SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 for the period ended December 31, 2001 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/A 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 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333-67206) OF BP p.l.c., AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED. Page 2 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GROUP RESULTS JANUARY - DECEMBER 2001 Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ Turnover - $m 36,817 44,562 174,218 148,062 Total replacement cost operating profit - $m 1,907 4,763 16,135 17,756 Replacement cost profit before exceptional items - $m 1,056 2,799 9,880 11,214 Replacement cost profit for the period - $m 892 2,971 9,910 11,142 Historical cost profit for the period - $m (405) 2,410 8,010 11,870 Profit per Ordinary Share - cents (1.78) 10.53 35.70 54.85 Dividends per Ordinary Share - cents 5.75 5.25 22.0 20.5 (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, 2000 included in BP p.l.c.'s Annual Report on Form 20-F for the year ended December 31, 2000. Comparative figures for year ended December 31, 2000 have been restated to reflect the transfer of BP's North American NGL business from Refining and Marketing to Gas and Power. The changes in turnover for the fourth quarter primarily reflect significant decreases in oil and gas prices in Exploration and Production, as well as lower retail and wholesale fuel prices in Refining and Marketing. Turnover for the year also reflects the inclusion of ARCO for the whole of the year in 2001, compared to around nine months (from April 14) in 2000, the acquisition of Burmah Castrol from July 7, 2000 and the consolidation of the European fuels business with effect from August 1, 2000, which more than offset lower prices. Replacement cost profit before exceptional items (which excludes inventory holding gains and losses) was $1,056 million for the three months ended December 31, 2001, compared with $2,799 million for the equivalent period of 2000. These results are after charging special items of $714 million ($571 million after tax) for the three months ended December 31, 2001, and $962 million ($693 million after tax) for the equivalent period of 2000. The results for the three months ended December 31, 2001 and 2000 are also after charging acquisition amortization of $577 million and $598 million, respectively. Acquisition amortization refers to depreciation relating to the fixed asset revaluation adjustment and amortization of goodwill consequent upon the ARCO and Burmah Castrol acquisitions. The special charges for the three months ended December 31, 2001 comprised additional severance charges, mainly related to former ARCO employees, Grangemouth, Scotland restructuring charges, an impairment charge for our partner operated Lake Maracaibo operations in Venezuela, Castrol, Solvay and Erdolchemie integration costs and a litigation charge. Those for the corresponding period of 2000 related to ARCO, Vastar and Castrol integration costs, rationalization costs post the BP/Amoco merger, environmental charges and asset writedowns. For the year ended December 31, 2001, the replacement cost profit before exceptional items was $9,880 million, down from $11,214 million in 2000. The results for 2001 are after charging special items of $1,058 million ($821 million after tax) and acquisition amortization of $2,477 million. The results for 2000 include special charges of $1,994 million ($1,454 million after tax), and acquisition amortization of $1,535 million. The historical cost loss for the three months ended December 31, 2001 was $405 million after inventory holding losses of $1,297 million and net exceptional losses of $38 million ($164 million after tax) in respect of net losses on the sale of fixed assets and businesses and termination of operations. For the equivalent period of 2000 there was a profit of $2,410 million after inventory holding losses of $561 million, and including net exceptional gains of $78 million ($172 million loss after tax) in respect of net profits on the sale of fixed assets and businesses and termination of operations. For the year ended December 31, 2001, the historical cost profit was $8,010 million, after inventory holding losses of $1,900 million and including net exceptional gains of $535 million ($30 million after tax) in respect of net profits on sale of fixed assets and businesses and terminations of operations. For the year ended December 31, 2000, the historical cost profit was $11,870 million, including inventory holding gains of $728 million and net exceptional gains of $220 million ($72 million loss after tax) in respect of net profits on sale of fixed assets and businesses and terminations of operations. Page 3 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued Net taxation, other than production taxes, charged for the three months ended December 31, 2001 was $537 million compared with $1,242 million in the equivalent period last year. The fourth quarter 2001 included a tax charge of $126 million in respect of exceptional items compared with a tax credit of $94 million for the fourth quarter of 2000. The effective tax rate on replacement cost profit before exceptional items was 28% for the three months ended December 31, 2001 and 31% for the year, compared with 32% and 29% for the equivalent period of 2000. The rate reduction for the fourth quarter was due to tax relief on inventory holding losses, which more than offset the impact of higher acquisition amortization. The higher rate for the year was largely due to the increase in acquisition amortization, which is not tax deductible. Interest expense for the three months ended December 31, 2001 was $414 million compared with $611 million (including $111 million relating to a bond redemption charge) in the equivalent period of 2000 reflecting lower interest rates. For the year ended December 31, 2001, interest expense was $1,670 million compared to $1,770 million a year ago (including $62 million and $111 million, respectively, relating to bond redemption charges). Lower interest rates during 2001 were partly offset by higher average debt and the impact of revaluing environmental and other provisions at a lower interest rate. Net cash outflow for the three months ended December 31, 2001 was $1.0 billion, compared with $1.6 billion for the equivalent period of 2000. Operating cash flow was similar in both periods, with higher tax payments in the fourth quarter of 2000. For the year 2001, net cash inflow was $1.0 billion compared with a net cash inflow of $3.7 billion in the same period in 2000. For the year ended December 31, 2001 the overall decreased cash flow is primarily driven by higher capital expenditure and significantly lower divestment proceeds (the second quarter of 2000 included the proceeds from the sale of the ARCO Alaska assets). Capital expenditure and acquisitions in the fourth quarter and year of 2001 were $4.4 billion and $14.1 billion, respectively. Expenditure for the year 2001 included the acquisition of Bayer's 50% interest in Erdolchemie and the formation of the joint venture with Solvay. Excluding acquisitions, capital expenditure for the fourth quarter and year 2001 was $4.0 billion and $13.2 billion. For the three months and year ended December 31, 2000 capital expenditure and acquisitions were $5.0 billion and $47.6 billion, respectively. Expenditure for the year ended December 31, 2000 included the acquisition of ARCO, Burmah Castrol, the Mobil share of the European Joint Venture and the minority interest in Vastar, a 2.2% interest in PetroChina, and Exxon's aviation lubricants business. Excluding the effect of these acquisitions, capital expenditure for the fourth quarter and year 2000 was $3.4 billion and $11.2 billion, respectively. Net debt at December 31, 2001 was $19.6 billion. The ratio of net debt to net debt plus equity was 21% compared to the 19% rate at September 30, 2001 and 21% at December 31, 2000. After adjusting for the fixed asset revaluation adjustment and goodwill consequent upon the ARCO and Burmah Castrol acquisitions, the ratio of net debt to net debt plus equity was 26% at December 31, 2001 compared with 24% at September 30, 2000 and 27% at December 31, 2000. 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. At December 31, 2001 the group had available undrawn committed facilities of $3.4 billion. These committed facilities, which are mainly with a number of international banks, expire in 2002 and we expect to renew tham on an annual basis. BP believes that, taking into account the substantial amounts of undrawn borrowing facilities available, the Group has sufficient working capital for foreseeable requirements. The return on average capital employed on a replacement cost basis for the three months ended December 31, 2001 was 6% compared with 15% for the equivalent period of 2000. For the year ended December 31, 2001, the return on average capital employed was 12%. For further information on the return on average capital employed calculation see Note 12 of Notes to Consolidated Financial Statements. BP purchased for cancellation approximately 14 million of its own shares during the fourth quarter of 2001 at a cost of $99 million. Total share purchases over the year to December 31, 2001 amounted to approximately 154 million at a cost of $1,281 million. BP announced a fourth quarterly dividend for 2001 of 5.75 cents per ordinary share. Holders of ordinary shares will receive 4.055 pence per share and holders of American Depositary Receipts (ADRs) $0.345 per ADS. The dividend for the year was 22.00 cents per share, up 7%, which is equivalent to 15.436 pence per share, up 12% over last year. The dividend is payable on March 18, 2002 to shareholders on the register on February 22, 2002. Participants in the Dividend Reinvestment Plan or the dividend reinvestment facility in the US Direct Access Plan will receive the dividend in the form of shares on March 18, 2002. BP intends to continue to pay dividends in the future of around 50% of its replacement cost profit before exceptional items after adjusting for special items and acquisition amortization, adjusted to mid-cycle operating conditions. Mid-cycle operating conditions reflect adjustments to prices, margins, costs and capacity utilization to levels which we would expect on average over the long term. Page 4 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued Owing to the significant acquisitions that took place in 2000, in addition to its reported results, BP is presenting pro forma results adjusted for special items in order to enable shareholders to assess current performance in the context of BP's past performance and against that of its competitors. The pro forma result is replacement cost profit before exceptional items excluding acquisition amortization as defined in footnote (a) below. The pro forma result, adjusted for special items, has been derived from BP's UK GAAP accounting information but is not in itself a recognized UK or US GAAP measure. Pro forma Reconciliation of reported result profit (loss) to pro forma result Acquisition Special adjusted for adjusted for special items Reported amortization(a) items(b) special items --------- ------------ ------- ------------- ($ million) Three months ended December 31, 2001 Exploration and Production 1,655 397 322 2,374 Gas and Power 106 - - 106 Refining and Marketing 392 180 213 785 Chemicals (67) - 106 39 Other businesses and corporate (179) - 73 (106) --------- ---------- --------- --------- Replacement cost operating profit 1,907 577 714 3,198 Interest expense (414) - - (414) Taxation (411) - (143) (554) Minority shareholders' interest (26) - - (26) --------- ---------- --------- --------- Replacement cost profit before exceptional items 1,056 577 571 2,204 --------- ========= ========= --------- per ordinary share (cents) 4.73 9.85 ========= ========= Three months ended December 31, 2000 Exploration and Production 4,238 413 49 4,700 Gas and Power 183 - - 183 Refining and Marketing 792 185 344 1,231 Chemicals (82) - 222 140 Other businesses and corporate (368) - 236 (132) --------- ---------- --------- --------- Replacement cost operating profit 4,763 598 851 6,212 Interest expense (611) - 111 (500) Taxation (1,336) - (269) (1,605) Minority shareholders' interest (17) - - (17) --------- ---------- --------- --------- Replacement cost profit before exceptional items 2,799 598 693 4,090 --------- ========= ========= --------- per ordinary share (cents) 12.40 18.25 ========= ========= --------------- (a) Acquisition amortization refers to depreciation relating to the fixed asset revaluation adjustment 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 fourth quarter 2001 comprise additional severance charges, mainly related to former ARCO employees, an impairment charge for our partner operated Venezuelan Lake Maracaibo operations, Castrol, Solvay and Erdolchemie integration costs, Grangemouth restructuring and litigation costs. The special items for the fourth quarter 2000 comprise principally ARCO, Vasta and Burmah Castrol integration costs, rationalization costs post the BP Amoco merger, environmental charges and asset writedowns. Page 5 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued Pro forma Reconciliation of reported result profit (loss) to pro forma result Acquisition Special adjusted for adjusted for special items Reported amortization(a) items(b) special items --------- ------------ ------- ------------- ($ million) Year ended December 31, 2001 Exploration and Production 12,417 1,759 322 14,498 Gas and Power 521 - - 521 Refining and Marketing 3,625 718 487 4,830 Chemicals 128 - 114 242 Other businesses and corporate (556) - 73 (483) --------- ---------- --------- --------- Replacement cost operating profit 16,135 2,477 996 19,608 Interest expense (1,670) - 62 (1,608) Taxation (4,512) - (237) (4,749) Minority shareholders' interest (73) - - (73) --------- ---------- --------- --------- Replacement cost profit before exceptional items 9,880 2,477 821 13,178 --------- ========= ========= --------- per ordinary share (cents) 44.03 58.73 ========= ========= Year ended December 31, 2000 Exploration and Production 14,012 1,174 524 15,710 Gas and Power 571 - - 571 Refining and Marketing 3,523 440 595 4,558 Chemicals 760 - 276 1,036 Other businesses and corporate (1,110) - 488 (622) --------- ---------- --------- --------- Replacement cost operating profit 17,756 1,614 1,883 21,253 Interest expense (1,770) - 111 (1,659) Taxation (4,680) - (540) (5,220) Minority shareholders' interest (92) (79) - (171) --------- ---------- --------- --------- Replacement cost profit before exceptional items 11,214 1,535 1,454 14,203 --------- ========= ========= --------- per ordinary share (cents) 51.82 65.63 ========= ========= --------------- (a) Acquisition amortization refers to depreciation relating to the fixed asset revaluation adjustment 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 2001 comprise additional severance charges, mainly related to former ARCO employees, rationalization costs in the European downstream commercial business, an impairment charge for our partner operated Venezuelan Lake Maracaibo operations, Castrol, Solvay and Erdolchemie integration costs, Grangemouth restructuring and litigation costs. The special items for 2000 comprise principally ARCO, Vastar and Burmah Castrol integration costs, rationalization costs post the BP Amoco merger, environmental charges and asset writedowns. Page 6 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued OPERATING INFORMATION Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ Crude oil and natural gas liquids production (thousand barrels per day), (net of royalties) UK 500 514 485 534 Rest of Europe 116 92 100 90 USA 772 725 744 729 Rest of World 629 600 602 575 ------- ------- ------- ------- Total crude oil and liquids production 2,017 1,931 1,931 1,928 ======= ======= ======= ======= Natural gas production (million cubic feet per day), (net of royalties) UK 1,715 1,893 1,713 1,652 Rest of Europe 160 156 147 136 USA 3,621 3,403 3,554 3,054 Rest of World 3,268 3,169 3,218 2,767 ------- ------- ------- ------- Total natural gas production 8,764 8,621 8,632 7,609 ======= ======= ======= ======= Total production (a) (thousand barrels of oil equivalent per day), (net of royalties) UK 796 840 780 819 Rest of Europe 144 119 125 113 USA 1,396 1,312 1,357 1,256 Rest of World 1,192 1,146 1,157 1,052 ------- ------- ------- ------- Total production 3,528 3,417 3,419 3,240 ======= ======= ======= ======= Natural gas sales volumes (million cubic feet per day) UK 2,534 3,019 2,641 2,526 Rest of Europe 232 224 213 178 USA 8,094 8,206 8,327 6,524 Rest of World 8,867 6,007 7,613 5,243 ------- ------- ------- ------- Total natural gas sales volumes (b) 19,727 17,456 18,794 14,471 ======= ======= ======= ======= NGL sales volumes (thousand barrels per day) UK - - - - Rest of Europe - - - - USA 226 169 221 154 Rest of World 215 241 189 195 ------- ------- ------- ------- Total NGL sales volumes 441 410 410 349 ======= ======= ======= ======= --------------- (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 and Power, including marketing, trading and supply sales. Page 7 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued OPERATING INFORMATION Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ Oil sales volumes (thousand barrels per day) Refined products UK 268 295 266 256 Rest of Europe 1,084 1,077 1,062 901 USA 1,773 1,974 1,866 1,783 Rest of World 612 539 603 480 ------- ------- ------- ------- Total marketing sales 3,737 3,885 3,797 3,420 Trading/supply sales 2,710 2,878 2,409 2,103 ------- ------- ------- ------- Total refined product sales 6,447 6,763 6,206 5,523 Crude oil 4,599 5,442 4,473 5,984 ------- ------- ------- ------- Total oil sales 11,046 12,205 10,679 11,507 ======= ======= ======= ======= Refinery throughputs (thousand barrels per day) UK 415 391 364 324 Rest of Europe 692 727 663 602 USA 1,371 1,584 1,526 1,625 Rest of World 369 383 376 365 ------- ------- ------- ------- Total throughput 2,847 3,085 2,929 2,916 ======= ======= ======= ======= Chemicals production (thousand tonnes) UK 792 833 3,126 3,137 Rest of Europe 2,278 1,701 7,925 6,713 USA 2,279 2,255 8,943 9,874 Rest of World 699 596 2,722 2,341 ------- ------- ------- ------- Total production 6,048 5,385 22,716 22,065 ======= ======= ======= ======= Page 8 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 Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ Turnover - $m 5,336 8,965 28,229 30,942 Total replacement cost operating profit - $m 1,655 4,238 12,417 14,012 Results included: Exploration expense - $m 144 157 480 599 Key Statistics: Average prices :Crude oil (a) - $/bbl 17.72 28.08 22.50 26.63 realized by BP :Natural gas - $/mcf 2.28 3.76 3.30 2.91 Brent oil price - $/bbl 19.41 29.56 24.44 28.44 West Texas intermediate oil price - $/bbl 20.31 31.99 25.89 30.38 Henry Hub gas price (b) - $/mmBtu 2.43 5.28 4.26 3.90 --------------- (a) Crude oil and natural gas liquids (b) Henry Hub First of the Month Index Total replacement cost operating profit for the three months and year ended December 31, 2001 was $1,655 million and $12,417 million respectively. This compares with $4,238 million and $14,012 million for the corresponding periods in 2000. Significantly lower oil and gas prices are reflected in both turnover and replacement cost operating profit for the fourth quarter 2001. Average liquids realizations declined by over $10 a barrel for the fourth quarter and $4 for the year; average natural gas realizations were down $1.48 per thousand cubic feet for the quarter and up slightly for the year. The impact of lower prices on turnover and replacement cost operating profit for the year was partly offset by the inclusion of ARCO and other portfolio changes for the whole year, compared to only around nine months (from April 14) for the same period in 2000. The special items for the quarter and the year included a $175 million impairment of our partner operated Venezuelan Lake Maracaibo operations, following a technical reassessment, $77 million additional severance costs, $60 million litigation and $10 million Grangemouth restructuring costs. The fourth quarter benefited from higher volumes and continued productivity driven cost savings with lifting costs declining versus the previous quarter and the equivalent quarter last year. The year also benefited from operational improvements. Total hydrocarbon production for 2001 increased 5.5%, in line with our growth to target. Production for the fourth quarter was a record 3.5 mmboe/d, which was up over 3% compared with a year ago and up over 4% on a consistent current portfolio basis. Liquids production increased by over 4% and benefited from new production from Girassol in Angola, Northstar in Alaska and Qinghangdao in China as well as further production increases in Norway and the Gulf of Mexico. Natural gas production for the quarter was up 1.5% and 3.5% when adjusted for disposals. The reserve replacement ratio was 191% with 2.2 billion barrels of oil equivalent booked through extensions, discoveries, revisions and improved recovery. Replacement exceeded production for the eighth consecutive year. In support of continued growth, 2001 capital expenditure, at $8.9 billion (including $0.3 billion of acquisitions), was nearly $2.5 billion higher than last year. During the quarter, the Mad Dog development (BP 60.5% and operator), in the US Gulf of Mexico, was approved. Also, BP announced that the assets of Chernogorneft have been returned to Sidanco (BP 11.2%). This completes the restructuring of Sidanco with its debt substantially repaid, subsidiaries recovered and non-core assets disposed of. Sidanco is now positioned as a low cost Russian producer. Page 9 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued GAS AND POWER Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ Turnover - $m 7,452 8,553 39,208 21,013 Total replacement cost operating profit - $m 106 183 521 571 On January 1, 2001, the natural gas liquids (NGL) business located in North America was moved to Gas and Power from Refining and Marketing. Comparative information has been restated. The decrease in turnover for the fourth quarter 2001 reflects the significant fall in natural gas prices, which has more than offset volume increases during the same period. The increase in turnover for the year is primarily due to higher sales volumes in the natural gas marketing and trading business. Replacement cost operating profit for the fourth quarter and year was $106 million and $521 million, respectively, compared with $183 million and $571 million for the corresponding periods in 2000. Profit for the quarter is down on a year ago due to lower contributions from trading and marketing and NGLs. Despite continued growth in gas sales volumes (up 13% on the fourth quarter of 2000), marketing and trading profit is down due to less favourable market conditions. NGL volumes have increased but margins are lower than a year ago. For the year, lower contribution from NGLs was partly offset by better results from marketing and trading and Ruhrgas. NGL margins have declined significantly relative to 2000 levels. The BP gas and power business in Spain took part in the Spanish Release Gas programme, an initiative to liberalise the market in line with the European gas directive. BP captured 25% of the total 150 bcf of gas supply auctioned by the incumbent monopoly company. The Tangguh LNG project (BP approximately 50%) in Eastern Indonesia has secured the first letter of intent for delivery of LNG to GNPower in the Philippines. BP and Chevron Texaco have announced that they are to build and operate a 22.5 megawatt wind farm at their jointly owned Nerefco oil refinery in the Netherlands. It will generate electricity equivalent to the consumption of 20,000 households, displacing 20,000 tonnes of carbon dioxide emissions a year. The scheme will begin operations in the second half of 2002. Page 10 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 Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ Turnover - $m 26,528 32,708 120,233 107,883 Total replacement cost operating profit - $m 392 792 3,625 3,523 Global Indicator Refining Margin (a) - $/bbl 2.40 4.46 4.06 4.22 --------------- (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. The decrease in turnover for the fourth quarter reflects lower retail and wholesale fuel prices. Turnover for the year primarily reflects the inclusion of ARCO for the whole of the year in 2001, compared to around nine months (from April 14) in 2000, the acquisition of Burmah Castrol on July 7, 2000 and the consolidation of the European fuels business with effect from August 1, 2000. Replacement cost operating profit for the three months and year ended December 31, 2001 was $392 million and $3,625 million, respectively, including special charges of $213 million and $487 million. For the corresponding periods in 2000, replacement cost operating profit was $792 and $3,523 after special charges of $344 million and $595 million, respectively. The special charges for the fourth quarter comprised $146 million Castrol integration costs, $37 million associated with restructuring of operations at the Grangemouth, Scotland refinery and $30 million additional severance charges related to former ARCO employees. Special charges for the year also included rationalization costs in the downstream European commercial business. Lower profit for the fourth quarter was primarily the result of lower US and European refining margins. Refining throughputs in the quarter declined by 8% compared with the previous year because of the sale of the Mandan, North Dakota and Salt Lake City, Utah refineries in the third quarter of 2001 and a turnaround at the Whiting, Indiana refinery. Marketing volumes declined by 3% in the quarter, reflecting the slowdown in the world economy. Retail shop sales increased by 14% versus a year ago, reflecting the impact of new BP Connect stations and worldwide growth in shop sales. Average retail margins were little changed from a year ago, though fell away at the end of the quarter. Profit for the year reflects the benefit of the ARCO and Burmah Castrol acquisitions and the consolidation of the fuels business in Europe, and improved marketing volumes, offset by the effects of a larger refinery maintenance programme in 2001. For the year marketing volumes increased by 11% (2% excluding portfolio changes). Retail shop sales grew 23% (7% excluding portfolio changes). We achieved a unit cash cost reduction of 6% during the year, compared to our target of 2.5%. The clean fuels programme was rolled out to the 113th city by the end of the year. A total of 339 BP Connect stations were open at the end of the year, in the USA, Europe, Australia and New Zealand. In addition, we have reimaged in excess of 4,600 retail stations worldwide to incorporate BP's new Helios logo. In December, BP received approval from the European Commission and German Cartel office for its acquisition of Veba Oel AG, subject to certain disposals. The deal, initially for a 51% interest, was completed on February 1, 2002. This completes one part of the arrangement initially announced in mid 2001. Page 11 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued CHEMICALS Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ Turnover - $m 2,481 2,754 11,515 11,247 Total replacement cost - $m (67) (82) 128 760 operating profit Chemicals Indicator Margin (a) - $/te 108 (b) 117 (c) 108 (b) 126 (c) --------------- (a) 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 broader range of products than our previous indicator. 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. (b) Provisional. The data for the fourth quarter is based on two months' actuals and one month of provisional data. (c) Restated following review of product margins with Chem Systems. Turnover for the fourth quarter primarily reflects lower prices. For the year, the effect of lower prices was more than offset by the inclusion of 100% of Erdolchemie in 2001. Replacement cost operating loss for the three months ended December 31, 2001 was $67 million compared with $82 million for the prior year, including special charges of $106 million and $222 million, respectively. For the year, replacement cost operating profit was $128 million in 2000 compared with $760 million in the previous year, including special charges of $114 million and $276 million, respectively. Excluding special charges, fourth quarter profit reflected ongoing deterioration in market conditions during 2001. Profit for the year decreased due to a weaker trading environment, operational problems in the first half of 2001, and costs associated with restructuring to improve the efficiency of underlying operations. Chemicals production of 6,048 thousand tonnes in the fourth quarter was just above the previous quarter, as a result of the Solvay joint venture and organic growth from our new linear alpha olefins, vinyl acetate monomer and ethyl acetate plants coming on stream. Production for the year was 22,716 thousand tonnes, up 3% on 2000 due to new production and acquired assets. Major restructuring continued throughout 2001, aimed at repositioning the portfolio and lowering the cost base. Special charges for the year of $106 million and $114 million for the quarter and year, respectively, include charges for Grangemouth restructuring and those related to Erdolchemie and Solvay integration costs. In addition to special items, the fourth quarter and full year results include $36 million and $102 million, respectively, for rationalization costs. During the quarter we announced further portfolio rationalization, including the sale of our butyl and isopropyl acetate business in Antwerp, Belgium, the closure of a high-density polyethylene facility as part of the restructuring at Grangemouth, Scotland, the idling of one of the polypropylene lines at Chocolate Bayou, USA and the cessation of alcohol production to concentrate on production of linear alpha olefins at Pasadena, USA. Page 12 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 Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ Turnover - $m 216 51 783 249 Replacement cost operating profit - $m (179) (368) (556) (1,110) Other businesses and Corporate comprises Finance, BP Solar, the Group's coal asset, aluminium asset, its investments in PetroChina and Sinopec, interest income and costs relating to corporate activities. Replacement cost operating loss for the three months and year ended December 31, 2001 was $179 million and $556 million, respectively, after special charges of $73 million comprising additional severance charges mainly related to former ARCO employees. This compares with $368 million and $1,110 million for the corresponding periods in 2000, after special charges of $236 million and $488 million, respectively, comprising rationalization costs post the BP Amoco merger, ARCO integration costs and an environmental charge. BP Solar increased its share of the world's solar market to 18% during 2001; production for the year was 30% higher. At the end of the year, as part of its global real estate strategy, BP completed the purchase of a new head office building in London, England. This will permit rationalization of other BP occupied London properties. EXCEPTIONAL ITEMS Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ Profit (loss) on sale of fixed assets and businesses and termination of operations - $m (38) 78 535 220 Taxation credit (charge) - $m (126) 94 (505) (292) ------- ------- ------- ------ Exceptional items after taxation - $m (164) 172 30 (72) ------- ------- ------- ------ Exceptional items for the fourth quarter include losses on the termination or sale of chemicals activities and the sale of BP's interest in Kazakhstan pipeline ventures, largely offset by gains on the sale of our majority interest in Vysis and the Frontier and Mandan pipeline systems in the USA. OUTLOOK Demand for oil and gas is weaker than last year because of the global economy, a mild US winter and reduced jet fuel demand following the events of September 11. The crude oil market looks broadly balanced for the first half of 2002, if OPEC's latest round of quota reductions offset current demand weakness. Additional OPEC oil may be required in the second half of the year to balance the market if demand improves in line with an economic recovery. In the US gas market, a combination of economic recovery and lower gas prices may boost demand over the course of 2002 whilst lower drilling activity could curtail domestic production growth. In the near term, high levels of gas in storage are likely to maintain the downward pressure on prices. UK gas fundamentals had improved following cold weather across Europe during November and December, though prices have eased recently, reflecting warmer weather. Refining margins have been poor so far in 2002 and may remain under pressure in the near term because of weak oil product demand growth and relatively high inventories, especially in the key US market. Retail margins are currently weaker due to intense competitive pressure. In Chemicals, the near-term pattern of demand is likely to be unchanged. Page 13 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, refining, marketing, NGL and chemicals margins, inventory and product stock levels, supply capacity, 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 identified by such phrases as `will', `expects', `is expected to', `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. In addition to factors set forth elsewhere in this report, the factors set forth above are important factors, although not exhaustive, that 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 2000 and in the Annual Report on Form 20-F for 2000 filed with the US Securities and Exchange Commission. 2001 DIVIDENDS On February 12, 2002, BP p.l.c. announced a fourth quarterly dividend for 2001 of 5.75 cents per ordinary share of 25 cents (ordinary shares), representing $0.345 per American Depositary Share (ADS) amounting to $1,288 million in total. The record date for qualifying US resident holders of American Depositary Shares as well as holders of ordinary shares was February 12, 2002, with payment to be made on March 18, 2002. The dividend payable on March 18 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 $0.038 per ADS. There is a Dividend Reinvestment Plan whereby holders of ordinary shares can elect to reinvest the net cash dividend in shares purchased on the London Stock Exchange. This plan is not available to any person resident in the USA or Canada, or in any jurisdiction outside the UK where such an offer requires compliance by the Company with any governmental or regulatory procedures or any similar formalities. A dividend reinvestment facility is, however, available for holders of ADSs through the Direct Access Plan of Morgan Guaranty Trust Company of New York. Participants in the Dividend Reinvestment Plan or the dividend reinvestment facility included in the US Direct Access Plan will receive the dividend in the form of shares on March 18, 2002. Page 14 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ ($ million, except per share amounts) Turnover - Note 3 37,114 44,846 175,389 161,826 Less: joint ventures 297 284 1,171 13,764 ------- ------ ------- ------- Group turnover 36,817 44,562 174,218 148,062 Replacement cost of sales 32,449 36,031 146,893 120,720 Production taxes - Note 4 336 564 1,689 2,061 ------- ------ ------- ------- Gross profit 4,032 7,967 25,636 25,281 Distribution and administration expenses 2,499 3,671 10,918 9,331 Exploration expense - Note 5 144 157 480 599 ------- ------ ------- ------- 1,389 4,139 14,238 15,351 Other income 208 272 694 805 ------- ------ ------- ------- Group replacement cost operating profit 1,597 4,411 14,932 16,156 Share of profits of joint ventures 91 92 443 808 Share of profits of associated undertakings 219 260 760 792 ------- ------ ------- ------- Total replacement cost operating profit Notes 6 and 7 1,907 4,763 16,135 17,756 Profit (loss) on sale of fixed assets and businesses and termination of operations - Note 8 (38) 78 535 220 ------- ------ ------- ------- Replacement cost profit before interest and tax - Note 6 1,869 4,841 16,670 17,976 Inventory holding gains (losses) - Note 9 (1,297) (561) (1,900) 728 ------- ------ ------- ------- Historical cost profit before interest and tax 572 4,280 14,770 18,704 Interest expense - Note 10 414 611 1,670 1,770 ------- ------ ------- ------- Profit before taxation 158 3,669 13,100 16,934 Taxation - Note 11 537 1,242 5,017 4,972 ------- ------ ------- ------- Profit after taxation (379) 2,427 8,083 11,962 Minority shareholders' interest 26 17 73 92 ------- ------ ------- ------- Profit for the period (405) 2,410 8,010 11,870 ======= ====== ======= ======= Earnings per ordinary share - cents (a) Basic (1.78) 10.53 35.70 54.85 Diluted (1.76) 10.47 35.48 54.48 ------- ------ ------- ------- Earnings per American depositary share - cents (a) Basic (10.68) 63.18 214.2 329.1 Diluted (10.56) 62.82 212.9 362.9 ------- ------ ------- ------- Average number of outstanding ordinary shares (millions) 22,396 22,516 22,436 21,638 ======= ====== ======= ======= Page 15 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET December 31, 2001 December 31, 2000 (Unaudited) ($ million) Fixed assets Intangible assets 15,593 16,893 Tangible assets 77,410 75,173 Investments 12,047 11,753 -------- -------- 105,050 103,819 Current assets Business held for resale - 636 Inventories 7,631 9,234 Receivables 26,669 28,418 Investments 450 661 Cash at bank and in hand 1,358 1,170 -------- -------- 36,108 40,119 -------- -------- Current liabilities - falling due within one year Finance debt 9,090 6,418 Accounts payable and accrued liabilities 28,524 30,729 -------- -------- 37,614 37,147 -------- -------- Net current assets (liabilities) (1,506) 2,972 -------- -------- Total assets less current liabilities 103,544 106,791 Noncurrent liabilities Finance debt 12,327 14,772 Accounts payable and accrued liabilities 3,086 5,223 Provisions for liabilities and charges 13,137 12,795 -------- -------- 28,550 32,790 -------- -------- Net assets 74,994 74,001 Minority shareholders' interest 627 585 -------- -------- BP shareholders' interest (a) - Note 15 74,367 73,416 ======== ======== Represented by: Capital shares Preference 21 21 Ordinary 5,608 5,632 Paid-in surplus 4,014 3,770 Merger reserve 26,983 26,869 Retained earnings 37,494 36,668 Other reserves 247 456 -------- -------- 74,367 73,416 ======== ======== Page 16 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ ($ million) Net cash inflow from operating activities 5,547 5,779 22,409 20,416 ------- ------- ------- ------- Dividends from joint ventures 12 - 104 645 ------- ------- ------- ------- Dividends from associated undertakings 104 120 528 394 ------- ------- ------- ------- Servicing of finance and returns on investments Interest received 83 100 256 444 Interest paid (229) (471) (1,282) (1,354) Dividends received 35 30 132 42 Dividends paid to minority shareholders (38) (4) (54) (24) ------- ------- ------- ------- Net cash outflow from servicing of finance (149) (345) (948) (892) and returns on investments ------- ------- ------- ------- Taxation UK corporation tax (454) (428) (1,058) (869) Overseas tax (968) (1,571) (3,602) (5,329) ------- ------- ------- ------- Tax paid (1,422) (1,999) (4,660) (6,198) ------- ------- ------- ------- Capital expenditure Payments for fixed assets (3,688) (3,689) (12,214) (10,101) Proceeds from the sale of fixed assets 615 917 2,365 3,029 ------- ------- ------- ------- Net cash outflow for capital expenditure (3,073) (2,772) (9,849) (7,072) ------- ------- ------- ------- Acquisitions and disposals Investments in associated undertakings (179) (88) (586) (985) Acquisitions, net of cash acquired (602) (1,561) (1,210) (6,265) Net investment in joint ventures (220) - (497) (218) Proceeds from the sale of businesses 231 402 538 8,333 ------- ------- ------- ------- Net cash (outflow) inflow for (770) (1,247) (1,755) 865 acquisitions and disposals ------- ------- ------- ------- Equity dividends paid (1,232) (1,183) (4,827) (4,415) ------- ------- ------- ------- Net cash inflow (outflow) (983) (1,647) 1,002 3,743 ======= ======= ======= ======= Financing (855) (1,059) 972 3,413 Management of liquid resources (65) (158) (211) 452 Increase (decrease) in cash (63) (430) 241 (122) ------- ------- ------- ------- (983) (1,647) 1,002 3,743 ======= ======= ======= ======= --------------- (a) This cash flow statement has been prepared in accordance with UK GAAP. A cash flow statement presented on a SFAS95 format is included in Note 16. Page 17 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS - continued Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ ($ million) Reconciliation of historical cost profit before interest and tax to net cash inflow from operating activities Historical cost profit before interest and tax 572 4,280 14,770 18,704 Depreciation and amounts provided 2,430 2,228 8,750 7,449 Exploration expenditure written off 85 73 238 264 Share of profits of joint ventures and associated undertakings (303) (350) (1,194) (1,853) Interest and other income (132) (79) (478) (360) (Profit) loss on sale of fixed assets and businesses 36 (78) (537) (196) Charge for provisions 187 33 1,008 702 Utilization of provisions (221) (426) (1,119) (969) Decrease (increase) in stocks 1,368 (185) 1,490 (1,449) Decrease (increase) in debtors 1,241 (1,952) 1,989 (5,587) Increase (decrease) in creditors 284 2,235 (2,508) 3,711 ------- ------- ------- ------- Net cash inflow from operating activities 5,547 5,779 22,409 20,416 ======= ======= ======= ======= Financing Long-term borrowing (267) (96) (1,296) (1,680) Repayments of long-term borrowing 434 1,359 2,602 2,353 Short-term borrowing (2,764) (3,072) (6,257) (4,120) Repayments of short-term borrowing 1,656 148 4,823 4,821 ------- ------- ------- ------- (941) (1,661) (128) 1,374 Issue of ordinary share capital (13) (16) (181) (257) Repurchase of ordinary share capital 99 618 1,281 2,001 Stamp duty reserve tax - - - 295 ------- ------- ------- ------- Net cash outflow from financing (855) (1,059) 972 3,413 ======= ======= ======= ======= --------------- (a) This cash flow statement has been prepared in accordance with UK GAAP. A cash flow statement presented on a SFAS95 format is included in Note 16. Page 18 BP p.l.c. AND SUBSIDIARIES CAPITAL EXPENDITURE AND ACQUISITIONS Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ ($ million) By business Exploration and Production UK 312 362 1,095 961 Rest of Europe 99 85 329 195 USA 862 897 4,155 3,179 Rest of World 880 781 3,282 2,048 ------- ------- ------- ------- 2,153 2,125 8,861 6,383 ------- ------- ------- ------- Gas and Power UK (a) 46 86 97 194 Rest of Europe 45 13 82 16 USA (b) 61 5 109 73 Rest of World 57 23 71 53 ------- ------- ------- ------- 209 127 359 336 ------- ------- ------- ------- Refining and Marketing UK (c)(d) 127 393 394 5,409 Rest of Europe (d) 209 328 380 1,712 USA (e) 623 652 1,311 1,092 Rest of World 157 227 330 480 ------- ------- ------- ------- 1,116 1,600 2,415 8,693 ------- ------- ------- ------- Chemicals UK 26 210 205 620 Rest of Europe (f) 294 17 917 112 USA 167 166 460 349 Rest of World 107 119 344 504 ------- ------- ------- ------- 594 512 1,926 1,585 ------- ------- ------- ------- Other businesses and corporate (g) 356 596 563 30,616 ------- ------- ------- ------- 4,428 4,960 14,124 47,613 ======= ======= ======= ======= By geographical area UK 745 1,144 2,128 7,438 Rest of Europe 709 443 1,787 2,041 USA 1,758 1,796 6,160 34,037 Rest of World 1,216 1,577 4,049 4,097 ------- ------- ------- ------- 4,428 4,960 14,124 47,613 ======= ======= ======= ======= --------------- (a) 4Q 2000 included $62 million for the second instalment on two LNG ships. Year 2000 also included investment in Great Yarmouth Power Station plus the first and second instalment on the two LNG ships. (b) Year 2000, 4Q 2001 and year 2001 included investment in Green Mountain Energy Company. (c) Year 2000 included $4,686 million for the purchase of Burmah Castrol's issued share capital. 4Q and year 2000 included $175 million for the acquisition of the minority interest in Castrol India. (d) Year 2000 included $1,450 million for the acquisition of the Mobil share of the European Joint Venture. (e) 4Q and year 2000 included $110 million for the Olympic pipeline and $70 million for Exxon's aviation lubricants business. (f) 4Q 2001 included the formation of the joint venture with Solvay. Year 2001 also included the acquisition of Bayer's 50% interest in Erdolchemie. (g) 4Q and year 2000 included $416 million for the investment in Sinopec. Year 2000 included $27,506 million for the acquisition of ARCO, $1,688 million for the acquisition of the minority interest in Vastar and $578 million for the acquisition of a 2.2% interest in PetroChina. Page 19 BP p.l.c. AND SUBSIDIARIES ENVIRONMENTAL INDICATORS Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ Average oil realizations (a) - $/bbl UK 18.53 28.55 23.55 27.38 USA 17.05 28.02 21.87 25.94 Rest of World 17.70 27.48 21.90 26.49 BP average 17.72 28.08 22.50 26.63 Brent oil price 19.41 29.56 24.44 28.44 West Texas Intermediate oil price 20.31 31.99 25.89 30.38 Alaska North Slope US West Coast 17.79 29.42 23.18 28.35 Average natural gas realizations - $/mcf UK 3.15 3.03 3.07 2.42 USA 2.06 5.15 3.99 3.72 Rest of World 1.99 2.63 2.52 2.25 BP average 2.28 3.76 3.30 2.91 Henry Hub gas price (b) ($/mmBtu) 2.45 5.28 4.26 3.90 Global Indicator Refining Margins (c) - $/bbl Northwest Europe 1.53 3.63 2.24 3.35 US Gulf Coast 1.79 3.78 4.84 3.99 Midwest 2.63 3.54 6.05 4.03 US West Coast 6.25 10.21 8.60 8.77 Singapore 1.20 2.18 0.90 2.11 BP average 2.40 4.46 4.06 4.22 Chemicals Indicator Margin (d) - $/te 108(e) 117(f) 108(e) 126(f) --------------- (a) Crude oil and natural gas liquids. (b) Henry Hub First of Month Index. (c) The Global Indicator Refining Margin (GIM) is the average of seven regional indicator margins weighted for BP's crude refining capacity in each region. Each regional indicator margin is based on a single representative crude with product yields characteristic of the typical level of upgrading complexity. (d) The Chemicals Indicator Margin (CIM) is a weighted average of externally-based product margins. It is based on market data collected by Chem Systems in their quarterly market analyses, then weighted based on BP's product portfolio. While it does not cover our entire portfolio, it includes a broader range of products than our previous indicator. Amongst the products and businesses covered in the CIM are olefins and derivatives, aromatics and derivatives, linear alpha olefins, acetic acid, vinyl acetate monomer and nitriles. Not included are fabrics and fibres, plastic fabrications, poly alpha olefins, anhydrides, engineering polymers and carbon fibres, speciality intermediates, and the remaining parts of the solvents and acetyls businesses. (e) Provisional. The data for the fourth quarter is based on two months' actuals and one month of provisional data. (f) Restated following review of product margins with Chem Systems. US dollar/sterling exchange rates Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ Average rates for the period 1.44 1.45 1.44 1.51 Period-end rates 1.45 1.49 1.45 1.49 ======= ======= ====== ======= Page 20 BP p.l.c. AND SUBSIDIARIES SPECIAL ITEMS AND ACQUISITION AMORTIZATION BY SEGMENT (PRE-TAX) Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ ($ million) Special items Exploration and Production UK 70 5 70 117 Rest of Europe - - - - USA 77 25 77 312 Rest of World 175 19 175 95 ------- ------- ------- ------- 322 49 322 524 ------- ------- ------- ------- Gas and Power UK - - - - Rest of Europe - - - - USA - - - - Rest of World - - - - ------- ------- ------- ------- - - - - ------- ------- ------- ------- Refining and Marketing UK 70 59 131 73 Rest of Europe 44 38 167 89 USA 63 188 82 358 Rest of World 36 59 107 75 ------- ------- ------- ------- 213 344 487 595 ------- ------- ------- ------- Chemicals UK 89 1 89 6 Rest of Europe 33 18 41 20 USA (16) 18 (16) 65 Rest of World - 185 - 185 ------- ------- ------- ------- 106 222 114 276 ------- ------- ------- ------- Other businesses and corporate UK - 63 - 119 Rest of Europe - - - - USA 73 173 73 369 Rest of World - - - - ------- ------- ------- ------- 73 236 73 488 ------- ------- ------- ------- Total special items before interest 714 851 996 1,883 Interest - bond redemption charges - 111 62 111 ------- ------- ------- ------- Total 714 962 1,058 1,994 ======= ======= ======= ======= Acquisition amortization Exploration and Production UK 41 30 151 85 USA 323 373 1,474 1,058 Rest of World 33 10 134 31 ------- ------- ------- ------- 397 413 1,759 1,174 ------- ------- ------- ------- Refining and Marketing UK 99 104 394 208 USA 81 81 324 232 ------- ------- ------- ------- 180 185 718 440 ======= ======= ======= ======= Total 577 598 2,477 1,614 ======= ======= ======= ======= Page 21 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The financial statements and notes included in this Report for the year ended December 31, 2001 do not constitute statutory accounts. It is an extract from the 2001 annual accounts (except Notes 16 and 17), approved by a duly appointed and authorized committee of the Board of Directors at the Results Committee on February 12, 2002, but not yet delivered to the UK Registrar of Companies; the report of the auditors on those accounts was unqualified. The accounting policies used in preparing the 2001 annual accounts are consistent with those applied in the preceding annual accounts. The results for the three months ended December 31, 2001 and 2000 are unaudited and in the opinion of management include all adjustments necessary for a fair presentation of the results for the periods presented. The 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, 2000 included in BP's Annual Report on Form 20-F filed with the Securities and Exchange Commission. 2. Business held for resale The sale of Foseco was completed during the third quarter of 2001. The other former Burmah Castrol chemicals businesses originally categorized as businesses held for resale will for now be retained and have been included within the Chemicals segment from July 1, 2001. Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ ($ million) 3. Turnover By business Exploration and Production 5,336 8,965 28,229 30,942 Gas and Power 7,452 8,553 39,208 21,013 Refining and Marketing 26,528 32,708 120,233 107,883 Chemicals 2,481 2,754 11,515 11,247 Other businesses and corporate 216 51 783 249 ------- ------ -------- -------- 42,013 53,031 199,968 171,334 Less: sales between businesses 5,196 8,469 25,750 23,272 ------- ------ -------- -------- Group excluding joint ventures 36,817 44,562 174,218 148,062 Sales of joint ventures 297 284 1,171 13,764 ------- ------ -------- -------- 37,114 44,846 175,389 161,826 ======= ====== ======== ======== By geographical area UK 11,432 11,982 47,618 45,400 Rest of Europe 8,657 11,217 36,701 20,553 USA 16,039 19,023 84,696 71,084 Rest of World 7,285 9,406 33,911 31,014 ------- ------ -------- -------- 43,413 51,628 202,926 168,051 Less: Sales between areas 6,596 7,066 28,708 19,989 ------- ------ -------- -------- Group excluding joint ventures 36,817 44,562 174,218 148,062 ======= ====== ======== ======== Sales of joint ventures UK 13 - 13 3,314 Rest of Europe 30 - 30 12,316 USA 82 87 318 270 Rest of World 172 197 810 686 ------- ------ -------- -------- 297 284 1,171 16,586 Less: sales between areas - - - 2,822 ------- ------ -------- -------- 297 284 1,171 13,764 ======= ====== ======== ======== 4. Production taxes UK petroleum revenue tax 147 162 600 707 Overseas production taxes 189 402 1,089 1,354 ------- ------ -------- -------- 336 564 1,689 2,061 ======= ====== ======== ======== Page 22 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ ($ million) 5. Exploration expense Exploration and Production UK 9 13 14 36 Rest of Europe 7 10 22 42 USA 82 72 256 257 Rest of World 46 62 188 264 ------- ------- ------- ------- 144 157 480 599 ======= ======= ======= ======= 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, 2000. 7. Total replacement cost operating profit By business Exploration and Production UK 571 1,082 3,424 4,043 Rest of Europe 144 232 748 826 USA 440 1,678 4,629 5,114 Rest of World 500 1,246 3,616 4,029 ------- ------- ------- ------- 1,655 4,238 12,417 14,012 ------- ------- ------- ------- Gas and Power UK (29) 1 58 14 Rest of Europe 61 54 181 148 USA 45 29 265 104 Rest of World 29 99 17 305 ------- ------- ------- ------- 106 183 521 571 ------- ------- ------- ------- Refining and Marketing UK (197) (71) (475) 173 Rest of Europe 227 354 762 753 USA 59 388 2,637 2,211 Rest of World 303 121 701 386 ------- ------- ------- ------- 392 792 3,625 3,523 ------- ------- ------- ------- Chemicals UK (75) 10 (216) (71) Rest of Europe (1) 15 185 286 USA (9) 56 62 581 Rest of World 18 (163) 97 (36) ------- ------- ------- ------- (67) (82) 128 760 ------- ------- ------- ------- Other businesses and corporate (179) (368) (556) (1,110) ------- ------- ------- ------- 1,907 4,763 16,135 17,756 ======= ======= ======= ======= By geographical area UK 375 834 2,668 3,773 Rest of Europe 388 608 1,814 2,013 USA 243 2,026 7,049 7,296 Rest of World 901 1,295 4,604 4,674 ------- ------- ------- ------- 1,907 4,763 16,135 17,756 ======= ======= ======= ======= Page 23 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ ($ million) 8. Analysis of exceptional items Profit (loss) on sale of fixed assets and businesses and termination of operations Exploration and Production (85) (96) 195 119 Gas and Power - 2 (1) 1 Refining and Marketing 18 (87) 471 98 Chemicals (130) 28 (297) (212) Other businesses and corporate 159 231 167 214 ------- ------- ------- ------- Exceptional items before taxation (38) 78 535 220 Taxation charge (126) 94 (505) (292) ------- ------- ------- ------- Exceptional items after taxation (164) 172 30 (72) ======= ======= ======= ======= 9. Inventory holding gains (losses) Exploration and Production (5) (1) (6) 4 Gas and Power (20) (11) (81) 11 Refining and Marketing (1,138) (520) (1,583) 620 Chemicals (134) (29) (230) 93 ------- ------- ------- ------- (1,297) (561) (1,900) 728 ======= ======= ======= ======= 10.Interest expense Group interest payable (a) 286 532 1,308 1,482 Capitalized (7) (42) (81) (119) ------- ------- ------- ------- 279 490 1,227 1,363 Joint ventures 21 19 70 78 Associated undertakings 26 42 135 140 Unwinding of discount on provisions 46 60 196 189 Change in discount rate for provisions 42 - 42 - ------- ------- ------- ------- 414 611 1,670 1,770 ======= ======= ======= ======= (a)Includes charges relating to the early redemption of debt (a) - 111 62 111 ------- ------- ------- ------- 11.Charge for taxation United Kingdom 174 334 940 1,207 Overseas 363 908 4,077 3,765 ------- ------- ------- ------- 537 1,242 5,017 4,972 ======= ======= ======= ======= Page 24 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ ($ million) 12.Return on average capital employed (ROACE) Replacement cost basis Replacement cost profit before exceptional items 1,056 2,799 9,880 11,214 Interest 414 611 1,670 1,770 Minority shareholders' interest 26 17 73 92 ------- ------- ------- ------- 1,496 3,427 11,623 13,076 ====== ======= ======= ======= Average capital employed 97,025 94,402 95,829 86,214* ROACE 6.2% 15% 12.1% 16% ------- ------- ------- ------- Acquisitions and special items adjustments Acquisition amortization 577 598 2,477 1,614 Special items (post tax) 571 582 775 1,343 Average capital employed 18,275 20,762 19,225 20,755* ROACE - pro forma basis adjusted for special items 13.4% 25% 19.4% 23% ------- ------- ------- ------- Historical cost basis Historical cost profit after exceptional items (405) 2,410 8,010 11,870 Interest 414 611 1,670 1,770 Minority shareholders' interest 26 17 73 92 ------- ------- ------- ------- 35 3,038 9,753 13,732 ======= ======= ======= ======= ROACE 0.1% 13% 10.2% 17% ======= ======= ======= ======= * As the acquisition of ARCO was completed in April 2000 and Burmah Castrol in July 2000, the average capital employed for 2000 has been calculated as the average of the four discrete quarters. 13.Analysis of changes in net debt Opening balance Finance debt 20,474 19,688 21,190 14,544 Less:Cash 1,438 1,607 1,170 1,331 Current asset investments 519 862 661 220 ------- ------- ------- ------- Opening net debt 18,517 17,219 19,359 12,993 ------- ------- ------- ------- Closing balance Finance debt 21,417 21,190 21,417 21,190 Less:Cash 1,358 1,170 1,358 1,170 Current asset investments 450 661 450 661 ------- ------- ------- ------- Closing net debt 19,609 19,359 19,609 19,359 ------- ------- ------- ------- Decrease (increase) in net debt (1,092) (2,140) (250) (6,366) ======= ======= ======= ======= Movement in cash/bank overdrafts (63) (430) 241 (122) (Decrease) increase in current asset investments (65) (158) (211) 452 Net cash (inflow) outflow from financing (excluding share capital) (941) (1,661) (128) 1,374 Other movements (17) (24) (36) (44) Debt acquired (8) - (55) (8,072) ------- ------- ------- ------- Movements in net debt before exchange effects (1,094) (2,273) (189) (6,412) Exchange adjustments 2 133 (61) 46 ------- ------- ------- ------- Decrease (increase) in net debt (1,092) (2,140) (250) (6,366) ======= ======= ======= ======= Page 25 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued Three months ended Year ended December 31 December 31 (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ ($ million) 14.Net debt ratio - net debt: net debt + equity Gross debt 21,417 21,190 21,417 21,190 Cash and current asset investments 1,808 1,831 1,808 1,831 ------- ------- ------- ------- Net debt 19,609 19,359 19,609 19,359 Equity 74,994 74,001 74,94 74,001 ------- ------- ------- ------- Net debt ratio 21% 21% 21% 21% Acquisition adjustment (a) 17,986 20,463 17,986 20,463 ------- ------- ------- ------- Net debt ratio - pro forma basis (b) 26% 27% 26% 27% ======= ======= ======= ======= --------------- (a) Acquisition adjustment refers to the fixed asset revaluation adjustment 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. 15.Movement in BP shareholders' interest $ million Balance at December 31, 2000 73,416 Profit for the period 8,010 Distribution to shareholders (4,935) Currency translation differences (908) Employee share schemes 181 Share buyback (1,281) Redemption of ARCO preference shares (116) ------- Balance at December 31, 2001 74,367 ======= Page 26 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. 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: (a) Group consolidation Investments in entities over which the Group does not exercise control (associates and joint ventures) 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. 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 requires these activities to be accounted for by proportional consolidation, which is equivalent to UK GAAP. The following summarizes the reclassifications for associates and joint ventures necessary to accord with US GAAP. Three months ended December 31, 2001 (Unaudited) --------------------------------------------------- As US GAAP Reported Reclassification Presentation -------------------------------------------------- ($ million) Consolidated statement of income Other income 208 168 376 Share of profits of JVs and 310 (310) - associated undertakings Exceptional items before taxation (38) 1 (37) Inventory holding gains (losses) (1,297) 6 (1,291) Interest expense 414 (47) 367 Taxation 537 (88) 449 Profit for the period (405) - (405) Year ended December 31, 2001 (Unaudited) --------------------------------------------------- As US GAAP Reported Reclassification Presentation -------------------------------------------------- ($ million) Consolidated statement of income Other income 694 692 1,386 Share of profits of JVs and 1,203 (1,203) - associated undertakings Exceptional items before taxation 535 2 537 Inventory holding gains (losses) (1,900) 7 (1,893) Interest expense 1,670 (205) 1,465 Taxation 5,017 (297) 4,720 Profit for the year 8,010 - 8,010 Page 27 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. US generally accepted accounting principles - continued Three months ended December 31, 2000 (Unaudited) --------------------------------------------------- As US GAAP Reported Reclassification Presentation -------------------------------------------------- ($ million) Consolidated statement of income Other income 272 198 470 Share of profits of JVs and 352 (352) - associated undertakings Exceptional items before taxation 78 - 78 Inventory holding gains (losses) (561) 2 (559) Interest expense 611 (61) 550 Taxation 1,242 (91) 1,151 Profit for the period 2,410 - 2,410 Year ended December 31, 2000 (Unaudited) --------------------------------------------------- As US GAAP Reported Reclassification Presentation -------------------------------------------------- ($ million) Consolidated statement of income Other income 805 1,416 2,221 Share of profits of JVs and 1,600 (1,600) - associated undertakings Exceptional items before taxation 220 (24) 196 Inventory holding gains (losses) 728 (229) 499 Interest expense 1,770 (218) 1,552 Taxation 4,972 (219) 4,753 Profit for the year 11,870 - 11,870 (b) 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. (c) 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 businesses and fixed assets and fundamental restructuring charges. Under US GAAP these items are classified as operating income or expenses. (d) Impairment Both UK and US GAAP require that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. US GAAP requires, in performing the review for recoverability, the entity to estimate the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized. Otherwise, no impairment loss is recognized. Measurement of an impairment loss for long-lived assets and identifiable intangibles that an entity expects to hold and use is based on the fair value of the assets. For UK GAAP to the extent that the carrying amount exceeds the recoverable amount, that is the higher of net realizable value and value in use (fair value) the fixed asset is written down to its recoverable amount. In 2001 a revision of $911 million to the previously reported fair values for tangible fixed assets relating to the 2000 acquisition of Atlantic Richfield Company (ARCO) under UK GAAP has been reflected as a charge for impairment under US GAAP and included within the adjustment for depreciation. Page 28 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. US generally accepted accounting principles - continued (e) 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. 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. The adjustments for decommissioning expense, interest expense and decommissioning and environmental provisions arise from the differences between the UK and US GAAP bases for determining provisions. (f) Deferred taxation Under the UK GAAP restricted liability method, deferred taxation is only provided where timing differences are expected to reverse in the foreseeable future. Under US GAAP deferred taxation is provided for temporary differences between the financial reporting basis and the tax basis of the Group's assets and liabilities at enacted tax rates. 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 for fixed assets, depreciation and deferred taxation arise from the difference between the UK GAAP and US GAAP bases for deferred taxation. At December 31, 2001, the adjustment to the carrying amount of fixed assets was $7,032 million ($8,367 million at December 31, 2000) and the related deferred tax liability $7,014 million ($8,336 million at December 31, 2000). The charge for depreciation in 2001 in respect of these assets was $1,330 million (2000 $706 million) and the credit for taxation $1,313 million (2000 $672 million). (g) 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. (h) 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. (i) 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. Page 29 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. US generally accepted accounting principles - continued (j) Goodwill In 2001 a revision of $814 million to the previously reported fair value of the liability for taxation relating to the ARCO acquisition under UK GAAP has been reflected as a reduction of goodwill for US GAAP. This adjustment plus other differences in the basis for determining goodwill between UK and US GAAP, result in goodwill for US GAAP being lower than for UK GAAP at the year end. The amortization of the difference is included within goodwill. (k) Debt retirement charges Under US GAAP charges arising on the early retirement of debt would be shown as an extraordinary item. Under UK GAAP they are included within interest expense. (l) 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. The Group's accounting policies under UK GAAP do not satisfy the criteria for hedge accounting under SFAS 133. The Group does not intend to modify its practice under UK GAAP. 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 those derivative instruments, there was no impact of adopting SFAS 133 on the Group's results of operations and financial position, as adjusted to accord with 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) and a pre tax credit to other comprehensive income of $57 million ($37 million after tax). The net gain included in other comprehensive income as of January 1, 2001 has been reclassified into earnings during 2001. 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. SFAS 133 requires these contracts to be marked to market. On the basis of SFAS 133 Implementation Issue C11, the cumulative effect of adopting SFAS 133 for these derivatives resulted in a pre-tax charge to income, as adjusted to accord with US GAAP, at July 1, 2001 of $530 million ($344 million after tax). The results of operations adjusted to accord with US GAAP for the three months and nine months ended September 30, 2001 and shareholders' interest adjusted to accord with US GAAP at September 30, 2001 have been restated accordingly. Page 30 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. US generally accepted accounting principles - continued Because the Company does not intend to modify its accounting practice to satisfy the criteria for hedge accounting under SFAS 133, the Group's results of operations, as adjusted to accord with US GAAP, will not necessarily be representative of the results it would report if US GAAP were used to prepare the consolidated financial statements of the Group and the Group sought to meet the hedge criteria of SFAS 133. (m) 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 should be accounted for as a realized loss and charged against income. (n) Gain arising on asset exchange For UK GAAP the transaction with Solvay, 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 ($157 million after tax). Page 31 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. US generally accepted accounting principles - continued The following is a summary of the adjustments to profit for the period and to BP shareholders' interest which would be required if generally accepted accounting principles in the United States (US GAAP) had been applied instead of those generally accepted in the United Kingdom. Profit for the year Three months ended Year ended December 31 December 31 (Unaudited) (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ ($ million) Profit as reported in the consolidated statement of income (405) 2,410 8,010 11,870 Adjustments: -------- ------- ------- -------- Depreciation charge (1,395) (508) (2,239) (766) Decommissioning and environmental expense (290) (124) (603) (338) Onerous property leases (4) (21) (45) (42) Derivative financial instruments (210) - (481) - Gain arising on asset exchange 242 - 242 - Interest expense 88 60 238 189 Deferred taxation (805) (125) (615) (790) Other 5 15 19 60 -------- ------- ------- -------- (2,369) (703) (3,484) (1,687) -------- ------- ------- -------- Profit for the period before cumulative effect of accounting change as adjusted to accord with US GAAP (2,774) 1,707 4,526 10,183 Cumulative effect of accounting change: Derivative financial instruments - - (362) - -------- ------- ------- -------- Profit for the period as adjusted to accord with US GAAP (2,774) 1,707 4,164 10,183 ======== ======= ======= ======== Profit for the period as adjusted: Per ordinary share - cents Basic - before cumulative effect of accounting change (12.39) 7.58 20.16 47.05 Cumulative effect of accounting change - - (1.61) - -------- ------- ------- -------- (12.39) 7.58 18.55 47.05 -------- ------- ------- -------- Diluted - before cumulative effect of accounting change (12.32) 7.53 20.04 46.74 Cumulative effect of accounting change - - (1.60) - -------- ------- ------- -------- (12.32) 7.53 18.44 46.74 -------- ------- ------- -------- Per American Depositary Share - cents (a) Basic - before cumulative effect of accounting change (74.34) 45.48 120.96 282.30 Cumulative effect of accounting change - - (9.66) - -------- ------- ------- -------- (74.34) 45.48 111.30 282.30 -------- ------- ------- -------- Diluted - before cumulative effect of accounting change (73.92) 45.18 120.24 280.44 Cumulative effect of accounting change - - (9.60) - -------- ------- ------- -------- (73.92) 45.18 110.64 280.44 -------- ------- ------- -------- Page 32 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. US generally accepted accounting principles - continued BP shareholders' interest December 31, 2001 December 31, 2000 (b) (Unaudited) ------------------------------------------ ($ million) BP shareholders' interest as reported in the consolidated balance sheet 74,367 73,416 Adjustments: Fixed assets 6,069 8,777 Ordinary shares held for future awards to employees (266) (360) Sale and leaseback of Chicago office building (413) (413) Decommissioning and environmental provisions (780) (921) Onerous property leases 65 105 Derivative financial instruments (1,038) - Gain arising on asset exchange 242 - Deferred taxation (16,164) (15,843) Fourth quarterly dividend 1,288 1,178 Net unrealized loss on investments (2) - Pension liability adjustment (942) (145) Other (104) (128) -------- -------- (12,045) (7,750) ------- ------- BP shareholders' interest as adjusted to accord with US GAAP 62,322 65,666 ======= ======= --------------- (a) One American Depositary Share is equivalent to six ordinary shares. (b) As reported in Note 43 of Notes to Financial Statements included in BP's Annual Report on Form 20-F for the year ended December 31, 2000. Page 33 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. US generally accepted accounting principles - continued Three months and nine months ended September 30, 2001 The following is a summary of the adjustments to profit for the period and 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. It has been restated to reflect a revision to the effect of adopting SFAS 133 - see paragraph (l) above. Three months ended Nine months ended September 30, 2001 September 30, 2001 Profit for the period (Unaudited) (Unaudited) As As Restated Reported Restated Reported -------------------- -------------------- Profit for the period before cumulative effect of accounting change as adjusted to accord with US GAAP 1,761 1,770 7,300 7,309 Cumulative effect of accounting change: Derivative financial instruments (344) - (362) (18) ------- ------- ------- ------- Profit for the period as adjusted to accord with US GAAP 1,417 1,770 6,938 7,291 ======= ======= ======= ======= Profit for the period as adjusted: Per ordinary share - cents Basic - before cumulative effect of accounting change 7.85 7.89 32.52 32.56 Cumulative effect of accounting change (1.53) - (1.61) (0.08) ------- ------- ------- ------- 6.32 7.89 30.91 32.48 ------- ------- ------- ------- Diluted - before cumulative effect of accounting change 7.81 7.85 32.31 32.35 Cumulative effect of accounting change (1.52) - (1.60) (0.08) ------- ------- ------- ------- 6.29 7.85 30.71 32.27 ------- ------- ------- ------- Per American Depositary Share - cents (a) Basic - before cumulative effect of accounting change 47.10 47.34 195.12 195.36 Cumulative effect of accounting change (9.18) - (9.66) (0.48) ------- ------- ------- ------- 37.92 47.34 185.46 194.88 ------- ------- ------- ------- Diluted - before cumulative effect 46.86 47.10 193.86 194.10 of accounting change Cumulative effect of accounting change (9.12) - (9.60) (0.48) ------- ------- ------- ------- 37.74 47.10 184.26 193.62 ------- ------- ------- ------- September 30, 2001 September 30, 2001 Restated As reported BP shareholders' interest (Unaudited) (Unaudited) ------------------ ------------------ ($ million) BP shareholders' interest as adjusted to accord with US GAAP 67,293 67,646 ======= ======= --------------- (a) One American Depositary Share is equivalent to six ordinary shares. Page 34 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. US generally accepted accounting principles - continued The consolidated statement of cash flows presented in accordance with SFAS 95 is as follows: Three months ended Year ended December 31 December 31 (Unaudited) (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ ($ million) Operating activities Profit after taxation (379) 2,427 8,083 11,962 Adjustments to reconcile profits after tax to net cash provided by operating activities Depreciation and amounts provided 2,430 2,228 8,750 7,449 Exploration expenditure written off 85 73 238 264 Share of profits of joint ventures and associates less dividends received (52) (78) (60) (377) (Profit) loss on sale of businesses and fixed assets 36 (78) (537) (196) Working capital movement (see analysis below) 2,087 (578) 1,319 (2,848) Other (71) (393) (225) (1,650) ------- ------- ------- ------- Net cash provided by operating activities 4,136 3,601 17,568 14,604 ------- ------- ------- ------- Investing activities Capital expenditures (3,695) (3,731) (12,295) (10,220) Acquisitions, net of cash acquired (602) (1,561) (1,210) (6,265) Investment in associated undertakings (179) (88) (586) (985) Net investment in joint ventures (220) - (497) (218) Proceeds from disposal of assets 846 1,319 2,903 11,362 ------- ------- ------- ------- Net cash used in investing activities (3,850) (4,061) (11,685) (6,326) ------- ------- ------- ------- Financing activities Net proceeds from shares (repurchased) issued (86) (602) (1,100) (2,039) Proceeds from long-term financing 267 96 1,296 1,680 Repayments of long-term financing (434) (1,359) (2,602) (2,353) Net increase (decrease) in short-term debt 1,108 2,924 1,434 (701) Dividends paid - BP shareholders (1,232) (1,183) (4,827) (4,415) - Minority shareholders (38) (4) (54) (24) ------- ------- ------- ------- Net cash used in financing activities (415) (128) (5,853) (7,852) ------- ------- ------- ------- Currency translation differences relating to cash and cash equivalents (20) (50) (53) (50) ------- ------- ------- ------- (Increase) decrease in cash and cash equivalents (149) (638) (23) 376 ------- ------- ------- ------- Cash and cash equivalents at beginning of period 1,957 2,469 1,831 1,455 ------- ------- ------- ------- Cash and cash equivalents at end of period 1,808 1,831 1,808 1,831 ======= ======= ======= ======= Analysis of working capital movement Decrease (increase) in inventories 1,368 (185) 1,490 (1,449) Decrease (increase) in receivables 1,202 (1,904) 1,905 (5,501) (Decrease) increase in current liabilities (excluding finance debt) (483) 1,511 (2,076) 4,102 ------- ------- ------- ------- Total working capital movement 2,087 (578) 1,319 (2,848) ======= ======= ======= ======= Page 35 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. US generally accepted accounting principles - continued Comprehensive income The components of comprehensive income, net of related tax are as follows: Three months ended Year ended December 31 December 31 (Unaudited) (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ ($ million) Profit for the period as adjusted to accord with US GAAP (2,774) 1,707 4,164 10,183 Currency translation differences (316) (129) (908) (2,508) Derivative financial instruments (8) - - - Net unrealized loss on investments (2) - (2) - Pension liability (797) (1) (797) (1) -------- ------- ------- ------- Comprehensive income (3,897) 1,577 2,457 7,674 ======== ======= ======= ======= Accumulated other comprehensive income at December 31, 2001 and December 31, 2000 comprised losses of $5,734 million and $4,027 million, respectively. Consolidated balance sheet Under US GAAP Trade and Other receivables due after one year of $4,681 million at December 31, 2001 ($4,610 million at December 31, 2000), included within current assets, would have been classified as noncurrent assets. Borrowing under US Industrial Revenue/Municipal Bonds of $1,768 million (December 31, 2000 $1,671 million) included within current liabilities - falling due within one year would under US GAAP have been classified as noncurrent liabilities. The provision for deferred taxation is primarily in respect of noncurrent items. 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 (FRS1). The statement prepared under FRS1 presents substantially the same information as that required under FASB Statement of Financial Accounting Standards No. 95 'Statement of Cash Flows' (SFAS 95). Under FRS1 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 FRS1 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 FRS1 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 FRS1. 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 36 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. US generally accepted accounting principles - continued 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 Year ended December 31 December 31 (Unaudited) (Unaudited) 2001 2000 2001 2000 ------------------ ------------------ (shares million) Weighted average number of ordinary shares 22,396 22,516 22,436 21,638 Ordinary shares issuable under employee share schemes 120 151 138 145 -------- ------- ------- ------- 22,516 22,667 22,574 21,783 ======== ======= ======= ======= Page 37 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. US generally accepted accounting principles - concluded Recently issued accounting standards In June 2001 the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No.141 `Business Combinations' (SFAS 141) and No. 142 `Goodwill and Other Intangible Assets' (SFAS 142). Under SFAS 141, the pooling of interest method of accounting is no longer permitted; the purchase method must be used for all business combinations initiated after June 30, 2001. SFAS 142, which is effective for accounting periods beginning after December 15, 2001, 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 will continue to be amortized over their estimated useful lives. It is estimated that application of these new standards would increase the Group's results of operations, as adjusted to accord with US GAAP, by approximately $1,300 million for the year ended December 31, 2002, assuming no impairment of goodwill. Also 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. In August 2001, the FASB issued 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. SFAS 144 is effective for accounting periods beginning after December 15, 2001. The Company has not yet determined the effect of adopting SFAS 144 on its results of operations and shareholders' interest as adjusted to accord with US GAAP. Retirement benefits: In December 2000, the UK Accounting Standards Board issued Financial Reporting Standard No. 17 `Retirement Benefits' (`FRS17'). 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 FRS17 on the Group's results of operations and financial position. Accounting policies: In December 2000, the UK Accounting Standards Board issued Financial Reporting Standard No. 18 `Accounting Policies' (`FRS18'). The standard sets out the principles to be followed in selecting accounting policies and the disclosures required. FRS18 is effective for accounting periods ending on or after June 22, 2001. Adoption of the standard will have no impact on the Group's results of operations or financial position. Deferred taxation: In December 2000, the UK Accounting Standards Board issued Financial Reporting Standard No. 19 `Deferred Tax' (`FRS19'). The standard requires that deferred tax should be provided in full on most timing differences. FRS19 permits, but does not require, discounting of deferred tax assets and liabilities. The standard is effective for accounting periods ending on or after January 23, 2002. The Company has not yet completed its evaluation of the impact of FRS19 on the Group's results of operations and financial position. Page 38 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 17.Restatement of 2000 segment information On January 1, 2001 the natural gas liquids (NGL) operations located in the USA and Canada, were moved to the Gas and Power business from Refining and Marketing. Comparative information for 2000 has been restated as shown below. First Second Third Fourth Quarter Quarter Quarter Quarter 2000 ------------------------------------------------- ($ million) Replacement cost operating profit Previously reported Refining and Marketing total 674 1,271 1,048 915 3,908 Previously reported Gas and Power total 52 26 48 60 186 ================================================= Restated as: Refining and Marketing UK 33 148 63 (71) 173 Rest of Europe 36 130 233 354 753 USA 409 814 600 388 2,211 Rest of World 106 91 68 121 386 ------------------------------------------------ 584 1,183 964 792 3,523 ================================================= Gas and Power UK (5) 4 14 1 14 Rest of Europe 55 11 28 54 148 USA 14 47 14 29 104 Rest of World 78 52 76 99 305 ------------------------------------------------ 142 114 132 183 571 ================================================= Turnover Previously reported Refining and Marketing total 20,778 25,120 32,555 34,362 112,815 Previously reported Gas and Power total 2,173 2,772 4,237 6,899 16,081 ================================================= Restated as: Refining and Marketing 19,696 24,168 31,311 32,708 107,883 Gas and Power 3,255 3,724 5,481 8,553 21,013 ================================================= Page 39 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 17.Restatement of 2000 segment information - concluded First Second Third Fourth Quarter Quarter Quarter Quarter 2000 ------------------------------------------------- ($ million) Exceptional items Previously reported Refining and Marketing total 19 5 160 (85) 99 Previously reported Gas and Power total - - - - - ================================================= Restated as: Refining and Marketing 19 5 161 (87) 98 Gas and Power - - (1) 2 1 ================================================= Capital expenditure and acquisitions Previously reported Refining and Marketing total 1,102 518 5,504 1,626 8,750 Previously reported Gas and Power total 7 57 114 101 279 ================================================= Restated as: Refining and Marketing UK 889 29 4,098 393 5,409 Rest of Europe 44 65 1,275 328 1,712 USA 76 334 30 652 1,092 Rest of World 87 76 90 227 480 ------------------------------------------------- 1,096 504 5,493 1,600 8,693 ================================================= Gas and Power UK 2 28 78 86 194 Rest of Europe 1 1 1 13 16 USA 1 30 37 5 73 Rest of World 9 12 9 23 53 ------------------------------------------------- 13 71 125 127 336 ================================================= Page 40 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: February 27, 2002 /S/ D. J. PEARL ......................... D. J. PEARL Deputy Company Secretary