Called-up share capital

12 Months Ended

Dec. 31, 2021

Share Capital, Reserves And Other Equity Interest [Abstract]

The allotted, called up and fully paid share capital at 31 December was as follows:


		2021		2020		2019
Issued	Shares thousand	$ million	Shares thousand	$ million	Shares thousand	$ million
8% cumulative first preference shares of £1 eacha	7,233	12	7,233	12	7,233	12
9% cumulative second preference shares of £1 eacha	5,473	9	5,473	9	5,473	9
		21		21		21
Ordinary shares of 25 cents each
At 1 January	21,449,782	5,362	21,535,840	5,383	21,525,464	5,381
Issue of new shares for the scrip dividend programme	—	—	—	—	208,927	52
Issue of new shares for employee share-based payment plans	35,001	9	34,000	9	37,400	9

Repurchase of ordinary share capital	(706,701)	(177)	(120,058)	(30)	(235,951)	(59)
At 31 December	20,778,082	5,194	21,449,782	5,362	21,535,840	5,383
		5,215		5,383		5,404

a The nominal amount of 8% cumulative first preference shares and 9% cumulative second preference shares that can be in issue at any time shall not exceed £10,000,000 for each class of preference shares.

Voting on substantive resolutions tabled at a general meeting is on a poll. On a poll, shareholders present in person or by proxy have two votes for every £5 in nominal amount of the first and second preference shares held and one vote for every ordinary share held. On a show-of-hands vote on other resolutions (procedural matters) at a general meeting, shareholders present in person or by proxy have one vote each.

In the event of the winding up of the company, preference shareholders would be entitled to a sum equal to the capital paid up on the preference shares, plus an amount in respect of accrued and unpaid dividends and a premium equal to the higher of (i) 10% of the capital paid up on the preference shares and (ii) the excess of the average market price of such shares on the London Stock Exchange during the previous six months over par value.

During 2021 the company repurchased 707 million ordinary shares for a total consideration of $3,151 million, including transaction costs of $17 million, as part of the share repurchase programme announced on 27 April 2021. All shares purchased were for cancellation. The repurchased shares represented 3.4% of ordinary share capital. The number of shares in issue is reduced when shares are repurchased. As of 1 March 2022, the latest practicable date before the completion of these financial statements, 288 million further ordinary shares were repurchased for cancellation for a total cost of $1,535 million, including transaction costs of $8 million.

Treasury sharesa


		2021		2020		2019
	Shares thousand	Nominal value $ million	Shares thousand	Nominal value $ million	Shares thousand	Nominal value $ million
At 1 January	1,187,650	296	1,296,856	323	1,426,265	356
Purchases for settlement of employee share plans	1,432	—	—	—	1,118	—
Issue of new shares for employee share-based payment plans	35,096	9	34,116	9	37,400	9
Shares re-issued for employee share-based payment plans	(86,721)	(22)	(143,322)	(36)	(167,927)	(42)
At 31 December	1,137,457	283	1,187,650	296	1,296,856	323
Of which – shares held in treasury by bp	1,037,201	259	1,105,157	275	1,163,077	290
– shares held in ESOP trusts	100,256	24	82,491	21	133,707	33
– shares held by bp’s US share plan administratorb	—	—	2	—	72	—

a See Note 31 for definition of treasury shares.

b Held in the form of ADSs to meet the requirements of employee share-based payment plans in the US.

For each year presented, the balance at 1 January represents the maximum number of shares held in treasury by bp during the year, representing 5.2% (2020 5.4% and 2019 5.9%) of the called-up ordinary share capital of the company.

During 2021, the movement in shares held in treasury by bp represented less than 0.3% (2020 less than 0.3% and 2019 less than 0.5%) of the ordinary share capital of the company.

Capital and reserves



	Share capital	Share premium account	Capital redemption reserve	Merger reserve	Total share capital and capital reserves

At 1 January 2021	5,383	12,584	1,528	27,206	46,701
Profit (loss) for the year	—	—	—	—	—
Items that may be reclassified subsequently to profit or loss
Currency translation differences (including reclassifications)	—	—	—	—	—





Cash flow hedges and costs of hedging (including reclassifications)	—	—	—	—	—
Share of items relating to equity-accounted entities, net of taxa	—	—	—	—	—
Other	—	—	—	—	—
Items that will not be reclassified to profit or loss
Remeasurements of the net pension and other post-retirement benefit liability or asset	—	—	—	—	—
Cash flow hedges that will subsequently be transferred to the balance sheet	—	—	—	—	—

Total comprehensive income	—	—	—	—	—
Dividends	—	—	—	—	—

Cash flow hedges transferred to the balance sheet, net of tax	—	—	—	—	—

Repurchases of ordinary share capital	(177)	—	177	—	—
Share-based payments, net of taxb	9	161	—	—	170
Share of equity-accounted entities’ changes in equity, net of tax	—	—	—	—	—
Issue of perpetual hybrid bonds	—	—	—	—	—

Payments on perpetual hybrid bonds	—	—	—	—	—

Tax on issue of perpetual hybrid bonds	—	—	—	—	—
Transactions involving non-controlling interests, net of taxd	—	—	—	—	—
At 31 December 2021	5,215	12,745	1,705	27,206	46,871


At 1 January 2020	5,404	12,417	1,498	27,206	46,525
Profit (loss) for the year	—	—	—	—	—
Items that may be reclassified subsequently to profit or loss
Currency translation differences (including reclassifications)	—	—	—	—	—
Cash flow hedges and costs of hedging (including reclassifications)	—	—	—	—	—
Share of items relating to equity-accounted entities, net of taxa	—	—	—	—	—
Other	—	—	—	—	—
Items that will not be reclassified to profit or loss
Remeasurements of the net pension and other post-retirement benefit liability or asset	—	—	—	—	—
Cash flow hedges that will subsequently be transferred to the balance sheet	—	—	—	—	—
Total comprehensive income	—	—	—	—	—
Dividends	—	—	—	—	—
Cash flow hedges transferred to the balance sheet, net of tax	—	—	—	—	—
Repurchases of ordinary share capital	(30)	—	30	—	—
Share-based payments, net of taxb	9	167	—	—	176
Share of equity-accounted entities’ changes in equity, net of taxc	—	—	—	—	—
Issue of perpetual hybrid bonds	—	—	—	—	—

Payments on perpetual hybrid bonds	—	—	—	—	—

Tax on issue of perpetual hybrid bonds	—	—	—	—	—
Transactions involving non-controlling interests, net of taxd	—	—	—	—	—
At 31 December 2020	5,383	12,584	1,528	27,206	46,701

a Principally foreign exchange effects relating to the Russian rouble.

b Movements in treasury shares relate to employee share-based payment plans.

c Principally relates to a non-controlling interest transaction entered into by Rosneft.

d 2021 principally relates to the sale of 49% interest in a controlled affiliate holding certain refined product and crude logistics assets onshore US and the buy-out of the non-controlling interest in the Thorntons fuels and convenience retail business. 2020 principally relates to the sale of interests in our UK and New Zealand retail property portfolio, for which proceeds of $0.5 billion and $0.2 billion were received respectively.

31. Capital and reserves – continued


									$ million
Treasury shares	Foreign currency translation reserve	Cash flow hedges	Costs of hedging	Total fair value reserves	Profit and loss account	bp shareholders’ equity	Non-controlling interests		Total equity
							Hybrid bonds	Other interest
(13,224)	(8,719)	(708)	(100)	(808)	47,300	71,250	12,076	2,242	85,568
—	—	—	—	—	7,565	7,565	507	415	8,487

—	(846)	—	—	—	—	(846)	—	(24)	(870)





—	—	(134)	(76)	(210)	—	(210)	—	—	(210)
—	—	—	—	—	44	44	—	—	44
—	—	—	—	—	1	1	—	—	1

—	—	—	—	—	3,099	3,099	—	—	3,099
—	—	1	—	1	—	1	—	—	1

—	(846)	(133)	(76)	(209)	10,709	9,654	507	391	10,552
—	—	—	—	—	(4,316)	(4,316)	—	(311)	(4,627)

—	—	(10)	—	(10)	—	(10)	—	—	(10)

—	—	—	—	—	(3,151)	(3,151)	—	—	(3,151)
600	—	—	—	—	(138)	632	—	—	632
—	—	—	—	—	556	556	—	—	556
—	—	—	—	—	(26)	(26)	950	—	924

—	(7)	—	—	—	—	(7)	(492)	—	(499)

—	—	—	—	—	—	—	—	—	—
—	—	—	—	—	881	881	—	(387)	494
(12,624)	(9,572)	(851)	(176)	(1,027)	51,815	75,463	13,041	1,935	90,439


(14,412)	(6,495)	(752)	(160)	(912)	73,706	98,412	—	2,296	100,708
—	—	—	—	—	(20,305)	(20,305)	256	(680)	(20,729)

—	(2,224)	—	—	—	—	(2,224)	—	37	(2,187)
—	—	31	60	91	—	91	—	—	91
—	—	—	—	—	312	312	—	—	312
—	—	—	—	—	71	71	—	—	71

—	—	—	—	—	65	65	—	—	65
—	—	7	—	7	—	7	—	—	7
—	(2,224)	38	60	98	(19,857)	(21,983)	256	(643)	(22,370)
—	—	—	—	—	(6,367)	(6,367)	—	(238)	(6,605)
—	—	6	—	6	—	6	—	—	6
—	—	—	—	—	(776)	(776)	—	—	(776)
1,188	—	—	—	—	(638)	726	—	—	726
—	—	—	—	—	1,341	1,341	—	—	1,341
—	—	—	—	—	(48)	(48)	11,909	—	11,861

—	—	—	—	—	—	—	(89)	—	(89)

—	—	—	—	—	3	3	—	—	3
—	—	—	—	—	(64)	(64)	—	827	763
(13,224)	(8,719)	(708)	(100)	(808)	47,300	71,250	12,076	2,242	85,568

31. Capital and reserves – continued



	Share capital	Share premium account	Capital redemption reserve	Merger reserve	Total share capital and capital reserves


At 31 December 2018	5,402	12,305	1,439	27,206	46,352
Adjustment on adoption of IFRS 16, net of tax	—	—	—	—	—
At 1 January 2019	5,402	12,305	1,439	27,206	46,352
Profit (loss) for the year	—	—	—	—	—
Items that may be reclassified subsequently to profit or loss
Currency translation differences (including reclassifications)	—	—	—	—	—
Cash flow hedges and costs of hedging (including reclassifications)	—	—	—	—	—
Share of items relating to equity-accounted entities, net of taxa	—	—	—	—	—
Other	—	—	—	—	—
Items that will not be reclassified to profit or loss
Remeasurements of the net pension and other post-retirement benefit liability or asset	—	—	—	—	—
Cash flow hedges that will subsequently be transferred to the balance sheet	—	—	—	—	—
Total comprehensive income	—	—	—	—	—
Dividends	52	(52)	—	—	—
Cash flow hedges transferred to the balance sheet, net of tax	—	—	—	—	—
Repurchases of ordinary share capital	(59)	—	59	—	—
Share-based payments, net of taxb	9	164	—	—	173
Share of equity-accounted entities’ changes in equity, net of tax	—	—	—	—	—
Transactions involving non-controlling interests, net of taxc	—	—	—	—	—
At 31 December 2019	5,404	12,417	1,498	27,206	46,525

a Principally foreign exchange effects relating to the Russian rouble.

b Movements in treasury shares relate to employee share-based payment plans.

c Principally relates to the sale of a 49% interest in bp's retail property portfolio in Australia.

31. Capital and reserves – continued


									$ million
Treasury shares	Foreign currency translation reserve	Cash flow hedges	Costs of hedging	Total fair value reserves	Profit and loss account	bp shareholders’ equity	Non-controlling interests		Total equity
							Hybrid bonds	Other interest

(15,767)	(8,902)	(777)	(210)	(987)	78,748	99,444	—	2,104	101,548
—	—	—	—	—	(329)	(329)	—	(1)	(330)
(15,767)	(8,902)	(777)	(210)	(987)	78,419	99,115	—	2,103	101,218
—	—	—	—	—	4,026	4,026	—	164	4,190

—	2,407	—	—	—	—	2,407	—	9	2,416
—	—	5	50	55	—	55	—	—	55
—	—	—	—	—	82	82	—	—	82
—	—	—	—	—	(64)	(64)	—	—	(64)

—	—	—	—	—	171	171	—	—	171
—	—	(3)	—	(3)	—	(3)	—	—	(3)
—	2,407	2	50	52	4,215	6,674	—	173	6,847
—	—	—	—	—	(6,929)	(6,929)	—	(213)	(7,142)
—	—	23	—	23	—	23	—	—	23
—	—	—	—	—	(1,511)	(1,511)	—	—	(1,511)
1,355	—	—	—	—	(809)	719	—	—	719
—	—	—	—	—	5	5	—	—	5
—	—	—	—	—	316	316	—	233	549
(14,412)	(6,495)	(752)	(160)	(912)	73,706	98,412	—	2,296	100,708

31. Capital and reserves – continued

Share capital

The balance on the share capital account represents the aggregate nominal value of all ordinary and preference shares in issue, including treasury shares.

Share premium account

The balance on the share premium account represents the amounts received in excess of the nominal value of the ordinary and preference shares.

Capital redemption reserve

The balance on the capital redemption reserve represents the aggregate nominal value of all the ordinary shares repurchased and cancelled.

Merger reserve

The balance on the merger reserve represents the fair value of the consideration given in excess of the nominal value of the ordinary shares issued in an acquisition made by the issue of shares.

Treasury shares

Treasury shares represent bp shares repurchased and available for specific and limited purposes. For accounting purposes shares held in Employee Share Ownership Plans (ESOPs) and bp’s US share plan administrator to meet the future requirements of the employee share-based payment plans are treated in the same manner as treasury shares and are, therefore, included in the financial statements as treasury shares. The ESOPs are funded by the group and have waived their rights to dividends in respect of such shares held for future awards. Until such time as the shares held by the ESOPs vest unconditionally to employees, the amount paid for those shares is shown as a reduction in shareholders’ equity. Assets and liabilities of the ESOPs are recognized as assets and liabilities of the group.

Foreign currency translation reserve

The foreign currency translation reserve records exchange differences arising from the translation of the financial statements of foreign operations. Upon disposal of foreign operations, the related accumulated exchange differences are reclassified to the income statement. It includes approximately $11 billion loss relating to the investment in Rosneft which is now expected to be reclassified to the income statement in 2022. See Note 37 Events after the reporting period.

Cash flow hedges

This reserve records the portion of the gain or loss on a hedging instrument in a cash flow hedge that is determined to be an effective hedge. It includes $651 million relating to the acquisition of an 18.5% interest in Rosneft in 2013 which is now expected to be reclassified to the income statement in 2022. See Note 37 Events after the reporting period. For further information on the accounting for cash flow hedges see Note 1 - Derivative financial instruments and hedging activities.

Costs of hedging

This reserve records the change in fair value of the foreign currency basis spread of financial instruments to which cost of hedge accounting has been applied. The accumulated amount relates to time-period related hedged items and is amortized to profit or loss over the term of the hedging relationship. For further information on the accounting for costs of hedging see Note 1 - Derivative financial instruments and hedging activities.

Profit and loss account

The balance held on this reserve is the accumulated retained profits of the group.

Non-controlling interests

Non-controlling interests represent the equity in subsidiaries that is not attributable, directly or indirectly, to bp shareholders. Included within non-controlling interests are perpetual subordinated hybrid bonds issued by BP Capital Markets PLC, a group subsidiary, on 17 June 2020 in euro, sterling and US dollars for a US dollar equivalent amount of $11.9 billion. The hybrid bonds include redemption options exercisable at the group’s discretion from June 2025 to March 2030 (the first ‘call date’), on specified dates thereafter, or in the event of specific circumstances (such as a change in IFRS or tax regime) as set out in the individual terms of each issue. Coupons are fixed for an initial period up to dates from September 2025 to June 2030 at rates of 3.25% to 4.875% and reset to rates determined by the contractual terms of each instrument on certain dates thereafter. The contractual terms of the hybrid bonds allow the group to defer coupon payments and the repayment of principal indefinitely, however their terms and conditions stipulate that any deferred payments must be made in the event of an announcement of an ordinary share or parity equity dividend distribution or certain share repurchases or redemptions. Payments made to and profit attributed to these hybrid bond holders in the year totalled $499 million (2020 $89 million) and $497 million (2020 $256 million) respectively. The accumulated non-controlling interest at the end of the year was $12,081 million (2020 $12,076 million).

Non-controlling interests also includes perpetual subordinated hybrid securities issued during 2021 by a group subsidiary, of $950 million. The proceeds from this issuance were specifically earmarked to fund the forward purchase and leaseback of an under-construction floating, production, storage, and offloading vessel (FPSO) to be used on one of the group’s major projects. The contractual terms of these instruments allow the group to defer interest payments and repayment of principle indefinitely however their terms and conditions stipulate that the group must purchase them on the occurrence of certain events, all within the group’s control, including the declaration or payment of a BP p.l.c. distribution after mid-May 2026. The accumulated non-controlling interest at the end of the year was $960 million, including $10 million of profit attributable to holders.

As the group has the unconditional right to avoid transferring cash or another financial asset in relation to these hybrid bonds and securities, they are classified as equity instruments and reported within non-controlling interests in the consolidated financial statements.

31. Capital and reserves – continued

The pre-tax amounts of each component of other comprehensive income, and the related amounts of tax, are shown in the table below.


			$ million
			2021
	Pre-tax	Tax	Net of tax
Items that may be reclassified subsequently to profit or loss
Currency translation differences (including reclassifications)	(885)	15	(870)

Cash flow hedges (including reclassifications)	(175)	41	(134)
Costs of hedging (including reclassifications)	(84)	8	(76)
Share of items relating to equity-accounted entities, net of tax	44	—	44
Other	—	1	1
Items that will not be reclassified to profit or loss
Remeasurements of the net pension and other post-retirement benefit liability or asset	4,416	(1,317)	3,099
Cash flow hedges that will subsequently be transferred to the balance sheet	1	—	1


Other comprehensive income	3,317	(1,252)	2,065

			$ million
			2020
	Pre-tax	Tax	Net of tax
Items that may be reclassified subsequently to profit or loss
Currency translation differences (including reclassifications)	(2,196)	9	(2,187)
Cash flow hedges (including reclassifications)	41	(10)	31
Costs of hedging (including reclassifications)	64	(4)	60
Share of items relating to equity-accounted entities, net of tax	312	—	312
Other	—	71	71
Items that will not be reclassified to profit or loss
Remeasurements of the net pension and other post-retirement benefit liability or asset	170	(105)	65
Cash flow hedges that will subsequently be transferred to the balance sheet	7	—	7
Other comprehensive income	(1,602)	(39)	(1,641)

			$ million
			2019
	Pre-tax	Tax	Net of tax
Items that may be reclassified subsequently to profit or loss
Currency translation differences (including reclassifications)	2,418	(2)	2,416
Cash flow hedges (including reclassifications)	6	(1)	5
Costs of hedging (including reclassifications)	53	(3)	50
Share of items relating to equity-accounted entities, net of tax	82	—	82
Other	—	(64)	(64)
Items that will not be reclassified to profit or loss
Remeasurements of the net pension and other post-retirement benefit liability or asset	328	(157)	171
Cash flow hedges that will subsequently be transferred to the balance sheet	(3)	—	(3)
Other comprehensive income	2,884	(227)	2,657