EX-99.1 2 d668900dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

BP p.l.c.

Unaudited pro forma consolidated income statement

 

 

The unaudited pro forma consolidated income statement for the year ended 31 December 2013, presented herein, is presented to give effect to the sale of BP’s 50% shareholding in TNK-BP, and BP’s acquisition of an additional 18.5% shareholding in Rosneft (the “Transaction”). On 3 May 2013, BP filed a Report on Form 6-K with the US Securities and Exchange Commission (the “SEC”) which included an unaudited pro forma consolidated income statement for the three months ended 31 March 2013 giving effect to the Transaction. On 6 May 2013, BP filed a Report on Form 6-K/A with the SEC which included an unaudited pro forma consolidated balance sheet as at 31 December 2012 and an unaudited pro forma consolidated income statement for the year ended 31 December 2012 giving effect to the Transaction. On 30 July 2013, BP filed a Report on Form 6-K with the SEC which included an unaudited pro forma consolidated income statement for the six months ended 30 June 2013 giving effect to the Transaction. On 29 October 2013, BP filed a Report on Form 6-K with the SEC which included an unaudited pro forma consolidated income statement for the nine months ended 30 September 2013 giving effect to the Transaction.

Disposal of TNK-BP

In BP Annual Report and Form 20-F 2012 the Transaction was disclosed as consisting of three tranches under which BP would receive $25.4 billion (including a $0.7 billion dividend received from TNK-BP in December 2012) and Rosneft shares representing a 3.04% stake in Rosneft; BP would then use $4.8 billion of the cash to acquire a further 5.66% in Rosneft from Rosneftegaz and $8.3 billion to acquire a further 9.80% stake in Rosneft from a Rosneft subsidiary. As disclosed in BP’s First quarter 2013 Form 6-K as filed with the SEC on a Report on Form 6-K dated 30 April 2013 (the “First Quarter Form 6-K”), on completion, the transactions between BP, Rosneft and the Rosneft subsidiary were instead settled on a net basis, such that BP received the 9.80% stake in Rosneft directly rather than receiving and immediately paying $8.3 billion in cash. The net result was the same.

The gain on disposal of BP’s investment in TNK-BP, recognized in the TNK-BP segment, was $12.5 billion:

 

     $ million  

Agreed cash disposal proceeds

     25,425   

Amount settled net in Rosneft shares (9.80% stake)

     (8,309

TNK-BP dividend received by BP in December 2012

     (709

Interest on cash proceeds

     239   
  

 

 

 

Disposal proceeds received in cash

     16,646   

Shares in Rosneft received (9.80% and 3.04% stake)

     10,755   
  

 

 

 

Consideration received

     27,401   

Less: carrying value of investment in TNK-BP

     (12,393
  

 

 

 
     15,008   

Deferral of gain

     (2,959

Gain on existing 1.25% investment in Rosneft

     523   

Other

     (72
  

 

 

 

Gain on disposal of investment in TNK-BP

     12,500   
  

 

 

 

Disposal proceeds of $4.9 billion were used to purchase a 5.66% stake in Rosneft from Rosneftegaz ($4.8 billion described above plus $0.1 billion of interest). The net cash inflow relating to the Transaction included in net cash flow from investing activities in the cash flow statement was $11.8 billion.

Part of the gain arising on the disposal, amounting to $3.0 billion, has been deferred due to BP selling its investment in TNK-BP to Rosneft, which following the Transaction is now accounted for by BP as an associate. The deferred gain will be released to BP’s income statement over time as the TNK-BP assets are depreciated or amortized.


BP p.l.c.

Unaudited pro forma consolidated income statement

 

 

 

Investment in Rosneft

BP’s investment in Rosneft is included in the balance sheet as at 31 December 2013 which is included within BP’s fourth quarter and full year 2013 results announcement as filed with the SEC on a Report on Form 6-K dated 4 February 2014 (the “Fourth Quarter Form 6-K”) in the line investments in associates. The investment is measured at cost less the deferred gain described above (in roubles), plus post-acquisition changes in BP’s share of Rosneft’s net assets, and amounted to approximately $13.0 billion at 31 March 2013:

 

     $ million  

Shares in Rosneft received

     10,755   

Shares purchased from Rosneftegaz

     4,871   

Value of agreements to purchase Rosneft shares accounted for as derivatives

     (726

Deferred gain

     (2,959
  

 

 

 

Amount included in capital expenditure

     11,941   

Value of existing 1.25% investment in Rosneft

     1,006   
  

 

 

 

Investment in Rosneft on completion

     12,947   
  

 

 

 

BP’s share of Rosneft’s post-acquisition earnings after tax (21 March – 31 March)

     85   

Exchange adjustments

     (62
  

 

 

 

Investment in Rosneft at 31 March 2013

     12,970   
  

 

 

 

As disclosed in the Fourth Quarter Form 6-K, the total amounts that will ultimately be paid by BP in relation to all the obligations relating to the Gulf of Mexico oil spill incident are subject to significant uncertainty and the ultimate exposure and cost to BP will be dependent on many factors, including in relation to any new information or future developments. These could have a material impact on our consolidated financial position, results of operations and cash flows. Except for those matters disclosed in BP Annual Report and Form 20-F 2012, the Report on Form 6-K dated 30 July 2013 containing BP’s second quarter 2013 results, and the Fourth Quarter Form 6-K as at the date hereof, the management of BP is not aware of any matters that could materially impact the results and financial position as presented in the unaudited pro forma consolidated income statement. The unaudited pro forma consolidated income statement has been prepared on the following basis:

 

    The unaudited pro forma consolidated income statement has been prepared on the basis of the best information available to BP’s management and on the basis of assumptions that BP’s management believes are factually supportable and recurring.

 

    The unaudited pro forma consolidated income statement has been derived from BP’s unaudited consolidated financial statements for the year ended 31 December 2013, and Rosneft’s Interim Condensed Consolidated Financial Statements (Unaudited) for the three months ended 31 March 2013 (as reported by Rosneft on 30 April 2013), including the results of TNK-BP for the three months ended 31 March 2013.

 

    The unaudited pro forma consolidated income statement for the year ended 31 December 2013 is presented to show the effect of the Transaction as if the Transaction had occurred on 1 January 2013.

 

    The unaudited pro forma consolidated income statement discloses income from continuing operations before non-recurring charges or credits directly attributable to the Transaction.

 

    The unaudited pro forma consolidated income statement should be read in conjunction with BP’s historical financial statements and accompanying notes.

 

    The unaudited pro forma consolidated income statement has been prepared for illustrative and informational purposes only and does not include adjustments for certain items, including those described below. As such, it is not intended to reflect what BP’s financial position and results of operations would have been had the Transaction occurred on the date indicated and is not necessarily indicative of our future financial position and future results of operations.

The pro forma adjustments represented in the unaudited pro forma consolidated income statement reflect the recognition of BP’s additional ownership of 18.5% of Rosneft, bringing BP’s total shareholding in Rosneft to 19.75%, with effect from 1 January 2013. The unaudited pro forma consolidated income statement includes adjustments to give effect to the following items:

 

    Removal of the $12,500 million gain on disposal of BP’s investment in TNK-BP.

 

    Adjustment for BP’s pro forma share of Rosneft’s profit after tax for the three months ended 31 March 2013, adjusted to reflect pro forma net income to Rosneft of BP’s previous 50% share of TNK-BP as if the Transaction completed on 1 January 2013.

The unaudited pro forma consolidated income statement does not include adjustments for:

 

    BP’s share of Rosneft’s profit after tax for the nine months ended 31 December 2013, as such profit after tax is already reflected in BP’s unaudited consolidated income statement filed with the Fourth Quarter Form 6-K.


    The pro forma effect of Rosneft’s acquisition of AAR’s 50% stake in TNK-BP which was completed on 21 March 2013, except for actual results from the date of the acquisition.

 

    Any non-recurring credits arising in Rosneft as a result of fair value adjustments in relation to Rosneft’s acquisition of TNK-BP.

 

    Income statement impacts, such as interest income, or interest expense saved, as a consequence of BP receiving net cash of $11.8 billion as a result of the Transaction.

 

    Any impact on earnings per share arising from BP’s statement that it will seek to offset any dilution of BP’s earnings per share arising from the Transaction.


BP p.l.c.

Unaudited pro forma consolidated income statement

 

 

 

BP p.l.c. unaudited pro forma consolidated income statement for the year ended 31 December 2013

 

                   Pro forma adjustments         
     Notes      As reported      Gain on TNK-
BP Disposal
    Rosneft      As adjusted  

$ million

             

Sales and other operating revenues

        379,136         —          —           379,136   

Earnings from joint ventures

             

– after interest and tax

        447         —          —           447   

Earnings from associates

             

– after interest and tax

     1,2         2,742         —          798         3,540   

Interest and other income

        777         —          —           777   

Gains on sale of businesses and fixed assets

     4         13,115         (12,500     —           615   
     

 

 

    

 

 

   

 

 

    

 

 

 

Total revenues and other income

        396,217         (12,500     798         384,515   

Other components of profit before interest and taxation

        364,448         —          —           364,448   
     

 

 

    

 

 

   

 

 

    

 

 

 

Profit before interest and taxation

        31,769         (12,500     798         20,067   

Finance costs

        1,068         —          —           1,068   

Net finance expense relating to pensions and other post-retirement benefits

        480         —          —           480   
     

 

 

    

 

 

   

 

 

    

 

 

 

Profit before taxation

        30,221         (12,500     798         18,519   

Taxation

     2         6,463         —          80         6,543   
     

 

 

    

 

 

   

 

 

    

 

 

 

Profit for the period

        23,758         (12,500     718         11,976   
     

 

 

    

 

 

   

 

 

    

 

 

 

Attributable to

             

BP shareholders

        23,451         (12,500     718         11,669   

Non-controlling interests

        307         —          —           307   
     

 

 

    

 

 

   

 

 

    

 

 

 
        23,758         (12,500     718         11,976   
     

 

 

    

 

 

   

 

 

    

 

 

 

Earnings per share - cents

             

Profit for the period attributable to BP shareholders

             

Basic

     3         123.87              61.64   

Diluted

     3         123.12              61.27   

See accompanying notes to unaudited pro forma consolidated income statement


BP p.l.c.

Unaudited pro forma consolidated income statement

 

 

 

Notes to Unaudited pro forma consolidated income statement

Basis of preparation

The unaudited pro forma consolidated income statement of BP has been derived from BP’s unaudited consolidated financial statements for the year ended 31 December 2013, Rosneft’s Interim Condensed Consolidated Financial Statements (Unaudited) for the three months ended 31 March 2013 (as reported by Rosneft on 30 April 2013) and the results of TNK-BP for the three months ended 31 March 2013, derived from Rosneft’s Interim Condensed Consolidated Financial Statements (Unaudited) for the three months ended 31 March 2013.

The unaudited pro forma consolidated income statement for the year ended 31 December 2013 is presented to show the effect of the Transaction as if the Transaction had occurred on 1 January 2013.

The unaudited pro forma consolidated income statement discloses income from continuing operations, before non-recurring charges or credits directly attributable to the Transaction.

Pro forma adjustments and assumptions

The unaudited pro forma consolidated financial statements reflect the adjustments and assumptions set out in Notes 1 to 4 below.

Note 1 Pro forma adjustments relating to BP’s acquisition of an additional 18.5% stake in Rosneft

Under IFRS, BP accounts for its investment in Rosneft according to IAS 28, Investments in Associates and Joint Ventures. An investment in an associate is accounted for using the equity method from the date on which it becomes an associate. On acquisition of the investment any difference between the cost of the investment and the investor’s share of the net fair value of the associate’s identifiable assets and liabilities is accounted for as follows:

 

(a) goodwill relating to an associate is included in the carrying amount of the investment.

 

(b) any excess of the investor’s share of the net fair value of the associate’s identifiable assets and liabilities over the cost of the investment is included as income in the determination of the investor’s share of the associate’s profit or loss in the period in which the investment is acquired.

Appropriate adjustments to the investor’s share of the associate’s profits or losses after acquisition are also made to account, for example, for depreciation of the depreciable assets based on their fair values at the acquisition date or for the amortization of identified intangible assets which may or may not be recognized in Rosneft’s own financial statements. Similarly, appropriate adjustments to the investor’s share of the associate’s profits or losses after acquisition are made for impairment losses recognized by the associate, such as for goodwill or property, plant and equipment. BP has completed the exercise to determine the fair value of its share of Rosneft’s assets and liabilities as at 21 March 2013, as required under IFRS, and the results of this exercise are reflected in the fourth quarter and full year 2013 reported amounts.

Note 2 Pro forma adjustments for Rosneft and TNK-BP

Financial information for Rosneft has been derived from its Interim Condensed Consolidated Financial Statements (Unaudited) for the three months ended 31 March 2013, prepared in Russian roubles and under IFRS as published by the IASB. The following exchange rates have been used to convert Russian roubles to US Dollars:

 

Income statement for the three months ended 31 March 2013

     30.4019   

BP’s share of Rosneft’s adjusted profit after tax for the three months ended 31 March 2013 is calculated as follows:

 

     Three months ended  
     31 March 2013  

Rosneft’s reported net income (billion roubles)

     101   

TNK-BP result relating to BP’s 50% share for 79 days (billion roubles)

     35   
  

 

 

 

Rosneft’s adjusted net income (billion roubles)

     136   

USD:RUB year-to-date average exchange rate

     30.4019   
  

 

 

 

Rosneft’s reported adjusted net income ($ million)

     4,473   
  

 

 

 

BP’s share (19.75%) of Rosneft’s adjusted consolidated net income ($ million)

     883   

Less: amount already recognized in BP’s unaudited consolidated income statement ($ million)

     85   
  

 

 

 

Net adjustment ($ million)

     798   
  

 

 

 


Rosneft’s results above have been adjusted to reflect the net income of BP’s previous 50% stake in TNK-BP as if the Transaction completed on 1 January 2013.

The unaudited pro forma consolidated income statement does not include adjustments for BP’s share of Rosneft’s profit after tax for the nine months ended 31 December 2013, as such profit after tax is already reflected in BP’s unaudited consolidated income statement filed with the Fourth Quarter Form 6-K.

Distributions from Rosneft to BP are subject to Russian withholding tax at a rate of up to 15%. In the unaudited pro forma consolidated income statement a provision has been recognized for this withholding tax at an assumed rate of 10% in accordance with the current UK/Russia Double Taxation Convention.


BP p.l.c.

Unaudited pro forma consolidated income statement

 

 

 

Note 3 Earnings per share

The weighted average numbers of BP ordinary shares outstanding during the period used to calculate earnings per share are as follows:

 

     Year ended  
     31 December 2013  

Basic weighted average number of shares outstanding (thousand)

     18,931,021   

Weighted average number of shares outstanding used to calculate diluted earnings per share (thousand)

     19,046,173   

Note 4 Material non-recurring credit which resulted directly from the Transaction

As a direct result of the Transaction, a gain on disposal of BP’s investment in TNK-BP in the amount of $12.5 billion was recognized in BP’s unaudited consolidated income statement for the three months ended 31 March 2013. The unaudited pro forma consolidated income statement has been adjusted to exclude this gain on disposal.