Notes to Financial Statements (Unaudited)
(Prepared on a modified basis of cash receipts and disbursements)
March 31, 2017
(1)
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Formation of the Trust and Organization
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BP Prudhoe Bay Royalty Trust (the
Trust), a grantor trust, was created as a Delaware business trust pursuant to a Trust Agreement dated February 28, 1989 (the Trust Agreement) among The Standard Oil Company (Standard Oil), BP Exploration (Alaska)
Inc. (BP Alaska), The Bank of New York Mellon, as trustee, and BNY Mellon Trust of Delaware (successor to The Bank of New York (Delaware)), as co-trustee. Standard Oil and BP Alaska are indirect wholly-owned subsidiaries of BP p.l.c.
(BP). On December 15, 2010, The Bank of New York Mellon resigned as trustee and was replaced by The Bank of New York Mellon Trust Company, N.A., a national banking association, as successor trustee (the Trustee).
On February 28, 1989, Standard Oil conveyed an overriding royalty interest (the Royalty Interest) to the Trust. The Trust was
formed for the sole purpose of owning and administering the Royalty Interest. The Royalty Interest represents the right to receive a per barrel royalty (the Per Barrel Royalty) of 16.4246% on the lesser of (a) the first 90,000 barrels of
the average actual daily net production of oil and condensate per quarter or (b) the average actual daily net production of oil and condensate per quarter from BP Alaskas working interests as of February 28, 1989 in the Prudhoe Bay field
situated on the North Slope of Alaska (the 1989 Working Interests). Trust Unit holders are subject to the risk that production will be interrupted or discontinued or fall, on average, below 90,000 barrels per day in any quarter. BP has
guaranteed the performance of BP Alaska of its payment obligations with respect to the Royalty Interest.
Effective January 1, 2000, BP
Alaska and all other Prudhoe Bay working interest owners cross-assigned interests in the Prudhoe Bay field pursuant to the Prudhoe Bay Unit Alignment Agreement. BP Alaska retained all rights, obligations, and liabilities associated with the Trust.
The trustees of the Trust are The Bank of New York Mellon Trust Company, N.A. and BNY Mellon Trust of Delaware, a Delaware banking
corporation. BNY Mellon Trust of Delaware serves as co-trustee in order to satisfy certain requirements of the Delaware Statutory Trust Act. The Bank of New York Mellon Trust Company, N.A. alone is able to exercise the rights and powers granted to
the Trustee in the Trust Agreement.
The Per Barrel Royalty in effect for any day is equal to the price of West Texas Intermediate crude
oil (the WTI Price) for that day less scheduled Chargeable Costs (adjusted for inflation) and Production Taxes (based on statutory rates then in effect).
The Trust is passive, with the Trustee having only such powers as are necessary for the collection and distribution of revenues, the payment of
Trust liabilities, and the protection of the Royalty Interest. The Trustee, subject to certain conditions, is obligated to establish cash reserves and borrow funds to pay liabilities of the Trust when they become due. The Trustee
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BP Prudhoe Bay Royalty Trust
Notes to Financial Statements (Unaudited)
(Prepared on a modified basis of cash receipts and disbursements)
March 31, 2017
may sell Trust properties only (a) as authorized by a vote of the Trust Unit holders, (b) when necessary to provide for the payment of specific liabilities of the Trust then due (subject to
certain conditions) or (c) upon termination of the Trust. Each Trust Unit issued and outstanding represents an equal undivided share of beneficial interest in the Trust. Royalty payments are received by the Trust and distributed to Trust Unit
holders, net of Trust expenses, in the month succeeding the end of each calendar quarter. The Trust will terminate (i) upon a vote of holders of not less than 60% of the outstanding Trust Units, or (ii) at such time the net revenues from the Royalty
Interest for two successive years are less than $1,000,000 per year (unless the net revenues during such period are materially and adversely affected by certain events).
In order to ensure that the Trust has the ability to pay future expenses, the Trust established a cash reserve account, which the Trustee
believes is sufficient to pay approximately one years current and expected liabilities and expenses of the Trust.
The financial statements of the Trust are prepared on a modified
cash basis and reflect the Trusts assets, liabilities, corpus, earnings, and distributions, as follows:
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a.
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Revenues are recorded when received (generally within 15 days of the end of the preceding quarter) and distributions to Trust Unit holders are recorded when paid.
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b.
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Trust expenses (which include accounting, engineering, legal, and other professional fees, trustees fees, and out-of-pocket expenses) are recorded on an accrual basis.
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c.
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Cash reserves may be established by the Trustee for certain contingencies that would not be recorded under generally accepted accounting principles.
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While these statements differ from financial statements prepared in accordance with accounting principles generally accepted in the United
States of America, the modified cash basis of reporting revenues and distributions is considered to be the most meaningful because quarterly distributions to the Trust Unit holders are based on net cash receipts. These modified cash basis financial
statements are unaudited but, in the opinion of the Trustee, include all adjustments necessary to present fairly the assets, liabilities and corpus of the Trust as of March 31, 2017 and December 31, 2016, and the modified cash basis of earnings and
distributions and changes in Trust corpus for the three-month periods ended March 31, 2017 and 2016. The adjustments are of a normal recurring nature and are, in the opinion of the Trustee, necessary to fairly present the results of operations.
As of March 31, 2017 and December 31, 2016, cash equivalents which represent the cash reserve consist of a Morgan Stanley ILF Treasury Fund.
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BP Prudhoe Bay Royalty Trust
Notes to Financial Statements (Unaudited)
(Prepared on a modified basis of cash receipts and disbursements)
March 31, 2017
Estimates and assumptions are required to be made regarding assets, liabilities and changes
in Trust corpus resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ, and the
differences could be material.
These unaudited financial statements should be read in conjunction with the financial statements and
related notes in the Trusts Annual Report on Form 10-K for the fiscal year ended December 31, 2016. The cash earnings and distributions for the interim periods presented are not necessarily indicative of the results to be expected for the
full year.
At inception in February 1989, the Royalty Interest held by the Trust
had a carrying value of $535,000,000. In accordance with generally accepted accounting principles, the Trust amortized the value of the Royalty Interest based on the units of production method. Such amortization was charged directly to the Trust
corpus, and did not affect cash earnings. In addition, the Trust periodically evaluated impairment of the Royalty Interest by comparing the undiscounted cash flows expected to be realized from the Royalty Interest to the carrying value, pursuant to
the Financial Accounting Standards Board Accounting Standards Codification 360,
Property, Plant, and Equipment
. If the expected future undiscounted cash flows were less than the carrying value, the Trust recognized impairment losses for the
difference between the carrying value and the estimated fair value of the Royalty Interest. By December 31, 2010, the Trust had recognized accumulated amortization of $359,473,000 and aggregate impairment write-downs of $175,527,000, reducing the
carrying value of the Royalty Interest to zero.
The Trust files its federal tax return as a grantor trust subject to the
provisions of subpart E of Part I of Subchapter J of the Internal Revenue Code of 1986, as amended, rather than as an association taxable as a corporation. The Trust Unit holders are treated as the owners of Trust income and corpus, and the entire
taxable income of the Trust will be reported by the Trust Unit holders on their respective tax returns.
If the Trust were determined to be
an association taxable as a corporation, it would be treated as an entity taxable as a corporation on the taxable income from the Royalty Interest, the Trust Unit holders would be treated as shareholders, and distributions to Trust Unit holders
would not be deductible in computing the Trusts tax liability as an association.
(5)
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Alaska Oil and Gas Production Tax
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On April 14, 2013, Alaskas legislature passed
an oil-tax reform bill amending Alaskas oil
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BP Prudhoe Bay Royalty Trust
Notes to Financial Statements (Unaudited)
(Prepared on a modified basis of cash receipts and disbursements)
March 31, 2017
and gas production tax statutes, AS 43.55.10 et seq. (the Production Tax Statutes) with the aim of encouraging oil production and investment in Alaskas oil industry. On May 21,
2013, the Governor of Alaska signed the bill into law as chapter 10 of the 2013 Session laws of Alaska (the Act). Among significant changes, the Act eliminated the monthly progressivity tax rate implemented by certain
amendments to the Production Tax Statutes in 2006 and 2007, increased the base rate from 25% to 35% and added a stair-step per-barrel tax credit for oil production. This tax credit is based on the gross value at the point of production per barrel of
taxable oil and may not reduce a producers tax liability below the minimum tax (which is a percentage, ranging from zero to 4%, of the gross value at the point of production of a producers taxable production during the
calendar year based on the average price per barrel for Alaska North Slope crude oil for sale on the United States West Coast for the year) under the Production Tax Statutes. These changes became effective on January 1, 2014.
On January 15, 2014, the Trustee executed a letter agreement with BP Alaska dated January 15, 2014 (the 2014 Letter Agreement)
regarding the implementation of the Act with respect to the Trust. Pursuant to the 2014 Letter Agreement, Production Taxes for the Trusts Royalty Production will equal the tax for the relevant quarter, minus the allowable monthly stair-step
per-barrel tax credits for the Royalty Production during that quarter. If there is a minimum tax-related limitation on the amount of the stair-step per-barrel tax credits that could otherwise be claimed for any quarter during the year,
any difference between that limitation as preliminarily determined on a quarterly basis and the actual limitation for the entire year will be reflected in the payment to the Trust for the first quarter Royalty Production in the following year.
On July 6, 2015, BP Alaska and the Trustee signed a letter agreement (the 2014 Letter Agreement Amendment) amending the 2014 Letter
Agreement to provide that if there is a minimum tax-related limitation on the amount of the stair-step per-barrel tax credits that could otherwise be claimed for any quarter during the year, any difference between that limitation as
preliminarily determined on a quarterly basis and the actual limitation for the entire year will be reflected in the payment to the Trust for the fourth quarter Royalty Production payment for such year rather than in the payment to the Trust for the
first quarter Royalty Production in the following year.
(6)
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Royalty Revenue Adjustments
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Certain of the royalty payments received by the Trust in
2017 and 2016 were adjusted by BP Alaska to compensate for underpayments or overpayment of the royalties due with respect to the quarters ended prior to the dates of such payments. Average net production of crude oil and condensate from the proved
reserves allocated to the Trust was less than 90,000 barrels per day during certain quarters. Royalty payments by BP Alaska with respect to those quarters were based on estimates by BP Alaska of production levels because actual data was not
available by the date on which payments were required to be made to the Trust.
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BP Prudhoe Bay Royalty Trust
Notes to Financial Statements (Unaudited)
(Prepared on a modified basis of cash receipts and disbursements)
March 31, 2017
Subsequent recalculation by BP Alaska of royalty payments due based on actual production data
resulted in the payment adjustments shown in the table below (in thousands).
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Payments Received
(In Thousands)
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Jan. 2017
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Jan. 2016
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Royalty payment as calculated
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$
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21,475
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$
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13,168
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Adjustment for previous quarters
underpayment (overpayment), plus accrued interest
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7
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(47
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Total payment received
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$
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21,482
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$
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13,121
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In April 2017, the Trust received a cash distribution of $23,814,163
from BP Alaska representing the royalty payment due with respect to the Trusts Royalty Interest for the quarter ended March 31, 2017. On April 20, 2017, after deducting Trust administrative expenses, the Trustee distributed $23,503,701 to Unit
holders of record on April 16, 2017.
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