SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    Form 6-K

                            Report of Foreign Issuer

                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934


                       for the period ended June 30, 2002


                                    BP p.l.c.
                 (Translation of registrant's name into English)


                 1 ST JAMES'S SQUARE, LONDON, SW1Y 4PD, ENGLAND
                    (Address of principal executive offices)


     Indicate  by check mark  whether the  registrant  files or will file annual
     reports under cover Form 20-F or Form 40-F.


              Form 20-F        |X|          Form 40-F
                         ---------------               ----------------


     Indicate by check mark whether the registrant by furnishing the information
     contained in this Form is also thereby  furnishing  the  information to the
     Commission  pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
     1934.


                    Yes                            No        |X|
                         ---------------               ----------------


THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE  INCORPORATED  BY REFERENCE IN THE
PROSPECTUS  INCLUDED  IN THE  REGISTRATION  STATEMENT  ON  FORM  F-3  (FILE  NO.
333-9790) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON
FORM F-3 (FILE NO.  333-65996)  OF BP p.l.c.,  THE  PROSPECTUS  INCLUDED  IN THE
REGISTRATION  STATEMENT ON FORM F-3 (FILE NO. 333-83180) OF BP AUSTRALIA CAPITAL
MARKETS  LIMITED,  BP CANADA FINANCE  COMPANY,  BP CAPITAL  MARKETS  p.l.c.,  BP
CAPITAL  MARKETS  AMERICA INC.  AND BP p.l.c.,  THE  PROSPECTUS  INCLUDED IN THE
REGISTRATION  STATEMENT  ON FORM S-8  (FILE  NO.  33-21868)  OF BP  p.l.c.,  THE
PROSPECTUS  INCLUDED  IN THE  REGISTRATION  STATEMENT  ON  FORM  S-8  (FILE  NO.
333-9020) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON
FORM S-8 (FILE NO.  333-9798)  OF BP  p.l.c.,  THE  PROSPECTUS  INCLUDED  IN THE
REGISTRATION  STATEMENT  ON FORM S-8  (FILE NO.  333-79399)  OF BP  p.l.c.,  THE
PROSPECTUS  INCLUDED  IN THE  REGISTRATION  STATEMENT  ON  FORM  S-8  (FILE  NO.
333-34968) OF BP p.l.c., THE PROSPECTUS  INCLUDED IN THE REGISTRATION  STATEMENT
ON FORM S-8 (FILE NO.  333-67206) OF BP p.l.c.,  AND THE PROSPECTUS  INCLUDED IN
THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-74414) OF BP p.l.c., AND TO
BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT
NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Page 1

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

GROUP RESULTS JANUARY - JUNE 2002



                                                                Three months ended      Six months ended
                                                                      June 30                June 30
                                                                    (Unaudited)            (Unaudited)
                                                                2002          2001      2002        2001
                                                                ------------------      ----------------
                                                                                ($ million)
                                                                                       
Turnover                                                      43,655        48,409    79,945      93,821
                                                             =======       =======    ======      ======

Reconciliation of historical cost and pro forma results
Historical cost profit for the period                          2,040         2,741     3,336       5,571
Inventory holding (gains) losses (a)                            (531)          (40)     (973)        198
                                                             -------       -------    ------      ------
Replacement cost profit for the period (b)                     1,509         2,701     2,363       5,769
Exceptional items, net of tax                                   (216)          (53)     (146)       (120)
                                                             -------       -------    ------      ------
Replacement cost profit before exceptional items               1,293         2,648     2,217       5,649
Special items, net of tax (c)                                    351           103       471         143
Acquisition amortization (d)                                     537           680     1,075       1,351
                                                             -------       -------    ------      ------
Pro forma result adjusted for special items                    2,181         3,431     3,763       7,143
                                                             =======       =======    ======      ======

Per Ordinary Share - cents
   Historical cost profit                                       9.10         12.21     14.88       24.80
   Replacement cost profit before exception items               5.77         11.80      9.89       25.15
   Pro forma result adjusted for special items                  9.72         15.29     16.78       31.80
Dividends per Ordinary Share - cents                            6.00          5.50     11.75       10.75


---------------

(a)  Net of minority shareholders' interest.

(b)  Replacement cost is not a UK or US GAAP measure. For further information on
     why management  believes  replacement cost profit is a relevant measure see
     Note 6 of Notes to Consolidated Financial Statements.

(c)  The special items refer to  non-recurring  charges and credits as described
     in the text below.

(d)  Depreciation  and  amortization  relating  to the fixed  asset  revaluation
     adjustments  and  goodwill  consequent  upon the ARCO  and  Burmah  Castrol
     acquisitions in 2000.

The following  discussion  should be read in conjunction  with the  consolidated
financial  statements and the related notes provided  elsewhere in this Form 6-K
and with the information,  including the consolidated  financial  statements and
related notes, for the year ended December 31, 2001 in BP p.l.c.'s Annual Report
on Form 20-F for the year ended December 31, 2001. The financial information for
2001 has been  restated to reflect (i) the adoption by the Group of UK Financial
Reporting  Standard No. 19 (FRS 19)  'Deferred  Tax' with effect from January 1,
2002 and (ii) the  transfer  of the  solar,  renewables  and  alternative  fuels
activities  from Other  businesses  and corporate to Gas and Power on January 1,
2002. To reflect this  transfer,  Gas and Power has been renamed Gas,  Power and
Renewables  from the same date.  See Note 2 of Notes to  Consolidated  Financial
Statements for further information.

The second  quarter and first half  results for 2002  reflect a less  favourable
environment  than a year ago for  Exploration  and  Production  and Refining and
Marketing.  For the half year, oil realizations  were down nearly $4 per barrel,
gas realizations  were down nearly $2 per thousand cubic feet, and the indicator
refining margin was down over $3 per barrel.  Demand for most chemical  products
has improved but margins remain weak.

Turnover  for the three  months and six months  ended June 30,  2002 was $43,655
million and $79,945  million  respectively,  compared  with $48,409  million and
$93,821  million for 2001.  The reduction in turnover for the second quarter and
half year primarily reflects lower oil and natural gas prices, offset in part by
higher turnover in Europe attributable to the acquisition of Veba.

Replacement  cost profit  before  exceptional  items (which  excludes  inventory
holding gains and losses) was $1,293 million for the three months ended June 30,
2002,  compared with $2,648 million for the  equivalent  period of 2001. For the
six months ended June 30, 2002, the replacement  cost profit before  exceptional
items was $2,217 million compared with $5,649 million in 2001.



Page 2

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued

Owing to the  significant  acquisitions  that took place in 2000, in addition to
its reported  results,  BP is presenting pro forma results  adjusted for special
items in order to enable  shareholders  to  assess  current  performance  in the
context of BP's past  performance and against that of its  competitors.  The pro
forma result,  adjusted for special  items,  for the three months and six months
ended June 30, 2002 was $2,181 million and $3,763 million respectively, compared
with $3,431  million and $7,143 million in the prior year. The pro forma result,
adjusted for special items,  has been derived from the Group's  reported UK GAAP
accounting  information but is not in itself a recognized UK or US GAAP measure.
The pro  forma  result is  replacement  cost  profit  before  exceptional  items
excluding   acquisition   amortization.   Acquisition   amortization  refers  to
depreciation   relating  to  the  fixed  asset   revaluation   adjustments   and
amortization   of  goodwill   consequent   upon  the  ARCO  and  Burmah  Castrol
acquisitions in 2000. A tabular breakdown of the  reconciliation of pro forma to
reported results on a replacement cost basis is provided below on page 5.

Acquisition amortization for the three months and six months ended June 30, 2002
was $537 million and $1,075  million,  respectively,  compared with $680 million
and $1,351 million for the equivalent periods of 2001.

Special items refer to non-recurring  charges and credits.  For the three months
ended June 30, 2002,  special items were $19 million ($351 million after tax and
including a tax  special  item of $355  million),  and  comprised  restructuring
charges for  Exploration  and Production and  Chemicals,  business  interruption
insurance  proceeds  and costs  related to a pipeline  incident in Refining  and
Marketing,  Veba, Solvay and Erdolchemie  integration costs and an adjustment to
the North Sea  deferred tax balance for the  supplementary  UK  corporation  tax
rate.  For the second  quarter of 2001,  special  items were $159 million  ($103
million after tax), comprising Burmah Castrol integration costs, rationalization
costs  in the  downstream  European  commercial  business  and  bond  redemption
charges.  Special items for the six months ended June 30, 2002 were $204 million
($471  million  after tax and  including  a tax  special  item of $355  million)
compared with $222 million  ($143 million after tax) in 2001.  The special items
for the first half of both 2002 and 2001 are  comprised of the same  elements as
those in the respective second quarter periods;  in addition,  the first half of
2002 includes litigation costs charged in the first quarter.

Underlying  performance  improvements were $0.4 billion before tax for the first
half of 2002. We are on track for the year's target of $1.4 billion  before tax.
Underlying performance  improvements include cost savings and volume growth, and
represent  increases in pre-tax  results under mid-cycle  operating  conditions,
adjusted for acquisition  amortization  and special items.  Mid-cycle  operating
conditions reflect not only adjustments to hydrocarbon  prices and margins,  but
also costs and capacity utilization,  to levels which we would expect on average
over the long term.  Hydrocarbon  production increased by over 5% and over 3% in
the quarter and half year respectively.  Full year hydrocarbon production growth
is projected to be in the range of 4.5 to 5 per cent.

The  historical  cost profit for the three months ended June 30, 2002 was $2,040
million  including  inventory  holding gains of $531 million and net exceptional
gains of $376 million  ($216 million after tax) in respect of net profits on the
sale of fixed  assets and  businesses  or  termination  of  operations.  For the
equivalent  period  of 2001  there was a profit  of  $2,741  million,  including
inventory holding gains of $40 million and net exceptional gains of $171 million
($53  million  after tax) in respect of net profits on the sale of fixed  assets
and businesses or termination of operations.

For the six months ended June 30, 2002,  the  historical  cost profit was $3,336
million,  including  inventory holding gains of $973 million and net exceptional
gains of $267 million  ($146 million after tax) in respect of net profits on the
sale of fixed assets and businesses or  termination  of operations.  For the six
months ended June 30, 2001, the historical cost profit was $5,571 million, after
inventory  holding losses of $198 million and including net exceptional gains of
$389 million  ($120  million after tax) in respect of net profits on the sale of
fixed assets and businesses or termination of operations.

Performance  of  operating   segments  is  evaluated  by  management   based  on
replacement cost operating profit or loss.  Segment results are presented in the
table on page 5 and discussed in the following pages on this basis.

Interest  expense  for the three  months and six months  ended June 30, 2002 was
$314  million  and  $647  million  respectively,   compared  with  $441  million
(including $50 million bond redemption  charges) and $887 million (including $60
million bond redemption  charges) in 2001,  reflecting  lower interest rates for
both periods in 2002.

Net taxation,  other than production  taxes,  charged for the three months ended
June 30, 2002 was $1,751 million  compared with $1,956 million in the equivalent
period last year.  The second  quarter  2002  included a special  charge of $355
million  for an  adjustment  to the North Sea  deferred  tax  liability  for the
supplementary  UK  corporation  tax imposed by the UK Finance Act 2002.  The tax
charge in respect  of  exceptional  items was $160  million  compared  with $118
million for the second  quarter of 2001.  The effective tax rate on  replacement
cost profit before  exceptional items was 54% and 51% respectively for the three
months and six months  ended June 30,  2002,  compared  with 41% and 40% for the
equivalent periods of 2001, reflecting the impact of the adjustment to the North
Sea   deferred   tax   liability   for   the   supplementary   UK  tax  and  the
non-deductibility of acquisition  amortization for both the quarter and the half
year.

Page 3

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued

The deal with E.ON  announced last year has now been  completed.  Following BP's
acquisition of 51% of Veba in the first quarter of 2002, most of Veba's upstream
oil and gas assets were sold to  Petro-Canada  in May,  with BP  receiving  $1.5
billion  proceeds.  On June 30, E.ON's  remaining 49% stake in Veba was acquired
for $2.4  billion.  In  addition,  following  a decision on July 5 by the German
Minister for  Economics  and  Technology  (which is now being  challenged in the
German Courts), E.ON acquired BP's 25.5% stake in Ruhrgas for $2.4 billion.

Capital  expenditure  and  acquisitions  in the second  quarter of 2002 was $6.1
billion,  including  $2.4 billion for the purchase of the remaining 49% of Veba,
compared with $3.8 billion for the equivalent period in 2001. For the six months
ended June 30, 2002,  capital  expenditure and  acquisitions  was $11.8 billion,
including  $5.0  billion for the Veba  purchase,  compared  with $6.3 billion in
2001.  Excluding  acquisitions,  capital expenditure for the second quarter 2002
and first half was $3.0 billion and $6.1 billion  respectively,  and is on track
for the upper end of the year's  target  range at around $13  billion.  Disposal
proceeds in the second  quarter were $2.5 billion,  including  $1.5 billion from
the sale of Veba upstream assets, and $2.9 billion in the first half.

Net cash  inflow  for the three  months  ended June 30,  2002 was $1.9  billion,
compared  with an outflow of $2.1  billion  for the  equivalent  period of 2001.
Compared to a year ago,  tax  payments  were lower and  disposal  proceeds  were
higher.  For the six months ended June 30,  2002,  the net cash outflow was $0.5
billion  compared with an inflow of $1.1 billion in 2001;  lower  operating cash
flow and higher  acquisition  spending  were partly offset by lower tax payments
and higher disposal proceeds. Net cash inflow from operating activities was $5.1
billion and $8.8 billion for the three months and six months ended June 30, 2002
respectively,  compared  with $5.1 billion and $11.8  billion in the  equivalent
periods in 2001. A net reduction in working  capital  offset lower profit in the
second quarter, and partly offset the lower profit for the half year.

Net debt at June 30, 2002 was $19.8  billion.  The ratio of net debt to net debt
plus  equity was 23% at June 30,  2002 as well as at December  31,  2001.  After
adjusting for the fixed asset  revaluation  adjustments and goodwill  consequent
upon the ARCO and Burmah Castrol acquisitions, the ratio of net debt to net debt
plus equity was 28% at June 30, 2002  compared with 29% at December 31, 2001. In
addition to reported  debt,  BP uses  conventional  off balance sheet sources of
finance such as operating  leases and joint venture and  associated  undertaking
borrowings.

In the normal  course of business  the Group has entered  into certain long term
purchase  commitments  principally  relating  to take or pay  contracts  for the
purchase of natural  gas,  crude oil and  chemicals  feedstocks  and  throughput
arrangements  for pipelines.  The Group expects to fulfil its obligations  under
these  arrangements  with no  adverse  consequences  to the  Group's  results of
operations or financial condition.

At June 30, 2002 the Group's share of third party  borrowings of joint  ventures
and associated  undertakings  was $380 million and $1,103 million  respectively.
These amounts are not reflected in the Group's debt on the balance sheet.



                                                           Payments due by period
                                            ----------------------------------------------------------------------
                                                                                                          2007 and
                                            Total        2002      2003      2004     2005     2006     thereafter
                                            ----------------------------------------------------------------------
                                                                         ($ million)
                                                                                        
Long-term borrowings                       14,287       1,993     2,535       641    2,566    1,065          5,487
Finance lease obligations                   3,648          97       159       165      173      177          2,877
Operating leases                            6,498       1,023       746       678      607      555          2,889
Other long-term contractual commitments
    Take or pay contracts                   8,774       1,233     1,235       678      558      548          4,522
    Throughput agreements - pipeline        1,982         264       431       373      342      314            258
    Throughput agreements - other           1,852         163       157       123      113       99          1,197


We have in  place a  European  Debt  Issuance  Programme  (DIP)  and a US  Shelf
Registration  under each of which the Group may raise an aggregate of $6 billion
of debt for  maturities of one month or longer.  At August 30, 2002,  the amount
drawn down against the DIP was $2,565  million,  and the amount issued under the
US Shelf Registration was $2,000 million.

Commercial  paper markets in the US and Europe are a primary source of liquidity
for the Group.  At June 30, 2002 the  outstanding  commercial  paper amounted to
$3,854 million.

The Group has access to other  sources  of  liquidity  in the form of  committed
facilities  and other funding  through the capital  markets.  BP believes  that,
taking into  account the  substantial  amounts of undrawn  borrowing  facilities
available,   the  Group  has   sufficient   working   capital  for   foreseeable
requirements.

The return on average capital employed on a replacement cost basis for the three
months ended June 30, 2002 was 7% compared with 14% for the equivalent period of
2001.  For the six months  ended June 30,  2002,  the return on average  capital
employed  was also 7%. The return on average  capital  employed on a  historical
cost basis was 11% for the second  quarter and 9% for the half year. For further
information on the return on average capital employed calculation see page 64 of
this report.
Page 4

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued


BP  announced a second  quarterly  dividend  for 2002 of 6.0 cents per  ordinary
share. Holders of ordinary shares will receive 3.875 pence per share and holders
of American Depositary Receipts (ADRs) $0.36 per ADS. The dividend is payable on
September  9,  2002  to  shareholders  on  the  register  on  August  16,  2002.
Participants  in the Dividend  Reinvestment  Plan or the  dividend  reinvestment
facility in the US Direct  Access Plan will  receive the dividend in the form of
shares also on September 9, 2002.

BP  intends  to  continue  to pay  dividends  in the future of around 60% of its
replacement  cost profit before  exceptional  items after  adjusting for special
items and acquisition amortization,  adjusted to mid-cycle operating conditions.
The target dividend payout ratio has been restated  following adoption of FRS 19
on January 1, 2002 in order to maintain the substance of the existing  financial
framework.

The following  table  provides a breakdown of pro forma  results and  reconciles
those results to replacement cost operating profit by operating segment.



                                                                           
                                                                                           Pro forma
Reconciliation of replacement cost    Replacement                                             result
profit (loss) to pro forma result            cost      Acquisition      Special         adjusted for
adjusted for special items           Profit (loss)    amortization(a)     items(b)     special items
                                     ------------     ------------      -------        -------------
                                                                ($ million)
Three months ended June 30, 2002
Exploration and Production                  2,458              341           90                2,889
Gas, Power and Renewables                     114                -            -                  114
Refining and Marketing                        603              196         (114)                 685
Chemicals                                     203                -           43                  246
Other businesses and corporate               (128)               -            -                 (128)
                                        ---------        ---------    ---------            ---------
Replacement cost operating profit           3,250              537           19                3,806
Interest expense                             (314)               -            -                 (314)
Taxation                                   (1,591)               -          348  (c)          (1,243)
Minority shareholders' interest               (52)               -          (16)                 (68)
                                        ---------        ---------    ---------            ---------
Replacement cost profit before
exceptional items                           1,293              537          351                2,181
                                        ---------        =========    =========            ---------
   per ordinary share (cents)                5.77                                               9.72
                                        =========                                          =========

Three months ended June 30, 2001
Exploration and Production                  3,427              491            -                3,918
Gas, Power and Renewables                     161                -            -                  161
Refining and Marketing                      1,464              189          109                1,762
Chemicals                                       9                -            -                    9
Other businesses and corporate               (116)               -            -                 (116)
                                        ---------        ---------    ---------            ---------
Replacement cost operating profit           4,945              680          109                5,734
Interest expense                             (441)               -           50                 (391)
Taxation                                   (1,838)               -          (56)              (1,894)
Minority shareholders' interest               (18)               -            -                  (18)
                                        ---------        ---------    ---------            ---------
Replacement cost profit before
exceptional items                           2,648              680          103                3,431
                                        ---------        =========    =========            ---------
   per ordinary share (cents)               11.80                                              15.29
                                        =========                                          =========

---------------

(a)  Acquisition amortization refers to depreciation relating to the fixed asset
     revaluation  adjustments and  amortization of goodwill  consequent upon the
     ARCO and Burmah Castrol acquisitions in 2000.

(b)  The special items refer to non-recurring  charges and credits.  The special
     items for the second  quarter of 2002  comprise  restructuring  charges for
     Exploration and Production and Chemicals,  business interruption  insurance
     proceeds  and  costs  related  to  a  pipeline  incident  in  Refining  and
     Marketing, Veba, Solvay and Erdolchemie integration costs and an adjustment
     to the North Sea deferred tax balance for the  supplementary UK corporation
     tax.  The  special  items for the second  quarter of 2001  comprise  Burmah
     Castrol integration costs, rationalization costs in the downstream European
     commercial  business and a bond  redemption  charge.  The  taxation  credit
     relating  to  special  items  has been  calculated  using a tax rate of 36%
     (2001, 35%).

(c)  Taxation includes a special charge of $355 million for an adjustment to the
     North Sea deferred tax liability for the supplementary UK corporation tax.

Page 5

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued




                                                                           
                                                                                           Pro forma
Reconciliation of replacement cost    Replacement                                             result
profit (loss) to pro forma result            cost      Acquisition      Special         adjusted for
adjusted for special items           Profit (loss)    amortization(a)     items(b)     special items
                                     ------------     ------------      -------        -------------
                                                                ($ million)
Six months ended June 30, 2002
Exploration and Production                  4,386              686          217                5,289
Gas, Power and Renewables                     225                -            -                  225
Refining and Marketing                        671              389          (88)                 972
Chemicals                                     279                -           75                  354
Other businesses and corporate               (253)               -            -                 (253)
                                        ---------        ---------    ---------            ---------
Replacement cost operating profit           5,308            1,075          204                6,587
Interest expense                             (647)               -            -                 (647)
Taxation                                   (2,383)               -          283 (c)           (2,100)
Minority shareholders' interest               (61)               -          (16)                 (77)
                                        ---------        ---------    ---------            ---------
Replacement cost profit before
exceptional items                           2,217            1,075          471                3,763
                                        ---------        =========    =========            ---------
   per ordinary share (cents)                9.89                                              16.78
                                        =========                                          =========

Six months ended June 30, 2001
Exploration and Production                  8,093              961            -                9,054
Gas, Power and Renewables                     261                -            -                  261
Refining and Marketing                      2,204              390          162                2,756
Chemicals                                      90                -            -                   90
Other businesses and corporate               (231)               -            -                 (231)
                                        ---------        ---------    ---------            ---------
Replacement cost operating profit          10,417            1,351          162               11,930
Interest expense                             (887)               -           60                 (827)
Taxation                                   (3,855)               -          (79)              (3,934)
Minority shareholders' interest               (26)               -            -                  (26)
                                        ---------        ---------    ---------            ---------
Replacement cost profit before
exceptional items                           5,649            1,351          143                7,143
                                        ---------        =========    =========            ---------
   per ordinary share (cents)               25.15                                              31.80
                                        =========                                          =========


---------------

(a)  Acquisition amortization refers to depreciation relating to the fixed asset
     revaluation  adjustments and  amortization of goodwill  consequent upon the
     ARCO and Burmah Castrol acquisitions in 2000.

(b)  The special items refer to non-recurring  charges and credits.  The special
     items  for the  first  half  of 2002  comprise  restructuring  charges  for
     Exploration and Production and Chemicals,  business interruption  insurance
     proceeds  and  costs  related  to  a  pipeline  incident  in  Refining  and
     Marketing, Veba, Solvay and Erdolchemie integration costs, litigation costs
     and  an   adjustment  to  the  North  Sea  deferred  tax  balance  for  the
     supplementary  UK corporation  tax. The special items for the first half of
     2001 comprise Burmah Castrol  integration costs,  rationalization  costs in
     the downstream  European  commercial business and a bond redemption charge.
     The taxation credit  relating to special items has been calculated  using a
     tax rate of 35% for both 2002 and 2001.

(c)  Taxation includes a special charge of $355 million for an adjustment to the
     North Sea deferred tax liability for the supplementary UK corporation tax.


Page 6

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued

DETAILED REVIEW OF BUSINESSES (EXCLUDING EXCEPTIONAL ITEMS)

EXPLORATION AND PRODUCTION




                                                                Three months ended      Six months ended
                                                                      June 30                June 30
                                                                    (Unaudited)            (Unaudited)
                                                                2002          2001      2002        2001
                                                                ------------------      ----------------
                                                                                       
  Turnover                                         - $m        6,539         7,441    12,177      16,558
  Total replacement cost operating profit          - $m        2,458         3,427     4,386       8,093
  Results include:
  Exploration expense                              - $m          222            81       346         250
  Of which: Exploration expenditure written off    - $m          147            22       206         130

  Key Statistics:
  Liquids(a)       Average prices realized by BP   - $/bbl     22.81         24.74     20.81       24.77
                   Production                      - mb/d      2,052         1,885     2,020       1,911
  Natural gas      Average prices realized by BP   - $/mcf      2.45          3.43      2.36        4.21
                   Production                      - mmcf/d    8,667         8,554     8,706       8,723

  Brent oil price                                  - $/bbl     25.07         27.39     23.12       26.57
  West Texas Intermediate oil price                - $/bbl     26.30         27.88     23.94       28.30
  Alaska North Slope US West Coast                 - $/bbl     25.04         26.05     22.42       25.49
  Henry Hub gas price (b)                          - $/mmBtu    3.38          4.66      2.87        5.86
  UK Gas - National Balancing Point                - p/therm   12.10         21.66     15.63       22.21


---------------

(a)   Crude oil and natural gas liquids

(b)   Henry Hub First of the Month Index

(c)  Natural gas is converted to oil  equivalent  at 5.8 billion  cubic feet = 1
     million barrels.

Turnover  for the three  months  and six months  ended June 30,  2002 was $6,539
million and  $12,177  million  respectively,  compared  with $7,441  million and
$16,558 million for the corresponding periods of 2001. Lower oil and natural gas
prices more than offset the effect of high production.

Replacement cost operating profit for the three months and six months ended June
30,  2002 was $2,458  million and $4,386  million  respectively,  compared  with
$3,427 million and $8,093 million for the equivalent periods in 2001. The result
for the  second  quarter  and half year 2002  includes  special  charges  of $90
million and $217 million respectively,  relating to significant restructuring to
reposition  the  business in North  America and the North Sea.  The results also
include  depreciation and amortization  arising from the fixed asset revaluation
adjustments and goodwill  consequent  upon the ARCO  acquisition in 2000 of $341
million and $686 million for the second  quarter of and half year 2002, and $491
million and $961 million for the corresponding periods in 2001.

The  quarter's  result was  significantly  affected by lower oil and natural gas
prices compared to a year ago. Average liquids realizations  declined by some $2
a barrel.  Both Brent and WTI marker prices were down, and the realizations were
also  impacted by  significantly  lower North  American NGL prices.  Overall gas
realizations  were down by around $1 a thousand  cubic feet.  North American gas
realizations also suffered from widening regional differentials to the Henry Hub
marker caused by short term  transportation  capacity  restrictions from the San
Juan and  Rockies  basins.  European  gas prices also fell.  Higher  exploration
expense  was mainly due to an $85  million  write-off  relating  to the  Neptune
prospect  in the  deepwater  Gulf of Mexico.  BP  relinquished  the lease  after
concluding  that the  discovered  volumes  did not rank  highly  enough  in BP's
portfolio  of  investment  opportunities.  The  result  included a charge of $83
million for Unrealized  Profit In Stock (UPIS) to remove the increased  upstream
margin included in downstream  inventories,  following oil price rises since the
first quarter.  The  equivalent  quarter last year included a UPIS credit of $40
million.

The half year result  reflected  the impact of  significantly  lower oil and gas
prices  and  higher  exploration  expense,  partly  offset by strong  underlying
improvements  through volume growth and lower lifting costs,  which were 6% down
on a year ago.

Page 7

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued


EXPLORATION AND PRODUCTION (concluded)

Total  hydrocarbon  production  for the quarter at 3,546  mboe/d was at a record
level,  up 5.5% on a year ago, with first half  production up over 3% from 2001.
The  increase  for the  quarter  reflects  the  continued  ramp-up  of  projects
commissioned in 2001, start-up of the King field in the Gulf of Mexico, improved
operating  efficiencies,  and the increased  interest in Sidanco which more than
offset the impact of OPEC related quota restrictions and divestments. Abnormally
warm weather in the UK early in 2002 was also a factor for the half year.

In support of our long term growth plans,  capital expenditure was $4.44 billion
for the half year excluding  acquisitions of $0.44 billion.  Projected start-ups
in the second half include  King's Peak,  Horn Mountain and Princess in the Gulf
of Mexico and  Trinidad's LNG Train 2. Approvals were given for the second phase
of the Azeri-Chirag-Gunashli development (BP 34% and operator) in Azerbaijan and
the Baku-Tbilisi-Ceyhan pipeline from the Caspian Sea to the Mediterranean.

Page 8

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued

GAS, POWER AND RENEWABLES




                                                                Three months ended      Six months ended
                                                                      June 30                June 30
                                                                    (Unaudited)            (Unaudited)
                                                                2002          2001      2002        2001
                                                                ------------------      ----------------
                                                                                       
  Turnover                                            - $m     8,235        10,491    16,003      22,613
  Total replacement cost operating profit             - $m       114           161       225         261


On January 1, 2002, the solar,  renewables and alternative fuels activities were
transferred  from Other  businesses  and corporate to Gas and Power.  To reflect
this transfer, Gas and Power has been renamed Gas, Power and Renewables from the
same date and comparative information has been restated.

Turnover  for the three  months  and six months  ended June 30,  2002 was $8,235
million and $16,003  million,  compared with $10,491 million and $22,613 million
for the same periods in 2001.  Despite  increased  gas sales  volumes,  turnover
decreased due to lower natural gas prices, particularly in North America.

Replacement cost operating profit for the three months and six months ended June
30, 2002 was $114  million and $225  million  respectively,  compared  with $161
million and $261 million a year ago. The reduction in the second  quarter result
is due to less volatile gas trading conditions compared to the second quarter of
2001. The  contributions in the second quarter from the NGL business and Ruhrgas
were both slightly up on the  comparative  period in 2001.  The half year result
similarly reflects a lower gas marketing and trading result, partly offset by an
improvement from the NGL business.  BP Solar production continues to expand, and
is up over 30% in the first half compared to a year ago.

During  the  quarter,  BP  announced  it had  reached  agreement  to sell its UK
contract energy management business to Elyo, a subsidiary of Tractebel.

In  June,  BP  purchased  a  5%  stake  in  Enagas,  the  Spanish  national  gas
infrastructure company, for $70 million. This investment enhances our equity gas
position in Trinidad  and  Algeria by  supporting  and growing our access to the
Spanish market.


Page 9

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued


REFINING AND MARKETING




                                                                Three months ended      Six months ended
                                                                      June 30                June 30
                                                                    (Unaudited)            (Unaudited)
                                                                2002          2001      2002        2001
                                                                ------------------      ----------------
                                                                                       
  Turnover                                          - $m      31,870        34,257    56,759      62,780
  Total replacement cost operating profit           - $m         603         1,464       671       2,204
  Total refined product sales                       - mb/d     6,479         5,878     6,491       5,916
  Refinery throughputs                              - mb/d     3,103         2,955     3,049       2,933
  Global Indicator Refining Margin (a)              - $/bbl     2.06          5.78      1.85        5.02

---------------

(a)  The Global Indicator Refining Margin (GIM) is the average of seven regional
     indicator margins weighted for BP's crude refining capacity in each region.
     Each regional  indicator margin is based on a single  representative  crude
     with  product  yields  characteristic  of the  typical  level of  upgrading
     complexity.

Turnover  for the three  months and six months  ended June 30,  2002 was $31,870
million and $56,759  million  respectively,  compared  with $34,257  million and
$62,780  million,  for the same  periods  in the prior  year.  The  decrease  in
turnover  for the second  quarter  and first half year 2002  primarily  reflects
lower  product  prices,  which more than offset volume  increases  from the Veba
acquisition. Results for Veba have been included from February 1, 2002.

Replacement cost operating profit for the three months and six months ended June
30, 2002 was $603 million and $671  million,  respectively.  This  compares with
$1,464  million and $2,204  million in the  corresponding  periods of 2001.  The
results for the second quarter and first half include a net credit to income for
special  items of $114  million and $88  million,  respectively.  For the second
quarter 2002, special items comprise business interruption insurance proceeds of
$184 million,  partly offset by costs of $47 million  associated with an Olympic
pipeline  incident in 1999 and Veba  integration  costs of $23 million.  Special
items  for the  half  year  include  additional  Veba  integration  costs of $26
million.  The  results are also after  charging  depreciation  and  amortization
arising from the fixed asset revaluation adjustments and goodwill,  arising from
the  ARCO and  Burmah  Castrol  acquisitions  in 2000 of $196  million  and $389
million for the second quarter and half year respectively,  and $189 million and
$390  million for 2001.  Compared  with 2001,  the second  quarter  2002 results
reflect  substantially  lower  worldwide  refining  margins  reflecting  higher
product  inventories  for the  industry,  and the first half also  includes the
impact of lower US retail margins in the first quarter.

Refining  throughputs  increased by 5% in the second quarter and 4% in the first
half compared with 2001, due to the effect of the Veba  acquisition,  which more
than  offset  the  divestments  of the  Mandan,  Salt  Lake  City  and  Yorktown
refineries in the USA.  Marketing volumes increased by 7% and 6% for the quarter
and half year  respectively,  reflecting the Veba  acquisition;  excluding Veba,
volumes were down 4% in both periods due to lower  aviation fuel demand,  retail
divestments and reductions in lower-margin marine and commercial sales.

Retail shop sales for the second  quarter and half year increased by 67% and 54%
respectively,   compared  with  a  year  ago,  primarily   reflecting  the  Veba
acquisition.  Excluding Veba,  retail shop sales were up 13% for the quarter and
10% for the first half,  reflecting  the impact of new BP Connect  stations  and
worldwide growth in shop sales.

During the quarter, BP opened an additional 62 BP Connect stations, primarily in
the USA and UK,  bringing the total number of BP Connect  stations  worldwide to
433. An additional 1,600 sites were reimaged in the second quarter, bringing the
total number of sites with the BP helios to some 6,900 worldwide.

In May, BP  announced  that it had taken the first step to phase out MTBE by the
end of 2002,  one year ahead of the date  required  by  California  law,  in the
gasoline it sells in California.  Contracts with several ethanol  suppliers have
been  signed  to  provide  a  replacement  for the  MTBE.  In  addition,  BP has
introduced ultra low sulphur emission control diesel fuel in California.

Page 10

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued


CHEMICALS




                                                                Three months ended      Six months ended
                                                                      June 30                June 30
                                                                    (Unaudited)            (Unaudited)
                                                                2002          2001      2002        2001
                                                                ------------------      ----------------
                                                                                       
  Turnover                                             - $m    3,584         3,073     6,226       5,762
  Total replacement cost operating profit              - $m      203             9       279          90
  Production (a)                                       - kte   6,889         5,321    13,500      10,698
  Chemicals Indicator Margin (b)                       - $/te    109  (c)      105        95  (c)    104

---------------

(a)  Includes  BP share of joint  ventures,  associated  undertakings  and other
     interests in production.

(b)  The   Chemicals   Indicator   Margin   (CIM)  is  a  weighted   average  of
     externally-based  product margins.  It is based on market data collected by
     Chem Systems in their  quarterly  market  analyses,  then weighted based on
     BP's product  portfolio.  While it does not cover our entire portfolio,  it
     includes a broad range of products.  Amongst the  products  and  businesses
     covered in the CIM are olefins and derivatives,  aromatics and derivatives,
     linear alpha-olefins,  acetic acid, vinyl acetate monomer and nitriles. Not
     included are fabrics and fibres, plastic fabrications,  poly alpha-olefins,
     anhydrides,    engineering   polymers   and   carbon   fibres,   speciality
     intermediates,  and  the  remaining  parts  of  the  solvents  and  acetyls
     businesses.

(c)  Provisional. The data for the second quarter is based on two months' actual
     and one month of provisional data.


Turnover  for the three  months  and six months  ended June 30,  2002 was $3,584
million and $6,226 million respectively, compared with $3,073 million and $5,762
million for the  equivalent  periods in 2001.  The  increase in turnover for the
second  quarter  and  first  half  reflects  higher  production  as a result  of
acquisitions and improved site reliability.

Replacement  cost operating profit for the three months ended June 30, 2002, was
$203  million,  up from $76  million in the first  quarter and $9 million a year
ago,  reflecting  lower unit costs and firmer  margins.  The half year result is
$189  million  above that of a year ago,  reflecting  increased  sales  volumes,
partly offset by weaker margins. Operating costs were lower due to restructuring
benefits and reliability  improvements.  Special charges for the quarter include
$29 million for  restructuring  of our Research and  Technology  facilities  and
Solvay and Erdolchemie  integration costs of $14 million.  Special items for the
half year also include costs related to the closure of polypropylene capacity in
the USA.

Record  production  of 6,889  thousand  tonnes  in the  second  quarter  was 278
thousand  tonnes above the first quarter.  Production for the second quarter and
first half was 29% and 26% higher than a year ago, respectively,  as a result of
the Solvay, Erdolchemie and Veba transactions,  new plants, improved reliability
and improving demand.

During the quarter, we completed the sale of our plastics  fabrication  business
as part of our overall plan to divest non-core businesses.

Page 11

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued

OTHER BUSINESSES AND CORPORATE


                                                                Three months ended      Six months ended
                                                                      June 30                June 30
                                                                    (Unaudited)            (Unaudited)
                                                                2002          2001      2002        2001
                                                                ------------------      ----------------
                                                                                       
  Turnover                                           - $m        136           138       271         265
  Replacement cost operating profit (loss)           - $m       (128)         (116)     (253)       (231)


Other  businesses and corporate  comprises  Finance,  the Group's coal asset and
aluminium asset, its investments in PetroChina and Sinopec,  interest income and
costs relating to corporate activities.

EXCEPTIONAL ITEMS


                                                                Three months ended      Six months ended
                                                                      June 30                June 30
                                                                    (Unaudited)            (Unaudited)
                                                                2002          2001      2002        2001
                                                                ------------------      ----------------
                                                                                       
  Profit (loss) on sale of fixed assets and
  businesses or termination of operations              - $m      376           171       267         389
  Taxation credit (charge)                             - $m     (118)         (160)     (121)       (269)
                                                             -------       -------   -------      ------
  Exceptional items after taxation                     - $m      216            53       146         120
                                                             -------       -------   -------      ------


Exceptional  items for the second  quarter  include a gain on the  redemption of
certain preferred limited partnership interests BP retained following the Altura
Energy  common  interest  disposal in 2000 in exchange for BP loan notes held by
the partnership, partly offset by a loss on the sale of the plastics fabrication
business.

OUTLOOK

The world  economy  continued to recover  during the second  quarter and further
growth is expected in the third quarter, though recent financial market weakness
poses a downside risk to this economic outlook. BP's overall trading environment
improved to around  "mid-cycle"  during the second  quarter,  but was below this
level on average for the half year.

Crude oil  prices  have  remained  firm.  The  market  has shown  some  signs of
underlying strength as inventories stabilized rather than built seasonally. OPEC
left its production quotas unchanged at its June meeting.  Geopolitical concerns
have  remained.  Realized  prices  are  expected  to  remain  close to the range
experienced  in the second quarter  assuming OPEC  production  continues  around
current levels.

US  natural  gas  prices  firmed  in the  second  half of  August in the face of
stronger crude prices and high late summer  temperatures and despite high levels
of gas in storage.  Third quarter average  realizations are still expected to be
somewhat lower than in the second quarter following low prices in July and early
August.

Third quarter 2002 hydrocarbon  production  growth is expected to be around 5% -
lower than  previously  projected,  due to  operational  problems  during August
associated with  Schiehallion and the  Interconnector in the UKCS, shut in wells
in  Alaska  and gas  export  constraints  in  North  America.  Because  of these
operational  problems  and  their  impact  on  the  fourth  quarter,   full-year
hydrocarbon  production growth for 2002 is expected to be in the range of 4.5 to
5 per cent.  New projects  which  contribute to production in the second half of
the year  include King and  Trinidad  LNG train 2,  already in  production,  and
King's Peak, Horn Mountain and Princess, in the Gulf of Mexico. BP's medium-term
production  target of 5.5 per cent  compound  annual  growth,  averaged over the
period 2000 to 2005, remains unchanged.

The  third  quarter  impacts  on  production  arose  from:  a  problem  with the
Schiehallion offshore-loading vessel which shut down the field in August, with a
loss to BP of 55,000  barrels a day (the  field is now back on stream  but faces
reduced  operating  efficiency  until  permanent  repairs to the  ship's  swivel
mechanism  and  umbilical   controls  are  completed);   the  shutdowns  of  the
Interconnector  pipeline  which  interrupted  gas exports to the  continent  and
curtailed production;  a casing failure in Alaska which caused the precautionary
shutdown for testing of 150 North Slope wells;  and reduced  North  American gas
output  resulting  from  throughput  constraints  in  third-party  pipelines and
processing plants.

Refining  margins have remained  under  pressure from firm crude prices and high
product  inventories.  Although in aggregate OECD product inventories have moved
downward to close to 1997-2001 average levels, distillate stocks remain high and
are likely to limit near term upward potential in refining margins.


Page 12

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - concluded

Retail margins have stabilized, having recovered from the low levels experienced
during the first quarter.  Competitive pressure,  especially in the USA, remains
strong.

During the second quarter,  demand for most chemical products improved,  in part
reflecting restocking by end-users.  Margins, however, still remain weak and any
strengthening is dependent upon continued global economic recovery.

Capital  expenditure is on track for the upper end of the year's target range at
around $13  billion,  excluding  acquisitions.  The net debt ratio was below the
mid-point of the 25-35% range at the end of the second  quarter and is likely to
remain  relatively  stable  around this level as the payment for the purchase of
the  remaining  interest  in Veba has been  offset  by the  receipt  of  Ruhrgas
proceeds in July.  The company  restarted its share  buyback  programme in early
August and intends to continue that programme whilst the trading  environment is
above mid-cycle.

FORWARD-LOOKING STATEMENTS

In order to utilize the 'Safe Harbor'  provisions  of the United States  Private
Securities  Litigation  Reform  Act  of  1995,  BP is  providing  the  following
cautionary  statement.  The foregoing  discussion,  in particular,  although not
limited  to,  the  statements  under  'Outlook',   with  regard  to  hydrocarbon
production growth and targets, the outlook for economic recovery,  trends in the
trading environment, the timing of new projects, oil and gas prices and margins,
refining  margins,  expected  realizations  on gas sales,  inventory and product
stock  levels,  planned  product  phase-outs,   capacity  utilization,   capital
expenditure  trends and  targets,  working  capital,  profitability,  results of
operation,  dividend  payments  and  liquidity  or  financial  position  are all
forward-looking  in nature.  Forward-looking  statements are also  identified by
such phrases as 'will', 'expects', 'is expected to', 'should', 'may', 'is likely
to',  'intends'  and  'believes'.  By their nature,  forward-looking  statements
involve  risk and  uncertainty  because  they  relate  to events  and  depend on
circumstances  that will occur in the future and are  outside the control of BP.
Actual results may differ  materially from those  expressed in such  statements,
depending on a variety of factors,  including the specific factors identified in
the discussions accompanying such forward-looking  statements,  future levels of
industry product supply, the timing of bringing new fields onstream,  demand and
pricing,  operational  problems,  political  stability  and  economic  growth in
relevant areas of the world,  development and use of new technology,  successful
partnering, the actions of competitors,  the actions of third party suppliers of
facilities  and  services,  natural  disasters  and other  changes  to  business
conditions,  wars and acts of terrorism or sabotage, and other factors discussed
elsewhere in this report.  These and other factors may cause actual  results and
developments  to differ  materially  from  those  expressed  or implied by these
forward-looking  statements.  Additional  information,  including information on
factors which may affect BP's  business,  is contained in BP's Annual Report and
Annual  Accounts for 2001 and the Annual Report on Form 20-F for 2001 filed with
the US Securities and Exchange Commission.

2002 DIVIDENDS

On July 30, 2002, BP p.l.c.  announced a second  quarterly  dividend for 2002 of
6.0 cents per ordinary share of 25 cents (ordinary  shares),  representing $0.36
per American  Depositary  Share (ADS) amounting to $1,347 million in total.  The
record date for qualifying US resident holders of American  Depositary Shares as
well as holders of ordinary  shares is August 16, 2002,  with payment to be made
on September 9, 2002.

The  dividend   payable  on  September  9,  2002  entitles   qualifying  US  ADS
shareholders  to a refund  of the  1/9th UK tax  credit  (approximately  $0.038)
attaching to the dividend less a UK withholding tax limited to the amount of the
tax credit. The effect of these arrangements for ADS holders is currently a cash
payment of $0.345,  a gross  dividend for tax purposes of $0.383 and a potential
tax credit of $0.038 per ADS.

A dividend  reinvestment  facility  is  available  for  holders of ADSs  through
JPMorgan  Chase  Bank  (formerly   known  as  Morgan  Guaranty  Trust  Company).
Participants  in the dividend  reinvestment  facility  included in the US Direct
Access Plan will  receive the  dividend  in the form of shares on  September  9,
2002.

Page 13

                           BP p.l.c. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME




                                                            Three months ended     Six months ended
                                                                 June 30                June 30
                                                               (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                             ($ million, except per share amounts)
                                                                                 
Turnover - Note 3                                         44,059        48,689   80,628      94,389
Less: joint ventures                                         404           280      683         568
                                                         -------        ------   ------     -------
Group turnover                                            43,655        48,409   79,945      93,821

Replacement cost of sales                                 37,177        40,706   68,730      77,894
Production taxes - Note 4                                    315           433      562       1,016
                                                         -------        ------   ------     -------
Gross profit                                               6,163         7,270   10,653      14,911
Distribution and administration expenses                   3,123         2,638    5,814       5,164
Exploration expense - Note 5                                 222            81      346         250
                                                         -------        ------   ------     -------
                                                           2,818         4,551    4,493       9,497
Other income                                                 147           112      272         307
                                                         -------        ------   ------     -------
Group replacement cost operating profit                    2,965         4,663    4,765       9,804
Share of profits of joint ventures                            89           125      159         227
Share of profits of associated undertakings                  196           157      384         386
                                                         -------        ------   ------     -------
Total replacement cost operating profit - Note 6           3,250         4,945    5,308      10,417
Profit (loss) on sale of fixed assets and businesses
or termination of operations - Note 7                        376           171      267         389
                                                         -------        ------   ------     -------
Replacement cost profit before interest and tax - Note 6   3,626         5,116    5,575      10,806
Inventory holding gains (losses) - Note 8                    525            40      998        (198)
                                                         -------        ------   ------     -------
Historical cost profit before interest and tax             4,151         5,156    6,573      10,608
Interest expense - Note 9                                    314           441      647         887
                                                         -------        ------   ------     -------
Profit before taxation                                     3,837         4,715    5,926       9,721
Taxation - Note 10                                         1,751         1,956    2,504       4,124
                                                         -------        ------   ------     -------
Profit after taxation                                      2,086         2,759    3,422       5,597
Minority shareholders' interest                               46            18       86          26
                                                         -------        ------   ------     -------
Profit for the period (a)                                  2,040         2,741    3,336       5,571
                                                         =======        ======   ======     =======
Earnings per ordinary share - cents (a)
   Basic                                                    9.10         12.21    14.88       24.80
   Diluted                                                  9.05         12.14    14.80       24.65
                                                         -------        ------   ------     -------
Earnings per American depositary share - cents (a)
   Basic                                                   54.60         73.26    89.28      148.80
   Diluted                                                 54.30         72.84    88.80      147.90
                                                         -------        ------  -------     -------

Average number of outstanding ordinary shares(millions)   22,427        22,448   22,415      22,461
                                                         =======        ======   ======     =======


---------------

(a)  A summary of the material  adjustments to profit for the period which would
     be required  if  generally  accepted  accounting  principles  in the United
     States had been applied instead of those  generally  accepted in the United
     Kingdom is given in Note 15.


Page 14

                           BP p.l.c. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET



                                                             June 30, 2002               December 31, 2001
                                                              (Unaudited)
                                                            ----------------             -----------------
                                                                             ($ million)
                                                                                              
Fixed assets
  Intangible assets                                                   16,163                        16,489
  Tangible assets                                                     85,587                        77,410
  Investments                                                         12,257                        11,963
                                                                    --------                      --------
                                                                     114,007                       105,862
Current assets
  Inventories                                                          9,818                         7,631
  Receivables                                                         32,344                        26,669
  Investments                                                            285                           450
  Cash at bank and in hand                                             1,284                         1,358
                                                                    --------                      --------
                                                                      43,731                        36,108
                                                                    --------                      --------

Current  liabilities - falling due within one year
  Finance debt                                              8,854                        9,090
  Accounts   payable  and  accrued liabilities             38,400                       28,524

                                                         --------                     --------
                                                           47,254                       37,614
                                                         --------                     --------

Net current liabilities                                               (3,523)                       (1,506)
                                                                    --------                      --------
Total assets less current liabilities                                110,484                       104,356

Noncurrent liabilities
  Finance debt                                             12,555                       12,327
  Accounts   payable  and  accrued liabilities              3,380                        3,086
  Provisions for  liabilities  and charges
    Deferred tax                                           13,318                       11,702
    Other                                                  13,105                       11,482
                                                         --------                     --------
                                                                      42,358                       38,597
                                                                    --------                     --------
Net assets                                                            68,126                       65,759
Minority shareholders' interest                                          558                          598
                                                                    --------                     --------
BP shareholders' interest (a) - Note 14                               67,568                       65,161
                                                                    ========                     ========

Represented by:
Capital shares
  Preference                                                              21                           21
  Ordinary                                                             5,616                        5,608
Paid-in surplus                                                        4,131                        4,014
Merger reserve                                                        27,026                       26,983
Retained earnings                                                     30,594                       28,312
Other reserves                                                           180                          223
                                                                    --------                     --------
                                                                      67,568                       65,161
                                                                    ========                     ========


---------------

(a)  A summary of the material  adjustments to BP  shareholders'  interest which
     would be required if generally accepted accounting principles in the United
     States had been applied instead of those  generally  accepted in the United
     Kingdom is given in Note 15.


Page 15

                           BP p.l.c. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS





                                                            Three months ended     Six months ended
                                                                 June 30                June 30
                                                               (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                 
Net cash inflow from operating activities                  5,133         5,076    8,769      11,816
                                                         -------       -------  -------     -------
Dividends from joint ventures                                 16            54       99          66
                                                         -------       -------  -------     -------
Dividends from associated undertakings                       154           159      207         269
                                                         -------       -------  -------     -------
Servicing of finance and returns on investments
Interest received                                             57            59      105         150
Interest paid                                               (342)         (384)    (651)       (745)
Dividends received                                            58            30       60          38
Dividends paid to minority shareholders                       (3)           (5)     (16)         (5)
                                                         -------       -------  -------     -------
Net cash outflow from servicing of finance
and returns on investments                                  (230)         (300)    (502)       (562)
                                                         -------       -------  -------     -------
Taxation
UK corporation tax                                          (167)         (169)    (354)       (373)
Overseas tax                                                (760)       (2,213)  (1,018)     (2,148)
                                                         -------       -------  -------     -------
Tax paid                                                    (927)       (2,382)  (1,372)     (2,521)
                                                         -------       -------  -------     -------
Capital expenditure
Payments for fixed assets                                 (2,793)       (3,016)  (5,592)     (5,593)
Proceeds from the sale of fixed assets                       939           232    1,256         926
                                                         -------       -------  -------     -------
Net cash outflow for capital expenditure                  (1,854)       (2,784)  (4,336)     (4,667)
                                                         -------       -------  -------     -------

Acquisitions and disposals
Investments in associated undertakings                      (488)         (148)    (631)       (268)
Acquisitions, net of cash acquired                          (139)         (560)  (1,689)       (560)
Net investment in joint ventures                             (68)          (72)    (114)       (133)
Proceeds from the sale of businesses                       1,584             -    1,615           -
                                                         -------       -------  -------     -------
Net cash (outflow) inflow for
acquisitions and disposals                                   889          (780)    (819)       (961)
                                                         -------       -------  -------     -------
Equity dividends paid                                     (1,290)       (1,179)  (2,578)     (2,360)
                                                         -------       -------  -------     -------
Net cash inflow (outflow)                                  1,891        (2,136)    (532)      1,080
                                                         =======       =======  =======     =======

Financing                                                  2,017        (1,669)    (266)      1,197
Management of liquid resources                                33          (404)    (132)       (102)
Increase (decrease) in cash                                 (159)          (63)    (134)        (15)
                                                         -------       -------  -------     -------
                                                           1,891        (2,136)    (532)      1,080
                                                         =======       =======  =======     =======

---------------

(a)  This cash flow  statement has been  prepared in accordance  with UK GAAP. A
     cash flow statement presented on a SFAS 95 format is included in Note 15.


Page 16

                           BP p.l.c. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS - continued




                                                            Three months ended     Six months ended
                                                                 June 30                June 30
                                                               (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                 
Reconciliation of historical cost profit before interest
and tax to net cash inflow from operating activities

Historical cost profit before interest and tax             4,151         5,156    6,573      10,608
Depreciation and amounts provided                          2,227         2,130    4,380       4,297
Exploration expenditure written off                          147            22      206         130
Share of profits of joint ventures and
associated undertakings                                     (288)         (282)    (544)       (613)
Interest and other income                                   (118)         (127)    (181)       (230)
(Profit) loss on sale of fixed assets and businesses        (374)         (171)    (265)       (389)
Charge for provisions                                        325           541      494         706
Utilization of provisions                                   (373)         (329)    (611)       (635)
Decrease (increase) in stocks                               (807)         (371)  (1,303)        (13)
Decrease (increase) in debtors                            (1,614)         (399)  (2,024)     (1,468)
Increase (decrease) in creditors                           1,857        (1,094)   2,044        (577)
                                                         -------       -------  -------     -------
Net cash inflow from operating activities                  5,133         5,076    8,769      11,816
                                                         -------       -------  -------     -------
Financing
Long-term borrowing                                         (752)         (505)  (2,498)     (1,022)
Repayments of long-term borrowing                            663         1,034      897       1,180
Short-term borrowing                                        (753)       (2,589)  (4,252)     (2,750)
Repayments of short-term borrowing                         2,891           172    5,710       3,127
                                                         -------       -------  -------     -------
                                                           2,049        (1,888)    (143)        535

Issue of ordinary share capital                              (32)          (64)    (123)       (120)
Repurchase of ordinary share capital                           -           283        -         782
                                                         -------       -------  -------     -------
Net cash (inflow) outflow from financing                   2,017        (1,669)    (266)      1,197
                                                         =======       =======  =======     =======

---------------

(a)  This cash flow  statement has been  prepared in accordance  with UK GAAP. A
     cash flow statement presented on a SFAS 95 format is included in Note 15.


Page 17

                           BP p.l.c. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   The  results for the interim  periods are  unaudited  and in the opinion of
     management include all adjustments necessary for a fair presentation of the
     results for the periods  presented.  The interim  financial  statements and
     notes  included  in this  Report  should  be read in  conjunction  with the
     consolidated  financial  statements  and  related  notes for the year ended
     December  31, 2001  included in BP's Annual  Report on Form 20-F filed with
     the Securities and Exchange Commission.

2.   Restatement of comparative information

     Comparative  information  for 2001 has been restated to reflect the changes
     described below.

     (a)  Transfer of solar, renewables and alternative fuels activities

          With  effect  from  January  1,  2002,   the  solar,   renewables  and
          alternative   fuels   activities  have  been  transferred  from  Other
          businesses  and  corporate to Gas and Power.  To reflect this transfer
          Gas and Power has been renamed Gas, Power and Renewables from the same
          date.

     (b)  New accounting standard for deferred tax

          With effect from  January 1, 2002 BP has adopted  Financial  Reporting
          Standard  No.19  'Deferred  Tax' (FRS  19).  This  standard  generally
          requires  that  deferred  tax should be provided  on a full  liability
          basis  rather  than on a  restricted  liability  basis as  required by
          Statement  of  Standard  Accounting  Practice  No.15  'Accounting  for
          Deferred  Tax'. The adoption of FRS 19 has been treated as a change in
          accounting policy.

          Under FRS 19  deferred  tax is  recognised  in  respect  of all timing
          differences that have originated but not reversed at the balance sheet
          date where transactions or events have occurred at that date that will
          result in an  obligation  to pay more, or right to pay less tax in the
          future. In particular:

          o    Provision  is made for tax on gains  arising from the disposal of
               fixed assets that have been rolled over into replacement  assets,
               only to the extent that,  at the balance  sheet date,  there is a
               binding agreement to dispose of the replacement assets concerned.
               However,  no  provision  is  made  where,  on  the  basis  of all
               available  evidence at the balance  sheet date, it is more likely
               than  not  that  the  taxable  gain  will  be  rolled  over  into
               replacement  assets and charged to tax only where the replacement
               assets are sold.

          o    Provision is made for deferred tax that would arise on remittance
               of the retained earnings of overseas subsidiaries, joint ventures
               and  associated  undertakings  only to the  extent  that,  at the
               balance sheet date, dividends have been accrued as receivable.

          Deferred  tax assets  are  recognised  only to the  extent  that it is
          considered  more likely  than not that there will be suitable  taxable
          profits from which the underlying timing differences can be deducted.

          Deferred  tax is  measured on an  undiscounted  basis at the tax rates
          that are expected to apply in the periods in which timing  differences
          reverse,  based on tax rates and laws enacted or substantively enacted
          at the balance sheet date.

          As a consequence of adopting FRS 19 acquisitions have been restated as
          if the new standard  applied at that time.  This leads to the creation
          of higher  deferred tax liabilities and greater amounts of goodwill on
          those acquisitions.


Page18

                           BP p.l.c. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.   Restatement of comparative information (continued)




Income statement                                            Three months ended     Six months ended
                                                                 June 30                June 30
                                                               (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                             ($ million, except per share amounts)
                                                                                 

Turnover                                                  48,689        48,689   94,389      94,389
Less: joint ventures                                         280           280      568         568
                                                         -------       -------  -------     -------
Group turnover                                            48,409        48,409   93,821      93,821

Replacement cost of sales                                 40,706        40,679   77,894      77,840
Production taxes                                             433           433    1,016       1,016
                                                         -------       -------  -------     -------
Gross profit                                               7,270         7,297   14,911      14,965
Distribution and administration expenses                   2,638         2,638    5,164       5,164
Exploration expense                                           81            81      250         250
                                                         -------       -------  -------     -------
                                                           4,551         4,578    9,497       9,551
Other income                                                 112           112      307         307
                                                         -------       -------  -------     -------
Group replacement cost operating profit                    4,663         4,690    9,804       9,858
Share of profits of joint ventures                           125           125      227         227
Share of profits of associated undertakings                  157           157      386         386
                                                         -------       -------  -------     -------
Total replacement cost operating profit(a)                 4,945         4,972   10,417      10,471

Profit (loss) on sale of fixed assets and and
businesses or termination of operations                      171           171      389         389
                                                         -------       -------  -------     -------
Replacement cost profit before interest and tax            5,116         5,143   10,806      10,860
Inventory holding gains (losses)                              40            40     (198)       (198)
                                                         -------       -------  -------     -------
Historical cost profit before interest and tax             5,156         5,183   10,608      10,662
Interest expense                                             441           441      887         887
                                                         -------       -------  -------     -------
Profit before taxation                                     4,715         4,742    9,721       9,775
Taxation                                                   1,956         1,550    4,124       3,268
                                                         -------       -------  -------     -------
Profit after taxation                                      2,759         3,192    5,597       6,507
Minority shareholders' interest                               18            21       26          32
                                                         -------       -------  -------     -------
Profit for the period                                      2,741         3,171    5,571       6,475
                                                         -------       -------  -------     -------
Distribution to shareholders                               1,236         1,236    2,414       2,414
                                                         -------       -------  -------     -------
Earnings per ordinary share - cents
Basic                                                      12.21         14.12    24.80       28.82
Diluted                                                    12.14         14.04    24.65       28.65
                                                         =======       =======  =======     =======
---------------
(a) Total replacement cost operating profit, by business
Exploration and Production                                 3,427         3,441    8,093       8,121
Gas, Power and Renewables                                    161           173      261         285
Refining and Marketing                                     1,464         1,477    2,204       2,230
Chemicals                                                      9             9       90          90
Other businesses and corporate                              (116)         (128)    (231)       (255)
                                                         -------       -------  -------     -------
                                                           4,945         4,972   10,417      10,471
                                                         =======       =======  =======     =======


Page 19

                           BP p.l.c. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.   Restatement of comparative information (concluded)




   Balance sheet at December 31, 2001                                       Restated      Reported
                                                                     -----------------------------
                                                                                 ($ million)
                                                                                        
   Fixed assets
      Intangible assets                                                       16,489        15,593
      Tangible assets                                                         77,410        77,410
      Investments                                                             11,963        12,047
                                                                     -----------------------------
                                                                             105,862       105,050
                                                                     -----------------------------
   Current assets                                                             36,108        36,108
   Current liabilities - amounts falling due within one year                  37,614        37,614
                                                                     -----------------------------
   Net current liabilities                                                    (1,506)       (1,506)
                                                                     -----------------------------
   Total assets less current liabilities                                     104,356       103,544
   Noncurrent liabilities                                                     15,413        15,413
   Provisions for liabilities and charges
      Deferred taxation                                                       11,702         1,655
      Other provisions                                                        11,482        11,482
                                                                     -----------------------------
   Net assets                                                                 65,759        74,994
   Minority shareholders' interest                                               598           627
                                                                     -----------------------------
   BP shareholders' interest                                                  65,161        74,367
                                                                     =============================





                                                            Three months ended     Six months ended
                                                                 June 30                June 30
                                                               (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                 
3. Turnover
   By business
   Exploration and Production                              6,539         7,441   12,177      16,558
   Gas, Power and Renewables                               8,235        10,491   16,003      22,613
   Refining and Marketing                                 31,870        34,257   56,759      62,780
   Chemicals                                               3,584         3,073    6,226       5,762
   Other businesses and corporate                            136           138      271         265
                                                         -------       -------  -------     -------
                                                          50,364        55,400   91,436     107,978
   Less: sales between businesses                          6,709         6,991   11,491      14,157
                                                         -------       -------  -------     -------
   Group excluding joint ventures                         43,655        48,409   79,945      93,821
   Sales of joint ventures                                   404           280      683         568
                                                         -------       -------  -------     -------
                                                          44,059        48,689   80,628      94,389
                                                         =======       =======  =======     =======

   By geographical area
   UK                                                     12,509        11,974   23,504      23,914
   Rest of Europe                                         12,219        10,043   21,338      19,018
   USA                                                    19,663        24,791   34,928      47,282
   Rest of World                                           8,035         8,929   15,019      18,620
                                                         -------       -------  -------     -------
                                                          52,426        55,737   94,789     108,834
   Less: Sales between areas                               8,771         7,328   14,844      15,013
                                                         -------       -------  -------     -------
                                                          43,655        48,409   79,945      93,821
                                                         =======       =======  =======     =======


Page 20

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued





                                                            Three months ended     Six months ended
                                                                 June 30                June 30
                                                               (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                 
4. Production taxes
   UK petroleum revenue tax                                   90           135      153         373
   Overseas production taxes                                 225           298      409         643
                                                         -------       -------  -------     -------
                                                             315           433      562       1,016
                                                        ========       =======  =======     =======
5. Exploration expense
   Exploration and Production
      UK                                                       4             -       10           4
      Rest of Europe                                          13             3       36           5
      USA                                                    133            40      175         133
      Rest of World                                           72            38      125         108
                                                         -------       -------  -------     -------
                                                             222            81      346         250
                                                        ========       =======  =======     =======


6.   Replacement cost profit

     Replacement  cost  profits  reflect  the  current  cost  of  supplies.  The
     replacement  cost profit for the period is arrived at by excluding from the
     historical cost profit  inventory  holding gains and losses.  These are the
     difference  between  the  amount  that is  charged  to cost of  sales  on a
     first-in,  first-out  (FIFO)  basis of inventory  valuation  and the amount
     charged to cost of sales  based on the average  cost of  supplies  incurred
     during the period.  The former basis is used in arriving at the  historical
     cost result whereas the latter basis is used in arriving at the replacement
     cost result. BP presents financial  information on a replacement cost basis
     in order to provide  better  comparability  to the major US oil  companies,
     which apply the last in, first out (LIFO) basis of inventory valuation. The
     LIFO basis is not  permitted  under UK GAAP.  BP  management  believes that
     where inventory volumes remain constant or increase in a period,  operating
     profit on the LIFO basis will not differ  materially from operating  profit
     on BP's replacement cost basis. For further  discussion of replacement cost
     operating profit see Item 3 of BP`s Annual Report on Form 20-F for the year
     ended December 31, 2001.




                                                            Three months ended     Six months ended
                                                                 June 30                June 30
                                                               (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                 
7. Analysis of exceptional items
   Profit (loss) on sale of fixed assets and
   businesses or termination of operations
   Exploration and Production                                427           319      432         277
   Gas, Power and Renewables                                  (1)            -       (1)         (1)
   Refining and Marketing                                     31           (59)     (14)        206
   Chemicals                                                 (85)          (80)    (145)        (86)
   Other businesses and corporate                              4            (9)      (5)         (7)
                                                         -------       -------  -------     -------
   Exceptional items before taxation                         376           171      267         389
   Taxation charge                                          (160)         (118)    (121)       (269)
                                                         -------       -------  -------     -------
   Exceptional items after taxation                          216            53      146         120
                                                         =======       =======  =======     =======


Page 21

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued




Income statement                                            Three months ended     Six months ended
                                                                 June 30                June 30
                                                               (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                             ($ million, except per share amounts)
                                                                                 
8. Inventory holding gains (losses)
   Exploration and Production                                 (1)           (9)       2           -
   Gas, Power and Renewables                                   4           (33)       8         (44)
   Refining and Marketing                                    444            99      939        (144)
   Chemicals                                                  78           (17)      49         (10)
                                                         -------       -------  -------     -------
                                                             525            40      998        (198)
   Minority shareholders' interest                            (6)            -       25           -
                                                         -------       -------  -------     -------
                                                             531            40      973        (198)
                                                         =======       =======  =======     =======

9. Interest expense
   Group interest payable (a)                                261           363      528         730
   Capitalized                                               (25)          (21)     (40)        (55)
                                                         -------       -------  -------     -------
                                                             236           342      488         675
   Joint ventures                                             15            13       29          33
   Associated undertakings                                    21            36       45          76
   Unwinding of discount on provisions                        42            50       85         103
                                                         -------       -------  -------     -------
                                                             314           441      647         887
                                                         =======       =======  =======     =======
---------------

(a)   Includes charges relating to the
      early redemption of debt                                 -            50        -          60
                                                         -------       -------  -------     -------

10.   Charge for taxation
      Current                                              1,040         1,640    1,573       3,375
      Deferred (a)                                           711           316      931         749
                                                         -------       -------  -------     -------
                                                           1,751         1,956    2,504       4,124
                                                         =======       =======  =======     =======
     United Kingdom                                          646           250      835         522
     Overseas                                              1,105         1,706    1,669       3,602
                                                         -------       -------  -------     -------
                                                           1,751         1,956    2,504       4,124
                                                         =======       =======  =======     =======
---------------

(a)   Includes the charge relating to
      the supplementary UK corporation tax of 10%            355             -      355           -
                                                         -------       -------  -------     -------

11.   Reconciliation of replacement cost results
      Historical cost profit (loss) for the period         2,040         2,741    3,336       5,571
      Inventory holding (gains) losses (a)                  (531)          (40)   (973)         198
                                                         -------       -------  --------    -------
      Replacement cost profit for the period               1,509         2,701    2,363       5,769
      Exceptional items (b)                                 (216)          (53)    (146)       (120)
                                                         -------       -------  -------     -------
      Replacement cost profit before exceptional items     1,293         2,648    2,217       5,649
                                                         -------       -------  -------     -------
      Earnings per ordinary share - cents
      On replacement cost profit before
      exceptional items                                     5.77         11.80     9.89       25.15
                                                         =======       =======  =======     =======
--------------

(a)   Net of minority shareholders' interest                  6              -      (25)          -
(b)   Net of tax charge                                     160            118      121         269



Page 22

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


12.   Business and geographical analysis



                                                          Gas,                               Other
                                      Exploration        Power    Refining              businesses
By business                                   and          and         and                     and
                                       Production   Renewables   Marketing   Chemicals   corporate   Eliminations   Total
                                      -----------   ----------   ---------   ---------  ----------   ------------   -----
                                                                                               
                                                                      ($ million)
Three months ended June 30, 2002
Group turnover
-  third parties                            1,246        7,816      30,922       3,535         136              -  43,655
-  sales between between businesses         5,293          419         948          49           -         (6,709)      -
                                      -----------------------------------------------------------------------------------
                                            6,539        8,235      31,870       3,584         136         (6,709) 43,655
                                      -----------------------------------------------------------------------------------
Share of sales by joint ventures              137            -         102         165           -              -     404
                                      -----------------------------------------------------------------------------------
Equity accounted income                       127           38          51          57          12              -     285
                                      -----------------------------------------------------------------------------------
Total replacement cost
operating profit (loss)                     2,458          114         603         203        (128)             -   3,250
Exceptional items                             427           (1)         31         (85)          4              -     376
Inventory holding gains (losses)               (1)           4         444          78           -              -     525
                                      -----------------------------------------------------------------------------------
Historical cost profit (loss)               2,884          117       1,078         196        (124)             -   4,151
before interest and tax
                                      -----------------------------------------------------------------------------------
Capital expenditure and acquisitions        2,573          132       2,965         170         267              -   6,107

Three months ended June 30, 2001
Group turnover
-  third parties                            2,254        9,730      33,273       3,014         138              -  48,409
-  sales between businesses                 5,187          761         984          59           -         (6,991)      -
                                      -----------------------------------------------------------------------------------
                                            7,441       10,491      34,257       3,073         138         (6,991) 48,409
                                      -----------------------------------------------------------------------------------
Share of sales by joint ventures              131            -         149           -           -              -     280
                                      -----------------------------------------------------------------------------------
Equity accounted income                       138           29          60          33          22              -     282
                                      -----------------------------------------------------------------------------------
Total replacement cost
operating profit (loss)                     3,427          161       1,464           9       (116)              -   4,945
Exceptional items                             319            -         (59)        (80)        (9)              -     171
Inventory holding gains (losses)               (9)         (33)         99         (17)         -               -      40
                                      -----------------------------------------------------------------------------------
Historical cost profit (loss)
before interest and tax                     3,737          128       1,504         (88)      (125)              -   5,156
                                      -----------------------------------------------------------------------------------
Capital expenditure and acquisitions        2,423           68         487         766         52               -   3,796



Page 23

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


12.   Business and geographical analysis (continued)




                                                                               
By geographical area                               Rest of           Rest of
                                             UK     Europe     USA     World     Eliminations     Total
                                         --------------------------------------------------------------
                                                                    ($ million)
Three months ended June 30, 2002
Group turnover - third parties            8,172     10,311  18,643     6,529                -    43,655
               - sales between areas      4,337      1,908   1,020     1,506           (8,771)        -
                                         --------------------------------------------------------------
                                         12,509     12,219  19,663     8,035           (8,771)   43,655
                                         --------------------------------------------------------------
Share   of   sales   by   joint ventures     72         70      60       202                -       404
                                         --------------------------------------------------------------
Equity accounted income                      (3)        50      74       164                -       285
                                          -------------------------------------------------------------

Total replacement cost operating profit     504        526   1,103     1,117                -     3,250
Exceptional items                           (24)       (45)    482       (37)               -       376
Inventory holding gains (losses)             12         70     415        28                -       525
                                          -------------------------------------------------------------
Historical  cost profit  before
interest and tax                            492        551   2,000     1,108                -     4,151
                                          -------------------------------------------------------------

Capital expenditure and acquisitions        400      2,953   1,467     1,287                -     6,107

Three months ended June 30, 2001
Group turnover - third parties            8,629      8,157  24,525     7,098                -    48,409
               - sales between areas      3,345      1,886     266     1,831           (7,328)        -
                                         --------------------------------------------------------------
                                         11,974     10,043  24,791     8,929           (7,328)   48,409
                                         --------------------------------------------------------------
Share of sales by joint ventures              -          -     100       180                -       280
                                         --------------------------------------------------------------
Equity accounted income                     (10)        42      78       172                -       282
                                         --------------------------------------------------------------

Total replacement cost operating profit     814        429   2,485     1,217                -     4,945
Exceptional items                           (24)        (1)   (133)      329                -       171
Inventory holding gains (losses)             14         80     (35)      (19)               -        40
                                         --------------------------------------------------------------
Historical  cost profit  before
interest and tax                            804        508   2,317     1,527                -     5,156
                                         --------------------------------------------------------------
Capital expenditure and acquisitions        448        758   1,628       962                -     3,796


Page 24

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


12.   Business and geographical analysis (continued)



                                                          Gas,                               Other
                                      Exploration        Power    Refining              businesses
By business                                   and          and         and                     and
                                       Production   Renewables   Marketing   Chemicals   corporate   Eliminations   Total
                                      -----------------------------------------------------------------------------------
                                                                                               
                                                                      ($ million)
Six months ended June 30, 2002
Group turnover
-  third parties                            3,337       15,129      55,143       6,065         271              -  79,945
-  sales between businesses                 8,840          874       1,616         161           -        (11,491)      -
                                      -----------------------------------------------------------------------------------
                                           12,177       16,003      56,759       6,226         271        (11,491) 79,945
                                      -----------------------------------------------------------------------------------
Share of sales by joint ventures              232            -         179         272           -              -     683
                                      -----------------------------------------------------------------------------------
Equity accounted income                       252           92         102          68          29              -     543
                                      -----------------------------------------------------------------------------------
Total replacement cost
operating profit (loss)                     4,386          225         671         279        (253)             -   5,308
Exceptional items                             432           (1)        (14)       (145)         (5)             -     267
Inventory holding gains (losses)                2            8         939          49           -              -     998
                                      -----------------------------------------------------------------------------------
Historical cost profit (loss)
before interest and tax                     4,820          232       1,596         183        (258)             -   6,573
                                      -----------------------------------------------------------------------------------
Capital expenditure and acquisitions        4,886          178       6,102         358         319              -  11,843

Six months ended June 30, 2001
Group turnover
-  third parties                            5,752       21,063       61,091      5,650         265              -  93,821
-  sales between between                   10,806        1,550        1,689        112           -        (14,157)      -
                                      -----------------------------------------------------------------------------------
                                           16,558       22,613       62,780      5,762         265        (14,157) 93,821
                                      -----------------------------------------------------------------------------------
Share of sales by joint ventures              326            -          242          -           -              -     568
                                      -----------------------------------------------------------------------------------
Equity accounted income                       317           85          102         77          32              -     613
                                      -----------------------------------------------------------------------------------
Total replacement cost
operating profit (loss)                     8,093          261        2,204         90        (231)             -  10,417
Exceptional items                             277           (1)         206        (86)         (7)             -     389
Inventory holding gains (losses)                -          (44)        (144)       (10)          -              -    (198)
                                      -----------------------------------------------------------------------------------
Historical cost profit (loss)
before interest and tax                     8,370          216        2,266         (6)       (238)             -  10,608
                                      -----------------------------------------------------------------------------------
Capital expenditure and acquisitions        4,289          104          857        982         101              -   6,333


Page 25

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


12.   Business and geographical analysis (concluded)



                                                                               
By geographical area                               Rest of           Rest of
                                             UK     Europe     USA     World     Eliminations     Total
                                         --------------------------------------------------------------
                                                                    ($ million)
Six months ended June 30, 2002
Group turnover - third parties           16,584     17,629  33,641    12,091                -    79,945
               - sales between areas      6,920      3,709   1,287     2,928          (14,844)        -
                                         --------------------------------------------------------------
                                         23,504     21,338  34,928    15,019          (14,844)   79,945
                                         --------------------------------------------------------------
Share of sales by joint ventures            104        126     103       350                -       683
                                         --------------------------------------------------------------
Equity accounted income                      (3)       111     129       306                -       543
                                         --------------------------------------------------------------

Total replacement cost operating profit   1,034        912   1,261     2,101                -     5,308
Exceptional items                           (33)       (35)    373       (38)               -       267
Inventory holding gains (losses)             58        182     699        59                -       998
                                         --------------------------------------------------------------
Historical  cost profit  before
interest and tax                          1,059      1,059   2,333     2,122                -     6,573
                                         --------------------------------------------------------------

Capital expenditure and acquisitions        809      5,805   2,998     2,231                -    11,843

Six months ended June 30, 2001
Group turnover - third parties           17,193     15,161  46,475    14,992                -    93,821
               - sales between areas      6,721      3,857     807     3,628          (15,013)        -
                                         --------------------------------------------------------------
                                         23,914     19,018  47,282    18,620          (15,013)   93,821
                                         --------------------------------------------------------------
Share of sales by joint ventures              -          -     187       381                -       568
                                         --------------------------------------------------------------
Equity accounted income                       2        124     142       345                -       613
                                         --------------------------------------------------------------
Total replacement cost operating profit   1,741        914   5,170     2,592                -    10,417
Exceptional items                           (14)         1     106       296                -       389
Inventory holding gains (losses)            (33)         5    (181)       11                -      (198)
                                         --------------------------------------------------------------
Historical  cost profit  before
interest and tax                          1,694        920   5,095     2,899                -    10,608
                                         --------------------------------------------------------------
Capital expenditure and acquisitions        842        897   2,838     1,756                -     6,333


Page 26

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued





                                                            Three months ended     Six months ended
                                                                 June 30                June 30
                                                               (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                 
13.   Analysis of changes in net debt
      Opening balance
      Finance debt                                        24,531        18,788   21,417      21,190
      Less: Cash                                           1,379         1,188    1,358       1,170
            Current asset investments                        286           959      450         661
                                                         -------       -------  -------     -------
      Opening net debt                                    22,866        16,641   19,609      19,359
                                                         -------       -------  -------     -------
      Closing balance
      Finance debt                                        21,409        20,498   21,409      20,498
      Less: Cash                                           1,284         1,103    1,284       1,103
            Current asset investments                        285           563      285         563
                                                         -------       -------  -------     -------
      Closing net debt                                    19,840        18,832   19,840      18,832
                                                         -------       -------  -------     -------
      (Increase) decrease in net debt                      3,026        (2,191)    (231)        527
                                                         =======       =======  =======     =======

      Movement in cash/bank overdrafts                      (159)          (63)    (134)        (15)
      (Decrease) increase in current asset investments        33          (404)    (132)       (102)
      Net cash (inflow) outflow from financing
      (excluding share capital)                            2,049        (1,888)    (143)        535
      Partnership interests exchanged for BP loan notes    1,135             -    1,135           -
      Other movements                                         19            51       44          82
      Debt acquired                                            -           (47)    (999)        (47)
                                                         -------       -------  -------     -------
      Movements in net debt before exchange effect         3,077        (2,351)    (229)        453
      Exchange adjustments                                   (51)          160       (2)         74
                                                         -------       -------  -------     -------
      (Increase) decrease in net debt                      3,026        (2,191)    (231)        527
                                                         =======       =======  =======     =======



14.   Movement in BP shareholders' interest                                   $ million
                                                                              (Unaudited)

      Balance at December 31, 2001                                               74,367
      Prior year adjustment - change in accounting policy (see Note 2)           (9,206)
                                                                                -------
      As restated                                                                65,161
      Profit for the period                                                       3,336
      Distribution to shareholders                                               (2,637)
      Currency translation differences                                            1,585
      Employee share schemes                                                        123
                                                                                -------
      Balance at June 30, 2002                                                   67,568
                                                                                =======


Page 27

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


15.  US generally accepted accounting principles


     The  consolidated  financial  statements  of the BP Group are  prepared  in
     accordance with UK GAAP which differs in certain respects from US GAAP. The
     principal  differences  between US GAAP and UK GAAP for BP Group  reporting
     relate to the following:

     (i)  Group consolidation

          Where the Group conducts  activities  through a joint arrangement that
          is not  carrying  on a trade or  business  in its own  right the Group
          accounts  for  its own  assets,  liabilities  and  cash  flows  of the
          activity measured  according to the terms of the arrangement.  For the
          Group this method of accounting applies to certain oil and natural gas
          activities and undivided interests in pipelines. US GAAP permits these
          activities to be accounted for by proportional consolidation, which is
          equivalent to UK GAAP.

          Joint  ventures and associated  undertakings  are accounted for by the
          equity method. UK GAAP requires the consolidated  financial statements
          to show separately the Group  proportion of operating  profit or loss,
          exceptional items, inventory holding gains or losses, interest expense
          and  taxation  of  associated  undertakings  and  joint  ventures.  In
          addition the turnover of joint  ventures  should be disclosed.  For US
          GAAP the after tax profits or losses  (i.e.  operating  results  after
          exceptional items, inventory holding gains or losses, interest expense
          and  taxation)  are included in the income  statement as a single line
          item.

          UK GAAP  requires  the  Group's  share of the gross  assets  and gross
          liabilities  of joint  ventures to be shown on the face of the balance
          sheet whereas under US GAAP the net investment is included as a single
          line item.

          The following summarizes the  reclassifications for joint ventures and
          associated undertakings necessary to accord with US GAAP.



                                                  Three months ended June 30, 2002
                                                            (Unaudited)
                                       ---------------------------------------------------
                                                    As                             US GAAP
Increase (decrease) in caption heading        Reported    Reclassification    Presentation
                                        --------------------------------------------------
                                                            ($ million)
                                                                         
Consolidated statement of income
Other income                                    147                 192             339
Share of profits of JVs and
associated undertakings                         285                (285)              -
Exceptional items before taxation               376                  (2)            374
Inventory holding gains (losses)                525                   -             525
Interest expense                                314                 (36)            278
Taxation                                      1,751                 (59)          1,692
Profit for the period                         2,040                   -           2,040





                                                    Six months ended June 30, 2002
                                                            (Unaudited)
                                       ---------------------------------------------------
                                                    As                             US GAAP
                                              Reported    Reclassification    Presentation
                                        --------------------------------------------------
                                                            ($ million)
                                                                         
Consolidated statement of income
Other income                                       272                 345             617
Share of profits of JVs and
associated undertakings                            543                (543)              -
Exceptional items before taxation                  267                  (2)            265
Inventory holding gains (losses)                   998                   2           1,000
Interest expense                                   647                 (74)            573
Taxation                                         2,504                (124)          2,380
Profit for the period                            3,336                   -           3,336



Page 28

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


15.  US generally accepted accounting principles - continued

     (i)  Group consolidation (concluded)



                                                  Three months ended June 30, 2001
                                                            (Unaudited)
                                       ---------------------------------------------------
                                                    As                             US GAAP
                                              Reported    Reclassification    Presentation
                                        --------------------------------------------------
                                                            ($ million)
                                                                         
Consolidated statement of income
Other income                                       112                 175             287
Share of profits of JVs and                        282                (282)              -
associated undertakings
Exceptional items before taxation                  171                   1             172
Inventory holding gains (losses)                    40                  (1)             39
Interest expense                                   441                 (49)            392
Taxation                                         1,956                 (58)          1,898
Profit for the period                            2,741                   -           2,741





                                                    Six months ended June 30, 2001
                                                            (Unaudited)
                                       ---------------------------------------------------
                                                    As                             US GAAP
                                              Reported    Reclassification    Presentation
                                        --------------------------------------------------
                                                            ($ million)
                                                                         
Consolidated statement of income
Other income                                       307                 360             667
Share of profits of JVs and
associated undertakings                            613                (613)              -
Exceptional items before taxation                  389                   1             390
Inventory holding gains (losses)                  (198)                 (1)           (199)
Interest expense                                   887                (109)            778
Taxation                                         4,124                (144)          3,980
Profit for the period                            5,571                   -           5,571


(ii) Income statement

     The  income   statement   prepared  under  UK  GAAP  shows  sub-totals  for
     replacement  cost profit before  interest and tax,  historical  cost profit
     before interest and tax and profit after taxation. These line items are not
     recognized under US GAAP.

(iii)Exceptional items

     Under UK GAAP certain exceptional items are shown separately on the face of
     the income  statement  after operating  profit.  These items are profits or
     losses on the sale of fixed assets and businesses or sale or termination of
     operations and fundamental restructuring charges. Under US GAAP these items
     are classified as operating income or expenses.

(iv) Deferred taxation/business combinations

     US GAAP requires the  recognition  of a deferred tax asset or liability for
     the tax  effects of  differences  between the  assigned  values and the tax
     bases of assets  acquired and  liabilities  assumed in a purchase  business
     combination,  whereas under UK GAAP no such deferred tax asset or liability
     is  recognized.  Under US GAAP the  deferred  tax  asset  or  liability  is
     amortized  over the same period as the assets and  liabilities  to which it
     relates.

Page 29

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

15.  US generally accepted accounting principles - continued

     (iv) Deferred taxation/business combinations (concluded)

     The adjustments to profit for the year and to BP shareholders'  interest to
     accord with US GAAP are summarized below.




                                                            Three months ended     Six months ended
                                                                 June 30                June 30
      Increase (decrease) in caption heading                   (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                    
      Replacement cost of sales                              139           304      290         567
      Taxation                                               (80)         (335)    (174)       (672)
      Profit for the year                                    (59)           31     (116)        105
                                                          ======        ======    =====       =====




                                                                             At             At
                                                                          June 30,      December 31,
                                                                            2002           2001
                                                                        (Unaudited)
                                                                         ----------     -----------
                                                                                 ($ million)
                                                                                         
      Tangible assets                                                        7,339            7,032
      Deferred taxation                                                      7,217            6,789
      BP shareholders' interest                                                122              243
                                                                          ========         ========


     (v)  Provisions

          UK  GAAP  requires  provisions  for   decommissioning,   environmental
          liabilities  and onerous  contracts to be  determined  on a discounted
          basis if the effect of the time value of money is material.  Unwinding
          of the  discount  and the effect of a change in the  discount  rate is
          included in interest  expense in the  period.  When a  decommissioning
          provision is set up, a tangible fixed asset of the same amount is also
          recognized  and is  subsequently  depreciated  as part of the  capital
          costs of the facilities.  Under US GAAP (i) environmental  liabilities
          are discounted only where the timing and amounts of payments are fixed
          and reliably  determinable and (ii) provisions for decommissioning are
          provided on a  unit-of-production  basis over field lives; there is no
          corresponding tangible fixed asset.

          The  adjustments  to  profit  for  the  year  and to BP  shareholders'
          interest to accord with US GAAP are summarized below.




                                                            Three months ended     Six months ended
                                                                 June 30                June 30
      Increase (decrease) in caption heading                   (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                    
      Replacement cost of sales                               32            68      109         157
      Interest expense                                       (42)          (50)     (85)       (103)
      Taxation                                                (8)          (30)     (16)        (48)
      Profit for the year                                     18            12       (8)         (6)
                                                          ======       ======    ======      ======




                                                                             At             At
                                                                          June 30,      December 31,
                                                                            2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                         
      Tangible assets                                                         (871)            (785)
      Provisions                                                               747              780
      Deferred taxation                                                       (531)            (511)
      BP shareholders' interest                                             (1,087)          (1,054)
                                                                          ========         ========


Page 30

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


     15.  US generally accepted accounting principles - continued

          (vi) Sale and leaseback

               The sale and leaseback of an office building in Chicago, Illinois
               in 1998 was treated as a sale for UK GAAP  whereas for US GAAP it
               was treated as a financing transaction.

               A  provision  was  recognized  under UK GAAP in 1999 to cover the
               likely  shortfall on rental  income from  subletting  the Chicago
               office  building.  As the  original  sale and  leaseback  was not
               treated as a sale for US GAAP the provision has been reversed for
               US GAAP.

               Under  UK GAAP the  profit  arising  on the  sale  and  operating
               leaseback of certain  railcars in 1999 was taken to income in the
               period  in which  the  transaction  occurred.  Under US GAAP this
               profit was not recognized immediately but amortized over the term
               of the operating lease.

               The  adjustments  to  profit  for the year  and BP  shareholders'
               interest to accord with US GAAP are summarized below.




                                                            Three months ended     Six months ended
                                                                 June 30                June 30
      Increase (decrease) in caption heading                   (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                    
      Replacement cost of sales                                2            31        7          37
      Taxation                                                (1)           (1)      (2)          2
      Profit for the year                                     (1)          (30)      (5)        (39)
                                                          ======       ======    ======      ======




                                                                             At             At
                                                                          June 30,      December 31,
                                                                            2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                         
      Tangible assets                                                        166              171
      Other accounts payable and accrued liabilities                          29               30
      Provisions                                                             (64)             (65)
      Finance debt                                                           413              413
      Deferred taxation                                                      (74)             (73)
      BP shareholders' interest                                             (138)            (134)
                                                                        ========         ========


     (vii)Goodwill and intangible assets

          Various  differences in the basis for determining  goodwill between UK
          and US GAAP result in goodwill for US GAAP  reporting  differing  from
          the amount recognized under UK GAAP.

          On January 1, 2002 the Group adopted Statement of Financial Accounting
          Standards No. 142 `Goodwill  and Other  Intangible  Assets' (SFAS 142)
          for US GAAP  reporting.  This standard  eliminates the  requirement to
          amortize goodwill and indefinite lived intangible assets. Rather, such
          assets are subject to periodic impairment  testing.  Intangible assets
          that  are not  deemed  to  have  an  indefinite  life  continue  to be
          amortized over their estimated useful lives.  Amortization of goodwill
          charged to income under UK GAAP has been reversed for US GAAP.


Page 31

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

15.  US generally accepted accounting principles - continued

     (vii)Goodwill and intangible assets (continued)

          The  adjustments  to  profit  for  the  year  and to BP  shareholders'
          interest to accord with US GAAP are summarized below.




                                                            Three months ended     Six months ended
                                                                 June 30                June 30
      Increase (decrease) in caption heading                   (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                    
      Replacement cost of sales                             (322)          (15)    (643)        (30)
      Taxation                                                 -             -        -           -
      Profit for the year                                    322            15      643          30
                                                          ======         =====    =====       =====




                                                                             At             At
                                                                          June 30,      December 31,
                                                                            2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                         
      Intangible assets                                                     (760)            (1,414)
      Deferred taxation                                                        -                  -
      BP shareholders' interest                                             (760)            (1,414)
                                                                          ======             ======


          Profit for the period,  as  adjusted  to accord with US GAAP,  for the
          three month and six month  periods  ended June 30,  2001,  adjusted to
          exclude amortization of goodwill no longer being amortized pursuant to
          SFAS 142 is shown below.



                                                            Three months ended     Six months ended
                                                               June 30, 2001         June 30, 2001
                                                                (Unaudited)           (Unaudited)
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                     
      Profit for the period as adjusted to
      accord with US GAAP, as reported                             2,743                 5,521
      Add back goodwill amortization                                 315                   621
                                                                 -------                ------
      Profit for the period as adjusted to
      accord with US GAAP, as adjusted                             3,058                 6,142
                                                                 -------                ------

      Per ordinary share - cents
         Basic - as reported                                       12.22                 24.58
         Adjustment                                                 1.40                  2.76
                                                                 -------                ------
         Basic - as adjusted                                       13.62                 27.34
                                                                 -------                ------

         Diluted - as reported                                     12.15                 24.43
         Adjustment                                                 1.39                  2.75
                                                                 -------                ------
         Diluted - as adjusted                                     13.54                 27.18
                                                                 -------                ------

      Per American Depositary Share - cents
         Basic - as reported                                       73.32                147.48
         Adjustment                                                 8.40                 16.56
                                                                 -------                ------
         Basic - as adjusted                                       81.72                164.04
                                                                 -------                ------

         Diluted - as reported                                     72.90                146.58
         Adjustment                                                 8.34                 16.50
                                                                 -------                ------
         Diluted - as adjusted                                     81.24                163.08
                                                                 -------                ------


Page 32

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


15.  US generally accepted accounting principles - continued

     (vii)Goodwill and intangible assets (concluded)

          Changes to  exploration  expenditure,  goodwill  and other  intangible
          assets,  as adjusted to accord with US GAAP,  during the three  months
          ended June 30, 2002 are shown below.



                                               Exploration                      Other
                                               expenditure    Goodwill    intangibles      Total
                                               -------------------------------------------------
                                                               ($ million)
                                                                                
          Net book amount
          At January 1, 2002                         5,334       9,453            288     15,075
          Amortization expense                        (206)          -            (28)      (234)
          Other movements                              278         140            144        562
                                               -------------------------------------------------
          At June 30, 2002                           5,406       9,593            404     15,403
                                               =================================================


          Amortization  expense relating to other  intangibles is expected to be
          in the range $60-$100 million in each of the succeeding five years.

          During  the  second  quarter  of 2002 the Group  completed  a goodwill
          impairment  review using the two-step process  prescribed in SFAS 142.
          The first step  includes a comparison of the fair value of a reporting
          unit to its carrying  value,  including  goodwill.  Where the carrying
          value exceeds the fair value,  the goodwill of the  reporting  unit is
          potentially impaired and the second step is then completed in order to
          measure the  impairment  loss, if any. No impairment  charge  resulted
          from this review.

     (viii)Derivative financial instruments and hedging activities

          On January 1, 2001 the Group adopted Statement of Financial Accounting
          Standards No. 133 'Accounting  for Derivative  Instruments and Hedging
          Activities'  (SFAS 133) as amended by Statement  Nos. 137 and 138, for
          US GAAP reporting.

          SFAS 133, as amended,  requires  that all  derivative  instruments  be
          recorded on the balance sheet at their fair value. Changes in the fair
          value of derivatives  are recorded each period in current  earnings or
          other  comprehensive  income,  depending  on whether a  derivative  is
          designated as part of a hedge  transaction  and, if it is, the type of
          hedge  transaction.  To the extent certain  criteria are met, SFAS 133
          permits, but does not require, hedge accounting.

          In the normal  course of business  the Group is a party to  derivative
          financial instruments with off-balance sheet risk, primarily to manage
          its exposure to  fluctuations in foreign  currency  exchange rates and
          interest rates,  including  management of the balance between floating
          rate and fixed  rate  debt.  The Group  also  manages  certain  of its
          exposures to movements in oil and natural gas prices. In addition, the
          Group trades  derivatives  in conjunction  with these risk  management
          activities.

          All oil price  derivatives  and all  derivatives  held for trading are
          carried on the  Group's  balance  sheet at fair value with  changes in
          that value  recognized  in  earnings  of the period for both UK and US
          GAAP.  Certain  financial  derivatives used to manage foreign currency
          and interest rate risk that qualify for hedge accounting under UK GAAP
          are  marked  to market  under  SFAS 133.  For these  derivatives,  the
          cumulative effect of adopting SFAS 133 resulted in a pre-tax charge to
          income,  as  adjusted  to accord  with US GAAP,  of $27  million  ($18
          million  after  tax).  Under  US GAAP the fair  values  of  derivative
          financial  instruments  are shown as current assets and liabilities as
          appropriate.

          The Group has a number of long-term  natural gas contracts  which have
          been in  place  for  many  years.  The  pricing  structure  for  those
          contracts is not  directly  related to the market price of natural gas
          but to the price of other commodities or indices,  such as fuel oil or
          consumer price indices. On the basis of SFAS 133 Implementation  Issue
          C11, these  contracts have been marked to market with effect from July
          1, 2001.

          The  adjustments  to  profit  for  the  year  and to BP  shareholders'
          interest to accord with US GAAP are summarized below.

Page 33

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


15.  US generally accepted accounting principles - continued

     (viii) Derivative financial instruments and hedging activities (concluded)




                                                            Three months ended     Six months ended
                                                                 June 30                June 30
      Increase (decrease) in caption heading                   (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                    
      Replacement cost of sales                             (163)           46     (967)        198
      Taxation                                                65           (17)     346         (70)
      Profit  for  the  year  before cumulative
      effect of accounting change                             98           (29)     621        (128)
      Cumulative effect of accounting change,
      net of taxation                                          -             -        -         (18)
      Profit for the year                                     98           (29)     621        (146)
                                                           =====        ======    =====       =====




                                                                             At             At
                                                                          June 30,      December 31,
                                                                            2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                         
      Accounts payable and accrued liabilities                                  71            1,038
      Deferred taxation                                                        (17)            (363)
      BP shareholders' interest                                                (54)            (675)
                                                                             =====            =====


     (ix) Gain arising on asset exchange

          For UK GAAP the transaction with Solvay in the fourth quarter of 2001,
          which led to the  exchange  of  businesses  for an interest in a joint
          venture and an  associated  undertaking,  has been treated as an asset
          swap  which  does not give  rise to a gain or loss.  Under US GAAP the
          transaction  has been  treated as a disposal and  acquisition  at fair
          value which gives rise to a pre-tax  gain on disposal of $242  million
          ($157 million after tax).

          The  adjustments  to  profit  for  the  year  and to BP  shareholders'
          interest to accord with US GAAP are summarized below.




                                                            Three months ended     Six months ended
                                                                 June 30                June 30
      Increase (decrease) in caption heading                   (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                    
      Replacement cost of sales                                6             -       15           -
      Taxation                                                (1)            -       (5)          -
      Profit for the year                                     (5)            -      (10)          -
                                                           =====         =====    =====       =====




                                                                             At             At
                                                                          June 30,      December 31,
                                                                            2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                         
      Intangible assets                                                        177              188
      Accounts payable and accrued liabilities                                 (53)             (54)
      Deferred taxation                                                         80               85
      BP shareholders' interest                                                150              157
                                                                             =====            =====



Page 34

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


15.  US generally accepted accounting principles - continued

     (x)  Ordinary shares held for future awards to employees

          Under UK GAAP, Company shares held by an Employee Share Ownership Plan
          to meet future  requirements of employee share schemes are recorded in
          the balance sheet as Fixed assets -- investments.  Under US GAAP, such
          shares  are   recorded  in  the  balance   sheet  as  a  reduction  of
          shareholders' interest.

          The adjustment to BP shareholders'  interest to accord with US GAAP is
          shown below.



                                                                             At             At
                                                                          June 30,      December 31,
      Increase (decrease) in caption heading                                2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                         
      Fixed assets - Investments                                              (218)            (266)
      BP shareholders' interest                                               (218)            (266)
                                                                             =====            =====


     (xi) Dividends

          Under UK GAAP,  dividends  are  recorded  in the  period in respect of
          which they are  announced or declared by the board of directors to the
          shareholders.  Under US GAAP,  dividends are recorded in the period in
          which dividends are declared.

          The adjustment to BP shareholders'  interest to accord with US GAAP is
          shown below.



                                                                             At             At
                                                                          June 30,      December 31,
      Increase (decrease) in caption heading                                2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                         
      Other accounts payable and accrued liabilities                        (1,346)          (1,288)
      BP shareholders' interest                                              1,346            1,288
                                                                            ======           ======


     (xii)Investments

          Under UK GAAP the Group's equity  investments  in Lukoil,  Sinopec and
          PetroChina  are held for the long  term and  reported  as fixed  asset
          investments and carried on the balance sheet at cost subject to review
          for  impairment.  For US GAAP  these  investments  are  classified  as
          available-for-sale securities.  Consequently they are reported at fair
          value, with unrealized  holding gains and losses, net of tax, reported
          in accumulated other comprehensive  income. If a decline in fair value
          below cost is 'other than  temporary' the unrealized loss is accounted
          for as a realized loss and charged against income.

          The adjustment to BP shareholders'  interest to accord with US GAAP is
          shown below.



                                                                             At             At
                                                                          June 30,      December 31,
      Increase (decrease) in caption heading                                2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                         
      Fixed assets - Investments                                               275               (3)
      Deferred taxation                                                         96               (1)
      BP shareholders' interest                                                179               (2)
                                                                             =====            =====



Page 35

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

15.  US generally accepted accounting principles - continued

     (xiii)Additional minimum pension liability

          Where a pension plan has an unfunded  accumulated  benefit obligation,
          US GAAP  requires  such amount to be  recognized as a liability in the
          balance sheet.  The adjustment  resulting from the  recognition of any
          such  minimum   liability,   including  the   elimination  of  amounts
          previously  recognized  as a prepaid  benefit  cost, is reported as an
          intangible asset to the extent of unrecognized prior service cost with
          the remaining amount reported in comprehensive income.

          The  adjustments to BP  shareholders'  interest to accord with US GAAP
          are summarized below.



                                                                             At             At
                                                                          June 30,      December 31,
      Increase (decrease) in caption heading                                2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                         
      Intangible assets                                                        112              112
      Other receivables falling due after more than one year                (1,015)          (1,015)
      Noncurrent liabilities - accounts payable accrued liabilities            548              548
      Deferred taxation                                                       (509)            (509)
      BP shareholders' interest                                               (942)            (942)
                                                                            ======           ======


Page 36

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


15.  US generally accepted accounting principles - continued

     The following is a summary of the adjustments to profit for the year and to
     BP  shareholders'  interest  which would be required if generally  accepted
     accounting  principles  in the USA (US GAAP) had been  applied  instead  of
     those generally accepted in the United Kingdom (UK GAAP).

     These results are stated using the first-in  first-out  method of inventory
     valuation.



     Profit for the period                                       Three months ended        Six months ended
                                                                      June 30                   June 30
                                                                    (Unaudited)               (Unaudited)
                                                                 2002          2001(a)     2002        2001(a)
                                                                 ------------------        ----------------
                                                                                  ($ million)
                                                                                           
     Profit as reported  in the  consolidated
     statement of income                                        2,040         2,741       3,336       5,571

     Adjustments:
     Deferred taxation/business  combinations (iv)                (59)           31        (116)        105
     Provisions (v)                                                18            12          (8)         (6)
     Sale and leaseback (vi)                                       (1)          (30)         (5)        (39)
     Goodwill (vii)                                               322            15         643          30
     Derivative financial instruments (viii)                       98           (29)        621        (128)
     Gain arising on asset exchange (ix)                           (5)            -         (10)          -
     Other                                                          3             3           6           6
                                                               ------        ------      ------      ------
                                                                  376             2       1,131         (32)
                                                               ------        ------      ------      ------
     Profit for the period before cumulative effect of
     accounting change as adjusted to accord with US GAAP       2,416         2,743       4,467       5,539
     Cumulative effect of accounting change:
       Derivative financial instruments (viii)                      -             -           -         (18)
                                                               ------        ------      ------      ------
     Profit for the period as  adjusted  to
     accord with US GAAP                                        2,416         2,743       4,467       5,521
                                                               ======        ======      ======      ======
     Profit for the period as adjusted:
     Per ordinary share - cents
       Basic - before  cumulative  effect of
       accounting change                                        10.77         12.22       19.92       24.66
       Cumulative effect of accounting change                       -             -           -       (0.08)
                                                               ------        ------      ------      ------
                                                                10.77         12.22       19.92       24.58
                                                               ------        ------      ------      ------

      Diluted  - before  cumulative  effect of
      accounting change                                         10.71         12.15       19.82       24.51
      Cumulative effect of accounting change                        -             -           -       (0.08)
                                                               ------        ------      ------      ------
                                                                10.71         12.15       19.82       24.43
                                                               ------        ------      ------      ------
     Per American Depositary Share - cents (b)
       Basic - before cumulative effect of accounting change    64.62         73.32      119.52      147.96
       Cumulative effect of accounting                              -             -           -       (0.48)
                                                               ------        ------      ------      ------
                                                                64.62         73.32      119.52      147.48
                                                               ------        ------      ------      ------

      Diluted  - before  cumulative  effect of
      accounting change                                         64.26         72.90      118.92      147.06
      Cumulative effect of accounting change                        -             -           -       (0.48)
                                                               ------        ------      ------      ------
                                                                64.26         72.90      118.92      146.58
                                                               ------        ------      ------      ------


Page 37

                                 BP p.l.c. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


15.  US generally accepted accounting principles - continued




   BP shareholders' interest                              June 30, 2002      December 31, 2001 (a)
                                                            (Unaudited)
                                                          ----------------------------------------
                                                                      ($ million)
                                                                                 
   BP shareholders' interest as reported
   in the consolidated balance sheet                             67,568                 65,161

   Adjustments:
     Deferred taxation/business combinations (iv)                   122                    243
     Provisions (v)                                              (1,087)                (1,054)
     Sale and leaseback (vi)                                       (138)                  (134)
     Goodwill (vii)                                                (760)                (1,414)
     Derivative financial instruments (viii)                        (54)                  (675)
     Gain arising on asset exchange (ix)                            150                    157
     Ordinary shares held for future awards to employees (x)       (218)                  (266)
     Dividends (xi)                                               1,346                  1,288
     Investments (xii)                                              179                     (2)
     Additional  minimum pension liability (xiii)                  (942)                  (942)
     Other                                                          (50)                   (40)
                                                               --------               --------
                                                                 (1,452)                (2,839)
                                                               --------               --------
   BP shareholders' interest as adjusted
   to accord with US GAAP                                        66,116                 62,322
                                                                =======                =======

   ---------------

     (a)  The profit  reported  under UK GAAP for the three  month and six month
          periods  ended June 30, 2001 and BP  shareholders'  interest  reported
          under UK GAAP at December  31, 2001 have been  restated to reflect the
          adoption of FRS 19.  Consequently  certain of the  adjustments  in the
          UK/US  GAAP  reconciliation  have also been  restated.  Profit  and BP
          shareholders'  interest,  as  adjusted  to  accord  with US GAAP,  are
          unaffected by the adoption of FRS 19.

     (b)  One American Depositary Share is equivalent to six ordinary shares.

   Earnings per share

   Basic earnings per share excludes the dilutive effects of options, warrants
   and convertible securities. Diluted earnings per share reflects the potential
   dilution that could occur if options, warrants or convertible securities were
   exercised or converted into ordinary shares that shared in the earnings of
   the Group. The dilutive effect of outstanding share options is as follows:



                                                                 Three months ended        Six months ended
                                                                      June 30                   June 30
                                                                    (Unaudited)               (Unaudited)
                                                                 2002          2001        2002        2001
                                                                 ------------------        ----------------
                                                                                (shares million)
                                                                                         
   Weighted  average  number of ordinary shares                22,427        22,448      22,415      22,461
   Ordinary shares issuable under
   employee share schemes                                         112           135         119         140

                                                              -------       -------     -------     -------
                                                               22,539        22,583      22,534      22,601
                                                              =======       =======     =======      =======



Page 38

                                 BP p.l.c. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


15.  US generally accepted accounting principles - continued

     Comprehensive income

     The components of comprehensive income, net of related tax are as follows:



                                                                 Three months ended        Six months ended
                                                                      June 30                   June 30
                                                                    (Unaudited)               (Unaudited)
                                                                 2002          2001        2002        2001
                                                                 ------------------        ----------------
                                                                                 ($ million)
                                                                                         
     Profit for the period as adjusted to
       accord with US GAAP                                      2,416         2,743       4,467       5,521
     Currency translation differences                           1,941          (605)      1,585      (1,599)
     Derivative financial instruments                               -            (8)          -          15
     Net unrealized gain on investments                            20           205         181         269
     Additional minimum pension liability                           -             -           -           -
                                                              -------       -------     -------     -------
     Comprehensive income                                       4,377         2,335       6,233       4,206
                                                              =======       =======     =======     =======


     Accumulated  other  comprehensive  income at June 30, 2002 and December 31,
     2001 comprised losses of $3,968 million and $5,734 million, respectively.

     Consolidated statement of cash flows

     The Group's financial  statements include a consolidated  statement of cash
     flows in accordance with the revised UK Financial  Reporting Standard No. 1
     (FRS 1). The statement prepared under FRS 1 presents substantially the same
     information as that required  under FASB Statement of Financial  Accounting
     Standards No. 95 'Statement of Cash Flows' (SFAS 95).

     Under FRS 1 cash flows are  presented for (i)  operating  activities;  (ii)
     dividends   from  joint   ventures;   (iii)   dividends   from   associated
     undertakings;  (iv)  servicing of finance and returns on  investments;  (v)
     taxation;   (vi)  capital  expenditure  and  financial  investment;   (vii)
     acquisitions  and disposals;  (viii)  dividends;  (ix)  financing;  and (x)
     management of liquid resources.  SFAS 95 only requires presentation of cash
     flows from operating, investing and financing activities.

     Cash flows  under FRS 1 in respect of  dividends  from joint  ventures  and
     associated  undertakings,  taxation and servicing of finance and returns on
     investments  are  included  within  operating  activities  under  SFAS  95.
     Interest paid includes payments in respect of capitalized  interest,  which
     under  SFAS  95  are  included  in  capital   expenditure  under  investing
     activities.  Cash flows under FRS 1 in respect of capital  expenditure  and
     acquisitions and disposals are included in investing  activities under SFAS
     95. Dividends paid are included within financing activities. All short-term
     investments  are  regarded  as liquid  resources  for FRS 1.  Under SFAS 95
     short-term investments with original maturities of three months or less are
     classified as cash  equivalents  and aggregated  with cash in the cash flow
     statement.  Cash flows in respect of short-term  investments  with original
     maturities exceeding three months are included in operating activities.

Page 39

                                 BP p.l.c. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

15.  US generally accepted accounting principles - continued

     The consolidated  statement of cash flows presented in accordance with SFAS
     95 is as follows:



                                                                 Three months ended        Six months ended
                                                                      June 30                   June 30
                                                                    (Unaudited)               (Unaudited)
                                                                 2002          2001        2002        2001
                                                                 ------------------        ----------------
                                                                                 ($ million)
                                                                                          
     Operating activities
     Profit after taxation                                      2,086         2,759       3,422       5,597
     Adjustments to reconcile profits after tax to
     net cash provided by operating activities
     Depreciation and amounts provided                          2,227         2,130       4,380       4,297
     Exploration expenditure written off                          147            22         206         130
     Share of profits of joint ventures and associated
     undertakings less dividends received                         (23)           38         (40)        (25)
     (Profit)  loss on sale of  businesses and fixed assets      (374)         (171)       (265)       (389)
     Working capital movement (a)                                (652)       (2,683)     (1,321)     (1,329)
     Deferred Taxation                                            711           316         931         749
     Other                                                         52           222         (56)         98
                                                              -------       -------     -------     -------
     Net  cash   provided   by   operating activities           4,174         2,633       7,257       9,128
                                                              -------       -------     -------     -------

     Investing activities
     Capital expenditures                                      (2,818)       (3,037)     (5,632)     (5,648)
     Acquisitions, net of cash acquired                          (139)         (560)     (1,689)       (560)
     Investment in associated undertakings                       (488)         (148)       (631)       (268)
     Net investment in joint ventures                             (68)          (72)       (114)       (133)
     Proceeds from disposal of assets                           2,523           232       2,871         926
                                                              -------       -------     -------     -------
     Net cash used in investing activities                       (990)       (3,585)     (5,195)     (5,683)
                                                              -------       -------     -------     -------

     Financing activities
     Proceeds from shares issued (repurchased)                     32          (219)        123        (662)
     Proceeds from long-term financing                            752           505       2,498       1,022
     Repayments of long-term financing                           (663)       (1,034)       (897)     (1,180)
     Net decrease (increase) in short term debt                (2,138)        2,417      (1,458)       (377)
     Dividends paid - BP Shareholders                          (1,290)       (1,179)     (2,578)     (2,360)
                    -  Minority shareholders                       (3)           (5)        (16)         (5)
                                                              -------       -------     -------     -------
     Net cash used in financing activities                     (3,310)          485      (2,328)     (3,562)
                                                              -------       -------     -------     -------
     Currency translation differences relating to
     cash and cash equivalents                                     30           (14)         27         (48)
                                                              -------       -------     -------     -------
     Increase  (decrease) in cash and cash equivalents            (96)         (481)       (239)       (165)
                                                              -------       -------     -------     -------
     Cash and cash equivalents at begining of period            1,665         2,147       1,808       1,831
                                                              -------       -------     -------     -------
     Cash and cash  equivalents  at end of period               1,569         1,666       1,569       1,666
                                                              =======       =======     =======     =======

     (a)  Working capital:
     Inventories (increase) decrease                             (807)         (371)     (1,303)        (13)
     Receivables (increase) decrease                           (1,691)         (502)     (2,134)     (1,546)
     Current liabilities - excluding finance debt
     increase (decrease)                                        1,846        (1,810)      2,116         230
                                                              -------       -------     -------     -------
                                                                 (652)       (2,683)     (1,321)     (1,329)
                                                              =======       =======     =======     =======


Page 40

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

15.  US generally accepted accounting principles - concluded

     Impact of new US accounting standards

     New US accounting  standards  adopted:  The Group has adopted  Statement of
     Financial Accounting  Standards No. 141 `Business  Combinations' (SFAS 141)
     for US GAAP reporting with effect from January 1, 2002. Under SFAS 141, the
     pooling of interest  method of accounting is no longer  permitted.  Also on
     January  1,  2002 the  Group  adopted  Statement  of  Financial  Accounting
     Standards No. 144  `Accounting for the Impairment or Disposal of Long-Lived
     Assets'  (SFAS 144).  SFAS 144  retains the  requirement  to  recognize  an
     impairment loss only where the carrying value of a long-lived  asset is not
     recoverable  from its  undiscounted  cash flows and to measure such loss as
     the  difference  between the  carrying  amount and fair value of the asset.
     SFAS 144,  among other things,  changes the criteria that have to be met in
     order to classify an asset as  held-for-sale  and requires  that  operating
     losses from  discontinued  operations  be recognized in the period that the
     losses are incurred rather than as of the measurement date.

     The adoption of SFAS 141 and SFAS 144 had no impact on profit,  as adjusted
     to accord  with US GAAP,  for the three month and six month  periods  ended
     June 30, 2002 or on BP shareholders'  interest,  as adjusted to accord with
     US GAAP, at June 30, 2002.

     Asset  retirement  obligations:  In June 2001, the FASB issued Statement of
     Financial  Accounting  Standards No. 143 'Accounting  for Asset  Retirement
     Obligations'  (SFAS 143). SFAS 143 requires companies to record liabilities
     equal to the fair value of their asset retirement obligations when they are
     incurred   (typically  when  the  asset  is  installed  at  the  production
     location).  When the liability is initially recorded,  companies capitalize
     an  equivalent  amount  as part of the  cost of the  asset.  Over  time the
     liability is accreted for the change in its present value each period,  and
     the initial  capitalized  cost is  depreciated  over the useful life of the
     related asset. SFAS 143 is effective for accounting periods beginning after
     June 15, 2002.

     The provisions of SFAS 143 are similar to the accounting policy used by the
     Group in preparing its financial  statements under UK GAAP. The Company has
     not yet  determined  the  effect of  adopting  SFAS 143 on its  results  of
     operations or shareholders' interest as adjusted to accord with US GAAP.

     Costs associated with exit or disposal  activities:  In June 2002, the FASB
     issued Statement of Financial  Accounting Standards No. 146 "Accounting for
     Costs  Associated  with Exit or Disposal  Activities"  (SFAS 146). SFAS 146
     requires  that a liability  for costs  associated  with an exit or disposal
     activity be recognized only when the liability is incurred,  rather than at
     the date of an entity's  commitment to an exit plan. SFAS 146 requires that
     the  liability be initially  measured at fair value.  SFAS 146 is effective
     for exit or disposal activities that are initiated after December 31, 2002.
     The Company has not yet  determined  the effect of adopting SFAS 146 on its
     results of operations or shareholders'  interest as adjusted to accord with
     US GAAP.

     Impact of new UK accounting standards

     Retirement  benefits:  In December 2000, the UK Accounting  Standards Board
     issued Financial Reporting Standard No. 17 `Retirement  Benefits' (FRS 17).
     This standard was to be fully effective for accounting periods ending on or
     after June 22, 2003 with certain of the disclosure  requirements  effective
     for  periods  prior to 2003.  FRS 17  requires  that  financial  statements
     reflect at fair value the assets and liabilities arising from an employer's
     retirement benefit obligations and any related funding. The operating costs
     of providing retirement benefits are recognized in the period in which they
     are earned together with any related finance costs and changes in the value
     of related  assets and  liabilities.  The Company has not yet completed its
     evaluation  of the  impact of  adopting  FRS 17 on the  Group's  results of
     operations,  and  there  will  be no  significant  effect  on  the  Group's
     financial position.

     In July 2002, the UK Accounting Standards Board issued a proposed amendment
     to FRS17, which would defer full adoption until January 1, 2005.

     Impact of international accounting standards

     In June 2002, the European Union Council of Ministers  adopted a Regulation
     which would require the Group to prepare its primary consolidated financial
     statements in accordance  with  International  Accounting  Standards  (IAS)
     beginning January 1, 2005, with restatement of prior periods presented. IAS
     differ in several  respects from UK and US GAAP.  In addition,  significant
     revisions  are  currently  being  contemplated  and other  revisions may be
     adopted prior to January 1, 2005.  The Group has not determined the effects
     of adopting IAS.

16.  Condensed consolidating information

     The following  information  is presented in  accordance  with the financial
     reporting rules of the Securities and Exchange Commission regarding issuers
     and guarantors of guaranteed securities.

Page 41

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


16.   Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement                             Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)

                                                                                                      
Three months ended June 30, 2002

Turnover                                             588              -           43,995                  (524)   44,059

Less: Joint ventures                                   -              -              404                     -       404
                                            ----------------------------------------------------------------------------

Group turnover                                       588              -           43,591                  (524)   43,655

Replacement cost of sales                            301              -           37,411                  (535)   37,177

Production taxes                                      53              -              262                     -       315
                                            ----------------------------------------------------------------------------

Gross profit                                         234              -            5,918                    11     6,163

Distribution and administration expenses               -            272            2,851                     -     3,123

Exploration expense                                    7              -              215                     -       222
                                            ----------------------------------------------------------------------------

                                                     227           (272)           2,852                    11     2,818

Other income                                           6            155              106                  (120)      147
                                            ----------------------------------------------------------------------------

Group replacement cost operating profit              233           (117)           2,958                  (109)    2,965

Share of profits of joint ventures                     -              -               89                     -        89

Share of profits of associated undertakings            -              -              196                     -       196

Equity accounted income of subsidiaries               77          3,430                -                (3,507)        -
                                            ----------------------------------------------------------------------------

Total replacement cost operating profit              310          3,313            3,243                (3,616)    3,250

Profit (loss) on sale of fixed assets
  and businesses or termination of operations          -          1,213            1,213                (2,050)      376
                                            ----------------------------------------------------------------------------

Replacement cost profit before
  interest and tax                                   310          4,526            4,456                (5,666)    3,626

Inventory holding gains (losses)                     (21)           525              525                  (504)      525
                                            ----------------------------------------------------------------------------

Historical cost profit before
  interest and tax                                   289          5,051            4,981                (6,170)    4,151

Interest expense                                      27            423              367                  (503)      314
                                            ----------------------------------------------------------------------------

Profit before taxation                               262          4,628            4,614                (5,667)    3,837

Taxation                                              95          1,751            1,666                (1,761)    1,751
                                            ----------------------------------------------------------------------------

Profit after taxation                                167          2,877            2,948                (3,906)    2,086

Minority shareholders' interest                        -              -               46                     -        46
                                            ----------------------------------------------------------------------------

Profit for the period                                167          2,877            2,902                (3,906)    2,040
                                            ============================================================================



Page 42

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


16.  Condensed consolidating information - continued

     Income Statement (continued)

     The following is a summary of the  adjustments to the profit for the period
     which would be required if generally accepted accounting  principles in the
     United  States  (US  GAAP)  had been  applied  instead  of those  generally
     accepted in the United Kingdom.



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                            ($ million)

                                                                                                      

Three months ended June 30, 2002

Profit as reported                                   167          2,877            2,902                (3,906)    2,040

Adjustments:

  Deferred taxation/business combinations            (32)           (59)             (38)                   70       (59)

  Provisions                                          (1)            18               18                   (17)       18

  Sale and leaseback                                   -             (1)              (1)                    1        (1)

  Goodwill                                             -            322              322                  (322)      322

  Derivative financial instruments                     -             98               98                   (98)       98

  Gain arising on asset exchange                       -             (5)              (5)                    5        (5)

  Other                                                -              3                3                    (3)        3
                                            ----------------------------------------------------------------------------
Profit for the period as adjusted
  to accord with US GAAP                             134          3,253            3,299                (4,270)    2,416
                                            ============================================================================


Page 43

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


16.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement (continued)                 Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)

                                                                                                      

Three months ended June 30, 2001

Turnover                                             524              -           48,689                  (524)   48,689

Less: Joint ventures                                   -              -              280                     -       280
                                            ----------------------------------------------------------------------------

Group turnover                                       524              -           48,409                  (524)   48,409

Replacement cost of sales                            249              -           40,990                  (533)   40,706

Production taxes                                      50              -              383                     -       433
                                            ----------------------------------------------------------------------------

Gross profit                                         225              -            7,036                     9     7,270

Distribution and administration expenses               -             48            2,590                     -     2,638

Exploration expense                                    8              -               73                     -        81
                                            ----------------------------------------------------------------------------

                                                     217            (48)           4,373                     9     4,551

Other income                                           -            339              110                  (337)      112
                                            ----------------------------------------------------------------------------

Group replacement cost operating profit              217            291            4,483                  (328)    4,663

Share of profits of joint ventures                     -              -              125                     -       125

Share of profits of associated undertakings            -              -              157                     -       157

Equity accounted income of subsidiaries              112          4,964                -                (5,076)        -
                                            ----------------------------------------------------------------------------

Total replacement cost operating profit              329          5,255            4,765                (5,404)    4,945

Profit (loss) on sale of fixed assets
  and businesses or termination of operations          -            171              171                  (171)      171
                                            ----------------------------------------------------------------------------

Replacement cost profit before
  interest and tax                                   329          5,426            4,936                (5,575)    5,116

Inventory holding gains (losses)                       1             40               40                   (41)       40
                                            ----------------------------------------------------------------------------

Historical cost profit before
  interest and tax                                   330          5,466            4,976                (5,616)    5,156

Interest expense                                      17            769              775                (1,120)      441
                                            ----------------------------------------------------------------------------

Profit before taxation                               313          4,697            4,201                (4,496)    4,715

Taxation                                             144          1,956            1,905                (2,049)    1,956
                                            ----------------------------------------------------------------------------

Profit after taxation                                169          2,741            2,296                (2,447)    2,759

Minority shareholders' interest                        -              -               18                     -        18
                                            ----------------------------------------------------------------------------

Profit for the period                                169          2,741            2,278                (2,447)    2,741
                                            ============================================================================


Page 44

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


16.  Condensed consolidating information - continued

     Income Statement (continued)

     The following is a summary of the  adjustments to the profit for the period
     which would be required if generally accepted accounting  principles in the
     United  States  (US  GAAP)  had been  applied  instead  of those  generally
     accepted in the United Kingdom.



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)

                                                                                                      

Three months ended June 30, 2001

Profit as reported                                   169          2,741            2,278                (2,447)    2,741

Adjustments:

  Deferred taxation/business combinations             14             31               25                   (39)       31

  Provisions                                          (1)            12               14                   (13)       12

  Sale and leaseback                                   -            (30)            (30)                    30       (30)

  Goodwill                                             -             15              15                    (15)       15

  Derivative financial instruments                     -            (29)            (29)                    29       (29)

  Gain arising on asset exchange                       -              -               -                      -         -

  Other                                                -              3               3                     (3)        3
                                            ----------------------------------------------------------------------------

Profit for the period as adjusted
  to accord with US GAAP                             182          2,743           2,276                 (2,458)    2,743
                                            ============================================================================


Page45

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


16.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement (continued)                 Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                            ($ million)

                                                                                                      


Six months ended June 30, 2002

Turnover                                           1,094             -            80,564                (1,030)   80,628

Less: Joint ventures                                   -             -               683                     -       683
                                            ----------------------------------------------------------------------------

Group turnover                                     1,094             -            79,881                (1,030)   79,945

Replacement cost of sales                            620             -            69,159                (1,049)   68,730

Production taxes                                      97             -               465                     -       562
                                            ----------------------------------------------------------------------------

Gross profit                                         377             -            10,257                    19    10,653

Distribution and administration expenses               -           326             5,488                     -     5,814

Exploration expense                                   13             -               333                     -       346
                                            ----------------------------------------------------------------------------

                                                     364          (326)            4,436                    19     4,493

Other income                                          21           308               162                  (219)      272
                                            ----------------------------------------------------------------------------

Group replacement cost operating profit              385           (18)            4,598                  (200)    4,765

Share of profits of joint ventures                     -             -               159                     -       159

Share of profits of associated undertakings            -             -               384                     -       384

Equity accounted income of subsidiaries              100         5,440                 -                (5,540)        -
                                            ----------------------------------------------------------------------------

Total replacement cost operating profit              485         5,422             5,141                (5,740)    5,308

Profit (loss) on sale of fixed assets
  and businesses or termination of operations          -         1,104             1,104                (1,941)      267
                                            ----------------------------------------------------------------------------

Replacement cost profit before
  interest and tax                                   485         6,526             6,245                (7,681)    5,575

Inventory holding gains (losses)                       5           998               998                (1,003)      998
                                            ----------------------------------------------------------------------------

Historical cost profit before
  interest and tax                                   490         7,524             7,243                (8,684)    6,573

Interest expense                                      40           847               760                (1,000)      647
                                            ----------------------------------------------------------------------------

Profit before taxation                               450         6,677             6,483                (7,684)    5,926

Taxation                                             177         2,504             2,352                (2,529)    2,504
                                            ----------------------------------------------------------------------------

Profit after taxation                                273         4,173             4,131                (5,155)    3,422

Minority shareholders' interest                        -             -                86                     -        86
                                            ----------------------------------------------------------------------------

Profit for the period                                273         4,173             4,045                (5,155)    3,336
                                            ============================================================================


Page 46

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


16.  Condensed consolidating information - continued

     Income Statement (continued)

     The following is a summary of the  adjustments to the profit for the period
     which would be required if generally accepted accounting  principles in the
     United  States  (US  GAAP)  had been  applied  instead  of those  generally
     accepted in the United Kingdom.



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)

                                                                                                      

Six months ended June 30, 2002

Profit as reported                                   273          4,173            4,045                (5,155)    3,336

Adjustments:

  Deferred taxation/business combinations            (65)          (116)             (74)                  139      (116)

  Provisions                                          (1)            (8)              (7)                    8        (8)

  Sale and leaseback                                   -             (5)              (5)                    5        (5)

  Goodwill                                             -            643              643                  (643)      643

  Derivative financial instruments                     -            621              621                  (621)      621

  Gain arising on asset exchange                       -            (10)             (10)                   10       (10)

  Other                                                -              6                6                    (6)        6
                                            ----------------------------------------------------------------------------

Profit for the period as adjusted
  to accord with US GAAP                             207          5,304            5,219                (6,263)    4,467
                                            ============================================================================



Page 47



                                 BP p.l.c. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


16.   Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement (continued)                 Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                            ($ million)

                                                                                                      

Six months ended June 30, 2001

Turnover                                           1,128             -            94,389                (1,128)   94,389

Less: Joint ventures                                   -             -               568                     -       568
                                            ----------------------------------------------------------------------------

Group turnover                                     1,128             -            93,821                (1,128)   93,821

Replacement cost of sales                            522             -            78,515                (1,143)   77,894

Production taxes                                     109             -               907                     -     1,016
                                            ----------------------------------------------------------------------------

Gross profit                                         497             -            14,399                    15    14,911

Distribution and administration expenses              -            117             5,047                     -     5,164


Exploration expense                                  12              -               238                     -       250
                                            ----------------------------------------------------------------------------

                                                    485           (117)            9,114                    15     9,497

Other income                                          -            701               307                  (701)      307
                                            ----------------------------------------------------------------------------

Group replacement cost operating profit             485            584             9,421                  (686)    9,804

Share of profits of joint venture                     -              -               227                     -       227

Share of profits of associated undertakings           -              -               386                     -       386

Equity accounted income of subsidaries              273         10,493                 -               (10,766)        -
                                            ----------------------------------------------------------------------------

Total replacement cost operating profit             758         11,077           10,034                (11,452)   10,417

Profit (loss) on sale of fixed assets
  and businesses or termination of operations         1            389              388                   (389)      389
                                            ----------------------------------------------------------------------------

Replacement cost profit before
  interest and tax                                  759         11,466           10,422                (11,841)   10,806

Inventory holding gains (losses)                     (6)          (198)            (198)                   204      (198)
                                            ----------------------------------------------------------------------------

Historical cost profit before
  interest and tax                                  753         11,268           10,224                (11,637)   10,608

Interest expense                                     19          1,573            1,583                 (2,288)      887
                                            ----------------------------------------------------------------------------

Profit before taxation                              734          9,695            8,641                 (9,349)    9,721

Taxation                                            318          4,124            4,000                 (4,318)    4,124
                                            ----------------------------------------------------------------------------

Profit after taxation                               416          5,571            4,641                 (5,031)    5,597

Minority shareholders' interest                       -              -               26                      -        26
                                            ----------------------------------------------------------------------------

Profit for the period                               416          5,571            4,615                 (5,031)    5,571
                                            ============================================================================


Page 48

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


16.  Condensed consolidating information - continued

     Income Statement (concluded)

     The following is a summary of the  adjustments to the profit for the period
     which would be required if generally accepted accounting  principles in the
     United  States  (US  GAAP)  had been  applied  instead  of those  generally
     accepted in the United Kingdom.



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement (concluded)                 Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)

                                                                                                      

Six months ended June 30, 2001

Profit as reported                                   416          5,571            4,615                (5,031)    5,571

Adjustments:

  Deferred taxation/business combinations             24            105               98                  (122)      105

  Provisions                                          (2)            (6)              (3)                    5        (6)

  Sale and leaseback                                   -            (39)             (39)                   39       (39)

  Goodwill                                             -             30               30                   (30)       30

  Derivative financial instruments                     -           (128)            (128)                  128      (128)

  Gain arising on asset exchange                       -              -                -                     -         -

  Other                                                -              6                6                    (6)        6
                                            ----------------------------------------------------------------------------

Profit for the period before cumulative
  effect of accounting change as adjusted
  to accord with US GAAP                             438          5,539            4,579                (5,017)    5,539

    Cumulative effect of accounting change:
      Derivative financial instruments                 -            (18)             (18)                   18       (18)
                                            ----------------------------------------------------------------------------

Profit for the period as adjusted to
  accord with US GAAP                                438          5,521            4,561                (4,999)    5,521
                                            ============================================================================


Page 49

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


16.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Balance sheet                                Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                            ($ million)

                                                                                                      

At June 30, 2002

Fixed assets

Intangible assets                                    517             -            15,646                     -    16,163

Tangible assets                                    6,479             -            79,108                     -    85,587

Investments

  Subsidiaries - equity accounted basis            1,898        81,774                 -               (83,672)        -

  Other                                                -           221            12,035                     -    12,257
                                            ----------------------------------------------------------------------------

                                                   1,898        81,996            12,035               (83,672)   12,257
                                            ----------------------------------------------------------------------------

Total fixed assets                                 8,894        81,996           106,789               (83,672)  114,007
                                            ----------------------------------------------------------------------------

Current assets

Inventories                                           82             -             9,736                     -     9,818

Receivables                                       16,336        21,204            49,224               (54,420)   32,344

Investments                                            -             -               285                     -       285

Cash at bank and in hand                              (6)            2             1,288                     -     1,284
                                            ----------------------------------------------------------------------------

                                                  16,412        21,206            60,533               (54,420)   43,731
                                            ----------------------------------------------------------------------------

Current liabilities - falling due
  within one year

Finance debt                                       1,440             -             8,799                (1,385)    8,854

Accounts payable and accrued liabilities             423         9,210            36,919                (8,152)   38,400
                                            ----------------------------------------------------------------------------

Net current assets (liabilities)                  14,549        11,996            14,815               (44,883)   (3,523)
                                            ----------------------------------------------------------------------------

Total assets less current liabilities             23,443        93,992           121,604              (128,555)  110,484

Noncurrent liabilities

Finance debt                                           -             -            12,555                     -    12,555

Accounts payable and accrued liabilities          10,448           152            38,052               (45,272)    3,380

Provisions for liabilities and charges

Deferred taxation                                  1,707             -            13,318                (1,707)   13,318

Other provisions                                     409            222           10,768                 1,706    13,105
                                            ----------------------------------------------------------------------------

Net assets                                        10,879         93,618           46,911               (83,282)   68,126

Minority shareholders' interest                        -              -              558                     -       558
                                            ----------------------------------------------------------------------------

BP shareholders' interest                         10,879         93,618           46,353               (83,282)   67,568
                                            ============================================================================


Page 50

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


16.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Balance sheet (continued)                    Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)

                                                                                                      

At June 30, 2002

Capital and reserves

Capital shares                                     1,050         5,637                 -                (1,050)    5,637

Paid in surplus                                    3,145         4,131                 -                (3,145)    4,131

Merger reserve                                         -        26,329               697                     -    27,026

Other reserves                                         -           180                 -                     -       180

Retained earnings                                  6,684        57,341            45,656               (79,087)   30,594
                                            ----------------------------------------------------------------------------

                                                  10,879        93,618            46,353               (83,282)   67,568
                                            ============================================================================



The following is a summary of the adjustments to BP shareholders' interest which
would be required if  generally  accepted  accounting  principles  in the United
States (US GAAP) had been  applied  instead of those  generally  accepted in the
United Kingdom.




                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                              ($ million)

                                                                                                      

Shareholders' interest as reported                10,879         93,618           46,353               (83,282)   67,568

Adjustments:

  Deferred taxation/business combinations            138            122                7                  (145)      122

  Provisions                                        (187)        (1,087)            (901)                1,088    (1,087)

  Sale and leaseback                                   -           (138)            (138)                  138      (138)

  Goodwill                                             -           (760)            (760)                  760      (760)

  Derivative financial instruments                     -            (54)             (54)                   54       (54)

  Gain arising on asset exchange                       -            150              150                  (150)      150

  Ordinary shares held for future
  awards to employees                                  -           (218)               -                     -      (218)

  Quarterly dividend                                   -          1,346                -                     -     1,346

  Investments                                          -            179              179                  (179)      179

  Additional minimum pension liability                 -           (942)            (942)                  942      (942)

  Other                                                -            (50)             (50)                   50       (50)
                                            ----------------------------------------------------------------------------
Shareholders' interest as adjusted
  to accord with US GAAP                          10,830         92,166           43,844               (80,724)   66,116
                                            ============================================================================


Page 51

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


16.  Condensed consolidating information - continued




                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Balance sheet (continued)                    Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)

                                                                                                      

At December 31, 2001

Fixed assets

Intangible assets                                    489              -          16,000                      -    16,489

Tangible assets                                    6,418              -          70,992                      -    77,410

Investments

  Subsidiaries - equity accounted basis            1,846         76,877               -                (78,723)        -

  Other                                                -            269          11,694                      -    11,963
                                            ----------------------------------------------------------------------------

                                                   1,846         77,146          11,694                (78,723)   11,963
                                            ----------------------------------------------------------------------------

Total fixed assets                                 8,753         77,146          98,686                (78,723)  105,862
                                            ----------------------------------------------------------------------------

Current assets

Inventories                                           92              -           7,539                      -     7,631

Receivables                                       15,333         21,272          41,858                (51,794)   26,669

Investments                                            -              -             450                      -       450

Cash at bank and in hand                             (29)             3           1,384                      -     1,358
                                            ----------------------------------------------------------------------------

                                                  15,396         21,275          51,231                (51,794)   36,108
                                            ----------------------------------------------------------------------------

Current liabilities - falling due
  within one year

Finance debt                                         406              -          9,035                    (351)    9,090

Accounts payable and accrued liabilities             260          7,642         27,797                  (7,175)   28,524
                                            ----------------------------------------------------------------------------

Net current assets (liabilities)                  14,730         13,633         14,399                 (44,268)   (1,506)
                                            ----------------------------------------------------------------------------

Total assets less current liabilities             23,483         90,779        113,085                (122,991)  104,356

Noncurrent liabilities

Finance debt                                           -              -         12,327                       -    12,327

Accounts payable and accrued liabilities          10,795            191         36,433                 (44,333)    3,086

Provisions for liabilities and charges

Deferred taxation                                  1,668              -         11,702                  (1,668)   11,702

Other provisions                                     392            216         10,879                      (5)   11,482
                                            ----------------------------------------------------------------------------

Net assets                                        10,628         90,372         41,744                 (76,985)   65,759

Minority shareholders' interest                        -              -            598                       -       598
                                            ----------------------------------------------------------------------------

BP shareholders' interest                         10,628         90,372         41,146                 (76,985)   65,161
                                            ============================================================================


Page 52

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


16.  Condensed consolidating information - continued




                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Balance sheet (concluded)                    Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)

                                                                                                      

At December 31, 2001

Capital and reserves

Capital shares                                     1,050         5,629                 -                (1,050)    5,629

Paid in surplus                                    3,145         4,014                 -                (3,145)    4,014

Merger reserve                                         -        26,286               697                     -    26,983

Other reserves                                         -           223                 -                     -       223

Retained earnings                                  6,433        54,220            40,449               (72,790)   28,312
                                            ----------------------------------------------------------------------------

                                                  10,628        90,372            41,146               (76,985)   65,161
                                            ============================================================================



The following is a summary of the adjustments to BP shareholders' interest which
would be required if  generally  accepted  accounting  principles  in the United
States (US GAAP) had been  applied  instead of those  generally  accepted in the
United Kingdom.





                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)

                                                                                                      

Shareholders' interest as reported                10,628         90,372           41,146               (76,985)   65,161

Adjustments:

  Deferred taxation/business combinations            203            243               86                  (289)      243

  Provisions                                        (186)        (1,054)            (869)                1,055    (1,054)

  Sale and leaseback                                   -           (134)            (134)                  134      (134)

  Goodwill                                             -         (1,414)          (1,414)                1,414    (1,414)

  Derivative financial instruments                     -           (675)            (675)                  675      (675)

  Gain arising on asset exchange                       -            157              157                  (157)      157

  Ordinary shares held for future
  awards to employees                                  -           (266)               -                     -      (266)

  Quarterly dividend                                   -          1,288                -                     -     1,288

  Investments                                          -             (2)              (2)                    2        (2)

  Additional minimum pension liability                 -           (942)            (942)                  942      (942)

  Other                                                -            (40)             (40)                   40       (40)
                                            ----------------------------------------------------------------------------
Shareholders' interest as adjusted
  to accord with US GAAP                          10,645         87,533           37,313               (73,169)   62,322
                                            ============================================================================


Page 53

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


16.  Condensed consolidating information - continued




                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and        BP
Cash flow statement                         (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)

                                                                                                      

Three months ended June 30, 2002

Net cash inflow (outflow) from
  operating activities                                22            434            3,913                   764     5,133

Dividends from joint ventures                          -              -               16                     -        16

Dividends from associated undertakings                 -              -              154                     -       154

Dividends from subsidiaries                            -              -                -                     -         -

Net cash inflow (outflow) from servicing of
  finance and returns on investments                   -             61             (291)                    -      (230)

Tax (paid) refund                                    (46)            (1)            (880)                    -      (927)

Net cash inflow (outflow) for capital
  expenditure and financial investment              (138)            (1)          (1,715)                    -    (1,854)

Net cash inflow (outflow) for acquisitions
  and disposals                                        -            764              889                  (764)      889

Equity dividends paid                                  -         (1,290)               -                     -    (1,290)
                                            ----------------------------------------------------------------------------

Net cash inflow (outflow)                           (162)           (33)           2,086                     -     1,891
                                            ============================================================================

Financing                                           (167)           (32)           2,216                     -     2,017

Management of liquid resources                         -              -               33                     -        33

Increase (decrease) in cash                            5             (1)            (163)                    -      (159)
                                            ----------------------------------------------------------------------------

                                                    (162)           (33)           2,086                     -     1,891
                                            ============================================================================

The consolidated statement of cash flows presented in accordance with SFAS 95 is
as follows:



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)

                                                                                                      

Net cash provided by (used in)
  operating activities                               (24)           494            2,912                   792     4,174

Net cash provided by (used in)
  investing activities                              (138)           763             (826)                 (789)     (990)

Net cash provided by (used in)
  financing activities                               167         (1,258)          (2,216)                   (3)   (3,310)

Currency translation differences relating
  to cash and cash equivalents                         -              -               30                     -        30
                                            ----------------------------------------------------------------------------

Increase (decrease) in cash
and cash equivalents                                   5             (1)            (100)                    -       (96)

Cash and cash equivalents at
beginning of period                                  (11)             3            1,673                     -     1,665
                                            ----------------------------------------------------------------------------

Cash and cash equivalents at
end of period                                         (6)             2            1,573                     -     1,569
                                            ============================================================================


Page 54

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


16.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and        BP
Cash flow statement(continued)              (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                      

Three months ended June 30, 2001

Net cash inflow (outflow) from
  operating activities                               220          1,159            3,697                     -     5,076

Dividends from joint ventures                          -              -               54                     -        54

Dividends from associated undertakings                 -              -              159                     -       159

Dividends from subsidiaries                            -             16                -                   (16)        -

Net cash inflow (outflow) from servicing
  of finance and returns on investments                -            328             (628)                    -      (300)

Tax (paid) refund                                    (56)             -           (2,326)                    -    (2,382)

Net cash inflow (outflow) for capital
  expenditure and financial investment              (208)          (104)          (2,472)                    -    (2,784)

Net cash inflow (outflow) for
acquisitions and disposals                            (1)             -             (779)                    -      (780)

Equity dividends paid                                  -         (1,179)             (16)                   16    (1,179)
                                            ----------------------------------------------------------------------------

Net cash inflow (outflow)                            (45)           220           (2,311)                    -    (2,136)
                                            ============================================================================

Financing                                            (30)           220           (1,859)                    -    (1,669)

Management of liquid resources                         -              -             (404)                    -      (404)

Increase (decrease) in cash                          (15)             -              (48)                    -       (63)
                                            ----------------------------------------------------------------------------

                                                     (45)           220           (2,311)                    -    (2,136)
                                            ============================================================================


The consolidated statement of cash flows presented in accordance with SFAS 95 is
as follows:




                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)

                                                                                                      
Net cash provided by (used in)
  operating activities                               163          1,502              956                    12     2,633

Net cash provided by (used in)
  investing activities                              (208)          (104)          (3,251)                  (22)   (3,585)

Net cash provided by (used in)
  financing activities                                30         (1,398)           1,843                    10       485

Currency translation differences relating
  to cash and cash equivalents                         -              -              (14)                    -       (14)
                                            ----------------------------------------------------------------------------

Increase (decrease) in cash
  and cash equivalents                               (15)             -             (466)                    -      (481)

Cash and cash equivalents at
  beginning of period                                (19)             -            2,166                     -     2,147
                                            ----------------------------------------------------------------------------

Cash and cash equivalents at
  end of period                                      (34)             -            1,700                     -     1,666
                                            ============================================================================

Page 55

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


16.  Condensed consolidating information - continued




                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and        BP
Cash flow statement (continued)             (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                      
Six months ended June 30, 2002

Net cash inflow (outflow) from
  operating activities                               215          1,485            6,206                   863     8,769

Dividends from joint ventures                          -              -               99                     -        99

Dividends from associated undertakings                 -              -              207                     -       207

Dividends from subsidiaries                           15              -                -                   (15)        -

Net cash inflow (outflow) from servicing
  of finance and returns on investments                -            126             (628)                    -      (502)

Tax (paid) refund                                    (46)            (1)          (1,325)                    -    (1,372)

Net cash inflow (outflow) for  capital
  expenditure and financial investment              (288)           (18)          (4,030)                    -    (4,336)

Net cash inflow (outflow) for
  acquisitions and disposals                           -            863             (819)                 (863)     (819)

Equity dividends paid                                  -         (2,578)             (15)                   15    (2,578)
                                            ----------------------------------------------------------------------------

Net cash inflow (outflow)                           (104)          (123)            (305)                    -      (532)
                                            ============================================================================

Financing                                           (127)          (122)             (17)                    -      (266)

Management of liquid resources                         -              -             (132)                    -      (132)

Increase (decrease) in cash                           23             (1)            (156)                    -      (134)
                                            ----------------------------------------------------------------------------

                                                    (104)          (123)            (305)                    -      (532)
                                            ============================================================================


The consolidated statement of cash flows presented in accordance with SFAS 95 is
as follows:




                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                     
Net cash provided by (used in)
  operating activities                               184         1,610             4,574                   889     7,257

Net cash provided by (used in)
  investing activities                              (288)          846            (4,864)                 (889)   (5,195)

Net cash provided by (used in)
  financing activities                               127        (2,457)                2                     -    (2,328)

Currency translation differences
  relating to cash and cash equivalents                -             -                27                     -        27
                                            ----------------------------------------------------------------------------

Increase (decrease) in cash
  and cash equivalents                                23            (1)             (261)                    -      (239)

Cash and cash equivalents at
  beginning of period                                (29)            3             1,834                     -     1,808
                                            ----------------------------------------------------------------------------

Cash and cash equivalents at
  end of period                                       (6)            2             1,573                     -     1,569
                                            ============================================================================


Page 56

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - concluded


16.   Condensed consolidating information - concluded




                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and        BP
Cash flow statement (concluded)             (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                      
Six months ended June 30, 2001

Net cash inflow (outflow) from
  operating activities                               551          2,460            8,821                   (16)   11,816

Dividends from joint ventures                          -              -               66                     -        66

Dividends from associated undertakings                 -              -              269                     -       269

Dividends from subsidiaries                            -             16                -                   (16)        -

Net cash inflow (outflow) from servicing
  of finance and returns on investments                -            682           (1,244)                    -      (562)

Tax (paid) refund                                   (313)            (1)          (2,207)                    -    (2,521)

Net cash inflow (outflow) for capital
  expenditure and financial investment              (401)          (120)          (4,146)                    -    (4,667)

Net cash inflow (outflow) for
  acquisitions and disposals                           -            (16)            (961)                   16      (961)

Equity dividends paid                                  -         (2,360)             (16)                   16    (2,360)
                                            ----------------------------------------------------------------------------

Net cash inflow (outflow)                           (163)           661              582                     -     1,080
                                            ============================================================================

Financing                                           (161)           663              695                     -     1,197

Management of liquid resources                         -              -             (102)                    -      (102)

Increase (decrease) in cash                           (2)            (2)             (11)                    -       (15)
                                            ----------------------------------------------------------------------------

                                                    (163)           661              582                     -     1,080
                                            ============================================================================


The consolidated statement of cash flows presented in accordance with SFAS 95 is
as follows:



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                      
Net cash provided by (used in)
  operating activities                               238          3,156            5,705                    29     9,128

Net cash provided by (used in)
  investing activities                              (401)          (136)          (5,107)                  (39)   (5,683)

Net cash provided by (used in)
  financing activities                               161         (3,022)            (711)                   10    (3,562)

Currency translation differences relating to
  cash and cash equivalents                            -              -              (48)                    -       (48)
                                            ----------------------------------------------------------------------------

Increase (decrease) in cash
  and cash equivalents                                (2)            (2)            (161)                    -      (165)

Cash and cash equivalents at
  beginning of period                                (32)             2            1,861                     -     1,831
                                            ----------------------------------------------------------------------------

Cash and cash equivalents at
  end of period                                      (34)             -            1,700                     -     1,666
                                            ============================================================================


Page 57

                           BP p.l.c. AND SUBSIDIARIES
                            ENVIRONMENTAL INDICATORS



                                                                 Three months ended        Six months ended
                                                                      June 30                   June 30
                                                                    (Unaudited)               (Unaudited)
                                                                 2002          2001        2002        2001
                                                                 ------------------        ----------------
                                                                                          
Average oil realizations (a) - $/bbl
   UK                                                           24.59         26.58       22.59       25.78
   USA                                                          21.81         23.58       19.61       24.18
   Rest of World                                                22.20         23.93       20.43       23.72
   BP average                                                   22.81         24.74       20.81       24.77

   Brent oil price                                              25.07         27.39       23.12       26.57
   West Texas Intermediate oil price                            26.30         27.88       23.94       28.30
   Alaska North Slope US West Coast                             25.04         26.05       22.42       25.49

Average natural gas realizations - $/mcf
   UK                                                            2.50          2.85        2.81        3.23
   USA                                                           2.76          4.35        2.44        5.73
   Rest of World                                                 2.04          2.58        1.98        2.97
   BP average                                                    2.45          3.43        2.36        4.21

Henry Hub gas price (b) ($/mmBtu)                                3.38          4.66        2.87        5.86
UK Gas - National Balancing point (p/therm)                     12.10         21.66       15.63       22.21

Global Indicator Refining Margins (c) - $/bbl
   Northwest Europe                                              0.59          3.35        0.34        2.85
   US Gulf Coast                                                 2.62          7.71        2.33        7.21
   Midwest                                                       3.76         10.51        2.91        7.18
   US West Coast                                                 4.46          9.11        4.95       10.02
   Singapore                                                     0.18          0.96        0.20        0.83
   BP average                                                    2.06          5.78        1.85        5.02

Chemicals Indicator Margin (d) - $/te                             109 (e)       105          95 (e)     104


---------------

(a)  Crude oil and natural gas liquids.

(b)  Henry Hub First of Month Index.

(c)  The Global Indicator Refining Margin (GIM) is the average of seven regional
     indicator margins weighted for BP's crude refining capacity in each region.
     Each regional  indicator margin is based on a single  representative  crude
     with  product  yields  characteristic  of the  typical  level of  upgrading
     complexity.

(d)  The   Chemicals   Indicator   Margin   (CIM)  is  a  weighted   average  of
     externally-based  product margins.  It is based on market data collected by
     Chem Systems in their  quarterly  market  analyses,  then weighted based on
     BP's product  portfolio.  While it does not cover our entire portfolio,  it
     includes a broad range of products.  Amongst the  products  and  businesses
     covered in the CIM are olefins and derivatives,  aromatics and derivatives,
     linear alpha-olefins,  acetic acid, vinyl acetate monomer and nitriles. Not
     included are fabrics and fibres, plastic fabrications,  poly alpha-olefins,
     anhydrides,    engineering   polymers   and   carbon   fibres,   speciality
     intermediates,  and  the  remaining  parts  of  the  solvents  and  acetyls
     businesses.

(e)  Provisional.  The  data for the  second  quarter  is  based on two  months'
     actual and one month of provisional data.




                                                                 Three months ended        Six months ended
                                                                      June 30                   June 30
     US dollar/sterling exchange rates                              (Unaudited)               (Unaudited)
                                                                 2002          2001        2002        2001
                                                                 ------------------        ----------------
                                                                                          
Average rate for the period                                      1.46          1.42        1.44        1.44
Period-end rate                                                  1.52          1.41        1.52        1.41


Page 58

                           BP p.l.c. AND SUBSIDIARIES
                              OPERATING INFORMATION




                                                                 Three months ended        Six months ended
                                                                      June 30                   June 30
                                                                    (Unaudited)               (Unaudited)
                                                                 2002          2001        2002        2001
                                                                 ------------------        ----------------
                                                                                          
Crude oil and natural gas liquids production
(thousand barrels per day) (net of royalties)
   UK                                                             481           471         481         491
   Rest of Europe                                                 108            92         106          95
   USA                                                            791           742         775         732
   Rest of World                                                  672           580         658         593
                                                              -------       -------     -------     -------
Total crude oil and liquids production                          2,052         1,885       2,020       1,911
                                                              =======       =======     =======     =======

Natural gas production (million cubic feet per day)
(net of royalties)
   UK                                                           1,602         1,690       1,615       1,920
   Rest of Europe                                                 157           121         159         144
   USA                                                          3,565         3,550       3,563       3,509
   Rest of World                                                3,343         3,193       3,369       3,150
                                                              -------       -------     -------     -------
Total natural gas production                                    8,667         8,554       8,706       8,723
                                                              =======       =======     =======     =======

Total production (a)
(thousand barrels of oil equivalent per day)
(net of royalties)
   UK                                                             757           762         759         822
   Rest of Europe                                                 135           113         133         120
   USA                                                          1,406         1,354       1,389       1,337
   Rest of World                                                1,248         1,131       1,239       1,136
                                                              -------       -------     -------     -------
Total production                                                3,546         3,360       3,520       3,415
                                                              =======       =======     =======     =======

Natural gas sales volumes (million cubic feet per day)
   UK                                                           2,349         2,481       2,483       2,938
   Rest of Europe                                                 390           201         402         226
   USA                                                          8,451         8,516       8,591       8,259
   Rest of World                                                8,618         6,839       8,952       7,121
                                                              -------       -------     -------     -------
Total natural gas sales volumes (b)                            19,808        18,037      20,428      18,544
                                                              =======       =======     =======     =======

NGL sales volumes (thousand barrels per day)
   UK                                                               -             -           -           -
   Rest of Europe                                                   -             -           -           -
   USA                                                            189           206         196         214
   Rest of World                                                  196           171         189         189
                                                              -------       -------     -------     -------
Total NGL sales volumes                                           385           377         385         403
                                                              =======       =======     =======     =======


---------------

(a)  Expressed in thousand  barrels of oil equivalent per day (mboe/d).  Natural
     gas is converted  to oil  equivalent  at 5.8 billion  cubic feet: 1 million
     barrels.

(b)  Encompasses  sales  by  Exploration  and  Production  and  Gas,  Power  and
     Renewables, including marketing, trading and supply sales.

Page 59

                           BP p.l.c. AND SUBSIDIARIES
                        OPERATING INFORMATION - concluded




                                                                 Three months ended        Six months ended
                                                                      June 30                   June 30
                                                                    (Unaudited)               (Unaudited)
                                                                 2002          2001        2002        2001
                                                                 ------------------        ----------------
                                                                                          

Oil sales volumes (thousand barrels per day)
Refined products
   UK                                                             230           270         243         265
   Rest of Europe                                               1,444         1,031       1,360       1,057
   USA                                                          1,941         1,954       1,888       1,914
   Rest of World                                                  522           601         561         590
                                                              -------       -------     -------     -------
   Total marketing sales                                        4,137         3,856       4,052       3,826
   Trading/supply sales                                         2,342         2,022       2,439       2,090
                                                              -------       -------     -------     -------
   Total refined product sales                                  6,479         5,878       6,491       5,916
Crude oil                                                       4,915         4,131       4,862       4,307
                                                              -------       -------     -------     -------
Total oil sales                                                11,394        10,009      11,353      10,223
                                                              =======       =======     =======     =======

Refinery throughputs (thousand barrels per day)
   UK                                                             376           315         384         313
   Rest of Europe                                                 924           623         879         658
   USA                                                          1,464         1,642       1,429       1,582
   Rest of World                                                  339           375         357         380
                                                              -------       -------     -------     -------
Total throughput                                                3,103         2,955       3,049       2,933
                                                              =======       =======     =======     =======

Chemicals production (thousand tonnes)
   UK                                                             837           799       1,666       1,529
   Rest of Europe                                               2,595         1,796       5,178       3,484
   USA                                                          2,695         2,108       5,184       4,365
   Rest of World                                                  762           618       1,472       1,320
                                                              -------       -------     -------     -------
Total production                                                6,889         5,321      13,500      10,698
                                                              =======       =======     =======     =======





Page 60

                           BP p.l.c. AND SUBSIDIARIES
                     Total replacement cost operating profit




                                                                 Three months ended        Six months ended
                                                                      June 30                   June 30
                                                                    (Unaudited)               (Unaudited)
                                                                 2002          2001        2002        2001
                                                                 ------------------        ----------------
                                                                                  ($ million)
                                                                                          
By business
Exploration and Production
UK                                                                649           970       1,376       2,124
Rest of Europe                                                    172           190         324         416
USA                                                               771         1,200       1,093       3,311
Rest of World                                                     866         1,067       1,593       2,242
                                                              -------       -------     -------     -------
                                                                2,458         3,427       4,386       8,093
                                                              -------       -------     -------     -------
Gas, Power and Renewables
UK                                                                  1            37           3          47
Rest of Europe                                                     35            35          82          98
USA                                                                13            86         (12)        111
Rest of World                                                      65             3         152           5
                                                              -------       -------     -------     -------
                                                                  114           161         225         261
                                                              -------       -------     -------     -------
Refining and Marketing
UK                                                                (61)         (116)       (185)       (227)
Rest of Europe                                                    249           177         388         313
USA                                                               279         1,262         200       1,856
Rest of World                                                     136           141         268         262
                                                              -------       -------     -------     -------
                                                                  603         1,464         671       2,204
                                                              -------       -------     -------     -------
Chemicals
UK                                                                (10)          (33)        (41)        (83)
Rest of Europe                                                     64            19         111          99
USA                                                                84            (1)        107          12
Rest of World                                                      65            24         102          62
                                                              -------       -------     -------     -------
                                                                  203             9         279          90
                                                              -------       -------     -------     -------

Other businesses and corporate                                   (128)         (116)       (253)       (231)
                                                              -------       -------     -------     -------
                                                                3,250         4,945       5,308      10,417
                                                              =======       =======     =======     =======
By geographical area
UK                                                                504           814       1,034       1,741
Rest of Europe                                                    526           429         912         914
USA                                                             1,103         2,485       1,261       5,170
Rest of World                                                   1,117         1,217       2,101       2,592
                                                              -------       -------     -------     -------
                                                                3,250         4,945       5,308      10,417
                                                              =======       =======     =======     =======


Page 61

                           BP p.l.c. AND SUBSIDIARIES
                      CAPITAL EXPENDITURE AND ACQUISITIONS



                                                                 Three months ended        Six months ended
                                                                      June 30                   June 30
                                                                    (Unaudited)               (Unaudited)
                                                                 2002          2001        2002        2001
                                                                 ------------------        ----------------
                                                                                  ($ million)
                                                                                          
By business

Exploration and Production
   UK                                                             247           289         508         457
   Rest of Europe                                                  57            86         128         151
   USA                                                          1,077         1,243       2,244       2,170
   Rest of World (a)                                            1,192           805       2,006       1,511
                                                              -------       -------     -------     -------
                                                                2,573         2,423       4,886       4,289
                                                              -------       -------     -------     -------
Gas, Power and Renewables
   UK                                                               5             6          21          14
   Rest of Europe (b)                                              87            15          91          26
   USA (c)                                                         32            40          48          57
   Rest of World                                                    8             7          18           7
                                                              -------       -------     -------     -------
                                                                  132            68         178         104
                                                              -------       -------     -------     -------
Refining and Marketing
   UK                                                             100            67         176         178
   Rest of Europe (d)                                           2,556           114       5,288         161
   USA                                                            260           227         563         407
   Rest of World                                                   49            79          75         111
                                                              -------       -------     -------     -------
                                                                2,965           487       6,102         857
                                                              -------       -------     -------     -------
Chemicals
   UK                                                              17            63          25         129
   Rest of Europe (e)                                              60           538         105         554
   USA                                                             55            96          97         174
   Rest of World                                                   38            69         131         125
                                                              -------       -------     -------     -------
                                                                  170           766         358         982
                                                              -------       -------     -------     -------

Other businesses and corporate (f)                                267            52         319         101
                                                              -------       -------     -------     -------
                                                                6,107         3,796      11,843       6,333
                                                              =======       =======     =======     =======
By geographical area
   UK                                                             400           448         809         842
   Rest of Europe                                               2,953           758       5,805         897
   USA                                                          1,467         1,628       2,998       2,838
   Rest of World                                                1,287           962       2,231       1,756
                                                              -------       -------     -------     -------
                                                                6,107         3,796      11,843       6,333
                                                              =======       =======     =======     =======

------------

(a)  Three months and six months ended June 30, 2002 included the acquisition of
     an additional interest in Sidanco.

(b)  Three months and six months ended June 30, 2002 included the acquisition of
     a 5% stake in Enagas.

(c)  Three  months and six months  ended June 30, 2001  included  investment  in
     Green Mountain Energy Company.

(d)  Three months and six months ended June 30, 2002 included the acquisition of
     49% and 100% of Veba respectively.

(e)  Three months and six months ended June 30, 2001 included the acquisition of
     Bayer's 50% interest in Erdolchemie.

(f)  Three months and six months ended June 30, 2002 included the acquisition of
     the minority interest in Veba's upstream oil and gas assets.

Page 62

                           BP p.l.c. AND SUBSIDIARIES
         SPECIAL ITEMS AND ACQUISITION AMORTIZATION BY SEGMENT (PRE-TAX)




                                                                 Three months ended        Six months ended
                                                                      June 30                   June 30
                                                                    (Unaudited)               (Unaudited)
                                                                 2002          2001        2002        2001
                                                                 ------------------        ----------------
                                                                                  ($ million)
                                                                                          
Special items

   Exploration and Production
   UK                                                              82             -         132           -
   Rest of Europe                                                   -             -           -           -
   USA                                                              8             -          70           -
   Rest of World                                                    -             -          15           -
                                                              -------       -------     -------     -------
                                                                   90             -         217           -
                                                              -------       -------     -------     -------
   Gas, Power and Renewables
   UK                                                               -             -           -           -
   Rest of Europe                                                   -             -           -           -
   USA                                                              -             -           -           -
   Rest of World                                                    -             -           -           -
                                                              -------       -------     -------     -------
                                                                    -             -           -           -
                                                              -------       -------     -------     -------
   Refining and Marketing
   UK                                                               -            28           -          43
   Rest of Europe                                                  23            64          49          90
   USA                                                           (137)            4        (137)          8
   Rest of World                                                    -            13           -          21
                                                              -------       -------     -------     -------
                                                                 (114)          109         (88)        162
                                                              -------       -------     -------     -------
   Chemicals
   UK                                                              22             -          22           -
   Rest of Europe                                                  16             -          18           -
   USA                                                              5             -          35           -
   Rest of World                                                    -             -           -           -
                                                              -------       -------     -------     -------
                                                                   43             -          75           -
                                                              -------       -------     -------     -------
   Other businesses and corporate
   UK                                                               -             -           -           -
   Rest of Europe                                                   -             -           -           -
   USA                                                              -             -           -           -
   Rest of World                                                    -             -           -           -
                                                              -------       -------     -------     -------
                                                                    -             -           -           -
                                                              -------       -------     -------     -------
   Total special items before interest                             19           109         204         162
   Interest - bond redemption charges                               -            50           -          60
                                                              -------       -------     -------     -------
   Total                                                           19           159         204         222
                                                              =======       =======     =======     =======

Acquisition amortization

   Exploration and Production
   UK                                                              37            39          69          68
   USA                                                            268           420         549         826
   Rest of World                                                   36            32          68          67
                                                              -------       -------     -------     -------
                                                                  341           491         686         961
                                                              -------       -------     -------     -------
   Refining and Marketing
   UK                                                             100            98         197         202
   USA                                                             96            91         192         188
                                                              -------       -------     -------     -------
                                                                  196           189         389         390
                                                              -------       -------     -------     -------
   Total                                                          537           680       1,075       1,351
                                                              =======       =======     =======     =======


Page 63
 
                           BP p.l.c. AND SUBSIDIARIES
                       RETURN ON AVERAGE CAPITAL EMPLOYED




                                                                 Three months ended        Six months ended
                                                                      June 30                   June 30
                                                                    (Unaudited)               (Unaudited)
                                                                 2002          2001        2002        2001
                                                                 ------------------        ----------------
                                                                                  ($ million)
                                                                                          
Replacement cost basis
Replacement cost profit before exceptional items                1,293         2,648       2,217       5,649
Interest                                                          314           441         647         887
Minority shareholders' interest                                    52            18          61          26
                                                              -------       -------     -------     -------
Adjusted replacement cost profit                                1,659         3,107       2,925       6,562
                                                              =======       =======     =======     =======
Average capital employed                                       90,774        86,241      88,356      87,360
ROACE - replacement cost basis                                   7.3%         14.4%        6.6%       15.0%
                                                              -------       -------     -------     -------
Pro forma basis
Adjusted replacement cost profit                                1,659         3,107       2,925       6,562
Acquisition amortization                                          537           680       1,075       1,351
Special items (post tax)                                          367            53         487          83
                                                              -------       -------     -------     -------
Adjusted replacement cost profit (pro forma basis)              2,563         3,840       4,487       7,996
                                                              =======       =======     =======     =======
Average capital employed                                       90,774        86,241      88,356      87,360
Average capital employed acquisition adjustement (a)           18,163        21,334      18,455      21,765
                                                              -------       -------     -------     -------
Average capital employed (pro forma basis)                     72,611        64,907      69,901      65,595
ROACE - pro forma basis adjusted for special items              14.1%         23.7%       12.8%       24.4%

Historical cost basis
Historical cost profit (loss) after exceptional items           2,040         2,741       3,336       5,571
Interest                                                          314           441         647         887
Minority shareholders' interest                                    46            18          86          26
                                                              -------       -------     -------     -------
Adjusted historical cost profit                                 2,400         3,200       4,069       6,484
                                                              =======       =======     =======     =======
Average capital employed                                       90,774        86,241      88,356      87,360
ROACE - historical cost basis after exceptionals                10.6%         14.8%        9.2%       14.8%


------------

(a)  Acquisition  adjustment refers to the fixed asset  revaluation  adjustments
     and goodwill consequent upon the ARCO and Burmah Castrol acquisitions.

Page 64

                           BP p.l.c. AND SUBSIDIARIES
                                 NET DEBT RATIO




                                                                 Three months ended        Six months ended
                                                                      June 30                   June 30
                                                                    (Unaudited)               (Unaudited)
                                                                 2002          2001        2002        2001
                                                                 ------------------        ----------------
                                                                                  ($ million)
                                                                                          
Net debt ratio - net debt: net debt + equity
Gross debt                                                     21,409        20,498      21,409      20,498
Cash and current asset investments                              1,569         1,666       1,569       1,666
                                                              -------       -------     -------     -------
Net debt                                                       19,840        18,832      19,840      18,832
                                                              -------       -------     -------     -------
Equity                                                         68,126        66,880      68,126      66,880
Net debt ratio                                                    23%           22%         23%         22%
                                                              -------       -------     -------     -------
Acquisition adjustment (a)                                     18,028        20,933      18,028      20,933
                                                              -------       -------     -------     -------
Net debt ratio - pro forma basis (b)                              28%           29%         28%         29%
                                                              =======       =======     =======     =======


---------------

(a)  Acquisition  adjustment refers to the fixed asset  revaluation  adjustments
     and goodwill consequent upon the ARCO and Burmah Castrol acquisitions.

(b)  Based on  equity  excluding  the fixed  asset  revaluation  adjustment  and
     goodwill resulting from the ARCO and Burmah Castrol acquisitions.


Page 65

                           BP p.l.c. AND SUBSIDIARIES
             REPLACEMENT COST OPERATING PROFIT ADJUSTED FOR NON-CASH
                         CHARGES AND CERTAIN OTHER ITEMS


Replacement  cost  operating  profit  adjusted for non-cash  charges and certain
other items  essentially  represents the Group's cash flow from operations (on a
net of tax paid basis,  tax is adjusted for the estimated  effect of exceptional
items and interest paid) excluding changes in working capital.  BP is presenting
this  information  as it gives a better insight into  underlying  cash flow from
operating  activities.  This  measure  is derived  from BP's UK GAAP  accounting
information but is not itself a recognised UK or US GAAP measure.




                                                                 Three months ended        Six months ended
                                                                      June 30                   June 30
                                                                    (Unaudited)               (Unaudited)
                                                                 2002          2001        2002        2001
                                                                 ------------------        ----------------
                                                                                  ($ million)
                                                                                          
Replacement cost operating profit (RCOP) (reported) (a)         3,250         4,945       5,308      10,417
Depreciation and amounts provided (b)                           2,227         2,130       4,380       4,297
Exploration expenditure written off                               147            22         206         130
Dividends from joint ventures and associated
undertakings less share of RCOP                                  (115)          (69)       (237)       (278)
Dividends paid to minority shareholders                            (3)           (5)        (16)         (5)
Adjust provisions to cash basis (c)                               (48)          212        (117)         71
Adjust interest and other income to cash basis (d)                 (3)          (38)        (16)        (42)
                                                              -------       -------     -------     -------
                                                                5,455         7,197       9,508      14,590
Tax paid adjusted for certain items*                             (869)       (2,379)     (1,446)     (2,476)
                                                              -------       -------     -------     -------
Adjusted RCOP after tax paid                                    4,586         4,818       8,062      12,114
                                                              -------       -------     -------     -------
*  Calculation of tax paid adjusted for certain items
   Cash tax paid                                                 (927)       (2,382)     (1,372)     (2,521)
   Tax charge on exceptional items                                160           118         121         269
   Tax shield assumption +                                       (102)         (115)       (195)       (224)
                                                              -------       -------     -------     -------
                                                                 (869)       (2,379)     (1,446)     (2,476)
                                                              -------       -------     -------     -------
+  Calculation of tax shield assumption
   Interest paid                                                 (342)         (384)       (651)       (745)
   Tax rate assumption (e)                                        30%           30%         30%         30%
                                                              -------       -------     -------     -------
                                                                 (102)         (115)       (195)       (224)
                                                              -------       -------     -------     -------


(a)  Total  replacement  cost  operating  profit  is before  exceptional  items,
     inventory holding gains and losses and interest expense.

(b)  Includes   depreciation  and  amortization  relating  to  the  fixed  asset
     revaluation  adjustments  and goodwill  consequent upon the ARCO and Burmah
     Castrol acquisitions.

(c)  Calculated  as  the  net  of  charge  for  provisions  and  utilization  of
     provisions.

(d)  Calculated  as  interest  and other  income,  less  interest  received  and
     dividends received from the Group cash flow statement.

(e)  Deemed tax rate for tax shield  adjustment is equal to the UK statutory tax
     rate.


Page 66






                                         SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                         BP p.l.c.
                                        (Registrant)



Dated: September 4, 2002                         /s/ D. J. PEARL
                                                  ..............................
                                                  D. J. PEARL
                                                  Deputy Company Secretary