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BP PLC Regulatory Filings 2016

Jul 26, 2016

4622_ffr_2016-07-26_9632d5ec-2634-46af-be02-8167b100f94a.zip

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6-K 1 d215223d6k.htm FORM 6-K Form 6-K

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

for the period ended 30 June 2016

Commission File Number 1-06262

BP p.l.c.

(Translation of registrant’s name into English)

1 ST JAMES’S SQUARE, LONDON, SW1Y 4PD, ENGLAND

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NOS. 333-208478 AND 333-208478-01) OF BP CAPITAL MARKETS p.l.c. AND BP p.l.c.; THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-67206) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-79399) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-103924) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-123482) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-123483) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-131583) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-131584) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-132619) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-146868) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-146870) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-146873) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-173136) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-177423) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-179406) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-186462) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-186463) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-199015) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-200794) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-200795) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-207188) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-207189) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-210316) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-210318) OF BP p.l.c., AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Table of Contents

BP p.l.c. and subsidiaries

Form 6-K for the period ended 30 June 2016 (a)

| 1. | Management’s Discussion and Analysis of Financial Condition and Results of
Operations for the period January-June 2016 (b) | 3-11, 31-36 |
| --- | --- | --- |
| 2. | Consolidated Financial Statements including Notes to Consolidated Financial
Statements for the period January-June 2016 | 12-30 |
| 3. | Principal risks and uncertainties | 37 |
| 4. | Legal proceedings | 38-39 |
| 5. | Cautionary statement | 40 |
| 6. | Computation of Ratio of Earnings to Fixed Charges | 41 |
| 7. | Capitalization and Indebtedness | 42 |
| 8. | Signatures | 43 |

(a) In this Form 6-K, references to the first half 2016 and first half 2015 refer to the six-month periods ended 30 June 2016 and 30 June 2015 respectively. References to second quarter 2016 and second quarter 2015 refer to the three-month periods ended 30 June 2016 and 30 June 2015 respectively.

(b) This discussion should be read in conjunction with the consolidated financial statements and related notes provided elsewhere in this Form 6-K and with the information, including the consolidated financial statements and related notes, in BP’s Annual Report on Form 20-F for the year ended 31 December 2015.

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Table of Contents

Group results second quarter and half year 2016

Second quarter 2015 — 62,051 46,442 $ million — Sales and other operating revenues 84,954 117,570
(5,823 ) (1,419 ) Profit (loss) for the period(a) (2,002 ) (3,221 )
(627 ) (1,188 ) Inventory holding (gains) losses* (1,056 ) (1,383 )
184 360 Taxation charge (credit) on inventory holding gains and losses 326 441
(6,266 ) (2,247 ) Replacement cost profit (loss)* (2,732 ) (4,163 )
11,314 5,518 Net (favourable) unfavourable impact of non-operating items* and fair value accounting
effects*, before tax 6,928 11,971
(3,735 ) (2,551 ) Taxation charge (credit) on non-operating items and fair value accounting effects (2,944 ) (3,918 )
1,313 720 Underlying replacement cost profit* 1,252 3,890
(31.83 ) (7.60 ) Profit (loss) per ordinary share (cents) (10.78 ) (17.62 )
(1.91 ) (0.46 ) Profit (loss) per ADS (dollars) (0.65 ) (1.06 )
(34.25 ) (12.03 ) Replacement cost profit (loss) per ordinary share (cents) (14.71 ) (22.77 )
(2.05 ) (0.72 ) Replacement cost profit (loss) per ADS (dollars) (0.88 ) (1.37 )
7.17 3.85 Underlying replacement cost profit per ordinary share (cents) 6.73 21.27
0.43 0.23 Underlying replacement cost profit per ADS (dollars) 0.40 1.28

• BP’s loss for the second quarter and half year was $1,419 million and $2,002 million respectively, compared with a loss of $5,823 million and $3,221 million for the same periods a year ago. Replacement cost (RC) loss for the second quarter was $2,247 million, compared with a loss of $6,266 million a year ago. After adjusting for a net charge for non-operating items of $2,819 million and net unfavourable fair value accounting effects of $148 million (both on a post-tax basis), underlying RC profit for the second quarter was $720 million, compared with $1,313 million for the same period in 2015. For the half year, RC loss was $2,732 million, compared with a loss of $4,163 million a year ago. After adjusting for a net charge for non-operating items of $3,597 million and net unfavourable fair value accounting effects of $387 million (both on a post-tax basis), underlying RC profit for the half year was $1,252 million, compared with $3,890 million for the same period in 2015. The lower result arises mainly due to the impact of lower oil and gas realizations on the Upstream result. Non-operating items include a restructuring charge of $68 million for the quarter and $414 million for the half year. Cumulative restructuring charges from the beginning of the fourth quarter 2014 totalled $1.9 billion by the end of the second quarter 2016.

• All amounts, including finance costs, relating to the Gulf of Mexico oil spill have been treated as non-operating items, with a net pre-tax charge of $5,229 million for the second quarter and $6,146 million for the half year. As announced on 14 July 2016, following significant progress in resolving outstanding claims arising from the 2010 Deepwater Horizon accident and oil spill, a reliable estimate has now been determined for all remaining material liabilities arising from the incident, and a charge has been recorded this quarter. For further information on the Gulf of Mexico oil spill and its consequences see page 11 and Note 2 on page 17. See also Legal proceedings on page 38.

• Net cash provided by operating activities for the second quarter and half year was $3.9 billion and $5.8 billion respectively, compared with $6.3 billion and $8.1 billion for the same periods in 2015.

• Gross debt at 30 June 2016 was $55.7 billion compared with $57.1 billion a year ago. The ratio of gross debt to gross debt plus equity at 30 June 2016 was 37.2%, compared with 34.7% a year ago. Net debt at 30 June 2016 was $30.9 billion, compared with $24.8 billion a year ago. The net debt ratio at 30 June 2016 was 24.7%, compared with 18.8% a year ago. Net debt and the net debt ratio are non-GAAP measures. See page 24 for more information.

• Capital expenditure on an accruals basis for the second quarter was $4.2 billion, of which organic capital expenditure was $3.9 billion, compared with $4.7 billion for the same period in 2015, of which organic capital expenditure was $4.5 billion. For the half year, capital expenditure on an accruals basis was $8.1 billion, of which organic capital expenditure was $7.9 billion, compared with $9.1 billion for the same period in 2015, of which organic capital expenditure was $8.9 billion. See page 31 for further information.

• Disposal proceeds, as per the cash flow statement, were $0.4 billion for the second quarter and $1.6 billion for the half year, compared with $0.5 billion and $2.3 billion for the same periods in 2015. In addition, $0.3 billion was received in the second quarter in relation to the sale of approximately 11.5% from our shareholding in Castrol India Limited.

• BP today announced a quarterly dividend of 10.00 cents per ordinary share ($0.600 per ADS), which is expected to be paid on 16 September 2016. The corresponding amount in sterling will be announced on 6 September 2016. See page 23 for further information.

  • For items marked with an asterisk throughout this document, definitions are provided in the Glossary on page 35.

(a) Profit attributable to BP shareholders.

The commentaries above and following should be read in conjunction with the cautionary statement on page 40.

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Group headlines (continued)

• The effective tax rate (ETR) on the loss for the second quarter and half year was 59% and 54% respectively, compared with 33% and 51% for the same periods in 2015. The ETR on RC loss for the second quarter and half year was 51% and 49% respectively, compared with 33% and 47% for the same periods in 2015. Further to recording a charge for all remaining material liabilities relating to the Gulf of Mexico oil spill, the overall tax position was reviewed and the tax credit for the quarter reflects tax on the charge taken and other positive tax adjustments, all of which have been treated as non-operating items. Adjusting for non-operating items, fair value accounting effects and a one-off adjustment as a result of the reduction in the rate of the UK North Sea supplementary charge in the first quarter 2015, the underlying ETR in the second quarter and half year was 21% and 20% respectively, compared with 35% and 28% for the same periods in 2015. The underlying ETR for the half year is lower than a year ago mainly due to changes in the mix of profits and foreign exchange effects.

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Analysis of RC profit (loss) before interest and tax

and reconciliation to profit (loss) for the period

Second quarter 2015 $ million
RC profit (loss) before interest and tax*
228 (109 ) Upstream (1,314 ) 600
1,628 1,405 Downstream 3,285 3,711
510 246 Rosneft 312 693
(11,202 ) (5,525 ) Other businesses and corporate (a) (6,599 ) (11,833 )
(39 ) (121 ) Consolidation adjustment – UPII* (81 ) (168 )
(8,875 ) (4,104 ) RC profit (loss) before interest and tax (4,397 ) (6,997 )
(364 ) (460 ) Finance costs and net finance expense relating to pensions and other post-retirement
benefits (900 ) (722 )
3,013 2,346 Taxation on a RC basis 2,619 3,645
(40 ) (29 ) Non-controlling interests (54 ) (89 )
(6,266 ) (2,247 ) RC profit (loss) attributable to BP shareholders (2,732 ) (4,163 )
627 1,188 Inventory holding gains (losses) 1,056 1,383
(184 ) (360 ) Taxation (charge) credit on inventory holding gains and losses (326 ) (441 )
(5,823 ) (1,419 ) Profit (loss) for the period attributable to BP shareholders (2,002 ) (3,221 )

(a) Includes costs related to the Gulf of Mexico oil spill. See page 11 and also Note 2 on page 17 for further information on the accounting for the Gulf of Mexico oil spill.

Analysis of underlying RC profit before interest and tax

Second quarter 2015 $ million
Underlying RC profit before interest and tax*
494 29 Upstream (718 ) 1,098
1,867 1,513 Downstream 3,326 4,025
510 246 Rosneft 312 693
(401 ) (376 ) Other businesses and corporate (554 ) (691 )
(39 ) (121 ) Consolidation adjustment – UPII (81 ) (168 )
2,431 1,291 Underlying RC profit before interest and tax 2,285 4,957
(356 ) (337 ) Finance costs and net finance expense relating to pensions and other post-retirement
benefits (654 ) (705 )
(722 ) (205 ) Taxation on an underlying RC basis (325 ) (273 )
(40 ) (29 ) Non-controlling interests (54 ) (89 )
1,313 720 Underlying RC profit attributable to BP shareholders 1,252 3,890

Reconciliations of underlying RC profit or loss to the nearest equivalent IFRS measure are provided on page 3 for the group and on pages 6-11 for the segments.

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Upstream

Second quarter 2015 — 11,036 8,176 $ million — Sales and other operating revenues(a) 15,607 22,666
225 (24 ) Profit (loss) before interest and tax (1,260 ) 615
3 (85 ) Inventory holding (gains) losses* (54 ) (15 )
228 (109 ) RC profit (loss) before interest and tax (1,314 ) 600
266 138 Net (favourable) unfavourable impact of non-operating items* and fair value accounting
effects* 596 498
494 29 Underlying RC profit (loss) before interest and tax*(b) (718 ) 1,098

(a) Includes sales to other segments.

(b) See page 7 for a reconciliation to segment RC profit before interest and tax by region.

Financial results

Sales and other operating revenues for the second quarter and half year were $8 billion and $16 billion respectively, compared with $11 billion and $23 billion for the corresponding periods in 2015. For the second quarter, revenues were lower mainly due to lower realizations and lower gas marketing and trading revenues. For the half year, the reduction was mainly due to lower realizations and lower gas marketing and trading revenues, partially offset by higher volumes.

The replacement cost loss before interest and tax for the second quarter and half year was $109 million and $1,314 million respectively, compared with a profit of $228 million and $600 million for the same periods in 2015. The second quarter and half year included a net non-operating gain of $7 million and a charge of $348 million respectively, compared with a net non-operating charge of $236 million and $478 million for the same periods a year ago. Fair value accounting effects in the second quarter and half year had an unfavourable impact of $145 million and $248 million respectively, compared with an unfavourable impact of $30 million and $20 million in the same periods of 2015.

After adjusting for non-operating items and fair value accounting effects, the underlying replacement cost result before interest and tax for the second quarter and half year was a profit of $29 million and a loss of $718 million respectively, compared with a profit of $494 million and $1,098 million for the same periods in 2015. The result for the second quarter and half year reflected lower liquids and gas realizations partly offset by lower costs reflecting the benefits of simplification and efficiency activities, lower rig cancellation costs, lower exploration write-offs, and lower depreciation, depletion and amortization expense.

Production

Production for the quarter was 2,090mboe/d, 1.0% lower than the second quarter of 2015. Underlying production* for the quarter increased by 1.5% mainly due to lower seasonal turnaround activity. For the first half, production was 2,259mboe/d, 2.3% higher than in the same period of 2015. First-half underlying production was broadly flat compared to first half 2015.

Key events

On 16 May BP announced it has doubled its interest in the Culzean development in the UK Central North Sea to 32%, following its acquisition of an additional interest from JX Nippon.

On 24 May BP and the State Oil Company of the Republic of Azerbaijan signed a memorandum of understanding to jointly explore potential prospects in Block D230 in the North Absheron basin in the Azerbaijan sector of the Caspian Sea.

On 25 May BP announced the start-up of a major water injection project at its Thunder Horse platform in the US Gulf of Mexico. The project will increase recovery of oil and natural gas from one of the field’s three main reservoirs.

On 9 June BP announced a gas discovery from the Baltim SW-1 exploration well in the Baltim South Development lease (BP 50% and Eni 50%, operator) in the East Nile Delta.

On 10 June BP and Det norske oljeselskap announced the creation of Aker BP ASA, an independent oil and gas company. Under the terms of the proposed transaction, the BP Norge and Det norske businesses will combine and be renamed Aker BP ASA which will be independently operated and listed on the Oslo Stock Exchange. Aker BP will be owned by current Det norske shareholder Aker (40%), other Det norske shareholders (30%) and BP (30%).

On 17 June BP and Rosneft signed final binding agreements, subject to regulatory approval, to create a new joint venture, Yermak Neftegaz LLC (Rosneft 51% and BP 49%). The joint venture will conduct onshore exploration within two Areas of Mutual Interest (AMIs) in the West Siberian and Yenisey-Khatanga basins in the Russian Federation, which cover a combined area of about 260,000 square kilometres.

On 20 June BP announced that together with the Egyptian Natural Gas Holding Company (EGAS), it has sanctioned development of the Atoll Phase One project, an early production scheme that will bring gas to the Egyptian domestic market, due to start in the first half of 2018. BP has a 100% interest in the concession.

In July BP, on behalf of Tangguh production-sharing agreement* (PSA) partners, announced the final investment decision has been approved for the development of the Tangguh expansion project in the Papua Barat province of Indonesia. The project will add a third LNG process train (Train 3), two offshore platforms, 13 new production wells, an expanded LNG loading facility, and supporting infrastructure.

This builds on the progress announced in our first-quarter results, which comprised the following: BP acquired interests in exploration licences in the Flemish Pass Basin offshore of Newfoundland, Canada; BP was awarded acreage in Norway at Skarv with partners Statoil, PGNiG and E.ON; BP and Oman Oil signed a heads of agreement with the government of the Sultanate of Oman, in relation to block 61; In Salah Gas, a Sonatrach, BP and Statoil joint venture, started up its Southern Fields project in Algeria; an exploration discovery was announced on the Nooros East prospect in Egypt, by the operator Eni who has tied it back for production; BP signed a framework agreement with Kuwait Petroleum Corporation to enhance

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Upstream

recovery of existing oil and gas resources and explore possible other joint opportunities; BP and China National Petroleum Corporation signed a PSA for shale gas exploration, development and production in China; BP completed evaluation of the Kepler 3 discovery in the Gulf of Mexico with the aim to start production later this year; the Point Thomson project in Alaska, US, began production.

Outlook

Looking ahead, we expect third-quarter reported production to be lower than the second quarter due to seasonal turnaround and maintenance activities and the impact of the plant outage at the Enterprise Pascagoula gas processing plant in the Gulf of Mexico.

The commentary above contains forward-looking statements and should be read in conjunction with the cautionary statement on page 40.

Second quarter 2015 $ million
Underlying RC profit (loss) before interest and tax
(66 ) (305 ) US (972 ) (611 )
560 334 Non-US 254 1,709
494 29 (718 ) 1,098
Non-operating items
(135 ) (57 ) US (220 ) (203 )
(101 ) 64 Non-US (128 ) (275 )
(236 ) 7 (348 ) (478 )
Fair value accounting effects
(55 ) (57 ) US (90 ) (58 )
25 (88 ) Non-US (158 ) 38
(30 ) (145 ) (248 ) (20 )
RC profit (loss) before interest and tax
(256 ) (419 ) US (1,282 ) (872 )
484 310 Non-US (32 ) 1,472
228 (109 ) (1,314 ) 600
Exploration expense
194 48 US 160 272
708 302 Non-US(a) 444 802
902 350 604 1,074
806 260 Of which: Exploration expenditure written off(a) 421 898
Production (net of royalties)(b)
Liquids* (mb/d)
334 401 US 402 362
147 117 Europe 122 130
631 584 Rest of World 731 692
1,111 1,102 1,255 1,184
169 176 Of which equity-accounted entities 173 170
Natural gas (mmcf/d)
1,477 1,666 US 1,634 1,497
281 238 Europe 263 273
4,046 3,829 Rest of World 3,924 4,176
5,805 5,733 5,822 5,945
460 497 Of which equity-accounted entities 482 450
Total hydrocarbons* (mboe/d)
588 688 US 684 621
196 158 Europe 168 177
1,328 1,244 Rest of World 1,408 1,412
2,112 2,090 2,259 2,209
249 262 Of which equity-accounted entities 256 247
Average realizations* (c)
56.69 44.99 Total liquids(d) ($/bbl) 34.63 51.49
3.80 2.66 Natural gas ($/mcf) 2.75 4.12
40.04 30.63 Total hydrocarbons ($/boe) 26.24 38.47

(a) Second quarter and first half 2015 include a $432-million write-off in Libya.

(b) Includes BP’s share of production of equity-accounted entities in the Upstream segment.

(c) Realizations are based on sales by consolidated subsidiaries only – this excludes equity-accounted entities.

(d) Includes condensate, natural gas liquids and bitumen.

Because of rounding, some totals may not agree exactly with the sum of their component parts.

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Downstream

Second — quarter quarter First — half half
2015 2016 $ million 2016 2015
56,737 42,809 Sales and other operating revenues(a) 77,361 106,185
2,234 2,463 Profit (loss) before interest and tax 4,246 5,017
(606 ) (1,058 ) Inventory holding (gains) losses* (961 ) (1,306 )
1,628 1,405 RC profit before interest and tax 3,285 3,711
239 108 Net (favourable) unfavourable impact of non-operating items* and fair value accounting
effects* 41 314
1,867 1,513 Underlying RC profit before interest and tax*(b) 3,326 4,025

(a) Includes sales to other segments.

(b) See page 9 for a reconciliation to segment RC profit before interest and tax by region and by business.

Financial results

Sales and other operating revenues for the second quarter and half year were $43 billion and $77 billion respectively, compared with $57 billion and $106 billion for the corresponding periods in 2015. The reduction in the second quarter and half year was mainly due to lower oil prices, partially offset by higher sales volumes.

The replacement cost profit before interest and tax for the second quarter and first half was $1,405 million and $3,285 million respectively, compared with $1,628 million and $3,711 million for the same periods in 2015.

The 2016 results include a net non-operating charge of $37 million for the second quarter and a net non-operating gain of $249 million for the half year, compared with a net non-operating charge of $122 million and $85 million for the same periods in 2015 (see pages 9 and 32 for further information on non-operating items). Fair value accounting effects had unfavourable impacts of $71 million for the second quarter and $290 million for the half year, compared with unfavourable impacts of $117 million and $229 million in the same periods of 2015.

After adjusting for non-operating items and fair value accounting effects, the underlying replacement cost profit before interest and tax for the second quarter and half year was $1,513 million and $3,326 million respectively, compared with $1,867 million and $4,025 million for the same periods in 2015.

Replacement cost profit before interest and tax for the fuels, lubricants and petrochemicals businesses is set out on page 9.

Fuels business

The fuels business reported an underlying replacement cost profit before interest and tax of $1,011 million for the second quarter and $2,327 million for the half year, compared with $1,394 million and $3,190 million for the same periods in 2015. The results for the quarter and half year reflect a significantly weaker refining environment, partially offset by lower costs from simplification and efficiency programmes, increased fuels marketing performance and strong refining operations. The half-year result was also impacted by a lower contribution from supply and trading, particularly in the first quarter.

During the first quarter of 2016 we completed the divestment of several non-strategic midstream assets in the US and Europe.

Lubricants business

The lubricants business reported an underlying replacement cost profit before interest and tax of $412 million for the quarter and $796 million for the half year, compared with $397 million and $742 million for the same periods in 2015. The quarter and half-year results reflect continued strong performance in growth markets and premium brands and lower costs from simplification and efficiency programmes. These factors contributed to a growth of more than 10% in the half-year underlying replacement cost profit before interest and tax, which was partially offset by adverse foreign exchange impacts.

During the second quarter of 2016 we sold approximately 11.5% from our 71% shareholding in Castrol India Limited.

Petrochemicals business

The petrochemicals business reported an underlying replacement cost profit before interest and tax of $90 million for the second quarter and $203 million for the half year, compared with $76 million and $93 million for the same periods in 2015. The result for the half year reflects stronger operations and margin optimization in a petrochemicals environment similar to the same period in 2015.

During the first quarter of 2016 we completed the sale of our Decatur petrochemicals complex in Alabama, US.

Outlook

In the third quarter we expect turnaround activity to remain high, at a similar level to the second quarter, and that industry refining margins will continue to be under significant pressure.

The commentary above contains forward-looking statements and should be read in conjunction with the cautionary statement on page 40.

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Downstream

Second — quarter quarter First — half half
2015 2016 $ million 2016 2015
Underlying RC profit before interest and tax - by region
576 386 US 926 1,237
1,291 1,127 Non-US 2,400 2,788
1,867 1,513 3,326 4,025
Non-operating items
63 17 US 130 59
(185 ) (54 ) Non-US 119 (144 )
(122 ) (37 ) 249 (85 )
Fair value accounting effects
(48 ) (78 ) US (165 ) (175 )
(69 ) 7 Non-US (125 ) (54 )
(117 ) (71 ) (290 ) (229 )
RC profit before interest and tax
591 325 US 891 1,121
1,037 1,080 Non-US 2,394 2,590
1,628 1,405 3,285 3,711
Underlying RC profit before interest and tax - by
business (a)(b)
1,394 1,011 Fuels 2,327 3,190
397 412 Lubricants 796 742
76 90 Petrochemicals 203 93
1,867 1,513 3,326 4,025
Non-operating items and fair value accounting effects (c)
(152 ) (93 ) Fuels (38 ) (212 )
(87 ) (3 ) Lubricants (4 ) (101 )
— (12 ) Petrochemicals 1 (1 )
(239 ) (108 ) (41 ) (314 )
RC profit before interest and tax (a)(b)
1,242 918 Fuels 2,289 2,978
310 409 Lubricants 792 641
76 78 Petrochemicals 204 92
1,628 1,405 3,285 3,711
19.4 13.8 BP average refining marker margin (RMM) * ($/bbl) 12.2 17.3
Refinery throughputs (mb/d)
622 668 US 683 623
810 805 Europe 806 807
224 231 Rest of World 235 274
1,656 1,704 1,724 1,704
94.0 95.7 Refining availability* (%) 95.3 94.1
Marketing sales of refined products (mb/d)
1,145 1,115 US 1,093 1,122
1,160 1,170 Europe 1,157 1,167
465 515 Rest of World(d) 502 479
2,770 2,800 2,752 2,768
2,753 2,875 Trading/supply sales of refined products(d) 2,843 2,706
5,523 5,675 Total sales volumes of refined products 5,595 5,474
Petrochemicals production (kte)
946 558 US 1,454 1,851
852 909 Europe 1,901 1,824
1,898 1,967 Rest of World 3,876 3,561
3,696 3,434 7,231 7,236

(a) Segment-level overhead expenses are included in the fuels business result.

(b) BP’s share of income from petrochemicals at our Gelsenkirchen and Mülheim sites in Germany is reported in the fuels business.

(c) For Downstream, fair value accounting effects arise solely in the fuels business.

(d) Comparative periods in 2015 include a minor reclassification between Marketing sales in Rest of World and Trading/supply sales of refined products.

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Rosneft

Second — quarter quarter First — half half
2015 2016(a) $ million 2016(a) 2015
534 291 Profit before interest and tax(b) 353 755
(24 ) (45 ) Inventory holding (gains) losses* (41 ) (62 )
510 246 RC profit before interest and tax 312 693
— — Net charge (credit) for non-operating items* — —
510 246 Underlying RC profit before interest and tax* 312 693

Replacement cost profit before interest and tax and underlying replacement cost profit before interest and tax for the second quarter and half year was $246 million and $312 million respectively, compared with $510 million and $693 million for the same periods in 2015. There were no non-operating items in the second quarter and half year of either year.

Compared with the same period last year, the result for the second quarter was primarily affected by lower oil prices. For the half year, the result was primarily affected by lower oil prices, partially offset by favourable foreign exchange effects.

BP’s two nominees, Bob Dudley and Guillermo Quintero, were re-elected to Rosneft’s board by the annual general meeting (AGM) on 15 June. The AGM also adopted a resolution to pay dividends of 11.75 roubles per ordinary share. BP expects to receive a dividend in relation to the 2015 annual results of approximately $335 million, after the deduction of withholding tax and subject to fluctuations in foreign exchange.

Second quarter 2015
Production (net of royalties) (BP share)
815 812 Liquids* (mb/d) 810 815
1,172 1,266 Natural gas (mmcf/d) 1,274 1,198
1,017 1,030 Total hydrocarbons* (mboe/d) 1,029 1,022

(a) The operational and financial information of the Rosneft segment for the second quarter and first half of the year is based on preliminary operational and financial results of Rosneft for the six months ended 30 June 2016. Actual results may differ from these amounts.

(b) The Rosneft segment result includes equity-accounted earnings arising from BP’s 19.75% shareholding in Rosneft as adjusted for the accounting required under IFRS relating to BP’s purchase of its interest in Rosneft and the amortization of the deferred gain relating to the disposal of BP’s interest in TNK-BP. These adjustments have increased the reported profit before interest and tax for the second quarter and first half 2016, as shown in the table above, compared with the equivalent amount in Russian roubles that we expect Rosneft to report in its own financial statements under IFRS. BP’s share of Rosneft’s profit before interest and tax for each year-to-date period is calculated by translating the amounts reported in Russian roubles into US dollars using the average exchange rate for the year to date. BP’s share of Rosneft’s earnings after finance costs, taxation and non-controlling interests, as adjusted, is included in the BP group income statement within profit before interest and taxation.

The commentary above contains forward-looking statements and should be read in conjunction with the cautionary statement on page 40.

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Other businesses and corporate

Second — quarter quarter First — half half
2015 2016 $ million 2016 2015
512 422 Sales and other operating revenues(a) 818 940
Profit (loss) before interest and tax
(10,747 ) (5,106 ) Gulf of Mexico oil spill (5,900 ) (11,070 )
(455 ) (419 ) Other (699 ) (763 )
(11,202 ) (5,525 ) Profit (loss) before interest and tax (6,599 ) (11,833 )
— — Inventory holding (gains) losses* — —
(11,202 ) (5,525 ) RC profit (loss) before interest and tax (6,599 ) (11,833 )
Net charge (credit) for non-operating items*
10,747 5,106 Gulf of Mexico oil spill 5,900 11,070
54 43 Other 145 72
10,801 5,149 Net charge (credit) for non-operating items 6,045 11,142
(401 ) (376 ) Underlying RC profit (loss) before interest and tax* (554 ) (691 )
Underlying RC profit (loss) before interest and tax
(144 ) (109 ) US (219 ) (206 )
(257 ) (267 ) Non-US (335 ) (485 )
(401 ) (376 ) (554 ) (691 )
Non-operating items
(10,757 ) (5,136 ) US (5,984 ) (11,081 )
(44 ) (13 ) Non-US (61 ) (61 )
(10,801 ) (5,149 ) (6,045 ) (11,142 )
RC profit (loss) before interest and tax
(10,901 ) (5,245 ) US (6,203 ) (11,287 )
(301 ) (280 ) Non-US (396 ) (546 )
(11,202 ) (5,525 ) (6,599 ) (11,833 )

(a) Includes sales to other segments.

Other businesses and corporate comprises biofuels and wind businesses, shipping, treasury (which includes interest income on the group’s cash and cash equivalents), corporate activities including centralized functions, and the costs of the Gulf of Mexico oil spill.

Financial results

The replacement cost loss before interest and tax for the second quarter and half year was $5,525 million and $6,599 million respectively, compared with $11,202 million and $11,833 million for the same periods in 2015.

The second-quarter result included a net non-operating charge of $5,149 million, primarily relating to costs for the Gulf of Mexico oil spill, compared with a net charge of $10,801 million a year ago. Following significant progress in resolving outstanding claims, a reliable estimate has now been determined for all remaining material liabilities associated with the incident. The second-quarter charge reflects the recognition of additional provisions for these claims, including the cost of all remaining business economic loss claims under the 2012 Plaintiffs’ Steering Committee (PSC) settlement and the cost of resolving economic loss and property damage claims from individuals and businesses that either opted out of the PSC settlement and/or were excluded from that settlement. The second-quarter 2015 charge reflected a $9.8-billion charge associated with the settlement agreements signed in July 2015. For further information see Note 2 on page 17. For the half year, the net non-operating charge was $6,045 million, compared with a net non-operating charge of $11,142 million a year ago.

After adjusting for non-operating items, the underlying replacement cost loss before interest and tax for the second quarter and half year was $376 million and $554 million respectively, compared with $401 million and $691 million for the same periods in 2015. The half-year result reflects lower corporate costs and favourable foreign exchange impacts.

Gulf of Mexico oil spill

As previously disclosed, on 4 April 2016 the federal district court approved the Consent Decree between the United States, the Gulf states and BP which resolves all United States and Gulf states’ natural resource damages claims and Clean Water Act penalty claims, and certain other claims.

For further information see Note 2 on page 17 and Legal proceedings on page 38.

Biofuels

The net ethanol-equivalent production (which includes ethanol and sugar) for the second quarter was 283 million litres, compared with 247 million litres for the same period 2015.

Wind

Net wind generation capacity*(a) was 1,477MW at 30 June 2016 compared with 1,588MW at 30 June 2015. BP’s net share of wind generation for the second quarter and half year was 1,060GWh and 2,407GWh respectively, compared with 1,150GWh and 2,277GWh for the same periods in 2015.

(a) Capacity figures include 23MW in the Netherlands managed by our Downstream segment at 30 June 2016, and 32MW at 30 June 2015.

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Financial statements

Group income statement

Second — quarter quarter First — half half
2015 2016 $ million 2016 2015
62,051 46,442 Sales and other operating revenues (Note 5) 84,954 117,570
156 274 Earnings from joint ventures – after interest and tax 303 260
670 380 Earnings from associates – after interest and tax 522 1,032
195 101 Interest and other income 246 315
133 79 Gains on sale of businesses and fixed assets 417 271
63,205 47,276 Total revenues and other income 86,442 119,448
46,153 32,752 Purchases 59,355 85,412
17,185 10,446 Production and manufacturing expenses(a) 16,965 24,185
173 258 Production and similar taxes (Note 6) 272 535
3,765 3,637 Depreciation, depletion and amortization 7,367 7,601
286 52 Impairment and losses on sale of businesses and fixed assets 65 483
902 350 Exploration expense 604 1,074
2,989 2,697 Distribution and administration expenses 5,155 5,772
(8,248 ) (2,916 ) Profit (loss) before interest and taxation (3,341 ) (5,614 )
289 414 Finance costs(a) 808 570
75 46 Net finance expense relating to pensions and other post-retirement benefits 92 152
(8,612 ) (3,376 ) Profit (loss) before taxation (4,241 ) (6,336 )
(2,829 ) (1,986 ) Taxation(a) (2,293 ) (3,204 )
(5,783 ) (1,390 ) Profit (loss) for the period (1,948 ) (3,132 )
Attributable to
(5,823 ) (1,419 ) BP shareholders (2,002 ) (3,221 )
40 29 Non-controlling interests 54 89
(5,783 ) (1,390 ) (1,948 ) (3,132 )
Earnings per share (Note 7)
Profit (loss) for the period attributable to
BP shareholders
Per ordinary share (cents)
(31.83 ) (7.60 ) Basic (10.78 ) (17.62 )
(31.83 ) (7.60 ) Diluted (10.78 ) (17.62 )
Per ADS (dollars)
(1.91 ) (0.46 ) Basic (0.65 ) (1.06 )
(1.91 ) (0.46 ) Diluted (0.65 ) (1.06 )

(a) See Note 2 for information on the impact of the Gulf of Mexico oil spill on these income statement line items.

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Financial statements (continued)

Group statement of comprehensive income

Second — quarter quarter First — half half
2015 2016 $ million 2016 2015
(5,783 ) (1,390 ) Profit (loss) for the period (1,948 ) (3,132 )
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
698 (35 ) Currency translation differences 839 (914 )
Exchange gains (losses) on translation of foreign operations reclassified to gain or loss on
sale of
16 — businesses and fixed assets 6 16
1 — Available-for-sale investments — 1
128 (289 ) Cash flow hedges marked to market (351 ) (84 )
81 16 Cash flow hedges reclassified to the income statement 39 155
4 6 Cash flow hedges reclassified to the balance sheet 19 9
329 197 Share of items relating to equity-accounted entities, net of tax 487 249
(92 ) 80 Income tax relating to items that may be reclassified (6 ) 32
1,165 (25 ) 1,033 (536 )
Items that will not be reclassified to profit or loss
2,688 (1,763 ) Remeasurements of the net pension and other post-retirement benefit liability or asset (2,985 ) 2,120
(754 ) 592 Income tax relating to items that will not be reclassified 994 (596 )
1,934 (1,171 ) (1,991 ) 1,524
3,099 (1,196 ) Other comprehensive income (958 ) 988
(2,684 ) (2,586 ) Total comprehensive income (2,906 ) (2,144 )
Attributable to
(2,732 ) (2,604 ) BP shareholders (2,955 ) (2,219 )
48 18 Non-controlling interests 49 75
(2,684 ) (2,586 ) (2,906 ) (2,144 )

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Financial statements (continued)

Group statement of changes in equity

$ million — At 1 January 2016 BP shareholders’ equity — 97,216 1,171 98,387
Total comprehensive income (2,955 ) 49 (2,906 )
Dividends (2,268 ) (52 ) (2,320 )
Share-based payments, net of tax 447 — 447
Share of equity-accounted entities’ change in equity, net of tax 65 — 65
Transactions involving non-controlling interests 221 214 435
At 30 June 2016 92,726 1,382 94,108
$ million BP shareholders’ equity Non-controlling interests Total equity
At 1 January 2015 111,441 1,201 112,642
Total comprehensive income (2,219 ) 75 (2,144 )
Dividends (3,400 ) (42 ) (3,442 )
Share-based payments, net of tax 300 — 300
Share of equity-accounted entities’ change in equity, net of tax (3 ) — (3 )
Transactions involving non-controlling interests — (2 ) (2 )
At 30 June 2015 106,119 1,232 107,351

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Financial statements (continued)

Group balance sheet

30 June 31 December
$ million 2016 2015
Non-current assets
Property, plant and equipment 125,946 129,758
Goodwill 11,288 11,627
Intangible assets 18,444 18,660
Investments in joint ventures 8,324 8,412
Investments in associates 11,221 9,422
Other investments 1,002 1,002
Fixed assets 176,225 178,881
Loans 500 529
Trade and other receivables 2,193 2,216
Derivative financial instruments 5,286 4,409
Prepayments 1,020 1,003
Deferred tax assets 4,573 1,545
Defined benefit pension plan surpluses 774 2,647
190,571 191,230
Current assets
Loans 242 272
Inventories 16,398 14,142
Trade and other receivables 22,672 22,323
Derivative financial instruments 2,934 4,242
Prepayments 1,941 1,838
Current tax receivable 374 599
Other investments 107 219
Cash and cash equivalents 23,517 26,389
68,185 70,024
Assets classified as held for sale (Note 3) 4,380 578
72,565 70,602
Total assets 263,136 261,832
Current liabilities
Trade and other payables 36,561 31,949
Derivative financial instruments 2,139 3,239
Accruals 4,918 6,261
Finance debt 5,120 6,944
Current tax payable 1,310 1,080
Provisions 5,637 5,154
55,685 54,627
Liabilities directly associated with assets classified as held for sale (Note 3) 2,525 97
58,210 54,724
Non-current liabilities
Other payables 13,870 2,910
Derivative financial instruments 4,268 4,283
Accruals 502 890
Finance debt 50,607 46,224
Deferred tax liabilities 7,797 9,599
Provisions 23,693 35,960
Defined benefit pension plan and other post-retirement benefit plan deficits 10,081 8,855
110,818 108,721
Total liabilities 169,028 163,445
Net assets 94,108 98,387
Equity
BP shareholders’ equity 92,726 97,216
Non-controlling interests 1,382 1,171
Total equity 94,108 98,387

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Financial statements (continued)

Condensed group cash flow statement

Second quarter 2015 $ million
Operating activities
(8,612 ) (3,376 ) Profit (loss) before taxation (4,241 ) (6,336 )
Adjustments to reconcile profit (loss) before taxation to net cash provided by operating
activities
4,571 3,897 Depreciation, depletion and amortization and exploration expenditure written off 7,788 8,499
153 (27 ) Impairment and (gain) loss on sale of businesses and fixed assets (352 ) 212
(654 ) (485 ) Earnings from equity-accounted entities, less dividends received (509 ) (930 )
13 113 Net charge for interest and other finance expense less net interest paid 281 142
255 204 Share-based payments 463 17
(30 ) (56 ) Net operating charge for pensions and other post-retirement benefits, less contributions and
benefit payments for unfunded plans (24 ) (87 )
10,700 4,565 Net charge for provisions, less payments 5,300 11,088
492 (863 ) Movements in inventories and other current and non-current assets and liabilities (2,590 ) (3,366 )
(602 ) (89 ) Income taxes paid (361 ) (1,095 )
6,286 3,883 Net cash provided by operating activities 5,755 8,144
Investing activities
(4,529 ) (4,283 ) Capital expenditure (8,664 ) (9,165 )
(54 ) (8 ) Investment in joint ventures (12 ) (123 )
(218 ) (196 ) Investment in associates (289 ) (305 )
308 153 Proceeds from disposal of fixed assets 391 961
224 291 Proceeds from disposal of businesses, net of cash disposed 1,202 1,311
45 6 Proceeds from loan repayments 52 48
(4,224 ) (4,037 ) Net cash used in investing activities (7,320 ) (7,273 )
Financing activities
83 2,710 Proceeds from long-term financing 5,448 7,871
(542 ) (1,318 ) Repayments of long-term financing (4,877 ) (2,849 )
(13 ) 300 Net increase (decrease) in short-term debt 188 712
— 368 Net increase (decrease) in non-controlling interests 438 —
(1,691 ) (1,169 ) Dividends paid
– BP shareholders (2,268 ) (3,400 )
(30 ) (43 ) –
non-controlling interests (52 ) (42 )
(2,193 ) 848 Net cash provided by (used in) financing activities (1,123 ) 2,292
286 (226 ) Currency translation differences relating to cash and cash equivalents (184 ) (337 )
155 468 Increase (decrease) in cash and cash equivalents (2,872 ) 2,826
32,434 23,049 Cash and cash equivalents at beginning of period 26,389 29,763
32,589 23,517 Cash and cash equivalents at end of period 23,517 32,589

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Financial statements (continued)

Notes

  1. Basis of preparation

The interim financial information included in this report has been prepared in accordance with IAS 34 ‘Interim Financial Reporting’.

The results for the interim periods are unaudited and, in the opinion of management, include all adjustments necessary for a fair presentation of the results for each period. All such adjustments are of a normal recurring nature. This report should be read in conjunction with the consolidated financial statements and related notes for the year ended 31 December 2015 included in the BP Annual Report and Form 20-F 2015 .

The directors have made an assessment of the group’s ability to continue as a going concern and consider it appropriate to adopt the going concern basis of accounting in preparing these interim financial statements.

BP prepares its consolidated financial statements included within BP Annual Report and Form 20-F on the basis of International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), IFRS as adopted by the European Union (EU) and in accordance with the provisions of the UK Companies Act 2006. IFRS as adopted by the EU differs in certain respects from IFRS as issued by the IASB. The differences have no impact on the group’s consolidated financial statements for the periods presented.

The financial information presented herein has been prepared in accordance with the accounting policies expected to be used in preparing BP Annual Report and Form 20-F 2016 , which do not differ significantly from those used in BP Annual Report and Form 20-F 2015 .

In BP Annual Report and Form 20-F 2015 we disclosed a significant estimate or judgement relating to provisions arising from the Gulf of Mexico oil spill in 2010. At that time, no reliable estimate could be made of any business economic loss (BEL) claims under the Plaintiffs’ Steering Committee (PSC) settlement that were not yet processed or processed but not yet paid, except where an eligibility notice had been issued and was not subject to appeal by BP within the Deepwater Horizon Court Supervised Settlement Program claims facility (DHCSSP). A reliable estimate could also not be made in relation to securities-related litigation and other litigation, including economic loss and property damage claims from parties excluded from and/or who opted out of the PSC settlement. No amounts were provided for these items and they were disclosed as contingent liabilities.

As a result of developments during the second quarter of 2016 sufficient information now exists in order to make a reliable estimate of the amounts that BP will pay relating to all outstanding BEL claims under the DHCSSP, securities class actions and economic loss and property damage claims from parties who were excluded from and/or opted out of the PSC settlement. Liabilities have therefore been recognized in the financial statements for these items. See Note 2 for further information.

  1. Gulf of Mexico oil spill

(a) Overview

The information presented in this note should be read in conjunction with BP Annual Report and Form 20-F 2015 – Financial statements – Note 2 and Legal proceedings on page 237 and on page 38 of this report.

Following significant progress in resolving outstanding claims arising from the 2010 Deepwater Horizon accident and oil spill, a reliable estimate has now been determined for all remaining material liabilities arising from the incident, and an additional charge has been recorded this quarter.

The group income statement includes a pre-tax charge of $5,229 million for the second quarter and $6,146 million for the first half 2016 in relation to the Gulf of Mexico oil spill. The cumulative pre-tax income statement charge since the incident, in April 2010, amounts to $61,597 million. It is now possible to reliably estimate the cost of resolving all outstanding business economic loss claims under the Plaintiffs’ Steering Committee (PSC) settlement and the cost of resolving economic loss and property damage claims from individuals and businesses that either opted out of the PSC settlement and/or were excluded from that settlement. The second-quarter increase in provisions of $4,935 million is primarily attributable to the recognition of additional provisions for these claims. The remainder of the income statement charge for the second quarter relates predominantly to the cost of the securities claims settlement with the certified class of post-explosion ADS purchasers, which was agreed in June 2016 and recognized in Other payables, and finance costs relating to the unwinding of discounting effects. The charge for the half year also includes charges recorded in the first quarter for increases in provisions for certain business economic loss claims under the PSC settlement and the settlement of certain civil claims outside of the PSC settlement and additional finance costs.

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Financial statements (continued)

Notes

  1. Gulf of Mexico oil spill (continued)

The amounts set out below reflect the impacts on the financial statements of the Gulf of Mexico oil spill for the periods presented. The income statement, balance sheet and cash flow statement impacts are included within the relevant line items in those statements as set out below.

Second quarter 2015 $ million
Income statement
10,747 5,106 Production and manufacturing expenses 5,900 11,070
(10,747) (5,106 ) Profit (loss) before interest and taxation (5,900 ) (11,070 )
8 123 Finance costs 246 17
(10,755) (5,229 ) Profit (loss) before taxation (6,146 ) (11,087 )
3,601 2,533 Taxation 2,784 3,713
(7,154) (2,696 ) Profit (loss) for the period (3,362 ) (7,374 )

Further to recording a charge for all remaining material liabilities relating to the Gulf of Mexico oil spill, the overall tax position was reviewed and the tax credit for the quarter reflects tax on the charge taken and other positive tax adjustments.

$ million 30 June — 2016 2015
Balance sheet
Current assets
Trade and other receivables 359 686
Prepayments 5 —
Current liabilities
Trade and other payables (2,813 ) (693 )
Accruals — (40 )
Provisions (3,427 ) (3,076 )
Net current assets (liabilities) (5,876 ) (3,123 )
Non-current assets
Deferred tax assets 7,771 —
Non-current liabilities
Other payables (13,268 ) (2,057 )
Accruals — (186 )
Provisions (3,063 ) (13,431 )
Deferred tax — 5,200
Net non-current assets (liabilities) (8,560 ) (10,474 )
Net assets (liabilities) (14,436 ) (13,597 )

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Financial statements (continued)

Notes

  1. Gulf of Mexico oil spill (continued)
Second quarter 2015 $ million
Cash flow statement - Operating activities
(10,755) (5,229 ) Profit (loss) before taxation (6,146 ) (11,087 )
Adjustments to reconcile profit (loss) before
taxation to net cash provided by
operating activities
8 123 Net charge for interest and other finance expense, less net interest paid 246 17
10,607 4,466 Net charge for provisions, less payments 5,223 10,834
34 (971 ) Movements in inventories and other current and non-current assets and liabilities (2,059 ) (561 )
(106) (1,611 ) Pre-tax cash flows (2,736 ) (797 )

Net cash from operating activities relating to the Gulf of Mexico oil spill, on a post-tax basis, amounted to an outflow of $1,398 million and an outflow of $2,523 million in the second quarter and first half of 2016 respectively. For the same periods in 2015, the amounts were an outflow of $106 million and an outflow of $797 million respectively.

Trust fund

During the first half of 2016, the remaining cash in the Deepwater Horizon Oil Spill Trust (the Trust) was exhausted and BP commenced paying claims and other costs previously funded from the Trust. For certain costs, these payments are made by BP into a qualified settlement fund, the fund then distributes the amounts to the claimant; $860 million was paid into a qualified settlement fund during the second quarter ($1,399 million during the first half).

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Financial statements (continued)

Notes

  1. Gulf of Mexico oil spill (continued)

(b) Provisions and contingent liabilities

Provisions

BP had recorded provisions relating to the Gulf of Mexico oil spill in relation to environmental expenditure, litigation and claims, and Clean Water Act penalties. Movements in the second quarter, all of which relate to litigation and claims provisions, are presented in the table below.

$ million — At 1 April 2016 2,869
Net increase (decrease) in provision 4,935
Utilization – paid by BP (469 )
– paid by settlement fund or Trust (845 )
At 30 June 2016 6,490
Of which – current 3,427
– non-current 3,063

Movements in each class of provision during the first half are presented in the table below.

$ million — At 1 January 2016 5,919 6,459 4,129 16,507
Net increase (decrease) in provision — 5,715 — 5,715
Unwinding of discount 52 25 38 115
Reclassified to Other payables (5,970 ) (3,741 ) (4,167 ) (13,878 )
Utilization – paid by BP (1 ) (491 ) — (492 )
– paid by settlement fund or
Trust — (1,477 ) — (1,477 )
At 30 June 2016 — 6,490 — 6,490

Environmental

The environmental provisions relating to natural resource damage costs and the early restoration framework agreement were reclassified to Other payables during the first quarter following approval by the Court in April 2016 of the Consent Decree between the United States, the Gulf states and BP. Remaining amounts related to early restoration were paid during the second quarter.

Litigation and claims

The litigation and claims provision includes amounts for the future cost of resolving claims by individuals and businesses for damage to real or personal property, lost profits or impairment of earning capacity and loss of subsistence use of natural resources. Claims administration costs and legal costs have also been provided for.

At 31 December 2015, the litigation and claims provision included amounts provided under the state claims settlement agreement with the Gulf states in relation to state claims that had not yet been paid. These amounts were reclassified to Other payables during the first quarter and are payable over 18 years; $0.9 billion was paid in July 2016.

Litigation and claims – PSC settlement

BP has provided for its best estimate of the cost associated with the 2012 PSC settlement.

Prior to the second quarter of 2016, no reliable estimate could be made of any business economic loss claims not yet processed or processed but not yet paid, except where an eligibility notice had been issued and was not subject to appeal by BP within the DHCSSP.

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Financial statements (continued)

Notes

  1. Gulf of Mexico oil spill (continued)

The DHCSSP continues to process business economic loss claims and, for certain lower-value claims, simplified processing procedures have been implemented by the DHCSSP. In recent quarters the pace of processing claims has accelerated and, by the end of the second quarter, over three quarters of the total claims had been determined. Furthermore, the number of claims that had been processed using specialized frameworks for particular industry groups, that include the application of the revised policy for matching revenue and expenses, had increased significantly. Additional insight has also been obtained into the population of undetermined claims, including the industry groupings they fall within, which enhances BP’s understanding of the claims yet to be determined. The combination of these factors provides sufficient information to reliably estimate the liability for the remaining business economic loss claims. Accordingly, a provision has been established for these items as at 30 June 2016. Amounts to settle these claims are expected to be paid by 2019.

The provision has been determined based upon an expected value of the remaining business economic loss claims. Claims are determined by the DHCSSP in accordance with the PSC settlement agreement. The amounts ultimately payable may differ from the amount provided.

Litigation and claims – Other claims

During the second quarter, significant progress was also made in resolving economic loss and property damage claims from individuals and businesses that either opted out of the PSC settlement and/or were excluded from that settlement. On 14 July 2016 the federal district court issued an order, details of which are described in Legal proceedings on page 38. Following this court order, the vast majority of these claims have now been either resolved or dismissed. Therefore, an estimate of the cost of the remaining claims, most of which is expected to be paid by the end of 2016, is also recognized in provisions.

Clean Water Act penalties

The provision previously recognized for penalties under Section 311 of the Clean Water Act, as determined by the civil settlement with the United States, was reclassified to Other payables during the first quarter following approval by the Court of the Consent Decree. The amount is payable in instalments over 15 years, commencing April 2017. The unpaid balance of this penalty accrues interest at a fixed rate.

Further information on provisions is provided in BP Annual Report and Form 20-F 2015 – Financial statements – Note 2.

Contingent liabilities

Any further outstanding Deepwater Horizon related claims are not expected to have a material impact on the group’s financial performance.

  1. Non-current assets held for sale

On 15 January 2016 BP and Rosneft announced that they had signed definitive agreements to dissolve the German refining joint operation Ruhr Oel GmbH (ROG). The restructuring, which is expected to be completed in 2016, will result in Rosneft taking ownership of ROG’s interests in the Bayernoil, MiRO Karlsruhe and PCK Schwedt refineries. In exchange, BP will take sole ownership of the Gelsenkirchen refinery and the solvent production facility DHC Solvent Chemie. Assets and associated liabilities relating to BP’s share of ROG’s interests in the Bayernoil, MiRO Karlsruhe and PCK Schwedt refineries are classified as held for sale in the group balance sheet.

On 10 June 2016 BP and Det norske oljeselskap announced the creation of Aker BP ASA, an independent oil and gas company. Under the terms of the proposed transaction, which is expected to be completed in 2016, the BP Norge AS and Det norske businesses will combine and be renamed Aker BP ASA. The transaction will result in Aker BP ASA being owned by current Det norske shareholder Aker (40%), other Det norske shareholders (30%) and BP (30%). Assets and associated liabilities relating to BP Norge AS are classified as held for sale in the group balance sheet at 30 June 2016.

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Financial statements (continued)

Notes

  1. Analysis of replacement cost profit (loss) before interest and tax and reconciliation to profit (loss) before taxation
Second quarter 2015 — 228 (109 ) $ million — Upstream (1,314 ) 600
1,628 1,405 Downstream 3,285 3,711
510 246 Rosneft 312 693
(11,202 ) (5,525 ) Other businesses and corporate(a) (6,599 ) (11,833 )
(8,836 ) (3,983 ) (4,316 ) (6,829 )
(39 ) (121 ) Consolidation adjustment – UPII* (81 ) (168 )
(8,875 ) (4,104 ) RC profit (loss) before interest and tax* (4,397 ) (6,997 )
Inventory holding gains (losses)*
(3 ) 85 Upstream 54 15
606 1,058 Downstream 961 1,306
24 45 Rosneft (net of tax) 41 62
(8,248 ) (2,916 ) Profit (loss) before interest and tax (3,341 ) (5,614 )
289 414 Finance costs 808 570
75 46 Net finance expense relating to pensions and other post-retirement benefits 92 152
(8,612 ) (3,376 ) Profit (loss) before taxation (4,241 ) (6,336 )
RC profit (loss) before interest and tax
(10,641 ) (5,394 ) US (6,650 ) (11,138 )
1,766 1,290 Non-US 2,253 4,141
(8,875 ) (4,104 ) (4,397 ) (6,997 )

(a) Includes costs related to the Gulf of Mexico oil spill. See Note 2 for further information.

  1. Sales and other operating revenues
Second quarter 2015 $ million
By segment
11,036 8,176 Upstream 15,607 22,666
56,737 42,809 Downstream 77,361 106,185
512 422 Other businesses and corporate 818 940
68,285 51,407 93,786 129,791
Less: sales and other operating revenues between segments
5,590 4,301 Upstream 7,934 11,153
402 475 Downstream 593 578
242 189 Other businesses and corporate 305 490
6,234 4,965 8,832 12,221
Third party sales and other operating revenues
5,446 3,875 Upstream 7,673 11,513
56,335 42,334 Downstream 76,768 105,607
270 233 Other businesses and corporate 513 450
62,051 46,442 Total sales and other operating revenues 84,954 117,570
By geographical area
21,824 17,701 US 31,277 40,665
44,535 32,482 Non-US 59,628 84,546
66,359 50,183 90,905 125,211
4,308 3,741 Less: sales and other operating revenues between areas 5,951 7,641
62,051 46,442 84,954 117,570

22

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Financial statements (continued)

Notes

  1. Production and similar taxes
Second quarter 2015 — 33 67 $ million — US 85 67
140 191 Non-US 187 468
173 258 272 535
  1. Earnings per share and shares in issue

Basic earnings per ordinary share (EpS) amounts are calculated by dividing the profit for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

The calculation of EpS is performed separately for each discrete quarterly period, and for the year-to-date period. As a result, the sum of the discrete quarterly EpS amounts in any particular year-to-date period may not be equal to the EpS amount for the year-to-date period.

For the diluted EpS calculation the weighted average number of shares outstanding during the period is adjusted for the number of shares that are potentially issuable in connection with employee share-based payment plans using the treasury stock method.

Second quarter 2015 $ million
Results for the period
(5,823) (1,419 ) Profit (loss) for the period attributable to BP shareholders (2,002 ) (3,221 )
1 1 Less: preference dividend 1 1
(5,824 ) (1,420 ) Profit (loss) attributable to BP ordinary shareholders (2,003 ) (3,222 )
Number of shares (thousand) (a)(b)
18,299,877 18,685,199 Basic weighted average number of shares outstanding 18,577,135 18,287,176
3,049,979 3,114,200 ADS equivalent 3,096,189 3,047,862
18,299,877 18,685,199 Weighted average number of shares outstanding used to calculate diluted earnings per
share 18,577,135 18,287,176
3,049,979 3,114,200 ADS equivalent 3,096,189 3,047,862
18,318,924 18,777,156 Shares in issue at period-end 18,777,156 18,318,924
3,053,154 3,129,526 ADS equivalent 3,129,526 3,053,154

(a) Excludes treasury shares and includes certain shares that will be issued in the future under employee share-based payment plans.

(b) If the inclusion of potentially issuable shares would decrease loss per share, the potentially issuable shares are excluded from the weighted average number of shares outstanding used to calculate diluted earnings per share.

  1. Dividends

Dividends payable

BP today announced an interim dividend of 10.00 cents per ordinary share which is expected to be paid on 16 September 2016 to shareholders and American Depositary Share (ADS) holders on the register on 5 August 2016. The corresponding amount in sterling is due to be announced on 6 September 2016, calculated based on the average of the market exchange rates for the four dealing days commencing on 31 August 2016. Holders of ADSs are expected to receive $0.600 per ADS (less applicable fees). A scrip dividend alternative is available, allowing shareholders to elect to receive their dividend in the form of new ordinary shares and ADS holders in the form of new ADSs. Details of the second-quarter dividend and timetable are available at bp.com/dividends and details of the scrip dividend programme are available at bp.com/scrip .

23

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Financial statements (continued)

Notes

  1. Dividends (continued)
Second quarter 2015
Dividends paid per ordinary share
10.000 10.000 cents 20.000 20.000
6.530 6.917 pence 13.929 13.200
60.00 60.00 Dividends paid per ADS (cents) 120.00 120.00
Scrip dividends
18.9 134.4 Number of shares issued (millions) 288.8 34.6
134 695 Value of shares issued ($ million) 1,434 243

9. Net debt*

Net debt ratio*

Second quarter 2015 — 57,104 55,727 $ million — Gross debt 55,727 57,104
315 (1,279 ) Fair value (asset) liability of hedges related to finance debt(a) (1,279 ) 315
57,419 54,448 54,448 57,419
32,589 23,517 Less: cash and cash equivalents 23,517 32,589
24,830 30,931 Net debt 30,931 24,830
107,351 94,108 Equity 94,108 107,351
18.8 % 24.7 % Net debt ratio 24.7 % 18.8 %

Analysis of changes in net debt

Second quarter 2015 $ million
Opening balance
57,731 54,012 Finance debt 53,168 52,854
(174 ) (967 ) Fair value (asset) liability of hedges related to finance debt(a) 379 (445 )
32,434 23,049 Less: cash and cash equivalents 26,389 29,763
25,123 29,996 Opening net debt 27,158 22,646
Closing balance
57,104 55,727 Finance debt 55,727 57,104
315 (1,279 ) Fair value (asset) liability of hedges related to finance debt(a) (1,279 ) 315
32,589 23,517 Less: cash and cash equivalents 23,517 32,589
24,830 30,931 Closing net debt 30,931 24,830
293 (935 ) Decrease (increase) in net debt (3,773 ) (2,184 )
(131 ) 694 Movement in cash and cash equivalents (excluding exchange adjustments) (2,688 ) 3,163
472 (1,692 ) Net cash outflow (inflow) from financing (excluding share capital and dividends) (759 ) (5,734 )
(1 ) 36 Other movements 395 10
340 (962 ) Movement in net debt before exchange effects (3,052 ) (2,561 )
(47 ) 27 Exchange adjustments (721 ) 377
293 (935 ) Decrease (increase) in net debt (3,773 ) (2,184 )

(a) Derivative financial instruments entered into for the purpose of managing interest rate and foreign currency exchange risk associated with net debt with a fair value liability position of $1,440 million (second quarter 2015 liability of $1,357 million) are not included in the calculation of net debt shown above as hedge accounting is not applied for these instruments.

24

Table of Contents

Financial statements (continued)

Notes

  1. Inventory valuation

A provision of $689 million was held at 30 June 2016 ($590 million at 30 June 2015) to write inventories down to their net realizable value. The net movement charged to the income statement during the second quarter 2016 was $12 million (second quarter 2015 was a credit of $210 million).

  1. Statutory accounts

The financial information shown in this publication, which was approved by the Board of Directors on 25 July 2016, is unaudited and does not constitute statutory financial statements.

  1. 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. Non-current assets for BP p.l.c. includes investments in subsidiaries recorded under the equity method for the purposes of the condensed consolidating financial information. Equity-accounted income of subsidiaries is the group’s 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. incorporates subsidiaries of BP Exploration (Alaska) Inc. using the equity method of accounting and excludes the BP group’s 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.

25

Table of Contents

Financial statements (continued)

Notes

  1. Condensed consolidating information on certain US subsidiaries (continued)

| Income statement $
million | Issuer — BP Exploration (Alaska) Inc. | BP p.l.c. | | Other subsidiaries | | Eliminations and reclassifications | | BP group | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| First half 2016 | | | | | | | | | | |
| Sales and other operating revenues | 1,215 | | — | | 84,950 | | (1,211 | ) | 84,954 | |
| Earnings from joint ventures – after interest and tax | — | | — | | 303 | | — | | 303 | |
| Earnings from associates – after interest and tax | — | | — | | 522 | | — | | 522 | |
| Equity-accounted income of subsidiaries – after interest and tax | — | | (1,725 | ) | — | | 1,725 | | — | |
| Interest and other income | 40 | | 142 | | 348 | | (284 | ) | 246 | |
| Gains on sale of businesses and fixed assets | — | | — | | 417 | | — | | 417 | |
| Total revenues and other income | 1,255 | | (1,583 | ) | 86,540 | | 230 | | 86,442 | |
| Purchases | 324 | | — | | 60,242 | | (1,211 | ) | 59,355 | |
| Production and manufacturing expenses | 659 | | — | | 16,306 | | — | | 16,965 | |
| Production and similar taxes | 67 | | — | | 205 | | — | | 272 | |
| Depreciation, depletion and amortization | 310 | | — | | 7,057 | | — | | 7,367 | |
| Impairment and losses on sale of businesses and fixed assets | — | | — | | 65 | | — | | 65 | |
| Exploration expense | — | | — | | 604 | | — | | 604 | |
| Distribution and administration expenses | (6 | ) | 459 | | 4,725 | | (23 | ) | 5,155 | |
| Profit (loss) before interest and taxation | (99 | ) | (2,042 | ) | (2,664 | ) | 1,464 | | (3,341 | ) |
| Finance costs | 42 | | 69 | | 958 | | (261 | ) | 808 | |
| Net finance (income) expense relating to pensions and other post-retirement benefits | — | | (43 | ) | 135 | | — | | 92 | |
| Profit (loss) before taxation | (141 | ) | (2,068 | ) | (3,757 | ) | 1,725 | | (4,241 | ) |
| Taxation | (70 | ) | (66 | ) | (2,157 | ) | — | | (2,293 | ) |
| Profit (loss) for the period | (71 | ) | (2,002 | ) | (1,600 | ) | 1,725 | | (1,948 | ) |
| Attributable to | | | | | | | | | | |
| BP shareholders | (71 | ) | (2,002 | ) | (1,654 | ) | 1,725 | | (2,002 | ) |
| Non-controlling interests | — | | — | | 54 | | — | | 54 | |
| | (71 | ) | (2,002 | ) | (1,600 | ) | 1,725 | | (1,948 | ) |
| | Issuer | Guarantor | | | | | | | | |
| Statement of comprehensive income $
million | BP Exploration (Alaska) Inc. | BP p.l.c. | | Other subsidiaries | | Eliminations and reclassifications | | BP group | | |
| First half 2016 | | | | | | | | | | |
| Profit (loss) for the period | (71 | ) | (2,002 | ) | (1,600 | ) | 1,725 | | (1,948 | ) |
| Other comprehensive income | — | | (1,102 | ) | 144 | | — | | (958 | ) |
| Equity-accounted other comprehensive income of subsidiaries | — | | 149 | | — | | (149 | ) | — | |
| Total comprehensive income | (71 | ) | (2,955 | ) | (1,456 | ) | 1,576 | | (2,906 | ) |
| Attributable to | | | | | | | | | | |
| BP shareholders | (71 | ) | (2,955 | ) | (1,505 | ) | 1,576 | | (2,955 | ) |
| Non-controlling interests | — | | — | | 49 | | — | | 49 | |
| | (71 | ) | (2,955 | ) | (1,456 | ) | 1,576 | | (2,906 | ) |

26

Table of Contents

Financial statements (continued)

Notes

  1. Condensed consolidating information on certain US subsidiaries (continued)

| Income statement $
million | Issuer — BP Exploration (Alaska) Inc. | Guarantor — BP p.l.c. | Other subsidiaries | | Eliminations and reclassifications | | BP group | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| First half 2015 | | | | | | | | | |
| Sales and other operating revenues | 1,918 | — | | 114,832 | | (1,908 | ) | 114,842 | |
| Earnings from joint ventures – after interest and tax | — | — | | 260 | | — | | 260 | |
| Earnings from associates – after interest and tax | — | — | | 1,032 | | — | | 1,032 | |
| Equity-accounted income of subsidiaries – after interest and tax | — | (2,645 | ) | — | | 2,645 | | — | |
| Interest and other income | 11 | 59 | | 345 | | (100 | ) | 315 | |
| Gains on sale of businesses and fixed assets | — | — | | 271 | | — | | 271 | |
| Total revenues and other income | 1,929 | (2,586 | ) | 116,740 | | 637 | | 116,720 | |
| Purchases | 800 | — | | 83,792 | | (1,908 | ) | 82,684 | |
| Production and manufacturing expenses | 670 | — | | 23,515 | | — | | 24,185 | |
| Production and similar taxes | 28 | — | | 507 | | — | | 535 | |
| Depreciation, depletion and amortization | 219 | — | | 7,382 | | — | | 7,601 | |
| Impairment and losses on sale of businesses and fixed assets | 12 | — | | 471 | | — | | 483 | |
| Exploration expense | — | — | | 1,074 | | — | | 1,074 | |
| Distribution and administration expenses | 28 | 632 | | 5,137 | | (25 | ) | 5,772 | |
| Profit (loss) before interest and taxation | 172 | (3,218 | ) | (5,138 | ) | 2,570 | | (5,614 | ) |
| Finance costs | 16 | 21 | | 608 | | (75 | ) | 570 | |
| Net finance (income) expense relating to pensions and other post-retirement benefits | — | 10 | | 142 | | — | | 152 | |
| Profit (loss) before taxation | 156 | (3,249 | ) | (5,888 | ) | 2,645 | | (6,336 | ) |
| Taxation | 28 | (28 | ) | (3,204 | ) | — | | (3,204 | ) |
| Profit (loss) for the period | 128 | (3,221 | ) | (2,684 | ) | 2,645 | | (3,132 | ) |
| Attributable to | | | | | | | | | |
| BP shareholders | 128 | (3,221 | ) | (2,773 | ) | 2,645 | | (3,221 | ) |
| Non-controlling interests | — | — | | 89 | | — | | 89 | |
| | 128 | (3,221 | ) | (2,684 | ) | 2,645 | | (3,132 | ) |
| | Issuer | Guarantor | | | | | | | |
| Statement of comprehensive income $
million | BP Exploration (Alaska) Inc. | BP p.l.c. | Other subsidiaries | | Eliminations and reclassifications | | BP group | | |
| First half 2015 | | | | | | | | | |
| Profit (loss) for the period | 128 | (3,221 | ) | (2,684 | ) | 2,645 | | (3,132 | ) |
| Other comprehensive income | — | 1,216 | | (228 | ) | — | | 988 | |
| Equity-accounted other comprehensive income of subsidiaries | — | (214 | ) | — | | 214 | | — | |
| Total comprehensive income | 128 | (2,219 | ) | (2,912 | ) | 2,859 | | (2,144 | ) |
| Attributable to | | | | | | | | | |
| BP shareholders | 128 | (2,219 | ) | (2,987 | ) | 2,859 | | (2,219 | ) |
| Non-controlling interests | — | — | | 75 | | — | | 75 | |
| | 128 | (2,219 | ) | (2,912 | ) | 2,859 | | (2,144 | ) |

27

Table of Contents

Notes

  1. Condensed consolidating information on certain US subsidiaries (continued)
Balance sheet $ million Issuer — BP Exploration (Alaska) Inc. Guarantor — BP p.l.c. Other subsidiaries Eliminations And reclassifications BP group
At 30 June 2016
Non-current assets
Property, plant and equipment 8,287 — 117,659 — 125,946
Goodwill — — 11,288 — 11,288
Intangible assets 565 — 17,879 — 18,444
Investments in joint ventures — — 8,324 — 8,324
Investments in associates — 2 11,219 — 11,221
Other investments — — 1,002 — 1,002
Subsidiaries – equity-accounted basis — 154,018 — (154,018 ) —
Fixed assets 8,852 154,020 167,371 (154,018 ) 176,225
Loans 3 — 34,921 (34,424 ) 500
Trade and other receivables — — 2,193 — 2,193
Derivative financial instruments — — 5,286 — 5,286
Prepayments 2 — 1,018 — 1,020
Deferred tax assets — — 4,573 — 4,573
Defined benefit pension plan surpluses — 701 73 — 774
8,857 154,721 215,435 (188,442 ) 190,571
Current assets
Loans — — 242 — 242
Inventories 363 — 16,035 — 16,398
Trade and other receivables 9,322 1,158 24,324 (12,132 ) 22,672
Derivative financial instruments — — 2,934 — 2,934
Prepayments 70 — 1,871 — 1,941
Current tax receivable — — 374 — 374
Other investments — — 107 — 107
Cash and cash equivalents — — 23,517 — 23,517
9,755 1,158 69,404 (12,132 ) 68,185
Assets classified as held for sale — — 4,380 — 4,380
9,755 1,158 73,784 (12,132 ) 72,565
Total assets 18,612 155,879 289,219 (200,574 ) 263,136
Current liabilities
Trade and other payables 847 1,599 46,247 (12,132 ) 36,561
Derivative financial instruments — — 2,139 — 2,139
Accruals 117 120 4,681 — 4,918
Finance debt — — 5,120 — 5,120
Current tax payable 35 — 1,275 — 1,310
Provisions 1 — 5,636 — 5,637
1,000 1,719 65,098 (12,132 ) 55,685
Liabilities directly associated with assets classified as held for sale — — 2,525 — 2,525
1,000 1,719 67,623 (12,132 ) 58,210
Non-current liabilities
Other payables 10 34,412 13,872 (34,424 ) 13,870
Derivative financial instruments — — 4,268 — 4,268
Accruals — 29 473 — 502
Finance debt — — 50,607 — 50,607
Deferred tax liabilities 1,225 238 6,334 — 7,797
Provisions 2,242 — 21,451 — 23,693
Defined benefit pension plan and other post-retirement benefit plan deficits — 214 9,867 — 10,081
3,477 34,893 106,872 (34,424 ) 110,818
Total liabilities 4,477 36,612 174,495 (46,556 ) 169,028
Net assets 14,135 119,267 114,724 (154,018 ) 94,108
Equity
BP shareholders’ equity 14,135 119,267 113,342 (154,018 ) 92,726
Non-controlling interests — — 1,382 — 1,382
14,135 119,267 114,724 (154,018 ) 94,108

28

Table of Contents

Notes

  1. Condensed consolidating information on certain US subsidiaries (continued)
Balance sheet $ million Issuer — BP Exploration (Alaska) Inc.(a) BP p.l.c. Other subsidiaries(a) Eliminations and reclassifications BP group
At 31 December 2015
Non-current assets
Property, plant and equipment 8,345 — 121,413 — 129,758
Goodwill — — 11,627 — 11,627
Intangible assets 539 — 18,121 — 18,660
Investments in joint ventures — — 8,412 — 8,412
Investments in associates — 2 9,420 — 9,422
Other investments — — 1,002 — 1,002
Subsidiaries – equity-accounted basis — 128,234 — (128,234 ) —
Fixed assets 8,884 128,236 169,995 (128,234 ) 178,881
Loans 3 — 7,245 (6,719 ) 529
Trade and other receivables — — 2,216 — 2,216
Derivative financial instruments — — 4,409 — 4,409
Prepayments 4 — 999 — 1,003
Deferred tax assets — — 1,545 — 1,545
Defined benefit pension plan surpluses — 2,516 131 — 2,647
8,891 130,752 186,540 (134,953 ) 191,230
Current assets
Loans — — 272 — 272
Inventories 246 — 13,896 — 14,142
Trade and other receivables 9,718 1,062 22,393 (10,850 ) 22,323
Derivative financial instruments — — 4,242 — 4,242
Prepayments 7 — 1,831 — 1,838
Current tax receivable — — 599 — 599
Other investments — — 219 — 219
Cash and cash equivalents — — 26,389 — 26,389
9,971 1,062 69,841 (10,850 ) 70,024
Assets classified as held for sale — — 578 — 578
9,971 1,062 70,419 (10,850 ) 70,602
Total assets 18,862 131,814 256,959 (145,803 ) 261,832
Current liabilities
Trade and other payables 961 127 41,711 (10,850 ) 31,949
Derivative financial instruments — — 3,239 — 3,239
Accruals 116 81 6,064 — 6,261
Finance debt — — 6,944 — 6,944
Current tax payable (21 ) 4 1,097 — 1,080
Provisions 1 — 5,153 — 5,154
1,057 212 64,208 (10,850 ) 54,627
Liabilities directly associated with assets classified as held for sale — — 97 — 97
1,057 212 64,305 (10,850 ) 54,724
Non-current liabilities
Other payables 8 6,708 2,913 (6,719 ) 2,910
Derivative financial instruments — — 4,283 — 4,283
Accruals — 33 857 — 890
Finance debt — — 46,224 — 46,224
Deferred tax liabilities 1,255 877 7,467 — 9,599
Provisions 2,326 — 33,634 — 35,960
Defined benefit pension plan and other post-retirement benefit plan deficits — 227 8,628 — 8,855
3,589 7,845 104,006 (6,719 ) 108,721
Total liabilities 4,646 8,057 168,311 (17,569 ) 163,445
Net assets 14,216 123,757 88,648 (128,234 ) 98,387
Equity
BP shareholders’ equity 14,216 123,757 87,477 (128,234 ) 97,216
Non-controlling interests — — 1,171 — 1,171
14,216 123,757 88,648 (128,234 ) 98,387

(a) Minor amendments have been made to previously reported amounts.

29

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Notes

  1. Condensed consolidating information on certain US subsidiaries (continued)

| Cash flow statement $
million | Issuer — BP Exploration (Alaska) Inc. | BP p.l.c. | | Other subsidiaries | | BP group | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| First half 2016 | | | | | | | | |
| Net cash provided by operating activities | 453 | | 2,268 | | 3,034 | | 5,755 | |
| Net cash used in investing activities | (453 | ) | — | | (6,867 | ) | (7,320 | ) |
| Net cash provided by (used in) financing activities | — | | (2,268 | ) | 1,145 | | (1,123 | ) |
| Currency translation differences relating to cash and cash equivalents | — | | — | | (184 | ) | (184 | ) |
| Increase (decrease) in cash and cash equivalents | — | | — | | (2,872 | ) | (2,872 | ) |
| Cash and cash equivalents at beginning of period | — | | — | | 26,389 | | 26,389 | |
| Cash and cash equivalents at end of period | — | | — | | 23,517 | | 23,517 | |
| | Issuer | Guarantor | | | | | | |
| Cash flow statement $
million | BP Exploration (Alaska) Inc. | BP p.l.c. | | Other subsidiaries | | BP group | | |
| First half 2015 | | | | | | | | |
| Net cash provided by operating activities | 455 | | 3,373 | | 4,316 | | 8,144 | |
| Net cash used in investing activities | (455 | ) | — | | (6,818 | ) | (7,273 | ) |
| Net cash provided by (used in) financing activities | — | | (3,400 | ) | 5,692 | | 2,292 | |
| Currency translation differences relating to cash and cash equivalents | — | | — | | (337 | ) | (337 | ) |
| Increase (decrease) in cash and cash equivalents | — | | (27 | ) | 2,853 | | 2,826 | |
| Cash and cash equivalents at beginning of period | — | | 31 | | 29,732 | | 29,763 | |
| Cash and cash equivalents at end of period | — | | 4 | | 32,585 | | 32,589 | |

30

Table of Contents

Additional information

Capital expenditure on an accruals basis *(a)

Second quarter 2015 $ million
Capital expenditure on an accruals basis
4,492 3,919 Organic capital expenditure* 7,863 8,929
159 276 Inorganic capital expenditure* 276 159
4,651 4,195 8,139 9,088
Second quarter 2015 $ million
Organic capital expenditure by segment
Upstream
991 754 US 1,814 2,098
2,962 2,699 Non-US 5,282 5,858
3,953 3,453 7,096 7,956
Downstream
190 191 US 301 335
290 237 Non-US 392 489
480 428 693 824
Other businesses and corporate
6 12 US 13 22
53 26 Non-US 61 127
59 38 74 149
4,492 3,919 7,863 8,929
Organic capital expenditure by geographical area
1,187 957 US 2,128 2,455
3,305 2,962 Non-US 5,735 6,474
4,492 3,919 7,863 8,929

(a) The definitions of Capital expenditure on an accruals basis and Inorganic capital expenditure have been revised to exclude asset exchanges as they are non-cash transactions. Previously reported amounts have been amended with no significant impact on the comparative periods shown. Previously reported amounts for Organic capital expenditure are unchanged.

Reconciliation of additions to non-current assets to capital expenditure on an accruals basis

Second quarter 2015 — 5,297 3,993 $ million — Additions to non-current assets(a) 7,928 9,566
9 12 Additions to other investments 18 11
1 — Element of business combinations not related to non-current assets — 17
(649 ) 190 (Additions to) reductions in decommissioning asset 244 (471 )
(7 ) — Asset exchanges (51 ) (35 )
4,651 4,195 Capital expenditure on an accruals basis 8,139 9,088

(a) Includes additions to property, plant and equipment; goodwill; intangible assets; investments in joint ventures; and investments in associates.

31

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Additional information (continued)

Non-operating items*

Second quarter 2015 $ million
Upstream
(194 ) — Impairment and gain (loss) on sale of businesses and fixed assets 4 (307 )
— — Environmental and other provisions — 11
(67 ) (3 ) Restructuring, integration and rationalization costs (266 ) (248 )
21 28 Fair value gain (loss) on embedded derivatives 41 62
4 (18 ) Other(a) (127 ) 4
(236 ) 7 (348 ) (478 )
Downstream
68 23 Impairment and gain (loss) on sale of businesses and fixed assets 344 134
(7 ) (3 ) Environmental and other provisions (3 ) (7 )
(182 ) (54 ) Restructuring, integration and rationalization costs (89 ) (210 )
— — Fair value gain (loss) on embedded derivatives — —
(1 ) (3 ) Other (3 ) (2 )
(122 ) (37 ) 249 (85 )
Rosneft
Impairment and gain (loss) on sale of businesses and
— — fixed assets — —
— — Environmental and other provisions — —
— — Restructuring, integration and rationalization costs — —
— — Fair value gain (loss) on embedded derivatives — —
— — Other — —
— — — —
Other businesses and corporate
(27 ) 4 Impairment and gain (loss) on sale of businesses and fixed assets 4 (39 )
(4 ) (35 ) Environmental and other provisions (35 ) (4 )
(23 ) (11 ) Restructuring, integration and rationalization costs (59 ) (29 )
— — Fair value gain (loss) on embedded derivatives — —
(10,747 ) (5,106 ) Gulf of Mexico oil spill(b) (5,900 ) (11,070 )
— (1 ) Other (55 ) —
(10,801 ) (5,149 ) (6,045 ) (11,142 )
(11,159 ) (5,179 ) Total before interest and taxation (6,144 ) (11,705 )
(8 ) (123 ) Finance costs(b) (246 ) (17 )
(11,167 ) (5,302 ) Total before taxation (6,390 ) (11,722 )
3,681 2,483 Taxation credit (charge) 2,793 3,823
(7,486 ) (2,819 ) Total after taxation for period (3,597 ) (7,899 )

(a) First half 2016 principally relates to BP’s share of impairment losses recognized by equity-accounted entities.

(b) See Note 2 for further details regarding costs relating to the Gulf of Mexico oil spill.

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Additional information (continued)

Non-GAAP information on fair value accounting effects

Second quarter 2015 $ million
Favourable (unfavourable) impact relative to management’s measure of performance
(30) (145 ) Upstream (248 ) (20 )
(117) (71 ) Downstream (290 ) (229 )
(147) (216 ) (538 ) (249 )
54 68 Taxation credit (charge) 151 95
(93) (148 ) (387 ) (154 )

BP uses derivative instruments to manage the economic exposure relating to inventories above normal operating requirements of crude oil, natural gas and petroleum products. Under IFRS, these inventories are recorded at historical cost. 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 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.

BP enters into commodity contracts to meet certain business requirements, such as the purchase of crude for a refinery or the sale of BP’s gas production. Under IFRS these contracts are treated as derivatives and are required to be fair valued when they are managed as part of a larger portfolio of similar transactions. Gains and losses arising are recognized in the income statement from the time the derivative commodity contract is entered into.

IFRS requires that inventory held for trading is 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, oil and gas processing and liquefied natural gas (LNG) 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 management’s internal measure of performance. Under management’s internal measure of performance the inventory and capacity contracts in question are valued based on fair value using relevant forward prices prevailing at the end of the period, the fair values of certain derivative instruments used to risk manage LNG and oil and gas contracts are deferred to match with the underlying exposure and the commodity contracts for business requirements are accounted for on an accruals basis. We believe that disclosing management’s 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 management’s internal measure of performance, are shown in the table above. A reconciliation to GAAP information is set out below.

Second quarter 2015 $ million
Upstream
Replacement cost profit (loss) before interest and tax
258 36 adjusted for fair value accounting effects (1,066 ) 620
(30) (145 ) Impact of fair value accounting effects (248 ) (20 )
228 (109 ) Replacement cost profit before interest and tax (1,314 ) 600
Downstream
Replacement cost profit before interest and tax
1,745 1,476 adjusted for fair value accounting effects 3,575 3,940
(117) (71 ) Impact of fair value accounting effects (290 ) (229 )
1,628 1,405 Replacement cost profit before interest and tax 3,285 3,711
Total group
Profit (loss) before interest and tax adjusted for fair
(8,101) (2,700 ) value accounting effects (2,803 ) (5,365 )
(147) (216 ) Impact of fair value accounting effects (538 ) (249 )
(8,248) (2,916 ) Profit (loss) before interest and tax (3,341 ) (5,614 )

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Additional information (continued)

Realizations and marker prices

Second quarter 2015
Average realizations (a)
Liquids* ($/bbl)
50.97 34.89 US 31.82 48.53
57.42 43.62 Europe 37.46 55.25
60.78 55.10 Rest of World 35.97 52.63
56.69 44.99 BP Average 34.63 51.49
Natural gas ($/mcf)
2.15 1.53 US 1.55 2.27
9.16 4.64 Europe 4.46 8.27
4.05 3.10 Rest of World 3.21 4.57
3.80 2.66 BP Average 2.75 4.12
Total hydrocarbons* ($/boe)
34.93 24.00 US 22.38 34.04
56.35 39.25 Europe 34.28 53.28
39.93 33.90 Rest of World 27.34 38.58
40.04 30.63 BP Average 26.24 38.47
Average oil marker prices ($/bbl)
61.88 45.59 Brent 39.81 57.84
57.85 45.53 West Texas Intermediate 39.64 53.25
49.56 33.78 Western Canadian Select 28.09 43.12
62.65 45.74 Alaska North Slope 40.00 57.39
59.57 42.08 Mars 36.25 54.44
61.21 43.37 Urals (NWE – cif) 37.56 56.83
Average natural gas marker prices
2.65 1.95 Henry Hub gas price ($/mmBtu)(b) 2.02 2.82
44.63 31.37 UK Gas – National Balancing Point (p/therm) 30.90 46.29

(a) Based on sales of consolidated subsidiaries only – this excludes equity-accounted entities.

(b) Henry Hub First of Month Index.

Exchange rates

Second quarter 2015 — 1.53 1.43 $/£ average rate for the period 1.43 1.52
1.57 1.34 $/£ period-end rate 1.34 1.57
1.11 1.13 $/€ average rate for the period 1.12 1.12
1.11 1.11 $/€ period-end rate 1.11 1.11
52.68 65.86 Rouble/$ average rate for the period 70.35 57.94
55.42 63.64 Rouble/$ period-end rate 63.64 55.42

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Glossary

Capital expenditure on an accruals basis is a non-GAAP measure. It comprises additions to property, plant and equipment, intangible assets and investments in joint ventures and associates, and reflects consideration payable in business combinations. It does not include additions arising from asset exchanges and certain other non-cash items.

Consolidation adjustment – UPII is unrealized profit in inventory arising on inter-segment transactions.

Fair value accounting effects are non-GAAP adjustments to our IFRS profit (loss) relating to certain physical inventories, pipelines and storage capacity. Management uses a fair-value basis to value these items which, under IFRS, are accounted for on an accruals basis with the exception of trading inventories, which are valued using spot prices. The adjustments have the effect of aligning the valuation basis of the physical positions with that of any associated derivative instruments, which are required to be fair valued under IFRS, in order to provide a more representative view of the ultimate economic value. Further information and a reconciliation to GAAP information is provided on page 33.

Hydrocarbons – Liquids and natural gas. Natural gas is converted to oil equivalent at 5.8 billion cubic feet = 1 million barrels.

Inorganic capital expenditure is a non-GAAP measure. It comprises consideration in business combinations and certain other significant investments made by the group. Inorganic capital expenditure is reported on an accruals basis.

Inventory holding gains and losses represent the difference between the cost of sales calculated using the replacement cost of inventory and the cost of sales calculated on the first-in first-out (FIFO) method after adjusting for any changes in provisions where the net realizable value of the inventory is lower than its cost. Under the FIFO method, which we use for IFRS reporting, the cost of inventory charged to the income statement is based on its historical cost of purchase or manufacture, rather than its replacement cost. In volatile energy markets, this can have a significant distorting effect on reported income. The amounts disclosed represent the difference between the charge to the income statement for inventory on a FIFO basis (after adjusting for any related movements in net realizable value provisions) and the charge that would have arisen based on the replacement cost of inventory. For this purpose, the replacement cost of inventory is calculated using data from each operation’s production and manufacturing system, either on a monthly basis, or separately for each transaction where the system allows this approach. The amounts disclosed are not separately reflected in the financial statements as a gain or loss. No adjustment is made in respect of the cost of inventories held as part of a trading position and certain other temporary inventory positions. See Replacement cost (RC) profit or loss definition below.

Joint arrangement is an arrangement in which two or more parties have joint control.

Liquids – Liquids for Upstream and Rosneft comprises crude oil, condensate and natural gas liquids. For Upstream, liquids also includes bitumen.

Major projects have a BP net investment of at least $250 million, or are considered to be of strategic importance to BP or of a high degree of complexity.

Net debt and net debt ratio are non-GAAP measures. 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 currency exchange and interest rate risks relating to finance debt, for which hedge accounting is applied, less cash and cash equivalents. The net debt ratio is defined as the ratio of net debt to the total of net debt plus shareholders’ equity. All components of equity are included in the denominator of the calculation. BP believes these measures 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’.

Net wind generation capacity is the sum of the rated capacities of the assets/turbines that have entered into commercial operation, including BP’s share of equity-accounted entities. The gross data is the equivalent capacity on a gross-JV basis, which includes 100% of the capacity of equity-accounted entities where BP has partial ownership.

Non-operating items are charges and credits included in the financial statements that BP discloses separately because it considers such disclosures to be meaningful and relevant to investors. They are items that management considers not to be part of underlying business operations and are disclosed in order to enable investors better to understand and evaluate the group’s reported financial performance. Non-operating items within equity-accounted earnings are reported net of incremental income tax reported by the equity-accounted entity. An analysis of non-operating items by region is shown on pages 7, 9 and 11, and by segment and type is shown on page 32.

Organic capital expenditure is a non-GAAP measure. It comprises capital expenditure on an accruals basis less inorganic capital expenditure. An analysis of organic capital expenditure by segment and region is shown on page 31.

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.

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Glossary (continued)

Realizations are the result of dividing revenue generated from hydrocarbon sales, excluding revenue generated from purchases made for resale and royalty volumes, by revenue generating hydrocarbon production volumes. Revenue generating hydrocarbon production reflects the BP share of production as adjusted for any production which does not generate revenue. Adjustments may include losses due to shrinkage, amounts consumed during processing, and contractual or regulatory host committed volumes such as royalties.

Refining availability represents Solomon Associates’ operational availability, which is defined as the percentage of the year that a unit is available for processing after subtracting the annualized time lost due to turnaround activity and all planned mechanical, process and regulatory downtime.

The Refining marker margin (RMM) is the average of regional indicator margins weighted for BP’s crude refining capacity in each region. Each regional marker margin is based on product yields and a marker crude oil deemed appropriate for the region. The regional indicator margins may not be representative of the margins achieved by BP in any period because of BP’s particular refinery configurations and crude and product slate.

Replacement cost (RC) profit or loss reflects the replacement cost of inventories sold in the period and is arrived at by excluding inventory holding gains and losses from profit or loss. RC profit or loss is the measure of profit or loss that is required to be disclosed for each operating segment under International Financial Reporting Standards (IFRS). RC profit or loss for the group is not a recognized GAAP measure. Management believes this measure 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 to changes in prices as well as changes in underlying inventory levels. In order for investors to understand the operating performance of the group excluding the impact of price changes on the replacement of inventories, and to make comparisons of operating performance between reporting periods, BP’s management believes it is helpful to disclose this measure.

Underlying production is production after adjusting for divestments and entitlement impacts in our production-sharing agreements.

Underlying RC profit or loss is RC profit or loss after adjusting for non-operating items and fair value accounting effects. Underlying RC profit or loss and fair value accounting effects are not recognized GAAP measures. See pages 32 and 33 for additional information on the non-operating items and fair value accounting effects that are used to arrive at underlying RC profit or loss in order to enable a full understanding of the events and their financial impact.

BP believes that underlying RC profit or loss is a useful measure for investors because it is a measure closely tracked by management to evaluate BP’s operating performance and to make financial, strategic and operating decisions and because it may help investors to understand and evaluate, in the same manner as management, the underlying trends in BP’s operational performance on a comparable basis, period on period, by adjusting for the effects of these non-operating items and fair value accounting effects. The nearest equivalent measure on an IFRS basis for the group is profit or loss for the year attributable to BP shareholders. The nearest equivalent measure on an IFRS basis for segments is RC profit or loss before interest and taxation.

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Principal risks and uncertainties

The principal risks and uncertainties affecting BP are described in the Risk factors section of BP Annual Report and Form 20-F 2015 (pages 53-54) and are summarized below. Other than the removal of the Gulf of Mexico oil spill Risk factor (following the announcement on 14 July 2016 of the non-operating charge to be taken associated with the oil spill), there are no material changes in those risk factors for the remaining six months of the financial year.

The risks summarized below, separately or in combination, could have a material adverse effect on the implementation of our strategy, our business, financial performance, results of operations, cash flows, liquidity, prospects, shareholder value and returns and reputation.

Strategic and commercial risks

• Prices and markets – our financial performance is subject to fluctuating prices of oil, gas, refined products, technological change, exchange rate fluctuations, and the general macroeconomic outlook.

• Access, renewal and reserves progression – our inability to access, renew and progress upstream resources in a timely manner could adversely affect our long-term replacement of reserves.

• Major project* delivery – failure to invest in the best opportunities or deliver major projects successfully could adversely affect our financial performance.

• Geopolitical – we are exposed to a range of political developments and consequent changes to the operating and regulatory environment.

• Liquidity, financial capacity and financial, including credit, exposure – failure to work within our financial framework could impact our ability to operate and result in financial loss.

• Joint arrangements* and contractors – we may have limited control over the standards, operations and compliance of our partners, contractors and sub-contractors.

• Digital infrastructure and cybersecurity – breach of our digital security or failure of our digital infrastructure could damage our operations and our reputation.

• Climate change and carbon pricing – public policies could increase costs and reduce future revenue and strategic growth opportunities.

• Competition – inability to remain efficient, innovate and retain an appropriately skilled workforce could negatively impact delivery of our strategy in a highly competitive market.

• Crisis management and business continuity – potential disruption to our business and operations could occur if we do not address an incident effectively.

• Insurance – our insurance strategy could expose the group to material uninsured losses.

Safety and operational risks

• Process safety, personal safety, and environmental risks – we are exposed to a wide range of health, safety, security and environmental risks that could result in regulatory action, legal liability, increased costs, damage to our reputation and potentially denial of our licence to operate.

• Drilling and production – challenging operational environments and other uncertainties can impact drilling and production activities.

• Security – hostile acts against our staff and activities could cause harm to people and disrupt our operations.

• Product quality – supplying customers with off-specification products could damage our reputation, lead to regulatory action and legal liability, and potentially impact our financial performance.

Compliance and control risks

• US government settlements – failure to comply with the terms of our settlements with legal and regulatory bodies in the US announced in November 2012 in respect of certain charges related to the Gulf of Mexico oil spill may expose us to further penalties or liabilities or could result in suspension or debarment of certain BP entities.

• Regulation – changes in the regulatory and legislative environment could increase the cost of compliance, affect our provisions and limit our access to new exploration opportunities.

• Ethical misconduct and non-compliance – ethical misconduct or breaches of applicable laws by our businesses or our employees could be damaging to our reputation, and could result in litigation, regulatory action and penalties.

• Treasury and trading activities – ineffective oversight of treasury and trading activities could lead to business disruption, financial loss, regulatory intervention or damage to our reputation.

• Reporting – failure to accurately report our data could lead to regulatory action, legal liability and reputational damage.

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Legal proceedings

The following discussion sets out the material developments in the group’s material legal proceedings during the half year 2016. For a full discussion of the group’s material legal proceedings, see pages 237-242 of BP Annual Report and Form 20-F 2015 .

Matters relating to the Deepwater Horizon accident and oil spill (the Incident)

Consent Decree and Settlement Agreement On 2 July 2015, BP reached agreements in principle with the United States federal government and five Gulf states to settle all federal and state claims arising from the Incident. On 5 October 2015, the United States lodged a proposed Consent Decree with the federal district court in New Orleans to resolve all United States and Gulf states natural resource damage claims and all Clean Water Act penalty claims and certain other claims. At the same time, BP entered a Settlement Agreement with the Gulf states for economic, property and other losses. On 22 March 2016, the United States filed a motion with the court to enter the Consent Decree as a final settlement. On 4 April 2016, the court entered the Consent Decree and also entered a final judgment on the terms set forth in the Consent Decree, at which time the Consent Decree and Settlement Agreement became effective.

Oil Pollution Act (OPA) Test Case Proceedings Six OPA test cases were before the federal district court to address certain OPA liability questions focusing on, among other issues, whether plaintiffs’ alleged losses tied to the 2010 federal government moratoria on deepwater drilling and federal permit delays are compensable. In December 2015, BP filed a motion to dismiss plaintiffs’ claims arising from the moratoria or permit process, and plaintiffs filed a motion asking the court to prevent BP from arguing that government action and/or inaction following the oil spill is a “superseding” cause with respect to some or all of the damages that plaintiffs claim. On 10 March 2016, the court granted BP’s motion and denied the plaintiffs’ motion, ruling that BP is not, as a “Responsible Party” under OPA, liable for economic losses that resulted from the 2010 deepwater drilling moratoria. The court’s order dismissed the plaintiffs’ claims with prejudice. On 19 March 2016, the plaintiffs appealed the court’s ruling to the Fifth Circuit.

Securities Class Action Since the Incident, shareholders have sued BP and various of its current and former officers and directors asserting class securities fraud claims. On 31 May 2016, the federal district court in Houston issued a decision on the parties’ summary judgment motions in relation to the claims by the class of post-explosion ADS purchasers from 26 April 2010 to 28 May 2010. In that decision, the court denied the plaintiffs’ motion and granted in part and denied in part BP’s motion. Following that decision, on 2 June 2016, BP announced that it agreed with the plaintiffs’ representatives to settle the post-explosion class claims for the amount of $175 million, payable during 2016-2017, subject to approval by the court. The parties are preparing the final settlement agreement and other papers in support of approval for submission to the court.

Other Civil Complaints On 29 March 2016, the federal district court in New Orleans issued an order (the March Order) dismissing in its entirety the master complaint raising claims for economic loss and property damage by private plaintiffs relating to the Incident. The court ordered all private plaintiffs who filed a timely claim for economic loss or property damage and did not release those claims to file and serve on BP by 2 May 2016 a sworn statement disclosing information regarding their claims. In addition, the court required most plaintiffs who had not filed an individual complaint (defined as a complaint not joined in by other plaintiffs) against BP to file a new individual complaint by 2 May 2016. The court further ordered that plaintiffs who failed to comply with the order by 2 May 2016 (later extended by 14 days for many plaintiffs) would have their claims deemed dismissed with prejudice without further notice. On 7 June 2016, the court issued an order requiring private plaintiffs who had not complied with the March Order to show cause in writing by 28 June 2016 why their claims should not be dismissed with prejudice. The court also dismissed all joinders by plaintiffs in the master complaint for private plaintiff economic loss and property damages claims. On 14 July 2016 the federal district court issued an order listing those plaintiffs who complied with the March Order and those plaintiffs whose compliance with the March Order remains to be determined by the court. The court dismissed with prejudice any remaining claims by private plaintiffs for economic loss and property damage. Accordingly the vast majority of economic loss and property damage claims from individuals and businesses that either opted out of the 2012 settlement with the Plaintiffs’ Steering Committee and/or were excluded from that settlement have either been resolved or dismissed.

Non-US Government Lawsuits On 18 October 2012, before a Mexican Federal District Court located in Mexico City, a class action complaint was filed against BP Exploration & Production Inc., BP America Production Company and other BP subsidiaries seeking, among other things, compensatory damages for the class members who allegedly suffered economic losses, as well as an order requiring BP to remediate environmental damage resulting from the Incident, to provide funding for the preservation of the environment and to conduct environmental impact studies in the Gulf of Mexico for the next 10 years. BP has not been formally served with the action. However, after learning that the Mexican Federal District Court issued a resolution in the class action that impacted BP’s rights, BP filed a constitutional challenge in Mexico asserting that BP has never been formally served with process in the class action. This challenge remains pending.

On 3 December 2015 and 29 March 2016, Acciones Colectivas de Sinaloa filed two class actions in the Mexican Federal District Court on behalf of several Mexican States. In these class actions, plaintiffs seek an order requiring the BP defendants to repair the damage to the Gulf of Mexico, to pay penalties, and to compensate plaintiffs for damage to property, to health and for economic loss. BP has not been formally served with either class action.

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Legal proceedings (continued)

CSB Investigation On 13 April 2016, the US Chemical Safety and Hazard Investigation Board (CSB) publicly released drafts of the final two volumes of its four-volume report on its investigation into the Incident. The final two volumes primarily concern the role of the regulator in the oversight of the offshore industry and organizational and cultural factors. They include proposed recommendations to the US Department of Interior’s Bureau of Safety and Environmental Enforcement, the American Petroleum Institute, the Ocean Energy Safety Institute and the Sustainability Accounting Standards Board.

Other legal proceedings

FERC and CFTC Matters The US Federal Energy Regulatory Commission (FERC) and the US Commodity Futures Trading Commission (CFTC) investigated several BP entities regarding trading in the next-day natural gas market at Houston Ship Channel in 2008. The FERC Administrative Law Judge ruled on 13 August 2015 that BP manipulated the market by selling next-day, fixed price natural gas at Houston Ship Channel in 2008 in order to suppress the Gas Daily index and benefit its financial position. On 11 July 2016, the FERC issued an order affirming the initial decision and directing BP to pay a civil penalty of $20.2 million and to disgorge $0.2 million in unjust profits. BP intends to seek rehearing before the FERC and ultimately appeal to the US court of appeal if necessary.

CSB Matters In March 2007, the CSB issued a report on the March 2005 explosion and fire at the Texas City refinery incident. The report contained recommendations to the BP Texas City refinery and to the board of directors of BP. On 25 May 2016, the CSB closed its last open recommendation to BP. The CSB has now accepted that all of BP’s responses to its recommendations have been satisfactorily addressed.

Scharfstein v. BP West Coast Products, LLC A purported class action lawsuit was filed against BP West Coast Products, LLC in Oregon State Court under the Oregon Unlawful Trade Practices Act on behalf of customers who used a debit card at ARCO gasoline stations in Oregon during the period 1 January 2011 to 30 August 2013, alleging that ARCO’s Oregon sites failed to provide sufficient notice of the 35 cents per transaction debit card fee. After a jury trial and subsequent hearing, in 2014 the jury rendered a verdict against BP. On 31 May 2016, the court entered a judgment for the amount of $417.3 million. On 1 June 2016, BP filed a notice of appeal. No provision has been made for damages arising out of this class action.

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Cautionary statement

In order to utilize the ‘safe harbor’ provisions of the United States Private Securities Litigation Reform Act of 1995 (the ‘PSLRA’), BP is providing the following cautionary statement: The discussion in this results announcement contains certain forecasts, projections and forward-looking statements – that is, statements related to future, not past events – with respect to the financial condition, results of operations and businesses of BP and certain of the plans and objectives of BP with respect to these items. These statements may generally, but not always, be identified by the use of words such as ‘will’, ‘expects’, ‘is expected to’, ‘aims’, ‘should’, ‘may’, ‘objective’, ‘is likely to’, ‘intends’, ‘believes’, ‘anticipates’, ‘plans’, ‘we see’ or similar expressions. In particular, among other statements, the expected quarterly dividend payment and timing of such payment; plans and expectations regarding Upstream activities in Azerbaijan, the Gulf of Mexico, Norway, the Russian Federation, Egypt, Indonesia, Kuwait and China; expectations regarding the planned restructuring of the German refining joint operation with Rosneft and the combination of BP’s and Det norske’s Norwegian businesses; expectations regarding Upstream third-quarter 2016 reported production and Downstream third-quarter 2016 turnaround activity and industry refining margins; statements regarding the estimate of the amount of dividend payable by Rosneft to BP; expectations with respect to the total amounts that will ultimately be paid by BP in relation to the Gulf of Mexico incident and the timing thereof; and certain statements regarding the legal and trial proceedings, court decisions, claims, penalties, potential investigations and civil actions by regulators, government entities and/or other entities or parties and the risks associated with such proceedings; 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 receipt of relevant third party and/or regulatory approvals; the timing and level of maintenance and/or turnaround activity; the timing and volume of refinery additions and outages; the timing of bringing new fields onstream; the timing, quantum and nature of certain divestments; future levels of industry product supply, demand and pricing, including supply growth in North America; OPEC quota restrictions; PSA effects; operational and safety problems; potential lapses in product quality; economic and financial market conditions generally or in various countries and regions; political stability and economic growth in relevant areas of the world; changes in laws and governmental regulations; regulatory or legal actions including the types of enforcement action pursued and the nature of remedies sought or imposed; the actions of prosecutors, regulatory authorities and courts; exchange rate fluctuations; development and use of new technology; recruitment and retention of a skilled workforce; the success or otherwise of partnering; the actions of competitors, trading partners, contractors, subcontractors, creditors, rating agencies and others; our access to future credit resources; business disruption and crisis management; the impact on our reputation of ethical misconduct and non-compliance with regulatory obligations; trading losses; major uninsured losses; decisions by Rosneft’s management and board of directors; the actions of contractors; natural disasters and adverse weather conditions; changes in public expectations and other changes to business conditions; wars and acts of terrorism; cyber-attacks or sabotage; and other factors discussed elsewhere in this report and under “Risk factors” in BP Annual Report and Form 20-F 2015 as filed with the US Securities and Exchange Commission.

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Computation of ratio of earnings to fixed charges

$ million except ratio
Earnings available for fixed charges:
Pre-tax loss from continuing operations before adjustment for income or loss from joint ventures
and associates (5,066 )
Fixed charges 1,360
Amortization of capitalized interest 125
Distributed income of joint ventures and associates 316
Interest capitalized (108 )
Preference dividend requirements, gross of tax (2 )
Non-controlling interest of subsidiaries’ income not incurring fixed charges (9 )
Total earnings available for fixed charges (3,384 )
Fixed charges:
Interest expensed 459
Interest capitalized 108
Rental expense representative of interest 791
Preference dividend requirements, gross of tax 2
Total fixed charges 1,360
Deficiency of earnings to fixed charges (4,744 )

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Capitalization and indebtedness

The following table shows the unaudited consolidated capitalization and indebtedness of the BP group as of 30 June 2016 in accordance with IFRS:

$ million
Share capital and reserves
Capital shares (1-2) 5,121
Paid-in surplus (3) 11,575
Merger reserve (3) 27,206
Treasury shares (18,570 )
Available-for-sale investments 2
Cash flow hedge reserve (1,089 )
Foreign currency translation reserve (6,403 )
Profit and loss account 74,884
BP shareholders’ equity 92,726
Finance debt (4-6)
Due within one year 5,120
Due after more than one year 50,607
Total finance debt 55,727
Total capitalization (7) 148,453

(1) Issued share capital as of 30 June 2016 comprised 18,783,173,523 ordinary shares, par value US$0.25 per share, and 12,706,252 preference shares, par value £1 per share. This excludes 1,614,415,223 ordinary shares which have been bought back and are held in treasury by BP. These shares are not taken into consideration in relation to the payment of dividends and voting at shareholders’ meetings.

(2) Capital shares represent the ordinary and preference shares of BP which have been issued and are fully paid.

(3) Paid-in surplus and merger reserve represent additional paid-in capital of BP which cannot normally be returned to shareholders.

(4) Finance debt recorded in currencies other than US dollars has been translated into US dollars at the relevant exchange rates existing on 30 June 2016.

(5) Obligations under finance leases are included within finance debt in the above table.

(6) As of June 2016, the parent company, BP p.l.c., had outstanding guarantees totalling $53,148 million, of which $53,118 million related to guarantees in respect of liabilities of subsidiary undertakings, including $51,474 million relating to finance debt of subsidiaries. Thus 92% of the Group’s finance debt had been guaranteed by BP p.l.c.

At 30 June 2016, $134 million of finance debt was secured by the pledging of assets. The remainder of finance debt was unsecured.

(7) There has been no material change since 30 June 2016 in the consolidated capitalization and indebtedness of BP.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BP p.l.c.

(Registrant)

Dated: 26 July 2016
J BERTELSEN Deputy Secretary

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