BP 2012 Annual Report Download - page 177

Additional disclosures 175
BP Annual Report and Form 20-F 2012
the separate BP claims program in respect of claimants not in the
Economic and Property Damages class as determined by the Economic
and Property Damages Settlement Agreement or who have requested to
opt out of that settlement. Fines, penalties and claims administration
costs are not covered by the trust fund. Under the terms of the Trust
Agreement, BP has no right to access the funds once they have been
contributed to the trust fund. BP will receive funds from the trust fund
only upon its expiration, if there are any funds remaining at that point. BP
has the authority under the Trust Agreement to present certain resolved
claims, including natural resource damages claims and state and local
response claims, to the Trust for payment, by providing the trustees with
all the required documents establishing that such claims are valid under
the Trust Agreement. However, any such payments can only be made on
the authority of the trustee and any funds distributed are paid directly to
the claimants, not to BP. The Trust Agreement is governed by the laws of
the State of Delaware.
On 30 September 2010, BP entered a pledge and collateral agreement in
favour of John S Martin, Jr and Kent D Syverud (the Pledge Agreement),
which pledged certain Gulf of Mexico assets as collateral for the trust fund
funding obligation. The pledged collateral consists of an overriding royalty
interest in oil and gas production of BP’s Thunder Horse, Atlantis, Mad
Dog, Great White and Mars, Ursa and Na Kika assets in the Gulf of
Mexico. A wholly owned company called Verano Collateral Holdings LLC
(Verano) has been created to hold the overriding royalty interest, which
was capped at $1.25 billion per quarter and $17 billion in total. Verano
pledged the overriding royalty interest to the Trust as collateral for BP’s
remaining contribution obligations to the Trust. An event of default under
the Pledge Agreement arose if BP failed to make any contribution under
the Trust Agreement when due or otherwise failed to observe certain
other obligations, subject to specified cure periods. Following an event of
default, the trustees were entitled to exercise all remedies as secured
parties in respect of the collateral, including receipt of royalty interests
from the pledged assets, having all or part of the limited liability company
interests registered in the trustees’ name and selling the collateral at
public or private sale. The Pledge Agreement was governed by the laws of
the State of Texas. On 9 November 2011 the Pledge Agreement and the
related overriding royalty interest conveyance and mortgage were
amended and restated (such documents collectively referred to as the
Amended and Restated Pledge Agreement) to change the overriding
royalty interest effective as of 1 October 2011 to $14.7 billion. Beginning
on 2 January 2012, and on the first business day of each subsequent
calendar quarter, the overriding royalty interest is recalculated as the
remaining outstanding contributions owed by BP to the Trust as of that
date multiplied by a factor of 1.45. On 2 January 2012 the overriding
royalty interest was recalculated as $7.1 billion. The Amended and
Restated Pledge Agreement also changed the definition of an event of
default to be a failure by BP to make required payments pursuant to the
terms of the Trust Agreement. BP completed its trust funding obligation
during the fourth quarter of 2012, and the Amended and Restated Pledge
Agreement was terminated in accordance with its terms as of
16 November 2012.
Related-party transactions
Transactions between the group and its significant jointly controlled
entities and associates are summarized in Financial statements – Note 24
on page 218 and Note 25 on page 219. In the ordinary course of its
business, the group enters into transactions with various organizations
with which certain of its directors or executive officers are associated.
Except as described in this report, the group did not have material
transactions or transactions of an unusual nature with, and did not make
loans to, related parties in the period commencing 1 January 2012 to
19 February 2013.
Exhibits
The following documents are filed in the Securities and Exchange
Commission (SEC) EDGAR system, as part of this Annual Report on Form
20-F, and can be viewed on the SEC’s website.
Exhibit 1 Memorandum and Articles of Association of BP p.l.c.*†
Exhibit 4.1 The BP Executive Directors’ Incentive Plan*†
Exhibit 4.2 Amended BP Deferred
Annual Bonus Plan 2005†
Exhibit 4.3 Amended Director’s Secondment Agreement for
R W Dudley†
Exhibit 4.4 Amended Director’s Service Contract and Secondment
Agreement for R W Dudley*†
Exhibit 4.5 Amended Director’s Service Contract and Secondment
Agreement for Dr B E Grote**†
Exhibit 4.6 Director’s Service Contract for I C Conn***†
Exhibit 4.7 Director’s Service Contract for Dr B Gilvary**†
Exhibit 7 Computation of Ratio of Earnings to Fixed Charges
(Unaudited)†
Exhibit 8 Subsidiaries (included as Note 45 to the Financial
Statements)
Exhibit 10.1 Trust Agreement dated as of 6 August 2010 among BP
Exploration & Production Inc., John S Martin, Jr and Kent
D Syverud, as individual trustees, and Citigroup Trust-
Delaware, N.A., as corporate trustee, as amended by an
Addendum, dated 6 August 2010*†
Exhibit 11 Code of Ethics****†
Exhibit 12 Rule 13a – 14(a) Certifications†
Exhibit 13 Rule 13a – 14(b) Certifications#†
Exhibit 99.1 Judgment in a Criminal Case and Order as to BP
Exploration and Production, Inc., in United States of
America v. BP Exploration and Production, Inc., dated
29 January 2013†
Exhibit 99.2 Consent of defendant BP p.l.c., dated 3 October 2012†
Exhibit 99.3 Final Judgment and Order as to defendant BP p.l.c., in
Securities and Exchange Commission v. BP p.l.c., dated
10 December 2012†
* Incorporated by reference to the company’s Annual Report on Form 20-F for the year ended
31 December 2010.
** Incorporated by reference to the company’s Annual Report on Form 20-F for the year ended
31 December 2011.
*** Incorporated by reference to the company’s Annual Report on Form 20-F for the year ended
31 December 2004.
**** Incorporated by reference to the company’s Annual Report on Form 20-F for the year ended
31 December 2009.
# Furnished only.
† Included only in the annual report filed in the Securities and Exchange Commission EDGAR
system.
The total amount of long-term securities of the Registrant and its
subsidiaries authorized under any one instrument does not exceed 10% of
the total assets of BP p.l.c. and its subsidiaries on a consolidated basis.
The company agrees to furnish copies of any or all such instruments to
the SEC on request.
Additional disclosures