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 March 31, 2002 BP p.l.c. (Translation of registrant's name into English) BRITANNIC HOUSE, 1 FINSBURY CIRCUS, LONDON, EC2M 7BA, 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. 33-39075) OF BP AMERICA INC. AND BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 33-20338) OF BP AMERICA INC. AND BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 33-29102) OF THE STANDARD OIL COMPANY AND 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., AND THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-34968) OF BP p.l.c., AND THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-67206) OF BP p.l.c., 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333-74414) OF BP p.l.c., AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED. BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GROUP RESULTS JANUARY - MARCH 2002 Three months ended March 31 (Unaudited) 2002 2001 ------------------ Turnover - $m 36,290 45,412 Total replacement cost operating profit - $m 2,058 5,472 Replacement cost profit before exceptional items - $m 924 3,001 Replacement cost profit for the period - $m 854 3,068 Historical cost profit for the period - $m 1,296 2,830 Profit per Ordinary Share - cents 5.78 12.59 Dividends per Ordinary Share - cents 5.75 5.25 --------------- (a) For further information on replacement cost profit see Note 6 of Notes to Consolidated Financial Statements. The following discussion should be read in conjunction with the consolidated financial statements provided elsewhere in this Form 6-K and with the consolidated financial statements and related notes for the year ended December 31, 2001 included 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. BP has acquired a 51% interest in and has consolidated Veba Oil with effect from February 1, 2002. The reduction in turnover for the first quarter primarily reflects significant decreases in oil and natural gas prices. Replacement cost profit before exceptional items (which excludes inventory holding gains and losses) was $924 million for the three months ended March 31, 2002, compared with $3,001 million for the equivalent period of 2001. These results are after charging special items of $185 million ($120 million after tax) for the three months ended March 31, 2002, and $63 million ($40 million after tax) for the equivalent period of 2001. The results for the three months ended March 31, 2002 and 2001 are also after charging acquisition amortization of $538 million and $671 million, respectively. 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. The special charges for the three months ended March 31, 2002 comprised restructuring charges for Upstream and Chemicals, Veba, Solvay and Erdoelchemie integration costs and litigation costs. Those for the corresponding period of 2001 comprise Burmah Castrol integration costs, rationalization costs in the North European commercial and industrial business in Refining and Marketing and a bond redemption charge. The historical cost profit for the three months ended March 31, 2002 was $1,296 million including inventory holding gains of $473 million and after net exceptional losses of $109 million ($70 million after tax) in respect of net losses on the sale of fixed assets and businesses or termination of operations. For the equivalent period of 2001 there was a profit of $2,830 million after inventory holding losses of $238 million, and including net exceptional gains of $218 million ($67 million after tax) in respect of net profits on the sale of fixed assets and businesses or termination of operations. Interest expense for the three months ended March 31, 2002 was $333 million compared with $446 million (including $10 million relating to a bond redemption charge) in the equivalent period of 2001, primarily reflecting lower interest rates partly offset by higher net debt. Page 2 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued Net debt at March 31, 2002 was $22.9 billion. The ratio of net debt to net debt plus equity was 25% compared to 23% 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 32% at March 31, 2002 compared with 29% at December 31, 2001. In addition to reported debt, BP uses conventional off balance sheet sources of finance such as operating leases and associate and joint venture borrowing. The Group has access to significant sources of liquidity in the form of committed facilities and other funding through the capital markets. BP believes that, taking into account the substantial amounts of undrawn borrowing facilities available, the Group has sufficient working capital for foreseeable requirements. The net debt ratio and net cash outflow reflect the Veba acquisition in the first quarter of 2002. Cash inflows from Veba related disposals will provide a significant offset in the second quarter. Net taxation, other than production taxes, charged for the three months ended March 31, 2002 was $753 million compared with $2,168 million in the equivalent period last year. The first quarter 2002 included a tax credit of $39 million in respect of exceptional items compared with a tax charge of $151 million for the first quarter of 2001. The tax charge for the three months ended March 31, 2002 declined in line with the fall in reported profits compared with the same quarter last year. The effective tax rate on replacement cost profit before exceptional items was 46% for the three months ended March 31, 2002, compared with 40% for the equivalent period of 2001. The non-deductible acquisition amortization was similar in both periods, consequently the effective tax rate has risen from 40% to 46%. The changes to UK North Sea tax announced in the recent budget proposals, under which a supplementary charge would effectively increase the corporation tax rate from 30% to 40% and provision would be made for 100% first year allowances on capital expenditure, have no impact on first quarter results. If the budget proposals are enacted, the changes will be effective from April 17, 2002. This would increase the Group's tax charge rateably for the remainder of 2002 by around an estimated $200 million, representing around a 2% increase in the effective tax rate, on the basis of average oil prices experienced in the first quarter, and additionally a one-off charge of around an estimated $350 million would be made to increase the Group's deferred tax provision for the supplementary corporation tax. The cash impact for the remainder of 2002 would, it is anticipated, be broadly neutral, with accelerated capital allowances offsetting the impact of the tax rate increase. Capital expenditure and acquisitions in the first quarter of 2002 was $5.7 billion, including $2.6 billion for the Veba transaction, compared with $2.5 billion for the equivalent period in 2001. Excluding acquisitions, capital expenditure for the first quarter 2002 was $3.1 billion, consistent with our target of $12-13 billion for the year. Disposal proceeds were $0.3 billion, in line with expectations. Net cash outflow for the three months ended March 31, 2002 was $2.4 billion, including $1.5 billion for the acquisition of 51% of Veba, net of cash acquired, compared with an inflow of $3.2 billion for the equivalent period of 2001. Compared to a year ago, operating cash flow was lower and tax, capital and dividend payments were higher. Net cash inflow from operating activities was $3.6 billion for the three months ended March 31, 2002, compared with $6.7 billion in the equivalent period in 2001. The return on average capital employed on a replacement cost basis for the three months ended March 31, 2002 was 6% compared with 16% for the equivalent period of 2001. For further information on the return on average capital employed calculation see page 53 of this report. BP announced a first quarterly dividend for 2002 of 5.75 cents per ordinary share. Holders of ordinary shares will receive 4.051 pence per share and holders of American Depositary Receipts (ADRs) $0.345 per ADS. The dividend is payable on June 10, 2002 to shareholders on the register on May 17, 2002. Participants in the Dividend Reinvestment Plan or the dividend reinvestment facility in the US Direct Access Plan will receive the dividend in the form of shares also on June 10, 2002. BP intends to continue to pay dividends in the future of around 60% of its replacement cost profit before exceptional items after adjusting for special items and acquisition amortization, adjusted to mid-cycle operating conditions. Mid-cycle operating conditions reflect not only adjustments to hydrocarbon prices and margins, but also costs and capacity utilization, to levels which we would expect on average over the long term. The target dividend payout ratio has been restated following adoption of FRS 19 on January 1, 2002 in order to maintain the substance of the existing financial framework. Page 3 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued Owing to the significant acquisitions that took place in 2000, in addition to its reported results, BP is presenting pro forma results adjusted for special items in order to enable shareholders to assess current performance in the context of BP's past performance and against that of its competitors. The pro forma result is replacement cost profit before exceptional items excluding acquisition amortization as defined in footnote (a) below. The pro forma result, adjusted for special items, has been derived from BP's UK GAAP accounting information but is not in itself a recognized UK or US GAAP measure. Pro forma Reconciliation of reported result profit (loss) to pro forma result Acquisition Special adjusted for adjusted for special items Reported amortization(a) items(b) special items --------- ------------ ------- ------------- ($ million) Three months ended March 31, 2002 Exploration and Production 1,928 345 127 2,400 Gas, Power and Renewables 111 - - 111 Refining and Marketing 68 193 26 287 Chemicals 76 - 32 108 Other businesses and corporate (125) - - (125) --------- --------- --------- --------- Replacement cost operating profit 2,058 538 185 2,781 Interest expense (333) - - (333) Taxation (792) - (65) (857) Minority shareholders' interest (9) - - (9) --------- --------- --------- --------- Replacement cost profit before exceptional items 924 538 120 1,582 --------- ========= ========= --------- per ordinary share (cents) 4.12 7.06 ========= ========= Three months ended March 31, 2001 Exploration and Production 4,666 470 - 5,136 Gas, Power and Renewables 100 - - 100 Refining and Marketing 740 201 53 994 Chemicals 81 - - 81 Other businesses and corporate (115) - - (115) --------- --------- --------- --------- Replacement cost operating profit 5,472 671 53 6,196 Interest expense (446) - 10 (436) Taxation (2,017) - (23) (2,040) Minority shareholders' interest (8) - - (8) --------- --------- --------- --------- Replacement cost profit before exceptional items 3,001 671 40 3,712 --------- ========= ========= --------- per ordinary share (cents) 13.35 16.51 ========= ========= --------------- (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 quarter 2002 comprise restructuring charges for Upstream and Chemicals, Veba, Solvay and Erdoelchemie integration costs and litigation costs. The special items for the first quarter 2001 comprise Burmah Castrol integration costs, rationalization costs in the North European commercial and industrial business in Refining and Marketing and a bond redemption charge. The taxation credit relating to special items has been calculated using a tax rate of 35% (2001, 36.5%). Page 4 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 March 31 (Unaudited) 2002 2001 ------------------ Turnover - $m 5,638 9,117 Total replacement cost operating profit - $m 1,928 4,666 Results included: Exploration expense - $m 124 169 Of which: Exploration expenditure written off - $m 59 108 Key Statistics: Crude oil (a) Average prices realized by BP - $/bbl 18.77 24.80 Production - mb/d 1,989 1,937 Natural gas Average prices realized by BP - $/mcf 2.27 4.96 Production - mcf/d 8,746 8,895 Brent oil price - $/bbl 21.13 25.75 West Texas Intermediate oil price - $/bbl 21.54 28.71 Alaska North Slope US West Coast - $/bbl 19.76 24.93 Henry Hub gas price (b) - $/mmBtu 2.35 7.08 --------------- (a) Crude oil and natural gas liquids (b) Henry Hub First of the Month Index The reduction in turnover for the three months ended March 31, 2002 compared to the same quarter in 2001 reflects the lower oil and natural gas prices in the current quarter. Total replacement cost operating profit for the three months ended March 31, 2002 was $1,928 million compared with $4,666 million for the equivalent period in 2001. The result for the first quarter 2002 is after special charges of $127 million comprising severance and litigation costs. The severance costs reflect the significant restructuring which is underway to reposition the business in North America and the North Sea. The results are also after charging depreciation and amortization arising from the fixed asset revaluation adjustments and goodwill consequent upon the ARCO acquisition in 2000 of $345 million and $470 million for the first quarter of 2002 and 2001, respectively. Replacement cost operating profit for the quarter was significantly affected by lower oil and natural gas prices. Average liquids realizations declined by around $6 a barrel. In particular, US realizations were down over $7 a barrel, with WTI averaging close to Brent in the current quarter compared with a premium over Brent of close to $3 a barrel a year ago. Average natural gas realizations were down some $2.70 per thousand cubic feet. As US natural gas is sold on a first of the month basis, the improvement in the Henry Hub price late in the quarter has not benefited first quarter realizations. Production is on track to deliver 5.5% growth for the year with the overall growth being back-end loaded due to the timing of project start-ups. First quarter production of 3,497 mboe/d was up 0.75% on a year ago, reflecting the benefits of new start-ups at Northstar in Alaska, Tambar in Norway and Girassol in Angola as well as increased production in the Marlin and Pompano fields in the Gulf of Mexico. These more than offset the effects of OPEC quota reductions affecting our production in Abu Dhabi, Venezuela and Norway, abnormally warm weather in the UK (impacting gas liftings), and the sale of certain UK Southern North Sea assets in 2001, amounting in total to around 100 mboe/d. Liquids production increased by 2.7%, with gas production down around 1.7%. In mid April, the King field in the Gulf of Mexico came on stream, projected to be followed by other Gulf of Mexico fields, Princess in the second quarter, King's Peak in the third quarter and Horn Mountain in the fourth quarter. In addition, the second LNG train in Trinidad is expected to come on stream in the third quarter. In support of continued growth, capital expenditure for the quarter was $2.3 billion, $0.4 billion higher than last year. During the quarter, developments were approved for the Edfu oil discovery in Egypt and Viscount in the UK North Sea. In mid April, BP announced that it was acquiring an additional interest in Sidanco, an integrated Russian oil and gas company, for $375 million. This increases BP's interest to 25% plus one share, in line with its current voting rights. Page 5 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 March 31 (Unaudited) 2002 2001 ------------------ Turnover - $m 7,768 12,122 Total replacement cost operating profit - $m 111 100 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 ended March 31, 2002 was $7,768 million compared with $12,122 million for the same period in 2001. Despite increased gas sales volumes, turnover decreased due to substantially lower gas prices during the period, particularly in North America. Replacement cost operating profit for the three months ended March 31, 2002 was $111 million compared with $100 million for the same period in 2001. The result reflects higher profit from the NGL business, partly offset by lower profit from trading and marketing. NGL profit has increased, despite lower volumes, due to margins returning to more normal levels compared to the exceptionally low levels of a year ago. The trading and marketing result is down due to lower margins. BP Solar production was up over 30% on a year ago. Page 6 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 March 31 (Unaudited) 2002 2001 ------------------ Turnover - $m 24,889 28,523 Total replacement cost operating profit - $m 68 740 Total refined product sales - mb/d 6,500 5,953 Refinery throughputs - mb/d 2,994 2,911 Global Indicator Refining Margin (a) - $/bbl 1.64 4.25 --------------- (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 ended March 31, 2002 was $24,889 million compared with $28,523 million for the same period in the prior year. The decrease in turnover for the first quarter 2002 primarily reflects lower fuel prices. Replacement cost operating profit for the three months ended March 31, 2002 was $68 million, compared with $740 million a year ago. The result for the first quarter 2002 is after special charges of $26 million comprising Veba Oil integration costs. Special charges for the first quarter of 2001 comprise Burmah Castrol integration costs and rationalization costs in the North European commercial and industrial business. The results are also after charging depreciation and amortization arising from the fixed asset revaluation adjustments and goodwill consequent upon the ARCO and Burmah Castrol acquisitions in 2000 of $193 million and $201 million for the first quarter of 2002 and 2001, respectively. The first quarter 2002 result includes Veba Oil results from February 1. The decrease in replacement cost operating profit of $672 million reflects significantly lower worldwide refining margins and lower retail margins, particularly in the USA. Refining margins were down some 60% worldwide versus first quarter 2001 with significant drops in Europe and the USA where the majority of BP's refineries are located. US retail margins were down approximately 60% compared to a year ago and 80% compared to last quarter. Partially offsetting the lower margins were reduced operating costs that reflected decreased refinery fuel and electricity costs in the US and ongoing cost reduction programmes. Refining throughputs increased by 3% compared with the first quarter of 2001, due to the effect of the Veba acquisition, which more than offset the divestments of the Mandan, South Dakota and Salt Lake City, Utah, refineries in the USA. Marketing volumes increased by 5%, reflecting the impact of the Veba acquisition; excluding Veba, marketing sales were down approximately 3%, due to lower aviation and commercial sales. During the quarter, BP opened an additional 32 BP Connect stations, primarily in the USA and in London, England, bringing the total number of BP Connect stations worldwide to 371. An additional 300 sites were reimaged in the first quarter, bringing the total number of sites with the BP Helios to some 5,300 worldwide. In February, BP reached agreement to sell its Yorktown, Virginia refinery. The sale is expected to be completed in the second quarter. In addition, BP completed the sale of its network of 21 service stations in Japan to Japan Energy at the end of March. Also in February, Edinburgh, Scotland became the first city in the world where BP supplies both sulphur-free unleaded gasoline and sulphur-free diesel. The sulphur-free products will be available at 18 service stations in the Edinburgh area, supplied from the Grangemouth refinery. Page 7 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued CHEMICALS Three months ended March 31 (Unaudited) 2002 2001 ------------------ Turnover - $m 2,642 2,689 Total replacement cost operating profit - $m 76 81 Production (a) - kte 6,611 5,377 Chemicals Indicator Margin (b) - $/te 96(c) 106 --------------- (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 first quarter is based on two months' actuals and one month of provisional data. Turnover for the three months ended March 31, 2002 was $2,642 million, and was broadly flat compared with $2,689 million for the equivalent period in 2001. Replacement cost operating profit for the three months ended March 31, 2002, was $76 million, compared with $81 million for the equivalent period in 2001. The result for the first quarter 2002 is after special charges of $32 million related to major site restructuring and Solvay and Erdoelchemie integration. Excluding special charges, the result for the first quarter of 2002 reflects increased volumes due to 100% ownership of Erdoelchemie and the effect of the Solvay transaction and slightly lower fixed costs, partly offset by lower margins caused by higher feedstock prices, mainly in Europe. Chemicals production of 6,611 thousand tonnes in the first quarter was 1,234 thousand tonnes above the same quarter last year. Higher production was the result of improving demand and increased capacity from both new plants coming on stream and the Solvay, Erdoelchemie and Veba transactions. As part of the ongoing restructuring of our portfolio, we announced the closure of polypropylene capacity: one production line at Chocolate Bayou and the facility at Cedar Bayou, both in Texas, USA. We also announced the sale of parts of our plastics fabrication business as part of our overall plan to divest non-core businesses. Page 8 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 March 31 (Unaudited) 2002 2001 ------------------ Turnover - $m 135 127 Replacement cost operating profit - $m (125) (115) Other businesses and corporate comprises Finance, the Group's coal asset and aluminium asset, its investments in PetroChina and Sinopec, interest income and costs relating to corporate activities. EXCEPTIONAL ITEMS Three months ended March 31 (Unaudited) 2002 2001 ------------------ Profit (loss) on sale of fixed assets and businesses and termination of operations - $m (109) 218 Taxation credit (charge) - $m 39 (151) ------- ------- Exceptional items after taxation - $m (70) 67 ------- ------- Exceptional items for the first quarter of 2002 include the loss on closure of certain polypropylene facilities in Texas, USA. OUTLOOK Led by the USA, the world economy is showing signs of demand recovery following its recent growth pause. However, the margin environment for the downsteam and chemicals businesses remains challenging. Crude oil prices have risen since the end of February as the market tightens in response to OPEC's January production cuts and some recovery in demand. The risk of Middle East supply disruption is keeping the market volatile and providing some additional support to prices. The crude oil market is expected to be broadly balanced in the second quarter, with average realizations currently anticipated to be higher than in the first quarter. US natural gas prices have risen in line with higher oil prices despite the overhang of gas in storage. Evidence of a recovery in demand and reduced drilling activity impacting North American production is creating an expectation that inventories will reduce and that supply and demand will rebalance over the course of the year. For the second quarter, North American gas realizations are currently anticipated to be higher than in the first quarter. Upstream production growth in 2002 is projected to be biased towards the second half of the year. Scheduled 2002 second quarter production from both new and existing fields should see year-on-year second quarter production moving towards our annual 5.5% growth target - leaving us on track to meet our performance goal by the end of the year. During April refining margins recovered towards the levels seen in the fourth quarter of last year, with relative strength in the USA offset by continued weakness in Europe and Asia. The recovery in margins was driven by higher US gasoline refining margins as US gasoline stocks fell close to normal seasonal levels. More recently, higher crude prices and increased US product stocks have put pressure on refining margins, which have fallen back to the levels seen in the first quarter. We expect continued margin volatility . Since mid-March, US retail marketing margins have shown improvement from the extremely depressed levels earlier in the first quarter. European marketing margins have been under pressure recently due to product price increases, but are still above the second quarter of last year. On average, global second quarter marketing margins are currently anticipated to be similar to a year ago. Chemical margins remain depressed and vulnerable to increases in feedstock prices. There is, however, continued evidence of a pick-up in volumes. Capital expenditure is on track for the year's target of $12-13 billion, excluding acquisitions. The net debt ratio, which was above the mid point of the 25-35% range in the first quarter, following the Veba purchase, should move towards the middle of the range during the second quarter with the expected receipt of most of the proceeds from the sale of the Veba upstream assets. Page 9 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 'Outlook', with regard to trends in the trading environment, oil and gas prices and margins, inventory and product stock levels, capacity utilization, capital expenditure, working capital, profitability, results of operation, dividend payments, liquidity or financial position and statements regarding our targets 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, demand and pricing; political stability and economic growth in relevant areas of the world; development and use of new technology and successful partnering; the actions of competitors; natural disasters and other changes to business conditions; wars and acts of terrorism or sabotage; and other factors discussed elsewhere in this report. These and other factors may cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. Additional information, including information on factors which may affect BP's business, is contained in BP's Annual Report and Accounts for 2001 and in the Annual Report on Form 20-F for 2001 filed with the US Securities and Exchange Commission. 2001 DIVIDENDS On April 30, 2002, BP p.l.c. announced a first quarterly dividend for 2002 of 5.75 cents per ordinary share of 25 cents (ordinary shares), representing $0.345 per American Depositary Share (ADS) amounting to $1,290 million in total. The record date for qualifying US resident holders of American Depositary Shares as well as holders of ordinary shares is May 17, 2002, with payment to be made on June 10, 2002. The dividend payable on June 10, 2002 entitles qualifying US ADS shareholders to a refund of the 1/9th UK tax credit (approximately $0.038) attaching to the dividend less a UK withholding tax limited to the amount of the tax credit. The effect of these arrangements for ADS holders is currently a cash payment of $0.345, a gross dividend for tax purposes of $0.383 and a potential tax credit of $0.038 per ADS. A dividend reinvestment facility is available for holders of ADSs through JPMorgan Chase Bank (formerly known as Morgan Guaranty Trust Company). Participants in the dividend reinvestment facility included in the US Direct Access Plan will receive the dividend in the form of shares on June 10, 2002. Page 10 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME Three months ended March 31 (Unaudited) 2002 2001 ------------------ ($ million, except per share amounts) Turnover - Note 3 36,569 45,700 Less: joint ventures 279 288 ------- ------- Group turnover 36,290 45,412 Replacement cost of sales 31,553 37,188 Production taxes - Note 4 247 583 ------- ------- Gross profit 4,490 7,641 Distribution and administration expenses 2,691 2,526 Exploration expense - Note 5 124 169 ------- ------- 1,675 4,946 Other income 125 195 ------- ------- Group replacement cost operating profit 1,800 5,141 Share of profits of joint ventures 70 102 Share of profits of associated undertakings 188 229 ------- ------- Total replacement cost operating profit - Note 6 2,058 5,472 Profit (loss) on sale of fixed assets and businesses or termination of operations - Note 7 (109) 218 ------- ------- Replacement cost profit before interest and tax - Note 6 1,949 5,690 Inventory holding gains (losses) - Note 8 473 (238) ------- ------- Historical cost profit before interest and tax 2,422 5,452 Interest expense - Note 9 333 446 ------- ------- Profit before taxation 2,089 5,006 Taxation - Note 10 753 2,168 ------- ------- Profit after taxation 1,336 2,838 Minority shareholders' interest 40 8 ------- ------- Profit for the period (a) 1,296 2,830 ======= ======= Earnings per ordinary share - cents (a) Basic 5.78 12.59 Diluted 5.75 12.51 ------- ------- Earnings per American depositary share - cents (a) Basic 34.68 75.54 Diluted 34.50 75.06 ------- ------- Average number of outstanding ordinary shares (millions) 22,403 22,474 ======= ======= --------------- (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 11 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET March 31, 2002 December 31, 2001 (Unaudited) -------------- ----------------- ($ million) Fixed assets Intangible assets 16,089 16,489 Tangible assets 81,944 77,410 Investments 12,000 11,963 -------- -------- 110,033 105,862 Current assets Business held for resale 2,090 - Inventories 8,698 7,631 Receivables 28,784 26,669 Investments 286 450 Cash at bank and in hand 1,379 1,358 -------- -------- 41,237 36,108 -------- -------- Current liabilities - falling due within one year Finance debt 11,063 9,090 Accounts payable and accrued liabilities 31,648 28,524 -------- -------- 42,711 37,614 -------- -------- Net current assets (liabilities) (1,474) (1,506) -------- -------- Total assets less current liabilities 108,559 104,356 Noncurrent liabilities Finance debt 13,468 12,327 Accounts payable and accrued liabilities 3,137 3,086 Provisions for liabilities and charges Deferred tax 12,021 11,702 Other 12,452 11,482 -------- -------- 41,078 38,597 -------- -------- Net assets 67,481 65,759 Minority shareholders' interest 2,579 598 -------- -------- BP shareholders' interest (a) - Note 14 64,902 65,161 ======== ======== Represented by: Capital shares Preference 21 21 Ordinary 5,614 5,608 Paid-in surplus 4,100 4,014 Merger reserve 27,016 26,983 Retained earnings 27,961 28,312 Other reserves 190 223 -------- -------- 64,902 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 12 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS Three months ended March 31 (Unaudited) 2002 2001 ------------------ ($ million) Net cash inflow from operating activities 3,636 6,740 ------- ------- Dividends from joint ventures 83 12 ------- ------- Dividends from associated undertakings 53 110 ------- ------- Servicing of finance and returns on investments Interest received 48 91 Interest paid (309) (361) Dividends received 2 8 Dividends paid to minority shareholders (13) - ------- ------- Net cash outflow from servicing of finance and returns on investments (272) (262) ------- ------- Taxation UK corporation tax (187) (204) Overseas tax (258) 65 ------- ------- Tax paid (445) (139) ------- ------- Capital expenditure Payments for fixed assets (2,799) (2,577) Proceeds from the sale of fixed assets 317 694 ------- ------- Net cash outflow for capital expenditure (2,482) (1,883) ------- ------- Acquisitions and disposals Investments in associated undertakings (143) (120) Acquisitions, net of cash acquired (1,550) - Net investment in joint ventures (46) (61) Proceeds from the sale of businesses 31 - ------- ------- Net cash (outflow) inflow for acquisitions and disposals (1,708) (181) ------- ------- Equity dividends paid (1,288) (1,181) ------- ------- Net cash inflow (outflow) (2,423) 3,216 ======= ======= Financing (2,283) 2,866 Management of liquid resources (165) 302 Increase (decrease) in cash 25 48 ------- ------- (2,423) 3,216 ======= ======= --------------- (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 13 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS - continued Three months ended March 31 (Unaudited) 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 2,422 5,452 Depreciation and amounts provided 2,153 2,167 Exploration expenditure written off 59 108 Share of profits of joint ventures and associated undertakings (256) (331) Interest and other income (63) (103) (Profit) loss on sale of fixed assets and businesses 109 (218) Charge for provisions 169 165 Utilization of provisions (238) (306) Decrease (increase) in stocks (496) 358 Decrease (increase) in debtors (410) (1,069) Increase (decrease) in creditors 187 517 ------- ------- Net cash inflow from operating activities 3,636 6,740 ======= ======= Financing Long-term borrowing (1,746) (517) Repayments of long-term borrowing 234 146 Short-term borrowing (3,499) (161) Repayments of short-term borrowing 2,819 2,955 ------- ------- (2,192) 2,423 Issue of ordinary share capital (91) (56) Repurchase of ordinary share capital - 499 ------- ------- Net cash (inflow) outflow from financing (2,283) 2,866 ======= ======= --------------- (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 14 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 15 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Restatement of comparative information (continued) Income statement Restated Reported -------- -------- Three months ended March 31, 2001 ($ million, except per share amounts) Turnover Less: joint ventures 45,700 45,700 Group turnover 288 288 -------- -------- 45,412 45,412 Replacement cost of sales 37,188 37,161 Production taxes 583 583 -------- -------- Gross profit 7,641 7,668 Distribution and administration expenses 2,526 2,526 Exploration expense 169 169 -------- -------- 4,946 4,973 Other income 195 195 -------- -------- Group replacement cost operating profit 5,141 5,168 Share of profits of joint ventures 102 102 Share of profits of associated undertakings 229 229 -------- -------- Total replacement cost operating profit 5,472 5,499 Profit (loss) on sale of fixed assets and businesses or termination of operations 218 218 -------- -------- Replacement cost profit before interest and tax 5,690 5,717 Stock holding gains (losses) (238) (238) -------- -------- Historical cost profit before interest and tax 5,452 5,479 Interest expense 446 446 -------- -------- Profit before taxation 5,006 5,033 Taxation 2,168 1,718 -------- -------- Profit (loss) after taxation 2,838 3,315 Minority shareholders' interest 8 11 -------- -------- Profit (loss) for the period 2,830 3,304 ======== ======== Distribution to shareholders 1,178 1,178 -------- -------- Earnings per ordinary share - cents Basic 12.59 14.70 Diluted 12.51 14.61 ========= ======== Total replacement cost operating profit, by business Exploration and Production 4,666 4,680 Gas, Power and Renewables 100 112 Refining and Marketing 740 753 Chemicals 81 81 Other businesses and corporate (115) (127) -------- -------- 5,472 5,499 ======== ======== Page 16 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 ======== ======== Page 17 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued Three months ended March 31 (Unaudited) 2002 2001 ------------------ ($ million) 3. Turnover By business Exploration and Production 5,638 9,117 Gas, Power and Renewables 7,768 12,122 Refining and Marketing 24,889 28,523 Chemicals 2,642 2,689 Other businesses and corporate 135 127 ------- ------- 41,072 52,578 Less: sales between businesses 4,782 7,166 ------- ------- Group excluding joint ventures 36,290 45,412 Sales of joint ventures 279 288 ------- ------- 36,569 45,700 ======= ======= By geographical area UK 10,995 11,940 Rest of Europe 9,119 8,975 USA 15,265 22,491 Rest of World 6,984 9,691 ------- ------- 42,363 53,097 Less: Sales between areas 6,073 7,685 ------- ------- 36,290 45,412 ======= ======= 4. Production taxes UK petroleum revenue tax 63 238 Overseas production taxes 184 345 ------- ------- 247 583 ======= ======= 5. Exploration expense Exploration and Production UK 6 4 Rest of Europe 23 2 USA 42 93 Rest of World 53 70 ------- ------- 124 169 ======= ======= 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. 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. Page 18 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued Three months ended March 31 (Unaudited) 2002 2001 ------------------ ($ million) 7. Analysis of exceptional items Profit (loss) on sale of fixed assets and businesses or termination of operations Exploration and Production 5 (42) Gas, Power and Renewables - (1) Refining and Marketing (45) 265 Chemicals (60) (6) Other businesses and corporate (9) 2 ------- ------- Exceptional items before taxation (109) 218 Taxation (charge) credit 39 (151) ------- ------- Exceptional items after taxation (70) 67 ======= ======= 8. Inventory holding gains (losses) Exploration and Production 3 9 Gas, Power and Renewables 4 (11) Refining and Marketing 495 (243) Chemicals (29) 7 ------- ------- 473 (238) Minority shareholders' interest 31 - ------- ------- 442 (238) ======= ======= 9. Interest expense Group interest payable (a) 267 367 Capitalized (15) (34) ------- ------- 252 333 Joint ventures 14 20 Associated undertakings 24 40 Unwinding of discount on provisions 43 53 ------- ------- 333 446 ======= ======= (a)Includes charges relating to the early redemption of debt - 10 ------- ------- 10.Charge for taxation Current 533 1,735 Deferred 220 433 ------- ------- 753 2,168 ======= ======= United Kingdom 189 272 Overseas 564 1,896 ------- ------- 753 2,168 ======= ======= 11.Reconciliation of replacement cost results Historical cost profit (loss) for the period 1,296 2,830 Inventory holding (gains) losses net of minority shareholders' interest of $31 million (2001 nil) (442) 238 ------- ------- Replacement cost profit for the period 854 3,068 Exceptional items, net of a tax credit of $39 million (2001 charge $151 million) 70 (67) ------- ------- Replacement cost profit before exceptional items 924 3,001 ------- ------- Earnings per ordinary share - cents On replacement cost profit before exceptional items 4.12 13.35 ======= ======= Page 19 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 12. Business and geographical analysis Gas, Other Exploration Power Refining businesses By business and and and and Production Renewables Marketing Chemicals corporate Eliminations Total ----------- ---------- --------- --------- ---------- ------------ ----- ($ million) Three months ended March 31, 2002 Group turnover - third parties 2,091 7,313 24,221 2,530 135 - 36,290 - sales between businesses 3,547 455 668 112 - (4,782) - ------ ------ ------ ------ ------ ------ ------ 5,638 7,768 24,889 2,642 135 (4,782) 36,290 ------ ------ ------ ------ ------ ------ ------ Share of sales by joint ventures 95 - 77 107 - - 279 ------ ------ ------ ------ ------ ------ ------ Equity accounted income 125 54 51 11 17 - 258 ------ ------ ------ ------ ------ ------ ------ Total replacement cost operating profit (loss) 1,928 111 68 76 (125) - 2,058 Exceptional items 5 - (45) (60) (9) - (109) Inventory holding gains (losses) 3 4 495 (29) - - 473 ------ ------ ------ ------ ------ ------ ------ Historical cost profit (loss) before interest and tax 1,936 115 518 (13) (134) - 2,422 ------ ------ ------ ------ ------ ------ ------ Capital expenditure and acquisitions 2,313 46 3,137 188 52 - 5,736 Gas, Other Exploration Power Refining businesses By business and and and and Production Renewables Marketing Chemicals corporate Eliminations Total ----------- ---------- --------- --------- ---------- ------------ ----- ($ million) Three months ended March 31, 2001 Group turnover - third parties 3,498 11,333 27,818 2,636 127 - 45,412 - sales between businesses 5,619 789 705 53 - (7,166) - ------ ------ ------ ------ ------ ------ ------ 9,117 12,122 28,523 2,689 127 (7,166) 45,412 ------ ------ ------ ------ ------ ------ ------ Share of sales by joint ventures 195 - 93 - - - 288 ------ ------ ------ ------ ------ ------ ------ Equity accounted income 179 56 42 44 10 - 331 ------ ------ ------ ------ ------ ------ ------ Total replacement cost operating profit (loss) 4,666 100 740 81 (115) - 5,472 Exceptional items (42) (1) 265 (6) 2 - 218 Inventory holding gains (losses) 9 (11) (243) 7 - - (238) ------ ------ ------ ------ ------ ------ ------ Historical cost profit (loss) before interest and tax 4,633 88 762 82 (113) - 5,452 ------ ------ ------ ------ ------ ------ ------ Capital expenditure and acquisitions 1,866 36 370 216 49 - 2,537 Page 20 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 12. Business and geographical analysis (continued) By geographical area Rest of Rest of UK Europe USA World Eliminations Total ----- ------ ----- ------- ------------ ----- ($ million) Three months ended March 31, 2002 Group turnover - third parties 8,412 7,318 14,998 5,562 - 36,290 - sales between areas 2,583 1,801 267 1,422 (6,073) - ------ ------ ------ ------ ------ ------ 10,995 9,119 15,265 6,984 (6,073) 36,290 ------ ------ ------ ------ ------ ------ Share of sales by joint ventures 32 56 43 148 - 279 ------ ------ ------ ------ ------ ------ Equity accounted income - 61 55 142 - 258 ------ ------ ------ ------ ------ ------ Total replacement cost operating profit 530 386 158 984 - 2,058 Exceptional items (9) 10 (109) (1) - (109) Inventory holding gains (losses) 46 112 284 31 - 473 ------ ------ ------ ------ ------ ------ Historical cost profit before interest and tax 567 508 333 1,014 - 2,422 ------ ------ ------ ------ ------ ------ Capital expenditure and acquisitions 409 2,852 1,531 944 - 5,736 By geographical area Rest of Rest of UK Europe USA World Eliminations Total ----- ------ ----- ------- ------------ ----- ($ million) Three months ended March 31, 2001 Group turnover - third parties 8,564 7,004 21,950 7,894 - 45,412 - sales between areas 3,376 1,971 541 1,797 (7,685) - ------ ------ ------ ------ ------ ------ 11,940 8,975 22,491 9,691 (7,685) 45,412 ------ ------ ------ ------ ------ ------ Share of sales by joint ventures - - 87 201 - 288 ------ ------ ------ ------ ------ ------ Equity accounted income 12 82 64 173 - 331 ------ ------ ------ ------ ------ ------ Total replacement cost operating profit 927 485 2,685 1,375 - 5,472 Exceptional items 10 2 239 (33) - 218 Inventory holding gains (losses) (47) (75) (146) 30 - (238) ------ ------ ------ ------ ------ ------ Historical cost profit before interest and tax 890 412 2,778 1,372 - 5,452 ------ ------ ------ ------ ------ ------ Capital expenditure and acquisitions 394 139 1,210 794 - 2,537 Page 21 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued Three months ended March 31 (Unaudited) 2002 2001 ------------------ ($ million) 13.Analysis of changes in net debt Opening balance Finance debt 21,417 21,190 Less: Cash 1,358 1,170 Current asset investments 450 661 ------- ------- Opening net debt 19,609 19,359 ------- ------- Closing balance Finance debt 24,531 18,788 Less: Cash 1,379 1,188 Current asset investments 286 959 ------- ------- Closing net debt 22,866 16,641 ------- ------- (Increase) decrease in net debt (3,257) 2,718 ======= ======= Movement in cash/bank overdrafts 25 48 (Decrease) increase in current asset investments (165) 302 Net cash (inflow) outflow from financing (excluding share capital) (2,192) 2,423 Other movements 25 31 Debt acquired (999) - ------- ------- Movements in net debt before exchange effects (3,306) 2,804 Exchange adjustments 49 (86) ------- ------- (Increase) decrease in net debt (3,257) 2,718 ======= ======= 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 1,296 Distribution to shareholders (1,290) Currency translation differences (356) Employee share schemes 91 ------- Balance at March 31, 2002 64,902 ======= Page 22 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 associates and joint ventures necessary to accord with US GAAP. Three months ended March 31, 2002 (Unaudited) --------------------------------------------------- As US GAAP Increase (decrease) in caption heading Reported Reclassification Presentation -------------------------------------------------- ($ million) Consolidated statement of income Other income 125 153 278 Share of profits of JVs and associated undertakings 258 (258) - Exceptional items before taxation (109) - (109) Inventory holding gains (losses) 473 2 475 Interest expense 333 (38) 295 Taxation 753 (65) 688 Profit for the period 1,296 - 1,296 Three months ended March 31, 2001 (Unaudited) --------------------------------------------------- As US GAAP Reported Reclassification Presentation -------------------------------------------------- ($ million) Consolidated statement of income Other income 195 185 380 Share of profits of JVs and associated undertakings 331 (331) - Exceptional items before taxation 218 - 218 Inventory holding gains (losses) (238) - (238) Interest expense 446 (60) 386 Taxation 2,168 (86) 2,082 Profit for the year 2,830 - 2,830 Page 23 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (ii) Income statement The income statement prepared under UK GAAP shows sub-totals for replacement cost profit before interest and tax, historical cost profit before interest and tax and profit after taxation. These line items are not recognized under US GAAP. (iii)Exceptional items Under UK GAAP certain exceptional items are shown separately on the face of the income statement after operating profit. These items are profits or losses on the sale of fixed assets and businesses or sale or termination of operations and fundamental restructuring charges. Under US GAAP these items are classified as operating income or expenses. (iv) Deferred taxation/business combinations US GAAP requires the recognition of a deferred tax asset or liability for the tax effects of differences between the assigned values and the tax bases of assets acquired and liabilities assumed in a purchase business combination, whereas under UK GAAP no such deferred tax asset or liability is recognized. Under US GAAP the deferred tax asset or liability is amortized over the same period as the assets and liabilities to which it relates. The adjustments to profit for the year and to BP shareholders' interest to accord with US GAAP are summarized below. Three months ended March 31 (Unaudited) Increase (decrease) in caption heading 2002 2001 ------------------ ($ million) Replacement cost of sales 151 263 Taxation (94) (337) Profit for the year (57) 74 ======= ======= At March 31, At December 31, 2002 2001 (Unaudited) ------------ -------------- ($ million) Tangible assets 7,417 7,032 Deferred taxation 7,233 6,789 BP shareholders' interest 184 243 ======= ======= Page 24 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (v) Provisions UK GAAP requires provisions for decommissioning, environmental liabilities and onerous contracts to be determined on a discounted basis if the effect of the time value of money is material. Unwinding of 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 March 31 (Unaudited) Increase (decrease) in caption heading 2002 2001 ------------------ ($ million) Replacement cost of sales 77 89 Interest expense (43) (53) Taxation (8) (18) Profit for the year (26) (18) ======= ======= At March 31, At December 31, 2002 2001 (Unaudited) ------------ -------------- ($ million) Tangible assets (594) (785) Provisions 1,004 780 Deferred taxation (518) (511) BP shareholders' interest (1,080) (1,054) ======= ======= (vi) Sale and leaseback The sale and leaseback of the Amoco building in Chicago, Illinois in 1998 is treated as a sale for UK GAAP whereas for US GAAP it is treated as a financing transaction. A provision was recognized under UK GAAP in 1999 to cover the likely shortfall on rental income from subletting the Chicago office building. As the original sale and leaseback was not treated as a sale for US GAAP the provision has been reversed for US GAAP. Under UK GAAP the profit arising on the sale and operating leaseback of certain railcars in 1999 is taken to income in the period in which the transaction occurs. Under US GAAP this profit is not recognized immediately but amortized over the term of the operating lease. Page 25 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (vi) Sale and leaseback (concluded) The adjustments to profit for the year and BP shareholders' interest to accord with US GAAP are summarized below. Three months ended March 31 (Unaudited) Increase (decrease) in caption heading 2002 2001 ------------------ ($ million) Replacement cost of sales 5 6 Taxation (1) 3 Profit for the year (4) (9) ======= ======= At March 31, At December 31, 2002 2001 (Unaudited) ------------ -------------- ($ million) Tangible assets 169 171 Other accounts payable and accrued liabilities 30 30 Provisions (63) (65) Finance debt 413 413 Deferred taxation (74) (73) BP shareholders' interest (137) (134) ======= ======= (vii)Goodwill 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 26 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (vii)Goodwill (concluded) The adjustments to profit for the year and to BP shareholders' interest to accord with US GAAP are summarized below. Three months ended March 31 (Unaudited) Increase (decrease) in caption heading 2002 2001 ------------------ ($ million) Replacement cost of sales (321) (15) Taxation - - Profit for the year 321 15 ======= ======= At March 31, At December 31, 2002 2001 (Unaudited) ------------ -------------- ($ million) Intangible assets (1,094) (1,414) Deferred taxation - - BP shareholders' interest (1,094) (1,414) ======= ======= (viii) Derivative financial instruments and hedging activities On January 1, 2001 the Group adopted Statement of Financial Accounting Standards No. 133 'Accounting for Derivative Instruments and Hedging Activities' (SFAS 133) as amended by Statement Nos. 137 and 138, for US GAAP reporting. SFAS 133, as amended, requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. To the extent certain criteria are met, SFAS 133 permits, but does not require, hedge accounting. In the normal course of business the Group is a party to derivative financial instruments with off-balance sheet risk, primarily to manage its exposure to fluctuations in foreign currency exchange rates and interest rates, including management of the balance between floating rate and fixed rate debt. The Group also manages certain of its exposures to movements in oil and natural gas prices. In addition, the Group trades derivatives in conjunction with these risk management activities. All oil price derivatives and all derivatives held for trading are carried on the Group's balance sheet at fair value with changes in that value recognized in earnings of the period for both UK and US GAAP. Certain financial derivatives used to manage foreign currency and interest rate risk that qualify for hedge accounting under UK GAAP are marked to market under SFAS 133. For these derivatives, the cumulative effect of adopting SFAS 133 resulted in a pre-tax charge to income, as adjusted to accord with US GAAP, of $27 million ($18 million after tax). Under US GAAP the fair values of derivative financial instruments are shown as current assets and liabilities as appropriate. The Group has a number of long-term natural gas contracts which have been in place for many years. The pricing structure for those contracts is not directly related to the market price of natural gas but to the price of other commodities or indices, such as fuel oil or consumer price indices. On the basis of SFAS 133 Implementation Issue C11, these contracts have been marked to market with effect from July 1, 2001. The adjustments to profit for the year and to BP shareholders' interest to accord with US GAAP are summarized below. Page 27 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (viii) Derivative financial instruments and hedging activities (concluded) Three months ended March 31 (Unaudited) Increase (decrease) in caption heading 2002 2001 ------------------ ($ million) Replacement cost of sales (804) 152 Taxation 281 (53) Profit for the year before cumulative effect of accounting change 523 (99) Cumulative effect of accounting change, net of taxation - (18) Profit for the year 523 (117) ======= ======= At March 31, At December 31, 2002 2001 (Unaudited) ------------ -------------- ($ million) Accounts payable and accrued liabilities 234 1,038 Deferred taxation (82) (363) BP shareholders' interest (152) (675) ======= ======= (ix) Gain arising on asset exchange For UK GAAP the transaction with Solvay in the fourth quarter of 2001, which led to the exchange of businesses for an interest in a joint venture and an associated undertaking, has been treated as an asset swap which does not give rise to a gain or loss. Under US GAAP the transaction has been treated as a disposal and acquisition at fair value which gives rise to a pre-tax gain on disposal of $242 million ($157 million after tax). The adjustments to profit for the year and to BP shareholders' interest to accord with US GAAP are summarized below. Three months ended March 31 (Unaudited) Increase (decrease) in caption heading 2002 2001 ------------------ ($ million) Replacement cost of sales 9 - Taxation (4) - Profit for the year (5) - ======= ======= At March 31, At December 31, 2002 2001 (Unaudited) ------------ -------------- ($ million) Intangible assets 181 188 Accounts payable and accrued liabilities (51) (54) Deferred taxation 81 85 BP shareholders' interest 151 157 ======= ======= Page 28 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (x) Ordinary shares held for future awards to employees Under UK GAAP, Company shares held by an Employee Share Ownership Plan to meet future requirements of employee share schemes are recorded in the balance sheet as Fixed assets -- investments. Under US GAAP, such shares are recorded in the balance sheet as a reduction of shareholders' interest. The adjustment to BP shareholders' interest to accord with US GAAP is shown below. At March 31, At December 31, 2002 2001 Increase (decrease) in caption heading (Unaudited) ------------ -------------- ($ million) Fixed assets - Investments (219) (266) BP shareholders' interest (219) (266) ======= ======= (xi) Dividends Under UK GAAP, dividends are recorded in the year 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 March 31, At December 31, 2002 2001 Increase (decrease) in caption heading (Unaudited) ------------ -------------- ($ million) Other accounts payable and accrued liabilities (1,290) (1,288) BP shareholders' interest 1,290 1,288 ======= ======= (xii)Investments Under UK GAAP the Group's equity investments in Lukoil, Sinopec and PetroChina are held for the long term and reported as fixed asset investments and carried on the balance sheet at cost subject to review for impairment. For US GAAP these investments are classified as available-for-sale securities. Consequently they are reported at fair value, with unrealized holding gains and losses, net of tax, reported in accumulated other comprehensive income. If a decline in fair value below cost is 'other than temporary' the unrealized loss is accounted for as a realized loss and charged against income. The adjustment to BP shareholders' interest to accord with US GAAP is shown below. At March 31, At December 31, 2002 2001 Increase (decrease) in caption heading (Unaudited) ------------ -------------- ($ million) Fixed assets - Investments 245 (3) Deferred taxation 86 (1) BP shareholders' interest 159 (2) ======= ======= Page 29 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (xiii)Additional minimum pension liability Where a pension plan has an unfunded accumulated benefit obligation, US GAAP requires such amount to be recognized as a liability in the balance sheet. The adjustment resulting from the recognition of any such minimum liability, including the elimination of amounts previously recognized as a prepaid benefit cost, is reported as an intangible asset to the extent of unrecognized prior cost with the remaining amount reported in comprehensive income. The adjustments to BP shareholders' interest to accord with US GAAP are summarized below. At March 31, At December 31, 2002 2001 Increase (decrease) in caption heading (Unaudited) ------------ -------------- ($ million) Intangible assets 112 112 Other receivables falling due after more than one year (1,015) (1,015) Noncurrent liabilities - accounts payable accrued liabilities 548 548 Deferred taxation (509) (509) BP shareholders' interest (942) (942) ======= ======= (xiv)Goodwill and intangible assets Profit for the period, as adjusted to accord with US GAAP, for the three months ended March 31, 2001, adjusted to exclude amortization of goodwill no longer being amortized pursuant to SFAS 142 (see (vii) Goodwill), is shown below. Three months ended March 31, 2001 (Unaudited) ------------------ ($ million) Profit for the period as adjusted to accord with US GAAP, as reported 2,778 Add back goodwill amortization 306 ------- Profit for the period as adjusted to accord with US GAAP, as adjusted 3,084 ------- Per ordinary share - cents Basic - as reported 12.36 Adjustment 1.36 ------- Basic - as adjusted 13.72 ------- Diluted - as reported 12.28 Adjustment 1.35 ------- Diluted - as adjusted 13.63 ------- Per American Depositary Share - cents Basic - as reported 74.16 Adjustment 8.16 ------- Basic - as adjusted 82.32 ------- Diluted - as reported 73.68 Adjustment 8.10 ------- Diluted - as adjusted 81.78 ------- Page 30 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued (xiv)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 March 31, 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 (59) - (16) (75) Other movements (8) (64) 67 (5) --------------------------------------------- At March 31, 2002 5,267 9,389 339 14,995 ============================================= Amortization expense relating to other intangibles is expected to be in the range $60-$100 million in each of the succeeding five years. Page 31 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued The following is a summary of the adjustments to profit for the year and to BP shareholders' interest which would be required if generally accepted accounting principles in the USA (US GAAP) had been applied instead of those generally accepted in the United Kingdom (UK GAAP). These results are stated using the first-in first-out method of inventory valuation. Three months ended Profit for the period March 31 (Unaudited) 2002 2001(a) ------------------ ($ million) Profit as reported in the consolidated statement of income 1,296 2,830 Adjustments: Deferred taxation/business combinations (iv) (57) 74 Provisions (v) (26) (18) Sale and leaseback (vi) (4) (9) Goodwill (vii) 321 15 Derivative financial instruments (viii) 523 (99) Gain arising on asset exchange (ix) (5) - Other 3 3 ------- ------ 755 (34) ------- ------ Profit for the period before cumulative effect of accounting change as adjusted to accord with US GAAP 2,051 2,796 Cumulative effect of accounting change: Derivative financial instruments (viii) - (18) -------- ------- Profit for the period as adjusted to accord with US GAAP 2,051 2,778 ======== ======= Profit for the period as adjusted: Per ordinary share - cents Basic - before cumulative effect of accounting change 9.16 12.44 Cumulative effect of accounting change - (0.08) ------- ------ 9.16 12.36 ------- ------ Diluted - before cumulative effect of accounting change 9.11 12.36 Cumulative effect of accounting change - (0.08) ------- ------ 9.11 12.28 ------- ------ Per American Depositary Share - cents (b) Basic - before cumulative effect of accounting change 54.96 74.64 Cumulative effect of accounting change - (0.48) ------- ------ 54.96 74.16 ------- ------ Diluted - before cumulative effect of accounting change 54.66 74.16 Cumulative effect of accounting change - (0.48) ------- ------ 54.66 73.68 ------- ------ Page 32 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - continued BP shareholders' interest March 31, 2002 December 31, 2001 (a) (Unaudited) -------------- -------------------- ($ million) BP shareholders' interest as reported in the consolidated balance sheet 64,902 65,161 Adjustments: Deferred taxation/business combinations (iv) 184 243 Provisions (v) (1,080) (1,054) Sale and leaseback (vi) (137) (134) Goodwill (vii) (1,094) (1,414) Derivative financial instruments (viii) (152) (675) Gain arising on asset exchange (ix) 151 157 Ordinary shares held for future awards to employees (x) (219) (266) Dividends (xi) 1,290 1,288 Investments (xii) 159 (2) Additional minimum pension liability (xiii) (942) (942) Other (37) (40) ------- ------- (1,877) (2,839) ------- ------- BP shareholders' interest as adjusted to accord with US GAAP 63,025 62,322 ======= ======= --------------- (a) The profit reported under UK GAAP for the three months ended March 31, 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 March 31 (Unaudited) 2002 2001 ------------------ (shares million) Weighted average number of ordinary shares 22,403 22,474 Ordinary shares issuable under employee share schemes 117 140 ------- ------- 22,520 22,614 ======= ======= Page 33 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 March 31 (Unaudited) 2002 2001 ------------------ ($ million) Profit for the period as adjusted to accord with US GAAP 2,051 2,778 Currency translation differences (356) (994) Derivative financial instruments - 23 Net unrealized gain on investments 161 64 Additional minimum pension liability - - ------- ------- Comprehensive income 1,856 1,871 ======= ======= Accumulated other comprehensive income at March 31, 2002 and December 31, 2001 comprised losses of $5,929 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 34 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 March 31 (Unaudited) 2002 2001 ------------------ ($ million) Operating activities Profit after taxation 1,336 2,838 Adjustments to reconcile profits after tax to net cash provided by operating activities Depreciation and amounts provided 2,153 2,167 Exploration expenditure written off 59 108 Share of profits of joint ventures and associated undertakings less dividends received (17) (63) (Profit) loss on sale of businesses and fixed assets 109 (218) Working capital movement (a) (669) 1,354 Deferred Taxation 220 433 Other (108) (124) ------- ------- Net cash provided by operating activities 3,083 6,495 ------- ------- Investing activities Capital expenditures (2,814) (2,611) Acquisitions, net of cash acquired (1,550) - Investment in associated undertakings (143) (120) Net investment in joint ventures (46) (61) Proceeds from disposal of assets 348 694 ------- ------- Net cash used in investing activities (4,205) (2,098) ------- ------- Financing activities Proceeds from shares issued (repurchased) 91 (443) Proceeds from long-term financing 1,746 517 Repayments of long-term financing (234) (146) Net decrease (increase) in short-term debt 680 (2,794) Dividends paid - BP Shareholders (1,288) (1,181) - Minority shareholders (13) - ------- ------- Net cash used in financing activities 982 (4,047) ------- ------- Currency translation differences relating to cash and cash equivalents (3) (34) ------- ------- Increase (decrease) in cash and cash equivalents (143) 316 ------- ------- Cash and cash equivalents at beginning of period 1,808 1,831 ------- ------- Cash and cash equivalents at end of period 1,665 2,147 ======= ======= (a) Working capital: Inventories (increase) decrease (496) 358 Receivables (increase) decrease (443) (1,044) Current liabilities - excluding finance debt increase (decrease) 270 2,040 ------- ------- (669) 1,354 ======= ======= Page 35 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. US generally accepted accounting principles - concluded Impact of new US accounting standards New US accounting standards adopted: The Group has adopted Statement of Financial Accounting Standards No. 141 'Business Combinations' (SFAS 141) for US GAAP reporting with effect from January 1, 2002. Under SFAS 141, the pooling of interest method of accounting is no longer permitted. Also on January 1, 2002 the Group adopted Statement of Financial Accounting Standards No. 144 'Accounting for the Impairment or Disposal of Long-Lived Assets' (SFAS 144). SFAS 144 retains the requirement to recognize an impairment loss only where the carrying value of a long-lived asset is not recoverable from its undiscounted cash flows and to measure such loss as the difference between the carrying amount and fair value of the asset. SFAS 144, among other things, changes the criteria that have to be met in order to classify an asset as held-for-sale and requires that operating losses from discontinued operations be recognized in the period that the losses are incurred rather than as of the measurement date. The adoption of SFAS 141 and SFAS 144 had no impact on profit, as adjusted to accord with US GAAP, for the three months ended March 31, 2002 or on BP shareholders' interest, as adjusted to accord with US GAAP, at March 31, 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. 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 is fully effective for accounting periods ending on or after June 22, 2003. Certain of the disclosure requirements are 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. 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 36 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 March 31, 2002 Turnover 506 - 36,569 (506) 36,569 Less: Joint ventures - - 279 - 279 ---------------------------------------------------------------------------- Group turnover 506 - 36,290 (506) 36,290 Replacement cost of sales 319 - 31,748 (514) 31,553 Production taxes 44 - 203 - 247 ---------------------------------------------------------------------------- Gross profit 143 - 4,339 8 4,490 Distribution and administration expenses - 54 2,637 - 2,691 Exploration expense 6 - 118 - 124 ---------------------------------------------------------------------------- 137 (54) 1,584 8 1,675 Other income 15 153 56 (99) 125 ---------------------------------------------------------------------------- Group replacement cost operating profit 152 99 1,640 (91) 1,800 Share of profits of joint ventures - - 70 - 70 Share of profits of associated undertakings - - 188 - 188 Equity accounted income of subsidiaries 23 2,010 - (2,033) - ---------------------------------------------------------------------------- Total replacement cost operating profit 175 2,109 1,898 (2,124) 2,058 Profit (loss) on sale of fixed assets and businesses - (109) (109) 109 (109) ---------------------------------------------------------------------------- Replacement cost profit before interest and tax 175 2,000 1,789 (2,015) 1,949 Inventory holding gains (losses) 26 473 473 (499) 473 ---------------------------------------------------------------------------- Historical cost profit before interest and tax 201 2,473 2,262 (2,514) 2,422 Interest expense 13 424 393 (497) 333 ---------------------------------------------------------------------------- Profit before taxation 188 2,049 1,869 (2,017) 2,089 Taxation 82 753 686 (768) 753 ---------------------------------------------------------------------------- Profit after taxation 106 1,296 1,183 (1,249) 1,336 Minority shareholders' interest - - 40 - 40 ---------------------------------------------------------------------------- Profit for the period 106 1,296 1,143 (1,249) 1,296 ============================================================================ Page 37 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 March 31, 2002 Profit as reported 106 1,296 1,143 (1,249) 1,296 Adjustments: Deferred taxation/business combinations (33) (57) (36) 69 (57) Provisions - (26) (25) 25 (26) Sale and leaseback - (4) (4) 4 (4) Goodwill - 321 321 (321) 321 Derivative financial instruments - 523 523 (523) 523 Gain arising on asset exchange - (5) (5) 5 (5) Other - 3 3 (3) 3 ---------------------------------------------------------------------------- Profit for the period as adjusted to accord with US GAAP 73 2,051 1,920 (1,993) 2,051 ============================================================================ Page 38 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 March 31, 2001 Turnover 604 - 45,700 (604) 45,700 Less: Joint ventures - - 288 - 288 ---------------------------------------------------------------------------- Group turnover 604 - 45,412 (604) 45,412 Replacement cost of sales 273 - 37,525 (610) 37,188 Production taxes 59 - 524 - 583 ---------------------------------------------------------------------------- Gross profit 272 - 7,363 6 7,641 Distribution and administration expenses - 69 2,457 - 2,526 Exploration expense 4 - 165 - 169 ---------------------------------------------------------------------------- 268 (69) 4,741 6 4,946 Other income - 362 197 (364) 195 ---------------------------------------------------------------------------- Group replacement cost operating profit 268 293 4,938 (358) 5,141 Share of profits of joint ventures - - 102 - 102 Share of profits of associated undertakings - - 229 - 229 Equity accounted income of subsidiaries 161 5,529 - (5,690) - ---------------------------------------------------------------------------- Total replacement cost operating profit 429 5,822 5,269 (6,048) 5,472 Profit (loss) on sale of fixed assets and businesses 1 218 217 (218) 218 ---------------------------------------------------------------------------- Replacement cost profit before interest and tax 430 6,040 5,486 (6,266) 5,690 Inventory holding gains (losses) (7) (238) (238) 245 (238) ---------------------------------------------------------------------------- Historical cost profit before interest and tax 423 5,802 5,248 (6,021) 5,452 Interest expense 2 804 808 (1,168) 446 ---------------------------------------------------------------------------- Profit before taxation 421 4,998 4,440 (4,853) 5,006 Taxation 174 2,168 2,095 (2,269) 2,168 ---------------------------------------------------------------------------- Profit after taxation 247 2,830 2,345 (2,584) 2,838 Minority shareholders' interest - - 8 - 8 ---------------------------------------------------------------------------- Profit for the period 247 2,830 2,337 (2,584) 2,830 ============================================================================ Page 39 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Income statement (concluded) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Three months ended March 31, 2001 Profit as reported 247 2,830 2,337 (2,584) 2,830 Adjustments: Deferred taxation/business combinations 10 74 73 (83) 74 Provisions (1) (18) (17) 18 (18) Sale and leaseback - (9) (9) 9 (9) Goodwill - 15 15 (15) 15 Derivative financial instruments - (99) (99) 99 (99) Gain arising on asset exchange - - - - - Other - 3 3 (3) 3 ---------------------------------------------------------------------------- Profit for the period before cumulative effect of accounting change as adjusted to accord with US GAAP 256 2,796 2,303 (2,559) 2,796 Cumulative effect of accounting change: Derivative financial instruments - (18) (18) 18 (18) ---------------------------------------------------------------------------- Profit for the period as adjusted to accord with US GAAP 256 2,778 2,285 (2,541) 2,778 ============================================================================ Page 40 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Balance sheet Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) At March 31, 2002 Fixed assets Intangible assets 518 - 15,571 - 16,089 Tangible assets 6,461 - 75,483 - 81,944 Investments Subsidiaries - equity accounted basis 1,873 77,633 - (79,506) - Other - 223 11,777 - 12,000 ---------------------------------------------------------------------------- 1,873 77,856 11,777 (79,506) 12,000 ---------------------------------------------------------------------------- Total fixed assets 8,852 77,856 102,831 (79,506) 110,033 ---------------------------------------------------------------------------- Current assets Business held for resale - - 2,090 - 2,090 Inventories 76 - 8,622 - 8,698 Receivables 15,780 20,899 44,621 (52,516) 28,784 Investments - - 286 - 286 Cash at bank and in hand (11) 3 1,387 - 1,379 ---------------------------------------------------------------------------- 15,845 20,902 57,006 (52,516) 41,237 ---------------------------------------------------------------------------- Current liabilities - falling due within one year Finance debt 992 - 11,008 (937) 11,063 Accounts payable and accrued liabilities 398 8,291 30,338 (7,379) 31,648 ---------------------------------------------------------------------------- Net current assets (liabilities) 14,455 12,611 15,660 (44,200) (1,474) ---------------------------------------------------------------------------- Total assets less current liabilities 23,307 90,467 118,491 (123,706) 108,559 Noncurrent liabilities Finance debt - - 13,468 - 13,468 Accounts payable and accrued liabilities 10,416 148 37,193 (44,620) 3,137 Provisions for liabilities and charges Deferred taxation 1,674 - 10,347 - 12,021 Other provisions 483 205 11,764 - 12,452 ---------------------------------------------------------------------------- Net assets 10,734 90,114 45,719 (79,086) 67,481 Minority shareholders' interest - - 2,579 - 2,579 ---------------------------------------------------------------------------- BP shareholders' interest 10,734 90,114 43,140 (79,086) 64,902 ============================================================================ Page 41 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Balance sheet (continued) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) At March 31, 2002 Capital and reserves Capital shares 1,050 5,635 - (1,050) 5,635 Paid in surplus 3,145 4,100 - (3,145) 4,100 Merger reserve - 26,318 698 - 27,016 Other reserves - 190 - - 190 Retained earnings 6,539 53,871 42,442 (74,891) 27,961 ---------------------------------------------------------------------------- 10,734 90,114 43,140 (79,086) 64,902 ============================================================================ 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 10,734 90,114 43,140 (79,086) 64,902 Adjustments: Deferred taxation/business combinations 170 184 48 (218) 184 Provisions (186) (1,080) (894) 1,080 (1,080) Sale and leaseback - (137) (137) 137 (137) Goodwill - (1,094) (1,094) 1,094 (1,094) Derivative financial instruments - (152) (152) 152 (152) Gain arising on asset exchange - 151 151 (151) 151 Ordinary shares held for future awards to employees - (219) - - (219) Quarterly dividend - 1,290 - - 1,290 Investments - 159 159 (159) 159 Additional minimum pension liability - (942) (942) 942 (942) Other - (37) (37) 37 (37) ---------------------------------------------------------------------------- Shareholders' interest as adjusted to accord with US GAAP 10,718 88,237 40,242 (76,172) 63,025 ============================================================================ Page 42 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Balance sheet (continued) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) At December 31, 2001 Fixed assets Intangible assets 489 - 16,000 - 16,489 Tangible assets 6,418 - 70,992 - 77,410 Investments Subsidiaries - equity accounted basis 1,846 76,877 - (78,723) - Other - 269 11,694 - 11,963 ---------------------------------------------------------------------------- 1,846 77,146 11,694 (78,723) 11,963 ---------------------------------------------------------------------------- Total fixed assets 8,753 77,146 98,686 (78,723) 105,862 ---------------------------------------------------------------------------- Current assets Business held for resale - - - - - 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 43 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Balance sheet (concluded) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) At December 31, 2001 Capital and reserves Capital shares 1,050 5,629 - (1,050) 5,629 Paid in surplus 3,145 4,014 - (3,145) 4,014 Merger reserve - 26,286 697 - 26,983 Other reserves - 223 - - 223 Retained earnings 6,433 54,220 40,449 (72,790) 28,312 ---------------------------------------------------------------------------- 10,628 90,372 41,146 (76,985) 65,161 ============================================================================ The following is a summary of the adjustments to BP shareholders' interest which would be required if generally accepted accounting principles in the United States (US GAAP) had been applied instead of those generally accepted in the United Kingdom. Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Shareholders' interest as reported 10,628 90,372 41,146 (76,985) 65,161 Adjustments: Deferred taxation/business combinations 203 243 86 (289) 243 Provisions (186) (1,054) (869) 1,055 (1,054) Sale and leaseback - (134) (134) 134 (134) Goodwill - (1,414) (1,414) 1,414 (1,414) Derivative financial instruments - (675) (675) 675 (675) Gain arising on asset exchange - 157 157 (157) 157 Ordinary shares held for future awards to employees - (266) - - (266) Quarterly dividend - 1,288 - - 1,288 Investments - (2) (2) 2 (2) Additional minimum pension liability - (942) (942) 942 (942) Other - (40) (40) 40 (40) ---------------------------------------------------------------------------- Shareholders' interest as adjusted to accord with US GAAP 10,645 87,533 37,313 (73,169) 62,322 ============================================================================ Page 44 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Cash flow statement Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Three months ended March 31, 2002 Net cash inflow (outflow) from operating activities 193 1,051 2,583 (191) 3,636 Dividends from joint ventures - - 83 - 83 Dividends from associated undertakings - - 53 - 53 Dividends from subsidiaries 15 - - (15) - Net cash inflow (outflow) from servicing of finance and returns on investments - 65 (626) 289 (272) Tax (paid) refund - - (445) - (445) Net cash inflow (outflow) for capital expenditure and financial investment (150) (17) (2,315) - (2,482) Net cash inflow (outflow) for acquisitions and disposals - 99 (1,708) (99) (1,708) Equity dividends paid - (1,289) (15) 16 (1,288) ---------------------------------------------------------------------------- Net cash inflow (outflow) 58 (91) (2,390) - (2,423) ============================================================================ Financing 40 (91) (2,232) - (2,283) Management of liquid resources - - (165) - (165) Increase (decrease) in cash 18 - 7 - 25 ---------------------------------------------------------------------------- 58 (91) (2,390) - (2,423) ============================================================================ The consolidated statement of cash flows presented in accordance with SFAS 95 is as follows: Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Net cash provided by (used in) operating activities 208 1,116 1,663 96 3,083 Net cash provided by (used in) investing activities (150) 82 (4,038) (99) (4,205) Net cash provided by (used in) financing activities (40) (1,198) 2,217 3 982 Currency translation differences relating to cash and cash equivalents - - (3) - (3) ---------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents 18 - (161) - (143) Cash and cash equivalents at beginning of period (29) 3 1,834 - 1,808 ---------------------------------------------------------------------------- Cash and cash equivalents at end of period (11) 3 1,673 - 1,665 ============================================================================ Page 45 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - concluded 16. Condensed consolidating information - concluded Issuer Guarantor -------------------------- BP Eliminations Cash flow statement (concluded) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Three months ended March 31, 2001 Net cash inflow (outflow) from operating activities 331 1,301 5,124 (16) 6,740 Dividends from joint ventures - - 12 - 12 Dividends from associated undertakings - - 110 - 110 Dividends from subsidiaries - - - - - Net cash inflow (outflow) from servicing of finance and returns on investments - 354 (616) - (262) Tax (paid) refund (257) (1) 119 - (139) Net cash inflow (outflow) for capital expenditure and financial investment (193) (16) (1,674) - (1,883) Net cash inflow (outflow) for acquisitions and disposals 1 (16) (182) 16 (181) Equity dividends paid - (1,181) - - (1,181) ---------------------------------------------------------------------------- Net cash inflow (outflow) (118) 441 2,893 - 3,216 ============================================================================ Financing (131) 443 2,554 - 2,866 Management of liquid resources - - 302 - 302 Increase (decrease) in cash 13 (2) 37 - 48 ---------------------------------------------------------------------------- (118) 441 2,893 - 3,216 ============================================================================ The consolidated statement of cash flows presented in accordance with SFAS 95 is as follows: Issuer Guarantor -------------------------- BP Eliminations Cash flow statement (concluded) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ---------------------------------------------------------------------------- ($ million) Net cash provided by (used in) operating activities 75 1,654 4,783 (17) 6,495 Net cash provided by (used in) investing activities (193) (32) (1,890) 17 (2,098) Net cash provided by (used in) financing activities 131 (1,624) (2,554) - (4,047) Currency translation differences relating to cash and cash equivalents - - (34) - (34) ---------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents 13 (2) 305 - 316 Cash and cash equivalents at beginning of period (32) 2 1,861 - 1,831 ---------------------------------------------------------------------------- Cash and cash equivalents at end of period (19) - 2,166 - 2,147 ============================================================================ Page 46 BP p.l.c. AND SUBSIDIARIES ENVIRONMENTAL INDICATORS Three months ended March 31 (Unaudited) 2002 2001 ------------------ Average oil realizations (a) - $/bbl UK 20.67 25.04 USA 17.26 24.79 Rest of World 18.63 23.52 BP average 18.77 24.80 Brent oil price 21.13 25.75 West Texas Intermediate oil price 21.54 28.71 Alaska North Slope US West Coast 19.76 24.93 Average natural gas realizations - $/mcf UK 3.12 3.53 USA 2.13 7.13 Rest of World 1.93 3.37 BP average 2.27 4.96 Henry Hub gas price (b) ($/mmBtu) 2.35 7.08 Global Indicator Refining Margins (c) - $/bbl Northwest Europe 0.09 2.35 US Gulf Coast 2.04 6.69 Midwest 2.06 3.85 US West Coast 5.43 10.94 Singapore 0.21 0.70 BP average 1.64 4.25 Chemicals Indicator Margin (d) - $/te 96(e) 106 --------------- (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 first quarter is based on two months' actuals and one month of provisional data. Three months ended March 31 (Unaudited) 2002 2001 ------------------ Average rate for the period 1.43 1.46 Period-end rate 1.42 1.44 ======= ======= Page 47 BP p.l.c. AND SUBSIDIARIES OPERATING INFORMATION Three months ended March 31 (Unaudited) 2002 2001 ------------------ Crude oil and natural gas liquids production (thousand barrels per day), (net of royalties) UK 482 511 Rest of Europe 104 97 USA 760 722 Rest of World 643 607 ------- ------- Total crude oil and liquids production 1,989 1,937 ======= ======= Natural gas production (million cubic feet per day), (net of royalties) UK 1,628 2,152 Rest of Europe 162 169 USA 3,561 3,467 Rest of World 3,395 3,107 ------- ------- Total natural gas production 8,746 8,895 ======= ======= Total production (a) (thousand barrels of oil equivalent per day), (net of royalties) UK 763 882 Rest of Europe 132 126 USA 1,374 1,320 Rest of World 1,228 1,143 ------- ------- Total production 3,497 3,471 ======= ======= Natural gas sales volumes (million cubic feet per day) UK 2,619 3,395 Rest of Europe 413 251 USA 8,733 8,001 Rest of World 9,289 7,403 ------- ------- Total natural gas sales volumes (b) 21,054 19,050 ======= ======= NGL sales volumes (thousand barrels per day) UK - - Rest of Europe - - USA 203 221 Rest of World 181 207 ------- ------- Total NGL sales volumes 384 428 ======= ======= --------------- (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 48 BP p.l.c. AND SUBSIDIARIES OPERATING INFORMATION - concluded Three months ended March 31 (Unaudited) 2002 2001 ------------------ Oil sales volumes (thousand barrels per day) Refined products UK 256 259 Rest of Europe 1,275 1,082 USA 1,834 1,874 Rest of World 600 579 ------- ------- Total marketing sales 3,965 3,794 Trading/supply sales 2,535 2,159 ------- ------- Total refined product sales 6,500 5,953 Crude oil 4,809 4,482 ------- ------- Total oil sales 11,309 10,435 ======= ======= Refinery throughputs (thousand barrels per day) UK 392 310 Rest of Europe 833 693 USA 1,394 1,522 Rest of World 375 386 ------- ------- Total throughput 2,994 2,911 ======= ======= Chemicals production (thousand tonnes) UK 829 730 Rest of Europe 2,583 1,688 USA 2,489 2,257 Rest of World 710 702 ------- ------- Total production 6,611 5,377 ======= ======= Page 49 BP p.l.c. AND SUBSIDIARIES TOTAL REPLACEMENT COST OPERATING PROFIT Three months ended March 31 (Unaudited) 2002 2001 ------------------ ($ million) By business Exploration and Production UK 727 1,154 Rest of Europe 152 226 USA 322 2,111 Rest of World 727 1,175 ------- ------- 1,928 4,666 ------- ------- Gas, Power and Renewables UK 2 10 Rest of Europe 47 63 USA (25) 25 Rest of World 87 2 ------- ------- 111 100 ------- ------- Refining and Marketing UK (124) (111) Rest of Europe 139 136 USA (79) 594 Rest of World 132 121 ------- ------- 68 740 ------- ------- Chemicals UK (31) (50) Rest of Europe 47 80 USA 23 13 Rest of World 37 38 ------- ------- 76 81 ------- ------- Other businesses and corporate (125) (115) ------- ------- 2,058 5,472 ======= ======= By geographical area UK 530 927 Rest of Europe 386 485 USA 158 2,685 Rest of World 984 1,375 ------- ------- 2,058 5,472 ======= ======= Page 50 BP p.l.c. AND SUBSIDIARIES CAPITAL EXPENDITURE AND ACQUISITIONS Three months ended March 31 (Unaudited) 2002 2001 ------------------ ($ million) By business Exploration and Production UK 261 168 Rest of Europe 71 65 USA 1,167 927 Rest of World 814 706 ------- ------- 2,313 1,866 ------- ------- Gas, Power and Renewables UK 16 8 Rest of Europe 4 11 USA 16 17 Rest of World 10 - ------- ------- 46 36 ------- ------- Refining and Marketing UK 76 111 Rest of Europe (a) 2,732 47 USA 303 180 Rest of World 26 32 ------- ------- 3,137 370 ------- ------- Chemicals UK 8 66 Rest of Europe 45 16 USA 42 78 Rest of World 93 56 ------- ------- 188 216 ------- ------- Other businesses and corporate 52 49 ------- ------- 5,736 2,537 ======= ======= By geographical area UK 409 394 Rest of Europe 2,852 139 USA 1,531 1,210 Rest of World 944 794 ------- ------- 5,736 2,537 ======= ======= ------------ (a) The three months ended March 31, 2002 includes the acquisition of 51% of Veba. Page 51 BP p.l.c. AND SUBSIDIARIES SPECIAL ITEMS AND ACQUISITION AMORTIZATION BY SEGMENT (PRE-TAX) Three months ended March 31 (Unaudited) 2002 2001 ------------------ ($ million) Special items Exploration and Production UK 50 - Rest of Europe - - USA 62 - Rest of World 15 - ------- ------- 127 - ------- ------- Gas, Power and Renewables UK - - Rest of Europe - - USA - - Rest of World - - ------- ------- - - ------- ------- Refining and Marketing UK - 15 Rest of Europe 26 26 USA - 4 Rest of World - 8 ------- ------- 26 53 ------- ------- Chemicals UK - - Rest of Europe 2 - USA 30 - Rest of World - - ------- ------- 32 - ------- ------- Other businesses and corporate UK - - Rest of Europe - - USA - - Rest of World - - ------- ------- - - ------- ------- Total special items before interest 185 53 Interest - bond redemption charges - 10 ------- ------- Total 185 63 ======= ======= Acquisition amortization Exploration and Production UK 32 29 USA 281 406 Rest of World 32 35 ------- ------- 345 470 ------- ------- Refining and Marketing UK 97 104 USA 96 97 ------- ------- 193 201 ------- ------- Total 538 671 ======= ======= Page 52 BP p.l.c. AND SUBSIDIARIES RETURN ON AVERAGE CAPITAL EMPLOYED Three months ended March 31 (Unaudited) 2002 2001 ------------------ ($ million) Replacement cost basis Replacement cost profit before exceptional items 924 3,001 Interest 333 446 Minority shareholders' interest 9 8 ------- ------- Adjusted replacement cost profit 1,266 3,455 ======= ======= Average capital employed 89,594 86,223 ROACE - replacement cost basis 6% 16% ------- ------- Pro forma basis Adjusted replacement cost profit 1,266 3,455 Acquisition amortization 538 671 Special items (post tax) 120 40 ------- ------- Adjusted replacement cost profit (pro forma basis) 1,924 4,166 ======= ======= Average capital employed 89,594 86,223 Average capital employed acquisition adjustment (a) 18,590 22,165 ------- ------- Average capital employed (pro forma basis) 71,004 64,058 ROACE - pro forma basis adjusted for special items 11% 26% Historical cost basis Historical cost profit (loss) after exceptional items 1,296 2,830 Interest 333 446 Minority shareholders' interest 40 8 ------- ------- Adjusted historical cost profit 1,669 3,284 ======= ======= Average capital employed 89,594 86,223 ROACE - historical cost basis after exceptionals 7% 15% ------------ (a) Acquisition adjustment refers to the fixed asset revaluation adjustments and goodwill consequent upon the ARCO and Burmah Castrol acquisitions. Page 53 BP p.l.c. AND SUBSIDIARIES NET DEBT RATIO Three months ended March 31 (Unaudited) 2002 2001 ------------------ ($ million) Net debt ratio - net debt: net debt + equity Gross debt 24,531 18,788 Cash and current asset investments 1,665 2,147 ------- ------- Net debt 22,866 16,641 ------- ------- Equity 67,481 66,316 Net debt ratio 25% 20% ------- ------- Acquisition adjustment (a) 18,297 21,734 ------- ------- Net debt ratio - pro forma basis (b) 32% 27% ======= ======= --------------- (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 54 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 March 31 (Unaudited) 2002 2001 ------------------ ($ million) Replacement cost operating profit (RCOP) (reported) (a) 2,058 5,472 Depreciation and amounts provided (b) 2,153 2,167 Exploration expenditure written off 59 108 Dividends from joint ventures and associated undertakings less share of RCOP (122) (209) Dividends paid to minority shareholders (13) - Adjust provisions to cash basis (c) (69) (141) Adjust interest and other income to cash basis (d) (13) (4) ------- ------ 4,053 7,393 Tax paid adjusted for certain items* (577) (96) ------- ------ Adjusted RCOP after tax paid 3,476 7,297 ------- ------ * Calculation of tax paid adjusted for certain items Cash tax paid (445) (139) Tax charge on exceptional items (39) 151 Tax shield assumption + (93) (108) ------- ------ (577) (96) ------- ------ + Calculation of tax shield assumption Interest paid (309) (361) Tax rate assumption (e) 30% 30% ------- ------ (93) (108) ------- ------ (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 55 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: May 15, 2001 /s/ D. J. PEARL .............................. D. J. PEARL Deputy Company Secretary