Project Darcy

Snapshot
Snapshot of the scraped BP 2013 subsidiaries list, after cleaning up:



The 2010 AR
It was not until the fifth day that we had the idea of systematically tracking down the filing referred to in the PWYP analysis. For a while we were confused between an annual return and an annual report. Because the BP annual report did not include lists of affiliates we left the issue. But once we realised that "report" and "return" might be different we went back to the main BP registry at UK Companies House and pulled the 2010 "AR" Annual Return and sure enough the list was there. Divided into 14 tiers. Then we started to input the data manually while we looked for a scraping possibility.



The 2013 AR
When we pulled down the 2013 Annual Return it showed a list of affiliates. But it didn't have the tiers embedded, like with 2010. On the other hand it was a far clearer document to scan. And since each child has one parent listed it follows that we could create the tier structure tier by tier and check it against 2010. For example if we find every child whose direct parent is BP Plc then it would follow that they are second tier companies. Then you take those and find all companies whose parents they are and they are third tier... and so on.

The scrape itself: the scan was clear but still an image scan. Two problems: first the images are on their sides. Second, they come half way through a document which means you can't apply a uniform rotate. Solution: first, split the PDF and get rid of the pages before the tables start. Second, rotate all the pages round until they are showing in Landscape.



General observations
https://docs.google.com/a/openoil.net/spreadsheets/d/1y5gCtpM7bxmboV_44ZsAzeHhT0SePUpfNnv4SA77efs/edit#gid=0
 * Overview over potential areas: Corporate Network matrix,


 * information will be available for free, in contrast to commercial databases


 * subsidiaries will be included, as opposed to i.e. yahoo.finance, which also offers detailed info's on listed companies (i.e. balance sheet, income statements, cash flow), but only group statements


 * other databases on company finances:

- Google Finance

- Yahoo Finance

- MSN Finance

- Morningstar

- CompanyCheck

Russia
BP is exposed to market reaction to sanctions (Rosneft etc). Let's look at the BP affiliates. Note: let's also stay away from the Russian side of things... Russian business networks are not for us right now!

China
This document from CarbonWeb lists over 20 subsidiaries in China, and details on their operations. Unfortunately, no sources quoted, but worth checking against the list in the BP 2010 AR01.

Deepwater Horizon: Before and After
AR: apparently Citigroup started mapping the BP family tree right after Deepwater Horizon. It seems they mainly tried to answer the question, whether BP could "firewall" its US business. The map, however, is limited to around 20 seperate entities: http://av.r.ftdata.co.uk/files/2010/06/BP-corporate-structure-by-Citigroup-large.jpg Other than that, it seems like there was hardly done any efforts on that issue (based on a quick search for images on google)... 'JW: wouldnt necessarily take "map" to be only visual image... there may be narrative reports etc'

Company filings
Find out more about the most important sources to establish corporate networks here...

How to read and understand them

 * Companies are required to provide information to its shareholders, with company filings aiming to satisfy this obligation.


 * Such annual reports include: "Profit&Loss" (P&L) statements, and a balance sheet; follow this link to learn more about each: here


 * * some observations:

- balance sheets include information on "intangible assets", i.e. non-physical assets such as copyrights, franchise or patents. interesting, because "intellectual property payments" are a common means for transfer mispricing

Switzerland
http://www.zefix.admin.ch/ https://www.shab.ch/shabforms/COMMON/search/searchForm.jsf?category=HR

--- searchable database, at least including addresses and people of particular companies, as well as share capital (sometimes)

Belgium

 * for accounts data: http://www.vanhecke.com/search/

Mexico
http://bmv.com.mx/

UK Companies House

 * Annual Return documents contain lists of subsidiaries
 * Chris Taggart: these lists only have to be submitted every other year
 * most lists so far have been "flat", as to only state the ultimate parent company (BP seems to be an exception)

Information on BP's Finances, using Annotation tool
UK Companies House Filings (commented)


 * "cost of revenues" statement might be interesting, as it gives information on expenditure

Securities Exchange Commission (SEC) filings

 * SEC filings are required from companies whose stocks are *traded*.


 * A nice primer on equities investments (that is to say, buying and selling shares of stocks on the stock market) can be consulted at:

http://www.investopedia.com/university/popular-resources-equity-research-and-analysis-tutorial/

Therein, one can read about the Securities Exchange Commission's website:

http://www.investopedia.com/university/popular-resources-equity-research-and-analysis-tutorial/popular-resources-equity-research-and-analysis-chapter-2-sec-website.asp

The entirety of forms filed to the SEC can be found here:

http://www.sec.gov/forms

Among the forms that provide the most resources so as to understand a particular company's structure and activities are:

- 10-Q: details quarterly results

- 10-K: details annual report of fiscal year results

- 20-F: a 10-K filing for companies that are outside of the United States, but that trade on United States' exchanges

- 13-F: details securities in hedge funds, mutual funds and/or managed investment vehicles

- 8-K: details major developments within a company, providing details and exhibits

- Form 3: initial filing, includes ownership amounts

- Form 4: details changes in ownership

- Form 5: annual summary of details of Form 4s

- Schedule 13D: details who owns most of a company's shares

- Form 144: notice of intent to sell restricted stocking without doing so by means of a public offering

AR: For Chevron, lists of around 30 "significant subsidiaries", directly or indirectly controlled, can be found on EDGAR. Question: What does "significant" mean in this context. I remember that OpenCorporates had something on this topic in one of its blogs on subsidiaries.

State registries in the United States
Publish What You Pay Norway (PWYP Norway) indicates in its 2011 report on the extractive industry, Piping Profits, that "overwhelmingly, the global extractive industry’s favoured location to incorporate is the United States. And 78.9% of the 1,154 US subsidiaries belonging to some of the world’s most powerful EIs are located in Delaware":

http://www.publishwhatyoupay.org/sites/publishwhatyoupay.org/files/FINAL%20pp%20norway.pdf (2011: 20)

PWYP Norway also indicates that Delaware "is increasingly recognised as the headquarters of international corporate secrecy". (ibidem).

Delaware's Division of Corporations (https://corp.delaware.gov/) offers informational retrieval services on Delaware corporate entities. Free of charge, one can request "entity name, file number, incorporation/formation date, registered agent name, address, phone number and residency". (https://delecorp.delaware.gov/tin/GINameSearch.jsp). For a US$ 10 fee, the corporate/entity status is provided, while for US$ 20, more detailed information including current franchise tax assessment, current filing history "and more" is provided. (http://corp.delaware.gov/faqs.shtml).

States within the United States that BP seems to be partial towards for purposes of incorporation of companies are (besides Delaware):


 * Connecticut: http://www.concord-sots.ct.gov/CONCORD/online?sn=InquiryServlet&eid=99

- information includes: business and principals details; business name and filing histories; and, shares (where applicable)


 * New Mexico: https://portal.sos.state.nm.us/corps/(S(w52ohdaxq3h3uisaxd4q4db0))/Corplookup/Lookdn.aspx

- information includes: business, principals, and agent/registrar details; filing history; and, good standing status


 * Ohio: http://www2.sos.state.oh.us/pls/bsqry/f?p=100:1:0

- information includes: business and agent/registrar details; and, various filings


 * West Virginia: http://apps.sos.wv.gov/business/corporations/

- information includes business, and principals details; business name, filings, and mergers histories; subsidiaries; and, various filings


 * Illinois: https://www.cyberdriveillinois.com/departments/business_services/corp.html

- information includes: business details; principal and agent/registrar names; business name history

Cracking "the Shell" open
Reconstructing the corporate hierarchy of Royal Dutch Shell plc is complicated mostly due to the fact that direct and indirect control of subsidiaries is rarely specified in their required Uniteds States and United Kingdom filings. In an Annual Accounts, which is dated 24th April 2013, only two subsidiaries are indicated: Shell International Finance B. V. and Shell Petroleum N. V. (http://reports.shell.com/annual-report/2013/additional-information/exhibits/exhibit-8.php?cat=b).

An additional fact that complicates the matter is the very definition of "significant subsidiary". OpenCorporates explains that there are four ways in which, when asked to list "significant subsidiaries while making a filing, a company can openly interpret the regulations that define the term:

So, while the UK and the EU have adopted clear regulations regarding the disclosure of subsidiaries, the situation in the US is not great, and appears to be getting worse: neither the US accounting standards, nor the SEC, requires a full list of subsidiaries (and of course, the filings are in the form of free text, often difficult to parse).
 * ''The definition of “subsidiary” is an affiliate controlled … directly, or indirectly through one or more intermediaries. As we’ve seen previously, the notion of control is slippery and open to interpretation.
 * ''The definition of “significant subsidiary” refers to a subsidiary, including its subsidiaries. This could be interpreted as saying that if Google Inc owns Google UK via Google Ireland, then only Google Ireland needs to be reported.
 * ''The regulations define “significant” in terms of financial flows between the subsidiary and the parent, with anything lower than a 10% threshold not being significant. It is possible to structure a company so that there are enough companies to split financial flows into small chunks, and in fact the larger the number of operations, the more likely it is that no single one reaches that 10% threshold.
 * ''These financial flows can exclude amounts attributable to any noncontrolling interests; again, open to a range of interpretations regarding control.
 * ''The guidance states that “information required by any item or other requirement of this form with respect to any foreign subsidiary may be omitted to the extent that the required disclosure would be detrimental to the registrant.”

(http://blog.opencorporates.com/2013/11/19/understanding-corporate-networks-part-3-where-are-subsidiaries-listed/)

However, numbers of subsidiaries and shares of joint ventures and associates can be found listed for the years 2013, 2012, and 2011. (p. 12). Similarly, upstream (p. 25~) and downstream business developments (p. 43~) are also listed.

Regarding "related party transactions, notes 5 and 10 to the 'Consolidated Financial Statements' section list some information, although the Annual Accounts document itself recommends referring to Exhibit 8' of Annual Reports documents inasmuch it covers "related parties". (p. 170).

For an equivalent in New Zealand filings, "related parties disclosures" are listed – for example – in Note 20 of the 2012 Financial Statement for BP New Zealand Holdings Limited (http://www.business.govt.nz/companies/app/service/services/documents/E3D4C7734F0DD0F4C8EE2A5AEE08DAE5).

Scraping tools
Some of the subsidiary lists are very long and manually inputting them into a database takes a long time (i.e. you can approximately input about 20 entities per hour into the OpenCorporates network form). This is why it might be worthwhile to use scraping tools for some of these documents.
 * when the lists are turned: http://www.pdfrotate.net/
 * after turning the lists, you might have to split the tables, so that they are readable for scraping tools: http://www.splitpdf.com/
 * "Tabula" is a program designed to extract tables from PDF'S, prototype doesn't work for scanned documents though: http://tabula.nerdpower.org/

Spills and Spin
Tom Bergin used to be the energy correspondent for Reuters, knew all the players. Charts BP's progress from late 80s as John Browne is rising through to post-Deepwater Horizon. Not anti- but traditional journo sceptical, with great access.

The Evolution of a Corporate Idealist: Girl Meets Oil
Christine Bader (who is the friend of a friend and who I now remember meeting once briefly) was CSR in BP - sold on it, then disillusioned. Interesting front line stories from West Papua and China. Not sure how it's gonna turn out.

Scope of BP: the PWYP Norway 2011 report
AR: According to a 2011 PWYP report, BP has listed 2,870 seperate subsidiary entries in its 2010 Annual Report. http://www.publishwhatyoupay.org/sites/publishwhatyoupay.org/files/FINAL%20pp%20norway.pdf

Then I read on, trying to learn about their methodology: 1. Companies House, UK, Annual Return forms (AR01) 2. EDGAR, US, on SEC files (Form 10-K, Exhibit 21) 3. SEDAR, Canada, Annual Information Form
 * mining...

BUT... then the report states under "The BP issue" that the BP Annual Return contains 2,870 entities (14 tiers), but that there is a huge amount of repeated entries, reducing the PWYP figure to 1,596 BP subsidiaries (against the official BP number of 1,491).

Finally, the report links to the "Trace Database" of all 6000 subsidiaries it has found through its investigations on the top 13 extractive companies. http://www.publishwhatyoupay.no/en/pipingprofits The database is searchable, by company name, country and name of subsidiary. It lists company names, jurisdiction and percentage owned.

It all seems like a decent job...

...but the database lacks a number of critical features So it becomes clear, that the database is rather a sideproduct of having compiled the report, of which the focus it was to establish the number of subsidiaries registered in "secrecy jurisdictions".
 * download? when you actually download the list, it only contains 11 entries (in both XLS and doc)
 * no timestamp: there seems no way to find out about the data input date, leading to the conclusion, that it must have been some time in 2011 or prior (when the PWYP report was written)
 * no sourcing (other than mentioned in the report)
 * some entries are incomplete (i.e. no percentage share)
 * no maps: when you click on "maps" and then on one of the companies, no map shows up...
 * no extra information, like company no., finance, assets, etc... (AR: well, actually maps for some companies are working, but are rather simple images, see f.e.: http://www.publishwhatyoupay.no/en/pipingprofits/barrick-gold-corporation)

Carbon Web report on BP in China
About 20 business units listed - no sourcing.

A list of Single Asset Companies
JW: Some of the affiliates are centred on a single asset - this means company filings can include information which is useful such as production and reserve figures out of a single oilfield in a country where such things are normally closed. I would like a list of all companies which appear to be single asset so that we know where to look if we want to mine them later for such data.

Bunduq Company Limited
Bunduq Company Limited

West Papua I
???

West Papua III
???

list of potential 'single asset companies'
https://docs.google.com/a/openoil.net/spreadsheets/d/1uZzqr0Ty_29QlQkbIDHlGnM-YX47VSJEabbKNC7UWFA/edit#gid=857564765

Kenilworth Oil Company
AR: tends to have 1 share in several BP subsidiaries. Why? i.e. BP NEW ZEALAND HOLDINGS LIMITED; BP Exploration Operating Company Limited and others

AR: according to 2010 AR, Kenilworth is actually wholly owned by BP plc (other than previously speculated)

Sunbury Secretaries Limited
Listed as company secretary in BP Exploration Company Limited. When I (JW) pulled the records from Companies House it showed profits of $842 million in 2012 so clearly a "beast". I then thought it must be a BP owned vehicle for performing company secretary services - BP would not use a shell structure for corporate governance of such a large entity.

This appeared to be confirmed by a Google search "Sunbury Secretaries Limited BP" which finds the following companies with BP in the title also apparently using Sunbury Secretaries as secretary...


 * BP INTERNATIONAL LIMITED
 * BP OIL UK LIMITED
 * BP CHEMICALS LIMITED
 * BP EXPLORATION OPERATING COMPANY LIMITED
 * BP SHIPPING LIMITED
 * BP GAS MARKETING LIMITED
 * BP CAPITAL MARKETS P.L.C.
 * AIR BP LIMITED
 * bp exploration (angola) limited
 * BP MARINE LIMITED
 * bp exploration (alpha) limited
 * BP PENSIONS LIMITED
 * BP EXPLORATION (SHAH DENIZ) LIMITED

BUT... I then pulled a search on Sunbury Secretaries itself from Company House and it shows it is owned by Pricewaterhouse Cooper Legal LLC - with one pound of paid up capital. So PwC is handling company secretary issues for a group of BP companies... when I started to look down the list and it appears as if the transfer was happening all on the same day... July 1, 2010. Is it possible therefore that the mechanism was designed in some way to limit liability in the fall out from Deepwater Horizon?''

TBP Investments Management LLC
AR: Came across the name in several of the Companies House filings. According to Businessweek, TBP is an "employee owned hedge fund sponsor". Then again, according to another website, TBP seems to be affiliated with another entity called BPC, while both firms are collectively referred to as "BP Capital", however, claiming to be privately owned. Yes. A little confusing and not sure what to make of it, but seems interesting...

Companies changing names
BP Tanjung IV is working a PSC BP obtained in Indonesia in 2011 - the last two years AAs appear to show low spend early stage exploration. But the OC entry shows that the company existed since 2004 - and has had several other names which appear to show it doing something radically different... It has previous names...

''BP KASURI LIMITED (2010-11-23) BP WIND ENERGY LIMITED (2010-05-13) BP ZIMBABWE LIMITED (2008-06-06) BP ZIMBABWE HOLDINGS LIMITED (2006-06-22) OILCO DEVELOPMENTS LIMITED (2005-11-08) ''

It also looks as though the company was dormant for some time... the 2011 AA shows no activity at all.

Same for West Aru I, named after a PSC BP gained in 2011 again in Indonesia. But the OC entry shows that it was founded in 1984 and has had two other names.

''BP SANGATTA II LIMITED (2011-11-14) CASTROL OVERSEAS NOMINEES LIMITED (2010-12-09)''

Why are some BP subsidiaries listed in their documentations as 0% owners?
See 2010 AR, i.e. BP Africa Limited lists BP plc as 0% owner
 * One potential answer from http://blog.opencorporates.com/2013/10/31/understanding-corporate-networks-part-2-control-without-voting/: in the US and the UK alone there is a spectrum of definitions of 'subsidiary', from the narrow and precise, to the broad and vague. Starting with the most narrow definition, a company can be said to control a subsidiary when:
 * it holds majority voting shares (with a threshold of 50%)
 * it holds minority voting shares with a threshold of 20%
 * it holds minority voting shares which are in a larger block than any other shares
 * its directors and their family members together hold a majority of voting shares
 * it has had voting rights contractually signed over to it from other shareholders
 * it can control the membership of the board
 * it can direct activities in the subsidiary to its own benefit
 * it derives rights and obligations with respect of revenue and debt from the subsidiary
 * it has the potential to manipulate the subsidiary

Why did they delist from Toronto Stock Exchange (TSX)
As per email from Kady Seguinb.

Looking into the matter, one can read that BP has stated:

"During the course of 2008, BP p.l.c. voluntarily delisted from the Toronto Stock Exchange, due to extremely low activity volume and to streamline its share listing arrangements. One result of the change was to discontinue the provision of a separate Canadian transfer agent and cease Canadian dollar dividend payments, effective 2009."

[Source: http://www.bp.com/en/global/corporate/investors/shareholder-information/dividends/dividend-history/bp-cash-dividends---ads-holders.html]

However, is that all there is regarding the matter?

Did BP move global exploration to the USA in 2009?
Tom Bergin says Tony Hayward agreed to a request from Andy Inglis to rebase global E&P in Texas.

Errors in the BP's AR subsidiaries list

 * BP Exploration (Shafag-Asiman) Limited, listed under "Nigeria" jurisdiction. Proven wrong through the AA of the immediate parent

Subsidiaries in "UNKNOWN" jurisdiction
Why are some companies in the 2013 AR listed as registered in an Unknown jurisdiction? Could it be, that even BP itself doesn't know where its subsidiaries are registered?


 * Agenaa Operadora Guarapiche S A
 * BP Exploration & Production Inc
 * Castrol de Venezuela C A
 * Consolidada de Energia y Lubricantes, (CENERLUB) C A
 * Foseco Venezolana C A
 * Fosven, CA
 * Prospect International, C A

FINANCE/TAXES
tax avoidance/evasion

http://www.aljazeera.com/video/africa/2012/01/201211684512130367.html
 * according to the PWYP report from 2011, "the developing world loses US$1 trillion a year.”
 * Aljazeera: tax evasion amounts to 10 times of the entire global aid budget

transfer pricing
 * PWYP 2011: 60-70% of multinational trade is intragroup

tax havens
 * PWYP 2011: around 34.5% of BP's subsidiaries are registered in "secrecy jurisdictions"


 * Secrecy jurisdictions: “By incorporating over a third of their subsidiaries in secrecy jurisdictions, the extractive industry is potentially complicit in suppressing economic and social opportunities for hundreds of millions of people living in least developed and emerging countries,” the report said. However, a spokesman for BP said: “We have about 1,500 entities in BP’s corporate structure and believe that by the end of the year fewer than 40 will be located in what the Organisation for Economic Co-operation and Development (OECD) calls tax havens”, PWYP 2011

related party transactions
generally, such transactions are required to be disclosed, i.e. in form 10-k for the SEC. these transactions are then audited, as to check for adequate disclosure and fraud detection.

- however, most AA's of BP's affiliates seem to make use of an exemption, stated in the "Financial Reporting Standard No.8", and only disclose information on "related parties", rather than group companies (with the later defined by 100% ownership), i.e. page 35 here.

- Financial Reporting Standard No.8

- Amendment to FRS 8

BENEFICIAL OWNERSHIP
5% control

political exposure

sanctions

SERVICE CONTRACTS/JV's
shares of other partners

local information

BP workshop

 * BP workshop

Talking with Judith Poultney from FTI Consulting
Her feedback on the first stage research on Orji Uzor Kalu: The corporate filings are good – we probably would have gotten to that eventually, but it saved us some time that you did. The layout/formatting of second document was also really useful. The one thing we would ask for next time: it wasn't clear how comprehensive your open source research was – we need an indication of that. Indicate what kind of research it was: google, factiva, companies house, etc, and to what level you have investigated. We are hypersensitive about missing stuff - so we would like to know if your research on a particular topic was exhaustive or you feel there is more that can be found.

What else could we start looking at? OrleanInvest – a company connected to some Italian guys who basically control the service sector in Nigeria and Angola – connected to former Nigerian VP Atiku Abubakar – a former shareholder, with shares held in blind trust. Also connected to Theophilus Danjuma, former minister of defense and owns Sapetro.

On avenues for further investigation: Connection to Israel Cohen is very interesting. We're also really interested in the relationship between Orji and Obasanjo – is it possible that Ecobank is is one link in that chain? Mapping the service companies in Abia state would be intersting, but the client might see it as a tangent from a commercial perspective. If there is a clear connection to Orji, great - but the client would not want to have us look for connections and potentially not find any.

OpenCorporates search
Search for Orji Uzor Kalu on OC brought up a list of five companies he is/was director of. We then pulled relevant records from Companies house and all of them had some records except Supreme Oil (UK) Limited, whose records are archived and are available on special request.
 * Bende Trading UK Limited
 * Slok (UK) Limited
 * Slok Air Limited (inactive)
 * Futbol Africa Limited (inactive)
 * Supreme Oil (UK) Limited (inactive)

Other searches
The website http://www.orjikaluinternational.com/about-ouk/ has a list of companies that are a part of the conglomerate SLOK Holding, of which Orji Uzor Kalu is chairman. These companies include:


 * Ojialex Furniture Company
 * SLOK Nigeria Limited
 * SLOK United Kingdom Limited
 * Adamawa Publishers Limited
 * SLOK Vegetable Oil
 * SLOK Paper Factory
 * SLOK United States Incorporated
 * SLOK Ghana, Togo, Cotonou, Guinea, South Africa, Liberia, Botswana
 * SLOK Korea
 * Supreme Oil Limited
 * SLOK Airlines
 * Sun Publishing Limited
 * First International Bank Limited

List of questions
What are the conditions under which a company applies for an exemption from auditing? e.g. Paramount Properties Limited. And how about this as a way through to the SF report for Q1 2014

Talking with Alex Gillies of RWI
DRC, Burkina Faso, Iraq – RWI is advising national secretariats on implementation in these countries. And they need to learn more about BO. Gather more expertise as an org. They want to move forward not only with EITI, but also their media training program. OO's work overlaps with what journos want to learn about. Trying to scale up media work in Nigeria through FOSTER. Focus on oil trading, NOCs, corporate governance, BO.

What if it is a politically exposed person? Is it always a bad thing? This is in Burkina Faso. Thinking past disclosure is interesting – what actually warrants attention?

Aaron Sayne works on FOSTER projects but as RWI consultant. Half of his time is spent on that. Governance, but also a lot of due diligence reports for private companies. He was a FCPA compliance lawyer for oil companies. They've asked him what RWI's position should be on BO, and what activities they should engage in... so he will be doing that.

If we end up scaling up media work in Nigeria, we'd want to think about how OO's work could feed into that.

The BP Treasury
The BP treasury is the financial nerve centre of the BP group. As described in the BP Magazine, "BP's treasury team moves around $1 trillion every year, acting as the company’s in-house global bank… The centralised position of BP Treasury gives it clear line of sight to the financial exposures of the whole group… BP Treasury has multiple short- and long-term financial functions, including raising debt through bonds, managing corporate risk by hedging the group’s foreign exchange exposure, providing insurance and managing the group’s pensions fund (some $40 billion in pension funds)”

Treasury function 1: Raising debt financing for BP group
The treasury’s “primary remit is to act as BP’s in-house global bank, ensuring it has the right funding, liquidity and currency in the right amount on the right day, and in the right place." According to deputy group treasurer Nick Bamfield “The typical model that we use, wherever we can, is to fund ourselves centrally... This allows us to use the strength of the group’s balance sheet and credit rating, so that we can issue directly into the global direct capital market. Banks tend to have higher costs of borrowing, so this allows us to go directly to investors issuing bonds.” In other words, when a subsidiary needs money, they don't allow the subsidiary to raise money itself. Rather they raise the money via the central treasury (see BP Capital Markets plc below) and then pass it on to the subsidiary

Long-term bonds
So they focus on borrowing via bond markets, getting large investors to lend them money directly, rather than approaching banks. In terms of the amounts they’re raising, “BP Treasury issues an annual $10-15 billion of debt in a variety of different markets”. According to their ANNUAL REPORT 2013, “BP accessed international capital markets throughout the year using its US, European and Australian issuance programmes, with bond issuances amounting to $8.6 billion in 2013.” These were “long-term taxable bonds issued with terms ranging from 18 months to 10 years.”

Short-term borrowing and cash management
In addition to this long term debt, short-term commercial paper is “issued at competitive rates to meet short-term borrowing requirements as and when needed.” They have a trading team whose “primary responsibility is to execute the corporation’s orders and to give advice...to know exactly where the group’s cash is at any time”

Trade finance
Trade finance: “Letters of Credit are critical to the way we do business with counterparties, as they provide some certainty of payment...We now have a substantial portfolio of committed facilities, 10 times the levels we had before the Deepwater Horizon incident.” (add a description here)

Where they borrow from
They borrow from a range of places for strategic diversification, and because their operations are global. “We are ultimately trying to match global capital with our funding requirements, and understand the composition of that may change from year to year. We must be in tune with where the money is moving. Change... brings new lenders who are willing to invest.” “We also issued our first Renminbi bond [in China] this past September... Asia is a big growth area for BP and broadening our ability to access funding globally is very important to us.” In addition to UK and Euro denominated bonds, they have issued Chinese 'Dim sum' bonds, Japanese 'Samurai' bonds, American Yankee (US), Canadian Maple bonds and Australian Kangaroo bonds.

(Add information on what type of investors are lending to them via these bonds)

Here is an example of Teesside pension fund lending money to BP via the bond markets. They bought almost 2 million of the BP CAPITAL MARKETS 1.7% MTN 15/09/2014 CNY bond (this means a BP Capital Markets issued 'medium term note' (MTN), priced in Chinese Yuan, that has a coupon of 1.7% and that matures in September 2014). Similarly, they also bought 3.5 million of the BP CAPITAL MARKETS 3% GTD MTN 19/12/13 CHF, a bond priced in Swiss Francs that has since expired

Which company actually does the borrowing?
BP has specific companies set up to actually borrow from international investors. In particular BP Capital Markets PLC is the major one. As mentioned in this prospectus, “BP Capital acts as a finance company issuing debt securities and commercial paper on behalf of the BP Group. The development of the business of BP Capital is largely determined by the financing requirements of the BP Group companies both in the UK and abroad. BP Capital has no subsidiaries. BP Capital’s business is raising debt to be on-lent to the parent company and other members of the BP Group on a comparable basis. BP Capital is accordingly dependent on the parent company and other members of the BP Group to service its loans”.

In other words BP Capital Markets borrows from investors, and then lends that money to other members of the BP Group

Examples of bond Issuance from BP Capital Markets plc
• February 2014 Issuance of $2.5 billion (CUSIP: 05565Q CR7 + CUSIP: 05565Q CQ9 + CUSIP: 05565Q CP1) Issued by BP Capital Markets PLC but guaranteed by BP PLC, arranged by the lead Underwriters Barclays, BNP PARIBAS, Credit Suisse, Mitsubishi UFJ Securities, Morgan Stanley & RBS

• February 2014: BP Capital Markets issues 2 billion Euros in two tranches, arranged by Credit Agricole CIB, Goldman Sachs International, HSBC, Lloyds, Mitsubishi & Santander GBM

• Nov 2013: BP Capital Markets plc issues bond for 450 million Canadian dollars, arranged by Bank of America Merrill Lynch, Canadian Imperial Bank of Commerce, and Toronto-Dominion Bank

• Oct 2013 ‘Dim sum’ bond in China: BP Capital Markets plc raises 1.2 billion Renminbi, arranged by Bank of China, HSBC, ICBC International & Standard Chartered Bank (B&D)

• Sept 2013: BP Capital issues 600 million euro 2021 bond, underwritten by Commerzbank, Deutsche Bank, Lloyds, Santander

• May 2013: “BP Raises $3 Billion in Dollar Bonds With First Sale This Year”

• June 2009 issuance by BP Capital Markets PLC, guaranteed by BP PLC under the US$20,000,000,000 Debt Issuance Programme (due this year), underwritten by Barclays, RBC, RBS

• BP Capital Markets PLC & BP Corporation North America Inc $20 billion debt issuance programme, unconditionally and irrevocably guarantee by BP p.l.c (August 2007)

• BP issues Kangaroo bonds in Australia

• See here for further issuances

• Oil backed bonds in 2010: “RBS and SG underwrote a US$2bn loan, later increased to US$2.25bn, backed by crude sales from BP’s interest in the Azeri-Chirag-Deepwater Gunashli field in Azerbaijan. BNP Paribas and Standard Chartered underwrote a US$2.5bn loan for BP Angola, backed by BP Angola’s crude oil sales.”

Credit ratings
Moody’s ratings services, for BP Finance PLC, plus notice of downgrades - Check through this for clues. (Find entry for BP Capital Markets plc]

Syndicated loans
Here is an example of TNK-BP (the old BP Russian joint venture company) entering into the syndicated loan market, in other words, borrowing from a syndicate of banks acting together: “Bank of America and Bank of Tokyo-Mitsubishi were lenders and mandated lead arrangers on the deal, while Banca Intesa, BayernLB, BNP Paribas, Citi, Crédit Agricole, Deutsche Bank, HSBC, ING, Mizuho, Nordea, RBS, Société Générale, SMBC and WestLB also acted as lenders.”

Treasury function 2: Insurance
BP operates its own ‘captive insurance' companies, called Jupiter Insurance Ltd (Guernsey) and Saturn Insurance Inc. This means that BP subsidiaries pay insurance premiums to the Jupiter and Saturn subsidiaries. Moreover, as described in this article about Jupiter & Saturn, Saturn buys reinsurance from Jupiter too.

From the BP Magazine: “With few exceptions, BP’s global insurance strategy is not to buy insurance on the external market unless required to by law or contract, and, instead, to self-insure… For the types of risk a company such as BP has, including offshore platforms, major refining complexes, a lot of the supply chain, there is not enough insurance capacity in the market… (so) BP annually underwrites as much insurance risk as one of the three biggest UK property and casualty insurance companies, through its own insurance companies, Guernsey-based Jupiter Ltd, and Saturn Insurance Inc., a more recent addition to the insurance capability, located in Vermont, US… “We have 12 people in London and four in Chicago, who are responsible for all insurance purchases worldwide… BP buys insurance for the thousands of contractors that might be working on a project or development at many of BP’s refineries…”

BP Equity Financing: Shareholders
BP is of course implicitly financed by its shareholders, who own the shares that in turn act as a buffer against which BP then borrows money from debt financiers (i.e. BP, like all big companies, is financed by a combination of equity and debt). Being a publicly traded company though, these shareholders change as shares are bought and sold

the SEC doesn't require shareholder information (except for special circumstances): "Although investors sometimes ask the SEC for a list of a company's shareholders, the SEC does not maintain shareholder lists. Only the company itself has access to this information."
 * UPDATE (AR):

however: a full list of BP's investments can be found here:

https://www.sec.gov/Archives/edgar/data/313807/000114036114018730/xslForm13F_X01/form13fInfoTable.xml

Generally, companies are requested to state their investments in Form 13 to the SEC.

Total amount of ordinary shares, preference shares and respective voting rights (made up to 30 June):
 * UPDATE (AR, 1-7-2014):

http://www.twst.com/update/65548-bp-plc-total-voting-rights

Major shareholders
Managed to get a list of top shareholders in BP from Bloomberg terminal (on 20th May 2014). The top 10
 * 1) BLACKROCK: Which owns 5.7% of the company
 * 2) CAPITAL GROUP COMPANIES INC: Which owns 4.03%
 * 3) LEGAL & GENERAL INV MGMT LTD: Which owns 3.31%
 * 4) NORGES BANK INVESTMENT MANAGEMENT: Which owns 2.28%
 * 5) STATE STREET CORP: Which owns 2.17%
 * 6) PEOPLES REPUBLIC OF CHINA: Which owns 2.11%
 * 7) FRANKLIN RESOURCES: Which owns 1.93%
 * 8) UBS AG: Which owns 1.85%
 * 9) KUWAIT INVESTMENT AUTHORITY: Which owns 1.78%

Here is an old Telegraph article which shows the investors in 2010. Blackrock, Legal & General, Norges Bank Investment Management, Kuwait Investment Authority, Capital Group, and China's State Administration of Foreign Exchange were big investors back then

To put this in context, a 5.7% shareholding from Blackrock is valued around £5.3 billion (on 20th May 2014)

American ADRs
ADRs (American depository receipts) are a way for US investors to buy BP shares on the NYSE. JP Morgan handles these, so it ends up looking like it owns a big chunk of BP, but is the ADR registrar (apparently about 27% of BP's shares are held by JP Morgan for the ADR programme, which it then effectively sells on to other investors). On the ADR system you can find out the biggest ADR shareholders, but remember that these are just US holders:

Top US institutions holding ADRs
 * 1) Franklin Advisers, Inc
 * 2) State Street Corp
 * 3) Wellington Management Company, LLP
 * 4) Barrow, Hanley, Mewhinney & Strauss LLC
 * 5) Dimensional Fund Advisors, Inc
 * 6) Pzena Investment Management, LLC
 * 7) Invesco Advisers, Inc
 * 8) Fidelity Management and Research Company
 * 9) Gates Bill & Melinda Foundation
 * 10) Acadian Asset Management LLC

Top 5 US mutual funds holding ADRs
 * 1) Franklin Income Fund Yield
 * 2) Vanguard Wellington Fund GARP
 * 3) Vanguard Windsor II Fund GARP
 * 4) Vanguard Energy Fund Value
 * 5) DFA International Value Series

Sovereign wealth funds
Big sovereign wealth funds are major BP shareholders, in particular Norway, China and the Kuwait Investment Authority. Norway's interests are held via Norges Bank Investment Management. From Bloomberg data on May 20th 2014, the following sovereign wealth funds came up
 * NORGES BANK INVESTMENT MANAGEMENT - looking after Norwegian oil wealth
 * PEOPLES REPUBLIC OF CHINA
 * KUWAIT INVESTMENT AUTHORITY
 * GIC PRIVATE LIMITED (Singapore SWF)
 * ABU DHABI INVESTMENT AUTHORITY
 * ALASKA PERMANENT FUND CORP
 * KOREA INVESTMENT CORPORATION
 * CHINA INVESTMENT CORPORATION

See also, this WSJ story on Libya's sovereign wealth fund back in 2010.

Pension funds
Pension funds have long been heavily invested in BP shares (see this article): "BP is a key stock for pension funds, and it is suggested that it accounts for one in every six pension pounds invested." (Check individual pension funds if they have data)

Here is the Teesside Pension Fund with holdings of £34.8 million in BP shares

Here is the West Midlands Pension Fund with £43.7 million in BP shares

A partial Bloomberg list of top pension fund holders (May 20th 2014)
 * BP EMPLOYEE SHARE SCHEME
 * APG ALGEMENE PENSIOEN GROEP NV
 * CALIFORNIA PUBLIC EMP - CALPERS
 * WEST YORKSHIRE PENSION FUND
 * CANADIAN PENSION PLAN
 * BAE SYSTEMS PENSION FUND
 * NEW YORK STATE COMMON RETIREMENT
 * BRITISH AIRWAYS PENSION FD
 * WISCONSIN STATE INVESTMENT BOARD
 * CAISSE DE DEPOT & PLACEMENT QUEB
 * MALAYSIA EMPLOYEES PROVIDENT FUN
 * STATE OF NEW JERSEY COMMON FUND
 * TEXAS TEACHER RETIREMENT SYSTEM
 * SOUTH YORKSHIRE PENSIONS AUTHORITY
 * NEW YORK STATE TEACHERS RETIRE
 * CORUS UK LTD (BRITISH STEEL)
 * WEST MIDLANDS METROPOLITAN AUTHORITY

Hedge funds
Here is example of David Einhorn's hedge fund Greenlight Capital taking equity stake in BP

Here is a list of major hedge fund holders from Bloomberg (May 20th 2014)
 * MONDRIAN INVESTMENT PARTNERS LTD
 * GREENLIGHT CAPITAL INC
 * PZENA INVESTMENT MANAGEMENT LLC
 * ODEY ASSET MANAGEMENT GROUP LTD
 * ARROWSTREET CAP LIMITED PARTNER
 * THIRD AVENUE MANAGEMENT LLC
 * AQR CAPITAL MANAGEMENT LLC