SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 for the period ended June 30, 2002 BP p.l.c. (Translation of registrant's name into English) 1 ST JAMES'S SQUARE, LONDON, SW1Y 4PD, ENGLAND (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F |X| Form 40-F --------------- ---------------- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No |X| --------------- ---------------- THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-9790) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-65996) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-83180) OF BP AUSTRALIA CAPITAL MARKETS LIMITED, BP CANADA FINANCE COMPANY, BP CAPITAL MARKETS p.l.c., BP CAPITAL MARKETS AMERICA INC. AND BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 33-21868) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-9020) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-9798) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-79399) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-34968) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-67206) OF BP p.l.c., AND THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-74414) OF BP p.l.c., AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED. Page 1 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GROUP RESULTS JANUARY - JUNE 2002 Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- ($ million) Turnover 43,655 48,409 79,945 93,821 ======= ======= ====== ====== Reconciliation of historical cost and pro forma results Historical cost profit for the period 2,040 2,741 3,336 5,571 Inventory holding (gains) losses (a) (531) (40) (973) 198 ------- ------- ------ ------ Replacement cost profit for the period (b) 1,509 2,701 2,363 5,769 Exceptional items, net of tax (216) (53) (146) (120) ------- ------- ------ ------ Replacement cost profit before exceptional items 1,293 2,648 2,217 5,649 Special items, net of tax (c) 351 103 471 143 Acquisition amortization (d) 537 680 1,075 1,351 ------- ------- ------ ------ Pro forma result adjusted for special items 2,181 3,431 3,763 7,143 ======= ======= ====== ====== Per Ordinary Share - cents Historical cost profit 9.10 12.21 14.88 24.80 Replacement cost profit before exception items 5.77 11.80 9.89 25.15 Pro forma result adjusted for special items 9.72 15.29 16.78 31.80 Dividends per Ordinary Share - cents 6.00 5.50 11.75 10.75 --------------- (a) Net of minority shareholders' interest. (b) Replacement cost is not a UK or US GAAP measure. For further information on why management believes replacement cost profit is a relevant measure see Note 6 of Notes to Consolidated Financial Statements. (c) The special items refer to non-recurring charges and credits as described in the text below. (d) Depreciation and amortization relating to the fixed asset revaluation adjustments and goodwill consequent upon the ARCO and Burmah Castrol acquisitions in 2000. The following discussion should be read in conjunction with the consolidated financial statements and the related notes provided elsewhere in this Form 6-K and with the information, including the consolidated financial statements and related notes, for the year ended December 31, 2001 in BP p.l.c.'s Annual Report on Form 20-F for the year ended December 31, 2001. The financial information for 2001 has been restated to reflect (i) the adoption by the Group of UK Financial Reporting Standard No. 19 (FRS 19) 'Deferred Tax' with effect from January 1, 2002 and (ii) the transfer of the solar, renewables and alternative fuels activities from Other businesses and corporate to Gas and Power on January 1, 2002. To reflect this transfer, Gas and Power has been renamed Gas, Power and Renewables from the same date. See Note 2 of Notes to Consolidated Financial Statements for further information. The second quarter and first half results for 2002 reflect a less favourable environment than a year ago for Exploration and Production and Refining and Marketing. For the half year, oil realizations were down nearly $4 per barrel, gas realizations were down nearly $2 per thousand cubic feet, and the indicator refining margin was down over $3 per barrel. Demand for most chemical products has improved but margins remain weak. Turnover for the three months and six months ended June 30, 2002 was $43,655 million and $79,945 million respectively, compared with $48,409 million and $93,821 million for 2001. The reduction in turnover for the second quarter and half year primarily reflects lower oil and natural gas prices, offset in part by higher turnover in Europe attributable to the acquisition of Veba. Replacement cost profit before exceptional items (which excludes inventory holding gains and losses) was $1,293 million for the three months ended June 30, 2002, compared with $2,648 million for the equivalent period of 2001. For the six months ended June 30, 2002, the replacement cost profit before exceptional items was $2,217 million compared with $5,649 million in 2001. Page 2 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued Owing to the significant acquisitions that took place in 2000, in addition to its reported results, BP is presenting pro forma results adjusted for special items in order to enable shareholders to assess current performance in the context of BP's past performance and against that of its competitors. The pro forma result, adjusted for special items, for the three months and six months ended June 30, 2002 was $2,181 million and $3,763 million respectively, compared with $3,431 million and $7,143 million in the prior year. The pro forma result, adjusted for special items, has been derived from the Group's reported UK GAAP accounting information but is not in itself a recognized UK or US GAAP measure. The pro forma result is replacement cost profit before exceptional items excluding acquisition amortization. Acquisition amortization refers to depreciation relating to the fixed asset revaluation adjustments and amortization of goodwill consequent upon the ARCO and Burmah Castrol acquisitions in 2000. A tabular breakdown of the reconciliation of pro forma to reported results on a replacement cost basis is provided below on page 5. Acquisition amortization for the three months and six months ended June 30, 2002 was $537 million and $1,075 million, respectively, compared with $680 million and $1,351 million for the equivalent periods of 2001. Special items refer to non-recurring charges and credits. For the three months ended June 30, 2002, special items were $19 million ($351 million after tax and including a tax special item of $355 million), and comprised restructuring charges for Exploration and Production and Chemicals, business interruption insurance proceeds and costs related to a pipeline incident in Refining and Marketing, Veba, Solvay and Erdolchemie integration costs and an adjustment to the North Sea deferred tax balance for the supplementary UK corporation tax rate. For the second quarter of 2001, special items were $159 million ($103 million after tax), comprising Burmah Castrol integration costs, rationalization costs in the downstream European commercial business and bond redemption charges. Special items for the six months ended June 30, 2002 were $204 million ($471 million after tax and including a tax special item of $355 million) compared with $222 million ($143 million after tax) in 2001. The special items for the first half of both 2002 and 2001 are comprised of the same elements as those in the respective second quarter periods; in addition, the first half of 2002 includes litigation costs charged in the first quarter. Underlying performance improvements were $0.4 billion before tax for the first half of 2002. We are on track for the year's target of $1.4 billion before tax. Underlying performance improvements include cost savings and volume growth, and represent increases in pre-tax results under mid-cycle operating conditions, adjusted for acquisition amortization and special items. Mid-cycle operating conditions reflect not only adjustments to hydrocarbon prices and margins, but also costs and capacity utilization, to levels which we would expect on average over the long term. Hydrocarbon production increased by over 5% and over 3% in the quarter and half year respectively. Full year hydrocarbon production growth is projected to be in the range of 4.5 to 5 per cent. The historical cost profit for the three months ended June 30, 2002 was $2,040 million including inventory holding gains of $531 million and net exceptional gains of $376 million ($216 million after tax) in respect of net profits on the sale of fixed assets and businesses or termination of operations. For the equivalent period of 2001 there was a profit of $2,741 million, including inventory holding gains of $40 million and net exceptional gains of $171 million ($53 million after tax) in respect of net profits on the sale of fixed assets and businesses or termination of operations. For the six months ended June 30, 2002, the historical cost profit was $3,336 million, including inventory holding gains of $973 million and net exceptional gains of $267 million ($146 million after tax) in respect of net profits on the sale of fixed assets and businesses or termination of operations. For the six months ended June 30, 2001, the historical cost profit was $5,571 million, after inventory holding losses of $198 million and including net exceptional gains of $389 million ($120 million after tax) in respect of net profits on the sale of fixed assets and businesses or termination of operations. Performance of operating segments is evaluated by management based on replacement cost operating profit or loss. Segment results are presented in the table on page 5 and discussed in the following pages on this basis. Interest expense for the three months and six months ended June 30, 2002 was $314 million and $647 million respectively, compared with $441 million (including $50 million bond redemption charges) and $887 million (including $60 million bond redemption charges) in 2001, reflecting lower interest rates for both periods in 2002. Net taxation, other than production taxes, charged for the three months ended June 30, 2002 was $1,751 million compared with $1,956 million in the equivalent period last year. The second quarter 2002 included a special charge of $355 million for an adjustment to the North Sea deferred tax liability for the supplementary UK corporation tax imposed by the UK Finance Act 2002. The tax charge in respect of exceptional items was $160 million compared with $118 million for the second quarter of 2001. The effective tax rate on replacement cost profit before exceptional items was 54% and 51% respectively for the three months and six months ended June 30, 2002, compared with 41% and 40% for the equivalent periods of 2001, reflecting the impact of the adjustment to the North Sea deferred tax liability for the supplementary UK tax and the non-deductibility of acquisition amortization for both the quarter and the half year. Page 3 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued The deal with E.ON announced last year has now been completed. Following BP's acquisition of 51% of Veba in the first quarter of 2002, most of Veba's upstream oil and gas assets were sold to Petro-Canada in May, with BP receiving $1.5 billion proceeds. On June 30, E.ON's remaining 49% stake in Veba was acquired for $2.4 billion. In addition, following a decision on July 5 by the German Minister for Economics and Technology (which is now being challenged in the German Courts), E.ON acquired BP's 25.5% stake in Ruhrgas for $2.4 billion. Capital expenditure and acquisitions in the second quarter of 2002 was $6.1 billion, including $2.4 billion for the purchase of the remaining 49% of Veba, compared with $3.8 billion for the equivalent period in 2001. For the six months ended June 30, 2002, capital expenditure and acquisitions was $11.8 billion, including $5.0 billion for the Veba purchase, compared with $6.3 billion in 2001. Excluding acquisitions, capital expenditure for the second quarter 2002 and first half was $3.0 billion and $6.1 billion respectively, and is on track for the upper end of the year's target range at around $13 billion. Disposal proceeds in the second quarter were $2.5 billion, including $1.5 billion from the sale of Veba upstream assets, and $2.9 billion in the first half. Net cash inflow for the three months ended June 30, 2002 was $1.9 billion, compared with an outflow of $2.1 billion for the equivalent period of 2001. Compared to a year ago, tax payments were lower and disposal proceeds were higher. For the six months ended June 30, 2002, the net cash outflow was $0.5 billion compared with an inflow of $1.1 billion in 2001; lower operating cash flow and higher acquisition spending were partly offset by lower tax payments and higher disposal proceeds. Net cash inflow from operating activities was $5.1 billion and $8.8 billion for the three months and six months ended June 30, 2002 respectively, compared with $5.1 billion and $11.8 billion in the equivalent periods in 2001. A net reduction in working capital offset lower profit in the second quarter, and partly offset the lower profit for the half year. Net debt at June 30, 2002 was $19.8 billion. The ratio of net debt to net debt plus equity was 23% at June 30, 2002 as well as at December 31, 2001. After adjusting for the fixed asset revaluation adjustments and goodwill consequent upon the ARCO and Burmah Castrol acquisitions, the ratio of net debt to net debt plus equity was 28% at June 30, 2002 compared with 29% at December 31, 2001. In addition to reported debt, BP uses conventional off balance sheet sources of finance such as operating leases and joint venture and associated undertaking borrowings. In the normal course of business the Group has entered into certain long term purchase commitments principally relating to take or pay contracts for the purchase of natural gas, crude oil and chemicals feedstocks and throughput arrangements for pipelines. The Group expects to fulfil its obligations under these arrangements with no adverse consequences to the Group's results of operations or financial condition. At June 30, 2002 the Group's share of third party borrowings of joint ventures and associated undertakings was $380 million and $1,103 million respectively. These amounts are not reflected in the Group's debt on the balance sheet. Payments due by period ---------------------------------------------------------------------- 2007 and Total 2002 2003 2004 2005 2006 thereafter ---------------------------------------------------------------------- ($ million) Long-term borrowings 14,287 1,993 2,535 641 2,566 1,065 5,487 Finance lease obligations 3,648 97 159 165 173 177 2,877 Operating leases 6,498 1,023 746 678 607 555 2,889 Other long-term contractual commitments Take or pay contracts 8,774 1,233 1,235 678 558 548 4,522 Throughput agreements - pipeline 1,982 264 431 373 342 314 258 Throughput agreements - other 1,852 163 157 123 113 99 1,197 We have in place a European Debt Issuance Programme (DIP) and a US Shelf Registration under each of which the Group may raise an aggregate of $6 billion of debt for maturities of one month or longer. At August 30, 2002, the amount drawn down against the DIP was $2,565 million, and the amount issued under the US Shelf Registration was $2,000 million. Commercial paper markets in the US and Europe are a primary source of liquidity for the Group. At June 30, 2002 the outstanding commercial paper amounted to $3,854 million. The Group has access to other sources of liquidity in the form of committed facilities and other funding through the capital markets. BP believes that, taking into account the substantial amounts of undrawn borrowing facilities available, the Group has sufficient working capital for foreseeable requirements. The return on average capital employed on a replacement cost basis for the three months ended June 30, 2002 was 7% compared with 14% for the equivalent period of 2001. For the six months ended June 30, 2002, the return on average capital employed was also 7%. The return on average capital employed on a historical cost basis was 11% for the second quarter and 9% for the half year. For further information on the return on average capital employed calculation see page 64 of this report. Page 4 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued BP announced a second quarterly dividend for 2002 of 6.0 cents per ordinary share. Holders of ordinary shares will receive 3.875 pence per share and holders of American Depositary Receipts (ADRs) $0.36 per ADS. The dividend is payable on September 9, 2002 to shareholders on the register on August 16, 2002. Participants in the Dividend Reinvestment Plan or the dividend reinvestment facility in the US Direct Access Plan will receive the dividend in the form of shares also on September 9, 2002. BP intends to continue to pay dividends in the future of around 60% of its replacement cost profit before exceptional items after adjusting for special items and acquisition amortization, adjusted to mid-cycle operating conditions. The target dividend payout ratio has been restated following adoption of FRS 19 on January 1, 2002 in order to maintain the substance of the existing financial framework. The following table provides a breakdown of pro forma results and reconciles those results to replacement cost operating profit by operating segment. Pro forma Reconciliation of replacement cost Replacement result profit (loss) to pro forma result cost Acquisition Special adjusted for adjusted for special items Profit (loss) amortization(a) items(b) special items ------------ ------------ ------- ------------- ($ million) Three months ended June 30, 2002 Exploration and Production 2,458 341 90 2,889 Gas, Power and Renewables 114 - - 114 Refining and Marketing 603 196 (114) 685 Chemicals 203 - 43 246 Other businesses and corporate (128) - - (128) --------- --------- --------- --------- Replacement cost operating profit 3,250 537 19 3,806 Interest expense (314) - - (314) Taxation (1,591) - 348 (c) (1,243) Minority shareholders' interest (52) - (16) (68) --------- --------- --------- --------- Replacement cost profit before exceptional items 1,293 537 351 2,181 --------- ========= ========= --------- per ordinary share (cents) 5.77 9.72 ========= ========= Three months ended June 30, 2001 Exploration and Production 3,427 491 - 3,918 Gas, Power and Renewables 161 - - 161 Refining and Marketing 1,464 189 109 1,762 Chemicals 9 - - 9 Other businesses and corporate (116) - - (116) --------- --------- --------- --------- Replacement cost operating profit 4,945 680 109 5,734 Interest expense (441) - 50 (391) Taxation (1,838) - (56) (1,894) Minority shareholders' interest (18) - - (18) --------- --------- --------- --------- Replacement cost profit before exceptional items 2,648 680 103 3,431 --------- ========= ========= --------- per ordinary share (cents) 11.80 15.29 ========= ========= --------------- (a) Acquisition amortization refers to depreciation relating to the fixed asset revaluation adjustments and amortization of goodwill consequent upon the ARCO and Burmah Castrol acquisitions in 2000. (b) The special items refer to non-recurring charges and credits. The special items for the second quarter of 2002 comprise restructuring charges for Exploration and Production and Chemicals, business interruption insurance proceeds and costs related to a pipeline incident in Refining and Marketing, Veba, Solvay and Erdolchemie integration costs and an adjustment to the North Sea deferred tax balance for the supplementary UK corporation tax. The special items for the second quarter of 2001 comprise Burmah Castrol integration costs, rationalization costs in the downstream European commercial business and a bond redemption charge. The taxation credit relating to special items has been calculated using a tax rate of 36% (2001, 35%). (c) Taxation includes a special charge of $355 million for an adjustment to the North Sea deferred tax liability for the supplementary UK corporation tax. Page 5 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued Pro forma Reconciliation of replacement cost Replacement result profit (loss) to pro forma result cost Acquisition Special adjusted for adjusted for special items Profit (loss) amortization(a) items(b) special items ------------ ------------ ------- ------------- ($ million) Six months ended June 30, 2002 Exploration and Production 4,386 686 217 5,289 Gas, Power and Renewables 225 - - 225 Refining and Marketing 671 389 (88) 972 Chemicals 279 - 75 354 Other businesses and corporate (253) - - (253) --------- --------- --------- --------- Replacement cost operating profit 5,308 1,075 204 6,587 Interest expense (647) - - (647) Taxation (2,383) - 283 (c) (2,100) Minority shareholders' interest (61) - (16) (77) --------- --------- --------- --------- Replacement cost profit before exceptional items 2,217 1,075 471 3,763 --------- ========= ========= --------- per ordinary share (cents) 9.89 16.78 ========= ========= Six months ended June 30, 2001 Exploration and Production 8,093 961 - 9,054 Gas, Power and Renewables 261 - - 261 Refining and Marketing 2,204 390 162 2,756 Chemicals 90 - - 90 Other businesses and corporate (231) - - (231) --------- --------- --------- --------- Replacement cost operating profit 10,417 1,351 162 11,930 Interest expense (887) - 60 (827) Taxation (3,855) - (79) (3,934) Minority shareholders' interest (26) - - (26) --------- --------- --------- --------- Replacement cost profit before exceptional items 5,649 1,351 143 7,143 --------- ========= ========= --------- per ordinary share (cents) 25.15 31.80 ========= ========= --------------- (a) Acquisition amortization refers to depreciation relating to the fixed asset revaluation adjustments and amortization of goodwill consequent upon the ARCO and Burmah Castrol acquisitions in 2000. (b) The special items refer to non-recurring charges and credits. The special items for the first half of 2002 comprise restructuring charges for Exploration and Production and Chemicals, business interruption insurance proceeds and costs related to a pipeline incident in Refining and Marketing, Veba, Solvay and Erdolchemie integration costs, litigation costs and an adjustment to the North Sea deferred tax balance for the supplementary UK corporation tax. The special items for the first half of 2001 comprise Burmah Castrol integration costs, rationalization costs in the downstream European commercial business and a bond redemption charge. The taxation credit relating to special items has been calculated using a tax rate of 35% for both 2002 and 2001. (c) Taxation includes a special charge of $355 million for an adjustment to the North Sea deferred tax liability for the supplementary UK corporation tax. Page 6 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued DETAILED REVIEW OF BUSINESSES (EXCLUDING EXCEPTIONAL ITEMS) EXPLORATION AND PRODUCTION Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- Turnover - $m 6,539 7,441 12,177 16,558 Total replacement cost operating profit - $m 2,458 3,427 4,386 8,093 Results include: Exploration expense - $m 222 81 346 250 Of which: Exploration expenditure written off - $m 147 22 206 130 Key Statistics: Liquids(a) Average prices realized by BP - $/bbl 22.81 24.74 20.81 24.77 Production - mb/d 2,052 1,885 2,020 1,911 Natural gas Average prices realized by BP - $/mcf 2.45 3.43 2.36 4.21 Production - mmcf/d 8,667 8,554 8,706 8,723 Brent oil price - $/bbl 25.07 27.39 23.12 26.57 West Texas Intermediate oil price - $/bbl 26.30 27.88 23.94 28.30 Alaska North Slope US West Coast - $/bbl 25.04 26.05 22.42 25.49 Henry Hub gas price (b) - $/mmBtu 3.38 4.66 2.87 5.86 UK Gas - National Balancing Point - p/therm 12.10 21.66 15.63 22.21 --------------- (a) Crude oil and natural gas liquids (b) Henry Hub First of the Month Index (c) Natural gas is converted to oil equivalent at 5.8 billion cubic feet = 1 million barrels. Turnover for the three months and six months ended June 30, 2002 was $6,539 million and $12,177 million respectively, compared with $7,441 million and $16,558 million for the corresponding periods of 2001. Lower oil and natural gas prices more than offset the effect of high production. Replacement cost operating profit for the three months and six months ended June 30, 2002 was $2,458 million and $4,386 million respectively, compared with $3,427 million and $8,093 million for the equivalent periods in 2001. The result for the second quarter and half year 2002 includes special charges of $90 million and $217 million respectively, relating to significant restructuring to reposition the business in North America and the North Sea. The results also include depreciation and amortization arising from the fixed asset revaluation adjustments and goodwill consequent upon the ARCO acquisition in 2000 of $341 million and $686 million for the second quarter of and half year 2002, and $491 million and $961 million for the corresponding periods in 2001. The quarter's result was significantly affected by lower oil and natural gas prices compared to a year ago. Average liquids realizations declined by some $2 a barrel. Both Brent and WTI marker prices were down, and the realizations were also impacted by significantly lower North American NGL prices. Overall gas realizations were down by around $1 a thousand cubic feet. North American gas realizations also suffered from widening regional differentials to the Henry Hub marker caused by short term transportation capacity restrictions from the San Juan and Rockies basins. European gas prices also fell. Higher exploration expense was mainly due to an $85 million write-off relating to the Neptune prospect in the deepwater Gulf of Mexico. BP relinquished the lease after concluding that the discovered volumes did not rank highly enough in BP's portfolio of investment opportunities. The result included a charge of $83 million for Unrealized Profit In Stock (UPIS) to remove the increased upstream margin included in downstream inventories, following oil price rises since the first quarter. The equivalent quarter last year included a UPIS credit of $40 million. The half year result reflected the impact of significantly lower oil and gas prices and higher exploration expense, partly offset by strong underlying improvements through volume growth and lower lifting costs, which were 6% down on a year ago. Page 7 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued EXPLORATION AND PRODUCTION (concluded) Total hydrocarbon production for the quarter at 3,546 mboe/d was at a record level, up 5.5% on a year ago, with first half production up over 3% from 2001. The increase for the quarter reflects the continued ramp-up of projects commissioned in 2001, start-up of the King field in the Gulf of Mexico, improved operating efficiencies, and the increased interest in Sidanco which more than offset the impact of OPEC related quota restrictions and divestments. Abnormally warm weather in the UK early in 2002 was also a factor for the half year. In support of our long term growth plans, capital expenditure was $4.44 billion for the half year excluding acquisitions of $0.44 billion. Projected start-ups in the second half include King's Peak, Horn Mountain and Princess in the Gulf of Mexico and Trinidad's LNG Train 2. Approvals were given for the second phase of the Azeri-Chirag-Gunashli development (BP 34% and operator) in Azerbaijan and the Baku-Tbilisi-Ceyhan pipeline from the Caspian Sea to the Mediterranean. Page 8 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued GAS, POWER AND RENEWABLES Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- Turnover - $m 8,235 10,491 16,003 22,613 Total replacement cost operating profit - $m 114 161 225 261 On January 1, 2002, the solar, renewables and alternative fuels activities were transferred from Other businesses and corporate to Gas and Power. To reflect this transfer, Gas and Power has been renamed Gas, Power and Renewables from the same date and comparative information has been restated. Turnover for the three months and six months ended June 30, 2002 was $8,235 million and $16,003 million, compared with $10,491 million and $22,613 million for the same periods in 2001. Despite increased gas sales volumes, turnover decreased due to lower natural gas prices, particularly in North America. Replacement cost operating profit for the three months and six months ended June 30, 2002 was $114 million and $225 million respectively, compared with $161 million and $261 million a year ago. The reduction in the second quarter result is due to less volatile gas trading conditions compared to the second quarter of 2001. The contributions in the second quarter from the NGL business and Ruhrgas were both slightly up on the comparative period in 2001. The half year result similarly reflects a lower gas marketing and trading result, partly offset by an improvement from the NGL business. BP Solar production continues to expand, and is up over 30% in the first half compared to a year ago. During the quarter, BP announced it had reached agreement to sell its UK contract energy management business to Elyo, a subsidiary of Tractebel. In June, BP purchased a 5% stake in Enagas, the Spanish national gas infrastructure company, for $70 million. This investment enhances our equity gas position in Trinidad and Algeria by supporting and growing our access to the Spanish market. Page 9 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued REFINING AND MARKETING Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- Turnover - $m 31,870 34,257 56,759 62,780 Total replacement cost operating profit - $m 603 1,464 671 2,204 Total refined product sales - mb/d 6,479 5,878 6,491 5,916 Refinery throughputs - mb/d 3,103 2,955 3,049 2,933 Global Indicator Refining Margin (a) - $/bbl 2.06 5.78 1.85 5.02 --------------- (a) The Global Indicator Refining Margin (GIM) is the average of seven regional indicator margins weighted for BP's crude refining capacity in each region. Each regional indicator margin is based on a single representative crude with product yields characteristic of the typical level of upgrading complexity. Turnover for the three months and six months ended June 30, 2002 was $31,870 million and $56,759 million respectively, compared with $34,257 million and $62,780 million, for the same periods in the prior year. The decrease in turnover for the second quarter and first half year 2002 primarily reflects lower product prices, which more than offset volume increases from the Veba acquisition. Results for Veba have been included from February 1, 2002. Replacement cost operating profit for the three months and six months ended June 30, 2002 was $603 million and $671 million, respectively. This compares with $1,464 million and $2,204 million in the corresponding periods of 2001. The results for the second quarter and first half include a net credit to income for special items of $114 million and $88 million, respectively. For the second quarter 2002, special items comprise business interruption insurance proceeds of $184 million, partly offset by costs of $47 million associated with an Olympic pipeline incident in 1999 and Veba integration costs of $23 million. Special items for the half year include additional Veba integration costs of $26 million. The results are also after charging depreciation and amortization arising from the fixed asset revaluation adjustments and goodwill, arising from the ARCO and Burmah Castrol acquisitions in 2000 of $196 million and $389 million for the second quarter and half year respectively, and $189 million and $390 million for 2001. Compared with 2001, the second quarter 2002 results reflect substantially lower worldwide refining margins reflecting higher product inventories for the industry, and the first half also includes the impact of lower US retail margins in the first quarter. Refining throughputs increased by 5% in the second quarter and 4% in the first half compared with 2001, due to the effect of the Veba acquisition, which more than offset the divestments of the Mandan, Salt Lake City and Yorktown refineries in the USA. Marketing volumes increased by 7% and 6% for the quarter and half year respectively, reflecting the Veba acquisition; excluding Veba, volumes were down 4% in both periods due to lower aviation fuel demand, retail divestments and reductions in lower-margin marine and commercial sales. Retail shop sales for the second quarter and half year increased by 67% and 54% respectively, compared with a year ago, primarily reflecting the Veba acquisition. Excluding Veba, retail shop sales were up 13% for the quarter and 10% for the first half, reflecting the impact of new BP Connect stations and worldwide growth in shop sales. During the quarter, BP opened an additional 62 BP Connect stations, primarily in the USA and UK, bringing the total number of BP Connect stations worldwide to 433. An additional 1,600 sites were reimaged in the second quarter, bringing the total number of sites with the BP helios to some 6,900 worldwide. In May, BP announced that it had taken the first step to phase out MTBE by the end of 2002, one year ahead of the date required by California law, in the gasoline it sells in California. Contracts with several ethanol suppliers have been signed to provide a replacement for the MTBE. In addition, BP has introduced ultra low sulphur emission control diesel fuel in California. Page 10 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued CHEMICALS Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- Turnover - $m 3,584 3,073 6,226 5,762 Total replacement cost operating profit - $m 203 9 279 90 Production (a) - kte 6,889 5,321 13,500 10,698 Chemicals Indicator Margin (b) - $/te 109 (c) 105 95 (c) 104 --------------- (a) Includes BP share of joint ventures, associated undertakings and other interests in production. (b) The Chemicals Indicator Margin (CIM) is a weighted average of externally-based product margins. It is based on market data collected by Chem Systems in their quarterly market analyses, then weighted based on BP's product portfolio. While it does not cover our entire portfolio, it includes a broad range of products. Amongst the products and businesses covered in the CIM are olefins and derivatives, aromatics and derivatives, linear alpha-olefins, acetic acid, vinyl acetate monomer and nitriles. Not included are fabrics and fibres, plastic fabrications, poly alpha-olefins, anhydrides, engineering polymers and carbon fibres, speciality intermediates, and the remaining parts of the solvents and acetyls businesses. (c) Provisional. The data for the second quarter is based on two months' actual and one month of provisional data. Turnover for the three months and six months ended June 30, 2002 was $3,584 million and $6,226 million respectively, compared with $3,073 million and $5,762 million for the equivalent periods in 2001. The increase in turnover for the second quarter and first half reflects higher production as a result of acquisitions and improved site reliability. Replacement cost operating profit for the three months ended June 30, 2002, was $203 million, up from $76 million in the first quarter and $9 million a year ago, reflecting lower unit costs and firmer margins. The half year result is $189 million above that of a year ago, reflecting increased sales volumes, partly offset by weaker margins. Operating costs were lower due to restructuring benefits and reliability improvements. Special charges for the quarter include $29 million for restructuring of our Research and Technology facilities and Solvay and Erdolchemie integration costs of $14 million. Special items for the half year also include costs related to the closure of polypropylene capacity in the USA. Record production of 6,889 thousand tonnes in the second quarter was 278 thousand tonnes above the first quarter. Production for the second quarter and first half was 29% and 26% higher than a year ago, respectively, as a result of the Solvay, Erdolchemie and Veba transactions, new plants, improved reliability and improving demand. During the quarter, we completed the sale of our plastics fabrication business as part of our overall plan to divest non-core businesses. Page 11 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued OTHER BUSINESSES AND CORPORATE Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- Turnover - $m 136 138 271 265 Replacement cost operating profit (loss) - $m (128) (116) (253) (231) Other businesses and corporate comprises Finance, the Group's coal asset and aluminium asset, its investments in PetroChina and Sinopec, interest income and costs relating to corporate activities. EXCEPTIONAL ITEMS Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- Profit (loss) on sale of fixed assets and businesses or termination of operations - $m 376 171 267 389 Taxation credit (charge) - $m (118) (160) (121) (269) ------- ------- ------- ------ Exceptional items after taxation - $m 216 53 146 120 ------- ------- ------- ------ Exceptional items for the second quarter include a gain on the redemption of certain preferred limited partnership interests BP retained following the Altura Energy common interest disposal in 2000 in exchange for BP loan notes held by the partnership, partly offset by a loss on the sale of the plastics fabrication business. OUTLOOK The world economy continued to recover during the second quarter and further growth is expected in the third quarter, though recent financial market weakness poses a downside risk to this economic outlook. BP's overall trading environment improved to around "mid-cycle" during the second quarter, but was below this level on average for the half year. Crude oil prices have remained firm. The market has shown some signs of underlying strength as inventories stabilized rather than built seasonally. OPEC left its production quotas unchanged at its June meeting. Geopolitical concerns have remained. Realized prices are expected to remain close to the range experienced in the second quarter assuming OPEC production continues around current levels. US natural gas prices firmed in the second half of August in the face of stronger crude prices and high late summer temperatures and despite high levels of gas in storage. Third quarter average realizations are still expected to be somewhat lower than in the second quarter following low prices in July and early August. Third quarter 2002 hydrocarbon production growth is expected to be around 5% - lower than previously projected, due to operational problems during August associated with Schiehallion and the Interconnector in the UKCS, shut in wells in Alaska and gas export constraints in North America. Because of these operational problems and their impact on the fourth quarter, full-year hydrocarbon production growth for 2002 is expected to be in the range of 4.5 to 5 per cent. New projects which contribute to production in the second half of the year include King and Trinidad LNG train 2, already in production, and King's Peak, Horn Mountain and Princess, in the Gulf of Mexico. BP's medium-term production target of 5.5 per cent compound annual growth, averaged over the period 2000 to 2005, remains unchanged. The third quarter impacts on production arose from: a problem with the Schiehallion offshore-loading vessel which shut down the field in August, with a loss to BP of 55,000 barrels a day (the field is now back on stream but faces reduced operating efficiency until permanent repairs to the ship's swivel mechanism and umbilical controls are completed); the shutdowns of the Interconnector pipeline which interrupted gas exports to the continent and curtailed production; a casing failure in Alaska which caused the precautionary shutdown for testing of 150 North Slope wells; and reduced North American gas output resulting from throughput constraints in third-party pipelines and processing plants. Refining margins have remained under pressure from firm crude prices and high product inventories. Although in aggregate OECD product inventories have moved downward to close to 1997-2001 average levels, distillate stocks remain high and are likely to limit near term upward potential in refining margins. Page 12 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - concluded Retail margins have stabilized, having recovered from the low levels experienced during the first quarter. Competitive pressure, especially in the USA, remains strong. During the second quarter, demand for most chemical products improved, in part reflecting restocking by end-users. Margins, however, still remain weak and any strengthening is dependent upon continued global economic recovery. Capital expenditure is on track for the upper end of the year's target range at around $13 billion, excluding acquisitions. The net debt ratio was below the mid-point of the 25-35% range at the end of the second quarter and is likely to remain relatively stable around this level as the payment for the purchase of the remaining interest in Veba has been offset by the receipt of Ruhrgas proceeds in July. The company restarted its share buyback programme in early August and intends to continue that programme whilst the trading environment is above mid-cycle. FORWARD-LOOKING STATEMENTS In order to utilize the 'Safe Harbor' provisions of the United States Private Securities Litigation Reform Act of 1995, BP is providing the following cautionary statement. The foregoing discussion, in particular, although not limited to, the statements under 'Outlook', with regard to hydrocarbon production growth and targets, the outlook for economic recovery, trends in the trading environment, the timing of new projects, oil and gas prices and margins, refining margins, expected realizations on gas sales, inventory and product stock levels, planned product phase-outs, capacity utilization, capital expenditure trends and targets, working capital, profitability, results of operation, dividend payments and liquidity or financial position are all forward-looking in nature. Forward-looking statements are also identified by such phrases as 'will', 'expects', 'is expected to', 'should', 'may', 'is likely to', 'intends' and 'believes'. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and are outside the control of BP. Actual results may differ materially from those expressed in such statements, depending on a variety of factors, including the specific factors identified in the discussions accompanying such forward-looking statements, future levels of industry product supply, the timing of bringing new fields onstream, demand and pricing, operational problems, political stability and economic growth in relevant areas of the world, development and use of new technology, successful partnering, the actions of competitors, the actions of third party suppliers of facilities and services, natural disasters and other changes to business conditions, wars and acts of terrorism or sabotage, and other factors discussed elsewhere in this report. These and other factors may cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. Additional information, including information on factors which may affect BP's business, is contained in BP's Annual Report and Annual Accounts for 2001 and the Annual Report on Form 20-F for 2001 filed with the US Securities and Exchange Commission. 2002 DIVIDENDS On July 30, 2002, BP p.l.c. announced a second quarterly dividend for 2002 of 6.0 cents per ordinary share of 25 cents (ordinary shares), representing $0.36 per American Depositary Share (ADS) amounting to $1,347 million in total. The record date for qualifying US resident holders of American Depositary Shares as well as holders of ordinary shares is August 16, 2002, with payment to be made on September 9, 2002. The dividend payable on September 9, 2002 entitles qualifying US ADS shareholders to a refund of the 1/9th UK tax credit (approximately $0.038) attaching to the dividend less a UK withholding tax limited to the amount of the tax credit. The effect of these arrangements for ADS holders is currently a cash payment of $0.345, a gross dividend for tax purposes of $0.383 and a potential tax credit of $0.038 per ADS. A dividend reinvestment facility is available for holders of ADSs through JPMorgan Chase Bank (formerly known as Morgan Guaranty Trust Company). Participants in the dividend reinvestment facility included in the US Direct Access Plan will receive the dividend in the form of shares on September 9, 2002. Page 13 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million, except per share amounts) Turnover - Note 3 44,059 48,689 80,628 94,389 Less: joint ventures 404 280 683 568 ------- ------ ------ ------- Group turnover 43,655 48,409 79,945 93,821 Replacement cost of sales 37,177 40,706 68,730 77,894 Production taxes - Note 4 315 433 562 1,016 ------- ------ ------ ------- Gross profit 6,163 7,270 10,653 14,911 Distribution and administration expenses 3,123 2,638 5,814 5,164 Exploration expense - Note 5 222 81 346 250 ------- ------ ------ ------- 2,818 4,551 4,493 9,497 Other income 147 112 272 307 ------- ------ ------ ------- Group replacement cost operating profit 2,965 4,663 4,765 9,804 Share of profits of joint ventures 89 125 159 227 Share of profits of associated undertakings 196 157 384 386 ------- ------ ------ ------- Total replacement cost operating profit - Note 6 3,250 4,945 5,308 10,417 Profit (loss) on sale of fixed assets and businesses or termination of operations - Note 7 376 171 267 389 ------- ------ ------ ------- Replacement cost profit before interest and tax - Note 6 3,626 5,116 5,575 10,806 Inventory holding gains (losses) - Note 8 525 40 998 (198) ------- ------ ------ ------- Historical cost profit before interest and tax 4,151 5,156 6,573 10,608 Interest expense - Note 9 314 441 647 887 ------- ------ ------ ------- Profit before taxation 3,837 4,715 5,926 9,721 Taxation - Note 10 1,751 1,956 2,504 4,124 ------- ------ ------ ------- Profit after taxation 2,086 2,759 3,422 5,597 Minority shareholders' interest 46 18 86 26 ------- ------ ------ ------- Profit for the period (a) 2,040 2,741 3,336 5,571 ======= ====== ====== ======= Earnings per ordinary share - cents (a) Basic 9.10 12.21 14.88 24.80 Diluted 9.05 12.14 14.80 24.65 ------- ------ ------ ------- Earnings per American depositary share - cents (a) Basic 54.60 73.26 89.28 148.80 Diluted 54.30 72.84 88.80 147.90 ------- ------ ------- ------- Average number of outstanding ordinary shares(millions) 22,427 22,448 22,415 22,461 ======= ====== ====== ======= --------------- (a) A summary of the material adjustments to profit for the period which would be required if generally accepted accounting principles in the United States had been applied instead of those generally accepted in the United Kingdom is given in Note 15. Page 14 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET June 30, 2002 December 31, 2001 (Unaudited) ---------------- ----------------- ($ million) Fixed assets Intangible assets 16,163 16,489 Tangible assets 85,587 77,410 Investments 12,257 11,963 -------- -------- 114,007 105,862 Current assets Inventories 9,818 7,631 Receivables 32,344 26,669 Investments 285 450 Cash at bank and in hand 1,284 1,358 -------- -------- 43,731 36,108 -------- -------- Current liabilities - falling due within one year Finance debt 8,854 9,090 Accounts payable and accrued liabilities 38,400 28,524 -------- -------- 47,254 37,614 -------- -------- Net current liabilities (3,523) (1,506) -------- -------- Total assets less current liabilities 110,484 104,356 Noncurrent liabilities Finance debt 12,555 12,327 Accounts payable and accrued liabilities 3,380 3,086 Provisions for liabilities and charges Deferred tax 13,318 11,702 Other 13,105 11,482 -------- -------- 42,358 38,597 -------- -------- Net assets 68,126 65,759 Minority shareholders' interest 558 598 -------- -------- BP shareholders' interest (a) - Note 14 67,568 65,161 ======== ======== Represented by: Capital shares Preference 21 21 Ordinary 5,616 5,608 Paid-in surplus 4,131 4,014 Merger reserve 27,026 26,983 Retained earnings 30,594 28,312 Other reserves 180 223 -------- -------- 67,568 65,161 ======== ======== --------------- (a) A summary of the material adjustments to BP shareholders' interest which would be required if generally accepted accounting principles in the United States had been applied instead of those generally accepted in the United Kingdom is given in Note 15. Page 15 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) Net cash inflow from operating activities 5,133 5,076 8,769 11,816 ------- ------- ------- ------- Dividends from joint ventures 16 54 99 66 ------- ------- ------- ------- Dividends from associated undertakings 154 159 207 269 ------- ------- ------- ------- Servicing of finance and returns on investments Interest received 57 59 105 150 Interest paid (342) (384) (651) (745) Dividends received 58 30 60 38 Dividends paid to minority shareholders (3) (5) (16) (5) ------- ------- ------- ------- Net cash outflow from servicing of finance and returns on investments (230) (300) (502) (562) ------- ------- ------- ------- Taxation UK corporation tax (167) (169) (354) (373) Overseas tax (760) (2,213) (1,018) (2,148) ------- ------- ------- ------- Tax paid (927) (2,382) (1,372) (2,521) ------- ------- ------- ------- Capital expenditure Payments for fixed assets (2,793) (3,016) (5,592) (5,593) Proceeds from the sale of fixed assets 939 232 1,256 926 ------- ------- ------- ------- Net cash outflow for capital expenditure (1,854) (2,784) (4,336) (4,667) ------- ------- ------- ------- Acquisitions and disposals Investments in associated undertakings (488) (148) (631) (268) Acquisitions, net of cash acquired (139) (560) (1,689) (560) Net investment in joint ventures (68) (72) (114) (133) Proceeds from the sale of businesses 1,584 - 1,615 - ------- ------- ------- ------- Net cash (outflow) inflow for acquisitions and disposals 889 (780) (819) (961) ------- ------- ------- ------- Equity dividends paid (1,290) (1,179) (2,578) (2,360) ------- ------- ------- ------- Net cash inflow (outflow) 1,891 (2,136) (532) 1,080 ======= ======= ======= ======= Financing 2,017 (1,669) (266) 1,197 Management of liquid resources 33 (404) (132) (102) Increase (decrease) in cash (159) (63) (134) (15) ------- ------- ------- ------- 1,891 (2,136) (532) 1,080 ======= ======= ======= ======= --------------- (a) This cash flow statement has been prepared in accordance with UK GAAP. A cash flow statement presented on a SFAS 95 format is included in Note 15. Page 16 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS - continued Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) Reconciliation of historical cost profit before interest and tax to net cash inflow from operating activities Historical cost profit before interest and tax 4,151 5,156 6,573 10,608 Depreciation and amounts provided 2,227 2,130 4,380 4,297 Exploration expenditure written off 147 22 206 130 Share of profits of joint ventures and associated undertakings (288) (282) (544) (613) Interest and other income (118) (127) (181) (230) (Profit) loss on sale of fixed assets and businesses (374) (171) (265) (389) Charge for provisions 325 541 494 706 Utilization of provisions (373) (329) (611) (635) Decrease (increase) in stocks (807) (371) (1,303) (13) Decrease (increase) in debtors (1,614) (399) (2,024) (1,468) Increase (decrease) in creditors 1,857 (1,094) 2,044 (577) ------- ------- ------- ------- Net cash inflow from operating activities 5,133 5,076 8,769 11,816 ------- ------- ------- ------- Financing Long-term borrowing (752) (505) (2,498) (1,022) Repayments of long-term borrowing 663 1,034 897 1,180 Short-term borrowing (753) (2,589) (4,252) (2,750) Repayments of short-term borrowing 2,891 172 5,710 3,127 ------- ------- ------- ------- 2,049 (1,888) (143) 535 Issue of ordinary share capital (32) (64) (123) (120) Repurchase of ordinary share capital - 283 - 782 ------- ------- ------- ------- Net cash (inflow) outflow from financing 2,017 (1,669) (266) 1,197 ======= ======= ======= ======= --------------- (a) This cash flow statement has been prepared in accordance with UK GAAP. A cash flow statement presented on a SFAS 95 format is included in Note 15. Page 17 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The results for the interim periods are unaudited and in the opinion of management include all adjustments necessary for a fair presentation of the results for the periods presented. The interim financial statements and notes included in this Report should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2001 included in BP's Annual Report on Form 20-F filed with the Securities and Exchange Commission. 2. Restatement of comparative information Comparative information for 2001 has been restated to reflect the changes described below. (a) Transfer of solar, renewables and alternative fuels activities With effect from January 1, 2002, the solar, renewables and alternative fuels activities have been transferred from Other businesses and corporate to Gas and Power. To reflect this transfer Gas and Power has been renamed Gas, Power and Renewables from the same date. (b) New accounting standard for deferred tax With effect from January 1, 2002 BP has adopted Financial Reporting Standard No.19 'Deferred Tax' (FRS 19). This standard generally requires that deferred tax should be provided on a full liability basis rather than on a restricted liability basis as required by Statement of Standard Accounting Practice No.15 'Accounting for Deferred Tax'. The adoption of FRS 19 has been treated as a change in accounting policy. Under FRS 19 deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or right to pay less tax in the future. In particular: o Provision is made for tax on gains arising from the disposal of fixed assets that have been rolled over into replacement assets, only to the extent that, at the balance sheet date, there is a binding agreement to dispose of the replacement assets concerned. However, no provision is made where, on the basis of all available evidence at the balance sheet date, it is more likely than not that the taxable gain will be rolled over into replacement assets and charged to tax only where the replacement assets are sold. o Provision is made for deferred tax that would arise on remittance of the retained earnings of overseas subsidiaries, joint ventures and associated undertakings only to the extent that, at the balance sheet date, dividends have been accrued as receivable. Deferred tax assets are recognised only to the extent that it is considered more likely than not that there will be suitable taxable profits from which the underlying timing differences can be deducted. Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date. As a consequence of adopting FRS 19 acquisitions have been restated as if the new standard applied at that time. This leads to the creation of higher deferred tax liabilities and greater amounts of goodwill on those acquisitions. Page18 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Restatement of comparative information (continued) Income statement Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million, except per share amounts) Turnover 48,689 48,689 94,389 94,389 Less: joint ventures 280 280 568 568 ------- ------- ------- ------- Group turnover 48,409 48,409 93,821 93,821 Replacement cost of sales 40,706 40,679 77,894 77,840 Production taxes 433 433 1,016 1,016 ------- ------- ------- ------- Gross profit 7,270 7,297 14,911 14,965 Distribution and administration expenses 2,638 2,638 5,164 5,164 Exploration expense 81 81 250 250 ------- ------- ------- ------- 4,551 4,578 9,497 9,551 Other income 112 112 307 307 ------- ------- ------- ------- Group replacement cost operating profit 4,663 4,690 9,804 9,858 Share of profits of joint ventures 125 125 227 227 Share of profits of associated undertakings 157 157 386 386 ------- ------- ------- ------- Total replacement cost operating profit(a) 4,945 4,972 10,417 10,471 Profit (loss) on sale of fixed assets and and businesses or termination of operations 171 171 389 389 ------- ------- ------- ------- Replacement cost profit before interest and tax 5,116 5,143 10,806 10,860 Inventory holding gains (losses) 40 40 (198) (198) ------- ------- ------- ------- Historical cost profit before interest and tax 5,156 5,183 10,608 10,662 Interest expense 441 441 887 887 ------- ------- ------- ------- Profit before taxation 4,715 4,742 9,721 9,775 Taxation 1,956 1,550 4,124 3,268 ------- ------- ------- ------- Profit after taxation 2,759 3,192 5,597 6,507 Minority shareholders' interest 18 21 26 32 ------- ------- ------- ------- Profit for the period 2,741 3,171 5,571 6,475 ------- ------- ------- ------- Distribution to shareholders 1,236 1,236 2,414 2,414 ------- ------- ------- ------- Earnings per ordinary share - cents Basic 12.21 14.12 24.80 28.82 Diluted 12.14 14.04 24.65 28.65 ======= ======= ======= ======= --------------- (a) Total replacement cost operating profit, by business Exploration and Production 3,427 3,441 8,093 8,121 Gas, Power and Renewables 161 173 261 285 Refining and Marketing 1,464 1,477 2,204 2,230 Chemicals 9 9 90 90 Other businesses and corporate (116) (128) (231) (255) ------- ------- ------- ------- 4,945 4,972 10,417 10,471 ======= ======= ======= ======= Page 19 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Restatement of comparative information (concluded) Balance sheet at December 31, 2001 Restated Reported ----------------------------- ($ million) Fixed assets Intangible assets 16,489 15,593 Tangible assets 77,410 77,410 Investments 11,963 12,047 ----------------------------- 105,862 105,050 ----------------------------- Current assets 36,108 36,108 Current liabilities - amounts falling due within one year 37,614 37,614 ----------------------------- Net current liabilities (1,506) (1,506) ----------------------------- Total assets less current liabilities 104,356 103,544 Noncurrent liabilities 15,413 15,413 Provisions for liabilities and charges Deferred taxation 11,702 1,655 Other provisions 11,482 11,482 ----------------------------- Net assets 65,759 74,994 Minority shareholders' interest 598 627 ----------------------------- BP shareholders' interest 65,161 74,367 ============================= Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) 3. Turnover By business Exploration and Production 6,539 7,441 12,177 16,558 Gas, Power and Renewables 8,235 10,491 16,003 22,613 Refining and Marketing 31,870 34,257 56,759 62,780 Chemicals 3,584 3,073 6,226 5,762 Other businesses and corporate 136 138 271 265 ------- ------- ------- ------- 50,364 55,400 91,436 107,978 Less: sales between businesses 6,709 6,991 11,491 14,157 ------- ------- ------- ------- Group excluding joint ventures 43,655 48,409 79,945 93,821 Sales of joint ventures 404 280 683 568 ------- ------- ------- ------- 44,059 48,689 80,628 94,389 ======= ======= ======= ======= By geographical area UK 12,509 11,974 23,504 23,914 Rest of Europe 12,219 10,043 21,338 19,018 USA 19,663 24,791 34,928 47,282 Rest of World 8,035 8,929 15,019 18,620 ------- ------- ------- ------- 52,426 55,737 94,789 108,834 Less: Sales between areas 8,771 7,328 14,844 15,013 ------- ------- ------- ------- 43,655 48,409 79,945 93,821 ======= ======= ======= ======= Page 20 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) 4. Production taxes UK petroleum revenue tax 90 135 153 373 Overseas production taxes 225 298 409 643 ------- ------- ------- ------- 315 433 562 1,016 ======== ======= ======= ======= 5. Exploration expense Exploration and Production UK 4 - 10 4 Rest of Europe 13 3 36 5 USA 133 40 175 133 Rest of World 72 38 125 108 ------- ------- ------- ------- 222 81 346 250 ======== ======= ======= ======= 6. Replacement cost profit Replacement cost profits reflect the current cost of supplies. The replacement cost profit for the period is arrived at by excluding from the historical cost profit inventory holding gains and losses. These are the difference between the amount that is charged to cost of sales on a first-in, first-out (FIFO) basis of inventory valuation and the amount charged to cost of sales based on the average cost of supplies incurred during the period. The former basis is used in arriving at the historical cost result whereas the latter basis is used in arriving at the replacement cost result. BP presents financial information on a replacement cost basis in order to provide better comparability to the major US oil companies, which apply the last in, first out (LIFO) basis of inventory valuation. The LIFO basis is not permitted under UK GAAP. BP management believes that where inventory volumes remain constant or increase in a period, operating profit on the LIFO basis will not differ materially from operating profit on BP's replacement cost basis. For further discussion of replacement cost operating profit see Item 3 of BP`s Annual Report on Form 20-F for the year ended December 31, 2001. Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) 7. Analysis of exceptional items Profit (loss) on sale of fixed assets and businesses or termination of operations Exploration and Production 427 319 432 277 Gas, Power and Renewables (1) - (1) (1) Refining and Marketing 31 (59) (14) 206 Chemicals (85) (80) (145) (86) Other businesses and corporate 4 (9) (5) (7) ------- ------- ------- ------- Exceptional items before taxation 376 171 267 389 Taxation charge (160) (118) (121) (269) ------- ------- ------- ------- Exceptional items after taxation 216 53 146 120 ======= ======= ======= ======= Page 21 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued Income statement Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million, except per share amounts) 8. Inventory holding gains (losses) Exploration and Production (1) (9) 2 - Gas, Power and Renewables 4 (33) 8 (44) Refining and Marketing 444 99 939 (144) Chemicals 78 (17) 49 (10) ------- ------- ------- ------- 525 40 998 (198) Minority shareholders' interest (6) - 25 - ------- ------- ------- ------- 531 40 973 (198) ======= ======= ======= ======= 9. Interest expense Group interest payable (a) 261 363 528 730 Capitalized (25) (21) (40) (55) ------- ------- ------- ------- 236 342 488 675 Joint ventures 15 13 29 33 Associated undertakings 21 36 45 76 Unwinding of discount on provisions 42 50 85 103 ------- ------- ------- ------- 314 441 647 887 ======= ======= ======= ======= --------------- (a) Includes charges relating to the early redemption of debt - 50 - 60 ------- ------- ------- ------- 10. Charge for taxation Current 1,040 1,640 1,573 3,375 Deferred (a) 711 316 931 749 ------- ------- ------- ------- 1,751 1,956 2,504 4,124 ======= ======= ======= ======= United Kingdom 646 250 835 522 Overseas 1,105 1,706 1,669 3,602 ------- ------- ------- ------- 1,751 1,956 2,504 4,124 ======= ======= ======= ======= --------------- (a) Includes the charge relating to the supplementary UK corporation tax of 10% 355 - 355 - ------- ------- ------- ------- 11. Reconciliation of replacement cost results Historical cost profit (loss) for the period 2,040 2,741 3,336 5,571 Inventory holding (gains) losses (a) (531) (40) (973) 198 ------- ------- -------- ------- Replacement cost profit for the period 1,509 2,701 2,363 5,769 Exceptional items (b) (216) (53) (146) (120) ------- ------- ------- ------- Replacement cost profit before exceptional items 1,293 2,648 2,217 5,649 ------- ------- ------- ------- Earnings per ordinary share - cents On replacement cost profit before exceptional items 5.77 11.80 9.89 25.15 ======= ======= ======= ======= -------------- (a) Net of minority shareholders' interest 6 - (25) - (b) Net of tax charge 160 118 121 269 Page 22 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 12. Business and geographical analysis Gas, Other Exploration Power Refining businesses By business and and and and Production Renewables Marketing Chemicals corporate Eliminations Total ----------- ---------- --------- --------- ---------- ------------ ----- ($ million) Three months ended June 30, 2002 Group turnover - third parties 1,246 7,816 30,922 3,535 136 - 43,655 - sales between between businesses 5,293 419 948 49 - (6,709) - ----------------------------------------------------------------------------------- 6,539 8,235 31,870 3,584 136 (6,709) 43,655 ----------------------------------------------------------------------------------- Share of sales by joint ventures 137 - 102 165 - - 404 ----------------------------------------------------------------------------------- Equity accounted income 127 38 51 57 12 - 285 ----------------------------------------------------------------------------------- Total replacement cost operating profit (loss) 2,458 114 603 203 (128) - 3,250 Exceptional items 427 (1) 31 (85) 4 - 376 Inventory holding gains (losses) (1) 4 444 78 - - 525 ----------------------------------------------------------------------------------- Historical cost profit (loss) 2,884 117 1,078 196 (124) - 4,151 before interest and tax ----------------------------------------------------------------------------------- Capital expenditure and acquisitions 2,573 132 2,965 170 267 - 6,107 Three months ended June 30, 2001 Group turnover - third parties 2,254 9,730 33,273 3,014 138 - 48,409 - sales between businesses 5,187 761 984 59 - (6,991) - ----------------------------------------------------------------------------------- 7,441 10,491 34,257 3,073 138 (6,991) 48,409 ----------------------------------------------------------------------------------- Share of sales by joint ventures 131 - 149 - - - 280 ----------------------------------------------------------------------------------- Equity accounted income 138 29 60 33 22 - 282 ----------------------------------------------------------------------------------- Total replacement cost operating profit (loss) 3,427 161 1,464 9 (116) - 4,945 Exceptional items 319 - (59) (80) (9) - 171 Inventory holding gains (losses) (9) (33) 99 (17) - - 40 ----------------------------------------------------------------------------------- Historical cost profit (loss) before interest and tax 3,737 128 1,504 (88) (125) - 5,156 ----------------------------------------------------------------------------------- Capital expenditure and acquisitions 2,423 68 487 766 52 - 3,796 Page 23 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 12. Business and geographical analysis (continued) By geographical area Rest of Rest of UK Europe USA World Eliminations Total -------------------------------------------------------------- ($ million) Three months ended June 30, 2002 Group turnover - third parties 8,172 10,311 18,643 6,529 - 43,655 - sales between areas 4,337 1,908 1,020 1,506 (8,771) - -------------------------------------------------------------- 12,509 12,219 19,663 8,035 (8,771) 43,655 -------------------------------------------------------------- Share of sales by joint ventures 72 70 60 202 - 404 -------------------------------------------------------------- Equity accounted income (3) 50 74 164 - 285 ------------------------------------------------------------- Total replacement cost operating profit 504 526 1,103 1,117 - 3,250 Exceptional items (24) (45) 482 (37) - 376 Inventory holding gains (losses) 12 70 415 28 - 525 ------------------------------------------------------------- Historical cost profit before interest and tax 492 551 2,000 1,108 - 4,151 ------------------------------------------------------------- Capital expenditure and acquisitions 400 2,953 1,467 1,287 - 6,107 Three months ended June 30, 2001 Group turnover - third parties 8,629 8,157 24,525 7,098 - 48,409 - sales between areas 3,345 1,886 266 1,831 (7,328) - -------------------------------------------------------------- 11,974 10,043 24,791 8,929 (7,328) 48,409 -------------------------------------------------------------- Share of sales by joint ventures - - 100 180 - 280 -------------------------------------------------------------- Equity accounted income (10) 42 78 172 - 282 -------------------------------------------------------------- Total replacement cost operating profit 814 429 2,485 1,217 - 4,945 Exceptional items (24) (1) (133) 329 - 171 Inventory holding gains (losses) 14 80 (35) (19) - 40 -------------------------------------------------------------- Historical cost profit before interest and tax 804 508 2,317 1,527 - 5,156 -------------------------------------------------------------- Capital expenditure and acquisitions 448 758 1,628 962 - 3,796 Page 24 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 12. Business and geographical analysis (continued) Gas, Other Exploration Power Refining businesses By business and and and and Production Renewables Marketing Chemicals corporate Eliminations Total ----------------------------------------------------------------------------------- ($ million) Six months ended June 30, 2002 Group turnover - third parties 3,337 15,129 55,143 6,065 271 - 79,945 - sales between businesses 8,840 874 1,616 161 - (11,491) - ----------------------------------------------------------------------------------- 12,177 16,003 56,759 6,226 271 (11,491) 79,945 ----------------------------------------------------------------------------------- Share of sales by joint ventures 232 - 179 272 - - 683 ----------------------------------------------------------------------------------- Equity accounted income 252 92 102 68 29 - 543 ----------------------------------------------------------------------------------- Total replacement cost operating profit (loss) 4,386 225 671 279 (253) - 5,308 Exceptional items 432 (1) (14) (145) (5) - 267 Inventory holding gains (losses) 2 8 939 49 - - 998 ----------------------------------------------------------------------------------- Historical cost profit (loss) before interest and tax 4,820 232 1,596 183 (258) - 6,573 ----------------------------------------------------------------------------------- Capital expenditure and acquisitions 4,886 178 6,102 358 319 - 11,843 Six months ended June 30, 2001 Group turnover - third parties 5,752 21,063 61,091 5,650 265 - 93,821 - sales between between 10,806 1,550 1,689 112 - (14,157) - ----------------------------------------------------------------------------------- 16,558 22,613 62,780 5,762 265 (14,157) 93,821 ----------------------------------------------------------------------------------- Share of sales by joint ventures 326 - 242 - - - 568 ----------------------------------------------------------------------------------- Equity accounted income 317 85 102 77 32 - 613 ----------------------------------------------------------------------------------- Total replacement cost operating profit (loss) 8,093 261 2,204 90 (231) - 10,417 Exceptional items 277 (1) 206 (86) (7) - 389 Inventory holding gains (losses) - (44) (144) (10) - - (198) ----------------------------------------------------------------------------------- Historical cost profit (loss) before interest and tax 8,370 216 2,266 (6) (238) - 10,608 ----------------------------------------------------------------------------------- Capital expenditure and acquisitions 4,289 104 857 982 101 - 6,333 Page 25 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 12. Business and geographical analysis (concluded) By geographical area Rest of Rest of UK Europe USA World Eliminations Total -------------------------------------------------------------- ($ million) Six months ended June 30, 2002 Group turnover - third parties 16,584 17,629 33,641 12,091 - 79,945 - sales between areas 6,920 3,709 1,287 2,928 (14,844) - -------------------------------------------------------------- 23,504 21,338 34,928 15,019 (14,844) 79,945 -------------------------------------------------------------- Share of sales by joint ventures 104 126 103 350 - 683 -------------------------------------------------------------- Equity accounted income (3) 111 129 306 - 543 -------------------------------------------------------------- Total replacement cost operating profit 1,034 912 1,261 2,101 - 5,308 Exceptional items (33) (35) 373 (38) - 267 Inventory holding gains (losses) 58 182 699 59 - 998 -------------------------------------------------------------- Historical cost profit before interest and tax 1,059 1,059 2,333 2,122 - 6,573 -------------------------------------------------------------- Capital expenditure and acquisitions 809 5,805 2,998 2,231 - 11,843 Six months ended June 30, 2001 Group turnover - third parties 17,193 15,161 46,475 14,992 - 93,821 - sales between areas 6,721 3,857 807 3,628 (15,013) - -------------------------------------------------------------- 23,914 19,018 47,282 18,620 (15,013) 93,821 -------------------------------------------------------------- Share of sales by joint ventures - - 187 381 - 568 -------------------------------------------------------------- Equity accounted income 2 124 142 345 - 613 -------------------------------------------------------------- Total replacement cost operating profit 1,741 914 5,170 2,592 - 10,417 Exceptional items (14) 1 106 296 - 389 Inventory holding gains (losses) (33) 5 (181) 11 - (198) -------------------------------------------------------------- Historical cost profit before interest and tax 1,694 920 5,095 2,899 - 10,608 -------------------------------------------------------------- Capital expenditure and acquisitions 842 897 2,838 1,756 - 6,333 Page 26 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) 13. Analysis of changes in net debt Opening balance Finance debt 24,531 18,788 21,417 21,190 Less: Cash 1,379 1,188 1,358 1,170 Current asset investments 286 959 450 661 ------- ------- ------- ------- Opening net debt 22,866 16,641 19,609 19,359 ------- ------- ------- ------- Closing balance Finance debt 21,409 20,498 21,409 20,498 Less: Cash 1,284 1,103 1,284 1,103 Current asset investments 285 563 285 563 ------- ------- ------- ------- Closing net debt 19,840 18,832 19,840 18,832 ------- ------- ------- ------- (Increase) decrease in net debt 3,026 (2,191) (231) 527 ======= ======= ======= ======= Movement in cash/bank overdrafts (159) (63) (134) (15) (Decrease) increase in current asset investments 33 (404) (132) (102) Net cash (inflow) outflow from financing (excluding share capital) 2,049 (1,888) (143) 535 Partnership interests exchanged for BP loan notes 1,135 - 1,135 - Other movements 19 51 44 82 Debt acquired - (47) (999) (47) ------- ------- ------- ------- Movements in net debt before exchange effect 3,077 (2,351) (229) 453 Exchange adjustments (51) 160 (2) 74 ------- ------- ------- ------- (Increase) decrease in net debt 3,026 (2,191) (231) 527 ======= ======= ======= ======= 14. Movement in BP shareholders' interest $ million (Unaudited) Balance at December 31, 2001 74,367 Prior year adjustment - change in accounting policy (see Note 2) (9,206) ------- As restated 65,161 Profit for the period 3,336 Distribution to shareholders (2,637) Currency translation differences 1,585 Employee share schemes 123 ------- Balance at June 30, 2002 67,568 ======= Page 27 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles The consolidated financial statements of the BP Group are prepared in accordance with UK GAAP which differs in certain respects from US GAAP. The principal differences between US GAAP and UK GAAP for BP Group reporting relate to the following: (i) Group consolidation Where the Group conducts activities through a joint arrangement that is not carrying on a trade or business in its own right the Group accounts for its own assets, liabilities and cash flows of the activity measured according to the terms of the arrangement. For the Group this method of accounting applies to certain oil and natural gas activities and undivided interests in pipelines. US GAAP permits these activities to be accounted for by proportional consolidation, which is equivalent to UK GAAP. Joint ventures and associated undertakings are accounted for by the equity method. UK GAAP requires the consolidated financial statements to show separately the Group proportion of operating profit or loss, exceptional items, inventory holding gains or losses, interest expense and taxation of associated undertakings and joint ventures. In addition the turnover of joint ventures should be disclosed. For US GAAP the after tax profits or losses (i.e. operating results after exceptional items, inventory holding gains or losses, interest expense and taxation) are included in the income statement as a single line item. UK GAAP requires the Group's share of the gross assets and gross liabilities of joint ventures to be shown on the face of the balance sheet whereas under US GAAP the net investment is included as a single line item. The following summarizes the reclassifications for joint ventures and associated undertakings necessary to accord with US GAAP. Three months ended June 30, 2002 (Unaudited) --------------------------------------------------- As US GAAP Increase (decrease) in caption heading Reported Reclassification Presentation -------------------------------------------------- ($ million) Consolidated statement of income Other income 147 192 339 Share of profits of JVs and associated undertakings 285 (285) - Exceptional items before taxation 376 (2) 374 Inventory holding gains (losses) 525 - 525 Interest expense 314 (36) 278 Taxation 1,751 (59) 1,692 Profit for the period 2,040 - 2,040 Six months ended June 30, 2002 (Unaudited) --------------------------------------------------- As US GAAP Reported Reclassification Presentation -------------------------------------------------- ($ million) Consolidated statement of income Other income 272 345 617 Share of profits of JVs and associated undertakings 543 (543) - Exceptional items before taxation 267 (2) 265 Inventory holding gains (losses) 998 2 1,000 Interest expense 647 (74) 573 Taxation 2,504 (124) 2,380 Profit for the period 3,336 - 3,336 Page 28 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (i) Group consolidation (concluded) Three months ended June 30, 2001 (Unaudited) --------------------------------------------------- As US GAAP Reported Reclassification Presentation -------------------------------------------------- ($ million) Consolidated statement of income Other income 112 175 287 Share of profits of JVs and 282 (282) - associated undertakings Exceptional items before taxation 171 1 172 Inventory holding gains (losses) 40 (1) 39 Interest expense 441 (49) 392 Taxation 1,956 (58) 1,898 Profit for the period 2,741 - 2,741 Six months ended June 30, 2001 (Unaudited) --------------------------------------------------- As US GAAP Reported Reclassification Presentation -------------------------------------------------- ($ million) Consolidated statement of income Other income 307 360 667 Share of profits of JVs and associated undertakings 613 (613) - Exceptional items before taxation 389 1 390 Inventory holding gains (losses) (198) (1) (199) Interest expense 887 (109) 778 Taxation 4,124 (144) 3,980 Profit for the period 5,571 - 5,571 (ii) Income statement The income statement prepared under UK GAAP shows sub-totals for replacement cost profit before interest and tax, historical cost profit before interest and tax and profit after taxation. These line items are not recognized under US GAAP. (iii)Exceptional items Under UK GAAP certain exceptional items are shown separately on the face of the income statement after operating profit. These items are profits or losses on the sale of fixed assets and businesses or sale or termination of operations and fundamental restructuring charges. Under US GAAP these items are classified as operating income or expenses. (iv) Deferred taxation/business combinations US GAAP requires the recognition of a deferred tax asset or liability for the tax effects of differences between the assigned values and the tax bases of assets acquired and liabilities assumed in a purchase business combination, whereas under UK GAAP no such deferred tax asset or liability is recognized. Under US GAAP the deferred tax asset or liability is amortized over the same period as the assets and liabilities to which it relates. Page 29 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (iv) Deferred taxation/business combinations (concluded) The adjustments to profit for the year and to BP shareholders' interest to accord with US GAAP are summarized below. Three months ended Six months ended June 30 June 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) Replacement cost of sales 139 304 290 567 Taxation (80) (335) (174) (672) Profit for the year (59) 31 (116) 105 ====== ====== ===== ===== At At June 30, December 31, 2002 2001 (Unaudited) ---------- ----------- ($ million) Tangible assets 7,339 7,032 Deferred taxation 7,217 6,789 BP shareholders' interest 122 243 ======== ======== (v) Provisions UK GAAP requires provisions for decommissioning, environmental liabilities and onerous contracts to be determined on a discounted basis if the effect of the time value of money is material. Unwinding of the discount and the effect of a change in the discount rate is included in interest expense in the period. When a decommissioning provision is set up, a tangible fixed asset of the same amount is also recognized and is subsequently depreciated as part of the capital costs of the facilities. Under US GAAP (i) environmental liabilities are discounted only where the timing and amounts of payments are fixed and reliably determinable and (ii) provisions for decommissioning are provided on a unit-of-production basis over field lives; there is no corresponding tangible fixed asset. The adjustments to profit for the year and to BP shareholders' interest to accord with US GAAP are summarized below. Three months ended Six months ended June 30 June 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) Replacement cost of sales 32 68 109 157 Interest expense (42) (50) (85) (103) Taxation (8) (30) (16) (48) Profit for the year 18 12 (8) (6) ====== ====== ====== ====== At At June 30, December 31, 2002 2001 (Unaudited) --------- ----------- ($ million) Tangible assets (871) (785) Provisions 747 780 Deferred taxation (531) (511) BP shareholders' interest (1,087) (1,054) ======== ======== Page 30 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (vi) Sale and leaseback The sale and leaseback of an office building in Chicago, Illinois in 1998 was treated as a sale for UK GAAP whereas for US GAAP it was treated as a financing transaction. A provision was recognized under UK GAAP in 1999 to cover the likely shortfall on rental income from subletting the Chicago office building. As the original sale and leaseback was not treated as a sale for US GAAP the provision has been reversed for US GAAP. Under UK GAAP the profit arising on the sale and operating leaseback of certain railcars in 1999 was taken to income in the period in which the transaction occurred. Under US GAAP this profit was not recognized immediately but amortized over the term of the operating lease. The adjustments to profit for the year and BP shareholders' interest to accord with US GAAP are summarized below. Three months ended Six months ended June 30 June 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) Replacement cost of sales 2 31 7 37 Taxation (1) (1) (2) 2 Profit for the year (1) (30) (5) (39) ====== ====== ====== ====== At At June 30, December 31, 2002 2001 (Unaudited) --------- ----------- ($ million) Tangible assets 166 171 Other accounts payable and accrued liabilities 29 30 Provisions (64) (65) Finance debt 413 413 Deferred taxation (74) (73) BP shareholders' interest (138) (134) ======== ======== (vii)Goodwill and intangible assets Various differences in the basis for determining goodwill between UK and US GAAP result in goodwill for US GAAP reporting differing from the amount recognized under UK GAAP. On January 1, 2002 the Group adopted Statement of Financial Accounting Standards No. 142 `Goodwill and Other Intangible Assets' (SFAS 142) for US GAAP reporting. This standard eliminates the requirement to amortize goodwill and indefinite lived intangible assets. Rather, such assets are subject to periodic impairment testing. Intangible assets that are not deemed to have an indefinite life continue to be amortized over their estimated useful lives. Amortization of goodwill charged to income under UK GAAP has been reversed for US GAAP. Page 31 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (vii)Goodwill and intangible assets (continued) The adjustments to profit for the year and to BP shareholders' interest to accord with US GAAP are summarized below. Three months ended Six months ended June 30 June 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) Replacement cost of sales (322) (15) (643) (30) Taxation - - - - Profit for the year 322 15 643 30 ====== ===== ===== ===== At At June 30, December 31, 2002 2001 (Unaudited) --------- ----------- ($ million) Intangible assets (760) (1,414) Deferred taxation - - BP shareholders' interest (760) (1,414) ====== ====== Profit for the period, as adjusted to accord with US GAAP, for the three month and six month periods ended June 30, 2001, adjusted to exclude amortization of goodwill no longer being amortized pursuant to SFAS 142 is shown below. Three months ended Six months ended June 30, 2001 June 30, 2001 (Unaudited) (Unaudited) -------------------- ---------------- ($ million) Profit for the period as adjusted to accord with US GAAP, as reported 2,743 5,521 Add back goodwill amortization 315 621 ------- ------ Profit for the period as adjusted to accord with US GAAP, as adjusted 3,058 6,142 ------- ------ Per ordinary share - cents Basic - as reported 12.22 24.58 Adjustment 1.40 2.76 ------- ------ Basic - as adjusted 13.62 27.34 ------- ------ Diluted - as reported 12.15 24.43 Adjustment 1.39 2.75 ------- ------ Diluted - as adjusted 13.54 27.18 ------- ------ Per American Depositary Share - cents Basic - as reported 73.32 147.48 Adjustment 8.40 16.56 ------- ------ Basic - as adjusted 81.72 164.04 ------- ------ Diluted - as reported 72.90 146.58 Adjustment 8.34 16.50 ------- ------ Diluted - as adjusted 81.24 163.08 ------- ------ Page 32 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (vii)Goodwill and intangible assets (concluded) Changes to exploration expenditure, goodwill and other intangible assets, as adjusted to accord with US GAAP, during the three months ended June 30, 2002 are shown below. Exploration Other expenditure Goodwill intangibles Total ------------------------------------------------- ($ million) Net book amount At January 1, 2002 5,334 9,453 288 15,075 Amortization expense (206) - (28) (234) Other movements 278 140 144 562 ------------------------------------------------- At June 30, 2002 5,406 9,593 404 15,403 ================================================= Amortization expense relating to other intangibles is expected to be in the range $60-$100 million in each of the succeeding five years. During the second quarter of 2002 the Group completed a goodwill impairment review using the two-step process prescribed in SFAS 142. The first step includes a comparison of the fair value of a reporting unit to its carrying value, including goodwill. Where the carrying value exceeds the fair value, the goodwill of the reporting unit is potentially impaired and the second step is then completed in order to measure the impairment loss, if any. No impairment charge resulted from this review. (viii)Derivative financial instruments and hedging activities On January 1, 2001 the Group adopted Statement of Financial Accounting Standards No. 133 'Accounting for Derivative Instruments and Hedging Activities' (SFAS 133) as amended by Statement Nos. 137 and 138, for US GAAP reporting. SFAS 133, as amended, requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. To the extent certain criteria are met, SFAS 133 permits, but does not require, hedge accounting. In the normal course of business the Group is a party to derivative financial instruments with off-balance sheet risk, primarily to manage its exposure to fluctuations in foreign currency exchange rates and interest rates, including management of the balance between floating rate and fixed rate debt. The Group also manages certain of its exposures to movements in oil and natural gas prices. In addition, the Group trades derivatives in conjunction with these risk management activities. All oil price derivatives and all derivatives held for trading are carried on the Group's balance sheet at fair value with changes in that value recognized in earnings of the period for both UK and US GAAP. Certain financial derivatives used to manage foreign currency and interest rate risk that qualify for hedge accounting under UK GAAP are marked to market under SFAS 133. For these derivatives, the cumulative effect of adopting SFAS 133 resulted in a pre-tax charge to income, as adjusted to accord with US GAAP, of $27 million ($18 million after tax). Under US GAAP the fair values of derivative financial instruments are shown as current assets and liabilities as appropriate. The Group has a number of long-term natural gas contracts which have been in place for many years. The pricing structure for those contracts is not directly related to the market price of natural gas but to the price of other commodities or indices, such as fuel oil or consumer price indices. On the basis of SFAS 133 Implementation Issue C11, these contracts have been marked to market with effect from July 1, 2001. The adjustments to profit for the year and to BP shareholders' interest to accord with US GAAP are summarized below. Page 33 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (viii) Derivative financial instruments and hedging activities (concluded) Three months ended Six months ended June 30 June 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) Replacement cost of sales (163) 46 (967) 198 Taxation 65 (17) 346 (70) Profit for the year before cumulative effect of accounting change 98 (29) 621 (128) Cumulative effect of accounting change, net of taxation - - - (18) Profit for the year 98 (29) 621 (146) ===== ====== ===== ===== At At June 30, December 31, 2002 2001 (Unaudited) --------- ----------- ($ million) Accounts payable and accrued liabilities 71 1,038 Deferred taxation (17) (363) BP shareholders' interest (54) (675) ===== ===== (ix) Gain arising on asset exchange For UK GAAP the transaction with Solvay in the fourth quarter of 2001, which led to the exchange of businesses for an interest in a joint venture and an associated undertaking, has been treated as an asset swap which does not give rise to a gain or loss. Under US GAAP the transaction has been treated as a disposal and acquisition at fair value which gives rise to a pre-tax gain on disposal of $242 million ($157 million after tax). The adjustments to profit for the year and to BP shareholders' interest to accord with US GAAP are summarized below. Three months ended Six months ended June 30 June 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) Replacement cost of sales 6 - 15 - Taxation (1) - (5) - Profit for the year (5) - (10) - ===== ===== ===== ===== At At June 30, December 31, 2002 2001 (Unaudited) --------- ----------- ($ million) Intangible assets 177 188 Accounts payable and accrued liabilities (53) (54) Deferred taxation 80 85 BP shareholders' interest 150 157 ===== ===== Page 34 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (x) Ordinary shares held for future awards to employees Under UK GAAP, Company shares held by an Employee Share Ownership Plan to meet future requirements of employee share schemes are recorded in the balance sheet as Fixed assets -- investments. Under US GAAP, such shares are recorded in the balance sheet as a reduction of shareholders' interest. The adjustment to BP shareholders' interest to accord with US GAAP is shown below. At At June 30, December 31, Increase (decrease) in caption heading 2002 2001 (Unaudited) --------- ----------- ($ million) Fixed assets - Investments (218) (266) BP shareholders' interest (218) (266) ===== ===== (xi) Dividends Under UK GAAP, dividends are recorded in the period in respect of which they are announced or declared by the board of directors to the shareholders. Under US GAAP, dividends are recorded in the period in which dividends are declared. The adjustment to BP shareholders' interest to accord with US GAAP is shown below. At At June 30, December 31, Increase (decrease) in caption heading 2002 2001 (Unaudited) --------- ----------- ($ million) Other accounts payable and accrued liabilities (1,346) (1,288) BP shareholders' interest 1,346 1,288 ====== ====== (xii)Investments Under UK GAAP the Group's equity investments in Lukoil, Sinopec and PetroChina are held for the long term and reported as fixed asset investments and carried on the balance sheet at cost subject to review for impairment. For US GAAP these investments are classified as available-for-sale securities. Consequently they are reported at fair value, with unrealized holding gains and losses, net of tax, reported in accumulated other comprehensive income. If a decline in fair value below cost is 'other than temporary' the unrealized loss is accounted for as a realized loss and charged against income. The adjustment to BP shareholders' interest to accord with US GAAP is shown below. At At June 30, December 31, Increase (decrease) in caption heading 2002 2001 (Unaudited) --------- ----------- ($ million) Fixed assets - Investments 275 (3) Deferred taxation 96 (1) BP shareholders' interest 179 (2) ===== ===== Page 35 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (xiii)Additional minimum pension liability Where a pension plan has an unfunded accumulated benefit obligation, US GAAP requires such amount to be recognized as a liability in the balance sheet. The adjustment resulting from the recognition of any such minimum liability, including the elimination of amounts previously recognized as a prepaid benefit cost, is reported as an intangible asset to the extent of unrecognized prior service cost with the remaining amount reported in comprehensive income. The adjustments to BP shareholders' interest to accord with US GAAP are summarized below. At At June 30, December 31, Increase (decrease) in caption heading 2002 2001 (Unaudited) --------- ----------- ($ million) Intangible assets 112 112 Other receivables falling due after more than one year (1,015) (1,015) Noncurrent liabilities - accounts payable accrued liabilities 548 548 Deferred taxation (509) (509) BP shareholders' interest (942) (942) ====== ====== Page 36 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued The following is a summary of the adjustments to profit for the year and to BP shareholders' interest which would be required if generally accepted accounting principles in the USA (US GAAP) had been applied instead of those generally accepted in the United Kingdom (UK GAAP). These results are stated using the first-in first-out method of inventory valuation. Profit for the period Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001(a) 2002 2001(a) ------------------ ---------------- ($ million) Profit as reported in the consolidated statement of income 2,040 2,741 3,336 5,571 Adjustments: Deferred taxation/business combinations (iv) (59) 31 (116) 105 Provisions (v) 18 12 (8) (6) Sale and leaseback (vi) (1) (30) (5) (39) Goodwill (vii) 322 15 643 30 Derivative financial instruments (viii) 98 (29) 621 (128) Gain arising on asset exchange (ix) (5) - (10) - Other 3 3 6 6 ------ ------ ------ ------ 376 2 1,131 (32) ------ ------ ------ ------ Profit for the period before cumulative effect of accounting change as adjusted to accord with US GAAP 2,416 2,743 4,467 5,539 Cumulative effect of accounting change: Derivative financial instruments (viii) - - - (18) ------ ------ ------ ------ Profit for the period as adjusted to accord with US GAAP 2,416 2,743 4,467 5,521 ====== ====== ====== ====== Profit for the period as adjusted: Per ordinary share - cents Basic - before cumulative effect of accounting change 10.77 12.22 19.92 24.66 Cumulative effect of accounting change - - - (0.08) ------ ------ ------ ------ 10.77 12.22 19.92 24.58 ------ ------ ------ ------ Diluted - before cumulative effect of accounting change 10.71 12.15 19.82 24.51 Cumulative effect of accounting change - - - (0.08) ------ ------ ------ ------ 10.71 12.15 19.82 24.43 ------ ------ ------ ------ Per American Depositary Share - cents (b) Basic - before cumulative effect of accounting change 64.62 73.32 119.52 147.96 Cumulative effect of accounting - - - (0.48) ------ ------ ------ ------ 64.62 73.32 119.52 147.48 ------ ------ ------ ------ Diluted - before cumulative effect of accounting change 64.26 72.90 118.92 147.06 Cumulative effect of accounting change - - - (0.48) ------ ------ ------ ------ 64.26 72.90 118.92 146.58 ------ ------ ------ ------ Page 37 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued BP shareholders' interest June 30, 2002 December 31, 2001 (a) (Unaudited) ---------------------------------------- ($ million) BP shareholders' interest as reported in the consolidated balance sheet 67,568 65,161 Adjustments: Deferred taxation/business combinations (iv) 122 243 Provisions (v) (1,087) (1,054) Sale and leaseback (vi) (138) (134) Goodwill (vii) (760) (1,414) Derivative financial instruments (viii) (54) (675) Gain arising on asset exchange (ix) 150 157 Ordinary shares held for future awards to employees (x) (218) (266) Dividends (xi) 1,346 1,288 Investments (xii) 179 (2) Additional minimum pension liability (xiii) (942) (942) Other (50) (40) -------- -------- (1,452) (2,839) -------- -------- BP shareholders' interest as adjusted to accord with US GAAP 66,116 62,322 ======= ======= --------------- (a) The profit reported under UK GAAP for the three month and six month periods ended June 30, 2001 and BP shareholders' interest reported under UK GAAP at December 31, 2001 have been restated to reflect the adoption of FRS 19. Consequently certain of the adjustments in the UK/US GAAP reconciliation have also been restated. Profit and BP shareholders' interest, as adjusted to accord with US GAAP, are unaffected by the adoption of FRS 19. (b) One American Depositary Share is equivalent to six ordinary shares. Earnings per share Basic earnings per share excludes the dilutive effects of options, warrants and convertible securities. Diluted earnings per share reflects the potential dilution that could occur if options, warrants or convertible securities were exercised or converted into ordinary shares that shared in the earnings of the Group. The dilutive effect of outstanding share options is as follows: Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- (shares million) Weighted average number of ordinary shares 22,427 22,448 22,415 22,461 Ordinary shares issuable under employee share schemes 112 135 119 140 ------- ------- ------- ------- 22,539 22,583 22,534 22,601 ======= ======= ======= ======= Page 38 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued Comprehensive income The components of comprehensive income, net of related tax are as follows: Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- ($ million) Profit for the period as adjusted to accord with US GAAP 2,416 2,743 4,467 5,521 Currency translation differences 1,941 (605) 1,585 (1,599) Derivative financial instruments - (8) - 15 Net unrealized gain on investments 20 205 181 269 Additional minimum pension liability - - - - ------- ------- ------- ------- Comprehensive income 4,377 2,335 6,233 4,206 ======= ======= ======= ======= Accumulated other comprehensive income at June 30, 2002 and December 31, 2001 comprised losses of $3,968 million and $5,734 million, respectively. Consolidated statement of cash flows The Group's financial statements include a consolidated statement of cash flows in accordance with the revised UK Financial Reporting Standard No. 1 (FRS 1). The statement prepared under FRS 1 presents substantially the same information as that required under FASB Statement of Financial Accounting Standards No. 95 'Statement of Cash Flows' (SFAS 95). Under FRS 1 cash flows are presented for (i) operating activities; (ii) dividends from joint ventures; (iii) dividends from associated undertakings; (iv) servicing of finance and returns on investments; (v) taxation; (vi) capital expenditure and financial investment; (vii) acquisitions and disposals; (viii) dividends; (ix) financing; and (x) management of liquid resources. SFAS 95 only requires presentation of cash flows from operating, investing and financing activities. Cash flows under FRS 1 in respect of dividends from joint ventures and associated undertakings, taxation and servicing of finance and returns on investments are included within operating activities under SFAS 95. Interest paid includes payments in respect of capitalized interest, which under SFAS 95 are included in capital expenditure under investing activities. Cash flows under FRS 1 in respect of capital expenditure and acquisitions and disposals are included in investing activities under SFAS 95. Dividends paid are included within financing activities. All short-term investments are regarded as liquid resources for FRS 1. Under SFAS 95 short-term investments with original maturities of three months or less are classified as cash equivalents and aggregated with cash in the cash flow statement. Cash flows in respect of short-term investments with original maturities exceeding three months are included in operating activities. Page 39 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued The consolidated statement of cash flows presented in accordance with SFAS 95 is as follows: Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- ($ million) Operating activities Profit after taxation 2,086 2,759 3,422 5,597 Adjustments to reconcile profits after tax to net cash provided by operating activities Depreciation and amounts provided 2,227 2,130 4,380 4,297 Exploration expenditure written off 147 22 206 130 Share of profits of joint ventures and associated undertakings less dividends received (23) 38 (40) (25) (Profit) loss on sale of businesses and fixed assets (374) (171) (265) (389) Working capital movement (a) (652) (2,683) (1,321) (1,329) Deferred Taxation 711 316 931 749 Other 52 222 (56) 98 ------- ------- ------- ------- Net cash provided by operating activities 4,174 2,633 7,257 9,128 ------- ------- ------- ------- Investing activities Capital expenditures (2,818) (3,037) (5,632) (5,648) Acquisitions, net of cash acquired (139) (560) (1,689) (560) Investment in associated undertakings (488) (148) (631) (268) Net investment in joint ventures (68) (72) (114) (133) Proceeds from disposal of assets 2,523 232 2,871 926 ------- ------- ------- ------- Net cash used in investing activities (990) (3,585) (5,195) (5,683) ------- ------- ------- ------- Financing activities Proceeds from shares issued (repurchased) 32 (219) 123 (662) Proceeds from long-term financing 752 505 2,498 1,022 Repayments of long-term financing (663) (1,034) (897) (1,180) Net decrease (increase) in short term debt (2,138) 2,417 (1,458) (377) Dividends paid - BP Shareholders (1,290) (1,179) (2,578) (2,360) - Minority shareholders (3) (5) (16) (5) ------- ------- ------- ------- Net cash used in financing activities (3,310) 485 (2,328) (3,562) ------- ------- ------- ------- Currency translation differences relating to cash and cash equivalents 30 (14) 27 (48) ------- ------- ------- ------- Increase (decrease) in cash and cash equivalents (96) (481) (239) (165) ------- ------- ------- ------- Cash and cash equivalents at begining of period 1,665 2,147 1,808 1,831 ------- ------- ------- ------- Cash and cash equivalents at end of period 1,569 1,666 1,569 1,666 ======= ======= ======= ======= (a) Working capital: Inventories (increase) decrease (807) (371) (1,303) (13) Receivables (increase) decrease (1,691) (502) (2,134) (1,546) Current liabilities - excluding finance debt increase (decrease) 1,846 (1,810) 2,116 230 ------- ------- ------- ------- (652) (2,683) (1,321) (1,329) ======= ======= ======= ======= Page 40 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - concluded Impact of new US accounting standards New US accounting standards adopted: The Group has adopted Statement of Financial Accounting Standards No. 141 `Business Combinations' (SFAS 141) for US GAAP reporting with effect from January 1, 2002. Under SFAS 141, the pooling of interest method of accounting is no longer permitted. Also on January 1, 2002 the Group adopted Statement of Financial Accounting Standards No. 144 `Accounting for the Impairment or Disposal of Long-Lived Assets' (SFAS 144). SFAS 144 retains the requirement to recognize an impairment loss only where the carrying value of a long-lived asset is not recoverable from its undiscounted cash flows and to measure such loss as the difference between the carrying amount and fair value of the asset. SFAS 144, among other things, changes the criteria that have to be met in order to classify an asset as held-for-sale and requires that operating losses from discontinued operations be recognized in the period that the losses are incurred rather than as of the measurement date. The adoption of SFAS 141 and SFAS 144 had no impact on profit, as adjusted to accord with US GAAP, for the three month and six month periods ended June 30, 2002 or on BP shareholders' interest, as adjusted to accord with US GAAP, at June 30, 2002. Asset retirement obligations: In June 2001, the FASB issued Statement of Financial Accounting Standards No. 143 'Accounting for Asset Retirement Obligations' (SFAS 143). SFAS 143 requires companies to record liabilities equal to the fair value of their asset retirement obligations when they are incurred (typically when the asset is installed at the production location). When the liability is initially recorded, companies capitalize an equivalent amount as part of the cost of the asset. Over time the liability is accreted for the change in its present value each period, and the initial capitalized cost is depreciated over the useful life of the related asset. SFAS 143 is effective for accounting periods beginning after June 15, 2002. The provisions of SFAS 143 are similar to the accounting policy used by the Group in preparing its financial statements under UK GAAP. The Company has not yet determined the effect of adopting SFAS 143 on its results of operations or shareholders' interest as adjusted to accord with US GAAP. Costs associated with exit or disposal activities: In June 2002, the FASB issued Statement of Financial Accounting Standards No. 146 "Accounting for Costs Associated with Exit or Disposal Activities" (SFAS 146). SFAS 146 requires that a liability for costs associated with an exit or disposal activity be recognized only when the liability is incurred, rather than at the date of an entity's commitment to an exit plan. SFAS 146 requires that the liability be initially measured at fair value. SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The Company has not yet determined the effect of adopting SFAS 146 on its results of operations or shareholders' interest as adjusted to accord with US GAAP. Impact of new UK accounting standards Retirement benefits: In December 2000, the UK Accounting Standards Board issued Financial Reporting Standard No. 17 `Retirement Benefits' (FRS 17). This standard was to be fully effective for accounting periods ending on or after June 22, 2003 with certain of the disclosure requirements effective for periods prior to 2003. FRS 17 requires that financial statements reflect at fair value the assets and liabilities arising from an employer's retirement benefit obligations and any related funding. The operating costs of providing retirement benefits are recognized in the period in which they are earned together with any related finance costs and changes in the value of related assets and liabilities. The Company has not yet completed its evaluation of the impact of adopting FRS 17 on the Group's results of operations, and there will be no significant effect on the Group's financial position. In July 2002, the UK Accounting Standards Board issued a proposed amendment to FRS17, which would defer full adoption until January 1, 2005. Impact of international accounting standards In June 2002, the European Union Council of Ministers adopted a Regulation which would require the Group to prepare its primary consolidated financial statements in accordance with International Accounting Standards (IAS) beginning January 1, 2005, with restatement of prior periods presented. IAS differ in several respects from UK and US GAAP. In addition, significant revisions are currently being contemplated and other revisions may be adopted prior to January 1, 2005. The Group has not determined the effects of adopting IAS. 16. Condensed consolidating information The following information is presented in accordance with the financial reporting rules of the Securities and Exchange Commission regarding issuers and guarantors of guaranteed securities. Page 41 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Income statement Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Three months ended June 30, 2002 Turnover 588 - 43,995 (524) 44,059 Less: Joint ventures - - 404 - 404 ---------------------------------------------------------------------------- Group turnover 588 - 43,591 (524) 43,655 Replacement cost of sales 301 - 37,411 (535) 37,177 Production taxes 53 - 262 - 315 ---------------------------------------------------------------------------- Gross profit 234 - 5,918 11 6,163 Distribution and administration expenses - 272 2,851 - 3,123 Exploration expense 7 - 215 - 222 ---------------------------------------------------------------------------- 227 (272) 2,852 11 2,818 Other income 6 155 106 (120) 147 ---------------------------------------------------------------------------- Group replacement cost operating profit 233 (117) 2,958 (109) 2,965 Share of profits of joint ventures - - 89 - 89 Share of profits of associated undertakings - - 196 - 196 Equity accounted income of subsidiaries 77 3,430 - (3,507) - ---------------------------------------------------------------------------- Total replacement cost operating profit 310 3,313 3,243 (3,616) 3,250 Profit (loss) on sale of fixed assets and businesses or termination of operations - 1,213 1,213 (2,050) 376 ---------------------------------------------------------------------------- Replacement cost profit before interest and tax 310 4,526 4,456 (5,666) 3,626 Inventory holding gains (losses) (21) 525 525 (504) 525 ---------------------------------------------------------------------------- Historical cost profit before interest and tax 289 5,051 4,981 (6,170) 4,151 Interest expense 27 423 367 (503) 314 ---------------------------------------------------------------------------- Profit before taxation 262 4,628 4,614 (5,667) 3,837 Taxation 95 1,751 1,666 (1,761) 1,751 ---------------------------------------------------------------------------- Profit after taxation 167 2,877 2,948 (3,906) 2,086 Minority shareholders' interest - - 46 - 46 ---------------------------------------------------------------------------- Profit for the period 167 2,877 2,902 (3,906) 2,040 ============================================================================ Page 42 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Income Statement (continued) The following is a summary of the adjustments to the profit for the period which would be required if generally accepted accounting principles in the United States (US GAAP) had been applied instead of those generally accepted in the United Kingdom. Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Three months ended June 30, 2002 Profit as reported 167 2,877 2,902 (3,906) 2,040 Adjustments: Deferred taxation/business combinations (32) (59) (38) 70 (59) Provisions (1) 18 18 (17) 18 Sale and leaseback - (1) (1) 1 (1) Goodwill - 322 322 (322) 322 Derivative financial instruments - 98 98 (98) 98 Gain arising on asset exchange - (5) (5) 5 (5) Other - 3 3 (3) 3 ---------------------------------------------------------------------------- Profit for the period as adjusted to accord with US GAAP 134 3,253 3,299 (4,270) 2,416 ============================================================================ Page 43 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Income statement (continued) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Three months ended June 30, 2001 Turnover 524 - 48,689 (524) 48,689 Less: Joint ventures - - 280 - 280 ---------------------------------------------------------------------------- Group turnover 524 - 48,409 (524) 48,409 Replacement cost of sales 249 - 40,990 (533) 40,706 Production taxes 50 - 383 - 433 ---------------------------------------------------------------------------- Gross profit 225 - 7,036 9 7,270 Distribution and administration expenses - 48 2,590 - 2,638 Exploration expense 8 - 73 - 81 ---------------------------------------------------------------------------- 217 (48) 4,373 9 4,551 Other income - 339 110 (337) 112 ---------------------------------------------------------------------------- Group replacement cost operating profit 217 291 4,483 (328) 4,663 Share of profits of joint ventures - - 125 - 125 Share of profits of associated undertakings - - 157 - 157 Equity accounted income of subsidiaries 112 4,964 - (5,076) - ---------------------------------------------------------------------------- Total replacement cost operating profit 329 5,255 4,765 (5,404) 4,945 Profit (loss) on sale of fixed assets and businesses or termination of operations - 171 171 (171) 171 ---------------------------------------------------------------------------- Replacement cost profit before interest and tax 329 5,426 4,936 (5,575) 5,116 Inventory holding gains (losses) 1 40 40 (41) 40 ---------------------------------------------------------------------------- Historical cost profit before interest and tax 330 5,466 4,976 (5,616) 5,156 Interest expense 17 769 775 (1,120) 441 ---------------------------------------------------------------------------- Profit before taxation 313 4,697 4,201 (4,496) 4,715 Taxation 144 1,956 1,905 (2,049) 1,956 ---------------------------------------------------------------------------- Profit after taxation 169 2,741 2,296 (2,447) 2,759 Minority shareholders' interest - - 18 - 18 ---------------------------------------------------------------------------- Profit for the period 169 2,741 2,278 (2,447) 2,741 ============================================================================ Page 44 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Income Statement (continued) The following is a summary of the adjustments to the profit for the period which would be required if generally accepted accounting principles in the United States (US GAAP) had been applied instead of those generally accepted in the United Kingdom. Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Three months ended June 30, 2001 Profit as reported 169 2,741 2,278 (2,447) 2,741 Adjustments: Deferred taxation/business combinations 14 31 25 (39) 31 Provisions (1) 12 14 (13) 12 Sale and leaseback - (30) (30) 30 (30) Goodwill - 15 15 (15) 15 Derivative financial instruments - (29) (29) 29 (29) Gain arising on asset exchange - - - - - Other - 3 3 (3) 3 ---------------------------------------------------------------------------- Profit for the period as adjusted to accord with US GAAP 182 2,743 2,276 (2,458) 2,743 ============================================================================ Page45 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Income statement (continued) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Six months ended June 30, 2002 Turnover 1,094 - 80,564 (1,030) 80,628 Less: Joint ventures - - 683 - 683 ---------------------------------------------------------------------------- Group turnover 1,094 - 79,881 (1,030) 79,945 Replacement cost of sales 620 - 69,159 (1,049) 68,730 Production taxes 97 - 465 - 562 ---------------------------------------------------------------------------- Gross profit 377 - 10,257 19 10,653 Distribution and administration expenses - 326 5,488 - 5,814 Exploration expense 13 - 333 - 346 ---------------------------------------------------------------------------- 364 (326) 4,436 19 4,493 Other income 21 308 162 (219) 272 ---------------------------------------------------------------------------- Group replacement cost operating profit 385 (18) 4,598 (200) 4,765 Share of profits of joint ventures - - 159 - 159 Share of profits of associated undertakings - - 384 - 384 Equity accounted income of subsidiaries 100 5,440 - (5,540) - ---------------------------------------------------------------------------- Total replacement cost operating profit 485 5,422 5,141 (5,740) 5,308 Profit (loss) on sale of fixed assets and businesses or termination of operations - 1,104 1,104 (1,941) 267 ---------------------------------------------------------------------------- Replacement cost profit before interest and tax 485 6,526 6,245 (7,681) 5,575 Inventory holding gains (losses) 5 998 998 (1,003) 998 ---------------------------------------------------------------------------- Historical cost profit before interest and tax 490 7,524 7,243 (8,684) 6,573 Interest expense 40 847 760 (1,000) 647 ---------------------------------------------------------------------------- Profit before taxation 450 6,677 6,483 (7,684) 5,926 Taxation 177 2,504 2,352 (2,529) 2,504 ---------------------------------------------------------------------------- Profit after taxation 273 4,173 4,131 (5,155) 3,422 Minority shareholders' interest - - 86 - 86 ---------------------------------------------------------------------------- Profit for the period 273 4,173 4,045 (5,155) 3,336 ============================================================================ Page 46 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Income Statement (continued) The following is a summary of the adjustments to the profit for the period which would be required if generally accepted accounting principles in the United States (US GAAP) had been applied instead of those generally accepted in the United Kingdom. Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Six months ended June 30, 2002 Profit as reported 273 4,173 4,045 (5,155) 3,336 Adjustments: Deferred taxation/business combinations (65) (116) (74) 139 (116) Provisions (1) (8) (7) 8 (8) Sale and leaseback - (5) (5) 5 (5) Goodwill - 643 643 (643) 643 Derivative financial instruments - 621 621 (621) 621 Gain arising on asset exchange - (10) (10) 10 (10) Other - 6 6 (6) 6 ---------------------------------------------------------------------------- Profit for the period as adjusted to accord with US GAAP 207 5,304 5,219 (6,263) 4,467 ============================================================================ Page 47 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Income statement (continued) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Six months ended June 30, 2001 Turnover 1,128 - 94,389 (1,128) 94,389 Less: Joint ventures - - 568 - 568 ---------------------------------------------------------------------------- Group turnover 1,128 - 93,821 (1,128) 93,821 Replacement cost of sales 522 - 78,515 (1,143) 77,894 Production taxes 109 - 907 - 1,016 ---------------------------------------------------------------------------- Gross profit 497 - 14,399 15 14,911 Distribution and administration expenses - 117 5,047 - 5,164 Exploration expense 12 - 238 - 250 ---------------------------------------------------------------------------- 485 (117) 9,114 15 9,497 Other income - 701 307 (701) 307 ---------------------------------------------------------------------------- Group replacement cost operating profit 485 584 9,421 (686) 9,804 Share of profits of joint venture - - 227 - 227 Share of profits of associated undertakings - - 386 - 386 Equity accounted income of subsidaries 273 10,493 - (10,766) - ---------------------------------------------------------------------------- Total replacement cost operating profit 758 11,077 10,034 (11,452) 10,417 Profit (loss) on sale of fixed assets and businesses or termination of operations 1 389 388 (389) 389 ---------------------------------------------------------------------------- Replacement cost profit before interest and tax 759 11,466 10,422 (11,841) 10,806 Inventory holding gains (losses) (6) (198) (198) 204 (198) ---------------------------------------------------------------------------- Historical cost profit before interest and tax 753 11,268 10,224 (11,637) 10,608 Interest expense 19 1,573 1,583 (2,288) 887 ---------------------------------------------------------------------------- Profit before taxation 734 9,695 8,641 (9,349) 9,721 Taxation 318 4,124 4,000 (4,318) 4,124 ---------------------------------------------------------------------------- Profit after taxation 416 5,571 4,641 (5,031) 5,597 Minority shareholders' interest - - 26 - 26 ---------------------------------------------------------------------------- Profit for the period 416 5,571 4,615 (5,031) 5,571 ============================================================================ Page 48 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Income Statement (concluded) The following is a summary of the adjustments to the profit for the period which would be required if generally accepted accounting principles in the United States (US GAAP) had been applied instead of those generally accepted in the United Kingdom. Issuer Guarantor -------------------------- BP Eliminations Income statement (concluded) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Six months ended June 30, 2001 Profit as reported 416 5,571 4,615 (5,031) 5,571 Adjustments: Deferred taxation/business combinations 24 105 98 (122) 105 Provisions (2) (6) (3) 5 (6) Sale and leaseback - (39) (39) 39 (39) Goodwill - 30 30 (30) 30 Derivative financial instruments - (128) (128) 128 (128) Gain arising on asset exchange - - - - - Other - 6 6 (6) 6 ---------------------------------------------------------------------------- Profit for the period before cumulative effect of accounting change as adjusted to accord with US GAAP 438 5,539 4,579 (5,017) 5,539 Cumulative effect of accounting change: Derivative financial instruments - (18) (18) 18 (18) ---------------------------------------------------------------------------- Profit for the period as adjusted to accord with US GAAP 438 5,521 4,561 (4,999) 5,521 ============================================================================ Page 49 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Balance sheet Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) At June 30, 2002 Fixed assets Intangible assets 517 - 15,646 - 16,163 Tangible assets 6,479 - 79,108 - 85,587 Investments Subsidiaries - equity accounted basis 1,898 81,774 - (83,672) - Other - 221 12,035 - 12,257 ---------------------------------------------------------------------------- 1,898 81,996 12,035 (83,672) 12,257 ---------------------------------------------------------------------------- Total fixed assets 8,894 81,996 106,789 (83,672) 114,007 ---------------------------------------------------------------------------- Current assets Inventories 82 - 9,736 - 9,818 Receivables 16,336 21,204 49,224 (54,420) 32,344 Investments - - 285 - 285 Cash at bank and in hand (6) 2 1,288 - 1,284 ---------------------------------------------------------------------------- 16,412 21,206 60,533 (54,420) 43,731 ---------------------------------------------------------------------------- Current liabilities - falling due within one year Finance debt 1,440 - 8,799 (1,385) 8,854 Accounts payable and accrued liabilities 423 9,210 36,919 (8,152) 38,400 ---------------------------------------------------------------------------- Net current assets (liabilities) 14,549 11,996 14,815 (44,883) (3,523) ---------------------------------------------------------------------------- Total assets less current liabilities 23,443 93,992 121,604 (128,555) 110,484 Noncurrent liabilities Finance debt - - 12,555 - 12,555 Accounts payable and accrued liabilities 10,448 152 38,052 (45,272) 3,380 Provisions for liabilities and charges Deferred taxation 1,707 - 13,318 (1,707) 13,318 Other provisions 409 222 10,768 1,706 13,105 ---------------------------------------------------------------------------- Net assets 10,879 93,618 46,911 (83,282) 68,126 Minority shareholders' interest - - 558 - 558 ---------------------------------------------------------------------------- BP shareholders' interest 10,879 93,618 46,353 (83,282) 67,568 ============================================================================ Page 50 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Balance sheet (continued) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) At June 30, 2002 Capital and reserves Capital shares 1,050 5,637 - (1,050) 5,637 Paid in surplus 3,145 4,131 - (3,145) 4,131 Merger reserve - 26,329 697 - 27,026 Other reserves - 180 - - 180 Retained earnings 6,684 57,341 45,656 (79,087) 30,594 ---------------------------------------------------------------------------- 10,879 93,618 46,353 (83,282) 67,568 ============================================================================ The following is a summary of the adjustments to BP shareholders' interest which would be required if generally accepted accounting principles in the United States (US GAAP) had been applied instead of those generally accepted in the United Kingdom. Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Shareholders' interest as reported 10,879 93,618 46,353 (83,282) 67,568 Adjustments: Deferred taxation/business combinations 138 122 7 (145) 122 Provisions (187) (1,087) (901) 1,088 (1,087) Sale and leaseback - (138) (138) 138 (138) Goodwill - (760) (760) 760 (760) Derivative financial instruments - (54) (54) 54 (54) Gain arising on asset exchange - 150 150 (150) 150 Ordinary shares held for future awards to employees - (218) - - (218) Quarterly dividend - 1,346 - - 1,346 Investments - 179 179 (179) 179 Additional minimum pension liability - (942) (942) 942 (942) Other - (50) (50) 50 (50) ---------------------------------------------------------------------------- Shareholders' interest as adjusted to accord with US GAAP 10,830 92,166 43,844 (80,724) 66,116 ============================================================================ Page 51 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Balance sheet (continued) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) At December 31, 2001 Fixed assets Intangible assets 489 - 16,000 - 16,489 Tangible assets 6,418 - 70,992 - 77,410 Investments Subsidiaries - equity accounted basis 1,846 76,877 - (78,723) - Other - 269 11,694 - 11,963 ---------------------------------------------------------------------------- 1,846 77,146 11,694 (78,723) 11,963 ---------------------------------------------------------------------------- Total fixed assets 8,753 77,146 98,686 (78,723) 105,862 ---------------------------------------------------------------------------- Current assets Inventories 92 - 7,539 - 7,631 Receivables 15,333 21,272 41,858 (51,794) 26,669 Investments - - 450 - 450 Cash at bank and in hand (29) 3 1,384 - 1,358 ---------------------------------------------------------------------------- 15,396 21,275 51,231 (51,794) 36,108 ---------------------------------------------------------------------------- Current liabilities - falling due within one year Finance debt 406 - 9,035 (351) 9,090 Accounts payable and accrued liabilities 260 7,642 27,797 (7,175) 28,524 ---------------------------------------------------------------------------- Net current assets (liabilities) 14,730 13,633 14,399 (44,268) (1,506) ---------------------------------------------------------------------------- Total assets less current liabilities 23,483 90,779 113,085 (122,991) 104,356 Noncurrent liabilities Finance debt - - 12,327 - 12,327 Accounts payable and accrued liabilities 10,795 191 36,433 (44,333) 3,086 Provisions for liabilities and charges Deferred taxation 1,668 - 11,702 (1,668) 11,702 Other provisions 392 216 10,879 (5) 11,482 ---------------------------------------------------------------------------- Net assets 10,628 90,372 41,744 (76,985) 65,759 Minority shareholders' interest - - 598 - 598 ---------------------------------------------------------------------------- BP shareholders' interest 10,628 90,372 41,146 (76,985) 65,161 ============================================================================ Page 52 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Balance sheet (concluded) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) At December 31, 2001 Capital and reserves Capital shares 1,050 5,629 - (1,050) 5,629 Paid in surplus 3,145 4,014 - (3,145) 4,014 Merger reserve - 26,286 697 - 26,983 Other reserves - 223 - - 223 Retained earnings 6,433 54,220 40,449 (72,790) 28,312 ---------------------------------------------------------------------------- 10,628 90,372 41,146 (76,985) 65,161 ============================================================================ The following is a summary of the adjustments to BP shareholders' interest which would be required if generally accepted accounting principles in the United States (US GAAP) had been applied instead of those generally accepted in the United Kingdom. Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Shareholders' interest as reported 10,628 90,372 41,146 (76,985) 65,161 Adjustments: Deferred taxation/business combinations 203 243 86 (289) 243 Provisions (186) (1,054) (869) 1,055 (1,054) Sale and leaseback - (134) (134) 134 (134) Goodwill - (1,414) (1,414) 1,414 (1,414) Derivative financial instruments - (675) (675) 675 (675) Gain arising on asset exchange - 157 157 (157) 157 Ordinary shares held for future awards to employees - (266) - - (266) Quarterly dividend - 1,288 - - 1,288 Investments - (2) (2) 2 (2) Additional minimum pension liability - (942) (942) 942 (942) Other - (40) (40) 40 (40) ---------------------------------------------------------------------------- Shareholders' interest as adjusted to accord with US GAAP 10,645 87,533 37,313 (73,169) 62,322 ============================================================================ Page 53 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP Cash flow statement (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Three months ended June 30, 2002 Net cash inflow (outflow) from operating activities 22 434 3,913 764 5,133 Dividends from joint ventures - - 16 - 16 Dividends from associated undertakings - - 154 - 154 Dividends from subsidiaries - - - - - Net cash inflow (outflow) from servicing of finance and returns on investments - 61 (291) - (230) Tax (paid) refund (46) (1) (880) - (927) Net cash inflow (outflow) for capital expenditure and financial investment (138) (1) (1,715) - (1,854) Net cash inflow (outflow) for acquisitions and disposals - 764 889 (764) 889 Equity dividends paid - (1,290) - - (1,290) ---------------------------------------------------------------------------- Net cash inflow (outflow) (162) (33) 2,086 - 1,891 ============================================================================ Financing (167) (32) 2,216 - 2,017 Management of liquid resources - - 33 - 33 Increase (decrease) in cash 5 (1) (163) - (159) ---------------------------------------------------------------------------- (162) (33) 2,086 - 1,891 ============================================================================ The consolidated statement of cash flows presented in accordance with SFAS 95 is as follows: Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Net cash provided by (used in) operating activities (24) 494 2,912 792 4,174 Net cash provided by (used in) investing activities (138) 763 (826) (789) (990) Net cash provided by (used in) financing activities 167 (1,258) (2,216) (3) (3,310) Currency translation differences relating to cash and cash equivalents - - 30 - 30 ---------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents 5 (1) (100) - (96) Cash and cash equivalents at beginning of period (11) 3 1,673 - 1,665 ---------------------------------------------------------------------------- Cash and cash equivalents at end of period (6) 2 1,573 - 1,569 ============================================================================ Page 54 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP Cash flow statement(continued) (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Three months ended June 30, 2001 Net cash inflow (outflow) from operating activities 220 1,159 3,697 - 5,076 Dividends from joint ventures - - 54 - 54 Dividends from associated undertakings - - 159 - 159 Dividends from subsidiaries - 16 - (16) - Net cash inflow (outflow) from servicing of finance and returns on investments - 328 (628) - (300) Tax (paid) refund (56) - (2,326) - (2,382) Net cash inflow (outflow) for capital expenditure and financial investment (208) (104) (2,472) - (2,784) Net cash inflow (outflow) for acquisitions and disposals (1) - (779) - (780) Equity dividends paid - (1,179) (16) 16 (1,179) ---------------------------------------------------------------------------- Net cash inflow (outflow) (45) 220 (2,311) - (2,136) ============================================================================ Financing (30) 220 (1,859) - (1,669) Management of liquid resources - - (404) - (404) Increase (decrease) in cash (15) - (48) - (63) ---------------------------------------------------------------------------- (45) 220 (2,311) - (2,136) ============================================================================ The consolidated statement of cash flows presented in accordance with SFAS 95 is as follows: Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Net cash provided by (used in) operating activities 163 1,502 956 12 2,633 Net cash provided by (used in) investing activities (208) (104) (3,251) (22) (3,585) Net cash provided by (used in) financing activities 30 (1,398) 1,843 10 485 Currency translation differences relating to cash and cash equivalents - - (14) - (14) ---------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents (15) - (466) - (481) Cash and cash equivalents at beginning of period (19) - 2,166 - 2,147 ---------------------------------------------------------------------------- Cash and cash equivalents at end of period (34) - 1,700 - 1,666 ============================================================================ Page 55 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP Cash flow statement (continued) (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Six months ended June 30, 2002 Net cash inflow (outflow) from operating activities 215 1,485 6,206 863 8,769 Dividends from joint ventures - - 99 - 99 Dividends from associated undertakings - - 207 - 207 Dividends from subsidiaries 15 - - (15) - Net cash inflow (outflow) from servicing of finance and returns on investments - 126 (628) - (502) Tax (paid) refund (46) (1) (1,325) - (1,372) Net cash inflow (outflow) for capital expenditure and financial investment (288) (18) (4,030) - (4,336) Net cash inflow (outflow) for acquisitions and disposals - 863 (819) (863) (819) Equity dividends paid - (2,578) (15) 15 (2,578) ---------------------------------------------------------------------------- Net cash inflow (outflow) (104) (123) (305) - (532) ============================================================================ Financing (127) (122) (17) - (266) Management of liquid resources - - (132) - (132) Increase (decrease) in cash 23 (1) (156) - (134) ---------------------------------------------------------------------------- (104) (123) (305) - (532) ============================================================================ The consolidated statement of cash flows presented in accordance with SFAS 95 is as follows: Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Net cash provided by (used in) operating activities 184 1,610 4,574 889 7,257 Net cash provided by (used in) investing activities (288) 846 (4,864) (889) (5,195) Net cash provided by (used in) financing activities 127 (2,457) 2 - (2,328) Currency translation differences relating to cash and cash equivalents - - 27 - 27 ---------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents 23 (1) (261) - (239) Cash and cash equivalents at beginning of period (29) 3 1,834 - 1,808 ---------------------------------------------------------------------------- Cash and cash equivalents at end of period (6) 2 1,573 - 1,569 ============================================================================ Page 56 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - concluded 16. Condensed consolidating information - concluded Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP Cash flow statement (concluded) (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Six months ended June 30, 2001 Net cash inflow (outflow) from operating activities 551 2,460 8,821 (16) 11,816 Dividends from joint ventures - - 66 - 66 Dividends from associated undertakings - - 269 - 269 Dividends from subsidiaries - 16 - (16) - Net cash inflow (outflow) from servicing of finance and returns on investments - 682 (1,244) - (562) Tax (paid) refund (313) (1) (2,207) - (2,521) Net cash inflow (outflow) for capital expenditure and financial investment (401) (120) (4,146) - (4,667) Net cash inflow (outflow) for acquisitions and disposals - (16) (961) 16 (961) Equity dividends paid - (2,360) (16) 16 (2,360) ---------------------------------------------------------------------------- Net cash inflow (outflow) (163) 661 582 - 1,080 ============================================================================ Financing (161) 663 695 - 1,197 Management of liquid resources - - (102) - (102) Increase (decrease) in cash (2) (2) (11) - (15) ---------------------------------------------------------------------------- (163) 661 582 - 1,080 ============================================================================ The consolidated statement of cash flows presented in accordance with SFAS 95 is as follows: Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Net cash provided by (used in) operating activities 238 3,156 5,705 29 9,128 Net cash provided by (used in) investing activities (401) (136) (5,107) (39) (5,683) Net cash provided by (used in) financing activities 161 (3,022) (711) 10 (3,562) Currency translation differences relating to cash and cash equivalents - - (48) - (48) ---------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents (2) (2) (161) - (165) Cash and cash equivalents at beginning of period (32) 2 1,861 - 1,831 ---------------------------------------------------------------------------- Cash and cash equivalents at end of period (34) - 1,700 - 1,666 ============================================================================ Page 57 BP p.l.c. AND SUBSIDIARIES ENVIRONMENTAL INDICATORS Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- Average oil realizations (a) - $/bbl UK 24.59 26.58 22.59 25.78 USA 21.81 23.58 19.61 24.18 Rest of World 22.20 23.93 20.43 23.72 BP average 22.81 24.74 20.81 24.77 Brent oil price 25.07 27.39 23.12 26.57 West Texas Intermediate oil price 26.30 27.88 23.94 28.30 Alaska North Slope US West Coast 25.04 26.05 22.42 25.49 Average natural gas realizations - $/mcf UK 2.50 2.85 2.81 3.23 USA 2.76 4.35 2.44 5.73 Rest of World 2.04 2.58 1.98 2.97 BP average 2.45 3.43 2.36 4.21 Henry Hub gas price (b) ($/mmBtu) 3.38 4.66 2.87 5.86 UK Gas - National Balancing point (p/therm) 12.10 21.66 15.63 22.21 Global Indicator Refining Margins (c) - $/bbl Northwest Europe 0.59 3.35 0.34 2.85 US Gulf Coast 2.62 7.71 2.33 7.21 Midwest 3.76 10.51 2.91 7.18 US West Coast 4.46 9.11 4.95 10.02 Singapore 0.18 0.96 0.20 0.83 BP average 2.06 5.78 1.85 5.02 Chemicals Indicator Margin (d) - $/te 109 (e) 105 95 (e) 104 --------------- (a) Crude oil and natural gas liquids. (b) Henry Hub First of Month Index. (c) The Global Indicator Refining Margin (GIM) is the average of seven regional indicator margins weighted for BP's crude refining capacity in each region. Each regional indicator margin is based on a single representative crude with product yields characteristic of the typical level of upgrading complexity. (d) The Chemicals Indicator Margin (CIM) is a weighted average of externally-based product margins. It is based on market data collected by Chem Systems in their quarterly market analyses, then weighted based on BP's product portfolio. While it does not cover our entire portfolio, it includes a broad range of products. Amongst the products and businesses covered in the CIM are olefins and derivatives, aromatics and derivatives, linear alpha-olefins, acetic acid, vinyl acetate monomer and nitriles. Not included are fabrics and fibres, plastic fabrications, poly alpha-olefins, anhydrides, engineering polymers and carbon fibres, speciality intermediates, and the remaining parts of the solvents and acetyls businesses. (e) Provisional. The data for the second quarter is based on two months' actual and one month of provisional data. Three months ended Six months ended June 30 June 30 US dollar/sterling exchange rates (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- Average rate for the period 1.46 1.42 1.44 1.44 Period-end rate 1.52 1.41 1.52 1.41 Page 58 BP p.l.c. AND SUBSIDIARIES OPERATING INFORMATION Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- Crude oil and natural gas liquids production (thousand barrels per day) (net of royalties) UK 481 471 481 491 Rest of Europe 108 92 106 95 USA 791 742 775 732 Rest of World 672 580 658 593 ------- ------- ------- ------- Total crude oil and liquids production 2,052 1,885 2,020 1,911 ======= ======= ======= ======= Natural gas production (million cubic feet per day) (net of royalties) UK 1,602 1,690 1,615 1,920 Rest of Europe 157 121 159 144 USA 3,565 3,550 3,563 3,509 Rest of World 3,343 3,193 3,369 3,150 ------- ------- ------- ------- Total natural gas production 8,667 8,554 8,706 8,723 ======= ======= ======= ======= Total production (a) (thousand barrels of oil equivalent per day) (net of royalties) UK 757 762 759 822 Rest of Europe 135 113 133 120 USA 1,406 1,354 1,389 1,337 Rest of World 1,248 1,131 1,239 1,136 ------- ------- ------- ------- Total production 3,546 3,360 3,520 3,415 ======= ======= ======= ======= Natural gas sales volumes (million cubic feet per day) UK 2,349 2,481 2,483 2,938 Rest of Europe 390 201 402 226 USA 8,451 8,516 8,591 8,259 Rest of World 8,618 6,839 8,952 7,121 ------- ------- ------- ------- Total natural gas sales volumes (b) 19,808 18,037 20,428 18,544 ======= ======= ======= ======= NGL sales volumes (thousand barrels per day) UK - - - - Rest of Europe - - - - USA 189 206 196 214 Rest of World 196 171 189 189 ------- ------- ------- ------- Total NGL sales volumes 385 377 385 403 ======= ======= ======= ======= --------------- (a) Expressed in thousand barrels of oil equivalent per day (mboe/d). Natural gas is converted to oil equivalent at 5.8 billion cubic feet: 1 million barrels. (b) Encompasses sales by Exploration and Production and Gas, Power and Renewables, including marketing, trading and supply sales. Page 59 BP p.l.c. AND SUBSIDIARIES OPERATING INFORMATION - concluded Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- Oil sales volumes (thousand barrels per day) Refined products UK 230 270 243 265 Rest of Europe 1,444 1,031 1,360 1,057 USA 1,941 1,954 1,888 1,914 Rest of World 522 601 561 590 ------- ------- ------- ------- Total marketing sales 4,137 3,856 4,052 3,826 Trading/supply sales 2,342 2,022 2,439 2,090 ------- ------- ------- ------- Total refined product sales 6,479 5,878 6,491 5,916 Crude oil 4,915 4,131 4,862 4,307 ------- ------- ------- ------- Total oil sales 11,394 10,009 11,353 10,223 ======= ======= ======= ======= Refinery throughputs (thousand barrels per day) UK 376 315 384 313 Rest of Europe 924 623 879 658 USA 1,464 1,642 1,429 1,582 Rest of World 339 375 357 380 ------- ------- ------- ------- Total throughput 3,103 2,955 3,049 2,933 ======= ======= ======= ======= Chemicals production (thousand tonnes) UK 837 799 1,666 1,529 Rest of Europe 2,595 1,796 5,178 3,484 USA 2,695 2,108 5,184 4,365 Rest of World 762 618 1,472 1,320 ------- ------- ------- ------- Total production 6,889 5,321 13,500 10,698 ======= ======= ======= ======= Page 60 BP p.l.c. AND SUBSIDIARIES Total replacement cost operating profit Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- ($ million) By business Exploration and Production UK 649 970 1,376 2,124 Rest of Europe 172 190 324 416 USA 771 1,200 1,093 3,311 Rest of World 866 1,067 1,593 2,242 ------- ------- ------- ------- 2,458 3,427 4,386 8,093 ------- ------- ------- ------- Gas, Power and Renewables UK 1 37 3 47 Rest of Europe 35 35 82 98 USA 13 86 (12) 111 Rest of World 65 3 152 5 ------- ------- ------- ------- 114 161 225 261 ------- ------- ------- ------- Refining and Marketing UK (61) (116) (185) (227) Rest of Europe 249 177 388 313 USA 279 1,262 200 1,856 Rest of World 136 141 268 262 ------- ------- ------- ------- 603 1,464 671 2,204 ------- ------- ------- ------- Chemicals UK (10) (33) (41) (83) Rest of Europe 64 19 111 99 USA 84 (1) 107 12 Rest of World 65 24 102 62 ------- ------- ------- ------- 203 9 279 90 ------- ------- ------- ------- Other businesses and corporate (128) (116) (253) (231) ------- ------- ------- ------- 3,250 4,945 5,308 10,417 ======= ======= ======= ======= By geographical area UK 504 814 1,034 1,741 Rest of Europe 526 429 912 914 USA 1,103 2,485 1,261 5,170 Rest of World 1,117 1,217 2,101 2,592 ------- ------- ------- ------- 3,250 4,945 5,308 10,417 ======= ======= ======= ======= Page 61 BP p.l.c. AND SUBSIDIARIES CAPITAL EXPENDITURE AND ACQUISITIONS Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- ($ million) By business Exploration and Production UK 247 289 508 457 Rest of Europe 57 86 128 151 USA 1,077 1,243 2,244 2,170 Rest of World (a) 1,192 805 2,006 1,511 ------- ------- ------- ------- 2,573 2,423 4,886 4,289 ------- ------- ------- ------- Gas, Power and Renewables UK 5 6 21 14 Rest of Europe (b) 87 15 91 26 USA (c) 32 40 48 57 Rest of World 8 7 18 7 ------- ------- ------- ------- 132 68 178 104 ------- ------- ------- ------- Refining and Marketing UK 100 67 176 178 Rest of Europe (d) 2,556 114 5,288 161 USA 260 227 563 407 Rest of World 49 79 75 111 ------- ------- ------- ------- 2,965 487 6,102 857 ------- ------- ------- ------- Chemicals UK 17 63 25 129 Rest of Europe (e) 60 538 105 554 USA 55 96 97 174 Rest of World 38 69 131 125 ------- ------- ------- ------- 170 766 358 982 ------- ------- ------- ------- Other businesses and corporate (f) 267 52 319 101 ------- ------- ------- ------- 6,107 3,796 11,843 6,333 ======= ======= ======= ======= By geographical area UK 400 448 809 842 Rest of Europe 2,953 758 5,805 897 USA 1,467 1,628 2,998 2,838 Rest of World 1,287 962 2,231 1,756 ------- ------- ------- ------- 6,107 3,796 11,843 6,333 ======= ======= ======= ======= ------------ (a) Three months and six months ended June 30, 2002 included the acquisition of an additional interest in Sidanco. (b) Three months and six months ended June 30, 2002 included the acquisition of a 5% stake in Enagas. (c) Three months and six months ended June 30, 2001 included investment in Green Mountain Energy Company. (d) Three months and six months ended June 30, 2002 included the acquisition of 49% and 100% of Veba respectively. (e) Three months and six months ended June 30, 2001 included the acquisition of Bayer's 50% interest in Erdolchemie. (f) Three months and six months ended June 30, 2002 included the acquisition of the minority interest in Veba's upstream oil and gas assets. Page 62 BP p.l.c. AND SUBSIDIARIES SPECIAL ITEMS AND ACQUISITION AMORTIZATION BY SEGMENT (PRE-TAX) Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- ($ million) Special items Exploration and Production UK 82 - 132 - Rest of Europe - - - - USA 8 - 70 - Rest of World - - 15 - ------- ------- ------- ------- 90 - 217 - ------- ------- ------- ------- Gas, Power and Renewables UK - - - - Rest of Europe - - - - USA - - - - Rest of World - - - - ------- ------- ------- ------- - - - - ------- ------- ------- ------- Refining and Marketing UK - 28 - 43 Rest of Europe 23 64 49 90 USA (137) 4 (137) 8 Rest of World - 13 - 21 ------- ------- ------- ------- (114) 109 (88) 162 ------- ------- ------- ------- Chemicals UK 22 - 22 - Rest of Europe 16 - 18 - USA 5 - 35 - Rest of World - - - - ------- ------- ------- ------- 43 - 75 - ------- ------- ------- ------- Other businesses and corporate UK - - - - Rest of Europe - - - - USA - - - - Rest of World - - - - ------- ------- ------- ------- - - - - ------- ------- ------- ------- Total special items before interest 19 109 204 162 Interest - bond redemption charges - 50 - 60 ------- ------- ------- ------- Total 19 159 204 222 ======= ======= ======= ======= Acquisition amortization Exploration and Production UK 37 39 69 68 USA 268 420 549 826 Rest of World 36 32 68 67 ------- ------- ------- ------- 341 491 686 961 ------- ------- ------- ------- Refining and Marketing UK 100 98 197 202 USA 96 91 192 188 ------- ------- ------- ------- 196 189 389 390 ------- ------- ------- ------- Total 537 680 1,075 1,351 ======= ======= ======= ======= Page 63 BP p.l.c. AND SUBSIDIARIES RETURN ON AVERAGE CAPITAL EMPLOYED Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- ($ million) Replacement cost basis Replacement cost profit before exceptional items 1,293 2,648 2,217 5,649 Interest 314 441 647 887 Minority shareholders' interest 52 18 61 26 ------- ------- ------- ------- Adjusted replacement cost profit 1,659 3,107 2,925 6,562 ======= ======= ======= ======= Average capital employed 90,774 86,241 88,356 87,360 ROACE - replacement cost basis 7.3% 14.4% 6.6% 15.0% ------- ------- ------- ------- Pro forma basis Adjusted replacement cost profit 1,659 3,107 2,925 6,562 Acquisition amortization 537 680 1,075 1,351 Special items (post tax) 367 53 487 83 ------- ------- ------- ------- Adjusted replacement cost profit (pro forma basis) 2,563 3,840 4,487 7,996 ======= ======= ======= ======= Average capital employed 90,774 86,241 88,356 87,360 Average capital employed acquisition adjustement (a) 18,163 21,334 18,455 21,765 ------- ------- ------- ------- Average capital employed (pro forma basis) 72,611 64,907 69,901 65,595 ROACE - pro forma basis adjusted for special items 14.1% 23.7% 12.8% 24.4% Historical cost basis Historical cost profit (loss) after exceptional items 2,040 2,741 3,336 5,571 Interest 314 441 647 887 Minority shareholders' interest 46 18 86 26 ------- ------- ------- ------- Adjusted historical cost profit 2,400 3,200 4,069 6,484 ======= ======= ======= ======= Average capital employed 90,774 86,241 88,356 87,360 ROACE - historical cost basis after exceptionals 10.6% 14.8% 9.2% 14.8% ------------ (a) Acquisition adjustment refers to the fixed asset revaluation adjustments and goodwill consequent upon the ARCO and Burmah Castrol acquisitions. Page 64 BP p.l.c. AND SUBSIDIARIES NET DEBT RATIO Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- ($ million) Net debt ratio - net debt: net debt + equity Gross debt 21,409 20,498 21,409 20,498 Cash and current asset investments 1,569 1,666 1,569 1,666 ------- ------- ------- ------- Net debt 19,840 18,832 19,840 18,832 ------- ------- ------- ------- Equity 68,126 66,880 68,126 66,880 Net debt ratio 23% 22% 23% 22% ------- ------- ------- ------- Acquisition adjustment (a) 18,028 20,933 18,028 20,933 ------- ------- ------- ------- Net debt ratio - pro forma basis (b) 28% 29% 28% 29% ======= ======= ======= ======= --------------- (a) Acquisition adjustment refers to the fixed asset revaluation adjustments and goodwill consequent upon the ARCO and Burmah Castrol acquisitions. (b) Based on equity excluding the fixed asset revaluation adjustment and goodwill resulting from the ARCO and Burmah Castrol acquisitions. Page 65 BP p.l.c. AND SUBSIDIARIES REPLACEMENT COST OPERATING PROFIT ADJUSTED FOR NON-CASH CHARGES AND CERTAIN OTHER ITEMS Replacement cost operating profit adjusted for non-cash charges and certain other items essentially represents the Group's cash flow from operations (on a net of tax paid basis, tax is adjusted for the estimated effect of exceptional items and interest paid) excluding changes in working capital. BP is presenting this information as it gives a better insight into underlying cash flow from operating activities. This measure is derived from BP's UK GAAP accounting information but is not itself a recognised UK or US GAAP measure. Three months ended Six months ended June 30 June 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------ ---------------- ($ million) Replacement cost operating profit (RCOP) (reported) (a) 3,250 4,945 5,308 10,417 Depreciation and amounts provided (b) 2,227 2,130 4,380 4,297 Exploration expenditure written off 147 22 206 130 Dividends from joint ventures and associated undertakings less share of RCOP (115) (69) (237) (278) Dividends paid to minority shareholders (3) (5) (16) (5) Adjust provisions to cash basis (c) (48) 212 (117) 71 Adjust interest and other income to cash basis (d) (3) (38) (16) (42) ------- ------- ------- ------- 5,455 7,197 9,508 14,590 Tax paid adjusted for certain items* (869) (2,379) (1,446) (2,476) ------- ------- ------- ------- Adjusted RCOP after tax paid 4,586 4,818 8,062 12,114 ------- ------- ------- ------- * Calculation of tax paid adjusted for certain items Cash tax paid (927) (2,382) (1,372) (2,521) Tax charge on exceptional items 160 118 121 269 Tax shield assumption + (102) (115) (195) (224) ------- ------- ------- ------- (869) (2,379) (1,446) (2,476) ------- ------- ------- ------- + Calculation of tax shield assumption Interest paid (342) (384) (651) (745) Tax rate assumption (e) 30% 30% 30% 30% ------- ------- ------- ------- (102) (115) (195) (224) ------- ------- ------- ------- (a) Total replacement cost operating profit is before exceptional items, inventory holding gains and losses and interest expense. (b) Includes depreciation and amortization relating to the fixed asset revaluation adjustments and goodwill consequent upon the ARCO and Burmah Castrol acquisitions. (c) Calculated as the net of charge for provisions and utilization of provisions. (d) Calculated as interest and other income, less interest received and dividends received from the Group cash flow statement. (e) Deemed tax rate for tax shield adjustment is equal to the UK statutory tax rate. Page 66 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BP p.l.c. (Registrant) Dated: September 4, 2002 /s/ D. J. PEARL .............................. D. J. PEARL Deputy Company Secretary