Title of each class

Name of each exchange on which registered

Ordinary Shares of 25c each

Cumulative First Preference Shares of £1 each

Cumulative Second Preference Shares of £1 each

U.S. GAAP  ¨

International Financial Reporting Standards as issued

by the International Accounting Standards Board  x

Who we are

BP is one of the world’s leading integrated oil and gas companies.^a We aim to create long-term value for shareholders by helping to meet growing demand for energy in a safe and responsible way. We strive to be a world-class operator, a responsible corporate citizen and a good employer.

Through our work we provide customers with fuel for transportation, energy for heat and light, lubricants to keep engines moving and the petrochemicals products used to make everyday items as diverse as paints, clothes and packaging. Our projects and operations help to generate employment, investment and tax revenues in countries and communities across the world. We employ around 85,000 people.

As a global group, our interests and activities are held or operated through subsidiaries, branches, joint arrangements or associates established in – and subject to the laws and regulations of – many different jurisdictions. The UK is a centre for trading, legal, finance, research and technology and other business functions. We have well-established operations in Europe, North and South America, Australasia, Asia and Africa.

BP proposition

We prioritize value over volume by actively managing a high-value upstream and downstream portfolio and investing only where we can apply the distinctive strengths, capabilities and technologies that we have built up over decades.

Our objective is to create shareholder value by growing sustainable free cash flow over the long term. Our disciplined approach enables us to grow distributions to our shareholders over time.

  See bp.com/bpproposition

^a  On the basis of market capitalization, proved reserves and production.

|

Front cover imagery

An operations technician and process engineer perform safety checks on the Atlantis platform in the Gulf of Mexico. The region is an important part of our upstream portfolio and Atlantis is one of four BP-operated platforms there. The Mardi Gras pipeline that stretches across 450 miles of the Gulf moves oil and gas production to onshore facilities from these platforms.

Your feedback

We welcome your comments and feedback on our reporting. Your views are important to us and help us shape our reporting for future years.

You can provide this at bp.com/annualreportfeedback or by emailing the corporate reporting team. Details are on the back cover.

This document constitutes the Annual Report and Accounts in accordance with UK requirements and the Annual Report on Form 20-F in accordance with the US Securities Exchange Act of 1934, for BP p.l.c. for the year ended 31 December 2014. A cross reference to Form 20-F requirements is included on page 257.

This document contains the Strategic report on pages 1-50 and the inside cover (Who we are section) and the Directors’ report on pages 51-71, 90, 167-196 and 207-255. The Strategic report and the Directors’ report together include the management report required by DTR 4.1 of the UK Financial Conduct Authority’s Disclosure and Transparency Rules. The Directors’ remuneration report is on pages 72-88. The consolidated financial statements of the group are on pages 89-166 and the corresponding reports of the auditor are on pages 94-95.

BP Annual Report and Form 20-F 2014 and BP Strategic Report 2014 (comprising the Strategic report and supplementary information) may be downloaded from bp.com/annualreport. No material on the BP website, other than the items identified as BP Annual Report and Form 20-F 2014 or BP Strategic Report 2014 (comprising the Strategic report and supplementary information), forms any part of those documents. References in this document to other documents on the BP website, such as BP Energy Outlook, are included as an aid to their location and are not incorporated by reference into this document.

BP p.l.c. is the parent company of the BP group of companies. The company was incorporated in 1909 in England and Wales and changed its name to BP p.l.c. in 2001. Where we refer to the company, we mean BP p.l.c. Unless otherwise stated, the text does not distinguish between the activities and operations of the parent company and those of its subsidiaries«, and information in this document reflects 100% of the assets and operations of the company and its subsidiaries that were consolidated at the date or for the periods indicated, including non-controlling interests.

BP’s primary share listing is the London Stock Exchange. Ordinary shares are also traded on the Frankfurt Stock Exchange in Germany and, in the US, the company’s securities are traded on the New York Stock Exchange (NYSE) in the form of ADSs (see page 244 for more details).

The term ‘shareholder’ in this report means, unless the context otherwise requires, investors in the equity capital of BP p.l.c., both direct and indirect. As BP shares, in the form of ADSs, are listed on the NYSE, an Annual Report on Form 20-F is filed with the SEC. Ordinary shares are ordinary fully paid shares in BP p.l.c. of 25 cents each. Preference shares are cumulative first preference shares and cumulative second preference shares in BP p.l.c. of £1 each.

Registered office and our worldwide headquarters:

BP p.l.c.

1 St James’s Square

London SW1Y 4PD

UK

Tel +44 (0)20 7496 4000

Registered in England and Wales No. 102498.

London Stock Exchange symbol ‘BP.’

Our agent in the US:

BP America Inc.

501 Westlake Park Boulevard

Houston, Texas 77079

US

Tel +1 281 366 2000

10-year dividend history

UK (pence per ordinary share)

US (cents per ADS)

One ADS represents six 25 cent ordinary shares.

Dear fellow shareholder,

We started 2014 with confidence in the overall development of the world and a feeling of progress in most of the world’s economies after several challenging years. However, the year ended with significant uncertainties. BP operates in a geopolitical environment that has become more turbulent and the price of oil has significantly declined, returning to a pattern of volatility not seen for several years. The industry must adapt rapidly. Even before the recent volatility, we have taken measures to streamline and reshape BP. We believe we are well positioned to meet the challenges of the coming years.

In 2011, we set out our 10-point plan with clear goals that we have delivered over the last three years. This is a significant achievement for Bob Dudley and his team. It marks a major step in refocusing the company after the tragic events of 2010 when 11 people lost their lives in the Deepwater Horizon accident – something we must never forget. Our strategic progress has to be tempered by the finding of gross negligence in the Clean Water Act litigation in the US, which we strongly disagree with and are appealing.

Strategy

Completing the 10-point plan does not mean that our work is done. Far from it. The board continues to be deeply involved in discussing and shaping our strategy – with its clear priorities, quality portfolio and distinctive capabilities.

We successfully sold assets at a time of higher oil prices and are now going through a rapid cost adjustment to address this new landscape and improve our underlying business performance. We are refocusing our approach to producing hydrocarbons in the US Lower 48 and we are resetting our operations across the entire business. This is all taking place without compromising on safety. Our recent strategic partnership with Chevron in the Gulf of Mexico demonstrates what we mean by value over volume through a new ownership and operating model. Our goals are to make investment choices that play to our strengths, increase sustainable free cash flow and grow our distributions to shareholders.

We began a number of these initiatives earlier in 2014, putting us ahead of the current oil price pressures. These strategic actions will continue and more will be necessary as we respond to short-term imperatives. We aim to ensure that BP builds on its distinctive strengths in 2015 and beyond.

Shareholder distributions

The improved performance over the year and progress in strategic delivery has led to the board’s decision to increase the dividend. During 2014, the board reviewed the dividend twice and each time raised it by 2.6% . These increases are part of our strategy to grow distributions. During 2014 BP completed its $8-billion share buyback programme using proceeds from the sale of our interest in TNK-BP. Shares worth a further $2.3 billion were also bought back in the year. In the present environment, returns to shareholders remain a key priority.

94.9%

2014 refining availability.

90%

Upstream BP-operated plant efficiency«.

Dear fellow shareholder,

The year 2014 was pivotal for BP. Despite the increasingly challenging business environment, we completed the 10-point plan we had set out in 2011 to make BP a safer, stronger, better performing business. Compared with three years ago, we have reduced safety-related incidents, delivered strong operating efficiencies and met our target to increase operating cash flow by more than 50%.

Our performance is important, not only because we achieved our targets, but because we did what we said we would do. I know how important it is to shareholders that we continue delivering on our commitments.

2014 was a turbulent year – for BP and the industry. Oil prices fell dramatically and returned to their familiar pattern of volatility, after several exceptional years in which they remained above $100 per barrel. I expect these lower and more volatile prices to continue through 2015 and likely longer. We are now resetting the business to deliver value in this new context, scaling back capital spending and reducing costs, while always maintaining our primary focus on safety.

Our efforts over the past three years have helped prepare us to face the new oil price challenge with resilience. We have reshaped and strengthened our portfolio through a divestment programme, reduced our costs to reflect a smaller footprint and articulated a strategy based on clear priorities, a quality portfolio and distinctive capabilities.

Clear priorities

Safe and reliable operations will always be our first priority. While we have made real progress in the past three years, sadly there were three workforce fatalities in 2014, in accidents at a German refinery, a UK North Sea platform and an Indonesian petrochemicals plant. Our thoughts are with the families and friends of those who died and we will implement the lessons from these tragic events.

Since 2011 we have reduced the number of tier 1 and tier 2 process safety events – the most serious incidents, leaks, spills and other releases. After making very good progress in 2013, we saw a higher number of such incidents in 2014. We are renewing our efforts to ensure conformance with our operating management system, allied to the right personal behaviours, taking great care in everything we do.

We clearly demonstrated capital discipline through 2014, restricting spending to around $23 billion, relative to guidance of $24-25 billion. We also saw good project execution as we met our plans to bring onstream seven start-up projects.

Quality portfolio

We continue to actively manage our portfolio, focusing on assets which play to our strengths and divesting assets that no longer fit our strategy. In both our Upstream and Downstream businesses, we are taking a rigorous approach to capital allocation and concentrating on efficiency and competitiveness in our activities. Making the right investment choices is of the highest priority.

We believe that a diverse mix of fuels and technologies will
be essential to meet the growing demand for energy
and the challenges facing our industry.

 Our markets in 2014

See page 20 for information on oil and gas prices in 2014.

Near-term outlook

Oil prices, after around four years of averaging around $100 per barrel, have fallen by more than 50%. This reflects strong production growth in the US, increases in global supply elsewhere and weaker global demand. Prices weakened further following OPEC’s decision in November to maintain production.

Prices are expected to remain low through the near term, at least. And while we anticipate supply chain deflation by 2016 and beyond, as industry costs follow oil prices with a lag, this will be a tough period of intense change for the industry as it adapts to this new reality.

Long-term outlook

Population and economic growth are the main drivers of global energy demand. The world’s population is projected to increase by 1.6 billion from 2013 to 2035, and the world economy is likely to more than double in size over the same period. Improvements to energy efficiency, further stimulated by new climate policies and a shift towards less energy-intensive activities in fast-growing economies will restrain the growth of energy consumption. But we still expect world demand for energy to increase by as much as 37% between 2013 and 2035, with 96% of the growth in non-OECD countries.

Energy resources are available to meet this growing demand, but developing these resources presents a number of challenges:

Sustainability – action is needed to limit carbon dioxide (CO₂) and other greenhouse gases emitted through fossil fuel use.

Supply security – more than 60% of the world’s known reserves of natural gas are in just five countries, and more than 80% of global oil reserves are located in nine countries, often distant from the hubs of energy consumption.

Affordability – fossil fuels can become more difficult to access as the easiest and highest quality resources are depleted first, and many non-fossil fuel resources remain costly to produce at scale.

Continued advances in technology and energy-industry productivity are required to deliver affordable, sustainable and secure energy. The shale gas revolution demonstrates the potential impact of such developments.

Effective policy

We believe governments must set a stable framework to encourage private sector investment and to help consumers choose wisely. This includes secure access for the exploration and development of energy resources; mutual benefits for resource owners and development partners; and an appropriate legal and regulatory environment with an economy-wide price on carbon.

Energy efficiency

Greater efficiency helps with affordability – because less energy is needed; with security – because it reduces dependence on imports; and with sustainability – because it reduces emissions. Innovation can play a key role in improving technology, bringing down cost and increasing efficiency. In transport, for example, we believe energy-efficient technologies and biofuels could offer the most cost-effective pathway to a secure, lower-carbon future.

How BP is preparing for the near-term outlook

•  We exercise capital discipline by constraining the total level of capital spend and the number of projects sanctioned each year.

•  We sanction upstream projects at $80^a per barrel, while testing projects for resilience at $60^a per barrel.

•  Our balance sheet gives us resilience to withstand a period of low prices.

•  With a third of our production from production-sharing agreements and an increasing portfolio of high-quality gas projects, we are reducing our vulnerability to global oil price movements.

•  We continue to right-size the group’s cost base to align with BP’s smaller footprint.

^a In real terms based to 2012.

For further detail on the projections of future energy trends contained in this section, please refer to BP Energy Outlook 2035.

We aim to create value for our investors and benefits for the communities and societies where we operate.



A process engineer monitors instrument readings at our Castellón refinery in Spain. The refinery has the flexibility to run sour, heavy and highly acidic crudes.

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In Trinidad & Tobago we are the largest hydrocarbon producer, accounting for about 50% of the nation’s oil and gas.

We believe the best way to achieve sustainable success as a group is to act in the long-term interests of our shareholders, our partners and society. By supplying energy, we support economic development and help to improve quality of life for millions of people. Our activities also generate jobs, investment, infrastructure and revenues for governments and local communities.

Our business model spans everything from exploration to marketing. We have a diverse integrated portfolio that is focused and adaptable to prevailing conditions. Integration across the group allows us to share functional excellence more efficiently across areas such as safety and operational risk, environmental and social practices, procurement, technology and treasury management.

Every stage of the hydrocarbon value chain offers opportunities for us to create value, through both the successful execution of activities that are core to our industry, and the

application of our own distinctive strengths and capabilities in performing those activities.

A relentless focus on safety remains the top priority for everyone at BP. Rigorous management of risk helps to protect the people at the front line, the places where we operate and the value we create. We understand that operating in politically complex regions and technically demanding geographies requires particular sensitivity to local environments.

Illustrated business model

For an at a glance overview of our business model see page 2.

Our businesses

For more information on our upstream and downstream business models, see pages 24 and 29 respectively.

Finding oil and gas

First, we acquire the rights to explore for oil and gas. Through our exploration activities we are able to renew our portfolio, discover new resources and replenish our development options.

When we find hydrocarbon resources, we aim to create value by progressing them into proved reserves or by divesting if they do not fit with our strategy. If we believe developing and producing the reserves will be advantageous for BP, we produce the oil and gas, then sell it to the market or distribute it to our downstream facilities.

We use technology to find and produce more oil and gas, improve our processes for conversion into valuable products and develop lower-carbon energy solutions.

We aim to build strategic relationships with universities for research, recruitment, policy insights and education. Our long-term research programmes around the world are exploring areas from reservoir fluid flow to novel lubricant additives. For example through the BP International Centre for Advanced Materials almost 70 researchers are working on around 20 projects to advance the understanding and use of materials across a variety of energy and industrial applications.

The first priority for all our technology teams is improving the safety and integrity of our operations.

Our upstream technology programmes include advanced seismic imaging to help us find more oil and gas and enhanced oil recovery to get more from existing fields. New techniques are improving the efficiency of unconventional oil and gas production.

We focus our downstream technology programmes on improving the performance of our refineries and petrochemicals plants and on creating high quality, energy efficient, cleaner products.

We employ scientists and technologists at seven major technology centres in the US, UK and Germany. In 2014 we invested $663 million in research and development (2013 $707 million, 2012 $674 million).

  See bp.com/technology



At our Wayne technology center in New Jersey chemists research new formulations to improve lubricant performance.

 Seismic imaging

We use our imaging expertise to increase the productivity and quality of the data we capture on land and offshore. We conducted one of our largest-ever onshore seismic surveys in 2014 covering 2,800km² at the Khazzan field in Oman.

 Enhanced oil recovery (EOR)

BP delivers more light oil EOR production than any other international oil company. In 2014 we introduced the world’s first automated robot for testing EOR technologies, shortening the time we need to spend on development and trials before bringing them to field.

 Production optimization

Our Field of the Future technologies provide real-time information to help manage operational risk, improve plant equipment reliability and optimize production. In 2014 we established a digital centre of expertise for technologies to analyse data, improve decision making and enhance efficiency.

 Shipping efficiency

Our ‘virtual arrival’ system can reduce fuel consumption and emissions by allowing vessels, ports and other parties to work together and agree an optimum arrival time for each vessel.

We aim to maintain a skilled workforce to deliver our strategy and meet our commitments to investors, partners and the wider world. We compete for the best people within the energy sector and other industries.

Our people are talented in a wide range of disciplines – from geoscience, mechanical engineering and research technology to government affairs, trading, marketing, legal and others.

We have a bias towards building capability within the organization, complemented by selective external recruitment where necessary, and invest in all our employees’ development to build a sustainable talent pipeline.

Our approach to professional development and training helps build individual capabilities, reducing a potential skills gap. We believe our shared values help everyone at BP to contribute to their full potential.

We assess the group’s performance according to a wide range of measures and indicators. Our key performance indicators (KPIs) help the board and executive management measure performance against our strategic priorities and business plans. We periodically review our metrics and test their relevance to our strategy. We believe non-financial measures – such as safety and an engaged and diverse workforce – have a useful role to play as leading indicators of future performance.

Changes to KPIs

We have replaced the RC profit per ordinary share KPI to underlying RC profit per ordinary share. This is one of the measures used by management to evaluate BP’s operational performance and is also used as a performance measure for executive directors’ remuneration. All other KPIs remain the same.

Remuneration

To help align the focus of our board and executive management with the interests of our shareholders, certain measures are reflected in the variable elements of executive remuneration.

Overall annual bonuses, deferred bonuses and performance shares are all based on performance against measures and targets linked directly to strategy and KPIs.

 Directors’ remuneration

       See how our performance

       impacted 2014 pay on

       page 72.

Key

KPIs used to measure

       progress against our

       strategy.

KPIs used to determine 2014

and 2015 remuneration.

Underlying RC profit«

per ordinary share (cents)

Underlying RC profit is a useful measure for investors because it is one of the profitability measures BP management uses to assess performance. It assists management in understanding the underlying trends in operational performance on a comparable year-on-year basis.

It reflects the replacement cost of inventories sold in the period and is arrived at by excluding inventory holding gains and losses« from profit or loss. Adjustments are also made for non-operating items« and fair value accounting effects«. The IFRS equivalent can be found on page 208.

2014 performance The decrease in underlying RC profit per ordinary share for the year compared with 2013 was mainly due to a lower profit in Upstream and lower earnings from Rosneft.

Operating cash flow« ($ billion)

Operating cash flow is net cash flow provided by operating activities, as reported in the group cash flow statement. Operating activities are the principal revenue-generating activities of the group and other activities that are not investing or financing activities.

2014 performance Operating cash flow in 2014 was higher in line with delivery of the 10-point plan.

Gearing (net debt ratio)«(%)

Our gearing (net debt ratio) shows investors how significant net debt is relative to equity from shareholders in funding BP’s operations.

We aim to keep our gearing within the 10-20% range to give us the flexibility to deal with an uncertain environment.

Gearing is calculated by dividing net debt by total equity plus net debt. Net debt is equal to gross finance debt, plus associated derivative financial instruments, less cash and cash equivalents. For the nearest equivalent measure on an IFRS basis and for further information see Financial statements – Note 25.

2014 performance Gearing at the end of 2014 was 16.7%, up 0.5% on 2013 and within our target band of 10-20%.

Refining availability (%)

Refining availability represents Solomon Associates’ operational availability. The measure shows the percentage of the year that a unit is available for processing after deducting the time spent on turnaround activity and all mechanical, process and regulatory downtime.

Refining availability is an important indicator of the operational performance of our Downstream businesses.

2014 performance Refining availability decreased by 0.4% from 2013 to 94.9% reflecting the completion of the Whiting refinery modernization project and ramp-up of operations.

Reported recordable injury

frequency^a

Reported recordable injury frequency (RIF) measures the number of reported work-related employee and contractor incidents that result in a fatality or injury (apart from minor first aid cases) per 200,000 hours worked.

The measure gives an indication of the personal safety of our workforce.

2014 performance Our workforce RIF, which includes employees and contractors combined, is 0.31, level with 2013. While this is encouraging, we have seen an increase in our day away from work case frequency (see page 39). We are reviewing our personal safety programmes and continue to focus our efforts on safety.

Loss of primary containment^a

Loss of primary containment (LOPC) is the number of unplanned or uncontrolled releases of oil, gas or other hazardous materials from a tank, vessel, pipe, railcar or other equipment used for containment or transfer.

By tracking these losses we can monitor the safety and efficiency of our operations as well as our progress in making improvements.

2014 performance The increase in 2014 reporting reflects the introduction of enhanced automated monitoring for many remote sites in our Lower 48 business. Using a like-for-like approach with previous years’ reporting, our 2014 loss of primary containment figure is 246.

~

A mechanical technician works on the floating, production, storage and offloading vessel in Angola’s ultra-deep water.

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‘Pipe alley’ at Cooper River petrochemicals plant. The site is one of the world’s largest producers of PTA, a raw material primarily used to manufacture polyester and plastic bottles.

Crude oil prices (quarterly average)

Oil and gas pricing

       For more on upstream markets in

       2014 see page 25.

Refining margins

       For more on downstream markets in

       2014 see page 30.

Economic growth has remained relatively weak globally, and was weaker in the emerging non-OECD economies than recent years. Within the OECD, the US and UK performed best – growing at around their medium-term potential – while Japan and the Eurozone have underperformed against their potential.

Oil

Crude oil prices, as demonstrated by the industry benchmark of dated Brent, averaged $98.95 per barrel in 2014. For the period from 2010 to mid-2014, oil prices followed a pattern of relative stability at around $110 a barrel. Prices averaged $109 during the first half of 2014, but fell sharply by more than 50% since June in the face of continued strong growth of light, sweet oil production in the US, and weak global consumption growth. Brent prices ended the year near $55.

Amid continued high oil prices for much of the year and weak economic growth in emerging economies, global oil consumption increased by a below-average 0.6 million barrels per day (mmb/d) for the year (0.7%).^a The growth in consumption was greatly exceeded by record growth in non-OPEC production (2.0 mmb/d), mainly by continued strong growth in US output. OPEC crude oil production fell slightly due to renewed outages in Libya. On balance, production significantly exceeded consumption, resulting in a large increase in OECD commercial oil inventories.

In 2013 global oil consumption grew by roughly 1.4 million barrels per day (1.4%), significantly more than the increase in global production (0.6%).^b Non-OPEC production accounted for all of the net global increase, driven by robust US growth.

^a  From Oil Market Report 10 February 2015^©, OECD/IEA 2015, page 4.

^b  BP Statistical Review of World Energy June 2014.

Natural gas

Global price differentials in 2014 continued to narrow. US gas prices moved up, while European and Asian spot LNG prices weakened. The Henry Hub index increased from $3.7 per million British thermal units (mmBtu) in 2013 to $4.4 in 2014.

Spot LNG prices in Europe and Asia fell with rising global LNG supplies and weak demand growth. New LNG projects in Papua New Guinea and Australia, and recovering supplies in Africa have added to the market in 2014.

Moderating demand and milder weather reduced the UK National Balancing Point hub price to an average of 50 pence per therm in 2014 (2013 68). The Japanese spot price fell to an average of $13.9/mmBtu in 2014 (2013 $16.6).

In 2013 growth in natural gas consumption slowed to a below-average rate and broad differentials between regional gas prices continued, although they did not widen further as US gas prices recovered from their 2012 lows. Global LNG supply expanded in 2013, following a contraction in supply in 2012. But the LNG market remained tight, as strong demand continued in Asia from economic growth and nuclear power outages, and in Latin America due to the effect of a drought on hydroelectric production.