount, the
asset group is considered impaired and is written down to its recoverable amount. In assessing
value in use, the estimated future cash flows are adjusted for the risks specific to the asset
group and are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money.
An assessment is made at each reporting date as to whether there is any indication that
previously recognized impairment losses may no longer exist or may have decreased. If such
indication exists, the recoverable amount is estimated. A previously recognized impairment loss is
reversed only if there has been a change in the estimates used to determine the assets recoverable
amount since the last impairment loss was recognized. If that is the case, the carrying amount of
the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying
amount that would have been determined, net of depreciation, had no impairment loss been recognized
for the asset in prior years. Such reversal is recognized in profit or loss. After such a reversal,
the depreciation charge is adjusted in future periods to allocate the assets revised carrying
amount, less any residual value, on a systematic basis over its remaining useful life.
Financial assets
Financial assets are classified as loans and receivables; available-for-sale financial assets;
financial assets at fair value through profit or loss; or as derivatives designated as hedging
instruments in an effective hedge, as appropriate. Financial assets include cash and cash
equivalents, trade receivables, other receivables, loans, other investments, and derivative
financial instruments. The group determines the classification of its financial assets at initial
recognition. Financial assets are recognized initially at fair value, normally being the
transaction price plus, in the case of financial assets not at fair value through profit or loss,
directly attributable transaction costs.
The subsequent measurement of financial assets depends on their classification, as follows:
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. Such assets are carried at amortized cost using the effective
interest method if the time value of money is significant. Gains and losses are recognized in
income when the loans and receivables are derecognized or impaired, as well as through the
amortization process. This category of financial assets includes trade and other receivables.
Available-for-sale financial assets
Available-for-sale financial assets are those non-derivative financial assets that are not
classified as loans and receivables. After initial recognition, available-for-sale financial assets
are measured at fair value, with gains or losses recognized within other comprehensive income.
Accumulated changes in fair value are recorded as a separate component of equity until the
investment is derecognized or impaired.
The fair value of quoted investments is determined by reference to bid prices at the close of
business on the balance sheet date. Where there is no active market, fair value is determined using
valuation techniques. Where fair value cannot be reliably measured, assets are carried at cost.
Financial assets at fair value through profit or loss
Derivatives, other than those designated as effective hedging instruments, are classified as held
for trading and are included in this category. These assets are carried on the balance sheet at
fair value with gains or losses recognized in the income statement.
Derivatives designated as hedging instruments in an effective hedge
Such derivatives are carried on the balance sheet at fair value. The treatment of gains and losses
arising from revaluation is described below in the accounting policy for derivative financial
instruments and hedging activities.
Impairment of financial assets
The group assesses at each balance sheet date whether a financial asset or group of financial
assets is impaired.
Loans and receivables
If there is objective evidence that an impairment loss on loans and receivables carried at
amortized cost has been incurred, the amount of the loss is measured as the difference between the
assets carrying amount and the present value of estimated future cash flows discounted at the
financial assets original effective interest rate. The carrying amount of the asset is reduced,
with the amount of the loss recognized in the income statement.
Available-for-sale financial assets
If an available-for-sale financial asset is impaired, the cumulative loss previously recognized in
equity is transferred to the income statement. Any subsequent recovery in the fair value of the
asset is recognized within other comprehensive income.
If there is objective evidence that an impairment loss on an unquoted equity instrument that
is carried at cost has been incurred, the amount of the loss is measured as the difference between
the assets carrying amount and the present value of estimated future cash flows discounted at the
current market rate of return for a similar financial asset.
Inventories
Inventories, other than inventory held for trading purposes, are stated at the lower of cost and
net realizable value. Cost is determined by the first-in first-out method and comprises direct
purchase costs, cost of production, transportation and manufacturing expenses. Net realizable value
is determined by reference to prices existing at the balance sheet date.
Inventories held for trading purposes are stated at fair value less costs to sell and any
changes in net realizable value are recognized in the income statement.
Supplies are valued at cost to the group mainly using the average method or net realizable
value, whichever is the lower.
117
Table of Contents
Notes on financial statements
1. Significant accounting policies continued
Financial liabilities
Financial liabilities are classified as financial liabilities at fair value through profit or loss;
derivatives designated as hedging instruments in an effective hedge; or as financial liabilities
measured at amortized cost, as appropriate. Financial liabilities include trade and other payables,
accruals, finance debt and derivative financial instruments. The group determines the
classification of its financial liabilities at initial recognition. The measurement of financial
liabilities depends on their classification, as follows:
Financial liabilities at fair value through profit or loss
Derivatives, other than those designated as effective hedging instruments, are classified as held
for trading and are included in this category. These liabilities are carried on the balance sheet
at fair value with gains or losses recognized in the income statement.
Derivatives designated as hedging instruments in an effective hedge
Such derivatives are carried on the balance sheet at fair value, the treatment of gains and losses
arising from revaluation are described below in the accounting policy for derivative financial
instruments and hedging activities.
Financial liabilities measured at amortized cost
All other financial liabilities are initially recognized at fair value. For interest-bearing loans
and borrowings this is the fair value of the proceeds received net of issue costs associated with
the borrowing.
After initial recognition, other financial liabilities are subsequently measured at amortized
cost using the effective interest method. Amortized cost is calculated by taking into account any
issue costs, and any discount or premium on settlement. Gains and losses arising on the repurchase,
settlement or cancellation of liabilities are recognized respectively in interest and other
revenues and finance costs.
This category of financial liabilities includes trade and other payables and finance debt.
Leases
Finance leases, which transfer to the group substantially all the risks and benefits incidental to
ownership of the leased item, are capitalized at the commencement of the lease term at the fair
value of the leased property or, if lower, at the present value of the minimum lease payments.
Finance charges are allocated to each period so as to achieve a constant rate of interest on the
remaining balance of the liability and are charged directly against income.
Capitalized leased assets are depreciated over the shorter of the estimated useful life of the
asset or the lease term.
Operating lease payments are recognized as an expense in the income statement on a
straight-line basis over the lease term.
For both finance and operating leases, contingent rents are recognized in the income statement
in the period in which they are incurred.
Derivative financial instruments and hedging activities
The group uses derivative financial instruments to manage certain exposures to fluctuations in
foreign currency exchange rates, interest rates and commodity prices as well as for trading
purposes. Such derivative financial instruments are initially recognized at fair value on the date
on which a derivative contract is entered into and are subsequently remeasured at fair value.
Derivatives are carried as assets when the fair value is positive and as liabilities when the fair
value is negative.
Contracts to buy or sell a non-financial item that can be settled net in cash or another financial
instrument, or by exchanging financial instruments as if the contracts were financial instruments,
with the exception of contracts that were entered into and continue to be held for the purpose of
the receipt or delivery of a non-financial item in accordance with the groups expected purchase,
sale or usage requirements, are accounted for as financial instruments.
Gains or losses arising from changes in the fair value of derivatives that are not designated
as effective hedging instruments are recognized in the income statement.
For the purpose of hedge accounting, hedges are classified as:
At the inception of a hedge relationship the group formally designates and documents the hedge
relationship for which the group wishes to claim hedge accounting, together with the risk
management objective and strategy for undertaking the hedge. The documentation includes
identification of the hedging instrument, the hedged item or transaction, the nature of the risk
being hedged, and how the entity will assess the hedging instrument effectiveness in offsetting the
exposure to changes in the hedged items fair value or cash flows attributable to the hedged item.
Such hedges are expected at inception to be highly effective in achieving offsetting changes in
fair value or cash flows. Hedges meeting the criteria for hedge accounting are accounted for as
follows:
Fair value hedges
The change in fair value of a hedging derivative is recognized in profit or loss. The change in the
fair value of the hedged item attributable to the risk being hedged is recorded as part of the
carrying value of the hedged item and is also recognized in profit or loss.
The group applies fair value hedge accounting for hedging fixed interest rate risk on
borrowings. The gain or loss relating to the effective portion of the interest rate swap is
recognized in the income statement within finance costs, offsetting the amortization of the
interest on the underlying borrowings.
If the criteria for hedge accounting are no longer met, or if the group revokes the
designation, the adjustment to the carrying amount of a hedged item for which the effective
interest rate method is used is amortized to profit or loss over the period to maturity.
Cash flow hedges
For cash flow hedges, the effective portion of the gain or loss on the hedging instrument is
recognized within other comprehensive income, while the ineffective portion is recognized in profit
or loss. Amounts taken to equity are transferred to the income statement when the hedged
transaction affects profit or loss. The gain or loss relating to the effective portion of interest
rate swaps hedging variable rate borrowings is recognized in the income statement within finance
costs.
Where the hedged item is the cost of a non-financial asset or liability, such as a forecast
transaction for the purchase of property, plant and equipment, the amounts recognized within other
comprehensive income are transferred to the initial carrying amount of the non-financial asset or
liability.
If the hedging instrument expires or is sold, terminated or exercised without replacement or
rollover, or if its designation as a hedge is revoked, amounts previously recognized within other
comprehensive income remain in equity until the forecast transaction occurs and are transferred to
the income statement or to the initial carrying amount of a non-financial asset or liability as
above. If a forecast transaction is no longer expected to occur, amounts previously recognized in
equity are reclassified to the income statement.
118
Table of Contents
Notes on financial statements
1. Significant accounting policies continued
Hedges of a net investment in a foreign operation
For hedges of a net investment in a foreign operation, the effective portion of the gain or loss on
the hedging instrument is recognized within other comprehensive income, while the ineffective
portion is recognized in profit or loss. Amounts taken to equity are transferred to the income
statement when the foreign operation is sold or partially disposed of.
Embedded derivatives
Derivatives embedded in other financial instruments or other host contracts are treated as separate
derivatives when their risks and characteristics are not closely related to those of the host
contract. Contracts are assessed for embedded derivatives when the group becomes a party to them,
including at the date of a business combination. Embedded derivatives are measured at fair value at
each balance sheet date. Any gains or losses arising from changes in fair value are taken directly
to the income statement.
Provisions and contingencies
Provisions are recognized when the group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. Where appropriate, the future cash flow estimates are adjusted to reflect risks
specific to the liability.
If the effect of the time value of money is material, provisions are determined by discounting
the expected future cash flows at a pre-tax rate that reflects current market assessments of the
time value of money. Where discounting is used, the increase in the provision due to the passage of
time is recognized within finance costs.
Contingent liabilities are possible obligations whose existence will only be confirmed by
future events not wholly within the control of the group. Contingent liabilities are not recognized
in the financial statements but are disclosed unless the possibility of an outflow of economic
resources is considered remote.
Decommissioning
Liabilities for decommissioning costs are recognized when the group has an obligation to dismantle
and remove a facility or an item of plant and to restore the site on which it is located, and when
a reliable estimate of that liability can be made. Where an obligation exists for a new facility,
such as oil and natural gas production or transportation facilities, this will be on construction
or installation. An obligation for decommissioning may also crystallize during the period of
operation of a facility through a change in legislation or through a decision to terminate
operations. The amount recognized is the present value of the estimated future expenditure
determined in accordance with local conditions and requirements.
A corresponding item of property, plant and equipment of an amount equivalent to the provision
is also recognized. This is subsequently depreciated as part of the asset.
Other than the unwinding discount on the provision, any change in the present value of the
estimated expenditure is reflected as an adjustment to the provision and the corresponding item of
property, plant and equipment. Such changes include foreign exchange gains and losses arising on
the retranslation of the liability into the functional currency of the reporting entity, when it is
known that the liability will be settled in a foreign currency.
Environmental expenditures and liabilities
Environmental expenditures that relate to current or future revenues are expensed or capitalized as
appropriate. Expenditures that relate to an existing condition caused by past operations and do not
contribute to current or future earnings are expensed.
Liabilities for environmental costs are recognized when a clean-up is probable and the
associated costs can be reliably estimated. Generally, the timing of recognition of these
provisions coincides with the commitment to a formal plan of action or, if earlier, on divestment
or on closure of inactive sites.
The amount recognized is the best estimate of the expenditure required. Where the liability
will not be settled for a number of years, the amount recognized is the present value of the
estimated future expenditure.
Employee benefits
Wages, salaries, bonuses, social security contributions, paid annual leave and sick leave are
accrued in the period in which the associated services are rendered by employees of the group.
Deferred bonus arrangements that have a vesting date more than 12 months after the period end are
valued on an actuarial basis using the projected unit credit method and amortized on a
straight-line basis over the service period until the award vests. The accounting policy for
pensions and other post-retirement benefits is described below.
Share-based payments
Equity-settled transactions
The cost of equity-settled transactions with employees is measured by reference to the fair value
at the date at which equity instruments are granted and is recognized as an expense over the
vesting period, which ends on the date on which the relevant employees become fully entitled to the
award. Fair value is determined by using an appropriate valuation model. In valuing equity-settled
transactions, no account is taken of any vesting conditions, other than conditions linked to the
price of the shares of the company (market conditions). Non-vesting conditions, such as the
condition that employees contribute to a savings-related plan, are taken into account in the
grant-date fair value, and failure to meet a non-vesting condition is treated as a cancellation,
where this is within the control of the employee.
No expense is recognized for awards that do not ultimately vest, except for awards where
vesting is conditional upon a market condition, which are treated as vesting irrespective of
whether or not the market condition is satisfied, provided that all other performance conditions
are satisfied.
At each balance sheet date before vesting, the cumulative expense is calculated, representing
the extent to which the vesting period has expired and managements best estimate of the
achievement or otherwise of non-market conditions and the number of equity instruments that will
ultimately vest or, in the case of an instrument subject to a market condition, be treated as
vesting as described above. The movement in cumulative expense since the previous balance sheet
date is recognized in the income statement, with a corresponding entry in equity.
When the terms of an equity-settled award are modified or a new award is designated as
replacing a cancelled or settled award, the cost based on the original award terms continues to be
recognized over the original vesting period. In addition, an expense is recognized over the
remainder of the new vesting period for the incremental fair value of any modification, based on
the difference between the fair value of the original award and the fair value of the modified
award, both as measured on the date of the modification. No reduction is recognized if this
difference is negative.
When an equity-settled award is cancelled, it is treated as if it had vested on the date of
cancellation and any cost not yet recognized in the income statement for the award is expensed
immediately.
119
Table of Contents
Notes on financial statements
1. Significant accounting policies continued
Cash-settled transactions
The cost of cash-settled transactions is measured at fair value and recognized as an expense over
the vesting period, with a corresponding liability recognized on the balance sheet.
Pensions and other post-retirement benefits
The cost of providing benefits under the defined benefit plans is determined separately for each
plan using the projected unit credit method, which attributes entitlement to benefits to the
current period (to determine current service cost) and to the current and prior periods (to
determine the present value of the defined benefit obligation). Past service costs are recognized
immediately when the company becomes committed to a change in pension plan design. When a
settlement (eliminating all obligations for benefits already accrued) or a curtailment (reducing
future obligations as a result of a material reduction in the scheme membership or a reduction in
future entitlement) occurs, the obligation and related plan assets are remeasured using current
actuarial assumptions and the resultant gain or loss is recognized in the income statement during
the period in which the settlement or curtailment occurs.
The interest element of the defined benefit cost represents the change in present value of
scheme obligations resulting from the passage of time, and is determined by applying the discount
rate to the opening present value of the benefit obligation, taking into account material changes
in the obligation during the year. The expected return on plan assets is based on an assessment
made at the beginning of the year of long-term market returns on plan assets, adjusted for the
effect on the fair value of plan assets of contributions received and benefits paid during the
year. The difference between the expected return on plan assets and the interest cost is recognized
in the income statement as other finance income or expense.
Actuarial gains and losses are recognized in full within other comprehensive income in the
period in which they occur.
The defined benefit pension plan surplus or deficit in the balance sheet comprises the total
for each plan of the present value of the defined benefit obligation (using a discount rate based
on high quality corporate bonds), less the fair value of plan assets out of which the obligations
are to be settled directly. Fair value is based on market price information and, in the case of
quoted securities, is the published bid price.
Contributions to defined contribution schemes are recognized in the income statement in the
period in which they become payable.
Corporate taxes
Income tax expense represents the sum of the tax currently payable and deferred tax. Interest and
penalties relating to tax are also included in income tax expense.
The tax currently payable is based on the taxable profits for the period. Taxable profit
differs from net profit as reported in the income statement because it excludes items of income or
expense that are taxable or deductible in other periods and it further excludes items that are
never taxable or deductible. The groups liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is provided, using the liability method, on all temporary differences at the
balance sheet date between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences:
Deferred tax assets are recognized for all deductible temporary differences, carry-forward of
unused tax credits and unused tax losses, to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences and the carry-forward of
unused tax credits and unused tax losses can be utilized:
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be available to allow
all or part of the deferred income tax asset to be utilized.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply
to the year when the asset is realized or the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted at the balance sheet date.
Tax relating to items recognized directly in equity is recognized in equity and not in the
income statement.
Customs duties and sales taxes
Revenues, expenses and assets are recognized net of the amount of customs duties or sales tax
except:
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as
part of receivables or payables in the balance sheet.
Own equity instruments
The groups holdings in its own equity instruments, including ordinary shares held by Employee
Share Ownership Plans (ESOPs), are classified as treasury shares, or own shares for the ESOPs,
and are shown as deductions from shareholders equity at cost. Consideration received for the sale
of such shares is also recognized in equity, with any difference between the proceeds from sale and
the original cost being taken to the profit and loss account reserve. No gain or loss is recognized
in the income statement on the purchase, sale, issue or cancellation of equity shares.
120
Table of Contents
Notes on financial statements
1. Significant accounting policies continued
Revenue
Revenue arising from the sale of goods is recognized when the significant risks and rewards of
ownership have passed to the buyer and it can be reliably measured.
Revenue is measured at the fair value of the consideration received or receivable and
represents amounts receivable for goods provided in the normal course of business, net of
discounts, customs duties and sales taxes.
Revenues associated with the sale of oil, natural gas, natural gas liquids, liquefied natural
gas, petroleum and chemicals products and all other items are recognized when the title passes to
the customer. Physical exchanges are reported net, as are sales and purchases made with a common
counterparty, as part of an arrangement similar to a physical exchange. Similarly, where the group
acts as agent on behalf of a third party to procure or market energy commodities, any associated
fee income is recognized but no purchase or sale is recorded.
Additionally, where forward sale and purchase contracts for oil, natural gas or power have been
determined to be for trading purposes, the associated sales and purchases are reported net within
sales and other operating revenues whether or not physical delivery has occurred.
Generally, revenues from the production of oil and natural gas properties in which the group
has an interest with joint venture partners are recognized on the basis of the groups working
interest in those properties (the entitlement method). Differences between the production sold and
the groups share of production are not significant.
Interest income is recognized as the interest accrues (using the effective interest rate that
is the rate that exactly discounts estimated future cash receipts through the expected life of the
financial instrument to the net carrying amount of the financial asset).
Dividend income from investments is recognized when the shareholders right to receive the
payment is established.
Research
Research costs are expensed as incurred.
Finance costs
Finance costs directly attributable to the acquisition, construction or production of qualifying
assets, which are assets that necessarily take a substantial period of time to get ready for their
intended use, are added to the cost of those assets, until such time as the assets are
substantially ready for their intended use. All other finance costs are recognized in the income
statement in the period in which they are incurred.
Use of estimates
The preparation of financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities as well as the disclosure of contingent
assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses
during the reporting period. Actual outcomes could differ from those estimates.
Impact of new International Financial Reporting Standards
Adopted for 2009 The following new IFRS, and revised or amended IFRSs were adopted by the group with effect from 1
January 2009, IFRS 8 Operating Segments was issued in November 2006 and defines operating
segments as components of an entity about which separate financial information is available and is
evaluated regularly by the chief operating decision maker in deciding how to allocate resources and
in assessing performance. BPs operating segments did not change as a result of adopting the new
standard and there was no effect on the groups reported income or net assets. The disclosures
required by the standard are included in this report, including the measures as used by the chief
operating decision maker.
In September 2007, the IASB issued a revised version of IAS 1 Presentation of Financial
Statements, which requires separate presentation of owner and non-owner changes in equity by
introducing the statement of comprehensive income. The statement of recognized income and expense
is no longer presented. Whenever there is a restatement or reclassification, an additional balance
sheet, as at the beginning of the earliest period presented, will be required to be published.
There was no effect on the groups reported income or net assets as a result of the adoption of
this revised standard.
In
March 2009, the IASB issued Amendments to IFRS 7 Financial Instruments: Disclosures
Improving Disclosures about Financial Instruments, which requires enhanced disclosures about fair
value measurements and liquidity risk. There was no effect on the groups reported income or net
assets. The disclosures required by the standard are included in this report.
In addition, several other standards and interpretations were adopted in the year which had no
significant impact on the financial statements.
Not yet adopted
The following pronouncements from the IASB will become effective for future financial reporting
periods and have not yet been adopted by the group.
In January 2008, the IASB issued a revised version of IFRS 3 Business Combinations. The
revised standard still requires the purchase method of accounting to be applied to business
combinations but will introduce some changes to the existing accounting treatment. For example,
contingent consideration is measured at fair value at the date of acquisition and subsequently
remeasured to fair value with changes recognized in profit or loss. Goodwill may be calculated
based on the parents share of net assets or it may include goodwill related to the minority
interest. All transaction costs are expensed. The standard is applicable to business combinations
occurring in accounting periods beginning on or after 1 July 2009 and BP will adopt it with effect
from
1 January 2010. Assets and liabilities arising from business combinations that occurred before the
date of adoption by the group will not be restated and thus there will be no effect on the groups
reported income or net assets on adoption. The revised standard has been adopted by the EU.
Also in January 2008, the IASB issued an amended version of IAS 27 Consolidated and Separate
Financial Statements. This requires the effects of all transactions with non-controlling interests
to be recorded in equity if there is no change in control. When control is lost, any remaining
interest in the entity is remeasured to fair value and a gain or loss recognized in profit or loss.
The amendment is effective for annual periods beginning on or after 1 July 2009 and is to be
applied retrospectively, with certain exceptions. BP will adopt the amendment with effect from 1
January 2010 and there will be no effect on the groups reported income or net assets on adoption.
The revised standard has been adopted by the EU.
In November 2009, the IASB issued IFRS 9 Financial Instruments which deals with the
classification and measurement of financial assets. This new standard represents the first phase of
the IASBs project to replace IAS 39 Financial Instruments: Recognition and Measurement. The new
standard is effective for annual periods beginning on or after
1 January 2013 with transitional arrangements depending upon the date of initial application. BP
has not yet decided the date of initial application for the group and has not yet completed its
evaluation of the effect of adoption. The new standard has not yet been adopted by the EU.
There are no other standards and interpretations in issue but not yet adopted that the
directors anticipate will have a material effect on the reported income or net assets of the group.
121
Table of Contents
Notes on financial statements
2. Acquisitions
Acquisitions in 2009
BP made no significant acquisitions in 2009.
Acquisitions in 2008
BP made a number of acquisitions in 2008 for a total consideration of $403 million. These business
combinations were in the Exploration and Production segment and Other businesses and corporate and
the most significant was the acquisition of Whiting Clean Energy, a cogeneration power plant. Fair
value adjustments were made to the acquired assets and liabilities.
Acquisitions in 2007
BP made a number of acquisitions in 2007 for a total consideration of $1,200 million. These
business combinations were predominantly in the Refining and Marketing segment, the most
significant of which was the acquisition of Chevrons Netherlands manufacturing company, Texaco
Raffiniderij Pernis B.V. The acquisition included Chevrons 31% minority shareholding in Nerefco,
its 31% shareholding in the 22.5MW wind farm co-located at the refinery as well as a 22.8%
shareholding in the TEAM joint venture terminal and shareholdings in two local pipelines linking
the TEAM terminal to the refinery. Fair value adjustments were made to the acquired assets and
liabilities. Goodwill of $270 million arose on these acquisitions.
3. Disposals and impairment
Deferred consideration relating to disposals of businesses and fixed assets at 31 December 2009
amounted to $807 million receivable within one year (2008 $15 million and 2007 $22 million) and
$691 million receivable after one year (2008 $64 million and 2007 $84 million).
122
Table of Contents
Notes on financial statements
3. Disposals and impairment continued
Disposals
As part of the strategy to upgrade the quality of its asset portfolio, the group has an active
programme to dispose of non-strategic assets. In the normal course of business in any particular
year, the group may sell interests in exploration and production properties, service stations and
pipeline interests as well as non-core businesses. The group may also dispose of other assets, such
as refineries, when this meets strategic objectives.
Exploration and Production
The group divested interests in a number of oil and natural gas properties in all three years. In
2009, the major transactions were the sale of BP West Java Limited in Indonesia, the sale of our
49.9% interest in Kazakhstan Pipeline Ventures LLC and the sale of our 46% stake in LukArco, all of
which resulted in gains. We also exchanged interests in a number of fields in the North Sea with BG
Group plc.
There were no significant disposals in 2008.
During 2007, the major transactions were the disposal of an exploration and production and gas
infrastructure business in the Netherlands and the divestments of our interests in non-core Permian
assets in the US and in the Entrada field in the Gulf of Mexico, all of which resulted in gains. We
also sold our interests in a number of fields in Egypt, Canada and the US.
Refining and Marketing
In 2009, gains on disposal mainly resulted from the disposal of our ground fuels marketing business
in Greece and retail churn in the US, Europe and Australasia. Losses resulted from the continued
disposal of company-owned and company-operated retail sites in the US, retail churn and disposals
of assets elsewhere in the segment portfolio. Retail churn is the overall process of acquiring and
disposing of retail sites by which the group aims to improve the quality and mix of its portfolio
of service stations.
In 2008, the major transactions resulting in gains were the contribution of our Toledo
refinery to a US jointly controlled entity in an exchange transaction with Husky Energy and the
disposals of our interest in the Dixie Pipeline and certain retail assets in the US. The losses on
sale related mainly to the disposal of retail assets in the US and Europe. In addition, certain
assets at our Acetyls plant in Hull, UK, and other interests in the UK and Europe were sold.
During 2007, we disposed of the Coryton refinery in the UK, our interest in the West Texas
Pipeline in the US, and our interest in the Samsung Petrochemical Company in South Korea, all of
which resulted in gains. Losses were incurred related to the decision to withdraw from the
company-owned and company-operated channel of trade in the US and retail churn.
Other businesses and corporate
During 2009, we disposed of our wind energy business in India and contributed our Fowler II wind
energy development asset in exchange for a 50% equity interest in a jointly controlled entity,
Fowler II Holdings LLC. In addition, there was a return of capital in the jointly controlled entity
Fowler Ridge Wind Farm LLC which did not change our percentage interest in the entity.
Summarized financial information for the sale of businesses is shown below.
123
Table of Contents
Notes on financial statements
3. Disposals and impairment continued
Impairment
In assessing whether a write-down is required in the carrying value of a potentially impaired
intangible asset, item of property, plant and equipment or an equity-accounted investment, the
assets carrying value is compared with its recoverable amount. The recoverable amount is the
higher of the assets fair value less costs to sell and value in use. Unless indicated otherwise,
the recoverable amount used in assessing the impairment charges described below is value in use.
The group estimates value in use using a discounted cash flow model. The future cash flows are
adjusted for risks specific to the asset and are discounted using a pre-tax discount rate. This
discount rate is derived from the groups post-tax weighted average cost of capital and is adjusted
where applicable to take into account any specific risks relating to the country where the cash
generating unit is located, although other rates may be used if appropriate to the specific
circumstances. In 2009 the rates ranged from 9% to 13% (2008 11% to 13%). The rate applied in each
country is re-assessed each year. In certain circumstances the fair value less costs to sell may be
available for an asset. On occasion, an impairment assessment may be carried out using fair value
less costs to sell as the recoverable amount when, for example, a recent market transaction for a
similar asset has taken place. For impairments of available-for-sale financial assets that are
quoted investments, the fair value is determined by reference to bid prices at the close of
business at the balance sheet date. Any cumulative loss previously recognized in other
comprehensive income is transferred to the income statement.
Exploration and Production
During 2009, the Exploration and Production segment recognized impairment losses of $118 million.
The main elements were the write-down of our $42 million investment in the East Shmidt interest in
Russia, triggered by a decision to not proceed to development; a $62 million charge associated with
our nErgize gas scheduling system; and several other individually insignificant impairment charges
amounting to $14 million.
During 2008, the Exploration and Production segment recognized impairment
losses of $1,186 million. The main elements were the write-down of our investment in Rosneft by
$517 million, to its fair value determined by reference to an active market, due to a significant
decline in the market value of the investment (see Note 25), impairment of oil and gas properties
in the Gulf of Mexico of $270 million triggered by downward revisions of reserves, an impairment of
exploration assets in Vietnam of $210 million following BPs decision to withdraw from activities
in the area concerned, impaiment of oil and gas properties in Egypt of $85 million triggered by
cost increases, and several other individually insignificant impairment charges amounting to $104
million.
These charges were partly offset by reversals of previously recognized impairment losses
amounting to $155 million. Of this total, $122 million resulted from a reassessment of the
economics of Rhourde El Baguel in Algeria.
During 2007, the Exploration and Production segment recognized impairment losses of $292
million.
The main elements were a charge of $112 million relating to the cancellation of the DF1
project in Scotland, a $103 million partner loan write-off as a result of unsuccessful drilling in
the West Shmidt licence block in Sakhalin and a $52 million write-off of the Whitney Canyon gas
plant in US Lower 48 driven by managements decision to abandon this facility. In addition, there
were several individually insignificant impairment charges, triggered by downward reserves
revisions, amounting to $25 million in total.
These charges were largely offset by reversals of previously recognized impairment charges
amounting to $237 million. Of this total, $208 million resulted from a reassessment of the
decommissioning liability for damaged platforms in the Gulf of Mexico Shelf. The remaining $29
million related to other individually insignificant impairment reversals, resulting from favourable
revisions to the estimates used in determining the assets recoverable amounts.
Refining and Marketing
During 2009, an impairment loss of $1,579 million was recognized against the goodwill allocated to
the US West Coast fuels value chain (FVC). The goodwill was originally recognized at the time of
the ARCO acquisition in 2000.
The prevailing weak refining environment, together with a review of
future margin expectations in the FVC, has led to a reduction in the expected future cash flows.
Further information, including details of the groups approach to impairment reviews of goodwill,
is given in Note 8. Other impairment losses were also recognized by the segment on a number of
assets which amounted to $255 million.
During 2008, the Refining and Marketing segment recognized impairment losses on a number of
assets which amounted to $159 million.
The main component of the 2007 impairment charge of $1,186
million arose because of a decision to sell our company-owned and company-operated sites in the US
resulting in a $610 million write-down of the carrying amount of the sites to fair value less costs
to sell. Following a decision to sell certain assets at our Acetyls plant in Hull, UK, we wrote
down the carrying amount of these assets to fair value less costs to sell leading to an impairment
charge of $186 million. Changing marketing conditions led to impairments in Samsung Petrochemical
Company, to fair value less costs to sell, and in China American Petrochemical Company amounting to
$165 million. The balance relates principally to the write-downs of assets elsewhere in the segment
portfolio.
Other businesses and corporate
During 2009 and 2008, Other businesses and corporate recognized impairment losses totalling $189
million and $227 million respectively related to various assets in the Alternative Energy business.
The impairment loss of $83 million in 2007 related to various individually insignificant
write-downs.
4. Segmental analysis
The groups organizational structure reflects the different activities in which BP is engaged. In
2009, BP had two reportable segments: Exploration and Production and Refining and Marketing. BPs
activities in low-carbon energy are managed through our Alternative Energy business, which is
reported in Other businesses and corporate. The group is managed on an integrated basis.
Exploration and Productions activities cover three key areas. Upstream activities include oil
and natural gas exploration, field development and production. Midstream activities include
pipeline, transportation and processing activities related to our upstream activities. Marketing
and trading activities include the marketing and trading of natural gas, including liquefied
natural gas (LNG), together with power and natural gas liquids (NGLs).
Refining and Marketings activities include the supply and trading, refining, manufacturing,
marketing and transportation of crude oil, petroleum and petrochemicals products and related
services.
124
Table of Contents
Notes on financial statements
4. Segmental analysis continued
Other businesses and corporate comprises the Alternative Energy business, Shipping, the groups
aluminium asset, Treasury (which in the segmental analysis includes all of the groups cash, cash
equivalents and associated interest income), and corporate activities worldwide. The Alternative
Energy business is an operating segment that has been aggregated with the other activities within
Other businesses and corporate as it does not meet the materiality thresholds for separate segment
reporting.
The accounting policies of the operating segments are the same as the groups accounting
policies described in Note 1. However, IFRS requires that the measure of profit or loss disclosed
for each operating segment is the measure that is provided regularly to the chief operating
decision maker for the purposes of performance assessment and resource allocation. For BP, this
measure of profit or loss is replacement cost profit before interest and tax which reflects the
replacement cost of supplies by excluding from profit inventory holding gains and
lossesa. Replacement cost profit for the group is not a recognized GAAP measure.
Sales between segments are made at prices that approximate market prices, taking into account
the volumes involved. Segment revenues and segment results include transactions between business
segments. These transactions and any unrealized profits and losses are eliminated on consolidation,
unless unrealized losses provide evidence of an impairment of the asset transferred. Sales to
external customers are based on the location of the seller. The UK region includes the UK-based
international activities of Refining and Marketing.
All surpluses and deficits recognized on the group balance sheet in respect of pension and
other post-retirement benefit plans are allocated to Other businesses and corporate. However, the
periodic expense relating to these plans is allocated to the other operating segments based upon
the business in which the employees work.
Certain financial information is provided separately for the US as this is an individually
material country for BP, and for the UK as this is BPs country of domicile.
125
Table of Contents
Notes on financial statements
4. Segmental analysis continued
126
Table of Contents
Notes on financial statements
4. Segmental analysis continued
127
Table of Contents
Notes on financial statements
4. Segmental analysis continued
128
Table of Contents
Notes on financial statements
5. Interest and other income
6. Production and similar taxes
Comparative figures have been restated to include amounts previously reported as production and
manufacturing expenses amounting to $2,427 million for 2008 and $1,690 million for 2007 which we
believe are more appropriately classified as production taxes. There was no effect on the group
profit or the group balance sheet.
7. Depreciation, depletion and amortization
129
Table of Contents
Notes on financial statements
8. Impairment review of goodwill
Goodwill acquired through business combinations has been allocated to groups of cash-generating
units that are expected to benefit from the synergies of the acquisition. For Exploration and
Production, goodwill has been allocated to each geographic region, that is UK, Rest of Europe, US
and Rest of World, and for Refining and Marketing, goodwill has been allocated to the Rhine fuels
value chain (FVC), US West Coast FVC, Lubricants and Other.
In assessing whether goodwill has been impaired, the carrying amount of the cash-generating
unit (including goodwill) is compared with the recoverable amount of the cash-generating unit. The
recoverable amount is the higher of fair value less costs to sell and value in use. In the absence
of any information about the fair value of a cash-generating unit, the recoverable amount is deemed
to be the value in use.
The group calculates the recoverable amount as the value in use using a discounted cash flow
model. The future cash flows are adjusted for risks specific to the cash-generating unit and are
discounted using a pre-tax discount rate. The discount rate is derived from the groups post-tax
weighted average cost of capital and is adjusted where applicable to take into account any specific
risks relating to the country where the cash-generating unit is located. The rate to be applied to
each country is reassessed each year. A discount rate of 11% has been used for all goodwill
impairment calculations performed in 2009 (2008 11%).
The business segment plans, which are approved on an annual basis by senior management, are
the primary source of information for the determination of value in use. They contain forecasts for
oil and natural gas production, refinery throughputs, sales volumes for various types of refined
products (e.g. gasoline and lubricants), revenues, costs and capital expenditure. As an initial
step in the preparation of these plans, various environmental assumptions, such as oil prices,
natural gas prices, refining margins, refined product margins and cost inflation rates, are set by
senior management. These environmental assumptions take account of existing prices, global
supply-demand equilibrium for oil and natural gas, other macroeconomic factors and historical
trends and variability.
Exploration and Production
The value in use is based on the cash flows expected to be generated by the projected oil or
natural gas production profiles up to the expected dates of cessation of production of each
producing field. As the production profile and related cash flows can be estimated from the
companys past experience, management believes that the cash flows generated over the estimated
life of field is the appropriate basis upon which to assess goodwill and individual assets for
impairment. The date of cessation of production depends on the interaction of a number of
variables, such as the recoverable quantities of hydrocarbons, the production profile of the
hydrocarbons, the cost of the development of the infrastructure necessary to recover the
hydrocarbons, the production costs, the contractual duration of the production concession and the
selling price of the hydrocarbons produced. As each producing field has specific reservoir
characteristics and economic circumstances, the cash flows of the fields are computed using
appropriate individual economic models and key assumptions agreed by BPs management for the
purpose. Capital expenditure and operating costs for the first four years and expected hydrocarbon
production profiles up to 2020 are derived from the business segment plan. Estimated production
quantities and cash flows up to the date of cessation of production on a field-by-field basis are
developed to be consistent with this. The production profiles used are consistent with the resource
volumes approved as part of BPs centrally-controlled process for the estimation of proved reserves
and total resources.
Consistent with prior years, the 2009 review for impairment was carried out during the fourth
quarter. As permitted by IAS 36, the detailed calculations of recoverable amount performed in 2008
for the US and the UK, and calculations performed in 2005 for the Rest of World, were used for the
2009 impairment test as the criteria of IAS 36 were considered to be satisfied: the excess of the
recoverable amount over the carrying amount (the headroom) was substantial in 2008 (for the US and
the UK) and 2005 (for the Rest of World); there had been no significant change in the assets and
liabilities; and the likelihood that the recoverable amount would be less than the carrying amount
at the time of the test was remote.
The table above shows the carrying amount of the goodwill allocated to each of the regions of
the Exploration and Production segment and, where required, the headroom in the cash-generating
units to which the goodwill has been allocated. The estimates of headroom at 31 December 2009 for
the UK and the US are based on recoverable amounts determined in 2008 and carrying amounts at 31
December 2009. No impairment charge is required.
For 2008, the Brent oil price assumption was an average $49 per barrel in 2009, $59 per barrel
in 2010, $65 per barrel in 2011, $68 per barrel in 2012, $70 per barrel in 2013 and $75 per barrel
in 2014 and beyond. The Henry Hub natural gas price assumption was an average of $6.16/mmBtu in
2009, $7.15/mmBtu in 2010, $7.34/mmBtu in 2011, $7.62/mmBtu in 2012, $7.60/mmBtu in 2013 and
$7.50/mmBtu in 2014 and beyond. The prices for the first five years were derived from forward price
curves at the year-end. Prices in 2014 and beyond were determined using long-term views of global
supply and demand, building upon past experience of the industry and consistent with a number of
external economic forecasts. These prices were adjusted to arrive at appropriate consistent price
assumptions for different qualities of oil and gas.
The key assumptions required for the value-in-use estimation are the oil and natural gas
prices, production volumes and the discount rate. To test the sensitivity of the headroom to
changes in production volumes and oil and natural gas prices, management has developed rules of
thumb for key assumptions. Applying these gives an indication of the impact on the headroom of
possible changes in the key assumptions.
130
Table of Contents
Notes on financial statements
8. Impairment review of goodwill continued
In the prior year it was estimated that the long-term price of oil that would cause the recoverable
amount to be equal to the carrying amount for each cash-generating unit would be of the order of
$38 per barrel for the UK and $50 per barrel for the US. It was estimated that the long-term price
of gas that would cause the total recoverable amount to be equal to the total carrying amount of
goodwill and related non-current assets for the US cash-generating unit would be of the order of
$4/mmBtu (Henry Hub). As a significant amount of gas from the North Sea is sold under fixed-price
contracts, or contracts priced using non-gas indices, it was estimated that no reasonably possible
change in gas prices would cause the UK headroom to be reduced to zero. It was estimated that no
reasonably possible change in oil and gas prices would cause the headroom in Rest of World to be
reduced to zero.
Estimated production volumes are based on detailed data for the fields and take into account
development plans for the fields agreed by management as part of the long-term planning process. In
2008, it was estimated that, if all our production were to be reduced by 10% for the whole of the
next 15 years, this would not be sufficient to reduce the excess of recoverable amount over the
carrying amounts of each cash-generating unit to zero. Consequently, management believes no
reasonably possible change in the production assumption would cause the carrying amounts to exceed
the recoverable amounts.
Management also believes that currently there is no reasonably possible change in discount
rate that would cause the carrying amounts in the UK, US or Rest of World to exceed the recoverable
amounts.
Refining and Marketing
For all cash-generating units, the cash flows for the first two or five years are derived from the
business segment plan. For determining the value in use for each of the cash-generating units, cash
flows for a period of 10 years have been discounted and aggregated with a terminal value.
Rhine FVC
As a result of the continuing integration of our businesses into fuels value chains, convenience
retail operations in the Rhine region were incorporated into the Rhine FVC from the beginning of
2009. The key assumptions to which the calculation of value in use for the Rhine FVC is most
sensitive are refinery gross margins, production volumes, and discount rate. Refinery gross margins
used in the plan are derived from assumptions that are consistent with those used to develop the
regional Global Indicator Margin (GIM). The regional GIM is based on a single representative crude
with product yields characteristic of the typical level of upgrading complexity available in the
region. The average values assigned to the regional GIM and refinery production volume over the
plan period are $4.05 per barrel and 254mmbbl a year (2008 $5.50 per barrel and 250mmbbl a year).
The values reflect past experience and are consistent with external sources. Cash flows beyond the
five-year plan period are extrapolated using a 2.4% growth rate (2008 cash flows beyond the
three-year plan period were extrapolated using a 1.2% growth rate).
Lubricants
The key assumptions to which the calculation of value in use for the Lubricants unit is most
sensitive are operating unit margins, sales volumes, and discount rate. The values assigned to
these key assumptions reflect past experience. No reasonably possible change in any of these key
assumptions would cause the units carrying amount to exceed its recoverable amount. For 2008 the
average values assigned to the operating margin and sales volumes over the plan period were 70
cents per litre and 3.4 billion litres per year, respectively. Cash flows beyond the two-year plan
period are extrapolated using a 3% growth rate (2008 cash flows beyond the three-year plan period
were extrapolated using a 3% growth rate).
US West Coast FVC
As disclosed in Note 3, the impairment review of goodwill allocated to the US West Coast FVC
resulted in the recognition of an impairment loss in 2009 to write off the entire balance of $1,579
million. The key assumptions to which the calculation of value in use for the US West Coast FVC was
most sensitive in 2008 were refinery gross margins, production volumes and discount rates. The
average value assigned to the refinery gross margin during the plan period was based on a $7.60 per
barrel regional GIM. The average value assigned to the production volume was 170mmbbl a year over
the plan period. Cash flows beyond the three-year plan period were extrapolated using a 2% growth
rate. These assumptions reflected past experience and were consistent with external sources.
131
Table of Contents
Notes on financial statements
9. Distribution and administration expenses
10. Currency exchange gains and losses
11. Research and development
12. Operating leases
The presentation of operating lease expense and future minimum lease payments has been revised in
2009 in order to provide more meaningful information about the costs incurred by BP under these
arrangements, and the associated future commitments. The comparative information has been amended
to conform to the revised presentation.
In the case of an operating lease entered into by BP as the operator of a jointly controlled
asset, the amounts shown in the tables below represent the net operating lease expense and net
future minimum lease payments. These net amounts are after deducting amounts reimbursed, or to be
reimbursed, by joint venture partners, whether the joint venture partners have co-signed the lease
or not. Where BP is not the operator of a jointly controlled asset, BPs share of the lease expense
and future minimum lease payments is included in the amounts shown, whether BP has co-signed the
lease or not.
The table below shows the expense for the year in respect of operating leases.
The future minimum lease payments at 31 December, before deducting related rental income from
operating sub-leases of $379 million
(2008 $547 million), are shown in the table below. This does not include future contingent rentals. Where the lease rentals are dependent on a variable factor, the future minimum lease payments are based on the factor as at inception of the lease.
132
Table of Contents
Notes on financial statements
12. Operating leases continued
The group enters into operating leases of ships, plant and machinery, commercial vehicles and land
and buildings. Typical durations of the leases are as follows:
The group has entered into a number of structured operating leases for ships and in most cases the
lease rental payments vary with market interest rates. The variable portion of the lease payments
above or below the amount based on the market interest rate prevailing at inception of the lease is
treated as contingent rental expense. The group also routinely enters into bareboat charters,
time-charters and spot-charters for ships on standard industry terms.
The most significant items of plant and machinery hired under operating leases are drilling
rigs used in the Exploration and Production segment. At 31 December 2009 the future minimum lease
payments relating to drilling rigs amounted to $4,919 million (2008 $5,531 million). In some cases,
drilling rig lease rental rates are adjusted periodically to market rates that are influenced by
oil prices and may be significantly different from the rates at the inception of the lease.
Differences between the rate paid and rate at inception of the lease are treated as contingent
rental expense.
Commercial vehicles hired under operating leases are primarily railcars. Retail service
station sites and office accommodation are the main items in the land and buildings category.
The terms and conditions of these operating leases do not impose any significant financial
restrictions on the group. Some of the leases of ships and buildings allow for renewals at BPs
option.
13. Exploration for and evaluation of oil and natural gas resources
The following financial information represents the amounts included within the group totals
relating to activity associated with the exploration for and evaluation of oil and natural gas
resources. All such activity is recorded within the Exploration and Production segment.
133
Table of Contents
Notes on financial statements
14. Auditors remuneration
2008 includes $3 million of additional fees for 2007 and 2007 includes $7 million of additional
fees for 2006. Auditors remuneration is included in the income statement within distribution and
administration expenses.
The tax services relate to income tax and indirect tax compliance, employee tax services and
tax advisory services.
The audit committee has established pre-approval policies and procedures for the engagement of
Ernst & Young to render audit and certain assurance and tax services. The audit fees payable to
Ernst & Young are reviewed by the audit committee in the context of other global companies for
cost-effectiveness. Ernst & Young performed further assurance and tax services that were not
prohibited by regulatory or other professional requirements and were pre-approved by the committee.
Ernst & Young is engaged for these services when its expertise and experience of BP are important.
Most of this work is of an audit nature. Tax services were awarded either through a full
competitive tender process or following an assessment of the expertise of Ernst & Young compared
with that of other potential service providers. These services are for a fixed term.
Under SEC regulations, the remuneration of the auditor of $54 million (2008 $67 million and
2007 $75 million) is required to be presented as follows: audit services $46 million (2008 $57
million and 2007 $63 million); other audit related services $2 million (2008 $1 million and 2007
$3 million); tax services $1 million (2008 $2 million and 2007 $2 million); and fees for all other services $5 million (2008 $7 million and 2007 $7 million). 15. Finance costs
134
Table of Contents
Notes on financial statements
16. Taxation
Tax on profit
Reconciliation of the effective tax rate
The following table provides a reconciliation of the UK statutory corporation tax rate to the
effective tax rate of the group on profit before taxation.
135
Table of Contents
Notes on financial statements
16. Taxation continued
Deferred tax
In 2009 and 2008, there have been no changes in the statutory tax rates that have materially
impacted the groups tax charge. In 2007 the enactment of a 2% reduction in the rate of UK
corporation tax on profits arising from activities outside the North Sea reduced the deferred tax
charge by $189 million in that year.
Deferred tax assets are recognized to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences and the carry-forward of unused tax
credits and unused tax losses can be utilized.
At 31 December 2009, the group had approximately $4.2 billion (2008 $6.3 billion) of
carry-forward tax losses, predominantly in Europe, that would be available to offset against future
taxable profit. A deferred tax asset has been recognized in respect of $3.2 billion of losses (2008
$4.2 billion). No deferred tax asset has been recognized in respect of $1.0 billion of losses (2008
$2.1 billion). In 2009 the group has been able to utilize $1.1 billion of the losses, previously
unrecognized, through other comprehensive income. Of the $1.0 billion losses with no deferred tax
asset, $0.2 billion expire in three years and $0.8 billion have no fixed expiry date.
At 31 December 2009, the group had approximately $3.0 billion of unused tax credits
predominantly in the US (2008 $3.4 billion in the UK and US). Due to legislative changes in the UK
that repealed double taxation relief in relation to foreign dividends, onshore pooling and
utilization of eligible unrelieved foreign tax, there are now no UK tax credits carried forward at
31 December 2009. A deferred tax asset of $1.0 billion has been recognized in 2009 in respect of
unused tax credits (2008 $0.5 billion). No deferred tax asset has been recognized in respect of
$2.0 billion of tax credits (2008 $2.9 billion). The US tax credits with no deferred tax asset,
amounting to $2.0 billion (2008 $1.8 billion) expire 10 years after generation, and substantially
all expire in the period 2014-2019.
The major components of temporary differences at the end of 2009 are tax depreciation, US
inventory holding gains (classified as other taxable temporary differences), provisions and pension
plan and other post-retirement benefit plan deficits.
In 2009 there are no material temporary differences associated with investments in
subsidiaries and equity-accounted entities for which deferred tax liabilities have not been
recognized.
136
Table of Contents
Notes on financial statements
17. Dividends
The group does not account for dividends until they are paid. The accounts for the year ended 31
December 2009 do not reflect the dividend announced on 2 February 2010 and payable in March 2010;
this will be treated as an appropriation of profit in the year ended 31 December 2010.
18. Earnings per ordinary share
Basic earnings per ordinary share amounts are calculated by dividing the profit for the year
attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding
during the year. The average number of shares outstanding excludes treasury shares and the shares
held by the Employee Share Ownership Plans (ESOPs) and includes certain shares that will be
issuable in the future under employee share plans.
For the diluted earnings per share calculation, the weighted average number of shares
outstanding during the year is adjusted for the number of shares that are potentially issuable in
connection with employee share-based payment plans using the treasury stock method.
The number of ordinary shares outstanding at 31 December 2009, excluding treasury shares and the
shares held by the ESOPs, and including certain shares that will be issuable in the future under
employee share plans was 18,755,378,211. Between 31 December 2009 and 18 February 2010, the latest
practicable date before the completion of these financial statements, there has been a net increase
of 12,018,689 in the number of ordinary shares outstanding as a result of share issues in relation
to employee share schemes. The number of potential ordinary shares issuable through the exercise of
employee share schemes was 215,123,696 at 31 December 2009. There has been an increase of 264,627
in the number of potential ordinary shares between 31 December 2009 and 18 February 2010.
137
Table of Contents
Notes on financial statements
19. Property, plant and equipment
138
Table of Contents
Notes on financial statements
20. Goodwill
21. Intangible assets
a Included in additions to exploration and appraisal expenditure in 2008 is $2,331
million in relation to BPs purchase of interests in shale gas assets in the US.
139
Table of Contents
Notes on financial statements
22. Investments in jointly controlled entities
The significant jointly controlled entities of the BP group at 31 December 2009 are shown in Note
43. Summarized financial information for the groups share of jointly controlled entities is shown
below.
Our investment in TNK-BP was reclassified from a jointly controlled entity to an associate with
effect from 9 January 2009, the date that BP finalized a revised shareholder agreement with its
Russian partners in TNK-BP, Alfa Access-Renova (AAR). The formerly evenly-balanced main board
structure has been replaced by one with four representatives each from BP and AAR, plus three
independent directors. The change in accounting classification from a jointly controlled entity to
an associate reflected the ability of the independent directors of TNK-BP to decide on certain
matters in the event of disagreement between the shareholder representatives on the board. The
groups investment continues to be accounted for using the equity method.
In December 2007, BP signed a memorandum of understanding with Husky Energy Inc. (Husky) to
form an integrated North American oil sands business. The transaction was completed on 31 March
2008, with BP contributing its Toledo refinery to a US jointly controlled entity to which Husky
contributed $250 million cash and a payable of $2,588 million. In Canada, Husky contributed its
Sunrise field to a second jointly controlled entity, with BP contributing $250 million in cash and
a payable of $2,264 million. Both jointly controlled entities are owned 50:50 by BP and Husky and
are accounted for using the equity method.
The terms of the outstanding balances receivable from jointly controlled entities are typically 30
to 45 days, except for a receivable from Ruhr Oel of $419 million, which will be paid over several
years as it relates partly to pension payments. 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 above balances.
140
Table of Contents
Notes on financial statements
23. Investments in associates
The significant associates of the group are shown in Note 43. The principal associate in 2009 is
TNK-BP. Summarized financial information for the groups share of associates is set out below.
Our investment in TNK-BP was reclassified from a jointly controlled entity to an associate with
effect from 9 January 2009. See Note 22 for further information.
Transactions between the group and its associates are summarized below.
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.
The amounts receivable and payable at 31 December 2009, as shown in the table above, exclude
$376 million due from and due to an intermediate associate which provides funding for our associate
The Baku-Tbilisi-Ceyhan Pipeline Company. These balances are expected to be settled in cash
throughout the period to 2015.
141
Table of Contents
Notes on financial statements
24. Financial instruments and financial risk factors
The accounting classification of each category of financial instruments, and their carrying
amounts, are set out below.
The fair value of finance debt is shown in Note 32. For all other financial instruments, the
carrying amount is either the fair value, or approximates the fair value.
Financial risk factors
The group is exposed to a number of different financial risks arising from natural business
exposures as well as its use of financial instruments including: market risks relating to commodity
prices, foreign currency exchange rates, interest rates and equity prices; credit risk; and
liquidity risk.
The group financial risk committee (GFRC) advises the group chief financial officer (CFO) who
oversees the management of these risks. The GFRC is chaired by the CFO and consists of a group of
senior managers including the group treasurer and the heads of the finance, tax and the integrated
supply and trading functions. The purpose of the committee is to advise on financial risks and the
appropriate financial risk governance framework for the group. The committee provides assurance to
the CFO and the group chief executive (GCE), and via the GCE to the board, that the groups
financial risk-taking activity is governed by appropriate policies and procedures and that
financial risks are identified, measured and managed in accordance with group policies and group
risk appetite.
The groups trading activities in the oil, natural gas and power markets are managed within
the integrated supply and trading function, while activities in the financial markets are managed
by the treasury function. All derivative activity is carried out by specialist teams that have the
appropriate skills, experience and supervision. These teams are subject to close financial and
management control.
The integrated supply and trading function maintains formal governance processes that provide
oversight of market risk associated with trading activity. These processes meet generally accepted
industry practice and reflect the principles of the Group of Thirty Global Derivatives Study
recommendations. A policy and risk committee monitors and validates limits and risk exposures,
reviews incidents and validates risk-related policies, methodologies and procedures. A commitments
committee approves value-at-risk delegations, the trading of new products, instruments and
strategies and material commitments.
142
Table of Contents
Notes on financial statements
24. Financial instruments and financial risk factors continued
In addition, the integrated supply and trading function undertakes derivative activity for risk
management purposes under a separate control framework as described more fully below.
(a) Market risk
Market risk is the risk or uncertainty arising from possible market price movements and their
impact on the future performance of a business. The market price movements that the group is
exposed to include oil, natural gas and power prices (commodity price risk), foreign currency
exchange rates, interest rates, equity prices and other indices that could adversely affect the
value of the groups financial assets, liabilities or expected future cash flows. The group enters
into derivatives in a well established entrepreneurial trading operation. In addition, the group
has developed a control framework aimed at managing the volatility inherent in certain of its
natural business exposures. In accordance with this control framework the group enters into various
transactions using derivatives for risk management purposes.
The group measures market risk exposure arising from its trading positions using value-at-risk
techniques. These techniques are based on a variance/covariance model or a Monte Carlo simulation
and make a statistical assessment of the market risk arising from possible future changes in market
prices over a 24-hour period. The calculation of the range of potential changes in fair value takes
into account a snapshot of the end-of-day exposures and the history of one-day price movements,
together with the correlation of these price movements. The value-at-risk measure is supplemented
by stress testing and tail risk analysis.
The trading value-at-risk model is used for derivative financial instrument types such as:
interest rate forward and futures contracts, swap agreements, options and swaptions; foreign
exchange forward and futures contracts, swap agreements and options; and oil, natural gas and power
price forwards, futures, swap agreements and options. Additionally, where physical commodities or
non-derivative forward contracts are held as part of a trading position, they are also reflected in
the value-at-risk model. For options, a linear approximation is included in the value-at-risk
models when full revaluation is not possible.
The value-at-risk table does not incorporate any of the groups natural business exposures or
any derivatives entered into to risk manage those exposures. Market risk exposure in respect of
embedded derivatives is also not included in the value-at-risk table. Instead separate sensitivity
analyses are disclosed below.
Value-at-risk limits are in place for each trading activity and for the groups trading
activity in total. The board has delegated an overall limit of $100 million value at risk in
support of this trading activity. The high and low values at risk indicated in the table below for
each type of activity are independent of each other. Through the portfolio effect the high value at
risk for the group as a whole is lower than the sum of the highs for the constituent parts. The
potential movement in fair values is expressed to a 95% confidence interval. This means that, in
statistical terms, one would expect to see a decrease in fair values greater than the trading value
at risk on one occasion per month if the portfolio were left unchanged.
The major components of market risk are commodity price risk, foreign currency exchange risk,
interest rate risk and equity price risk, each of which is discussed below.
(i) Commodity price risk
The groups integrated supply and trading function uses conventional financial and commodity
instruments and physical cargoes available in the related commodity markets. Oil and natural gas
swaps, options and futures are used to mitigate price risk. Power trading is undertaken using a
combination of over-the-counter forward contracts and other derivative contracts, including options
and futures. This activity is on both a standalone basis and in conjunction with gas derivatives in
relation to gas-generated power margin. In addition, NGLs are traded around certain US inventory
locations using over-the-counter forward contracts in conjunction with over-the-counter swaps,
options and physical inventories. Trading value-at-risk information in relation to these activities
is shown in the table above.
As described above, the group also carries out risk management of certain natural business
exposures using over-the-counter swaps and exchange futures contracts. Together with certain
physical supply contracts that are classified as derivatives, these contracts fall outside of the
value-at-risk framework. For these derivative contracts the sensitivity of the net fair value to an
immediate 10% increase or decrease in all reference prices would have been $73 million at 31
December 2009 (2008 $90 million). This figure does not include any corresponding economic benefit
or disbenefit that would arise from the natural business exposure which would be expected to offset
the gain or loss on the over-the-counter swaps and exchange futures contracts mentioned above.
In addition, the group has embedded derivatives relating to certain natural gas contracts. The
net fair value of these contracts was a liability of $1,331 million at 31 December 2009 (2008
liability of $1,867 million). Key information on the natural gas contracts is given below.
143
Table of Contents
Notes on financial statements
24. Financial instruments and financial risk factors continued
For these embedded derivatives the sensitivity of the net fair value to an immediate 10% favourable
or adverse change in the key assumptions is as follows.
The sensitivities for risk management activity and embedded derivatives are hypothetical and should
not be considered to be predictive of future performance. In addition, for the purposes of this
analysis, in the above table, the effect of a variation in a particular assumption on the fair
value of the embedded derivatives is calculated independently of any change in another assumption.
In reality, changes in one factor may contribute to changes in another, which may magnify or
counteract the sensitivities. Furthermore, the estimated fair values as disclosed should not be
considered indicative of future earnings on these contracts.
(ii) Foreign currency exchange risk
Where the group enters into foreign currency exchange contracts for entrepreneurial trading
purposes the activity is controlled using trading value-at-risk techniques as explained above. This
activity is described as currency trading in the value at risk table above.
Since BP has global operations, fluctuations in foreign currency exchange rates can have
significant effects on the groups reported results. The effects of most exchange rate fluctuations
are absorbed in business operating results through changing cost competitiveness, lags in market
adjustment to movements in rates and conversion differences accounted for on specific transactions.
For this reason, the total effect of exchange rate fluctuations is not identifiable separately in
the groups reported results. The main underlying economic currency of the groups cash flows is
the US dollar. This is because BPs major product, oil, is priced internationally in US dollars.
BPs foreign currency exchange management policy is to minimize economic and material transactional
exposures arising from currency movements against the US dollar. The group co-ordinates the
handling of foreign currency exchange risks centrally, by netting off naturally-occurring opposite
exposures wherever possible, and then dealing with any material residual foreign currency exchange
risks.
The group manages these exposures by constantly reviewing the foreign currency economic value
at risk and managing such risk to keep the 12-month foreign currency value at risk below $200
million. At 31 December 2009, the foreign currency value at risk was $140 million
(2008 $70 million). At no point over the past three years did the value at risk exceed the maximum risk limit. The most significant exposures relate to capital expenditure commitments and other UK and European operational requirements, for which a hedging programme is in place and hedge accounting is claimed as outlined in Note 31. For highly probable forecast capital expenditures the group locks in the US dollar cost of
non-US dollar supplies by using currency forwards and futures. The main exposures are sterling,
Canadian dollar, euro, Norwegian krone, Australian dollar, Korean won, and at 31 December 2009 open
contracts were in place for $800 million sterling, $491 million Canadian dollar, $299 million euro,
$240 million Norwegian krone, $215 million Australian dollar, $51 million Korean won and $41
million Singapore dollar capital expenditures maturing within six years, with over 65% of the deals
maturing within two years (2008 $949 million sterling, $712 million Canadian dollar, $553 million
euro, $392 million Norwegian krone, $303 million Australian dollar and $187 million Korean won
capital expenditures maturing within seven years with over 65% of the deals maturing within two
years).
For other UK, European, Canadian and Australian operational requirements the group uses
cylinders and currency forwards to hedge the estimated exposures on a 12-month rolling basis. At 31
December 2009, the open positions relating to cylinders consisted of receive sterling, pay US
dollar, purchased call and sold put options (cylinders) for $1,887 million (2008 $1,660 million);
receive euro, pay US dollar cylinders for $1,716 million (2008 $1,612 million); receive Canadian
dollar, pay US dollar cylinders for $300 million (2008 $250 million); and receive Australian
dollar, pay US dollar cylinders for $297 million (2008 $455 million). At 31 December 2009 there
were no open positions relating to currency forwards (2008 buy sterling, sell US dollar currency
forwards for $816 million; buy euro, sell US dollar currency forwards for $141 million; buy
Canadian dollar, sell US dollar, currency forwards for $50 million; and buy Australian dollar, sell
US dollar currency forwards for $90 million).
In addition, most of the groups borrowings are in US dollars or are hedged with respect to
the US dollar. At 31 December 2009, the total foreign currency net borrowings not swapped into US
dollars amounted to $465 million (2008 $1,037 million). Of this total, $113 million was denominated
in currencies other than the functional currency of the individual operating unit being entirely
Canadian dollars (2008 $92 million, being entirely Canadian dollars). It is estimated that a 10%
change in the corresponding exchange rates would result in an exchange gain or loss in the income
statement of $11 million (2008 $9 million).
(iii) Interest rate risk
Where the group enters into money market contracts for entrepreneurial trading purposes the
activity is controlled using value-at-risk techniques as described above. This activity is
described as interest rate trading in the value-at-risk table above.
BP is also exposed to interest rate risk from the possibility that changes in interest rates
will affect future cash flows or the fair values of its financial instruments, principally finance
debt.
While the group issues debt in a variety of currencies based on market opportunities, it uses
derivatives to swap the debt to a US dollar floating rate exposure but in certain defined
circumstances maintains a fixed rate exposure for a proportion of debt. The proportion of floating
rate debt net of interest rate swaps at 31 December 2009 was 63% of total finance debt outstanding
(2008 72%). The weighted average interest rate on finance debt at 31 December 2009 is 2% (2008 3%)
and the weighted average maturity of fixed rate debt is four years (2008 three years).
144
Table of Contents
Notes on financial statements
24. Financial instruments and financial risk factors continued
The groups earnings are sensitive to changes in interest rates on the floating rate element of the
groups finance debt. If the interest rates applicable to floating rate instruments were to have
increased by 1% on 1 January 2010, it is estimated that the groups profit before taxation for 2010
would decrease by approximately $219 million (2008 $239 million decrease in 2009). This assumes
that the amount and mix of fixed and floating rate debt, including finance leases, remains
unchanged from that in place at 31 December 2009 and that the change in interest rates is effective
from the beginning of the year. Where the interest rate applicable to an instrument is reset during
a quarter it is assumed that this occurs at the beginning of the quarter and remains unchanged for
the rest of the year. In reality, the fixed/floating rate mix will fluctuate over the year and
interest rates will change continually. Furthermore, the effect on earnings shown by this analysis
does not consider the effect of any other changes in general economic activity that may accompany
such an increase in interest rates.
(iv) Equity price risk
The group holds equity investments, typically made for strategic purposes, that are classified as
non-current available-for-sale financial assets and are measured initially at fair value with
changes in fair value recognized in other comprehensive income. Accumulated fair value changes are
recycled to the income statement on disposal, or when the investment is impaired. No impairment
losses have been recognized in 2009
(2008 $546 million and 2007 nil) relating to listed non-current available-for-sale investments. For further information see Note 25. At 31 December 2009, it is estimated that an increase of 10% in quoted equity prices would
result in an immediate credit to other comprehensive income of $130 million (2008 $59 million
credit to other comprehensive income), whilst a decrease of 10% in quoted equity prices would
result in an immediate charge to other comprehensive income of $130 million (2008 $48 million
charge to profit or loss and $11 million charge to other comprehensive income).
At 31 December 2009, 73% (2008 56%) of the carrying amount of non-current available-for-sale
financial assets represented the groups stake in Rosneft, thus the groups exposure is
concentrated on changes in the share price of this equity in particular.
(b) Credit risk
Credit risk is the risk that a customer or counterparty to a financial instrument will fail to
perform or fail to pay amounts due causing financial loss to the group and arises from cash and
cash equivalents, derivative financial instruments and deposits with financial institutions and
principally from credit exposures to customers relating to outstanding receivables.
The group has a credit policy, approved by the CFO, that is designed to ensure that consistent
processes are in place throughout the group to measure and control credit risk. Credit risk is
considered as part of the risk-reward balance of doing business. On entering into any business
contract the extent to which the arrangement exposes the group to credit risk is considered. Key
requirements of the policy are formal delegated authorities to the sales and marketing teams to
incur credit risk and to a specialized credit function to set counterparty limits; the
establishment of credit systems and processes to ensure that counterparties are rated and limits
set; and systems to monitor exposure against limits and report regularly on those exposures, and
immediately on any excesses, and to track and report credit losses. The treasury function provides
a similar credit risk management activity with respect to group-wide exposures to banks and other
financial institutions.
In the current economic environment the group has placed increased emphasis on the management
of credit risk. Policies and procedures were reviewed in 2008 and credit exposures arising from
physical commodity and derivative transactions with banks and other counterparties have been
reduced in 2008 and 2009, mainly through netting and collateral arrangements.
Before trading with a new counterparty can start, its creditworthiness is assessed and a
credit rating is allocated that indicates the probability of default, along with a credit exposure
limit. The assessment process takes into account all available qualitative and quantitative
information about the counterparty and the group, if any, to which the counterparty belongs. The
counterpartys business activities, financial resources and business risk management processes are
taken into account in the assessment, to the extent that this information is publicly available or
otherwise disclosed to BP by the counterparty, together with external credit ratings, if any,
including ratings prepared by Moodys Investor Service and Standard & Poors. Creditworthiness
continues to be evaluated after transactions have been initiated and a watchlist of higher-risk
counterparties is maintained.
The group does not aim to remove credit risk but expects to experience a certain level of
credit losses. The group attempts to mitigate credit risk by entering into contracts that permit
netting and allow for termination of the contract on the occurrence of certain events of default.
Depending on the creditworthiness of the counterparty, the group may require collateral or other
credit enhancements such as cash deposits or letters of credit and parent company guarantees. Trade
receivables and payables, and derivative assets and liabilities, are presented on a net basis where
unconditional netting arrangements are in place with counterparties and where there is an intent to
settle amounts due on a net basis. The maximum credit exposure associated with financial assets is
equal to the carrying amount. At 31 December 2009, the maximum credit exposure was $49,575 million
(2008 $52,413 million). Collateral received and recognized in the balance sheet at the year-end was
$549 million
(2008 $1,121 million) and collateral held off balance sheet was $48 million (2008 $203 million). Credit exposure exists in relation to guarantees issued by group companies under which amounts outstanding at 31 December 2009 were $319 million (2008 $223 million) in respect of liabilities of jointly controlled entities and associates and $667 million (2008 $613 million) in respect of liabilities of other third parties. Notwithstanding the processes described above, significant unexpected credit losses can
occasionally occur. Exposure to unexpected losses increases with concentrations of credit risk that
exist when a number of counterparties are involved in similar activities or operate in the same
industry sector or geographical area, which may result in their ability to meet contractual
obligations being impacted by changes in economic, political or other conditions. The groups
principal customers, suppliers and financial institutions with which it conducts business are
located throughout the world. In addition, these risks are managed by maintaining a group watchlist
and aggregating multi-segment exposures to ensure that a material credit risk is not missed.
Reports are regularly prepared and presented to the GFRC that cover the groups overall credit
exposure and expected loss trends, exposure by segment, and overall quality of the portfolio. The
reports also include details of the largest counterparties by exposure level and expected loss, and
details of counterparties on the group watchlist.
145
Table of Contents
Notes on financial statements
24. Financial instruments and financial risk factors continued
Some mitigation of credit exposure is achieved by: netting arrangements; credit support agreements
which require the counterparty to provide collateral or other credit risk mitigation; and credit
insurance and other risk transfer instruments.
For the contracts comprising derivative financial instruments in an asset position at 31
December 2009, it is estimated that over 80%
(2008 over 80%) of the unmitigated credit exposure is to counterparties of investment grade credit quality. Trade and other receivables of the group are analysed in the table below. By comparing the BP
credit ratings to the equivalent external credit ratings, it is estimated that approximately 55-60%
(2008 approximately 60-65%) of the unmitigated trade receivables portfolio exposure is of
investment grade credit quality. With respect to the trade and other receivables that are neither
impaired nor past due, there are no indications as of the reporting date that the debtors will not
meet their payment obligations.
The group does not typically renegotiate the terms of trade receivables; however, if a
renegotiation does take place, the outstanding balance is included in the analysis based on the
original payment terms. There were no significant renegotiated balances outstanding at 31 December
2009 or 31 December 2008.
The movement in the valuation allowance for trade receivables is set out below.
(c) Liquidity risk
Liquidity risk is the risk that suitable sources of funding for the groups business activities may
not be available. The groups liquidity is managed centrally with operating units forecasting their
cash and currency requirements to the central treasury function. Unless restricted by local
regulations, subsidiaries pool their cash surpluses to treasury, which will then arrange to fund
other subsidiaries requirements, or invest any net surplus in the market or arrange for necessary
external borrowings, while managing the groups overall net currency positions.
In managing its liquidity risk, the group has access to a wide range of funding at competitive
rates through capital markets and banks. The groups treasury function centrally co-ordinates
relationships with banks, borrowing requirements, foreign exchange requirements and cash
management. The group believes it has access to sufficient funding through the commercial paper
markets and by using undrawn committed borrowing facilities to meet foreseeable borrowing
requirements. At 31 December 2009, the group had substantial amounts of undrawn borrowing
facilities available, including committed facilities of $4,950 million, of which $4,550 million are
in place through to the fourth quarter of 2011, unchanged from the position as at 31 December 2008.
These facilities are with a number of international banks and borrowings under them would be at
pre-agreed rates.
The group has in place a European Debt Issuance Programme (DIP) under which the group may
raise $20 billion of debt for maturities of one month or longer. At 31 December 2009, the amount
drawn down against the DIP was $11,403 million (2008 $10,334 million). In addition, the group has
in place an unlimited US Shelf Registration under which it may raise debt with maturities of one
month or longer.
The group has long-term debt ratings of Aa1 (stable outlook) and AA (stable outlook), assigned
respectively by Moodys and Standard and Poors, unchanged from 2008.
Despite recent increased uncertainty in the financial markets, including a lack of liquidity for some borrowers, we have been able to issue $11 billion of long-term debt during 2009 and issue short-term commercial paper at competitive rates, as and when required. As an additional precautionary measure, we have increased and maintained the cash and cash equivalents held by the group to $8.3 billion at the end of 2009 and $8.2 billion at the end of 2008, compared with $3.6 billion at the end of 2007. The amounts shown for finance debt in the table below include expected interest payments on
borrowings and the future minimum lease payments with respect to finance leases.
146
Table of Contents
Notes on financial statements
24. Financial instruments and financial risk factors continued
There are amounts included within finance debt that we show in the table below as due within one
year to reflect the earliest contractual repayment dates but that are expected to be repaid over
the maximum long-term maturity profiles of the contracts as described in Note 32. US Industrial
Revenue/Municipal Bonds of $2,895 million (2008 $3,166 million) with earliest contractual repayment
dates within one year have expected repayment dates ranging from 1 to 33 years (2008 1 to 40
years). The bondholders typically have the option to tender these bonds for repayment on interest
reset dates; however, any bonds that are tendered are usually remarketed and BP has not experienced
any significant repurchases. BP considers these bonds to represent long-term funding when
internally assessing the maturity profile of its finance debt. Similar treatment is applied for
loans associated with long-term gas supply contracts totalling $1,622 million (2008 $1,806 million)
that mature within eight years.
The table also shows the timing of cash outflows relating to trade and other payables and
accruals.
The group manages liquidity risk associated with derivative contracts, other than derivative
hedging instruments, based on the expected maturities of both derivative assets and liabilities as
indicated in Note 31. Management does not currently anticipate any cash flows that could be of a
significantly different amount, or could occur earlier than the expected maturity analysis
provided.
The table below shows cash outflows for derivative hedging instruments based upon contractual
payment dates. The amounts reflect the maturity profile of the fair value liability where the
instruments will be settled net, and the gross settlement amount where the pay leg of a derivative
will be settled separately from the receive leg, as in the case of cross-currency interest rate
swaps hedging non-US dollar finance debt. The swaps are with high investment-grade counterparties
and therefore the settlement day risk exposure is considered to be negligible. Not shown in the
table are the gross settlement amounts for the receive leg of derivatives that are settled
separately from the pay leg, which amount to $7,999 million at 31 December 2009 (2008 $8,545
million) to be received on the same day as the related cash outflows.
The group has issued third-party guarantees, as described above under credit risk. These amounts
represent the maximum exposure of the group, substantially all of which could be called within one
year.
147
Table of Contents
Notes on financial statements
25. Other investments
Other investments comprise equity investments that have no fixed maturity date or coupon rate.
These investments are classified as available-for-sale financial assets and as such are recorded at
fair value with the gain or loss arising as a result of changes in fair value recorded directly in
equity. Accumulated fair value changes are recycled to the income statement on disposal, or when
the investment is impaired.
The fair value of listed investments has been determined by reference to quoted market bid
prices and as such are in level 1 of the fair value hierarchy. Unlisted investments are stated at
cost less accumulated impairment losses and are in level 3 of the fair value hierarchy.
The most significant investment is the groups stake in Rosneft which had a fair value of
$1,138 million at 31 December 2009 (2008 $483 million). The fair value gain arising on revaluation
of this investment during 2009 has been recorded within other comprehensive income. In 2008, an
impairment loss of $517 million was recognized in the income statement relating to the Rosneft
investment (see Note 3). In 2009, impairment losses were incurred of $13 million (2008 $17 million)
relating to unlisted investments and nil (2008 $29 million) relating to other listed investments.
26. Inventories
The inventory valuation at 31 December 2009 is stated net of a provision of $46 million (2008
$1,412 million) to write inventories down to their net realizable value. The net movement in the
year in respect of inventory net realizable value provisions was $1,366 million credit (2008 $1,295
million charge).
27. Trade and other receivables
Trade and other receivables are predominantly non-interest bearing. See Note 24 for further
information.
148
Table of Contents
Notes on financial statements
28. Cash and cash equivalents
Cash and cash equivalents comprise cash in hand; current balances with banks and similar
institutions; term deposits of three months or less with banks and similar institutions; and
short-term highly liquid investments that are readily convertible to known amounts of cash, are
subject to insignificant risk of changes in value and have a maturity of three months or less from
the date of acquisition. The carrying amounts of cash at bank and in hand and term bank deposits
approximate their fair values. Substantially all of the other cash equivalents are categorized
within
level 1 of the fair value hierarchy. Cash and cash equivalents at 31 December 2009 includes $1,095 million (2008 $2,133 million)
that is restricted. This relates principally to amounts required to cover initial margins on
trading exchanges.
See Note 24 for further information.
29. Valuation and qualifying accounts
Valuation and qualifying accounts are deducted in the balance sheet from the assets to which they
apply.
30. Trade and other payables
Trade and other payables are predominantly interest free. See Note 24 for further information.
149
Table of Contents
Notes on financial statements
31. Derivative financial instruments
An outline of the groups financial risks and the objectives and policies pursued in relation to
those risks is set out in Note 24.
In the normal course of business the group enters into derivative financial instruments
(derivatives) to manage its normal business exposures in relation to commodity prices, foreign
currency exchange rates and interest rates, including management of the balance between floating
rate and fixed rate debt, consistent with risk management policies and objectives. Additionally,
the group has a well-established entrepreneurial trading operation that is undertaken in
conjunction with these activities using a similar range of contracts.
IAS 39 prescribes strict criteria for hedge accounting, whether as a cash flow or fair value
hedge or a hedge of a net investment in a foreign operation, and requires that any derivative that
does not meet these criteria should be classified as held for trading and fair valued, with gains
and losses recognized in the income statement.
The fair values of derivative financial instruments at 31 December are set out below.
Derivatives held for trading
The group maintains active trading positions in a variety of derivatives. The contracts may be
entered into for risk management purposes, to satisfy supply requirements or for entrepreneurial
trading. Certain contracts are classified as held for trading, regardless of their original
business objective, and are recognized at fair value with changes in fair value recognized in the
income statement. Trading activities are undertaken by using a range of contract types in
combination to create incremental gains by arbitraging prices between markets, locations and time
periods. The net of these exposures is monitored using market value-at-risk techniques as described
in Note 24.
150
Table of Contents
Notes on financial statements
31. Derivative financial instruments continued
Derivative liabilities held for trading have the following fair values and maturities.
If at inception of a contract the valuation cannot be supported by observable market data, any gain
or loss determined by the valuation methodology is not recognized in the income statement but is
deferred on the balance sheet and is commonly known as day-one profit or loss. This deferred gain
or loss is recognized in the income statement over the life of the contract until substantially all
of the remaining contract term can be valued using observable market data at which point any
remaining deferred gain or loss is recognized in the income statement. Changes in valuation from
this initial valuation are recognized immediately through the income statement.
The following table shows the changes in the day-one profits and losses deferred on the balance
sheet.
151
Table of Contents
Notes on financial statements
31. Derivative financial instruments continued
The following table shows the fair value of derivative assets and derivative liabilities held for
trading, analysed by maturity period and by methodology of fair value estimation.
IFRS 7 Financial Instruments: Disclosures sets out a fair value hierarchy which consists of
three levels that describe the methodology of estimation as follows:
This information is presented on a gross basis, that is, before netting by counterparty.
152
Table of Contents
Notes on financial statements
31. Derivative financial instruments continued
The following table shows the changes during the year in the net fair value of derivatives held for
trading purposes within level 3 of the fair value hierarchy.
The amount recognized in the income statement for the year relating to level 3 derivatives still
held at 31 December 2009 was a $278 million gain (2008 $199 million gain relating to derivatives
still held at 31 December 2008).
Gains and losses relating to derivative contracts are included either within sales and other
operating revenues or within purchases in the income statement depending upon the nature of the
activity and type of contract involved. The contract types treated in this way include futures,
options, swaps and certain forward sales and forward purchases contracts. Gains or losses arise on
contracts entered into for risk management purposes, optimization activity and entrepreneurial
trading. They also arise on certain contracts that are for normal procurement or sales activity for
the group but that are required to be fair valued under accounting standards. Also included within
sales and other operating revenues are gains and losses on inventory held for trading purposes. The
total amount relating to all of these items was a net gain of $3,735 million (2008 $6,721 million
net gain and 2007 $376 million net gain).
Embedded derivatives
Prior to the development of an active gas trading market, UK gas contracts were priced using a
basket of available price indices, primarily relating to oil products, power and inflation. After
the development of an active UK gas market, certain contracts were entered into or renegotiated
using pricing formulae not directly related to gas prices, for example, oil product and power
prices. In these circumstances, pricing formulae have been determined to be derivatives, embedded
within the overall contractual arrangements that are not clearly and closely related to the
underlying commodity. The resulting fair value relating to these contracts is recognized on the
balance sheet with gains or losses recognized in the income statement.
All the embedded derivatives are valued using inputs that include price curves for each of the
different products that are built up from active market pricing data. Where necessary, these are
extrapolated to the expiry of the contracts (the last of which is in 2018) using all available
external pricing information. Additionally, where limited data exists for certain products, prices
are interpolated using historic and long-term pricing relationships.
Embedded derivative assets have the following fair values and maturities.
153
Table of Contents
Notes on financial statements
31. Derivative financial instruments continued
Embedded derivative liabilities have the following fair values and maturities.
The following table shows the fair value of embedded derivative assets and liabilities analysed by
maturity period and by methodology of fair value estimation.
154
Table of Contents
Notes on financial statements
31. Derivative financial instruments continued
The following table shows the changes during the year in the net fair value of embedded derivatives
within level 3 of the fair value hierarchy.
The amount recognized in the income statement for the year relating to level 3 embedded derivatives
still held at 31 December 2009 was a $347 million gain (2008 $985 million loss relating to embedded
derivatives still held at 31 December 2008).
The fair value gain (loss) on embedded derivatives is shown below.
Cash flow hedges
At 31 December 2009, the group held currency forwards and futures contracts and cylinders that were
being used to hedge the foreign currency risk of highly probable forecast transactions, as well as
cross-currency interest rate swaps to fix the US dollar interest rate and US dollar redemption
value, with matching critical terms on the currency leg of the swap with the underlying non-US
dollar debt issuance. Note 24 outlines the management of risk aspects for currency and interest
rate risk. For cash flow hedges the group only claims hedge accounting for the intrinsic value on
the currency with any fair value attributable to time value taken immediately to the income
statement. There were no highly probable transactions for which hedge accounting has been claimed
that have not occurred and no significant element of hedge ineffectiveness requiring recognition in
the income statement. For cash flow hedges the pre-tax amount removed from equity during the period
and included in the income statement is a loss of $366 million (2008 loss of $45 million and 2007
gain of $74 million). Of this, a loss of $332 million is included in production and manufacturing
expenses (2008 $1 million loss and 2007 $143 million gain) and a loss of $34 million is included in
finance costs (2008 $44 million loss and 2007 $69 million loss). The amount removed from equity
during the period and included in the carrying amount of non-financial assets was a loss of $136
million (2008 $38 million gain and 2007 $40 million gain).
The amounts retained in equity at 31 December 2009 are expected to mature and affect the
income statement by a $146 million gain in 2010, a loss of $26 million in 2011 and a loss of $65
million in 2012 and beyond.
Fair value hedges
At 31 December 2009, the group held interest rate and cross-currency interest rate swap contracts
as fair value hedges of the interest rate risk on fixed rate debt issued by the group. The
effectiveness of each hedge relationship is quantitatively assessed and demonstrated to continue to
be highly effective. The loss on the hedging derivative instruments taken to the income statement
in 2009 was $98 million (2008 $2 million gain and 2007 $334 million gain) offset by a gain on the
fair value of the finance debt of $117 million (2008 $20 million loss and 2007 $327 million loss).
The interest rate and cross-currency interest rate swaps have an average maturity of four to
five years, (2008 three to four years) and are used to convert sterling, euro, Swiss franc,
Australian dollar, Japanese yen and Hong Kong dollar denominated borrowings into US dollar floating
rate debt. Note 24 outlines the groups approach to interest rate risk management.
Hedges of net investments in foreign operations
The group held currency swap contracts as a hedge of a long-term investment in a UK subsidiary that
expired in 2009. At 31 December 2008, the hedge had a fair value of $2 million and the loss on the
hedge recognized in equity in 2008 was $38 million (2007 $67 million loss). US dollars had been
sold forward for sterling purchased and matched the underlying liability with no significant
ineffectiveness reflected in the income statement.
155
Table of Contents
Notes on financial statements
32. Finance debt
The following table shows, by major currency, the groups finance debt at 31 December and the
weighted average interest rates achieved at those dates through a combination of borrowings and
derivative financial instruments entered into to manage interest rate and currency exposures.
Finance leases
The group uses finance leases to acquire property, plant and equipment. These leases have terms of
renewal but no purchase options and escalation clauses. Renewals are at the option of the lessee.
Future minimum lease payments under finance leases are set out below.
156
Table of Contents
Notes on financial statements
32. Finance debt continued
Fair values
The estimated fair value of finance debt is shown in the table below together with the carrying
amount as reflected in the balance sheet.
Long-term borrowings in the table below include the portion of debt that matures in the year
from 31 December 2009, whereas in the balance sheet the amount would be reported within current
liabilities.
The carrying amount of the groups short-term borrowings, comprising mainly commercial paper,
bank loans, overdrafts and US Industrial Revenue/Municipal Bonds, approximates their fair value.
The fair value of the groups long-term borrowings and finance lease obligations is estimated using
quoted prices or, where these are not available, discounted cash flow analyses based on the groups
current incremental borrowing rates for similar types and maturities of borrowing.
See Note 24 for further information.
33. Capital disclosures and analysis of changes in net debt
The group defines capital as the total equity of the group. The groups objective for managing
capital is to deliver competitive, secure and sustainable returns to maximize long-term shareholder
value. BP is not subject to any externally-imposed capital requirements.
The groups approach to managing capital is set out in its financial framework. The group aims
to strike the right balance for shareholders, between current returns via the dividend, sustained
investment for long-term growth and maintaining a prudent gearing level. At the beginning of 2008,
the group rebalanced distributions away from share buybacks in favour of dividends. During 2009,
the company did not repurchase any of its own shares.
The group monitors capital on the basis of the net debt ratio, that is, the ratio of net debt
to net debt plus equity. Net debt is calculated as gross finance debt, as shown in the balance
sheet, plus the fair value of associated derivative financial instruments that are used to hedge
foreign exchange and interest rate risks relating to finance debt, for which hedge accounting is
claimed, less cash and cash equivalents. Net debt and net debt ratio are non-GAAP measures. BP uses
these measures to provide useful information to investors. Net debt enables investors to see the
economic effect of gross debt, related hedges and cash and cash equivalents in total. The net debt
ratio enables investors to see how significant net debt is relative to equity from shareholders.
The derivatives are reported on the balance sheet within the headings Derivative financial
instruments. All components of equity are included in the denominator of the calculation. We
believe that a net debt ratio in the range 20-30% provides an efficient capital structure and an
appropriate level of financial flexibility.
At 31 December 2009 the net debt ratio was 20% (2008 21%).
An analysis of changes in net debt is provided below.
157
Table of Contents
Notes on financial statements
34. Provisions
The group makes full provision for the future cost of decommissioning oil and natural gas
production facilities and related pipelines on a discounted basis on the installation of those
facilities. The provision for the costs of decommissioning these production facilities and
pipelines at the end of their economic lives has been estimated using existing technology, at
current prices or long-term assumptions, depending on the expected timing of the activity, and
discounted using a real discount rate of 1.75% (2008 2.0%). These costs are generally expected to
be incurred over the next 30 years. While the provision is based on the best estimate of future
costs and the economic lives of the facilities and pipelines, there is uncertainty regarding both
the amount and timing of incurring these costs.
Provisions for environmental remediation are made when a clean-up is probable and the amount
of the obligation can be reliably estimated. Generally, this coincides with commitment to a formal
plan of action or, if earlier, on divestment or on closure of inactive sites. The provision for
environmental liabilities has been estimated using existing technology, at current prices and
discounted using a real discount rate of 1.75% (2008 2.0%). The majority of these costs are
expected to be incurred over the next 10 years. The extent and cost of future remediation
programmes are inherently difficult to estimate. They depend on the scale of any possible
contamination, the timing and extent of corrective actions, and also the groups share of the
liability.
The litigation category includes provisions for matters related to, for example, commercial
disputes, product liability, and allegations of exposures of third parties to toxic substances.
Included within the other category at 31 December 2009 are provisions for deferred employee
compensation of $789 million (2008 $792 million) and for expected rental shortfalls on surplus
properties of $246 million (2008 $251 million). These provisions are discounted using either a
nominal discount rate of 4.0% (2008 2.5%) or a real discount rate of 1.75% (2008 2.0%), as
appropriate.
158
Table of Contents
Notes on financial statements
35. Pensions and other post-retirement benefits
Most group companies have pension plans, the forms and benefits of which vary with conditions and
practices in the countries concerned. Pension benefits may be provided through defined contribution
plans (money purchase schemes) or defined benefit plans (final salary and other types of schemes
with committed pension payments). For defined contribution plans, retirement benefits are
determined by the value of funds arising from contributions paid in respect of each employee. For
defined benefit plans, retirement benefits are based on such factors as the employees pensionable
salary and length of service. Defined benefit plans may be externally funded or unfunded. The
assets of funded plans are generally held in separately administered trusts.
In particular, the primary pension arrangement in the UK is a funded final salary pension plan
under which retired employees draw the majority of their benefit as an annuity. During 2009, BP
announced that, with effect from 1 April 2010, it will close its UK plan to new joiners other than
some of those joining the North Sea SPU. The plan will remain open to those employees who joined BP
on or before 31 March 2010.
In the US, a range of retirement arrangements are provided. These
include a funded final salary pension plan for certain heritage employees and a cash balance
arrangement for new hires. Retired US employees typically take their pension benefit in the form of
a lump sum payment. US employees are also eligible to participate in a defined contribution (401k)
plan in which employee contributions are matched with company contributions.
The level of contributions to funded defined benefit plans is the amount needed to provide
adequate funds to meet pension obligations as they fall due. During 2009, contributions of $9
million (2008 $6 million and 2007 $524 million) and $795 million (2008 $362 million and 2007 $97
million) were made to the UK plans and US plans respectively. In addition, contributions of $204
million (2008 $130 million and 2007 $127 million) were made to other funded defined benefit plans.
The aggregate level of contributions in 2010 is expected to be approximately $1,000 million, and
includes contributions in all countries that we expect to be required to make by law or under
contractual agreements as well as an allowance for discretionary funding.
Certain group companies, principally in the US, provide post-retirement healthcare and life
insurance benefits to their retired employees and dependants. The entitlement to these benefits is
usually based on the employee remaining in service until retirement age and completion of a minimum
period of service. The plans are funded to a limited extent.
The obligation and cost of providing pensions and other post-retirement benefits is assessed
annually using the projected unit credit method. The date of the most recent actuarial review was
31 December 2009. The groups principal plans are subject to a formal actuarial valuation every
three years in the UK, with valuations being required more frequently in many other countries. The
most recent formal actuarial valuation of the UK pension plans was as at 31 December 2008.
The material financial assumptions used for estimating the benefit obligations of the various
plans are set out below. The assumptions are reviewed by management at the end of each year, and
are used to evaluate accrued pension and other post-retirement benefits at 31 December. The same
assumptions are used to determine pension and other post-retirement benefit expense for the
following year, that is, the assumptions at 31 December 2009 are used to determine the pension
liabilities at that date and the pension expense for 2010.
Our discount rate assumptions are based on third-party AA corporate bond indices and for our
largest plans in the UK, US and Germany we use yields that reflect the maturity profile of the
expected benefit payments. The inflation rate assumptions for our UK and US plans are based on the
difference between the yields on index-linked and fixed-interest long-term government bonds. In
other countries we use either this approach, or the central bank inflation target, or advice from
the local actuary depending on the information that is available to us. The inflation assumptions
are used to determine the rate of increase for pensions in payment and the rate of increase in
deferred pensions where there is such an increase.
Our assumptions for the rate of increase in salaries are based on our inflation assumption
plus an allowance for expected long-term real salary growth. These include allowance for
promotion-related salary growth, of between 0.3% and 0.4% depending on country. In addition to the
financial assumptions, we regularly review the demographic and mortality assumptions.
159
Table of Contents
Notes on financial statements
35. Pensions and other post-retirement benefits continued
The mortality assumptions reflect best practice in the countries in which we provide pensions, and
have been chosen with regard to the latest available published tables adjusted where appropriate to
reflect the experience of the group and an extrapolation of past longevity improvements into the
future. BPs most substantial pension liabilities are in the UK, the US and Germany where our
mortality assumptions are as follows:
Our assumptions for future US healthcare cost trend rate reflect the rate of actual cost increases
seen in recent years for the initial trend rate, and the ultimate trend rate reflects our long-term
expectations based on past healthcare cost inflation seen over a longer period of time. The assumed
future US healthcare cost trend rate is as follows:
Pension plan assets are generally held in trusts. The primary objective of the trusts is to
accumulate pools of assets sufficient to meet the obligations of the various plans. The assets of
the trusts are invested in a manner consistent with fiduciary obligations and principles that
reflect current practices in portfolio management.
A significant proportion of the assets are held in equities, owing to a higher expected level
of return over the long term with an acceptable level of risk. In order to provide reasonable
assurance that no single security or type of security has an unwarranted impact on the total
portfolio, the investment portfolios are highly diversified. The long-term asset allocation policy
for the major plans is as follows:
Some of the groups pension plans use derivative financial instruments as part of their asset mix
and to manage the level of risk. The groups main pension plans do not invest directly in either
securities or property/real estate of the company or of any subsidiary.
Return on asset assumptions reflect the groups expectations built up by asset class and by
plan. The groups expectation is derived from a combination of historical returns over the long
term and the forecasts of market professionals. Our assumption for return on equities is based on a
long-term view, and the size of the resulting equity risk premium over government bond yields is
reviewed each year for reasonableness. Our assumption for return on bonds reflects the portfolio
mix of government fixed-interest, index-linked and corporate bonds.
160
Table of Contents
Notes on financial statements
35. Pensions and other post-retirement benefits continued
The expected long-term rates of return and market values of the various categories of asset held by
the defined benefit plans at 31 December are set out below. The market values shown include the
effects of derivative financial instruments. The amounts classified as equities include investments
in companies listed on stock exchanges as well as unlisted investments. The market value of
unlisted investments at 31 December 2009 was $2,956 million (2008 $2,819 million and 2007 $2,491
million). The market value of pension assets at the end of 2009 is higher than at the end of 2008
due to a rise in the market value of investments when expressed in their local currencies and an
increase in value that arises from changes in exchange rates (increasing the reported value of
investments when expressed in US dollars). Movements in the value of plan assets during the year
are shown in detail in the table on page 162.
The assumed rate of investment return, discount rate, inflation, US healthcare cost trend rate and
the mortality assumptions all have a significant effect on the amounts reported.
A one-percentage point change in the following assumptions for the groups plans would have
had the effects shown in the table below. The effects shown for the expense in 2010 include current
service cost and interest on plan liabilities.
One additional year of longevity in the mortality assumptions would have the effects shown in the
table below. The effect shown for the expense in 2010 includes current service cost and interest on
plan liabilities.
161
Table of Contents
Notes on financial statements
35. Pensions and other post-retirement benefits continued
At 31 December 2009, reimbursement balances due from or to other companies in respect of pensions
amounted to $443 million reimbursement assets (2008 $455 million) and $14 million reimbursement
liabilities (2008 $61 million). These balances are not included as part of the pension liability,
but are reflected elsewhere in the group balance sheet.
162
Table of Contents
Notes on financial statements
35. Pensions and other post-retirement benefits continued
163
Table of Contents
Notes on financial statements
35. Pensions and other post-retirement benefits continued
Estimated future benefit payments
The expected benefit payments, which reflect expected future service, as appropriate, but exclude
plan expenses, up until 2019 are as follows:
164
Table of Contents
Notes on financial statements
36. Called-up share capital
The allotted, called-up and fully paid share capital at 31 December was as follows:
Voting on substantive resolutions tabled at a general meeting is on a poll. On a poll, shareholders
present in person or by proxy have two votes for every £5 in nominal amount of the first and second
preference shares held and one vote for every ordinary share held. On a show-of-hands vote on other
resolutions (procedural matters) at a general meeting, shareholders present in person or by proxy
have one vote each.
In the event of the winding up of the company, preference shareholders would be entitled to a
sum equal to the capital paid up on the preference shares, plus an amount in respect of accrued and
unpaid dividends and a premium equal to the higher of (i) 10% of the capital paid up on the
preference shares and (ii) the excess of the average market price of such shares on the London
Stock Exchange during the previous six months over par value.
Treasury shares
For each year presented, the balance at 1 January represents the maximum number of shares held in
treasury during the year, representing 9.2% (2008 9.3% and 2007 9.1%) of the called-up ordinary
share capital of the company.
During 2009, the movement in treasury shares represented less than 0.1% (2008 0.25% and 2007
less than 0.1%) of the ordinary share capital of the company.
165
Table of Contents
Notes on financial statements
37. Capital and reserves
166
Table of Contents
Notes on financial statements
167
Table of Contents
Notes on financial statements
37. Capital and reserves continued
Share capital
The balance on the share capital account represents the aggregate nominal value of all ordinary and
preference shares in issue, including treasury shares.
Share premium account
The balance on the share premium account represents the amounts received in excess of the nominal
value of the ordinary and preference shares.
Capital redemption reserve
The balance on the capital redemption reserve represents the aggregate nominal value of all the
ordinary shares repurchased and cancelled.
Merger reserve
The balance on the merger reserve represents the fair value of the consideration given in excess of
the nominal value of the ordinary shares issued in an acquisition made by the issue of shares.
Other reserve
The balance on the other reserve represented the fair value of the consideration given in excess of
the nominal value of the ordinary shares issued in the ARCO acquisition on the exercise of ARCO
share options.
Own shares
Own shares represent BP shares held in Employee Share Ownership Plans (ESOPs) to meet the future
requirements of the employee share-based payment plans.
Treasury shares
Treasury shares represent BP shares repurchased and available for re-issue.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the
translation of the financial statements of foreign operations. Upon disposal of foreign operations,
the related accumulated exchange differences are recycled to the income statement. This reserve is
also used to record the effect of hedging net investments in foreign operations.
Available-for-sale investments
This reserve records the changes in fair value of available-for-sale investments. On disposal or
impairment, the cumulative changes in fair value are recycled to the income statement.
Cash flow hedges
This reserve records the portion of the gain or loss on a hedging instrument in a cash flow hedge
that is determined to be an effective hedge. When the hedged transaction occurs, the gain or loss
on the hedging instrument is transferred out of equity to either profit or loss or the carrying
value of assets, as appropriate. If the forecast transaction is no longer expected to occur the
gain or loss recognized in equity is transferred to profit or loss.
Share-based payment reserve
This reserve represents cumulative amounts charged to profit in respect of employee share-based
payment plans where the scheme has not yet been settled by means of an award of shares to an
individual.
Profit and loss account
The balance held on this reserve is the accumulated retained profits of the group.
168
Table of Contents
Notes on financial statements
37. Capital and reserves continued
The pre-tax amounts of each component of other comprehensive income, and the related amounts of
tax, are shown in the table below.
169
Table of Contents
Notes on financial statements
38. Share-based payments
Effect of share-based payment transactions on the groups result and financial position
For ease of presentation, option and share holdings detailed in the tables within this note are
stated as UK ordinary share equivalents in US dollars. US employees are granted American Depositary
Shares (ADSs) or options over the companys ADSs (one ADS is equivalent to six ordinary shares).
The share-based payment plans that existed during the year are detailed below. All plans are
ongoing unless otherwise stated.
Plans for executive directors
Executive
Directors Incentive Plan (EDIP) share element
An equity-settled incentive plan for executive directors with a three-year performance period. For
share plan performance periods 2007-2009 and 2008-2010 the award of shares is determined by
comparing BPs total shareholder return (TSR) against the other oil majors (ExxonMobil, Shell,
Total and Chevron). For the performance period 2009-2011 the award of shares is determined 50% on
TSR versus a competitor group of oil majors (which in this period also included ConocoPhillips) and
50% on a balanced scorecard (BSC) of three underlying performance measures versus the same
competitor group. After the performance period, the shares that vest (net of tax) are then subject
to a three-year retention period. The directors remuneration report on pages 77 to 88 includes
full details of the plan.
Executive
Directors Incentive Plan (EDIP) share option element
An equity-settled share option plan for executive directors that permits options to be granted at
an exercise price no lower than the market price of a share on the date that the option is granted.
The options are exercisable up to the seventh anniversary of the grant date and the last grants
were made in 2004. From 2005 onwards the remuneration committees policy is not to make further
grants of share options to executive directors.
Plans for senior employees
The group operates a number of equity-settled share plans under which share units are granted to
its senior leaders and certain employees. These plans typically have a three-year performance or
restricted period during which the units accrue net notional dividends which are treated as having
been reinvested. Leaving employment during the three-year period will normally preclude the
conversion of units into shares, but special arrangements apply where the participant leaves for a
qualifying reason.
Grants are settled in cash where participants are located in a country whose regulatory
environment prohibits the holding of BP shares.
Performance unit plans
The number of units granted is made by reference to level of seniority of the employees. The number
of units converted to shares is determined by reference to performance measures over the three-year
performance period. The main performance measure used is BPs TSR compared against the other oil
majors. In addition, free cash flow (FCF) is used as a performance measure for one of the
performance plans. Plans included in this category are the Competitive Performance Plan (CPP), the
Medium Term Performance Plan (MTPP) and, in part, the Performance Share Plan (PSP).
Restricted share unit plans
Share unit grants under BPs restricted plans typically take into account the employees
performance in either the current or the prior year, track record of delivery, business and
leadership skills and long-term potential. One restricted share unit plan used in special
circumstances for senior employees, such as recruitment and retention, normally has no performance
conditions. Plans included in this category are the Executive Performance Plan (EPP), the
Restricted Share Plan (RSP), the Deferred Annual Bonus Plan (DAB) and, in part, the Performance
Share Plan (PSP).
BP Share Option Plan (BPSOP)
Share options with an exercise price equivalent to the market price of a share immediately
preceding the date of grant were granted to participants annually until 2006. There were no
performance conditions and the options are exercisable between the third and tenth anniversaries of
the grant date.
Savings and matching plans
BP ShareSave Plan
This is a savings-related share option plan under which employees save on a monthly basis, over a
three- or five-year period, towards the purchase of shares at a fixed price determined when the
option is granted. This price is usually set at a 20% discount to the market price at the time of
grant. The option must be exercised within six months of maturity of the savings contract;
otherwise it lapses. The plan is run in the UK and options are granted annually, usually in June.
Participants leaving for a qualifying reason have six months in which to use their savings to
exercise their options on a pro-rated basis.
170
Table of Contents
Notes on financial statements
38. Share-based payments continued
BP ShareMatch Plans
These are matching share plans under which BP matches employees own contributions of shares up to
a predetermined limit. The plans are run in the UK and in more than 70 other countries. The UK plan
is run on a monthly basis with shares being held in trust for five years before they can be
released free of any income tax and national insurance liability. In other countries the plan is
run on an annual basis with shares being held in trust for three years. The plan is operated on a
cash basis in those countries where there are regulatory restrictions preventing the holding of BP
shares. When the employee leaves BP all shares must be removed from trust and units under the plan
operated on a cash basis must be encashed.
Local plans
In some countries BP provides local scheme benefits, the rules and qualifications for which vary
according to local circumstances.
Employee Share Ownership Plans (ESOPs)
ESOPs have been established to acquire BP shares to satisfy any awards made to participants under
the BP share plans as required. The ESOPs have waived their rights to dividends on shares held for
future awards and are funded by the group. Until such time as the companys own shares held by the
ESOP trusts vest unconditionally to employees, the amount paid for those shares is deducted in
arriving at shareholders equity (see Note 37). Assets and liabilities of the ESOPs are recognized
as assets and liabilities of the group.
At 31 December 2009 the ESOPs held 18,062,246 shares (2008 29,051,082 shares and 2007
6,448,838 shares) for potential future awards, which had a market value of $174 million (2008 $220
million and 2007 $79 million).
As share options are exercised continuously throughout the year, the weighted average share price
during the year of $9.10 (2008 $10.87 and 2007 $11.72) is representative of the weighted average
share price at the date of exercise. For the options outstanding at 31 December 2009, the exercise
price ranges and weighted average remaining contractual lives are shown below.
Fair values and associated details for options and shares granted
The group uses a valuation model to determine the fair value of options granted. The model uses the
implied volatility of ordinary share price for the quarter within which the grant date of the
relevant plan falls. The fair value is adjusted for the expected rates of early cancellation.
Management is responsible for all inputs and assumptions in relation to the model, including the
determination of expected volatility.
171
Table of Contents
Notes on financial statements
38. Share-based payments continued
The group used a Monte Carlo simulation to determine the fair value of the TSR element of the 2009,
2008 and 2007 CPP, PSP, MTPP and EDIP plans. In accordance with the rules of the plans the model
simulates BPs TSR and compares it against our principal strategic competitors over the three-year
period of the plans. The model takes into account the historic dividends, share price volatilities
and covariances of BP and each comparator company to produce a predicted distribution of relative
share performance. This is applied to the reward criteria to give an expected value of the TSR
element.
Accounting expense does not necessarily represent the actual value of share-based payments
made to recipients, which are determined by the remuneration committee according to established
criteria.
39. Employee costs and numbers
172
Table of Contents
Notes on financial statements
40. Remuneration of directors and senior management
Remuneration of directors
Emoluments
These amounts comprise fees paid to the non-executive chairman and the non-executive directors and,
for executive directors, salary and benefits earned during the relevant financial year, plus
bonuses awarded for the year. Ex gratia superannuation payments of $3 million were included in
2007. Also included was compensation for loss of office of $1 million in 2008 and $1 million in
2007.
Pension contributions
Three executive directors participated in a non-contributory pension scheme established for UK
employees by a separate trust fund to which contributions are made by BP based on actuarial advice.
Two US executive directors participated in the US BP Retirement Accumulation Plan during 2009.
Office facilities for former chairmen and deputy chairmen
It is customary for the company to make available to former chairmen and deputy chairmen, who were
previously employed executives, the use of office and basic secretarial facilities following their
retirement. The cost involved in doing so is not significant.
Further information
Full details of individual directors remuneration are given in the directors remuneration report
on pages 77 to 88.
Remuneration of directors and senior management
Senior management, in addition to executive and non-executive directors, includes other senior
managers who are members of the executive management team.
Short-term employee benefits
In addition to fees paid to the non-executive chairman and non-executive directors, these amounts
comprise, for executive directors and senior managers, salary and benefits earned during the year,
plus cash bonuses awarded for the year. Deferred annual bonus awards, to be settled in shares, are
included in share-based payments. Short-term employee benefits includes an ex gratia superannuation
payment of nil (2008 nil and 2007 $3 million) and compensation for loss of office of $6 million
(2008 $3 million and 2007 $1 million).
Post-retirement benefits
The amounts represent the estimated cost to the group of providing defined benefit pensions and
other post-retirement benefits to senior management in respect of the current year of service
measured in accordance with IAS 19 Employee Benefits.
Share-based payments
This is the cost to the group of senior managements participation in share-based payment plans, as
measured by the fair value of options and shares granted accounted for in accordance with IFRS 2
Share-based Payments. The main plans in which senior management have participated are the EDIP
and MTPP. For details of these plans refer to Note 38.
173
Table of Contents
Notes on financial statements
41. Contingent liabilities
There were contingent liabilities at 31 December 2009 in respect of guarantees and indemnities
entered into as part of the ordinary course of the groups business. No material losses are likely
to arise from such contingent liabilities. Further information is included in Note 24.
Lawsuits arising out of the Exxon Valdez oil spill in Prince William Sound, Alaska, in March
1989 were filed against Exxon (now ExxonMobil), Alyeska Pipeline Service Company (Alyeska), which
operates the oil terminal at Valdez, and the other oil companies that own Alyeska. Alyeska
initially responded to the spill until the response was taken over by Exxon. BP owns a 46.9%
interest (reduced during 2001 from 50% by a sale of 3.1% to Phillips) in Alyeska through a
subsidiary of BP America Inc. and briefly indirectly owned a further 20% interest in Alyeska
following BPs combination with Atlantic Richfield Company (Atlantic Richfield). Alyeska and its
owners have settled all the claims against them under these lawsuits. Exxon has indicated that it
may file a claim for contribution against Alyeska for a portion of the costs and damages that Exxon
has incurred. BP will defend any such claims vigorously. It is not possible to estimate any
financial effect.
In the normal course of the groups business, legal proceedings are pending or may be brought
against BP group entities arising out of current and past operations, including matters related to
commercial disputes, product liability, antitrust, premises-liability claims, general environmental
claims and allegations of exposures of third parties to toxic substances, such as lead pigment in
paint, asbestos and other chemicals. BP believes that the impact of these legal proceedings on the
groups results of operations, liquidity or financial position will not be material.
With respect to lead pigment in paint in particular, Atlantic Richfield, a subsidiary of BP,
has been named as a co-defendant in numerous lawsuits brought in the US alleging injury to persons
and property. Although it is not possible to predict the outcome of the legal proceedings, Atlantic
Richfield believes it has valid defences that render the incurrence of a liability remote; however,
the amounts claimed and the costs of implementing the remedies sought in the various cases could be
substantial. The majority of the lawsuits have been abandoned or dismissed against Atlantic
Richfield. No lawsuit against Atlantic Richfield has been settled nor has Atlantic Richfield been
subject to a final adverse judgment in any proceeding. Atlantic Richfield intends to defend such
actions vigorously.
The group files income tax returns in many jurisdictions throughout the world. Various tax
authorities are currently examining the groups income tax returns. Tax returns contain matters
that could be subject to differing interpretations of applicable tax laws and regulations and the
resolution of tax positions through negotiations with relevant tax authorities, or through
litigation, can take several years to complete. While it is difficult to predict the ultimate
outcome in some cases, the group does not anticipate that there will be any material impact upon
the groups results of operations, financial position or liquidity.
The group is subject to numerous national and local environmental laws and regulations
concerning its products, operations and other activities. These laws and regulations may require
the group to take future action to remediate the effects on the environment of prior disposal or
release of chemicals or petroleum substances by the group or other parties. Such contingencies may
exist for various sites including refineries, chemical plants, oil fields, service stations,
terminals and waste disposal sites. In addition, the group may have obligations relating to prior
asset sales or closed facilities. The ultimate requirement for remediation and its cost are
inherently difficult to estimate. However, the estimated cost of known environmental obligations
has been provided in these accounts in accordance with the groups accounting policies. While the
amounts of future costs could be significant and could be material to the groups results of
operations in the period in which they are recognized, it is not practical to estimate the amounts
involved. BP does not expect these costs to have a material effect on the groups financial
position or liquidity.
The group also has obligations to decommission oil and natural gas production facilities and
related pipelines. Provision is made for the estimated costs of these activities, however there is
uncertainty regarding both the amount and timing of these costs, given the long-term nature of
these obligations. BP believes that the impact of any reasonably foreseeable changes to these
provisions on the groups results of operations, financial position or liquidity will not be
material.
The group generally restricts its purchase of insurance to situations where this is required
for legal or contractual reasons. This is because external insurance is not considered an economic
means of financing losses for the group. Losses will therefore be borne as they arise rather than
being spread over time through insurance premiums with attendant transaction costs. The position is
reviewed periodically.
42. Capital commitments
Authorized future capital expenditure for property, plant and equipment by group companies for
which contracts had been placed at 31 December 2009 amounted to $9,812 million (2008 $14,062
million). In addition, at 31 December 2009, the group had contracts in place for future capital
expenditure relating to investments in jointly controlled entities of $622 million (2008 $644
million) and investments in associates of $170 million (2008 $160 million).
BPs share of capital
commitments of jointly controlled entities amounted to $926 million (2008 $1,540 million).
174
Table of Contents
Notes on financial statements
43. Subsidiaries, jointly controlled entities and associates
The more important subsidiaries, jointly controlled entities and associates of the group at 31
December 2009 and the group percentage of ordinary share capital or joint venture interest (to
nearest whole number) are set out below. The principal country of operation is generally indicated
by the companys country of incorporation or by its name. Those held directly by the parent company
are marked with an asterisk (*), the percentage owned being that of the group unless otherwise
indicated. A complete list of investments in subsidiaries, jointly controlled entities and
associates will be attached to the parent companys annual return made to the Registrar of
Companies.
175
Table of Contents
Notes on financial statements
43. Subsidiaries, jointly controlled entities and associates continued
176
Table of Contents
Notes on financial statements
44. Condensed consolidating information on certain US subsidiaries
BP p.l.c. fully and unconditionally guarantees the payment obligations of its 100% owned subsidiary
BP Exploration (Alaska) Inc. under the BP Prudhoe Bay Royalty Trust. The following financial
information for BP p.l.c., BP Exploration (Alaska) Inc. and all other subsidiaries on a condensed
consolidating basis is intended to provide investors with meaningful and comparable financial
information about BP p.l.c. and its subsidiary issuers of registered securities and is provided
pursuant to Rule 3-10 of Regulation S-X in lieu of the separate financial statements of each
subsidiary issuer of public debt securities. Investments include the investments in subsidiaries
recorded under the equity method for the purposes of the condensed consolidating financial
information. Equity income of subsidiaries is the groups share of profit related to such
investments. The eliminations and reclassifications column includes the necessary amounts to
eliminate the intercompany balances and transactions between BP p.l.c., BP Exploration (Alaska)
Inc. and other subsidiaries. The financial information presented in the following tables for BP
Exploration (Alaska) Inc. for all years includes equity income arising from subsidiaries of BP
Exploration (Alaska) Inc. some of which operate outside of Alaska and excludes the BP groups
midstream operations in Alaska that are reported through different legal entities and that are
included within the other subsidiaries column in these tables. BP p.l.c. also fully and
unconditionally guarantees securities issued by BP Capital Markets p.l.c. and BP Capital Markets
America Inc. These companies are 100%-owned finance subsidiaries of BP p.l.c.
Income statement
177
Table of Contents
Notes on financial statements
44. Condensed consolidating information on certain US subsidiaries continued
Income statement continued
178
Table of Contents
Notes on financial statements
44. Condensed consolidating information on certain US subsidiaries continued
Income statement continued
179
Table of Contents
Notes on financial statements
44. Condensed consolidating information on certain US subsidiaries continued
Balance sheet
180
Table of Contents
Notes on financial statements
44. Condensed consolidating information on certain US subsidiaries continued
Balance sheet continued
181
Table of Contents
Notes on financial statements
44. Condensed consolidating information on certain US subsidiaries continued
Cash flow statement
182
Table of Contents
Supplementary information on oil and natural gas (unaudited)
Supplementary information on oil and natural gas (unaudited)
The regional analysis presented below is on a continent basis, with separate disclosure for
countries that contain 15% or more of the total proved reserves (for subsidiaries plus
equity-accounted entities), in accordance with revised SEC and FASB requirements. The comparative
information for 2008 and 2007 is also presented on this basis. For 2009, where relevant,
information for equity-accounted entities is provided in the same level of detail as for
subsidiaries. Also for 2009, proved reserves are based on revised SEC definitions.
Oil and gas reserves certain definitions
Unless the context indicates otherwise, the following terms have the meanings shown below:
Proved oil and gas reserves
Proved oil and gas reserves are those quantities of oil and gas,
which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty
to be economically produciblefrom a given date forward, from known reservoirs, and under existing
economic conditions, operating methods, and government
regulationsprior to the time at which
contracts providing the right to operate expire, unless evidence indicates that renewal is
reasonably certain, regardless of whether deterministic or probabilistic methods are used for the
estimation. The project to extract the hydrocarbons must have commenced or the operator must be
reasonably certain that it will commence the project within a reasonable time.
(i) The area of the reservoir considered as proved includes:
(A) The area identified by drilling and limited by fluid contacts, if any, and
(B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be
judged to be continuous with it and to contain economically producible oil or gas on the basis of
available geoscience and engineering data.
(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by
the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering,
or performance data and reliable technology establishes a lower contact with reasonable certainty.
(iii) Where direct observation from well penetrations has defined a highest known oil (HKO)
elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned
in the structurally higher portions of the reservoir only if geoscience, engineering, or
performance data and reliable technology establish the higher contact with reasonable certainty.
(iv) Reserves which can be produced economically through application of improved recovery
techniques (including, but not limited to, fluid injection) are included in the proved
classification when:
(A) Successful testing by a pilot project in an area of the reservoir with properties no more
favorable than in the reservoir as a whole, the operation of an installed program in the reservoir
or an analogous reservoir, or other evidence using reliable technology establishes the reasonable
certainty of the engineering analysis on which the project or program was based; and
(B) The project has been approved for development by all necessary parties and entities,
including governmental entities.
(v) Existing economic conditions include prices and costs at which economic producibility from
a reservoir is to be determined. The price shall be the average price during the 12-month period
prior to the ending date of the period covered by the report, determined as an unweighted
arithmetic average of the first-day-of-the-month price for each month within such period, unless
prices are defined by contractual arrangements, excluding escalations based upon future conditions.
Undeveloped oil and gas reserves
Undeveloped oil and gas reserves are reserves of any category
that are expected to be recovered from new wells on undrilled acreage, or from existing wells where
a relatively major expenditure is required for recompletion.
(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing
areas that are reasonably certain of production when drilled, unless evidence using reliable
technology exists that establishes reasonable certainty of economic producibility at greater
distances.
(ii) Undrilled locations can be classified as having undeveloped reserves only if a development
plan has been adopted indicating that they are scheduled to be drilled within five years, unless
the specific circumstances, justify a longer time.
(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any
acreage for which an application of fluid injection or other improved recovery technique is
contemplated, unless such techniques have been proved effective by actual projects in the same
reservoir or an analogous reservoir, or by other evidence using reliable technology establishing
reasonable certainty.
Developed
oil and gas reserves
Developed oil and gas
reserves are reserves of any category that can be expected to be
recovered:
(i) Through
existing wells with existing equipment and operating methods or in
which the cost of the required equipment is relatively minor compared
to the cost of a new well; and
(ii) Through
installed extraction equipment and infrastructure operational at the
time of the reserves estimate if the extraction is by means not
involving a well.
For details on BPs proved reserves and production
compliance and governance processes, see pages 20 to 22.
183
Table of Contents
Supplementary information on oil and natural gas (unaudited)
Oil and natural gas exploration and production activities
184
Table of Contents
Supplementary information on oil and natural gas (unaudited)
Oil and natural gas exploration and production activities continued
185
Table of Contents
Supplementary information on oil and natural gas (unaudited)
Oil and natural gas exploration and production activities continued
186
Table of Contents
Supplementary information on oil and natural gas (unaudited)
Oil and natural gas exploration and production activities continued
187
Table of Contents
Supplementary information on oil and natural gas (unaudited)
Movements in estimated net proved reserves
188
Table of Contents
Supplementary information on oil and natural gas (unaudited)
Movements in estimated net proved reserves continued
189
Table of Contents
Supplementary information on oil and natural gas (unaudited)
Movements in estimated net proved reserves continued
190
Table of Contents
Supplementary information on oil and natural gas (unaudited)
Movements in estimated net proved reserves continued
191
Table of Contents
Supplementary information on oil and natural gas (unaudited)
Movements in estimated net proved reserves continued
192
Table of Contents
Supplementary information on oil and natural gas (unaudited)
Movements in estimated net proved reserves continued
193
Table of Contents
Supplementary information on oil and natural gas (unaudited)
Standardized measure of discounted future net cash flows and changes therein relating to proved oil and gas reserves
The following tables set out the standardized measure of discounted future net cash flows, and
changes therein, relating to crude oil and natural gas production from the groups estimated proved
reserves. This information is prepared in compliance with FASB Oil and Gas Disclosures
requirements.
Future net cash flows have been prepared on the basis of certain assumptions which may or may
not be realized. These include the timing of future production, the estimation of crude oil and
natural gas reserves and the application of average crude oil and natural gas prices and exchange
rates from the previous 12 months. Furthermore, both proved reserves estimates and production
forecasts are subject to revision as further technical information becomes available and economic
conditions change. BP cautions against relying on the information presented because of the highly
arbitrary nature of the assumptions on which it is based and its lack of comparability with the
historical cost information presented in the financial statements.
The following are the principal sources of change in the standardized measure of discounted
future net cash flows:
194
Table of Contents
Supplementary information on oil and natural gas (unaudited)
Standardized measure of discounted future net cash flows and changes therein relating to proved oil and gas reserves continued
The following are the principal sources of change in the standardized measure of discounted future
net cash flows for subsidiaries:
195
Table of Contents
Supplementary information on oil and natural gas (unaudited)
Operational and statistical information
The following tables present operational and statistical information related to production,
drilling, productive wells and acreage.
Crude oil and natural gas production
The following table shows crude oil and natural gas production for the years ended 31 December
2009, 2008 and 2007.
Production for the yeara
196
Table of Contents
Supplementary information on oil and natural gas (unaudited)
Net oil and gas wells completed or abandoned
The following table shows the number of net productive and dry exploratory and development oil and
natural gas wells completed or abandoned in the years indicated by the group and its
equity-accounted entities. Productive wells include wells in which hydrocarbons were encountered
and the drilling or completion of which, in the case of exploratory wells, has been suspended
pending further drilling or evaluation. A dry well is one found to be incapable of producing
hydrocarbons in sufficient quantities to justify completion.
Drilling and production activities in progress
The following table shows the number of exploratory and development oil and natural gas wells in
the process of being drilled by the group and its equity-accounted entities as at 31 December 2009.
Suspended development wells and long-term suspended exploratory wells are also included in the
table.
197
Table of Contents
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||