11-K 1 a2023form11-k.htm 11-K Document

美国
证券交易委员会
华盛顿特区20549

表格11-K

(标记一)
根据1934年证券交易法第15(d)条款的年度报告

截至财年结束2023年12月31日

或者

根据1934年证券交易法第15(d)条款的过渡报告

在从________到________的过渡期间

佣金文件号 1-6262

A.计划的完整标题和地址,如果与下文提到的发行者不同:

BP雇员储蓄计划
BP合作伙伴储蓄计划
BP 直接储蓄计划
BPX能源员工储蓄计划

501 westlake park boulevard
德克萨斯州休斯顿77079

B.持有该计划的证券的发行人及其主要执行办事处的地址:

BP有限公司。
1圣詹姆斯广场
伦敦 SW1Y 4PD 英格兰






独立注册公共会计师事务所报告

致计划参与者和计划管理员:

BP员工储蓄计划;
BP合作伙伴储蓄计划;
BP DirectSave计划;和
BPX 能源员工储蓄计划

基本报表意见

我们已经对截至2023年12月31日和2022年的BP雇员储蓄计划、BP合伙人储蓄计划、BP DirectSave计划和BPX能源雇员储蓄计划(统称为"计划")的可供福利的净资产报表,以及截至2023年12月31日的相关可供福利净资产变动报表进行了审计,并对截至2023年12月31日的财务报表附注(统称为"基本报表")发表意见。在我们看来,这些财务报表以美国通用会计原则为依据,全面、公正地展示了2023年12月31日和2022年计划的可供福利净资产,以及截至2023年12月31日的可供福利净资产变动。

意见依据

这些基本报表是计划管理层的责任。我们的责任是根据我们的审计对计划的基本报表发表意见。我们是一家注册在美国公众公司会计监督委员会(PCAOB)的上市会计师事务所,根据美国联邦证券法和证券交易委员会及PCAOB的适用规定,对计划必须保持独立性。

我们根据PCAOB的标准进行了审计。那些标准要求我们计划和实施审计,以获得合理的保证,以确定财务报表是否存在重大误报,无论是由于错误还是欺诈。我们的审计包括执行程序,评估财务报表存在的重大误报风险,无论是由于错误还是欺诈,并执行相应的程序来应对这些风险。这样的程序包括测试财务报表中金额和披露的证据。我们的审计还包括评估管理层使用的会计原则以及进行的重大估计,以及评估财务报表的总体表现。我们认为我们的审计为我们提供了对我们的意见的合理依据。

补充时间表报告

截至2023年12月31日,资产补充表(年末持有)已经按照与计划财务报表审计程序一起执行的程序进行了审计。资产补充表由计划管理部门负责。我们的审计程序包括确定补充表是否与财务报表或相关的会计和其他记录进行了调和,并执行程序来检验补充表中呈现的信息的完整性和准确性。在形成我们对补充表的意见时,我们评估了补充表是否根据劳工部根据1974年《雇员退休收入安全法》规定的报告和披露规则和法规进行了呈现。在我们的意见中,这些表在所有重大方面与财务报表整体相一致。

/s/ DELOITTE&Touche LLP。

Houston, Texas
2024年6月24日

我们自2018年起担任计划的审计员。
1



纳税人识别号 36-1812780

英国石油员工储蓄计划

可用于福利的净资产表
2023年12月31日
数千美元


英国石油员工
储蓄计划
(计划编号 001)

英国石油合作关系
储蓄计划
(计划编号 051)

英国石油直接储蓄
401(k)计划的雇主贡献
(计划编号 052)
BPX 能源
员工储蓄
401(k)计划的雇主贡献
(计划编号 100)
资产:
投资于BP 员工储蓄计划信托$7,662,451 $28,060 $34,416 $296,503 
参与者的应收票据43,539 133 762 2,484 
总资产7,705,990 28,193 35,178 298,987 
负债:
过多的捐款 $$— $12 $— 
可用于福利目的的净资产$7,705,982 $28,193 $35,166 $298,987 


附注是这些报表的组成部分。


2



纳税人识别号 36-1812780

英国石油员工储蓄计划

可用于福利的净资产表
2022年12月31日
数千美元


BP员工
储蓄计划
(计划编号001)

BP合作伙伴
储蓄计划
(计划编号051)

BP DirectSave
401(k)计划的雇主贡献
(计划编号 052)
BPX 能源
员工储蓄
401(k)计划的雇主贡献
(计划编号 100)
资产:
投资于BP Master Trust以供员工储蓄计划$6,890,705 $26,081 $1,014 $227,419 
参与者的应收票据45,872 210 — 2,077 
总资产6,936,577 26,291 1,014 229,496 
可用于福利目的的净资产$6,936,577 $26,291 $1,014 $229,496 


附注是这些报表的组成部分。


3



EIN 36-1812780

BP 员工储蓄计划

可用于福利的净资产变动表
截至2023年12月31日的年度报告
数千美元


BP员工
储蓄计划
(计划编号001)

BP合作伙伴
储蓄计划
(计划编号051)

BP直接储蓄
401(k)计划的雇主贡献
(计划编号 052)
BPX 能源
员工储蓄
401(k)计划的雇主贡献
(计划编号 100)
增加:
捐款:
参与者缴纳款项$200,267 $$1,335 $15,814 
公司贡献111,878 — 968 22,371 
滚存款项30,610 — 467 5,248 
总捐款342,755 2,770 43,433 
来自参与者应收票据的利息2,499 30 134 
员工储蓄计划BP主管信托的净投资收入1,130,987 4,165 2,985 45,754 
总添加1,476,241 4,173 5,785 89,321 
扣除款项:
参与者获得的福利支出734,673 2,270 5,118 19,768 
行政费用482 62 
总扣除额735,155 2,271 5,127 19,830 
年度内净资产的净增加741,086 1,902 658 69,491 
转入计划/计划合并(注1)28,319 — 33,494 — 
转让后资产的净增加 769,405 1,902 34,152 69,491 
可用于养老的净资产:
年初$6,936,577 $26,291 $1,014 $229,496 
年末$7,705,982 $28,193 $35,166 $298,987 


附注是这些报表的组成部分。

4


英国石油员工储蓄计划

财务报表注释。
1.    计划描述

The accompanying financial statements comprise employee savings plans sponsored by BP Corporation North America Inc. (the “Company”) that participate in the BP Master Trust for Employee Savings Plans (the “Master Trust”). The Company is an indirect wholly owned subsidiary of BP p.l.c. (“BP”).

The following description of the BP Employee Savings Plan, the BP Partnership Savings Plan, the BP DirectSave Plan and the BPX Energy Employee Savings Plan (the “Plans”) provides only general information. Participants should refer to the applicable Plan document and Summary Plan Description for additional information. The Plans are subject to and comply with the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

The purpose of the Plans is to encourage eligible employees to regularly save part of their earnings and to assist them in accumulating additional financial security for their retirement. The Plans provide that both participant contributions and Company matching contributions be held in a trust by an independent trustee for the benefit of participating employees. All plan assets are held in the Master Trust. The trustee of the Master Trust is State Street Bank and Trust Company (“State Street”).

Fidelity Workplace Services, LLC ("Fidelity") is the recordkeeper for the Plans. The Company is the Plan sponsor and the Company’s Reward Delivery Manager, US Retirement Plans is the Plan Administrator for the Plans.

General

BP Employee Savings Plan

The BP Employee Savings Plan (“ESP”) was established on July 1, 1955. Generally, an employee of the Company (or a participating affiliate) is eligible to participate in ESP immediately upon the date of hire. Employees who are represented by a labor organization that has bargained for and agreed to the provisions of ESP are also eligible.

Under ESP, participating employees may contribute up to 80 percent of their qualified pay on a pre-tax, after-tax and/or Roth 401(k) basis, subject to Internal Revenue Service (“IRS”) limits. Participants who attain the age of 50 before the end of the applicable plan year are eligible to make additional elective deferrals (catch-up contributions), subject to IRS limits. A specified portion of the employee contribution, up to a maximum of 7 percent of compensation, as defined under the Plan, is matched each pay period by the Company. Participants are permitted to rollover amounts into ESP representing distributions from other qualified plans.

The Plan includes an auto-enrollment provision whereby all eligible new hires and rehires are automatically enrolled in the Plan unless they affirmatively elect not to participate. Automatically enrolled participants have their pre-tax deferral rate set at 7 percent of eligible compensation and their contributions invested in a target date fund nearest the employee’s retirement date (assumed to be at age 65).

Participants may convert eligible assets into Roth 401(k) accounts within the Plan.

The benefit to which a participant is entitled is the benefit that can be provided by the participant’s vested account balance. Participants are immediately and fully vested in their participant contribution accounts. Full vesting in Company contribution accounts occurs with three years of vesting service. The Plan may use forfeitures to reduce future Company contributions or to pay plan expenses. During the 2023 plan year, $9,968,492 were used to reduce Company contributions. At December 31, 2023 and 2022, forfeited non-vested accounts totaled $1,023,158 and $9,532,702, respectively.

BP Partnership Savings Plan

The BP Partnership Savings Plan (“PSP”) was established on April 1, 1988. Employees associated with the BP Pulse sub-entity and certain salaried employees of the Company who are associated with Global Business Services Americas and BP Products North America Inc. are eligible to participate in PSP immediately upon the date of hire.
5


BP EMPLOYEE SAVINGS PLANS

NOTES TO FINANCIAL STATEMENTS
Under PSP, participating employees may contribute up to 80 percent of their qualified pay on a pre-tax, after-tax and/or Roth 401(k) basis, subject to IRS limits. Participants who attain the age of 50 before the end of the applicable plan year are eligible to make additional elective deferrals (catch-up contributions), subject to IRS limits.

A specified portion of the employee contribution, up to a maximum of 3 percent of compensation, as defined under the Plan, is matched each pay period by the Company. Participants are permitted to rollover amounts into PSP representing distributions from other qualified plans.

The Plan includes an auto-enrollment provision whereby all eligible new hires and rehires are automatically enrolled in the Plan unless they affirmatively elect not to participate. Automatically enrolled participants have their pre-tax deferral rate set at 3 percent of eligible compensation and their contributions invested in a target date fund nearest the employee’s retirement date (assumed to be at age 65).

Participants may convert eligible assets into Roth 401(k) accounts within the Plan.

The benefit to which a participant is entitled is the benefit that can be provided by the participant’s vested account balance. Participants are immediately and fully vested in their participant contribution accounts. Full vesting in Company contribution accounts occurs with three years of vesting service. The Plan may use forfeitures to reduce future Company contributions or to pay plan expenses. During the 2023 plan year, no forfeitures were used to reduce Company contributions. At December 31, 2023 and 2022, forfeited non-vested accounts totaled $65,803 and $123,781, respectively.

BP DirectSave Plan

The BP DirectSave Plan (“DSP”) was established on April 1, 1988. Employees of the Company and its subsidiaries who are employees at Company-operated retail locations are eligible to participate in the DSP immediately upon the date of hire.

Under DSP, participating employees may contribute up to 80 percent of their qualified pay on a pre-tax, after-tax and/or Roth 401(k) basis, subject to IRS limits. Participants who attain the age of 50 before the end of the applicable year are eligible to make additional elective deferrals (catch-up contributions), subject to IRS limits. Eligible participants must complete six months of Company service to be eligible for Company matching contributions. Once eligible, a specified portion of the employee contribution, up to a maximum of 4 percent of compensation, as defined under the Plan, is matched each pay period by the Company. Participants are permitted to rollover amounts into DSP representing distributions from other qualified plans.

A participant may convert eligible assets into Roth 401(k) accounts within the Plan.

The benefit to which a participant is entitled is the benefit that can be provided by the participant’s vested account balance. Participants are immediately and fully vested in their participant contribution accounts. Participants are immediately and fully vested in Company matching contributions made on or after April 1, 2023. Vesting in Company contributions made before April 1, 2023, occurred at 25 percent after two years of vesting service and 100 percent after three years of vesting service. The Plan may use forfeitures to reduce future Company contributions or to pay plan expenses. During the 2023 plan year, $21,739 were used to reduce Company contributions. At December 31, 2023 and 2022, forfeited non-vested accounts totaled $156,866 and $114,918, respectively.

BPX Energy Employee Savings Plan

The BPX Energy Employee Savings Plan (“BPX”) was established on January 1, 2015. Employees of the Company and its subsidiaries who are working in the BPX energy unit are eligible to participate in the Plan. Participants were previously eligible to participate in ESP. Account balances may be moved from ESP to BPX at the participant’s direction.

6


BP EMPLOYEE SAVINGS PLANS

NOTES TO FINANCIAL STATEMENTS
Under BPX, participating employees may contribute up to 80 percent of their qualified pay on a pre-tax, after-tax and/or Roth 401(k) basis, subject to IRS limits. Participants who attain the age of 50 before the end of the applicable year are eligible to make additional elective deferrals (catch-up contributions), subject to IRS limits. A specified portion of the employee contribution, up to a maximum of 7 percent of compensation, as defined under the Plan, is matched each pay period by the Company. Participants are permitted to rollover amounts into BPX representing distributions from other qualified plans.

The Company will contribute as soon as reasonably possible to the Master Trust a nonelective employer contribution each pay period. The contribution will be allocated to the account of each participant who is an active participant during such pay period. The amount for investment is equal to 7 percent of such participant’s compensation during such pay period provided, however, that nonelective employer contributions made with respect to a calendar year on behalf of a participant may not exceed the IRS limitations.

The Plan includes an auto-enrollment provision whereby all eligible new hires and rehires are automatically enrolled in the Plan unless they affirmatively elect not to participate. Automatically enrolled participants have their pre-tax deferral rate set at 7 percent of eligible compensation and their contributions invested in a target date fund nearest the employee’s retirement date (assumed to be at age 65).

A participant may convert eligible assets into Roth 401(k) accounts within the Plan.

The benefit to which a participant is entitled is the benefit that can be provided by the participant’s vested account balance. Participants are immediately and fully vested in their participant contribution accounts. Full vesting in the nonelective and Company contribution accounts occurs with three years of vesting service. The Plan may use forfeitures to reduce future Company contributions or to pay plan expenses. During the 2023 plan year, $1,045,891 forfeitures were used to reduce Company. At December 31, 2023 and 2022, forfeited non-vested accounts totaled $210,585 and $602,270 respectively.

Plan Mergers

On September 30, 2022, BP acquired full ownership of its Thorntons joint venture. Thorntons employees became eligible to participate in either ESP or DSP effective April 1, 2023.

Participant account balances of $28.3 million related to participants in the Thornton Employee Savings (401(k)) Plan (the “Thornton Plan”) who were eligible to participate in ESP were transferred to ESP on April 19, 2023. Following the transfer into the ESP, the Thornton Plan was merged into DSP, and the remaining participant account balances of $33.4 million were transferred to DSP on April 19, 2023. The transfer amounts are recorded in the Statement of Changes in Net Assets.


Investment Options

Investment options offered under the Plans include target date funds, equity and fixed-income (bond) index funds, a short-term investment fund, a stable value investment option ("Income Fund") and BP American Depository Shares (“BP ADS”) (the BP Stock Fund). The Income Fund invests in fully benefit-responsive investment contracts ("Synthetic Guaranteed Investment Contracts") that simulate the performance of a Guaranteed Investment Contract, whereby participants execute plan transactions at contract value.

Participants may change the percentage they contribute and the investment direction of their contributions daily. Company contributions are made in the form of cash contributions and are invested in funds selected by participants.

Participants may elect to sell any portion of their investment fund(s) and reinvest the proceeds in one or more of the other available investment alternatives. Except where the fund provider, the recordkeeper, or the Plan has restrictions or takes discretionary action responsive to frequent trading or market timing concerns, there are no restrictions on the number of transactions a participant may authorize during the year.


7


BP EMPLOYEE SAVINGS PLANS

NOTES TO FINANCIAL STATEMENTS
Administrative Expenses/Fund Management Fees

Fees related to the administration of participant loans and overnight delivery charges are deducted from the applicable participant’s account. All reasonable and necessary administrative expenses are paid out of the Master Trust or paid by the Company. Generally, fees and expenses related to investment management of each investment option are paid out of the respective funds. As a result, the returns on those investments are net of the investment management fees. The Plans offer a managed accounts service to participants, which is an investment management service provided by Fidelity. Advisory fees related to this service are paid by participants who elect to participate.

Payment of Benefits

Participants may elect to receive in-service withdrawals subject to various restrictions as described in the applicable Plan document. Upon termination of employment, a participant may elect to receive his or her vested account balance in a lump-sum payment or in installments. A participant may also elect to defer receipt of his or her vested account balance, partially or wholly, to a later date.

Notes Receivable from Participants

Participants are eligible to borrow from their account balances in the Plans. Loans are made in the form of cash and the amount may not exceed the lesser of 50 percent of the market value of the total vested participant’s account or $50,000 less the participant’s highest loan balance outstanding during the preceding 12 months. The minimum loan amount is $1,000. Interest rates charged on unpaid balances are fixed for the duration of the loan. The interest rate charged for ESP, PSP, and BPX,is determined by the Plan Administrator based on the prevailing rates charged on similar commercial loans plus 1%. The interest rate charged for DSP is determined by the Plan Administrator based on the prevailing rates charged on similar commercial loans. Repayment of loan principal and interest is generally made by payroll deductions which are credited to the participant’s account. The loan repayment period is limited to five years for a general purpose loan and 15 years for a loan used to purchase or build a principal residence.

Contribution Policy

Employee contributions and employer matching contributions are recorded when withheld or when earned respectively.

Plan Termination

Although it has not expressed any intention to do so, the Company has the right under the Plans to discontinue its contributions at any time and to terminate the Plans subject to the provisions set forth in ERISA. In the event of a plan termination, participants would become 100 percent vested in their Company matching contribution accounts.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting. The financial statements of the Plans are prepared under the accrual method of accounting in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates.

Payment of Benefits. Benefits are recorded when paid.

Transfers. Eligibility requirements differ from Plan to Plan. If a participant becomes eligible for a different plan within the Company’s control group, as defined by ERISA, the participant is permitted to transfer balances from the old Plan to the new Plan at any time. Participant account balance transfers are accounted for as rollover contributions in the statement of changes in net assets available for benefits.

8


BP EMPLOYEE SAVINGS PLANS

NOTES TO FINANCIAL STATEMENTS
Excess Contributions Payable. The Plans are required to return contributions received during the Plan year in excess of the Internal Revenue Code (“IRC”) limits.

Investment Valuation and Income Recognition. All investment assets held by the Master Trust (except for the Income Fund) are stated at fair value. Further information regarding the techniques used to measure the fair value of investment assets held by the Master Trust is detailed in Note 6 (Fair Value Measurements).

In connection with the Income Fund, the Master Trust invests in fully benefit-responsive investment contracts also known as Synthetic Guarantee Investment Contracts. See Note 5 (Master Trust). The Synthetic Guaranteed Investment Contracts are measured at contract value. Contract value is the relevant measurement attributable to fully benefit-responsive investment contracts, as contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plans.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Notes Receivable from Participants. Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. If a participant ceases to make loan repayments and the Plan Administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.

3.    FEDERAL INCOME TAX STATUS

The IRS has determined and informed the Company by letters dated as shown below, that the Plans and related trust were designed in accordance with the applicable regulations of the IRC.

PlanDate
ESPJuly 1, 2016
PSPApril 19, 2016
DSPApril 19, 2016
BPXApril 19, 2016

The Plans have been amended and restated since receiving the determination letters. However, the Company and Plan Administrator believe that the Plans are currently designed and operated in compliance with the applicable requirements of the IRC, and the Plans and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plans' financial statements.

4.    RISKS AND UNCERTAINTIES

Investment securities held in the Master Trust are exposed to various risks such as interest rate, market risks and credit risks. Market risks include global events which could impact the value of investment securities, such as pandemic or international conflict. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

Included in investments at December 31, 2023 and 2022, are shares of BP ADS of $778 million and $785 million, respectively. This investment represents 9.72 percent and 10.98 percent of total investments at December 31, 2023 and 2022, respectively. A significant decline in the market value of the BP ADS would significantly affect the net assets available for benefits.

9


BP EMPLOYEE SAVINGS PLANS

NOTES TO FINANCIAL STATEMENTS

5.    MASTER TRUST

The purpose of the Master Trust is the collective investment of assets of the Plans. Each Plan’s interest in the Master Trust is based on account balances of the participants and their elected investment options. The Master Trust assets are allocated among the Plans by assigning to each Plan those transactions (primarily contributions, benefit payments and plan-specific expenses) that can be specifically identified and by allocating among all Plans, in proportion to the fair value of the assets assigned to each Plan, income and expenses resulting from the collective investment of the assets of the Master Trust.

Investment income and administrative expenses related to the Master Trust are allocated to the individual Plans on a daily basis based on each participant’s account balance within each investment fund option.

Fully Benefit-Responsive Investment Contracts. In connection with the Income Fund, the Master Trust enters into contracts that meet fully benefit-responsive investment contract criteria and therefore are reported at contract value. Contract value represents contributions made under each contract, plus earnings, less participant withdrawals and administrative expenses. The Master Trust’s interest in these contracts represents the maximum potential credit loss from concentrations of credit risk associated with its investment.

The contracts provide for the payment of a stated interest crediting rate for a specified period of time. The underlying fixed income assets that support the interest crediting rate are owned by the Master Trust. Under the contracts, investment gains and losses on the underlying assets are not reflected immediately in the interest crediting rate. Rather, the gains and losses are amortized, usually over time to maturity or the duration of the underlying assets, through adjustments to future interest crediting rates. These adjustments generally result in contract value, over time, converging with the market value of the underlying fixed income assets. Factors affecting future interest crediting rates include the current yield, duration and the existing difference between market value of the underlying fixed income assets and contract value. Interest crediting rates, which cannot be less than zero percent, are generally reset monthly. The issuers of the contracts guarantee that all qualified participant withdrawals occur at contract value, subject to certain limitations described below.

Contract termination occurs whenever the contract value or market value of the underlying assets reaches zero or upon certain events of default. If the contract terminates due to a contract issuer default or if the market value of the underlying portfolio reaches zero, the contract issuer will generally be required to pay any excess contract value at the date of termination. If the Plans default in their obligation under the agreements and the default is not cured within the time permitted, the Plans will receive the market value as of the date of termination. Contract termination also may occur by either party upon election and notice.

Certain events may limit the ability of the Plans to transact at contract value with an issuer. Such events include (i) amendments to Plan documents or the Plans’ administration (including complete or partial plan termination or merger with another plan); (ii) changes to the Plans’ prohibition on competing investment options or deletion of equity wash provisions; (iii) the failure of the Plans or the Master Trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA; (iv) bankruptcy of the Plan sponsor or other Plan sponsor event (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the Plans; and (v) the delivery of any communication to plan participants designed to influence a participant’s behavior in the investment option. At this time, management does not believe that the occurrence of any such event, which would limit the Plans’ ability to transact at contract value with participants, is probable.

In addition, certain events allow the issuer to terminate the contracts with the Plans and settle at an amount different from contract value. Those events may be different under each contract. Such events may include (i) an uncured violation of the Plans’ investment guidelines; (ii) a breach of material obligation under the contract; (iii) a material misrepresentation; and (iv) a material amendment to the agreements without the consent of the issuer.

Plans’ Interest in Master Trust. The Plans have a divided interest in the investments held in the Master Trust since each Plan’s interest is based on the account balances of the participants and their elected investment options. Each
10


BP EMPLOYEE SAVINGS PLANS

NOTES TO FINANCIAL STATEMENTS
Plan’s beneficial interest in the underlying investment options does not vary significantly from each Plan’s beneficial interest in the total net assets of the Master Trust.

The net assets of the Master Trust and the Plans' interest in the Master Trust as of December 31, 2023, are as follows:
NET ASSETS
thousands of dollars
Master TrustESP's Interest in Master TrustPSP's Interest in Master TrustDSP's Interest in Master TrustBPX's Interest in Master Trust
Investments at fair value:
BP ADS$778,429 $762,208 $2,226 $1,415 $12,580 
Common/collective trust funds6,906,192 6,570,475 24,589 31,905 279,223 
Money market funds39,408 38,680 147 54 527 
Cash20 20 — — — 
Total investments at fair value7,724,049 7,371,383 26,962 33,374 292,330 
Benefit responsive investment contracts at contract value287,674 281,817 1,057 903 3,897 
Total investments8,011,723 7,653,200 28,019 34,277 296,227 
Receivables:
Pending transactions7,448 7,028 33 134 253 
Dividends and interest2,546 2,497 34 
Total assets8,021,717 7,662,725 28,061 34,417 296,514 
Accounts payable:
Accrued fees and other287 274 11 
Total liabilities287 274 11 
Net assets$8,021,430 $7,662,451 $28,060 $34,416 $296,503 

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BP EMPLOYEE SAVINGS PLANS

NOTES TO FINANCIAL STATEMENTS
The net assets of the Master Trust and the Plans' interest in the Master Trust as of December 31, 2022, are as follows:
NET ASSETS
thousands of dollars
Master TrustESP's Interest in Master TrustPSP's Interest in Master TrustDSP's Interest in Master TrustBPX's Interest in Master Trust
Investments at fair value:
BP ADS$784,880 $770,782 $2,248 $86 $11,764 
Common/collective trust funds5,950,812 5,715,950 22,626 704 211,532 
Money market funds43,979 43,108 152 18 701 
Total investments at fair value6,779,671 6,529,840 25,026 808 223,997 
Benefit responsive investment contracts at contract value365,825 361,172 1,047 203 3,403 
Total investments7,145,496 6,891,012 26,073 1,011 227,400 
Receivables:
Dividends and interest2,415 2,372 34 
Total assets7,147,911 6,893,384 26,081 1,012 227,434 
Accounts payable:
Pending transactions2,124 2,132 (2)(3)(3)
Accrued fees and other568 547 18 
Total liabilities2,692 2,679 — (2)15 
Net assets$7,145,219 $6,890,705 $26,081 $1,014 $227,419 



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BP EMPLOYEE SAVINGS PLANS

NOTES TO FINANCIAL STATEMENTS
The changes in net assets of the Master Trust for the year ended December 31, 2023, are as follows:

CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2023
thousands of dollars
Additions of assets attributed to:
Transfer of assets from participating plans:
Participant contributions$217,437 
Company contributions135,217 
Rollover contributions36,325 
Repayments of notes receivable and interest from participants23,291 
Net appreciation in fair value of investments1,117,671 
Interest, dividends and other68,170 
Transfer In60,747 
Total additions1,658,858 
Deductions of assets attributed to:
Transfer of assets to participating plans:
Benefits paid to participants759,437 
Notes receivable from participants20,703 
Administrative expenses554 
Fund management fees1,953 
Total deductions782,647 
Net increase in assets during year876,211 
Net Assets:
Beginning of year7,145,219 
End of year$8,021,430 

6.    FAIR VALUE MEASUREMENTS

Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below.

Level 1 inputs are observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 inputs are observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included within Level 1, which are either directly or indirectly observable at the reporting date.

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BP EMPLOYEE SAVINGS PLANS

NOTES TO FINANCIAL STATEMENTS
Level 3 inputs are unobservable inputs that are not corroborated by market data, and may be used with internally developed methodologies that result in management’s best estimate of fair value.

In measuring fair value, the Plans and the Master Trust use valuation techniques that maximize the use of observable inputs. The valuation techniques used by the Plans and Master Trust are summarized as follows:

BP Stock Fund. A unitized stock fund operates similarly to a mutual fund, in that it is composed of stock, and a small percentage of cash or another short-term interest-bearing vehicle. The inclusion of cash provides liquid assets to allow for the daily processing of transfers, loans, and withdrawals. The value of a unit in a unitized stock fund is based on the Net Asset Value (“NAV”), which is the value of the underlying BP ADS and the cash vehicle held by the fund, less any fees, divided by the number of units outstanding. Therefore, the NAV of the fund (the “unit price”) will be different from the closing price of the underlying stock on the applicable exchange. The individual assets of a stock fund are generally considered separately as individual investments for accounting and financial statement reporting purposes and have been reported in this manner as BP ADS and Short Term Investment Fund.

Common/Collective Trust Funds. Common/collective trust funds are valued using the NAV provided by the administrator of the fund as a practical expedient. Participant transactions (issuances and redemptions) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the investment advisor reserves the right to temporarily delay withdrawal from the trust in order to ensure the securities liquidations will be carried out in an orderly business manner.

There are no unfunded commitments at December 31, 2023 and 2022.

Money Market Fund. The money market fund is valued at fair value using published market prices.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plans and Master Trust believe their valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

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BP EMPLOYEE SAVINGS PLANS

NOTES TO FINANCIAL STATEMENTS
The following table presents, by level within the fair value hierarchy, the fair value of the investments held by the Master Trust as of December 31, 2023 (in thousands):
Prices in Active Markets for Identical Assets
(Level 1)
Observable
(Level 2)
Unobservable
(Level 3)
Total
BP ADS$778,429$$$778,429
Money market fund39,40839,408
Cash2020
Total investments, at fair value$817,857$$$817,857
Investments measured at NAV:
Short term investment fund$361,395
U.S. equity funds2,925,477
Non-U.S. equity funds414,299
U.S. bond funds315,534
Non-U.S. bond funds19,549
Target date funds2,837,864
Other32,074
Total investments, at NAV6,906,192
Total$7,724,049

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BP EMPLOYEE SAVINGS PLANS

NOTES TO FINANCIAL STATEMENTS
The following table presents, by level within the fair value hierarchy, the fair value of the investments held by the Master Trust as of December 31, 2022 (in thousands):
Prices in Active Markets for Identical Assets
(Level 1)
Observable
(Level 2)
Unobservable
(Level 3)
Total
BP ADS$784,880$$$784,880
Money market fund43,97943,979
Total investments, at fair value$828,859$$$828,859
Investments measured at NAV:
Short term investment fund$410,190
U.S. equity funds2,354,138
Non-U.S. equity funds358,297
U.S. bond funds300,119
Non-U.S. bond funds19,177
Target date funds2,471,013
Other37,878
Total investments, at NAV5,950,812
Total$6,779,671


7.    RELATED PARTY TRANSACTIONS AND EXEMPT PARTY-IN-INTEREST TRANSACTIONS

Certain of the Master Trust investments are managed by the investment division of State Street and by Fidelity Management and Research Company, an affiliate of the Plans’ recordkeeper. The bp Stock Fund holds investments in bp ADS. Purchases and sales of BP ADS during 2023 amounted to $308 million and $333 million, respectively. These transactions qualify as exempt party-in-interest transactions under ERISA. The BP ADS held within the BP Stock Fund earned dividends of $36 million for the year ended December 31, 2023.

The Plans also issue loans to participants, which are secured by the vested balances in the participants' accounts.


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BP EMPLOYEE SAVINGS PLANS

NOTES TO FINANCIAL STATEMENTS
8.    RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of the Plans’ net assets available for benefits per the financial statements to the Form 5500 (in thousands):

December 31, 2023ESPPSPDSPBPX
Net assets available for benefits as stated in the financial statements$7,705,982 $28,193 $35,166 $298,987 
Adjustment from contract value to fair value for fully benefit responsive investment contracts(17,141)(64)(55)(237)
Net assets available for benefits as stated in the Form 5500$7,688,841 $28,129 $35,111 $298,750 
December 31, 2022ESPPSPDSPBPX
Net assets available for benefits as stated in the financial statements$6,936,577 $26,291 $1,014 $229,496 
Adjustment from contract value to fair value for fully benefit responsive investment contracts(24,369)(71)(14)(230)
Net assets available for benefits as stated in the Form 5500$6,912,208 $26,220 $1,000 $229,266 

The following is a reconciliation of the Plans’ net increase in net assets per the financial statements to the net income per the Form 5500 (in thousands):

Year End December 31, 2023ESPPSPDSPBPX
Net increse in net assets per the financial statements$769,405 $1,902 $34,152 $69,491 
Adjustment from contract value to fair value for fully benefit responsive investment contracts at December 31, 2023(17,141)(64)(55)(237)
Adjustment from contract value to fair value for fully benefit responsive investment contracts at December 31, 202224,369 71 14 230 
Net gain per the Form 5500$776,633 $1,909 $34,111 $69,484 

The accompanying financial statements present fully benefit-responsive contracts at contract value. The Form 5500 requires fully benefit-responsive investment contracts to be reported at fair value. Therefore, the adjustment from contract value to fair value for fully benefit-responsive investment contracts represents a reconciling item.

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 (in thousands):

Year End December 31, 2023ESPPSPDSPBPX
Benefits paid to participants per the financial statements
$734,673 $2,270 $5,118 $19,768 
Less: Certain deemed distributions of participant loans
(94)— (29)— 
Benefits paid to participants per Form 5500$734,579 $2,270 $5,089 $19,768 







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BP EMPLOYEE SAVINGS PLANS

NOTES TO FINANCIAL STATEMENTS

9. SUBSEQUENT EVENTS

AMPLY (BP Pulse) Acquisition

As of the close of business on December 7, 2021, BP acquired full ownership of AMPLY Power, the electric vehicle (EV) and fleet charging and energy management solutions provider. AMPLY Power and legacy BP Pulse employees became eligible to participate in PSP effective January 1, 2024.

Participant account balances of approximately $3 million related to participants in the AMPLY Power, Inc. 401(k) Plan (the “AMPLY Plan”) who were eligible to participate in PSP were transferred to PSP in February 2024.


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bp EMPLOYEE SAVINGS PLANS
Schedule H, Line 4i – Schedules of Assets (Held at End of Year)

December 31, 2023
Identity of Issue, Borrower, Lessor, Similar PartyDescription of Investment Including Maturity Date, Rate of Interest, Collateral, Par, Maturity ValueCostCurrent Value
BP Employee Savings Plan
(Plan No.001)
* Participant loans3.25% - 10.50%N/A$43,539,295 
BP Partnership Savings Plan
(Plan No.051)
* Participant loans4.25% - 9.5%N/A$132,504 
BPX Energy Employee Savings Plan
(Plan No.100)
* Participant loans4.25% - 9.5%N/A$2,483,585 
DirectSave Employee Savings Plan
(Plan No.052)
* Participant loans4.25% -8.75%N/A$762,340 

* Indicates party-in-interest.


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the respective employee benefit plans) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.
BP EMPLOYEE SAVINGS PLAN
Date: June 24, 2024By Plan Administrator
/s/ Carolyn O. Adema
Carolyn O. Adema
Reward Delivery Manager, US Retirement Plans
BP Corporation North America Inc.
BP PARTNERSHIP SAVINGS PLAN
Date: June 24, 2024By Plan Administrator
/s/ Carolyn O. Adema
Carolyn O. Adema
Reward Delivery Manager, US Retirement Plans
BP Corporation North America Inc.
BP DIRECTSAVE PLAN
Date: June 24, 2024By Plan Administrator
/s/ Carolyn O. Adema
Carolyn O. Adema
Reward Delivery Manager, US Retirement Plans
BP Corporation North America Inc.
BPX ENERGY EMPLOYEE SAVINGS PLAN
Date: June 24, 2024By Plan Administrator
/s/ Carolyn O. Adema
Carolyn O. Adema
Reward Delivery Manager, US Retirement Plans
BP Corporation North America Inc.


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EXHIBIT INDEX


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