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 September 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333-74414) OF BP p.l.c., AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 - SEPTEMBER 2002 Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------------- ---------------------------- ($ million) Turnover 49,054 43,580 128,999 137,401 ======== ======== ======== ======== Reconciliation of historical cost and pro forma results Historical cost profit for the period 2,835 1,588 6,171 7,159 Inventory holding (gains) losses (a) (305) 405 (1,278) 603 -------- -------- -------- -------- Replacement cost profit for the period (b) 2,530 1,993 4,893 7,762 Exceptional items, net of tax (1,769) (57) (1,915) (177) -------- -------- -------- -------- Replacement cost profit before exceptional items 761 1,936 2,978 7,585 Special items, net of tax (c) 556 79 1,027 222 Acquisition amortization (d) 977 630 2,052 1,981 -------- -------- -------- -------- Pro forma result adjusted for special items 2,294 2,645 6,057 9,788 ======== ======== ======== ======== Per Ordinary Share - cents Historical cost profit 12.65 7.09 27.53 31.89 Replacement cost profit before exceptional items 3.39 8.63 13.28 33.78 Pro forma result adjusted for special items 10.24 11.80 27.02 43.60 Dividends per Ordinary Share - cents 6.00 5.50 17.75 16.25 --------------- (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 third quarter trading environment was similar to a year ago for Exploration and Production but less favourable for Refining and Marketing. The nine months trading environment was significantly less favourable than a year ago for both businesses. Turnover for the three months and nine months ended September 30, 2002 was $49,054 million and $128,999 million respectively, compared with $43,580 million and $137,401 million for 2001. The increase in turnover for the third quarter primarily reflects volume increases in Refining and Marketing and Chemicals as a result of acquisitions and improved site reliability. Compared with a year ago, lower oil and gas prices in the nine months more than offset the effect of volume increases. Replacement cost profit before exceptional items (which excludes inventory holding gains and losses) was $761 million for the three months ended September 30, 2002, compared with $1,936 million for the equivalent period of 2001. For the nine months ended September 30, 2002, the replacement cost profit before exceptional items was $2,978 million compared with $7,585 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 presents 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 nine months ended September 30, 2002 was $2,294 million and $6,057 million respectively, compared with $2,645 million and $9,788 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 on pages 5 and 6. Acquisition amortization for the three months and nine months ended September 30, 2002 was $977 million (including $405 million accelerated depreciation of the revaluation adjustment in respect of the impairment of former ARCO assets) and $2,052 million, respectively, compared with $630 million and $1,981 million for the equivalent periods of 2001. Special items refer to non-recurring charges and credits. For the three months ended September 30, 2002, special items were $1,081 million ($556 million after tax), and comprised impairment charges and restructuring costs in Exploration and Production, an impairment charge in Gas, Power and Renewables, integration and certain other costs in Refining and Marketing, an impairment charge in Chemicals, and a provision to cover future rental payments on surplus leasehold office accommodation in Other Businesses and Corporate. For the third quarter of 2001, special items were $120 million ($79 million after tax), comprising Castrol integration costs, Erdolchemie rationalization costs and a bond redemption charge. Special items for the nine months ended September 30, 2002 were $1,285 million ($1,027 million after tax) compared with $282 million ($222 million after tax) in 2001. The special items for the nine months of both 2002 and 2001 are comprised of the same elements as those in the respective third quarter periods. In addition, the nine months of 2002 includes litigation costs in Exploration and Production, business interruption insurance proceeds in Refining and Marketing, Solvay and Erdolchemie integration costs and restructuring charges in Chemicals and an adjustment to the North Sea deferred tax balance for the supplementary UK corporation tax. The nine months of 2001 also includes rationalization costs in the European downstream commercial business. Underlying performance improvements were $0.8 billion before tax for the nine months of 2002. Performance improvements have been impacted by weaker than expected production. The total for the year is expected to be in the range of $1.2-$1.4 billion. 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 around 4% and 3% in the quarter and nine months respectively. Full year hydrocarbon production growth is expected to be about 3%. The historical cost profit for the three months ended September 30, 2002 was $2,835 million including inventory holding gains of $305 million and net exceptional gains of $1,794 million ($1,769 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 $1,588 million, after inventory holding losses of $405 million and including net exceptional gains of $184 million ($57 million after tax) in respect of net profits on the sale of fixed assets and businesses or termination of operations. For the nine months ended September 30, 2002, the historical cost profit was $6,171 million, including inventory holding gains of $1,278 million net of minority shareholders' interest and net exceptional gains of $2,061 million ($1,915 million after tax) in respect of net profits on the sale of fixed assets and businesses or termination of operations. For the nine months ended September 30, 2001, the historical cost profit was $7,159 million, after inventory holding losses of $603 million and including net exceptional gains of $573 million ($177 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 tables on pages 5 and 6 and discussed in the following pages on this basis. Interest expense for the three months and nine months ended September 30, 2002 was $300 million and $947 million respectively, compared with $369 million (including $2 million bond redemption charges) and $1,256 million (including $62 million bond redemption charges) in 2001 reflecting lower interest rates for both periods in 2002. Page 3 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued Net taxation, other than production taxes, charged for the three months and nine months ended September 30, 2002 was $713 million and $3,217 million respectively, compared with $1,540 million and $5,664 million in the equivalent period last year. The tax charge in respect of exceptional items was $25 million compared with $127 million for the third quarter of 2001. The effective tax rate on replacement cost profit before exceptional items was 47% and 50% respectively for the three months and nine months ended September 30, 2002, compared with 42% and 41% for the equivalent periods of 2001. The third quarter rate reflects the higher acquisition amortization charge in 2002, partly offset by the higher tax relief on asset impairment charges and related restructuring. The nine month rate also reflects higher acquisition amortization (and its rateably greater effect on lower pre-tax income in 2002), together with the $355 million charge in the second quarter to increase the North Sea deferred tax provision for the supplementary UK tax rate. Capital expenditure and acquisitions in the third quarter of 2002 was $3.2 billion, compared with $3.4 billion for the equivalent period in 2001. For the nine months ended September 30, 2002, capital expenditure and acquisitions was $15.0 billion, including $5.0 billion for the Veba purchase, compared with $9.7 billion in 2001. There were no significant acquisitions in the third quarter of 2002. Excluding acquisitions, capital expenditure for the nine months 2002 was $9.3 billion, and is on track for the upper end of the year's target range at around $13 billion. Disposal proceeds in the third quarter were $2.9 billion, including $2.3 billion from the sale of our investment in Ruhrgas, and $5.8 billion in the nine months. Net cash outflow for the three months ended September 30, 2002 was $0.5 billion, compared with an inflow of $0.9 billion for the equivalent period of 2001, as higher disposal proceeds were more than offset by the payment for the remaining interest in Veba and lower operating cash flow. For the nine months ended September 30, 2002, the net cash outflow was $1.1 billion compared with an inflow of $2.0 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 $4.4 billion and $13.1 billion for the three months and nine months ended September 30, 2002 respectively, compared with $5.0 billion and $16.9 billion in the equivalent periods in 2001. For the third quarter, lower profit before exceptional items and a net increase in working capital were partly offset by higher depreciation. For the nine months, lower profit was partly offset by higher depreciation. Net debt at September 30, 2002 was $21.0 billion. The ratio of net debt to net debt plus equity was 23% at September 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 29% at September 30, 2002 and 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. 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. 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. The return on average capital employed on a replacement cost basis for the three months ended September 30, 2002 was 5% compared with 11% for the equivalent period of 2001. For the nine months ended September 30, 2002, the return on average capital employed was 6% compared with 14% for 2001. The return on average capital employed on a historical cost basis was 14% for the third quarter and 11% for the nine months. For further information on the return on average capital employed calculation see page 66 of this report. BP announced a third quarterly dividend for 2002 of 6.0 cents per ordinary share. Holders of ordinary shares will receive 3.897 pence per share and holders of American Depositary Receipts (ADRs) $0.36 per ADS. The dividend is payable on December 9, 2002 to shareholders on the register on November 15, 2002. Participants in the Dividend Reinvestment Plan or the dividend reinvestment facility in the US Direct Access Plan will receive the dividend in the form of shares also on December 9, 2002. BP intends to continue to pay dividends in the future of around 60% of its replacement cost profit before exceptional items after adjusting for special items and acquisition amortization, adjusted to mid-cycle operating conditions. The target dividend payout ratio has been restated following adoption of FRS 19 on January 1, 2002 in order to maintain the substance of the existing financial framework. Page 4 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued The following tables provide a breakdown of pro forma results and reconcile those results to replacement cost operating profit by operating segment. Pro forma Reconciliation of replacement cost Replacement result profit (loss) to pro forma result cost Acquisition Special adjusted for adjusted for special items profit (loss) amortization(a) items(b) special items -------------- ------------- -------- ------------- ($ million) Three months ended September 30, 2002 Exploration and Production 1,572 775 703 3,050 Gas, Power and Renewables 57 - 30 87 Refining and Marketing 237 202 83 522 Chemicals 132 - 140 272 Other businesses and corporate (241) - 125 (116) ------ ------ ------ ------ Replacement cost operating profit 1,757 977 1,081 3,815 Interest expense (300) - - (300) Taxation (688) - (525) (1,213) Minority shareholders' interest (8) - - (8) ------ ------ ------ ------ Replacement cost profit before exceptional items 761 977 556 2,294 ------ ====== ====== ====== Exceptional items before tax 1,794 Taxation on exceptional items (25) ------ RC profit after exceptional items 2,530 Stock holding gains (losses) 305 ------ HC profit 2,835 ====== Three months ended September 30, 2001 Exploration and Production 2,627 443 - 3,070 Gas, Power and Renewables 125 - - 125 Refining and Marketing 990 187 112 1,289 Chemicals 105 - 8 113 Other businesses and corporate (117) - - (117) ------ ------ ------ ------ Replacement cost operating profit 3,730 630 120 4,480 Interest expense (369) - 2 (367) Taxation (1,413) - (43) (1,456) Minority shareholders' interest (12) - - (12) ------ ------ ------ ------ Replacement cost profit before exceptional items 1,936 630 79 2,645 ------ ====== ====== ====== Exceptional items before tax 184 Taxation on exceptional items (127) ------ RC profit after exceptional items 1,993 Stock holding gains (losses) (405) ------ HC profit 1,588 ====== --------------- (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 third quarter of 2002 include impairment charges and restructuring costs in Exploration and Production, an impairment charge in Gas, Power and Renewables, integration and certain other costs in Refining and Marketing, an impairment charge in Chemicals, and a provision to cover future rental payments on surplus leasehold office accommodation in Other Businesses and Corporate. The effective tax rate on special items was 49%, reflecting the tax relief expected on asset impairments in Exploration and Production and related restructuring. The special items for the third quarter of 2001 comprise Castrol integration costs, Erdoelchemie rationalization costs and a bond redemption charge; the taxation credit relating to these special items has been calculated using a tax rate of 35%. 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) Nine months ended September 30, 2002 Exploration and Production 5,958 1,461 920 8,339 Gas, Power and Renewables 282 - 30 312 Refining and Marketing 908 591 (5) 1,494 Chemicals 411 - 215 626 Other businesses and corporate (494) - 125 (369) ------ ------ ------ ------ Replacement cost operating profit 7,065 2,052 1,285 10,402 Interest expense (947) - - (947) Taxation (3,071) - (242)(c) (3,313) Minority shareholders' interest (69) - (16) (85) ------ ------ ------ ------ Replacement cost profit before exceptional items 2,978 2,052 1,027 6,057 ------ ====== ====== ====== Exceptional items before tax 2,061 Taxation on exceptional items (146) ------ RC profit after exceptional items 4,893 Stock holding gains (losses) 1,278 ------ HC profit 6,171 ====== Nine months ended September 30, 2001 Exploration and Production 10,720 1,404 - 12,124 Gas, Power and Renewables 386 - - 386 Refining and Marketing 3,194 577 274 4,045 Chemicals 195 - 8 203 Other businesses and corporate (348) - - (348) ------ ------ ------ ------ Replacement cost operating profit 14,147 1,981 282 16,410 Interest expense (1,256) - 62 (1,194) Taxation (5,268) - (122) (5,390) Minority shareholders' interest (38) - - (38) ------ ------ ------ ------ Replacement cost profit before exceptional items 7,585 1,981 222 9,788 ------ ====== ====== ====== Exceptional items before tax 573 Taxation on exceptional items (396) ------ RC profit after exceptional items 7,762 Stock holding gains (losses) (603) ------ HC profit 7,159 ====== --------------- (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 nine months of 2002 comprise impairment charges, restructuring and litigation costs for Exploration and Production; and an impairment charge in Gas, Power and Renewables; Veba and other European integration costs, business interruption insurance proceeds, costs related to a pipeline incident and settlement of a US MTBE supply contract in Refining and Marketing; Solvay and Erdolchemie integration costs and a writedown of our Indonesian manufacturing assets in Chemicals; and a provision to cover future rental payments on surplus leasehold office accommodation in Other businesses and corporate. The special items for the first nine months of 2001 comprise Burmah Castrol integration costs, rationalization costs in Erdoelchemie and the downstream European commercial business and bond redemption charges. The effective tax rate on the special items for 2002 was 46%, reflecting the tax relief expected on third quarter asset impairments in Exploration and Production and related restructuring. The effective tax rate on special items for 2001 was 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 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 Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ---------------------- ------------------------- Turnover - $m 6,220 6,335 18,397 22,893 Total replacement cost operating profit - $m 1,572 2,627 5,958 10,720 Results include: Exploration expense - $m 119 86 465 336 Of which: Exploration expenditure written off - $m 55 23 261 153 Key Statistics: Liquids(a) Average prices realized by BP - $/bbl 24.40 23.08 21.99 24.22 Production - mb/d 1,983 1,883 2,008 1,902 Natural gas Average prices realized by BP - $/mcf 2.25 2.49 2.32 3.66 Production - mmcf/d 8,482 8,319 8,631 8,587 Brent oil price - $/bbl 26.91 25.30 24.40 26.14 West Texas Intermediate oil price - $/bbl 28.26 26.72 25.40 27.77 Alaska North Slope US West Coast - $/bbl 27.26 24.05 24.06 25.01 Henry Hub gas price (b) - $/mmBtu 3.16 2.93 2.94 4.88 UK Gas - National Balancing Point - p/therm 12.74 17.07 14.53 22.17 --------------- (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 ended September 30, 2002 was $6,220 million compared with $6,335 million in the corresponding period in 2001, with the effect of higher production and oil price increases offset by lower gas prices. Turnover for the nine months ended September 30, 2002 was $18,397 million compared with $22,893 million for the corresponding period of 2001, with the effect of higher production more than offset by lower oil and natural gas prices. Replacement cost operating profit for the three months and nine months ended September 30, 2002 was $1,572 million and $5,958 million respectively, compared with $2,627 million and $10,720 million for the equivalent periods in 2001. The result for the third quarter 2002 includes special charges of $686 million and accelerated acquisition amortization of $405 million related to the impairments of Shearwater in the North Sea, Rhourde El Baguel in Algeria, LL652 and Boqueron in Venezuela, Pagerungan in Indonesia and Badami in Alaska, following full technical reassessments and evaluations of future investment opportunities. In addition, there were special restructuring charges of $17 million. The nine months 2002 also includes special charges of $217 million relating to significant restructuring to reposition the business in North America and the North Sea and litigation costs. The results also include depreciation and amortization arising from the fixed asset revaluation adjustments and goodwill consequent upon the ARCO acquisition in 2000 of $775 million and $1,461 million for the third quarter and nine months of 2002, including $405 million accelerated depreciation of the revaluation adjustment in respect of former ARCO assets included in the impairments described above, and $443 million and $1,404 million for the corresponding periods in 2001. Overall hydrocarbon production for the quarter at 3,445 mboe/d was up around 4% on a year ago reflecting new production from Alaska, Deep Water Gulf of Mexico, Trinidad, Angola and China and from our increased holding in Sidanco. These increases were partly offset by the impact of operational problems in the UK and USA and tropical storms in the Gulf of Mexico. During the quarter, King's Peak in the Gulf of Mexico and Trinidad LNG train 2 came on stream. Horn Mountain, Aspen, Princess and the Vietnam integrated gas project are expected to come on stream in the fourth quarter. 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) The third quarter result reflected an increase in liquids realizations of $1.32/bbl. There was some offset from the charge of $64 million for Unrealized Profit In Stock (UPIS) to remove the upstream margin from downstream inventories following price rises since the second quarter. There was a negligible UPIS effect in the equivalent quarter last year. Overall natural gas realizations were down by $0.24 per thousand cubic feet. North American natural gas realizations suffered from widening regional differentials to the Henry Hub marker caused by continued transportation capacity restrictions and weak local demand in the Rockies region. The nine months result at $5,958 million, down $4,762 million on a year ago, reflected the impact of significantly lower oil and gas prices and higher exploration expense, mainly due to the second quarter write-off of the Neptune project in the Gulf of Mexico, and a charge of $203 million for UPIS. These adverse factors were partly offset by volume growth and unit lifting cost reductions. Total hydrocarbon production for the nine months at 3,496 mboe/d was up 3% compared with a year ago. During the quarter BP participated in three discoveries: in Angola, the Plutao oil discovery in Block 31 (BP 26.7% and operator), offshore Trinidad, the Iron Horse gas discovery (BP 90% and operator) and in the Gulf of Mexico, the Great White prospect (BP 33%). 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 Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ---------------------- ------------------------ Turnover - $m 9,313 9,307 25,316 31,920 Total replacement cost operating profit - $m 57 125 282 386 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 nine months ended September 30, 2002 was $9,313 million and $25,316 million, compared with $9,307 million and $31,920 million for the same periods in 2001. Despite increased gas sales volumes, turnover was flat in the third quarter and decreased for the nine months due to lower natural gas prices, particularly in North America. Replacement cost operating profit for the three months and nine months ended September 30, 2002 was $57 million and $282 million respectively, compared with $125 million and $386 million a year ago. The result for the third quarter 2002 includes special charges of $30 million related to the impairment of a cogeneration power plant in the UK. The third quarter's marketing and trading result was down, despite a 15% increase in gas sales volumes, due to lower margins in North America and losses associated with the unscheduled shutdown of the UK/Belgium Interconnector. The NGL business result was up on a year ago due to improved margins. The result includes only one month of contribution from Ruhrgas due to the disposal of this investment during the third quarter. The nine months result reflects lower marketing and trading margins and a lower Ruhrgas contribution, partly offset by an improvement in the NGL business. During the quarter BP and its partners entered into two liquefied natural gas (LNG) agreements with China National Offshore Oil Corporation. The Australian North West Shelf consortium (BP 16.6%) was selected to supply up to 3.3 million tonnes a year to China's Guangdong terminal (BP 30%). In addition, an agreement was signed to supply LNG to the Fujian terminal from Indonesia's Tangguh natural gas project (BP 49.7%). The 25-year LNG Sales and Purchase Agreement will involve the supply of up to 2.6 million tonnes of LNG a year to Fujian. Both projects are due to start up in 2006 or 2007. Separately, a supply and purchase agreement has been signed with Qatar Liquefied Gas Company Ltd. (Qatargas) for the delivery of 750,000 tonnes of LNG per year to the Spanish market over a three year period. The first LNG cargo to Spain is scheduled for delivery in the third quarter of 2003. In North America, BP announced a multi-year agreement with Kinder Morgan that will provide BP with natural gas supply and gas transportation and storage facilities on Kinder Morgan's Texas intra-state pipeline systems. 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 Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ----------------------- ------------------------ Turnover - $m 35,634 30,925 92,393 93,705 Total replacement cost operating profit - $m 237 990 908 3,194 Total refined product sales - mb/d 6,911 6,546 6,630 6,125 Refinery throughputs - mb/d 3,154 3,003 3,084 2,958 Global Indicator Refining Margin (a) - $/bbl 1.98 3.83 1.90 4.62 --------------- (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 nine months ended September 30, 2002 was $35,634 million and $92,393 million respectively, compared with $30,925 million and $93,705 million, for the same periods in the prior year. The increase in turnover for the third quarter is due to volume increases from the Veba acquisition. The decrease in turnover for the nine months primarily reflects lower product prices, which more than offset volume increases from Veba. Results for Veba have been included from February 1, 2002. Replacement cost operating profit for the three months and nine months ended September 30, 2002 was $237 million and $908 million respectively. This compares with $990 million and $3,194 million in the corresponding periods of 2001. The results for the third quarter and nine months of 2002 include special charges of $83 million and a net credit to income for special items of $5 million respectively. For the third quarter 2002, special items include Veba and other European integration costs of $54 million, settlement costs associated with a pre-acquisition ARCO US MTBE supply contract of $22 million, and costs associated with an Olympic pipeline incident in 1999 of $7 million. Special items for the nine months also included business interruption proceeds of $184 million, partly offset by additional costs associated with the Olympic pipeline incident of $47 million and Veba integration costs of $49 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 $202 million and $591 million for the third quarter and nine months respectively, and $187 million and $577 million for the corresponding periods in 2001. Although not classified as a special item, the third quarter 2002 result also included a charge of $80 million in respect of environmental liabilities, following a reassessment of certain existing liabilities. Significantly lower refining margins are the primary reason for the decreases versus last year. Refining margins declined in the third quarter compared with the second quarter, reflecting high product inventories early in the quarter and pressure from higher crude prices. Retail margins for the quarter were lower than a year ago, particularly in the US, with the nine months similar to the prior year. Partly offsetting the poorer trading environment were the contributions from Veba and improved refining and marketing operational performance. Refining throughputs increased by 5% compared with the third quarter of 2001 due to the Veba acquisition and better availability; these factors more than offset the Yorktown, Mandan and Salt Lake City refinery divestments. Marketing volumes increased by 14%, largely due to Veba. Excluding Veba, marketing volumes were flat. Shop sales increased by 64%, primarily due to Veba. Excluding Veba, shop sales increased by 11%, reflecting the growing number of BP Connect stations and same store sales growth. During the quarter, BP opened an additional 13 BP Connect stations, primarily in the USA and UK, bringing the total number of BP Connect stations worldwide to 446. An additional 1,900 sites were reimaged in the third quarter, bringing the total number of sites with the BP Helios to some 8,800 worldwide. 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 Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ---------------------- ------------------------ Turnover - $m 3,720 3,272 9,946 9,034 Total replacement cost operating profit - $m 132 105 411 195 Production (a) - kte 6,880 5,970 20,379 16,668 Chemicals Indicator Margin (b) - $/te 115 (c) 114 101 (c) 109 --------------- (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 third quarter is based on two months' actual and one month of provisional data. Turnover for the three months and nine months ended September 30, 2002 was $3,720 million and $9,946 million respectively, compared with $3,272 million and $9,034 million for the equivalent periods in 2001. The increase in turnover for the third quarter and nine months primarily reflects higher production as a result of acquisitions, organic growth and improved site reliability. Replacement cost operating profit for the three months ended September 30, 2002, was $132 million, down from $203 million in the second quarter and up from $105 million a year ago. The results for the third quarter and nine months 2002 include special charges of $140 million and $215 million respectively. The special item for the third quarter 2002 is a writedown of our Indonesian manufacturing assets following a review of its immediate prospects and opportunities for future growth in a highly competitive regional market. Special items for the nine months 2002 also include Solvay and Erdoelchemie integration costs and costs related to restructuring our Research and Technology facilities and the closure of polypropylene capacity in the USA. The third quarter result, excluding special items, increased $159 million over a year ago, primarily reflecting a lower cost structure and the benefits of portfolio additions, restructuring and reliability improvements. The increase in the nine months result was due to volume growth through improved operations, organic growth and acquisitions, and lower costs, against a weaker margin environment. Chemicals production for the third quarter and nine months was up 15% and 22% respectively, as a result of the Solvay, Erdoelchemie and Veba transactions, new plants and improved reliability. During the quarter we completed the sale of two-thirds of our interest in the European ethylene pipeline company, ARG, in accordance with EU commission requirements in relation to the Veba acquisition. 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 Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ---------------------- ----------------------- Turnover - $m 108 138 379 403 Replacement cost operating profit (loss) - $m (241) (117) (494) (348) 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. The results for the third quarter and nine months 2002 include a special charge of $125 million for a provision to cover future rental payments on surplus leasehold office accommodation. EXCEPTIONAL ITEMS Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ---------------------- ----------------------- Profit (loss) on sale of fixed assets and businesses or termination of operations - $m 1,794 184 2,061 573 Taxation credit (charge) - $m (25) (127) (146) (396) ------- ------ ------ ----- Exceptional items after taxation - $m 1,769 57 1,915 177 ------- ------ ------ ----- Exceptional items for the third quarter include the profit on disposal of BP's Ruhrgas interest and an electronic payment system. OUTLOOK The world economy sustained its gradual recovery in the third quarter, and some modest growth is expected to continue in the fourth quarter, though the current environment has little upside and significant downside risks. BP's overall trading environment remained broadly at "mid-cycle" during the third quarter. Recent demand growth has been partly met by increased OPEC production, though quotas remain unchanged. Oil inventories are below normal seasonal levels. In the fourth quarter, assuming a normal seasonal demand increase and no material increase in OPEC production beyond high September levels, crude oil prices should remain around third quarter levels. Though storage levels for US natural gas remain high relative to seasonal norms, prices have strengthened recently. This reflects declining production and the expectation of firming seasonal demand. Refining margins have improved in recent weeks, and are now above the weak third quarter level, with commercial product inventories below the 1997-2001 average. Oil product inventories are likely to tighten further during the fourth quarter and should underpin margins. Average third quarter retail margins were broadly in line with the second quarter, though US margins came under pressure in the latter part of the quarter. Retail margins may come under further pressure in the fourth quarter reflecting a seasonal slowdown in demand and an increasingly competitive market. The Chemicals business environment has weakened in recent weeks with demand softening and margins under pressure from high feedstock prices. 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 third quarter and is likely to remain relatively stable around this level for the remainder of the year. Page 12 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - concluded 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 `Group Results' and 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, prolonged adverse weather 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 October 29, 2002, BP p.l.c. announced a third 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 $1,340 million in total. The record date for qualifying US resident holders of American Depositary Shares as well as holders of ordinary shares is November 15, 2002, with payment to be made on December 9, 2002. The dividend payable on December 9, 2002 entitles qualifying US ADS shareholders to a refund of the 1/9th UK tax credit (approximately $0.04) 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 $0.36, a gross dividend for tax purposes of $0.40 and a potential tax credit of $0.04 per ADS. A dividend reinvestment facility is available for holders of ADSs through JPMorgan Chase Bank (formerly known as Morgan Guaranty Trust Company). Participants in the dividend reinvestment facility included in the US Direct Access Plan will receive the dividend in the form of shares on December 9, 2002. Page 13 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 --------------------- --------------------- ($ million, except per share amounts) Turnover - Note 3 49,558 43,886 130,186 138,275 Less: joint ventures 504 306 1,187 874 ------- ------- ------- ------- Group turnover 49,054 43,580 128,999 137,401 Replacement cost of sales 43,940 37,208 112,670 115,102 Production taxes - Note 4 350 337 912 1,353 ------- ------- ------- ------- Gross profit 4,764 6,035 15,417 20,946 Distribution and administration expenses 3,214 2,678 9,028 7,842 Exploration expense - Note 5 119 86 465 336 ------- ------- ------- ------- 1,431 3,271 5,924 12,768 Other income 151 179 423 486 ------- ------- ------- ------- Group replacement cost operating profit 1,582 3,450 6,347 13,254 Share of profits of joint ventures 104 125 263 352 Share of profits of associated undertakings 71 155 455 541 ------- ------- ------- ------- Total replacement cost operating profit - Note 6 1,757 3,730 7,065 14,147 Profit (loss) on sale of fixed assets and businesses 1,794 184 2,061 573 or termination of operations - Note 7 ------- ------- ------- ------- Replacement cost profit before interest and tax - Note 6 3,551 3,914 9,126 14,720 Inventory holding gains (losses) - Note 8 305 (405) 1,303 (603) ------- ------- ------- ------- Historical cost profit before interest and tax 3,856 3,509 10,429 14,117 Interest expense - Note 9 300 369 947 1,256 ------- ------- ------- ------- Profit before taxation 3,556 3,140 9,482 12,861 Taxation - Note 10 713 1,540 3,217 5,664 ------- ------- ------- ------- Profit after taxation 2,843 1,600 6,265 7,197 Minority shareholders' interest 8 12 94 38 ------- ------- ------- ------- Profit for the period (a) 2,835 1,588 6,171 7,159 ======= ======= ======= ======= Earnings per ordinary share - cents (a) Basic 12.65 7.08 27.53 31.88 Diluted 12.59 7.03 27.39 31.68 ------- ------- ------- ------- Earnings per American depositary share - cents (a) Basic 75.90 42.48 165.18 191.28 Diluted 75.54 42.18 164.34 190.08 ------- ------- ------- ------- Average number of outstanding ordinary shares (thousands) 22,408,297 22,425,374 22,412,655 22,449,041 =========== =========== =========== =========== --------------- (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 September 30, 2002 December 31, 2001 (Unaudited) ----------------------- ----------------------- ($ million) Fixed assets Intangible assets 15,902 16,489 Tangible assets 85,521 77,410 Investments 11,646 11,963 ----------- ---------- 113,069 105,862 Current assets Inventories 9,917 7,631 Receivables 31,781 26,669 Investments 285 450 Cash at bank and in hand 1,005 1,358 ---------- ----------- 42,988 36,108 ---------- ----------- Current liabilities - falling due within one year Finance debt 10,582 9,090 Accounts payable and accrued liabilities 34,870 28,524 ---------- ----------- 45,452 37,614 ---------- ----------- Net current liabilities (2,464) (1,506) ----------- ---------- Total assets less current liabilities 110,605 104,356 Noncurrent liabilities Finance debt 11,694 12,327 Accounts payable and accrued liabilities 3,261 3,086 Provisions for liabilities and charges Deferred tax 13,391 11,702 Other 13,056 11,482 ---------- ----------- 41,402 38,597 ----------- ---------- Net assets 69,203 65,759 Minority shareholders' interest 556 598 ----------- ---------- BP shareholders' interest (a) - Note 14 68,647 65,161 =========== ========== Represented by: Capital shares Preference 21 21 Ordinary 5,594 5,608 Paid-in surplus 4,226 4,014 Merger reserve 27,029 26,983 Retained earnings 31,600 28,312 Other reserves 177 223 ----------- ---------- 68,647 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 Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 --------------------- --------------------- ($ million) Net cash inflow from operating activities 4,376 5,046 13,145 16,862 ------- ------- ------- ------- Dividends from joint ventures 30 26 129 92 ------- ------- ------- ------- Dividends from associated undertakings 96 155 303 424 ------- ------- ------- ------- Servicing of finance and returns on investments Interest received 63 23 168 173 Interest paid (218) (308) (869) (1,053) Dividends received 4 59 64 97 Dividends paid to minority shareholders (13) (11) (29) (16) ------- ------- ------- ------- Net cash outflow from servicing of finance and returns on investments (164) (237) (666) (799) ------- ------- ------- ------- Taxation UK corporation tax (206) (231) (560) (604) Overseas tax (455) (486) (1,473) (2,634) ------- ------- ------- ------- Tax paid (661) (717) (2,033) (3,238) ------- ------- ------- ------- Capital expenditure Payments for fixed assets (2,980) (2,933) (8,572) (8,526) Proceeds from the sale of fixed assets 488 824 1,744 1,750 ------- ------- ------- ------- Net cash outflow for capital expenditure (2,492) (2,109) (6,828) (6,776) ------- ------- ------- ------- Acquisitions and disposals Investments in associated undertakings (125) (139) (756) (407) Proceeds from sale of investment in Ruhrgas 2,338 - 2,338 - Acquisitions, net of cash acquired (2,607) (48) (4,296) (608) Net investment in joint ventures (23) (144) (137) (277) Proceeds from the sale of businesses 55 307 1,670 307 ------- ------- ------- ------- Net cash (outflow) inflow for acquisitions and disposals (362) (24) (1,181) (985) ------- ------- ------- ------- Equity dividends paid (1,346) (1,235) (3,924) (3,595) ------- ------- ------- ------- Net cash inflow (outflow) (523) 905 (1,055) 1,985 ======= ======= ======= ======= Financing (219) 630 (485) 1,827 Management of liquid resources (32) (44) (164) (146) Increase (decrease) in cash (272) 319 (406) 304 ------- ------- ------- ------- (523) 905 (1,055) 1,985 ======= ======= ======= ======= --------------- (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 - concluded Three months ended Nine months ended September 30 September 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 3,856 3,509 10,429 14,117 Depreciation and amounts provided 3,506 2,104 7,886 6,401 Exploration expenditure written off 55 23 261 153 Share of profits of joint ventures and associated undertakings (172) (278) (716) (891) Interest and other income (62) (116) (243) (346) (Profit) loss on sale of fixed assets and businesses (1,796) (184) (2,061) (573) Charge for provisions 332 115 826 821 Utilization of provisions (392) (263) (1,003) (898) Decrease (increase) in stocks (155) 135 (1,458) 122 Decrease (increase) in debtors (379) 2,216 (2,403) 748 Increase (decrease) in creditors (417) (2,215) 1,627 (2,792) ------- ------- ------- ------- Net cash inflow from operating activities 4,376 5,046 13,145 16,862 ======= ======= ======= ======= Financing Long-term borrowing (558) (7) (3,056) (1,029) Repayments of long-term borrowing 567 988 1,464 2,168 Short-term borrowing (1,627) (743) (5,879) (3,493) Repayments of short-term borrowing 704 40 6,414 3,167 ------- ------- ------- ------- (914) 278 (1,057) 813 Issue of ordinary share capital (55) (48) (178) (168) Repurchase of ordinary share capital 750 400 750 1,182 ------- ------- ------- ------- Net cash (inflow) outflow from financing (219) 630 (485) 1,827 ======= ======= ======= ======= --------------- (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. Page 18 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Restatement of comparative information (continued) Income statement Three months ended Nine months ended September 30, 2001 September 30, 2001 (Unaudited) (Unaudited) Restated Reported Restated Reported ------------------------- -------------------------- ($ million, except per share amounts) Turnover 43,886 43,886 138,275 138,275 Less: joint ventures 306 306 874 874 -------- -------- -------- -------- Group turnover 43,580 43,580 137,401 137,401 Replacement cost of sales 37,208 37,181 115,102 115,021 Production taxes 337 337 1,353 1,353 -------- -------- -------- -------- Gross profit 6,035 6,062 20,946 21,027 Distribution and administration expenses 2,678 2,678 7,842 7,842 Exploration expense 86 86 336 336 -------- -------- -------- -------- 3,271 3,298 12,768 12,849 Other income 179 179 486 486 -------- -------- -------- -------- Group replacement cost operating profit 3,450 3,477 13,254 13,335 Share of profits of joint ventures 125 125 352 352 Share of profits of associated undertakings 155 155 541 541 -------- -------- -------- -------- Total replacement cost operating profit (a) 3,730 3,757 14,147 14,228 Profit (loss) on sale of fixed assets and businesses or termination of operations 184 184 573 573 -------- -------- -------- -------- Replacement cost profit before interest and tax 3,914 3,941 14,720 14,801 Inventory holding gains (losses) (405) (405) (603) (603) -------- -------- -------- -------- Historical cost profit before interest and tax 3,509 3,536 14,117 14,198 Interest expense 369 369 1,256 1,256 -------- -------- -------- -------- Profit before taxation 3,140 3,167 12,861 12,942 Taxation 1,540 1,212 5,664 4,480 -------- -------- -------- -------- Profit after taxation 1,600 1,955 7,197 8,462 Minority shareholders' interest 12 15 38 47 -------- -------- -------- -------- Profit for the period 1,588 1,940 7,159 8,415 -------- -------- -------- -------- Distribution to shareholders 1,232 1,232 3,646 3,646 -------- -------- -------- -------- Earnings per ordinary share - cents Basic 7.08 8.66 31.88 37.48 Diluted 7.03 8.59 31.68 37.24 ======== ======== ======== ======== -------- (a) Total replacement cost operating profit, by business Exploration and Production 2,627 2,641 10,720 10,762 Gas, Power and Renewables 125 130 386 415 Refining and Marketing 990 1,003 3,194 3,233 Chemicals 105 105 195 195 Other businesses and corporate (117) (122) (348) (377) -------- -------- -------- -------- 3,730 3,757 14,147 14,228 ======== ======== ======== ======== 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 Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 --------------------------- --------------------------- ($ million) 3. Turnover (a) By business Exploration and Production 6,220 6,335 18,397 22,893 Gas, Power and Renewables 9,313 9,307 25,316 31,920 Refining and Marketing 35,634 30,925 92,393 93,705 Chemicals 3,720 3,272 9,946 9,034 Other businesses and corporate 108 138 379 403 ------- ------- ------- ------- 54,995 49,977 146,431 157,955 Less: sales between businesses 5,941 6,397 17,432 20,554 ------- ------- ------- ------- Group excluding joint ventures 49,054 43,580 128,999 137,401 Sales of joint ventures 504 306 1,187 874 ------- ------- ------- ------- 49,558 43,886 130,186 138,275 ======= ======= ======= ======= By geographical area UK 12,160 12,272 35,664 36,186 Rest of Europe 13,460 9,026 34,798 28,044 USA 22,880 21,375 57,808 68,657 Rest of World 8,537 8,006 23,556 26,626 ------- ------- ------- ------- 57,037 50,679 151,826 159,513 Less: sales between areas 7,983 7,099 22,827 22,112 ------- ------- ------- ------- 49,054 43,580 128,999 137,401 ======= ======= ======= ======= (a) Contracts for the sale and purchase of crude oil, refined products, natural gas and power, which are held for trading purposes and marked-to-market, that require delivery of the underlying commodity are reported on a gross basis. Page 20 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ---------------------- ----------------------- ($ million) 4 Production taxes UK petroleum revenue tax 92 80 245 453 Overseas production taxes 258 257 667 900 ----- ----- ----- ----- 350 337 912 1,353 ===== ===== ===== ===== 5 Exploration expense Exploration and Production UK 16 1 26 5 Rest of Europe 5 10 41 15 USA 53 41 228 174 Rest of World 45 34 170 142 ----- ----- ----- ----- 119 86 465 336 ===== ===== ===== ===== 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 Nine months ended September 30 September 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 (25) 3 407 280 Gas, Power and Renewables 1,585 - 1,584 (1) Refining and Marketing 262 247 248 453 Chemicals 11 (81) (134) (167) Other businesses and corporate (39) 15 (44) 8 ------ ------ ------ ------ Exceptional items before taxation 1,794 184 2,061 573 Taxation charge (25) (127) (146) (396) ------ ------ ------ ------ Exceptional items after taxation 1,769 57 1,915 177 ====== ====== ====== ====== Page 21 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ---------------------- --------------------- ($ million) 8. Inventory holding gains (losses) Exploration and Production 3 (1) 5 (1) Gas, Power and Renewables 2 (17) 10 (61) Refining and Marketing 311 (301) 1,250 (445) Chemicals (11) (86) 38 (96) ------ ------ ------ ------ 305 (405) 1,303 (603) Minority shareholders' interest - - 25 - ------ ------ ------ ------ 305 (405) 1,278 (603) ====== ====== ====== ====== 9 Interest expense Group interest payable (a) 250 292 778 1,022 Capitalized (27) (19) (67) (74) ------ ------ ------ ------ 223 273 711 948 Joint ventures 15 16 44 49 Associated undertakings 19 33 64 109 Unwinding of discount on provisions 43 47 128 150 ------ ------ ------ ------ 300 369 947 1,256 ====== ====== ====== ====== ------ (a) Includes charges relating to the early redemption of debt - 2 - 62 ------ ------ ------ ------ 10. Charge for taxation Current 463 1,206 2,036 4,581 Deferred (a) 250 334 1,181 1,083 ------ ------ ------ ------ 713 1,540 3,217 5,664 ====== ====== ====== ====== United Kingdom 235 244 1,070 766 Overseas 478 1,296 2,147 4,898 ------ ------ ------ ------ 713 1,540 3,217 5,664 ====== ====== ====== ====== ------ (a) Includes the adjustment to the North Sea deferred tax - - 355 - balance for the supplementary UK corporation tax of 10% ------ ------ ------ ------ 11. Reconciliation of replacement cost results Historical cost profit (loss) for the period 2,835 1,588 6,171 7,159 Inventory holding (gains) losses (a) (305) 405 (1,278) 603 ------ ------ ------ ------ Replacement cost profit for the period 2,530 1,993 4,893 7,762 Exceptional items (b) (1,769) (57) (1,915) (177) ------ ------ ------ ------ Replacement cost profit before exceptional items 761 1,936 2,978 7,585 ------ ------ ------ ------ Earnings per ordinary share - cents On replacement cost profit before exceptional items 3.39 8.63 13.28 33.78 ====== ====== ====== ====== ------ (a) Net of minority shareholders' interest - - (25) - (b) Net of tax charge 25 127 146 396 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 September 30, 2002 Group turnover - third parties 1,628 9,218 34,723 3,377 108 - 49,054 - sales between businesses 4,592 95 911 343 - (5,941) - ------------- ------------- ------------ ------------ ------------ --------------- --------- 6,220 9,313 35,634 3,720 108 (5,941) 49,054 ------------- ------------- ------------ ------------ ------------ --------------- --------- Share of sales by joint ventures 146 - 135 223 - - 504 ------------- ------------- ------------ ------------ ------------ --------------- --------- Equity accounted income 174 13 63 (88) 13 - 175 ------------- ------------- ------------ ------------ ------------ --------------- --------- Total replacement cost operating profit (loss) 1,572 57 237 132 (241) - 1,757 Exceptional items (25) 1,585 262 11 (39) - 1,794 Inventory holding gains (losses) 3 2 311 (11) - - 305 ------------- ------------- ------------ ------------ ------------ --------------- --------- Historical cost profit (loss) before interest and tax 1,550 1,644 810 132 (280) - 3,856 ------------- ------------- ------------ ------------ ------------ --------------- --------- Capital expenditure and acquisitions 2,240 107 605 180 48 - 3,180 Three months ended September 30, 2001 Group turnover - third parties 1,298 8,591 30,351 3,202 138 - 43,580 - sales between businesses 5,037 716 574 70 - (6,397) - ------------- ------------- ------------ ------------ ------------ --------------- --------- 6,335 9,307 30,925 3,272 138 (6,397) 43,580 ------------- ------------- ------------ ------------ ------------ --------------- --------- Share of sales by joint ventures 217 - 89 - - - 306 ------------- ------------- ------------ ------------ ------------ --------------- --------- Equity accounted income 124 27 80 23 26 - 280 ------------- ------------- ------------ ------------ ------------ --------------- --------- Total replacement cost operating profit (loss) 2,627 125 990 105 (117) - 3,730 Exceptional items 3 - 247 (81) 15 - 184 Inventory holding gains (losses) (1) (17) (301) (86) - - (405) ------------- ------------- ------------ ------------ ------------ --------------- --------- Historical cost profit (loss) before interest and tax 2,629 108 936 (62) (102) - 3,509 ------------- ------------- ------------ ------------ ------------ --------------- --------- Capital expenditure and acquisitions 2,419 87 442 350 65 - 3,363 Page 23 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 12. Business and geographical analysis (continued) Rest of Rest of By geographical area UK Europe USA World Eliminations Total ---------- --------- ---------- --------- ------------- ---------- ($ million) Three months ended September 30, 2002 Group turnover - third parties 8,316 11,095 22,770 6,873 - 49,054 - sales between areas 3,844 2,365 110 1,664 (7,983) - ---------- --------- ---------- --------- ------------- ---------- 12,160 13,460 22,880 8,537 (7,983) 49,054 ---------- --------- ---------- --------- ------------- ---------- Share of sales by joint ventures 3 197 78 226 - 504 ---------- --------- ---------- --------- ------------- ---------- Equity accounted income (1) 27 62 87 - 175 ---------- --------- ---------- --------- ------------- ---------- Total replacement cost operating profit (131) 620 672 596 - 1,757 Exceptional items (18) 1,672 161 (21) - 1,794 Inventory holding gains (losses) 43 128 105 29 - 305 ---------- --------- ---------- --------- ------------- ---------- Historical cost profit before interest and tax (106) 2,420 938 604 - 3,856 ---------- --------- ---------- --------- ------------- ---------- Capital expenditure and acquisitions 394 353 1,389 1,044 - 3,180 Three months ended September 30, 2001 Group turnover -third parties 8,975 6,864 21,297 6,444 - 43,580 -sales between areas 3,297 2,162 78 1,562 (7,099) - ---------- --------- ---------- --------- ------------- ---------- 12,272 9,026 21,375 8,006 (7,099) 43,580 ---------- --------- ---------- --------- ------------- ---------- Share of sales by joint ventures - - 49 257 - 306 ---------- --------- ---------- --------- ------------- ---------- Equity accounted income 3 38 80 159 - 280 ---------- --------- ---------- --------- ------------- ---------- Total replacement cost operating profit 552 512 1,555 1,111 - 3,730 Exceptional items (64) (8) 258 (2) - 184 Inventory holding gains (losses) (65) (111) (195) (34) - (405) ---------- --------- ---------- --------- ------------- ---------- Historical cost profit before interest and tax 423 393 1,618 1,075 - 3,509 ---------- --------- ---------- --------- ------------- ---------- Capital expenditure and acquisitions 541 181 1,564 1,077 - 3,363 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) Nine months ended September 30, 2002 Group turnover - third parties 4,965 24,347 89,866 9,442 379 - 128,999 - sales between businesses 13,432 969 2,527 504 - (17,432) - ------------- ------------- ------------ ------------ ------------ --------------- --------- 18,397 25,316 92,393 9,946 379 (17,432) 128,999 ------------- ------------- ------------ ------------ ------------ --------------- --------- Share of sales by joint ventures 378 - 314 495 - - 1,187 ------------- ------------- ------------ ------------ ------------ --------------- --------- Equity accounted income 426 105 165 (20) 42 - 718 ------------- ------------- ------------ ------------ ------------ --------------- --------- Total replacement cost operating profit (loss) 5,958 282 908 411 (494) - 7,065 Exceptional items 407 1,584 248 (134) (44) - 2,061 Inventory holding gains (losses) 5 10 1,250 38 - - 1,303 ------------- ------------- ------------ ------------ ------------ --------------- --------- Historical cost profit (loss) before interest and tax 6,370 1,876 2,406 315 (538) - 10,429 ------------- ------------- ------------ ------------ ------------ --------------- --------- Capital expenditure and acquisitions 7,126 285 6,707 538 367 - 15,023 Nine months ended September 30, 2001 Group turnover - third parties 7,050 29,654 91,442 8,852 403 - 137,401 - sales between businesses 15,843 2,266 2,263 182 - (20,554) - ------------- ------------- ------------ ------------ ------------ --------------- --------- 22,893 31,920 93,705 9,034 403 (20,554) 137,401 ------------- ------------- ------------ ------------ ------------ --------------- --------- Share of sales by joint ventures 543 - 331 - - - 874 ------------- ------------- ------------ ------------ ------------ --------------- --------- Equity accounted income 441 112 182 100 58 - 893 ------------- ------------- ------------ ------------ ------------ --------------- --------- Total replacement cost operating profit (loss) 10,720 386 3,194 195 (348) - 14,147 Exceptional items 280 (1) 453 (167) 8 - 573 Inventory holding gains (losses) (1) (61) (445) (96) - - (603) ------------- ------------- ------------ ------------ ------------ --------------- --------- Historical cost profit (loss) before interest and tax 10,999 324 3,202 (68) (340) - 14,117 ------------- ------------- ------------ ------------ ------------ --------------- --------- Capital expenditure and acquisitions 6,708 191 1,299 1,332 166 - 9,696 Page 25 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 12. Business and geographical analysis (concluded) Rest of Rest of By geographical area UK Europe USA World Eliminations Total ---------- --------- ---------- --------- ------------- ---------- ($ million) Nine months ended September 30, 2002 Group turnover -third parties 24,900 28,724 56,411 18,964 - 128,999 -sales between areas 10,764 6,074 1,397 4,592 (22,827) - ---------- --------- ---------- --------- ------------- ---------- 35,664 34,798 57,808 23,556 (22,827) 128,999 ---------- --------- ---------- --------- ------------- ---------- Share of sales by joint ventures 107 323 181 576 - 1,187 ---------- --------- ---------- --------- ------------- ---------- Equity accounted income (4) 138 191 393 - 718 ---------- --------- ---------- --------- ------------- ---------- Total replacement cost operating profit 903 1,532 1,933 2,697 - 7,065 Exceptional items (51) 1,637 534 (59) - 2,061 Inventory holding gains (losses) 101 310 804 88 - 1,303 ---------- --------- ---------- --------- ------------- ---------- Historical cost profit before interest and 953 3,479 3,271 2,726 - 10,429 tax ---------- --------- ---------- --------- ------------- ---------- Capital expenditure and acquisitions 1,203 6,158 4,387 3,275 - 15,023 Nine months ended September 30, 2001 Group turnover -third parties 26,168 22,025 67,772 21,436 - 137,401 -sales between areas 10,018 6,019 885 5,190 (22,112) - ---------- --------- ---------- --------- ------------- ---------- 36,186 28,044 68,657 26,626 (22,112) 137,401 ---------- --------- ---------- --------- ------------- ---------- Share of sales by joint ventures - - 236 638 - 874 ---------- --------- ---------- --------- ------------- ---------- Equity accounted income 5 162 222 504 - 893 ---------- --------- ---------- --------- ------------- ---------- Total replacement cost operating profit 2,293 1,426 6,725 3,703 - 14,147 Exceptional items (78) (7) 364 294 - 573 Inventory holding gains (losses) (98) (106) (376) (23) - (603) ---------- --------- ---------- --------- ------------- ---------- Historical cost profit before interest and 2,117 1,313 6,713 3,974 - 14,117 tax ---------- --------- ---------- --------- ------------- ---------- Capital expenditure and acquisitions 1,383 1,078 4,402 2,833 - 9,696 Page 26 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ----------------------- ------------------------ ($ million) 13. Analysis of changes in net debt Opening balance Finance debt 21,409 20,498 21,417 21,190 Less: Cash 1,284 1,103 1,358 1,170 Current asset investments 285 563 450 661 ------- -------- -------- ------- Opening net debt 19,840 18,832 19,609 19,359 ------- -------- -------- ------- Closing balance Finance debt 22,276 20,474 22,276 20,474 Less: Cash 1,005 1,438 1,005 1,438 Current asset investments 285 519 285 519 ------- -------- -------- ------- Closing net debt 20,986 18,517 20,986 18,517 ------- -------- -------- ------- (Increase) decrease in net debt (1,146) 315 (1,377) 842 ======= ======== ======== ======= Movement in cash/bank overdrafts (272) 319 (406) 304 (Decrease) increase in current asset investments (32) (43) (164) (145) Net cash (inflow) outflow from financing (excluding share capital) (914) 278 (1,057) 813 Partnership interests exchanged for BP loan notes - - 1,135 - Other movements 13 (102) 57 (20) Debt acquired - - (999) (47) ------- -------- -------- ------- Movements in net debt before exchange effects (1,205) 452 (1,434) 905 Exchange adjustments 59 (137) 57 (63) ------- -------- -------- ------- (Increase) decrease in net debt (1,146) 315 (1,377) 842 ======= ======== ======== ======= 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 6,171 Distribution to shareholders (3,977) Currency translation differences 1,864 Employee share schemes 178 Share buyback (750) ------- Balance at September 30, 2002 68,647 ======= 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 September 30, 2002 (Unaudited) -------------------------------------------- As US GAAP Increase (decrease) in caption heading Reported Reclassification Presentation -------------------------------------------- ($ million) Consolidated statement of income Other income 151 76 227 Share of profits of JVs and associated undertakings 175 (175) - Exceptional items before taxation 1,794 2 1,796 Inventory holding gains (losses) 305 - 305 Interest expense 300 (34) 266 Taxation 713 (63) 650 Profit for the period 2,835 - 2,835 Nine months ended September 30, 2002 (Unaudited) -------------------------------------------- As US GAAP Increase (decrease) in caption heading Reported Reclassification Presentation -------------------------------------------- ($ million) Consolidated statement of income Other income 423 421 844 Share of profits of JVs and associated undertakings 718 (718) - Exceptional items before taxation 2,061 - 2,061 Inventory holding gains (losses) 1,303 2 1,305 Interest expense 947 (108) 839 Taxation 3,217 (187) 3,030 Profit for the period 6,171 - 6,171 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 September 30, 2001 (Unaudited) -------------------------------------------- As US GAAP Increase (decrease) in caption heading Reported Reclassification Presentation -------------------------------------------- ($ million) Consolidated statement of income Other income 179 164 343 Share of profits of JVs and associated undertakings 280 (280) - Exceptional items before taxation 184 - 184 Inventory holding gains (losses) (405) 2 (403) Interest expense 369 (49) 320 Taxation 1,540 (65) 1,475 Profit for the period 1,588 - 1,588 Nine months ended September 30, 2001 (Unaudited) -------------------------------------------- As US GAAP Increase (decrease) in caption heading Reported Reclassification Presentation -------------------------------------------- ($ million) Consolidated statement of income Other income 486 524 1,010 Share of profits of JVs and 893 (893) - associated undertakings Exceptional items before taxation 573 1 574 Inventory holding gains (losses) (603) 1 (602) Interest expense 1,256 (158) 1,098 Taxation 5,664 (209) 5,455 Profit for the period 7,159 - 7,159 (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. Page 29 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (iii) Turnover In addition to the risk management activities related to equity crude disposal, refinery supply and marketing, BP's supply and trading organization undertakes trading in the full range of conventional derivative financial and commodity instruments and physical cargoes available in the oil markets. The Group also uses financial and commodity derivatives to manage certain of its exposures to price fluctuations on natural gas and power transactions. For BP's reporting under UK GAAP, contracts for the sale and purchase of crude oil, refined products, natural gas and power, which are held for trading purposes and marked-to-market, that are capable of physical settlement are reported on a gross basis as turnover for sales and cost of sales for purchases. The BP entities that engage in oil trading, natural gas trading and certain gas supply and marketing arrangements and power trading are categorized as energy trading activities as defined by FASB Emerging Issues Task Force (EITF) Abstract 98-10 'Accounting for Contracts Involved in Energy Trading and Risk Management Activities' and consequently all their activities are marked-to-market for the group's UK and US GAAP reporting. In June 2002, the EITF reached a consensus with regards to EITF Issue No. 02-3, 'Issues Involved in Accounting for Contracts Under EITF Issue No. 98-10, "Accounting for Contracts Involved in Energy Trading and Risk Management Activities"' (EITF 02-3). Under this consensus, among other things, all gains and losses (realized and unrealized) on energy trading contracts are shown net in the income statement, irrespective of whether the contract is physically or financially settled. The consensus is effective for financial statements issued for interim periods ending after July 15, 2002, with prior periods restated. The EITF is still discussing issues regarding the reporting of energy trading activities which could lead to further changes and amendments to the information disclosed by the Group. This change in accounting classification to accord with US GAAP has no impact on profit for the period or on BP shareholders' interest as adjusted to accord with US GAAP. The adjustments to Group turnover and replacement cost of sales for the three months and nine months ended September 30, 2002 and 2001 to accord with US GAAP are summarized below. Three months ended September 30, 2002 (Unaudited) -------------------------------------------- As US GAAP Increase (decrease) in caption heading Reported Reclassification Presentation -------------------------------------------- ($ million) Consolidated statement of income Group turnover 49,054 (14,456) 34,598 Replacement cost of sales 43,940 (14,456) 29,484 Profit for the period 2,835 - 2,835 Nine months ended September 30, 2002 (Unaudited) -------------------------------------------- As US GAAP Reported Reclassification Presentation -------------------------------------------- ($ million) Consolidated statement of income Group turnover 128,999 (38,225) 90,774 Replacement cost of sales 112,670 (38,225) 74,445 Profit for the period 6,171 - 6,171 Page 30 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (iii) Turnover (concluded) Three months ended September 30, 2001 (Unaudited) -------------------------------------------- As US GAAP Reported Reclassification Presentation -------------------------------------------- ($ million) Consolidated statement of income Group turnover 43,580 (14,241) 29,339 Replacement cost of sales 37,208 (14,241) 22,967 Profit for the period 1,588 - 1,588 Nine months ended September 30, 2001 (Unaudited) -------------------------------------------- As US GAAP Reported Reclassification Presentation -------------------------------------------- ($ million) Consolidated statement of income Group turnover 137,401 (42,775) 94,626 Replacement cost of sales 115,102 (42,775) 72,327 Profit for the period 7,159 - 7,159 (iv) 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. (v) 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. The adjustments to profit for the year and to BP shareholders' interest to accord with US GAAP are summarized below. Three months ended Nine months ended September 30 September 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) Replacement cost of sales 380 279 670 846 Taxation (321) (517) (495) (1,189) Profit for the period (59) 238 (175) 343 ======== ======== ======== ======== At At September 30, December 31, 2002 2001 (Unaudited) --------- ----------- ($ million) Tangible assets 6,948 7,032 Deferred taxation 6,882 6,789 BP shareholders' interest 66 243 ========= ======== Page 31 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (vi) 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 Nine months ended September 30 September 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) Replacement cost of sales 61 96 170 253 Interest expense (43) (47) (128) (150) Taxation (8) (20) (24) (68) Profit for the period (10) (29) (18) (35) ======== ======== ======== ======== At At September 30, December 31, 2002 2001 (Unaudited) --------- ----------- ($ million) Tangible assets (877) (785) Provisions 772 780 Deferred taxation (540) (511) BP shareholders' interest (1,109) (1,054) ======== ======== Page 32 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (vii)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. A further provision has been recognized in 2002 under UK GAAP, which has also 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 Nine months ended September 30 September 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) Replacement cost of sales (51) 8 (44) 45 Taxation 18 (4) 16 (2) Profit for the period 33 (4) 28 (43) ======== ======== ======== ======== At At September 30, December 31, 2002 2001 (Unaudited) --------- ----------- ($ million) Tangible assets 164 171 Other accounts payable and accrued liabilities 27 30 Provisions (116) (65) Finance debt 413 413 Deferred taxation (55) (73) BP shareholders' interest (105) (134) ======== ======== (viii)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 33 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (viii)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 Nine months ended September 30 September 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) Replacement cost of sales (334) (15) (977) (45) Taxation - - - - Profit for the period 334 15 977 45 ======== ======== ======== ======== At At September 30, December 31, 2002 2001 (Unaudited) --------- ----------- ($ million) Intangible assets (422) (1,414) Deferred taxation - - BP shareholders' interest (422) (1,414) ======== ======== Profit for the period, as adjusted to accord with US GAAP, for the three month and nine month periods ended September 30, 2001, adjusted to exclude amortization of goodwill no longer being amortized pursuant to SFAS 142 is shown below. Three months ended Nine months ended September 30, 2001 September 30, 2001 (Unaudited) (Unaudited) ------------------ ------------------ ($ million) Profit for the period as adjusted to accord with US GAAP, as reported 1,417 6,938 Add back goodwill amortization 295 916 ------- ------ Profit for the period as adjusted to accord with US GAAP, as adjusted 1,712 7,854 ------- ------ Per ordinary share - cents Basic - as reported 6.32 30.91 Adjustment 1.32 4.08 ------- ------ Basic - as adjusted 7.64 34.99 ------- ------ Diluted - as reported 6.29 30.71 Adjustment 1.31 4.05 ------- ------ Diluted - as adjusted 7.60 34.76 ------- ------ Per American Depositary Share - cents Basic - as reported 37.92 185.46 Adjustment 7.92 24.48 ------- ------ Basic - as adjusted 45.84 209.94 ------- ------ Diluted - as reported 37.74 184.26 Adjustment 7.86 24.30 ------- ------ Diluted - as adjusted 45.60 208.56 ------- ------ Page 34 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (viii)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 September 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 (261) - (53) (314) Other movements 219 225 275 719 ------------------------------------------- At September 30, 2002 5,292 9,678 510 15,480 =========================================== 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. (ix) 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 that 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 ($18 million after tax). Under US GAAP the fair values of derivative financial instruments are shown as current assets and liabilities as appropriate. The Group has a number of long-term natural gas contracts which have been in place for many years. The pricing structure for those contracts is not directly related to the market price of natural gas but to the price of other commodities or indices, such as fuel oil or consumer price indices. On the basis of SFAS 133 Implementation Issue C11, these contracts have been marked to market with effect from July 1, 2001. The adjustments to profit for the year and to BP shareholders' interest to accord with US GAAP are summarized below. Page 35 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (ix) Derivative financial instruments and hedging activities (concluded) Three months ended Nine months ended September 30 September 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) Replacement cost of sales 71 73 (896) 271 Taxation (14) (25) 332 (95) Profit for the period before cumulative effect of accounting change (57) (48) 564 (176) Cumulative effect of accounting change, net of taxation - (344) - (362) Profit for the period (57) (392) 564 (538) ======== ======== ======== ======== At At September 30, December 31, 2002 2001 (Unaudited) --------- ----------- ($ million) Accounts payable and accrued liabilities 142 1,038 Deferred taxation (31) (363) BP shareholders' interest (111) (675) ======== ======== (x) 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 ($157 million after tax). The adjustments to profit for the year and to BP shareholders' interest to accord with US GAAP are summarized below. Three months ended Nine months ended September 30 September 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2002 2001 2002 2001 -------------------- ---------------- ($ million) Replacement cost of sales 6 - 21 - Taxation (2) - (7) - Profit for the period (4) - (14) - ======== ======== ======== ======== At At September 30, December 31, 2002 2001 (Unaudited) --------- ----------- ($ million) Intangible assets 172 188 Accounts payable and accrued liabilities (52) (54) Deferred taxation 78 85 BP shareholders' interest 146 157 ======== ======== Page 36 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (xi) 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 September 30, December 31, 2002 2001 (Unaudited) --------- ----------- ($ million) Fixed assets - Investments (188) (266) BP shareholders' interest (188) (266) ======== ======== (xii)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 September 30, December 31, 2002 2001 (Unaudited) --------- ----------- ($ million) Other accounts payable and accrued liabilities (1,340) (1,288) BP shareholders' interest 1,340 1,288 ======== ======== (xiii)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 September 30, December 31, 2002 2001 (Unaudited) --------- ----------- ($ million) Fixed assets - Investments 169 (3) Deferred taxation 59 (1) BP shareholders' interest 110 (2) ======== ======== Page 37 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (xiv)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 September 30, December 31, 2002 2001 (Unaudited) --------- ----------- ($ million) Intangible assets 112 112 Other receivables falling due after more than one year (1,015) (1,015) year Noncurrent liabilities - accounts payable accrued liabilities 548 548 Deferred taxation (509) (509) BP shareholders' interest (942) (942) ======== ======== Page 38 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 Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001(a) 2002 2001(a) ------------------ ---------------- ($ million) Profit as reported in the consolidated statement of income 2,835 1,588 6,171 7,159 Adjustments: Deferred taxation/business combinations (v) (59) 238 (175) 343 Provisions (vi) (10) (29) (18) (35) Sale and leaseback (vii) 33 (4) 28 (43) Goodwill (viii) 334 15 977 45 Derivative financial instruments (ix) (57) (48) 564 (176) Gain arising on asset exchange (x) (4) - (14) - Other 2 1 8 7 ------ ------ ------ ------ 239 173 1,370 141 ------ ------ ------ ------ Profit for the period before cumulative effect of accounting change as adjusted to accord with US GAAP 3,074 1,761 7,541 7,300 Cumulative effect of accounting change: Derivative financial instruments (ix) - (344) - (362) ------ ------ ------ ------ Profit for the period as adjusted to accord with US GAAP 3,074 1,417 7,541 6,938 ======= ======= ======= ======= Profit for the period as adjusted: Per ordinary share - cents Basic - before cumulative effect of accounting change 13.72 7.85 33.64 32.52 Cumulative effect of accounting change - (1.53) - (1.61) ------ ------ ------ ------ 13.72 6.32 33.64 30.91 ------ ------ ------ ------ Diluted - before cumulative effect of accounting change 13.66 7.81 33.47 32.31 Cumulative effect of accounting change - (1.52) - (1.60) ------ ------ ------ ------ 13.66 6.29 33.47 30.71 ------ ------ ------ ------ Per American Depositary Share - cents (b) Basic - before cumulative effect of accounting change 82.32 47.10 201.84 195.12 Cumulative effect of accounting change - (9.18) - (9.66) ------ ------ ------ ------ 82.32 37.92 201.84 185.46 ------ ------ ------ ------ Diluted - before cumulative effect of accounting change 81.96 46.86 200.82 193.86 Cumulative effect of accounting change - (9.12) - (9.60) ------ ------ ------ ------ 81.96 37.74 200.82 184.26 ------ ------ ------ ------ Page 39 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued BP shareholders' interest September 30, 2002 December 31, 2001 (a) (Unaudited) -------------------------------------- ($ million) BP shareholders' interest as reported in the consolidated balance sheet 68,647 65,161 Adjustments: Deferred taxation/business combinations (v) 66 243 Provisions (vi) (1,109) (1,054) Sale and leaseback (vii) (105) (134) Goodwill (viii) (422) (1,414) Derivative financial instruments (ix) (111) (675) Gain arising on asset exchange (x) 146 157 Ordinary shares held for future awards to employees (xi) (188) (266) Dividends (xii) 1,340 1,288 Investments (xiii) 110 (2) Additional minimum pension liability (xiv) (942) (942) Other (47) (40) ------- ------- (1,262) (2,839) ------- ------- BP shareholders' interest as adjusted to accord with US GAAP 67,385 62,322 ======= ======= (a) The profit reported under UK GAAP for the three month and nine month periods ended September 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 Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------------ ----------------------- (shares thousands) Weighted average number of ordinary shares 22,408,297 22,425,374 22,412,655 22,449,041 Ordinary shares issuable under employee share schemes 96,998 133,365 113,159 141,945 ---------- ---------- ---------- ---------- 22,505,295 22,558,739 22,525,814 22,590,986 ========== ========== ========== ========== Page 40 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 Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001(a) 2002 2001(a) ------------------ ---------------- ($ million) Profit for the period as adjusted to accord with US GAAP 3,074 1,417 7,541 6,938 Currency translation differences 279 1,007 1,864 (592) Derivative financial instruments - (7) - 8 Net unrealized gain on investments (69) (195) 112 74 Additional minimum pension liability - - - - ------ ------ ------ ------ Comprehensive income 3,284 2,222 9,517 6,428 ====== ====== ====== ====== Accumulated other comprehensive income at September 30, 2002 and December 31, 2001 comprised losses of $3,758 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 41 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 Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ----------------- ----------------- ($ million) Operating activities Profit after taxation 2,843 1,600 6,265 7,197 Adjustments to reconcile profits after tax to net cash provided by operating activities Depreciation and amounts provided 3,506 2,104 7,886 6,401 Exploration expenditure written off 55 23 261 153 Share of profits of joint ventures and associated undertakings less dividends received 51 17 11 (8) (Profit) loss on sale of businesses and fixed assets (1,796) (184) (2,061) (573) Working capital movement (a) (1,002) 561 (2,323) (768) Deferred Taxation 250 334 1,181 1,083 Other (191) (151) (247) (53) ------- ------- ------- ------- Net cash provided by operating activities 3,716 4,304 10,973 13,432 ------- ------- ------- ------- Investing activities Capital expenditures (3,007) (2,952) (8,639) (8,600) Acquisitions, net of cash acquired (2,607) (48) (4,296) (608) Investment in associated undertakings (125) (139) (756) (407) Net investment in joint ventures (23) (144) (137) (277) Proceeds from disposal of assets 2,881 1,131 5,752 2,057 ------- ------- ------- ------- Net cash used in investing activities (2,881) (2,152) (8,076) (7,835) ------- ------- ------- ------- Financing activities Proceeds from shares issued (repurchased) (695) (352) (572) (1,014) Proceeds from long-term financing 558 7 3,056 1,029 Repayments of long-term financing (567) (988) (1,464) (2,168) Net decrease (increase) in short-term debt 923 703 (535) 326 Dividends paid - BP Shareholders (1,346) (1,235) (3,924) (3,595) - Minority shareholders (13) (11) (29) (16) ------- ------- ------- ------- Net cash used in financing activities (1,140) (1,876) (3,468) (5,438) ------- ------- ------- ------- Currency translation differences relating to cash and cash equivalents 26 15 53 (33) ------- ------- ------- ------- Increase (decrease) in cash and cash equivalents (279) 291 (518) 126 Cash and cash equivalents at beginning of period 1,569 1,666 1,808 1,831 ------- ------- ------- ------- Cash and cash equivalents at end of period 1,290 1,957 1,290 1,957 ======= ======= ======= ======= (a) Working capital: Inventories (increase) decrease (155) 135 (1,458) 122 Receivables (increase) decrease (345) 2,249 (2,479) 703 Current liabilities - excluding finance debt increase (decrease) (502) (1,823) 1,614 (1,593) ------- ------- ------- ------- (1,002) 561 (2,323) (768) ======= ======= ======= ======= Page 42 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued 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 nine month periods ended September 30, 2002 or on BP shareholders' interest, as adjusted to accord with US GAAP, at September 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. Contracts involved in energy trading activities: In October 2002, the EITF reached a consensus which rescinded EITF Issue No. 98-10, 'Accounting for Contracts Involved in Energy Trading and Risk Management Activities' (EITF 98-10). As a result of this consensus, all energy-related, non-derivative contracts (such as transportation, storage, tolling, and requirements contracts that do not meet the definition of a derivative) that are accounted for at fair value pursuant to EITF 98-10 will no longer be accounted for at fair value upon application of the consensus. Rather, such contracts will be accounted for as executory contacts on an accrual basis. The consensus is applicable for all contracts executed after October 25, 2002. Application of the consensus to existing contracts is required to be accounted for as a cumulative effect of a change in accounting principle effective for periods beginning after December 15, 2002. For BP's reporting under UK GAAP, energy-related non-derivative contracts associated with trading activities are marked to market with gains and losses recognized in the income statement. The Company has not yet determined the effect of adopting this consensus on its results of operations or shareholders' interest as adjusted to accord with US GAAP. Page 43 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - concluded 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 to IAS 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 44 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 September 30, 2002 Turnover 635 - 49,558 (635) 49,558 Less: Joint ventures - - 504 - 504 ------ ------ ------ ------ ------ Group turnover 635 - 49,054 (635) 49,054 Replacement cost of sales 427 - 44,159 (646) 43,940 Production taxes 49 - 301 - 350 ------ ------ ------ ------ ------ Gross profit 159 - 4,594 11 4,764 Distribution and administration expenses - 77 3,137 - 3,214 Exploration expense 3 - 116 - 119 ------ ------ ------ ------ ------ 156 (77) 1,341 11 1,431 Other income 5 192 92 (138) 151 ------ ------ ------ ------ ------ Group replacement cost operating profit 161 115 1,433 (127) 1,582 Share of profits of joint ventures - - 104 - 104 Share of profits of associated undertakings - - 71 - 71 Equity accounted income of subsidiaries 45 1,761 - (1,806) - ------ ------ ------ ------ ------ Total replacement cost operating profit 206 1,876 1,608 (1,933) 1,757 Profit (loss) on sale of fixed assets and businesses or termination of operations - 1,794 1,769 (1,769) 1,794 ------ ------ ------ ------ ------ Replacement cost profit before interest and tax 206 3,670 3,377 (3,702) 3,551 Inventory holding gains (losses) 4 305 305 (309) 305 ------ ------ ------ ------ ------ Historical cost profit before interest and tax 210 3,975 3,682 (4,011) 3,856 Interest expense 23 427 416 (566) 300 ------ ------ ------ ------ ------ Profit before taxation 187 3,548 3,266 (3,445) 3,556 Taxation 55 713 666 (721) 713 ------ ------ ------ ------ ------ Profit after taxation 132 2,835 2,600 (2,724) 2,843 Minority shareholders' interest - - 8 - 8 ------ ------ ------ ------ ------ Profit for the period 132 2,835 2,592 (2,724) 2,835 ====== ====== ====== ====== ====== Page 45 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 September 30, 2002 Profit as reported 132 2,835 2,592 (2,724) 2,835 Adjustments: Deferred taxation/business combinations (32) (59) (39) 71 (59) Provisions 10 (10) (20) 10 (10) Sale and leaseback - 33 33 (33) 33 Goodwill - 334 334 (334) 334 Derivative financial instruments - (57) (57) 57 (57) Gain arising on asset exchange - (4) (4) 4 (4) Other - 2 2 (2) 2 ------ ------ ------ ------ ------ Profit for the period as adjusted to accord with US GAAP 110 3,074 2,841 (2,951) 3,074 ====== ====== ====== ====== ====== Page 46 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 September 30, 2001 Turnover 300 - 43,886 (300) 43,886 Less: Joint ventures - - 306 - 306 ------ ------ ------ ------ ------ Group turnover 300 - 43,580 (300) 43,580 Replacement cost of sales 231 - 37,286 (309) 37,208 Production taxes 44 - 293 - 337 ------ ------ ------ ------ ------ Gross profit 25 - 6,001 9 6,035 Distribution and administration expenses - (2) 2,680 - 2,678 Exploration expense 5 - 81 - 86 ------ ------ ------ ------ ------ 20 2 3,240 9 3,271 Other income - 368 178 (367) 179 ------ ------ ------ ------ ------ Group replacement cost operating profit 20 370 3,418 (358) 3,450 Share of profits of joint ventures - - 125 - 125 Share of profits of associated undertakings - - 155 - 155 Equity accounted income of subsidiaries 337 3,714 - (4,051) - ------ ------ ------ ------ ------ Total replacement cost operating profit 357 4,084 3,698 (4,409) 3,730 Profit (loss) on sale of fixed assets and businesses or termination of operations - 184 184 (184) 184 ------ ------ ------ ------ ------ Replacement cost profit before interest and tax 357 4,268 3,882 (4,593) 3,914 Inventory holding gains (losses) (6) (405) (405) 411 (405) ------ ------ ------ ------ ------ Historical cost profit before interest and tax 351 3,863 3,477 (4,182) 3,509 Interest expense 8 735 741 (1,115) 369 ------ ------ ------ ------ ------ Profit before taxation 343 3,128 2,736 (3,067) 3,140 Taxation 45 1,540 1,581 (1,626) 1,540 ------ ------ ------ ------ ------ Profit after taxation 298 1,588 1,155 (1,441) 1,600 Minority shareholders' interest - - 12 - 12 ------ ------ ------ ------ ------ Profit for the period 298 1,588 1,143 (1,441) 1,588 ====== ====== ====== ====== ====== Page 47 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 September 30, 2001 Profit as reported 298 1,588 1,143 (1,441) 1,588 Adjustments: Deferred taxation/business combinations (4) 238 224 (220) 238 Provisions (1) (29) (29) 30 (29) Sale and leaseback - (4) (4) 4 (4) Goodwill - 15 15 (15) 15 Derivative financial instruments - (48) (48) 48 (48) Gain arising on asset exchange - - - - - Other - 1 1 (1) 1 ------ ------ ------ ------ ------ Profit for the period before cumulative effect of accounting change as adjusted to accord with US GAAP 293 1,761 1,302 (1,595) 1,761 Cumulative effect of accounting change: Derivative financial instruments - (344) (344) 344 (344) ------ ------ ------ ------ ------ Profit for the period as adjusted to accord with US GAAP 293 1,417 958 (1,251) 1,417 ====== ====== ====== ====== ====== Page 48 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) Nine months ended September 30, 2002 Turnover 1,729 - 130,122 (1,665) 130,186 Less: Joint ventures - - 1,187 - 1,187 ------ ------ ------ ------ ------ Group turnover 1,729 - 128,935 (1,665) 128,999 Replacement cost of sales 1,047 - 113,318 (1,695) 112,670 Production taxes 146 - 766 - 912 ------ ------ ------ ------ ------ Gross profit 536 - 14,851 30 15,417 Distribution and administration expenses - 403 8,625 - 9,028 Exploration expense 16 - 449 - 465 ------ ------ ------ ------ ------ 520 (403) 5,777 30 5,924 Other income 26 500 254 (357) 423 ------ ------ ------ ------ ------ Group replacement cost operating profit 546 97 6,031 (327) 6,347 Share of profits of joint ventures - - 263 - 263 Share of profits of associated undertakings - - 455 - 455 Equity accounted income of subsidiaries 145 7,201 - (7,346) - ------ ------ ------ ------ ------ Total replacement cost operating profit 691 7,298 6,749 (7,673) 7,065 Profit (loss) on sale of fixed assets and businesses or termination of operations - 2,898 2,873 (3,710) 2,061 ------ ------ ------ ------ ------ Replacement cost profit before interest and tax 691 10,196 9,622 (11,383) 9,126 Inventory holding gains (losses) 9 1,303 1,303 (1,312) 1,303 ------ ------ ------ ------ ------ Historical cost profit before interest and tax 700 11,499 10,925 (12,695) 10,429 Interest expense 63 1,274 1,176 (1,566) 947 ------ ------ ------ ------ ------ Profit before taxation 637 10,225 9,749 (11,129) 9,482 Taxation 232 3,217 3,018 (3,250) 3,217 ------ ------ ------ ------ ------ Profit after taxation 405 7,008 6,731 (7,879) 6,265 Minority shareholders' interest - - 94 - 94 ------ ------ ------ ------ ------ Profit for the period 405 7,008 6,637 (7,879) 6,171 ====== ====== ====== ====== Page 49 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) Nine months ended September 30, 2002 Profit as reported 405 7,008 6,637 (7,879) 6,171 Adjustments: Deferred taxation/business combinations (97) (175) (113) 210 (175) Provisions 9 (18) (27) 18 (18) Sale and leaseback - 28 28 (28) 28 Goodwill - 977 977 (977) 977 Derivative financial instruments - 564 564 (564) 564 Gain arising on asset exchange - (14) (14) 14 (14) Other - 8 8 (8) 8 ------ ------ ------ ------ ------ Profit for the period as adjusted to accord with US GAAP 317 8,378 8,060 (9,214) 7,541 ====== ====== ====== ====== ====== Page 50 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) Nine months ended September 30, 2001 Turnover 1,428 - 138,275 (1,428) 138,275 Less: Joint ventures - - 874 - 874 ------ ------ ------ ------ ------ Group turnover 1,428 - 137,401 (1,428) 137,401 Replacement cost of sales 753 - 115,801 (1,452) 115,102 Production taxes 153 - 1,200 - 1,353 ------ ------ ------ ------ ------ Gross profit 522 - 20,400 24 20,946 Distribution and administration expenses - 115 7,727 - 7,842 Exploration expense 17 - 319 - 336 ------ ------ ------ ------ ------ 505 (115) 12,354 24 12,768 Other income - 1,069 485 (1,068) 486 ------ ------ ------ ------ ------ Group replacement cost operating profit 505 954 12,839 (1,044) 13,254 Share of profits of joint ventures - - 352 - 352 Share of profits of associated undertakings - - 541 - 541 Equity accounted income of subsidiaries 610 14,207 - (14,817) - ------ ------ ------ ------ ------ Total replacement cost operating profit 1,115 15,161 13,732 (15,861) 14,147 Profit (loss) on sale of fixed assets and businesses or termination of operations 1 573 572 (573) 573 ------ ------ ------ ------ ------ Replacement cost profit before interest and tax 1,116 15,734 14,304 (16,434) 14,720 Inventory holding gains (losses) (12) (603) (603) 615 (603) ------ ------ ------ ------ ------ Historical cost profit before interest and tax 1,104 15,131 13,701 (15,819) 14,117 Interest expense 27 2,308 2,324 (3,403) 1,256 ------ ------ ------ ------ ------ Profit before taxation 1,077 12,823 11,377 (12,416) 12,861 Taxation 363 5,664 5,581 (5,944) 5,664 ------ ------ ------ ------ ------ Profit after taxation 714 7,159 5,796 (6,472) 7,197 Minority shareholders' interest - - 38 - 38 ------ ------ ------ ------ ------ Profit for the period 714 7,159 5,758 (6,472) 7,159 ====== ====== ====== ====== ====== Page 51 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 Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Nine months ended September 30, 2001 Profit as reported 714 7,159 5,758 (6,472) 7,159 Adjustments: Deferred taxation/business combinations 20 343 322 (342) 343 Provisions (3) (35) (32) 35 (35) Sale and leaseback - (43) (43) 43 (43) Goodwill - 45 45 (45) 45 Derivative financial instruments - (176) (176) 176 (176) Gain arising on asset exchange - - - - - Other - 7 7 (7) 7 ------ ------ ------ ------ ------ Profit for the period before cumulative effect of accounting change as adjusted to accord with US GAAP 731 7,300 5,881 (6,612) 7,300 Cumulative effect of accounting change: Derivative financial instruments - (362) (362) 362 (362) ------ ------ ------ ------ ------ Profit for the period as adjusted to accord with US GAAP 731 6,938 5,519 (6,250) 6,938 ====== ====== ====== ====== ====== Page 52 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 Balance sheet (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) At September 30, 2002 Fixed assets Intangible assets 518 - 15,384 - 15,902 Tangible assets 6,391 - 79,130 - 85,521 Investments Subsidiaries - equity accounted basis 1,926 84,781 - (86,707) - Other - 191 11,455 - 11,646 ------ ------ ------ ------ ------ 1,926 84,972 11,455 (86,707) 11,646 ------ ------ ------ ------ ------ Total fixed assets 8,835 84,972 105,969 (86,707) 113,069 ------ ------ ------ ------ ------ Current assets Inventories 85 - 9,832 - 9,917 Receivables 16,970 22,661 52,454 (60,304) 31,781 Investments - - 285 - 285 Cash at bank and in hand (11) 3 1,013 - 1,005 ------ ------ ------ ------ ------ 17,044 22,664 63,584 (60,304) 42,988 ------ ------ ------ ------ ------ Current liabilities - falling due within one year Finance debt 1,874 - 10,527 (1,819) 10,582 Accounts payable and accrued liabilities 486 12,631 34,481 (12,728) 34,870 ------ ------ ------ ------ ------ Net current assets (liabilities) 14,684 10,033 18,576 (45,757) (2,464) ------ ------ ------ ------ ------ Total assets less current liabilities 23,519 95,005 124,545 (132,464) 110,605 Noncurrent liabilities Finance debt - - 11,694 - 11,694 Accounts payable and accrued liabilities 10,371 155 38,492 (45,757) 3,261 Provisions for liabilities and charges Deferred taxation 1,707 - 11,684 - 13,391 Other provisions 436 153 12,467 - 13,056 ------ ------ ------ ------ ------ Net assets 11,005 94,697 50,208 (86,707) 69,203 Minority shareholders' interest - - 556 - 556 ------ ------ ------ ------ ------ BP shareholders' interest 11,005 94,697 49,652 (86,707) 68,647 ====== ====== ====== ====== ====== 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 Balance sheet (continued) (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) At September 30, 2002 Capital and reserves Capital shares 1,050 5,615 - (1,050) 5,615 Paid in surplus 3,145 4,226 - (3,145) 4,226 Merger reserve - 26,332 697 - 27,029 Other reserves - 177 - - 177 Retained earnings 6,810 58,347 48,955 (82,512) 31,600 ------ ------ ------ ------ ------ 11,005 94,697 49,652 (86,707) 68,647 ====== ====== ====== ====== ====== 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 11,005 94,697 49,652 (86,707) 68,647 Adjustments: Deferred taxation/business combinations 106 66 (29) (77) 66 Provisions (179) (1,109) (932) 1,111 (1,109) Sale and leaseback - (105) (105) 105 (105) Goodwill - (422) (422) 422 (422) Derivative financial instruments - (111) (111) 111 (111) Gain arising on asset exchange - 146 146 (146) 146 Ordinary shares held for future awards to employees - (188) - - (188) Quarterly dividend - 1,340 - - 1,340 Investments - 110 110 (110) 110 Additional minimum pension liability - (942) (942) 942 (942) Other - (47) (47) 47 (47) ------ ------ ------ ------ ------ Shareholders' interest as adjusted to accord with US GAAP 10,932 93,435 47,320 (84,302) 67,385 ====== ====== ====== ====== ====== 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 Balance sheet (continued) (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 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 Balance sheet (concluded) (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 56 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 September 30, 2002 Net cash inflow (outflow) from operating activities 119 1,955 2,239 63 4,376 Dividends from joint ventures - - 30 - 30 Dividends from associated undertakings - - 96 - 96 Dividends from subsidiaries 11 - - (11) - Net cash inflow (outflow) from servicing of finance and returns on investments - 63 (164) (63) (164) Tax (paid) refund (29) (1) (631) - (661) Net cash inflow (outflow) for capital (139) 25 (2,378) - (2,492) expenditure and financial investment Net cash inflow (outflow) for acquisitions and disposals - - (362) - (362) Equity dividends paid - (1,346) (11) 11 (1,346) ------ ------ ------ ------ ------ Net cash inflow (outflow) (38) 696 (1,181) - (523) ====== ====== ====== ====== ====== Financing (33) 695 (881) - (219) Management of liquid resources - - (32) - (32) Increase (decrease) in cash (5) 1 (268) - (272) ------ ------ ------ ------ ------ (38) 696 (1,181) - (523) ====== ====== ====== ====== ====== The consolidated statement of cash flows presented in accordance with SFAS 95 is as follows: Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP Cash flow statement (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Net cash provided by (used in) operating activities 101 2,017 1,569 29 3,716 Net cash provided by (used in) investing activities (139) 25 (2,740) (27) (2,881) Net cash provided by (used in) financing activities 33 (2,041) 870 (2) (1,140) Currency translation differences relating to cash and cash equivalents - - 26 - 26 ------ ------ ------ ------ ------ Increase (decrease) in cash and cash equivalents (5) 1 (275) - (279) Cash and cash equivalents at beginning of period (6) 2 1,573 - 1,569 ------ ------ ------ ------ ------ Cash and cash equivalents at end of period (11) 3 1,298 - 1,290 ====== ====== ====== ====== ====== Page 57 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 September 30, 2001 Net cash inflow (outflow) from operating activities 163 1,027 3,857 (1) 5,046 Dividends from joint ventures - - 26 - 26 Dividends from associated undertakings - - 155 - 155 Dividends from subsidiaries - 97 - (97) - Net cash inflow (outflow) from servicing of finance and returns on investments - 370 (607) - (237) Tax (paid) refund (32) - (685) - (717) Net cash inflow (outflow) for capital expenditure and financial investment (197) 94 (2,006) - (2,109) Net cash inflow (outflow) for acquisitions and disposals - (1) (24) 1 (24) Equity dividends paid - (1,235) (97) 97 (1,235) ------ ------ ------ ------ ------ Net cash inflow (outflow) (66) 352 619 - 905 ====== ====== ====== ====== ====== Financing (99) 352 377 - 630 Management of liquid resources - - (44) - (44) Increase (decrease) in cash 33 - 286 - 319 ------ ------ ------ ------ ------ (66) 352 619 - 905 ====== ====== ====== ====== ====== The consolidated statement of cash flows presented in accordance with SFAS 95 is as follows: Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP Cash flow statement (continued) (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Net cash provided by (used in) operating activities 132 1,494 2,746 (68) 4,304 Net cash provided by (used in) investing activities (197) 93 (2,030) (18) (2,152) Net cash provided by (used in) financing activities 99 (1,587) (474) 86 (1,876) Currency translation differences relating to cash and cash equivalents - - 15 - 15 ------ ------ ------ ------ ------ Increase (decrease) in cash and cash equivalents 34 - 257 - 291 Cash and cash equivalents at beginning of period (34) - 1,700 - 1,666 ------ ------ ------ ------ ------ Cash and cash equivalents at end of period - - 1,957 - 1,957 ====== ====== ====== ====== ====== Page 58 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) Nine months ended September 30, 2002 Net cash inflow (outflow) from operating activities 334 3,440 8,445 926 13,145 Dividends from joint ventures - - 129 - 129 Dividends from associated undertakings - - 303 - 303 Dividends from subsidiaries 26 - - (26) - Net cash inflow (outflow) from servicing of finance and returns on investments - 189 (792) (63) (666) Tax (paid) refund (75) (2) (1,956) - (2,033) Net cash inflow (outflow) for capital (427) 7 (6,408) - (6,828) expenditure and financial investment Net cash inflow (outflow) for acquisitions and disposals - 863 (1,181) (863) (1,181) Equity dividends paid - (3,924) (26) 26 (3,924) ------ ------ ------ ------ ------ Net cash inflow (outflow) (142) 573 (1,486) - (1,055) ====== ====== ====== ====== ====== Financing (160) 573 (898) - (485) Management of liquid resources - - (164) - (164) Increase (decrease) in cash 18 - (424) - (406) ------ ------ ------ ------ ------ (142) 573 (1,486) - (1,055) ====== ====== ====== ====== ====== The consolidated statement of cash flows presented in accordance with SFAS 95 is as follows: Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP Cash flow statement (continued) (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Net cash provided by (used in) operating activities 285 3,627 6,143 918 10,973 Net cash provided by (used in) investing activities (427) 871 (7,604) (916) (8,076) Net cash provided by (used in) financing activities 160 (4,498) 872 (2) (3,468) Currency translation differences relating to cash and cash equivalents - - 53 - 53 ------ ------ ------ ------ ------ Increase (decrease) in cash and cash equivalents 18 - (536) - (518) Cash and cash equivalents at beginning of period (29) 3 1,834 - 1,808 ------ ------ ------ ------ ------ Cash and cash equivalents at end of period (11) 3 1,298 - 1,290 ====== ====== ====== ====== ====== Page 59 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 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) Nine months ended September 30, 2001 Net cash inflow (outflow) from operating activities 714 3,487 12,678 (17) 16,862 Dividends from joint ventures - - 92 - 92 Dividends from associated undertakings - - 424 - 424 Dividends from subsidiaries - 113 - (113) - Net cash inflow (outflow) from servicing of finance and returns on investments - 1,052 (1,851) - (799) Tax (paid) refund (345) (1) (2,892) - (3,238) Net cash inflow (outflow) for capital expenditure and financial investment (598) (26) (6,152) - (6,776) Net cash inflow (outflow) for acquisitions and disposals - (17) (985) 17 (985) Equity dividends paid - (3,595) (113) 113 (3,595) ------ ------ ------ ------ ------ Net cash inflow (outflow) (229) 1,013 1,201 - 1,985 ====== ====== ====== ====== ====== Financing (260) 1,015 1,072 - 1,827 Management of liquid resources - - (146) - (146) Increase (decrease) in cash 31 (2) 275 - 304 ------ ------ ------ ------ ------ (229) 1,013 1,201 - 1,985 ====== ====== ====== ====== ====== The consolidated statement of cash flows presented in accordance with SFAS 95 is as follows: Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP Cash flow statement (concluded) (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Net cash provided by (used in) operating activities 370 4,650 8,451 (39) 13,432 Net cash provided by (used in) investing activities (598) (43) (7,137) (57) (7,835) Net cash provided by (used in) financing activities 260 (4,609) (1,185) 96 (5,438) Currency translation differences relating to cash and cash equivalents - - (33) - (33) ------ ------ ------ ------ ------ Increase (decrease) in cash and cash equivalents 32 (2) 96 - 126 Cash and cash equivalents at beginning of period (32) 2 1,861 - 1,831 ------ ------ ------ ------ ------ Cash and cash equivalents at end of period - - 1,957 - 1,957 ====== ====== ====== ====== ====== Page 60 BP p.l.c. AND SUBSIDIARIES ENVIRONMENTAL INDICATORS Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------- -------------------- Average oil realizations (a) - $/bbl UK 26.26 24.34 23.74 25.33 USA 22.94 22.38 20.71 23.58 Rest of World 24.43 22.71 21.81 23.40 BP average 24.40 23.08 21.99 24.22 Brent oil price 26.91 25.30 24.40 26.14 West Texas Intermediate oil price 28.26 26.72 25.40 27.77 Alaska North Slope US West Coast 27.26 24.05 24.06 25.01 Average natural gas realizations - $/mcf UK 2.58 2.52 2.75 3.05 USA 2.34 2.63 2.41 4.68 Rest of World 1.99 2.27 1.99 2.73 BP average 2.25 2.49 2.32 3.66 Henry Hub gas price (b) ($/mmBtu) 3.16 2.93 2.94 4.88 UK Gas - National Balancing point (p/therm) 12.74 17.07 14.53 22.17 Global Indicator Refining Margins (c) - $/bbl Northwest Europe 1.28 1.74 0.66 2.48 US Gulf Coast 1.82 3.24 2.16 5.87 Midwest 3.27 7.20 3.03 7.20 US West Coast 3.54 8.17 4.47 9.40 Singapore 0.47 0.75 0.28 0.80 BP average 1.98 3.83 1.90 4.62 Chemicals Indicator Margin (d) - $/te 115(e) 114 101(e) 109 --------------- (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 Nine months ended September 30 September 30 US dollar/sterling exchange rates (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------- -------------------- Average rate for the period 1.55 1.44 1.48 1.44 Period-end rate 1.55 1.48 1.55 1.48 Page 61 BP p.l.c. AND SUBSIDIARIES OPERATING INFORMATION Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------- -------------------- Crude oil and natural gas liquids production (thousand barrels per day) (net of royalties) UK 414 457 459 480 Rest of Europe 107 96 106 95 USA 754 741 768 735 Rest of World 708 589 675 592 ------ ------ ------ ------ Total crude oil and liquids production 1,983 1,883 2,008 1,902 ====== ====== ====== ====== Natural gas production (million cubic feet per day) (net of royalties) UK 1,240 1,305 1,488 1,713 Rest of Europe 131 139 150 143 USA 3,450 3,577 3,525 3,531 Rest of World 3,661 3,298 3,468 3,200 ------ ------ ------ ------ Total natural gas production 8,482 8,319 8,631 8,587 ====== ====== ====== ====== Total production (a) (thousand barrels of oil equivalent per day) (net of royalties) UK 628 682 716 775 Rest of Europe 130 120 132 120 USA 1,349 1,358 1,376 1,344 Rest of World 1,339 1,157 1,273 1,144 ------ ------ ------ ------ Total production 3,446 3,317 3,497 3,383 ====== ====== ====== ====== Natural gas sales volumes (million cubic feet per day) UK 1,809 2,170 2,256 2,682 Rest of Europe 353 170 385 207 USA 9,332 8,692 8,841 8,403 Rest of World 9,556 7,331 9,155 7,191 ------ ------ ------ ------ Total natural gas sales volumes (b) 21,050 18,363 20,637 18,483 ====== ====== ====== ====== NGL sales volumes (thousand barrels per day) UK - - - - Rest of Europe - - - - USA 178 233 190 220 Rest of World 185 162 187 180 ------ ------ ------ ------ Total NGL sales volumes 363 395 377 400 ====== ====== ====== ====== --------------- (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 62 BP p.l.c. AND SUBSIDIARIES OPERATING INFORMATION - concluded Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------- -------------------- Oil sales volumes (thousand barrels per day) Refined products UK 258 269 248 266 Rest of Europe 1,604 1,058 1,441 1,055 USA 1,847 1,863 1,874 1,897 Rest of World 613 612 578 599 ------ ------ ------ ------ Total marketing sales 4,322 3,802 4,141 3,817 Trading/supply sales 2,589 2,744 2,489 2,308 ------ ------ ------ ------ Total refined product sales 6,911 6,546 6,630 6,125 Crude oil 3,648 4,680 4,458 4,431 ------ ------ ------ ------ Total oil sales 10,559 11,226 11,088 10,556 ====== ====== ====== ====== Refinery throughputs (thousand barrels per day) UK 394 414 387 347 Rest of Europe 956 646 905 654 USA 1,455 1,568 1,438 1,578 Rest of World 349 375 354 379 ------ ------ ------ ------ Total throughput 3,154 3,003 3,084 2,958 ====== ====== ====== ====== Chemicals production (thousand tonnes) UK 858 804 2,523 2,333 Rest of Europe 2,669 2,164 7,847 5,648 USA 2,570 2,299 7,754 6,664 Rest of World 783 703 2,255 2,023 ------ ------ ------ ------ Total production 6,880 5,970 20,379 16,668 ====== ====== ====== ====== Page 63 BP p.l.c. AND SUBSIDIARIES Total replacement cost operating profit Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------- -------------------- ($ million) By business Exploration and Production UK 185 729 1,561 2,853 Rest of Europe 213 188 537 604 USA 661 836 1,754 4,147 Rest of World 513 874 2,106 3,116 ------ ------ ------ ------ 1,572 2,627 5,958 10,720 ------ ------ ------ ------ Gas, Power and Renewables UK (66) 34 (63) 81 Rest of Europe 17 27 99 125 USA 28 82 16 193 Rest of World 78 (18) 230 (13) ------ ------ ------ ------ 57 125 282 386 ------ ------ ------ ------ Refining and Marketing UK (158) (51) (343) (278) Rest of Europe 236 222 624 535 USA 55 683 255 2,539 Rest of World 104 136 372 398 ------ ------ ------ ------ 237 990 908 3,194 ------ ------ ------ ------ Chemicals UK 6 (58) (35) (141) Rest of Europe 161 87 272 186 USA 54 59 161 71 Rest of World (89) 17 13 79 ------ ------ ------ ------ 132 105 411 195 ------ ------ ------ ------ Other businesses and corporate (241) (117) (494) (348) ------ ------ ------ ------ 1,757 3,730 7,065 14,147 ====== ====== ====== ====== By geographical area UK (131) 552 903 2,293 Rest of Europe 620 512 1,532 1,426 USA 672 1,555 1,933 6,725 Rest of World 596 1,111 2,697 3,703 ------ ------ ------ ------ 1,757 3,730 7,065 14,147 ====== ====== ====== ====== Page 64 BP p.l.c. AND SUBSIDIARIES CAPITAL EXPENDITURE AND ACQUISITIONS Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------- -------------------- ($ million) By business Exploration and Production UK 270 326 778 783 Rest of Europe 61 79 189 230 USA 980 1,123 3,224 3,293 Rest of World (a) 929 891 2,935 2,402 ------ ------ ------ ------ 2,240 2,419 7,126 6,708 ------ ------ ------ ------ Gas, Power and Renewables UK 7 37 28 51 Rest of Europe (b) 29 23 120 49 USA 52 15 100 72 Rest of World 19 12 37 19 ------ ------ ------ ------ 107 87 285 191 ------ ------ ------ ------ Refining and Marketing UK 56 89 232 267 Rest of Europe (c) 198 10 5,486 171 USA 298 281 861 688 Rest of World 53 62 128 173 ------ ------ ------ ------ 605 442 6,707 1,299 ------ ------ ------ ------ Chemicals UK 30 50 55 179 Rest of Europe (d) 58 69 163 623 USA 49 119 146 293 Rest of World 43 112 174 237 ------ ------ ------ ------ 180 350 538 1,332 ------ ------ ------ ------ Other businesses and corporate (e) 48 65 367 166 ------ ------ ------ ------ 3,180 3,363 15,023 9,696 ====== ====== ====== ====== By geographical area UK 394 541 1,203 1,383 Rest of Europe 353 181 6,158 1,078 USA 1,389 1,564 4,387 4,402 Rest of World 1,044 1,077 3,275 2,833 ------ ------ ------ ------ 3,180 3,363 15,023 9,696 ====== ====== ====== ====== ------------ (a) Nine months ended September 30, 2002 included the acquisition of an additional interest in Sidanco. (b) Nine months ended September 30, 2002 included the acquisition of a 5% stake in Enagas. (c) Nine months ended September 30, 2002 included the acquisition of 100% of Veba. (d) Nine months ended September 30, 2001 included the acquisition of Bayer's 50% interest in Erdolchemie. (e) Nine months ended September 30, 2002 included the acquisition of the minority interest in Veba's upstream oil and gas assets. Page 65 BP p.l.c. AND SUBSIDIARIES SPECIAL ITEMS AND ACQUISITION AMORTIZATION BY SEGMENT (PRE-TAX) Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------- -------------------- ($ million) Special items Exploration and Production UK 105 - 237 - Rest of Europe - - - - USA 115 - 185 - Rest of World 483 - 498 - ------ ------ ------ ------ 703 - 920 - ------ ------ ------ ------ Gas, Power and Renewables UK 30 - 30 - Rest of Europe - - - - USA - - - - Rest of World - - - - ------ ------ ------ ------ 30 - 30 - ------ ------ ------ ------ Refining and Marketing UK 16 18 16 61 Rest of Europe 38 33 87 123 USA 29 11 (108) 19 Rest of World - 50 - 71 ------ ------ ------ ------ 83 112 (5) 274 ------ ------ ------ ------ Chemicals UK - - 22 - Rest of Europe - 8 18 8 USA - - 35 - Rest of World 140 - 140 - ------ ------ ------ ------ 140 8 215 8 ------ ------ ------ ------ Other businesses and corporate UK 35 - 35 - Rest of Europe - - - - USA 90 - 90 - Rest of World - - - - ------ ------ ------ ------ 125 - 125 - ------ ------ ------ ------ Total special items before interest 1,081 120 1,285 282 Interest - bond redemption charges - 2 - 62 ------ ------ ------ ------ Total 1,081 122 1,285 344 ====== ====== ====== ====== Acquisition amortization Exploration and Production UK 378 42 447 110 USA 283 367 832 1,193 Rest of World 114 34 182 101 ------ ------ ------ ------ 775 443 1,461 1,404 ------ ------ ------ ------ Refining and Marketing UK 106 93 303 295 USA 96 94 288 282 ------ ------ ------ ------ 202 187 591 577 ------ ------ ------ ------ Total 977 630 2,052 1,981 ====== ====== ====== ====== Page 66 BP p.l.c. AND SUBSIDIARIES RETURN ON AVERAGE CAPITAL EMPLOYED Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------- -------------------- ($ million) Replacement cost basis Replacement cost profit before exceptional items 761 1,936 2,978 7,585 Interest 300 369 947 1,256 Minority shareholders' interest 8 12 69 38 ------ ------ ------ ------ Adjusted replacement cost profit 1,069 2,317 3,994 8,879 ====== ====== ====== ====== Average capital employed 90,507 87,892 89,328 87,874 ROACE - replacement cost basis 4.7% 10.5% 6.0% 13.5% ------ ------ ------ ------ Pro forma basis Adjusted replacement cost profit 1,069 2,317 3,994 8,879 Acquisition amortization 977 630 2,052 1,981 Special items (post tax) 556 77 1,043 160 ------ ------ ------ ------ Adjusted replacement cost profit (pro forma basis) 2,602 3,024 7,089 11,020 ====== ====== ====== ====== Average capital employed 90,507 87,892 89,328 87,874 Average capital employed acquisition adjustment (a) 17,581 20,673 18,008 21,504 ------ ------ ------ ------ Average capital employed (pro forma basis) 72,926 67,219 71,320 66,370 ROACE - pro forma basis adjusted for special items 14.3% 18.0% 13.3% 22.1% Historical cost basis Historical cost profit (loss) after exceptional items 2,835 1,588 6,171 7,159 Interest 300 369 947 1,256 Minority shareholders' interest 8 12 94 38 ------ ------ ------ ------ Adjusted historical cost profit 3,143 1,969 7,212 8,453 ====== ====== ====== ====== Average capital employed 90,507 87,892 89,328 87,874 ROACE - historical cost basis after exceptionals 13.9% 9.0% 10.8% 12.8% ------------ (a) Acquisition adjustment refers to the fixed asset revaluation adjustments and goodwill consequent upon the ARCO and Burmah Castrol acquisitions. Page 67 BP p.l.c. AND SUBSIDIARIES NET DEBT RATIO Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------- -------------------- ($ million) Net debt ratio - net debt: net debt + equity Gross debt 22,276 20,474 22,276 20,474 Cash and current asset investments 1,290 1,957 1,290 1,957 ------ ------ ------ ------ Net debt 20,986 18,517 20,986 18,517 ------ ------ ------ ------ Equity 69,203 67,931 69,203 67,931 Net debt ratio 23% 21% 23% 21% ------ ------ ------ ------ Acquisition adjustment (a) 17,134 20,412 17,134 20,412 ------ ------ ------ ------ Net debt ratio - pro forma basis (b) 29% 28% 29% 28% ====== ====== ====== ====== --------------- (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 68 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 Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2002 2001 2002 2001 ------------------- -------------------- ($ million) Replacement cost operating profit (RCOP) (reported) (a) 1,757 3,730 7,065 14,147 Depreciation and amounts provided (b) 3,506 2,104 7,886 6,401 Exploration expenditure written off 55 23 261 153 Dividends from joint ventures and associated undertakings less share of RCOP (49) (99) (286) (377) Dividends paid to minority shareholders (13) (11) (29) (16) Adjust provisions to cash basis (c) (60) (148) (177) (77) Adjust interest and other income to cash basis (d) 5 (34) (11) (76) ------ ------ ------ ------ 5,201 5,565 14,709 20,155 Tax paid adjusted for certain items* (702) (682) (2,148) (3,158) ------ ------ ------ ------ Adjusted RCOP after tax paid 4,499 4,883 12,561 16,997 ------ ------ ------ ------ * Calculation of tax paid adjusted for certain items Cash tax paid (661) (717) (2,033) (3,238) Tax charge on exceptional items 25 127 146 396 Tax shield assumption + (66) (92) (261) (316) ------ ------ ------ ------ (702) (682) (2,148) (3,158) ------ ------ ------ ------ + Calculation of tax shield assumption Interest paid (218) (308) (869) (1,053) Tax rate assumption (e) 30% 30% 30% 30% ------ ------ ------ ------ (66) (92) (261) (316) ------ ------ ------ ------ (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 69 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: November 4, 2002 /s/ D. J. PEARL .............................. D. J. PEARL Deputy Company Secretary Page 70