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 December 31, 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 - DECEMBER 2002



                                                                         Three months ended                 Year ended
                                                                             December 31                    December 31
                                                                             (Unaudited)
                                                                         2002           2001            2002            2001
                                                                     -----------------------        ------------------------
                                                                                           ($ million)
Turnover                                                               49,722         36,817         178,721         174,218
                                                                     ========       ========        ========        ========

                                                                                                           
Reconciliation of historical cost and pro forma results
Historical cost profit (loss) for the period                              651           (603)          6,845           6,556
Inventory holding (gains) losses (a)                                      174          1,297          (1,104)          1,900
                                                                     --------       --------        --------        --------
Replacement cost profit for the period (b)                                825            694           5,741           8,456
Exceptional items, net of tax                                             872             12          (1,043)           (165)
                                                                     --------       --------        --------        --------
Replacement cost profit before exceptional items                        1,697            706           4,698           8,291
Special items, net of tax (c)                                             416            461           1,443             683
Acquisition amortization (d)                                              522            604           2,574           2,585
                                                                     --------       --------        --------        --------
Pro forma result adjusted for special items                             2,635          1,771           8,715          11,559
                                                                     ========       ========        ========        ========

Per Ordinary Share - cents
     Historical cost profit                                              2.92          (2.67)          30.55           29.21
     Replacement cost profit before exceptional items                    7.58           3.17           20.97           36.95
     Pro forma result adjusted for special items                        11.78           7.91           38.90           51.51
Dividends per Ordinary Share - cents                                     6.25           5.75           24.00           22.00


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

(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 fourth quarter trading  environment was more favourable than a year ago
for Exploration and Production with higher oil and gas realizations, though less
favourable  for Refining and Marketing  where adverse crude price  differentials
depressed BP's refining  margins  relative to the industry  marker.

     The trading  environment  for the year was  challenging,  with  natural gas
prices and refining  margins  significantly  weaker than in the  previous  year,
owing to the global  economic  slowdown.  Demand  improved  in most parts of the
business  after  the first  half of the year but  economic  conditions  remained
sluggish.  The adverse  business  conditions had the greatest impact on refining
and marketing.  Worldwide  refining margins were depressed for much of the year,
at nearly half the average  level of 2001.  Margins in Chemicals  were at levels
similar to the bottom of previous cycles.

     Turnover for the three months and year ended  December 31, 2002 was $49,722
million and $178,721  million  respectively,  compared with $36,817  million and
$174,218  million for 2001.  The  increase in  turnover  for the fourth  quarter
reflects higher oil and natural gas prices, higher production,  and higher sales
volumes as a result of acquisitions and improved chemicals site reliability. For
the year,  production and sales volume increases and higher liquids realizations
were partly offset by lower natural gas prices.

     Replacement cost profit before  exceptional items (which excludes inventory
holding gains and losses) was $1,697 million for the three months ended December
31, 2002,  compared with $706 million for the equivalent period of 2001. For the
year ended December 31, 2002,  the  replacement  cost profit before  exceptional
items was $4,698 million compared with $8,291 million in 2001.

Page 2

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

     Owing to the significant  acquisitions that took place in 2000, in addition
to its  reported  results,  BP presents pro forma  results  adjusted for special
items in order to enable  shareholders  to  assess  current  performance  in the
context of BP's past  performance and against that of its  competitors.  The pro
forma result,  adjusted for special  items,  for the three months and year ended
December 31, 2002 was $2,635 million and $8,715 million  respectively,  compared
with $1,771 million and $11,559 million in the prior year. The pro forma result,
adjusted for special items,  has been derived from the Group's  reported UK GAAP
accounting  information but is not in itself a recognized UK or US GAAP measure.
The pro  forma  result is  replacement  cost  profit  before  exceptional  items
excluding   acquisition   amortization.   Acquisition   amortization  refers  to
depreciation   relating  to  the  fixed  asset   revaluation   adjustments   and
amortization   of  goodwill   consequent   upon  the  ARCO  and  Burmah  Castrol
acquisitions in 2000. A tabular breakdown of the  reconciliation of pro forma to
reported results on a replacement cost basis is provided on pages 6 and 7.

     Acquisition  amortization  for the three months and year ended December 31,
2002 was $522 million and $2,574  million  (including  $405 million  accelerated
depreciation  of the  revaluation  adjustment  in respect of the  impairment  of
former ARCO assets), respectively, compared with $604 million and $2,585 million
for the equivalent periods of 2001.

     Special  items refer to  non-recurring  charges and credits.  For the three
months ended  December 31, 2002,  special  items were $630 million ($416 million
after  tax),  and  comprised  an asset  write-down  and  restructuring  costs in
Exploration  and  Production,   integration  and  restructuring   costs  and  an
impairment charge in Refining and Marketing, integration and restructuring costs
in Chemicals,  provisions to cover future rental  payments on surplus  leasehold
property and environmental charges in Other businesses and corporate, and a bond
redemption  charge.  For the  fourth  quarter of 2001,  special  items were $714
million ($461  million  after tax),  comprising  additional  severance  charges,
mainly related to former ARCO  employees,  an impairment  charge for our partner
operated Venezuelan Lake Maracaibo operations,  Castrol,  Solvay and Erdolchemie
integration  costs,  Grangemouth  restructuring,  and litigation costs.  Special
items for year ended December 31, 2002 were $1,915 million ($1,443 million after
tax) compared with $1,058  million ($683 million after tax) in 2001. The special
items for the years of both 2002 and 2001 are  comprised of the same elements as
those in the respective  fourth quarter periods.  In addition,  the year of 2002
includes  litigation costs and impairment charges in Exploration and Production,
business  interruption  insurance  proceeds and costs associated with an Olympic
pipeline incident in Refining and Marketing,  Solvay and Erdolchemie integration
costs,   restructuring  charges  and  an  impairment  charge  in  Chemicals,  an
adjustment  to the North Sea  deferred  tax  balance  for the  supplementary  UK
corporation   tax  and  tax  relief   expected   on   impairments   and  related
restructuring.  The  year of 2001  also  includes  rationalization  costs in the
European downstream commercial business.

     Underlying  performance  improvements  were $1.2 billion before tax for the
year,  against  a target of $1.4  billion.  Performance  improvements  have been
impacted by weaker than expected production. 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 1.8% and 2.9% in the quarter and year
respectively.  The  increase  for the year  reflected  4.5%  growth  in  liquids
production and 0.9% for natural gas. The reserve  replacement ratio for 2002 was
175%.

     The historical cost profit for the three months ended December 31, 2002 was
$651 million, after inventory holding losses of $174 million and net exceptional
losses of $893 million  ($872 million after tax) in respect of net losses on the
sale of fixed  assets and  businesses  or  termination  of  operations.  For the
equivalent  period of 2001  there was a loss of $603  million,  after  inventory
holding losses of $1,297 million and net exceptional  losses of $38 million ($12
million  after tax) in  respect  of net  losses on the sale of fixed  assets and
businesses or termination of operations.

     For the year ended December 31, 2002, the historical cost profit was $6,845
million, including inventory holding gains of $1,104 million and net exceptional
gains of $1,168 million  ($1,043 million after tax) in respect of net profits on
the sale of fixed assets and businesses or  termination  of operations.  For the
year ended  December 31, 2001, the  historical  cost profit was $6,556  million,
after inventory  holding losses of $1,900 million and net  exceptional  gains of
$535 million  ($165  million after tax) in respect of net profits on the sale of
fixed assets and businesses or termination of operations.


Page 3

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

     Performance  of  operating  segments is evaluated  by  management  based on
replacement cost operating profit or loss.  Segment results are presented in the
tables on pages 6 and 7 and discussed in the following pages on this basis.

     Interest  expense for the three months and year ended December 31, 2002 was
$332 million (including $15 million bond redemption  charges) and $1,279 million
respectively,  compared  with $414  million and $1,670  million  (including  $62
million bond redemption  charges) in 2001,  primarily  reflecting lower interest
rates for both periods in 2002.

     Net taxation, other than production taxes, charged for the three months and
year ended December 31, 2002 was $1,125 million and $4,342 million respectively,
compared  with $711  million and $6,375  million in the  equivalent  period last
year.  The tax credit in respect of exceptional  items was $21 million  compared
with $26  million  for the fourth  quarter of 2001.  The  effective  tax rate on
replacement  cost profit before  exceptional  items was 40% and 47% respectively
for the three months and year ended December 31, 2002, compared with 50% and 42%
for the  equivalent  periods of 2001.  The reduction in the fourth  quarter rate
reflects the rateably lower impact of acquisition amortization on higher income.
The increase in the rate for the year  reflects the rateably  greater  effect of
acquisition amortization on lower pre-tax income in 2002, together with the $355
million  charge in the second  quarter to increase  the North Sea  deferred  tax
provision for the  supplementary UK tax rate, partly offset by higher tax relief
on asset impairment charges and related restructuring.

     Capital expenditure and acquisitions in the fourth quarter of 2002 was $4.1
billion,  compared with $4.4 billion for the equivalent  period in 2001. For the
year ended December 31, 2002,  capital  expenditure and  acquisitions  was $19.1
billion,  including  $5.0  billion for the Veba  purchase,  compared  with $14.1
billion in 2001. Excluding  acquisitions,  capital expenditure for the year 2002
was $13.3 billion, compared with $13.2 billion in 2001. Disposal proceeds in the
fourth quarter were $1.0 billion,  and $6.8 billion in the year,  including $2.3
billion from the sale of our investment in Ruhrgas.

     Net cash  inflow for the three  months  ended  December  31,  2002 was $0.7
billion,  compared with an outflow of $1.0 billion for the equivalent  period of
2001,  reflecting  higher  operating  cash flow,  lower tax  payments  and lower
acquisition spending. For the year ended December 31, 2002, the net cash outflow
was $0.3  billion  compared  with an  inflow  of $1.0  billion  in  2001;  lower
operating cash flow and higher acquisition  spending were partly offset by lower
tax  payments  and higher  disposal  proceeds.  Net cash inflow  from  operating
activities  was $6.2  billion and $19.3  billion  for the three  months and year
ended  December  31, 2002  respectively,  compared  with $5.5  billion and $22.4
billion in the equivalent periods in 2001. For the fourth quarter, higher profit
was partly  offset by higher  working  capital.  For the year,  lower profit and
higher working capital were partly offset by higher depreciation  resulting from
impairments.

     Net debt at December 31, 2002 was $20.3  billion.  The ratio of net debt to
net debt plus equity was 22% at December 31, 2002  compared with 23% at December
31,  2001.  After  adjusting  for the fixed asset  revaluation  adjustments  and
goodwill consequent upon the ARCO and Burmah Castrol acquisitions,  the ratio of
net  debt to net  debt  plus  equity  was 28% at  December  31,  2002 and 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.

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

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

     The return on average capital  employed on a replacement cost basis for the
three months ended  December 31, 2002 was 8% compared with 4% for the equivalent
period of 2001.  For the year ended  December  31,  2002,  the return on average
capital  employed  was 6%  compared  with 11% for 2001.  The  return on  average
capital employed on a historical cost basis was 4% for the fourth quarter and 8%
for the year. For further  information on the return on average capital employed
calculation see page 67 of this report.

     BP  announced  a  fourth  quarterly  dividend  for 2002 of 6.25  cents  per
ordinary  share.  The dividend  for the year was 24.0 cents per ordinary  share.
Holders of  ordinary  shares will  receive  3.815 pence per share and holders of
American  Depositary  Receipts (ADRs) $0.375 per ADS. The dividend is payable on
March  24,  2003  to   shareholders  on  the  register  on  February  28,  2003.
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 March 24, 2003.


Page 4

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

     The board  sets the  dividend  on a balance  of a variety  of  factors.  It
considers not only present earnings but also long-term growth prospects and cash
flow. It also  considers the Group's  competitive  position and  determines  the
payment,  which  broadly  corresponds  to around  60% of  sustainable  earnings,
calculated under  standardized  assumptions  over a run of years.  This is not a
mechanical  calculation,  but judges the balance between all the factors and the
options available.

     The company did not repurchase any shares during the quarter.  In 2002, 100
million of its own shares  were  purchased  for  cancellation  at a cost of $750
million.  BP has determined to repurchase $2 billion of its own shares,  subject
to market  conditions  and  continued  support at the April 2003 Annual  General
Meeting.

RECENT DEVELOPMENTS

     BP and the Alfa Group and  Access-Renova  (AAR)  announced  on February 11,
2003 that they have agreed in principle to combine their  interests in Russia to
create the country's  third biggest oil and natural gas business,  in which they
will  each have a 50%  stake.  The  assets  being  contributed  by BP to the new
company  include  its  holding in  Sidanco,  its stake in Rusia  Petroleum,  its
interest in the Sakhalin V exploration  licence and its holding in the BP Moscow
retail network.  AAR is contributing its holdings in TNK and Sidanco,  its share
of Rusia  Petroleum,  its stake in the Rospan  gasfield in West  Siberia and its
interest in the Sakhalin IV & V exploration  licence.  Neither AAR's association
with  Slavneft,  nor BP's  interest in LukArco or the  Russian  elements of BP's
international  businesses such as lubricants,  marine and aviation, are included
in the transaction.

     For its stake in the new  company,  BP will pay AAR  $3 billion  in cash on
completion of the deal and three subsequent  annual tranches of $1.25 billion in
BP  shares,   valued  at  market  prices  prior  to  each  annual  payment.  The
transaction,  which will be  effective  from January 1, 2003,  is scheduled  for
completion in the summer.



Page 5

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


     The following tables provide a breakdown of pro forma results and reconcile
those results to replacement cost operating profit by operating segment.



                                                                                                           Pro forma
Reconciliation of replacement cost                  Replacement                                               result
profit (loss) to pro forma result                          cost       Acquisition        Special        adjusted for
adjusted for special items                        profit (loss)      amortization(a)       items(b)    special items
                                                 --------------     -------------     ----------     ---------------
                                                                             ($ million)
                                                                                                   
Three months ended December 31, 2002
Exploration and Production                                3,248               319             99               3,666
Gas, Power and Renewables                                    72                 -              -                  72
Refining and Marketing                                      (36)              203            420                 587
Chemicals                                                   104                 -             35                 139
Other businesses and corporate                             (207)                -             61                (146)
                                                         ------            ------         ------              ------
Replacement cost operating profit                         3,181               522            615               4,318
Interest expense                                           (332)                -             15                (317)
Taxation                                                 (1,146)                -           (214)             (1,360)
Minority shareholders' interest                              (6)                -              -                  (6)
                                                         ------            ------         ------              ------
Replacement cost profit before
exceptional items                                         1,697               522            416               2,635
                                                         ------            ======           ======            ======
Exceptional items before tax                               (893)
Taxation on exceptional items                                21
                                                         ------
RC profit after exceptional items                           825
Inventory holding gains (losses)                           (174)
                                                         ------
HC profit                                                   651
                                                         ======

Three months ended December 31, 2001
Exploration and Production                                1,641               411            322               2,374
Gas, Power and Renewables                                   102                -               -                 102
Refining and Marketing                                      379               193            213                 785
Chemicals                                                   (67)               -             106                  39
Other businesses and corporate                             (175)               -              73                (102)
                                                         ------            ------         ------              ------
Replacement cost operating profit                         1,880               604            714               3,198
Interest expense                                           (414)                -              -                (414)
Taxation                                                   (737)                -           (253)               (990)
Minority shareholders' interest                             (23)                -              -                 (23)
                                                         ------            ------         ------              ------
Replacement cost profit before exceptional items            706               604            461               1,771
                                                         ------            ======         ======              ======
Exceptional items before tax                                (38)
Taxation on exceptional items                                26
                                                         ------
RC profit after exceptional items                           694
Inventory holding gains (losses)                         (1,297)
                                                         ------
HC (loss)                                                  (603)
                                                         ======


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

(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 fourth quarter include an asset write-down in Exploration and
     Production, integration and restructuring costs and an impairment charge in
     Refining and Marketing,  integration and restructuring  costs in Chemicals,
     provisions to cover future rental  payments on surplus  leasehold  property
     and  environmental  charges in Other  businesses and corporate,  and a bond
     redemption  charge.  The  effective  tax rate on special items was 34%. The
     special items for the fourth quarter of 2001 comprise additional  severance
     charges,  mainly related to former ARCO employees, an impairment charge for
     our partner operated Venezuelan Lake Maracaibo operations,  Castrol, Solvay
     and  Erdoelchemie   integration   costs,   Grangemouth   restructuring  and
     litigation  costs;  the taxation credit relating to these special items has
     been calculated using a tax rate of 35%.

Page 6

                           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)
                                                                                                   
Year ended December 31, 2002
Exploration and Production                                9,206             1,780          1,019              12,005
Gas, Power and Renewables                                   354                 -             30                 384
Refining and Marketing                                      872               794            415               2,081
Chemicals                                                   515                 -            250                 765
Other businesses and corporate                             (701)                -            186                (515)
                                                 --------------     -------------     ----------     ---------------
Replacement cost operating profit                        10,246             2,574          1,900              14,720
Interest expense                                         (1,279)                -             15              (1,264)
Taxation                                                 (4,217)                -           (456)(c)          (4,673)
Minority shareholders' interest                             (52)                -            (16)                (68)
                                                 --------------     -------------     ----------     ---------------
Replacement cost profit before
exceptional items                                         4,698             2,574          1,443               8,715
                                                 --------------     =============     ==========     ===============
Exceptional items before tax                              1,168
Taxation on exceptional items                              (125)
                                                 --------------
RC profit after exceptional items                         5,741
Inventory holding gains (losses)                          1,104
                                                 --------------
HC profit                                                 6,845
                                                 ==============
Year ended December 31, 2001
Exploration and Production                               12,361             1,815            322              14,498
Gas, Power and Renewables                                   488                 -              -                 488
Refining and Marketing                                    3,573               770            487               4,830
Chemicals                                                   128                 -            114                 242
Other businesses and corporate                             (523)                -             73                (450)
                                                 --------------     -------------     ----------     ---------------
Replacement cost operating profit                        16,027             2,585            996              19,608
Interest expense                                         (1,670)                -             62              (1,608)
Taxation                                                 (6,005)                -           (375)             (6,380)
Minority shareholders' interest                             (61)                -              -                 (61)
                                                 --------------     -------------     ----------     ---------------
Replacement cost profit before
exceptional items                                         8,291             2,585            683              11,559
                                                 --------------     =============     ==========     ===============
Exceptional items before tax                                535
Taxation on exceptional items                              (370)
                                                 --------------
RC profit after exceptional items                         8,456
Inventory holding gains (losses)                         (1,900)
                                                 --------------
HC profit                                                 6,556
                                                 ==============

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

(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 year 2002 comprise  impairment  charges, an asset write-down,
     restructuring  and litigation  costs for  Exploration  and  Production;  an
     impairment   charge  in  Gas,  Power  and   Renewables;   integration   and
     restructuring   costs,    business    interruption    insurance   proceeds,
     restructuring and integration costs and certain other costs in Refining and
     Marketing;  integration  costs  and an asset  write-down  in  Chemicals;  a
     provision to cover future rental payments on surplus leasehold property and
     environmental  charges  in  Other  businesses  and  corporate;  and a  bond
     redemption charge.  Taxation includes a special charge for an adjustment to
     the North Sea deferred tax liability for the  supplementary  UK corporation
     tax  as  well  as  tax  relief   expected   on   impairments   and  related
     restructuring.  The  special  items for the year 2001  comprise  additional
     severance charges,  mainly related to former ARCO employees,  an impairment
     charge for our  partner  operated  Venezuelan  Lake  Maracaibo  operations,
     rationalization  costs  in the  European  downstream  commercial  business,
     Castrol,   Solvay   and   Erdoelchemie   integration   costs,   Grangemouth
     restructuring, and litigation costs.

(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,
     and reflects tax relief expected on impairments and related restructuring.

Page 7

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

DETAILED REVIEW OF BUSINESSES (EXCLUDING EXCEPTIONAL ITEMS)

EXPLORATION AND PRODUCTION



                                                               Three months ended              Year ended
                                                                  December 31                 December 31
                                                                  (Unaudited)
                                                               2002           2001        2002            2001
                                                            ----------------------     -----------------------
                                                                                             
   Turnover                                      - $m         7,356          5,336      25,753           28,229
   Total replacement cost operating profit       - $m         3,248          1,641       9,206           12,361
   Results include:
   Exploration expense                           - $m           179            144         644             480
   Of which: Exploration expenditure written off - $m           124             85         385             238

   Key Statistics:
   Liquids(a)               Average prices
                            realized by BP       - $/bbl      24.78          17.72       22.69           22.50
                            Production           - mb/d       2,049          2,017       2,018           1,931
   Natural gas              Average prices
                            realized by BP       - $/mcf       2.87           2.28        2.46            3.30
                            Production           - mmcf/d     8,936          8,764       8,707           8,632

   Brent oil price                               - $/bbl      26.88          19.41       25.03           24.44
   West Texas Intermediate oil price             - $/bbl      28.31          20.31       26.14           25.89
   Alaska North Slope US West Coast              - $/bbl      26.86          17.79       24.77           23.18
   Henry Hub gas price (b)                       - $/mmBtu     3.99           2.43        3.22            4.26
   UK Gas - National Balancing Point             - p/therm    19.09          22.32       15.78           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  ended  December 31, 2002 was $7,356  million
compared with $5,336  million in the  corresponding  period in 2001,  reflecting
higher  liquids and natural gas  realizations  as well as increased  production.
Turnover for the year ended December 31, 2002 was $25,753 million  compared with
$28,229 million for the corresponding  period of 2001, with the effect of higher
production  and  liquids  realizations  more than  offset by lower  natural  gas
prices.

     Replacement  cost  operating  profit  for the three  months  and year ended
December 31, 2002 was $3,248 million and $9,206 million  respectively,  compared
with $1,641 million and $12,361 million for the equivalent  periods in 2001. The
result for the fourth quarter 2002 includes  special  charges of $94 million for
the write-off of our Gas to Liquids demonstration plant in Alaska and $5 million
restructuring  charges.  The year 2002 also  includes  special  charges  of $686
million and accelerated acquisition  amortization of $405 million related to the
impairments of Shearwater in the North Sea, Rhourde El Baguel in Algeria,  LL652
and  Boqueron  in  Venezuela,  Pagerungan  in  Indonesia  and  Badami in Alaska,
following  full technical  reassessments  and  evaluations of future  investment
opportunities.  In addition,  there were special  restructuring  charges of $179
million  relating to  significant  restructuring  to reposition  the business in
North America and the North Sea and $55 million  litigation  costs.  The results
also  include  depreciation  and  amortization  arising  from  the  fixed  asset
revaluation  adjustments and goodwill  consequent  upon the ARCO  acquisition in
2000 of $319  million and $1,780  million for the fourth  quarter and year 2002,
including $405 million accelerated depreciation of the revaluation adjustment in
respect of former ARCO assets included in the impairments  described  above, and
$411 million and $1,815 million for the corresponding periods in 2001.

Page 8

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


EXPLORATION AND PRODUCTION (concluded)

     The  result  for  the  quarter   benefited  from  higher  average   liquids
realizations,  up $7.06 on a year ago.  There was a benefit from a credit of $49
million for Unrealized Profit in Stock (UPIS) to remove the upstream margin from
downstream  inventories following a decrease in the ANS oil price. This compares
to a credit of $119  million in the  equivalent  quarter  of last year.  Average
natural  gas  realizations  have  increased  by $0.59 per  thousand  cubic  feet
compared  with  the  fourth  quarter  of  2001.   North  American   natural  gas
realizations have improved reflecting the strong North American gas market.

     Fourth  quarter  production of 3,590 mboe/d  benefited from seven new field
start-ups at Horn  Mountain,  Aspen and Princess in the Gulf of Mexico;  Nam Con
Son in Vietnam;  ETAP  satellites  and  Wollaston  Whittle in the UK and Edfu in
Egypt.  Increased  production was partly offset by the effects of Gulf of Mexico
hurricanes, shut-ins in Venezuela and an earthquake in Alaska.

     The full year  result  reflects  production  growth of 4.5% for liquids and
0.9% for natural gas (2.9%  overall),  a 6% decrease in unit  lifting  costs and
slightly   higher  liquids   realizations,   which  were  more  than  offset  by
significantly lower natural gas realizations.  Production increases for the year
were lower than planned due to a number of factors,  including  lower gas demand
resulting from warm weather in the UK, OPEC reductions, severe storm patterns in
the Gulf of Mexico, the general strike in Venezuela and operational  problems in
Alaska and in the UK.

     The  reserve  replacement  ratio for the year was 175% with  2,016  billion
barrels of oil equivalent booked through discoveries,  extensions, revisions and
improved  recovery.   Reserve   replacement  has  exceeded  production  for  ten
consecutive years at an average ratio of 145% over that period.

     In support of growth,  2002 capital  expenditure at $9.7 billion (including
$434 million of  acquisitions)  was 9% higher than 2001.  During the quarter the
development  of  Atlantis  in  the  Gulf  of  Mexico  and  an  expansion  of the
development  at In Amenas in Algeria were approved and there were a total of six
discoveries in the Gulf of Mexico, Angola and Egypt.

     In December, the sale of the Arbroath, Montrose and Arkwright fields in the
North Sea to Paladin Resources was announced.  In January, we announced the sale
of our stake in the North Sea  Forties  oil  field,  together  with a package of
shallow-water  assets in the Gulf of Mexico,  to  Apache.  Also in  January,  we
completed  the sale of 20% of our upstream  interests in Trinidad to Repsol.  We
also announced a transaction with Amerada Hess, under which BP will exchange its
interest  in block A-18 of the  Malaysia  Thailand  Joint  Development  Area for
Amerada Hess's  interests in Colombia.  In February,  we announced the sale of a
12.5% share in the Tangguh  liquefied  natural gas project in Indonesia to China
National Offshore Oil Corporation.

Page 9

                           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              Year ended
                                                                  December 31                 December 31
                                                                  (Unaudited)
                                                               2002           2001        2002            2001
                                                             ---------------------      ----------------------
                                                                                             
   Turnover                                      - $m        12,041          7,522      37,357           39,442
   Total replacement cost operating profit       - $m            72            102         354             488


     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 year ended  December 31, 2002 was $12,041
million and $37,357  million,  compared with $7,522 million and $39,442  million
for the same  periods in 2001.  The  increase  for the quarter  reflects  higher
natural gas prices and sales  volumes.  For the year,  higher  natural gas sales
volumes were more than offset by lower prices, particularly in North America.

     Replacement  cost  operating  profit  for the three  months  and year ended
December 31, 2002 was $72 million and $354 million  respectively,  compared with
$102 million and $488 million a year ago. The result for the year 2002  includes
special charges of $30 million related to the impairment of a cogeneration power
plant in the UK. The fourth quarter result was down versus the prior year due to
the absence of contributions  from Ruhrgas,  partly offset by higher volumes and
margins in  marketing  and  trading.  The sale of the Ruhrgas  shareholding  was
effective August 1, 2002.

     The  full  year  result  is down on 2001 due to a lower  contribution  from
Ruhrgas and a weaker marketing and trading environment,  partly offset by better
performance in the NGL business and increased  natural gas sales volumes,  up by
15%.

     During  the fourth  quarter,  BP  announced  a  restructuring  of its Solar
operation and the withdrawal from Thin Film manufacturing. We also announced the
start-up  of our 22.5  megawatt  wind farm at the  Nerefco  oil  refinery in the
Netherlands and the first  commercial sale of green  electricity  into the Dutch
national  power grid.  The refinery and the wind farm are jointly (BP 69%) owned
with  ChevronTexaco.  In the fourth  quarter  BP took  delivery  of the  British
Trader, the first of three new leased LNG ships.

Page 10

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


REFINING AND MARKETING



                                                                 Three months ended               Year ended
                                                                    December 31                   December 31
                                                                    (Unaudited)
                                                                 2002           2001         2002              2001
                                                              ----------------------      -------------------------
                                                                                                
   Turnover                                        - $m        33,443         26,528      125,836           120,233
   Total replacement cost operating (loss) profit  - $m           (36)           379          872             3,573
   Total refined product sales                     - mb/d       6,360          6,447        6,563             6,206
   Refinery throughputs                            - mb/d       3,157          2,847        3,103             2,929
   Global Indicator Refining Margin (a)            - $/bbl       2.76           2.40         2.11              4.06

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

(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 year ended  December 31, 2002 was $33,443
million and $125,836  million  respectively,  compared with $26,528  million and
$120,233  million,  for the same  periods in the prior  year.  The  increase  in
turnover for the fourth  quarter and year is due  primarily to volume  increases
from the Veba acquisition.  Results for Veba have been included from February 1,
2002.

     Replacement  cost  operating  loss for the three months ended  December 31,
2002 was $36 million compared with profit of $379 million for the  corresponding
period of 2001. For the year, replacement cost operating profit was $872 million
in 2002  compared  with $3,573  million in the prior  year.  The results for the
fourth  quarter and year 2002 include  special  charges of $420 million and $415
million  respectively.  For the fourth quarter 2002,  special items include $261
million Veba integration costs, $116 million  restructuring costs, a $35 million
write-down of retail assets in Venezuela  and $8 million costs  associated  with
the Olympic pipeline incident. Special items for the year also included business
interruption  insurance  proceeds of $184  million,  mostly offset by additional
Veba integration  costs of $87 million,  additional costs of $54 million related
to the Olympic pipeline incident, $22 million settlement costs associated with a
pre-acquisition  ARCO US MTBE supply contract and $16 million other  integration
costs. 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 $203 million and $794 million for the
fourth quarter and year respectively,  and $193 million and $770 million for the
corresponding periods in 2001.

     The decrease in the fourth  quarter  result was  primarily  due to lower US
retail  and  US  West  Coast  refining  margins,  which  more  than  offset  the
contribution from Veba.  Refining  throughputs  increased by 11% compared with a
year ago due to Veba and a smaller  maintenance  programme in the USA. Marketing
volumes  increased by 15%, but were down  slightly  excluding  Veba.  Shop sales
increased by 66%, 7% excluding Veba.

     The result  for the year  reflects  the  impact of a halving  of  worldwide
refining margins with a further adverse effect from price  differentials in BP's
crude oil mix, and lower US retail margins, with some offset from Veba. Refining
throughputs  increased  by 6% over  the  previous  year  and  marketing  volumes
increased by 10%, primarily due to Veba.  Excluding Veba, marketing volumes were
slightly down.  Retail shop sales grew 60% due to Veba and the increased  number
of BP Connect stations, 10% excluding Veba.

     A total of 486 BP Connect stations were open in the USA, Europe,  Australia
and New Zealand at year end compared  with 339 at the end of 2001.  In addition,
BP has reimaged over 10,000 retail stations worldwide to BP's new Helios logo.

     In December, BP completed the sale of its interest in the Colonial Pipeline
in the USA.  BP also  announced  that it had  signed  an  agreement  to sell 494
service  stations to PKN Orlen. On 10 February,  BP announced that it had agreed
to sell a 45% stake in the Bayernoil Refinery,  an 18% stake in the Trans Alpine
Pipeline (TAL), 247 retail stations in Germany, 55 stations in Hungary and 11 in
Slovakia to OMV AG for (euro)377  million in cash and  assumption  of debt.  The
sale is  conditional  on  regulatory  approvals and the  nonexercise  of certain
pre-emption  rights.  The sale of the German  assets  enables BP to fully comply
with the  conditions  imposed by the German  Federal Cartel Office (FCO) when it
approved BP's acquisition of Veba Oil in April 2002.

Page 11

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


CHEMICALS



                                                                 Three months ended              Year ended
                                                                    December 31                 December 31
                                                                    (Unaudited)
                                                                2002           2001        2002            2001
                                                               --------------------       ---------------------
                                                                                             
   Turnover                                        - $m        3,118          2,481      13,064          11,515
   Total replacement cost operating profit (loss)  - $m          104            (67)        515             128
   Production (a)                                  - kte       6,609          6,048      26,988          22,716
   Chemicals Indicator Margin (b)                  - $/te        100(c)         112         102(c)          109

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

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

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

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


     Turnover for the three  months and year ended  December 31, 2002 was $3,118
million and  $13,064  million  respectively,  compared  with $2,481  million and
$11,515 million for the equivalent periods in 2001. The increase in turnover for
the fourth quarter and year primarily  reflects higher production as a result of
acquisitions, organic growth and improved site reliability.

     Replacement  cost operating  profit for the three months ended December 31,
2002, was $104 million,  down from $132 million in the third quarter and up from
an operating  loss of $67 million a year ago. The results for the fourth quarter
and  year  2002  include  special  charges  of  $35  million  and  $250  million
respectively.  Special items for the fourth  quarter  include $17 million Solvay
integration costs and $18 million for  restructuring.  The special items for the
year also  include a $140 million  write-down  of our  Indonesian  manufacturing
assets  following a review of its  immediate  prospects  and  opportunities  for
future  growth  in  a  highly  competitive  regional  market,  and  $75  million
additional integration and restructuring costs.

     The decline in fourth quarter  replacement  cost operating  profit compared
with the third  quarter  of 2002 was the  result of  margin  compression  due to
higher feedstock costs,  particularly in Europe,  and weaker demand.  The fourth
quarter  result was an  increase  of $171  million  over a year ago,  reflecting
higher  production and lower costs than in 2001,  despite a weaker  environment.
The year's  result  was an  increase  of $387  million,  in an  overall  trading
environment  which was similar.  This  improvement was driven by lower costs and
increased production.

     Chemicals  production of 6,609  thousand  tonnes in the fourth  quarter was
down 271 thousand tonnes on the previous quarter, as demand weakened. Production
for the year was 26,988 thousand  tonnes,  up 19%, as a result of new production
from existing and acquired assets.

     Major restructuring  continued  throughout the year, aimed at repositioning
the  portfolio  and  lowering  the cost base.  The fourth  quarter and full year
results include $14 million and $39 million respectively for restructuring costs
not classified as special items.

     During  the fourth  quarter,  we  announced  the  intention  to exit from a
polyethylene  joint venture in Bataan,  Philippines  and the closure of an older
118  thousand  tonnes per annum  high-density  polyethylene  plant at Deer Park,
Texas.  Also during the quarter,  we sold one of the  remaining  Burmah  Castrol
chemicals businesses and have since announced the sale of the other two. We also
announced  the  formation of an acetic acid joint venture in Taiwan and plans to
expand our olefins production at Chocolate Bayou, Texas.

Page 12

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


OTHER BUSINESSES AND CORPORATE



                                                         Three months ended              Year ended
                                                            December 31                  December 31
                                                            (Unaudited)
                                                         2002           2001        2002            2001
                                                        --------------------       ---------------------
                                                                                        
   Turnover                                - $m           131            146         510             549
   Replacement cost operating (loss)       - $m          (207)          (175)       (701)           (523)


     Other businesses and corporate  comprises  Finance,  the Group's coal asset
and aluminium asset, its investments in PetroChina and Sinopec,  interest income
and costs  relating to corporate  activities.  The result for the fourth quarter
includes  special  charges of $61 million  comprising a provision of $15 million
for future rentals on surplus leasehold property and a charge of $46 million for
environmental  liabilities.  Special items for the year also include  additional
provision of $125 million to cover future rental  payments on surplus  leasehold
property.

EXCEPTIONAL ITEMS



                                                               Three months ended              Year ended
                                                                  December 31                 December 31
                                                                  (Unaudited)
                                                               2002           2001        2002            2001
                                                            -------------------------   -------------------------
                                                                                                
   Profit (loss) on sale of fixed assets and
   businesses or termination of operations          - $m       (893)           (38)      1,168              535
   Taxation credit (charge)                         - $m         21             26        (125)            (370)
                                                            -------         ------      ------            -----
   Exceptional items after taxation                 - $m       (872)           (12)      1,043              165
                                                            -------         ------      ------            -----


     Exceptional  items for the fourth quarter include  provisions for losses on
disposal of certain upstream  interests  announced since the year end and profit
on disposal of BP's  interest in the Colonial  pipeline in the USA.  Exceptional
items for the year also included  profits from disposal of our Ruhrgas  interest
and a US downstream  electronic  payment  system and a gain on the redemption of
certain preferred  partnership  interests BP retained  following the disposal in
2000 of the Altura Energy common  interest in exchange for BP loan notes held by
the partnership.

OUTLOOK

     The world economy  slowed  during the fourth  quarter with weaker growth in
both the USA and much of Continental  Europe.  Evidence of sustained recovery is
limited and confidence fragile.

     Brent crude oil prices have recently exceeded $30 per barrel compared to an
average of $27 in the fourth quarter. Venezuelan oil production declined sharply
as a result of the general  strike that  commenced in early December but has now
begun to recover. Other OPEC producers have raised production to replace some of
this lost output. Crude oil inventories have fallen,  especially in the USA, and
are  below  normal  seasonal  levels.  The  prospect  for  crude  oil  prices is
particularly  uncertain,  and will be  affected by such issues as the timing and
extent of developments in Venezuela and Iraq and global economic growth.

     US  natural  gas  prices  have  strengthened  further  as demand has firmed
seasonally,  oil prices have increased and production has been weak.  Prices are
expected to remain at a premium to residual fuel oil through the winter  heating
season.

     Refining  margins have risen sharply in face of declining US product stocks
and refinery  turnarounds.  Global oil product  demand is recovering but margins
remain susceptible to crude supply uncertainties.

     Retail margins weakened  towards the end of the fourth quarter,  especially
in the USA, and this trend has continued into the first quarter.  Margins remain
vulnerable to further volatility in oil product prices.

     The Chemicals business  environment has remained weak, with demand soft and
margins under pressure from high feedstock prices.

     Capital expenditure for 2002 was $13.5 billion, excluding acquisitions, and
is projected to be in the range of $14-14.5 billion in 2003.

     Our  strategy   remains  to  create  value  from  a   distinctive   set  of
opportunities,  biased  towards  the  upstream,  which,  through  a  disciplined
approach to long term  investment  growth,  can produce  returns  which are both
secure and highly competitive.

Page 13

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


FORWARD-LOOKING STATEMENTS

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

2002 DIVIDENDS

On February 11, 2002, BP p.l.c.  announced a fourth quarterly  dividend for 2002
of 6.25 cents per ordinary  share of 25 cents  (ordinary  shares),  representing
$0.375 per American Depositary Share (ADS) amounting to $1,398 million in total.
The record date for qualifying US resident holders of American Depositary Shares
as well as holders of ordinary  shares is February 28, 2002,  with payment to be
made on March 24, 2003.

The dividend  payable on March 24, 2003 entitles  qualifying US ADS shareholders
to a refund of the 1/9th UK tax credit  (approximately  $0.04)  attaching to the
dividend, less a UK withholding tax limited to the amount of the tax credit. The
effect of these  arrangements  for ADS holders is  currently  a cash  payment of
$0.36,  a gross dividend for tax purposes of $0.40 and a potential tax credit of
$0.04 per ADS.

A dividend  reinvestment  facility  is  available  for  holders of ADSs  through
JPMorgan  Chase  Bank  (formerly   known  as  Morgan  Guaranty  Trust  Company).
Participants  in the dividend  reinvestment  facility  included in the US Direct
Access Plan will receive the dividend in the form of shares on March 24, 2003.


Page 14

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




                                                           Three months ended                     Year ended
                                                               December 31                        December 31
                                                               (Unaudited)
                                                          2002             2001              2002             2001
                                                          ---------------------              ---------------------
                                                                      ($ million, except per share amounts)

                                                                                                 


Turnover - Note 3                                       50,135           37,114           180,186          175,389
Less: joint ventures                                       413              297             1,465            1,171
                                                      --------         --------          --------         --------
Group turnover                                          49,722           36,817           178,721          174,218

Replacement cost of sales                               42,858           31,899           155,528          147,001
Production taxes - Note 4                                  362              336             1,274            1,689
                                                      --------         --------          --------         --------
Gross profit                                             6,502            4,582            21,919           25,528
Distribution and administration expenses                 3,604            3,076            12,632           10,918
Exploration expense - Note 5                               179              144               644              480
                                                      --------         --------          --------         --------
                                                         2,719            1,362             8,643           14,130
Other income                                               218              208               641              694
                                                      --------         --------          --------         --------
Group replacement cost operating profit                  2,937            1,570             9,284           14,824
Share of profits of joint ventures                          83               91               346              443
Share of profits of associated undertakings                161              219               616              760
                                                      --------         --------          --------         --------
Total replacement cost operating profit - Note 6         3,181            1,880            10,246           16,027
Profit (loss) on sale of fixed assets and businesses
  or termination of operations - Note 7                   (893)             (38)            1,168              535
                                                      --------         --------          --------         --------
Replacement cost profit before interest
  and tax - Note 6                                       2,288            1,842            11,414           16,562
Inventory holding gains (losses) - Note 8                 (174)          (1,297)            1,129           (1,900)
                                                      --------         --------          --------         --------
Historical cost profit before interest and tax           2,114              545            12,543           14,662
Interest expense - Note 9                                  332              414             1,279            1,670
                                                      --------         --------          --------         --------
Profit before taxation                                   1,782              131            11,264           12,992
Taxation - Note 10                                       1,125              711             4,342            6,375
                                                      --------         --------          --------         --------
Profit (loss) after taxation                               657             (580)            6,922            6,617
Minority shareholders' interest                              6               23                77               61
                                                      --------         --------          --------         --------
Profit (loss) for the period (a)                           651             (603)            6,845            6,556
                                                      ========         ========          ========         ========
Earnings per ordinary share - cents (a)
     Basic                                                2.92            (2.67)            30.55            29.21
     Diluted                                              2.92            (2.64)            30.41            29.04
                                                      --------         --------          --------         --------
Earnings per American Depositary Share - cents (a)
     Basic                                               17.52           (16.02)           183.30           175.26
     Diluted                                             17.52           (15.84)           182.46           174.24
                                                      --------         --------          --------         --------

Average number of outstanding ordinary
shares (thousands)                                  22,351,122       22,396,315        22,397,126       22,435,737
                                                    ==========       ==========        ==========       ==========

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

(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 15

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



                                                                 December 31, 2002                       December 31, 2001
                                                            -----------------------                 -----------------------
                                                                                      ($ million)
Fixed assets
                                                                                                        
   Intangible assets                                                         15,566                                  16,489
   Tangible assets                                                           87,682                                  77,410
   Investments                                                               10,811                                  11,963
                                                                            -------                                 -------
                                                                            114,059                                 105,862
Current assets
   Inventories                                             10,181                                    7,631
   Receivables                                             33,150                                   26,669
   Investments                                                215                                      450
   Cash at bank and in hand                                 1,520                                    1,358
                                                          -------                                  -------
                                                           45,066                                   36,108
                                                          -------                                  -------

Current liabilities - falling due within one year
   Finance debt                                            10,086                                    9,090
   Accounts payable and accrued liabilities                36,215                                   28,524
                                                          -------                                  -------
                                                           46,301                                   37,614
                                                          -------                                  -------

Net current liabilities                                                      (1,235)                                 (1,506)
                                                                            -------                                 -------
Total assets less current liabilities                                       112,824                                 104,356

Noncurrent liabilities
   Finance debt                                            11,922                                   12,327
   Accounts payable and accrued liabilities                 3,455                                    3,086
   Provisions for liabilities and charges
      Deferred tax                                         13,514                                   11,702
      Other                                                13,886                                   11,482
                                                          -------                                  -------
                                                                             42,777                                  38,597
                                                                            -------                                 -------
Net assets                                                                   70,047                                  65,759
Minority shareholders' interest - equity                                        638                                     598
                                                                            -------                                 -------
BP shareholders' interest (a) - Note 14                                      69,409                                  65,161
                                                                            =======                                 =======

Represented by:
Capital shares
   Preference                                                                    21                                      21
   Ordinary                                                                   5,595                                   5,608
Paid-in surplus                                                               4,243                                   4,014
Merger reserve                                                               27,033                                  26,983
Retained earnings                                                            32,344                                  28,312
Other reserves                                                                  173                                     223
                                                                            -------                                 -------
                                                                             69,409                                  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 16

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



                                                                  Three months ended                     Year ended
                                                                      December 31                       December 31
                                                                      (Unaudited)
                                                                 2002             2001             2002             2001
                                                              ------------------------          ------------------------
                                                                                      ($ million)
                                                                                                      
Net cash inflow from operating activities                       6,197            5,547           19,342           22,409
                                                              -------          -------          -------          -------
Dividends from joint ventures                                      69               12              198              104
                                                              -------          -------          -------          -------
Dividends from associated undertakings                             65              104              368              528
                                                              -------          -------          -------          -------
Servicing of finance and returns on investments
Interest received                                                  63               83              231              256
Interest paid                                                    (335)            (229)          (1,204)          (1,282)
Dividends received                                                 38               35              102              132
Dividends paid to minority shareholders                           (11)             (38)             (40)             (54)
                                                              -------          -------          -------          -------
Net cash outflow from servicing of finance
and returns on investments                                       (245)            (149)            (911)            (948)
                                                              -------          -------          -------          -------
Taxation
UK corporation tax                                               (419)            (454)            (979)          (1,058)
Overseas tax                                                     (642)            (968)          (2,115)          (3,602)
                                                              -------          -------          -------          -------
Tax paid                                                       (1,061)          (1,422)          (3,094)          (4,660)
                                                              -------          -------          -------          -------

Capital expenditure
Payments for fixed assets                                      (3,544)          (3,688)         (12,116)         (12,214)
Proceeds from the sale of fixed assets                            726              615            2,470            2,365
                                                              -------          -------          -------          -------
Net cash outflow for capital expenditure                       (2,818)          (3,073)          (9,646)          (9,849)
                                                              -------          -------          -------          -------

Acquisitions and disposals
Investments in associated undertakings                           (215)            (179)            (971)            (586)
Proceeds from sale of investment in Ruhrgas                         -                -             2,338               -
Acquisitions, net of cash acquired                                (28)            (602)          (4,324)          (1,210)
Net investment in joint ventures                                 (217)            (220)            (354)            (497)
Proceeds from the sale of businesses                              304              231            1,974              538
                                                              -------          -------          -------          -------
Net cash outflow for acquisitions and disposals                  (156)            (770)          (1,337)          (1,755)
                                                              -------          -------          -------          -------
Equity dividends paid                                          (1,340)          (1,232)          (5,264)          (4,827)
                                                              -------          -------          -------          -------
Net cash inflow (outflow)                                         711             (983)            (344)           1,002
                                                              =======          =======          =======          =======

Financing                                                         304             (855)            (181)             972
Management of liquid resources                                    (56)             (65)            (220)            (211)
Increase (decrease) in cash                                       463              (63)              57              241
                                                              -------          -------          -------          -------
                                                                  711             (983)            (344)           1,002
                                                              =======          =======          =======          =======


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

(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
                CONSOLIDATED STATEMENT OF CASH FLOWS - concluded



                                                                            Three months ended                 Year ended
                                                                                December 31                    December 31
                                                                                (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                             2,114            545         12,543         14,662
Depreciation and amounts provided                                          2,515          2,457         10,401          8,858
Exploration expenditure written off                                          124             85            385            238
Share of profits of joint ventures and associated undertakings              (250)          (303)          (966)        (1,194)
Interest and other income                                                   (115)          (132)          (358)          (478)
(Profit) loss on sale of fixed assets and businesses                         895             36         (1,166)          (537)
Charge for provisions                                                        451            187          1,277          1,008
Utilization of provisions                                                   (424)          (221)        (1,427)        (1,119)
Decrease (increase) in stocks                                                (63)         1,368         (1,521)         1,490
Decrease (increase) in debtors                                              (269)         1,241         (2,672)         1,989
Increase (decrease) in creditors                                           1,219            284          2,846         (2,508)
                                                                         -------        -------        -------        -------
Net cash inflow from operating activities                                  6,197          5,547         19,342         22,409
                                                                         =======        =======        =======        =======
Financing
Long-term borrowing                                                         (651)          (267)        (3,707)        (1,296)
Repayments of long-term borrowing                                            905            434          2,369          2,602
Short-term borrowing                                                      (3,970)        (2,764)        (9,849)        (6,257)
Repayments of short-term borrowing                                         4,037          1,656         10,451          4,823
                                                                         -------        -------        -------        -------
                                                                             321           (941)          (736)          (128)

Issue of ordinary share capital                                              (17)           (13)          (195)          (181)
Repurchase of ordinary share capital                                           -             99            750          1,281
                                                                         -------        -------        -------        -------
Net cash (inflow) outflow from financing                                     304           (855)          (181)           972
                                                                         =======        =======        =======        =======


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

(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 18

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


1.   The financial  information  for the years ended  December 31, 2002 and 2001
     included in this Report has been extracted from BP's 2002 Annual Report and
     Accounts.  These  accounts were approved by a duly appointed and authorized
     committee of the Board of  Directors  at the Results  Committee on February
     11, 2003. The report of the auditors on those accounts was unqualified. The
     2002 Annual  Report and Accounts  will be published in mid-March 2003.  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  financial  statements  and notes
     included in this Report should be read in conjunction with the consolidated
     financial statements and related notes for the year ended December 31, 2001
     included in BP's Annual Report on Form 20-F filed with the  Securities  and
     Exchange Commission.

2.   Restatement of comparative information

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

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

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

     (b)  New accounting standard for deferred tax

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

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

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

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

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

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

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

Page 19

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


2. Restatement of comparative information - continued



Income statement                                                       Three months ended                   Year ended
                                                                        December 31, 2001                December 31, 2001
                                                                           (Unaudited)
                                                                     Restated       Reported         Restated         Reported
                                                                   -------------------------        --------------------------
                                                                             ($ million, except per share amounts)

                                                                                                           
Turnover                                                             37,114           37,114          175,389          175,389
Less: joint ventures                                                    297              297            1,171            1,171
                                                                   --------         --------         --------         --------
Group turnover                                                       36,817           36,817          174,218          174,218

Replacement cost of sales                                            31,899           31,872          147,001          146,893
Production taxes                                                        336              336            1,689            1,689
                                                                   --------         --------         --------         --------
Gross profit                                                          4,582            4,609           25,528           25,636
Distribution and administration expenses                              3,076            3,076           10,918           10,918
Exploration expense                                                     144              144              480              480
                                                                   --------         --------         --------         --------
                                                                      1,362            1,389           14,130           14,238
Other income                                                            208              208              694              694
                                                                   --------         --------         --------         --------
Group replacement cost operating profit                               1,570            1,597           14,824           14,932
Share of profits of joint ventures                                       91               91              443              443
Share of profits of associated undertakings                             219              219              760              760
                                                                   --------         --------         --------         --------
Total replacement cost operating profit (a)                           1,880            1,907           16,027           16,135
Profit (loss) on sale of fixed assets and
businesses or termination of operations                                 (38)             (38)             535              535
                                                                   --------         --------         --------         --------
Replacement cost profit before interest and tax                       1,842            1,869           16,562           16,670
Inventory holding gains (losses)                                     (1,297)          (1,297)          (1,900)          (1,900)
                                                                   --------         --------         --------         --------
Historical cost profit before interest and tax                          545              572           14,662           14,770
Interest expense                                                        414              414            1,670            1,670
                                                                   --------         --------         --------         --------
Profit before taxation                                                  131              158           12,992           13,100
Taxation                                                                711              537            6,375            5,017
                                                                   --------         --------         --------         --------
Profit (loss) after taxation                                           (580)            (379)           6,617            8,083
Minority shareholders' interest                                          23               26               61               73
                                                                   --------         --------         --------         --------
Profit (loss) for the period                                           (603)            (405)           6,556            8,010
                                                                   --------         --------         --------         --------
Distribution to shareholders                                          1,289            1,289            4,935            4,935
                                                                   --------         --------         --------         --------
Earnings per ordinary share - cents
Basic                                                                 (2.67)           (1.78)           29.21            35.70
Diluted                                                               (2.64)           (1.76)           29.04            35.48
                                                                   ========         ========         ========         ========
--------
(a) Total replacement cost operating profit, by business
Exploration and Production                                            1,641            1,655           12,361           12,417
Gas, Power and Renewables                                               102              106              488              521
Refining and Marketing                                                  379              392            3,573            3,625
Chemicals                                                               (67)             (67)             128              128
Other businesses and corporate                                         (175)            (179)            (523)            (556)
                                                                   --------         --------         --------         --------
                                                                      1,880            1,907           16,027           16,135
                                                                   ========         ========         ========         ========


Page 20

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



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 - equity                                           598                    627
                                                                                 --------               --------
   BP shareholders' interest                                                       65,161                 74,367
                                                                                 ========               ========




                                                                  Three months ended                      Year ended
                                                                     December 31                          December 31
                                                                     (Unaudited)
                                                                2002              2001              2002              2001
                                                             -------------------------           -------------------------
                                                                                      ($ million)
                                                                                                       
3    Turnover
     By business
     Exploration and Production                                7,356             5,336            25,753            28,229
     Gas, Power and Renewables                                12,041             7,522            37,357            39,442
     Refining and Marketing                                   33,443            26,528           125,836           120,233
     Chemicals                                                 3,118             2,481            13,064            11,515
     Other businesses and corporate                              131               146               510               549
                                                             -------           -------           -------           -------
                                                              56,089            42,013           202,520           199,968
     Less: sales between businesses                            6,367             5,196            23,799            25,750
                                                             -------           -------           -------           -------
     Group excluding joint ventures                           49,722            36,817           178,721           174,218
     Sales of joint ventures                                     413               297             1,465             1,171
                                                             -------           -------           -------           -------
                                                              50,135            37,114           180,186           175,389
                                                             =======           =======           =======           =======

     By geographical area
     UK                                                       13,084            11,432            48,748            47,618
     Rest of Europe                                           11,720             8,657            46,518            36,701
     USA                                                      22,573            16,039            80,381            84,696
     Rest of World                                            10,845             7,285            34,401            33,911
                                                             -------           -------           -------           -------
                                                              58,222            43,413           210,048           202,926
     Less: sales between areas                                 8,500             6,596            31,327            28,708
                                                             -------           -------           -------           -------
                                                              49,722            36,817           178,721           174,218
                                                             =======           =======           =======           =======




Page 21

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




                                                              Three months ended                      Year ended
                                                                  December 31                         December 31
                                                                  (Unaudited)
                                                             2002              2001              2002              2001
                                                             ----------------------              ----------------------
                                                                                   ($ million)
                                                                                                       
4    Production taxes
     UK petroleum revenue tax                                  64               147               309               600
     Overseas production taxes                                298               189               965             1,089
                                                            -----             -----             -----             -----
                                                              362               336             1,274             1,689
                                                            =====             =====             =====             =====
5    Exploration expense
     Exploration and Production
         UK                                                     1                 9                27                14
         Rest of Europe                                         6                 7                47                22
         USA                                                   30                82               258               256
         Rest of World                                        142                46               312               188
                                                            -----             -----             -----             -----
                                                              179               144               644               480
                                                            =====             =====             =====             =====


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                      Year ended
                                                                     December 31                         December 31
                                                                     (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                               (1,133)              (85)             (726)              195
     Gas, Power and Renewables                                   (33)                1             1,551               -
     Refining and Marketing                                      365                18               613               471
     Chemicals                                                  (122)             (130)             (256)             (297)
     Other businesses and corporate                               30               158               (14)              166
                                                              ------            ------            ------            ------
     Exceptional items before taxation                          (893)              (38)            1,168               535
     Taxation charge                                              21                26              (125)             (370)
                                                              ------            ------            ------            ------
     Exceptional items after taxation                           (872)              (12)            1,043               165
                                                              ======            ======            ======            ======


Page 22

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



                                                                         Three months ended                    Year ended
                                                                            December 31                        December 31
                                                                            (Unaudited)
                                                                        2002             2001             2002             2001
                                                                      -----------------------           -----------------------
                                                                                             ($ million)
                                                                                                                 
8.   Inventory holding gains (losses)
     Exploration and Production                                           (2)              (5)               3               (6)
     Gas, Power and Renewables                                            41              (20)              51              (81)
     Refining and Marketing                                             (201)          (1,138)           1,049           (1,583)
     Chemicals                                                           (12)            (134)              26             (230)
                                                                      ------           ------           ------           ------
                                                                        (174)          (1,297)           1,129           (1,900)
     Minority shareholders' interest                                     -                -                 25              -
                                                                      ------           ------           ------           ------
                                                                        (174)          (1,297)           1,104           (1,900)
                                                                      ======           ======           ======           ======

9    Interest expense
     Group interest payable (a)                                          248              286            1,026            1,308
     Capitalized                                                         (33)              (7)            (100)             (81)
                                                                      ------           ------           ------           ------
                                                                         215              279              926            1,227
     Joint ventures                                                       14               21               58               70
     Associated undertakings                                              19               26               83              135
     Unwinding of discount on provisions                                  42               46              170              196
     Change in discount rate for provisions                               42               42               42               42
                                                                      ------           ------           ------           ------
                                                                         332              414            1,279            1,670
                                                                      ======           ======           ======           ======
------

(a)  Includes charges relating to the early redemption of debt            15                -               15               62
                                                                      ------           ------           ------           ------

10.  Charge for taxation
     Current                                                           1,112              550            3,148            5,131
     Deferred (a)                                                         13              161            1,194            1,244
                                                                      ------           ------           ------           ------
                                                                       1,125              711            4,342            6,375
                                                                      ======           ======           ======           ======
     United Kingdom                                                      366              174            1,436              940
     Overseas                                                            759              537            2,906            5,435
                                                                      ------           ------           ------           ------
                                                                       1,125              711            4,342            6,375
                                                                      ======           ======           ======           ======
------

(a)  Includes the adjustment to the North Sea deferred tax
     balance for the supplementary UK corporation tax of 10%               -                -              355                -
                                                                      ------           ------           ------           ------

11.  Reconciliation of replacement cost results
     Historical cost profit (loss) for the period                        651             (603)           6,845            6,556
     Inventory holding (gains) losses (a)                                174            1,297           (1,104)           1,900
                                                                      ------           ------           ------           ------
     Replacement cost profit for the period                              825              694            5,741            8,456
     Exceptional items (b)                                               872               12           (1,043)            (165)
                                                                      ------           ------           ------           ------
     Replacement cost profit before exceptional items                  1,697              706            4,698            8,291
                                                                      ------           ------           ------           ------
     Earnings per ordinary share - cents
     On replacement cost profit before exceptional items                7.58             3.17            20.97            36.95
                                                                      ======           ======           ======           ======

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

(a)  Net of minority shareholders' interest
(b)  Net of tax charge


Page 23

                           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 December 31, 2002
Group turnover
-   third parties                           2,232       11,690      32,604       3,065         131              -  49,722
-   sales between businesses                5,124          351         839          53           -         (6,367)      -
                                      -----------   ----------   ---------   ---------  ----------   ------------  ------
                                            7,356       12,041      33,443       3,118         131         (6,367) 49,722
                                      -----------   ----------   ---------   ---------  ----------   ------------  ------

Share of sales by joint ventures              161            -         101         151           -              -     413
                                      -----------   ----------   ---------   ---------  ----------   ------------  ------
Equity accounted income                       185            2          39           8          10              -     244
                                      -----------   ----------   ---------   ---------  ----------   ------------  ------

Total replacement cost
operating profit (loss)                     3,248           72         (36)        104        (207)             -   3,181
Exceptional items                          (1,133)         (33)        365        (122)         30              -    (893)
Inventory holding gains
(losses)                                       (2)          41        (201)        (12)          -              -    (174)
                                      -----------   ----------   ---------   ---------  ----------   ------------  ------
Historical cost profit (loss)
before interest and tax                     2,113           80         128         (30)       (177)             -    2,114
                                      -----------   ----------   ---------   ---------  ----------   ------------  ------
Capital expenditure and
acquisitions                                2,573          123       1,046         285          61              -   4,088

Three months
ended December 31, 2001
Group turnover
-   third parties                           1,519        6,834      25,888       2,430         146              -  36,817
-   sales between businesses                3,817          688         640          51           -         (5,196)      -
                                      -----------   ----------   ---------   ---------  ----------   ------------  ------
                                            5,336        7,522      26,528       2,481         146         (5,196) 36,817
                                      -----------   ----------   ---------   ---------  ----------   ------------  ------

Share of sales by joint ventures              123            -          73         101           -              -     297
                                      -----------   ----------   ---------   ---------  ----------   ------------  ------
Equity accounted income                       118           72          96           7          17              -     310
                                      -----------   ----------   ---------   ---------  ----------   ------------  ------

Total replacement cost
operating profit (loss)                     1,641          102         379         (67)       (175)             -   1,880
Exceptional items                             (85)           1          18        (130)        158              -     (38)
Inventory holding gains
(losses)                                       (5)         (20)     (1,138)       (134)          -              -  (1,297)
                                      -----------   ----------   ---------   ---------  ----------   ------------  ------
Historical cost profit (loss)
before interest and tax                     1,551           83        (741)       (331)        (17)             -     545
                                      -----------   ----------   ---------   ---------  ----------   ------------  ------
Capital expenditure and
acquisitions                                2,153          301       1,116         594         264              -   4,428


Page 24

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


12. Business and geographical analysis - continued




                                                               Rest of              Rest of
By geographical area                                      UK    Europe        USA     World     Eliminations      Total
                                                     -------  --------    -------   -------     ------------    -------
                                                                               ($ million)
                                                                                               
Three months ended December 31, 2002
Group turnover   -third parties                        9,175     9,814     21,871     8,862                -     49,722
                 -sales between areas                  3,909     1,906        702     1,983           (8,500)         -
                                                     -------  --------    -------   -------     ------------    -------
                                                      13,084    11,720     22,573    10,845           (8,500)    49,722
                                                     -------  --------    -------   -------     ------------    -------

Share of sales by joint ventures                          22       110         55       226                -        413
                                                     -------  --------    -------   -------     ------------    -------
Equity accounted income                                   (1)       (7)        34       218                -        244
                                                     -------  --------    -------   -------     ------------    -------

Total replacement cost operating profit                  793       171        957     1,260                -      3,181
Exceptional items                                        (37)      180       (776)     (260)               -       (893)
Inventory holding gains (losses)                         (13)      (27)      (164)       30                -       (174)
                                                     -------  --------    -------   -------     ------------    -------
Historical cost profit before interest and tax           743       324         17     1,030                -      2,114
                                                     -------  --------    -------   -------     ------------    -------

Capital expenditure and acquisitions                     434       398      1,708     1,548                -      4,088

Three months ended December 31, 2001
Group turnover   -third parties                        7,983     7,073     15,985     5,776                -     36,817
                 -sales between areas                  3,449     1,584         54     1,509           (6,596)         -
                                                     -------  --------    -------   -------     ------------    -------
                                                      11,432     8,657     16,039     7,285           (6,596)    36,817
                                                     -------  --------    -------   -------     ------------    -------

Share of sales by joint ventures                          13        30         82       172                -        297
                                                     -------  --------    -------   -------     ------------    -------
Equity accounted income                                    6        73         87       144                -        310
                                                     -------  --------    -------   -------     ------------    -------

Total replacement cost operating profit                  375       388        216       901                -      1,880
Exceptional items                                       (241)       40        (75)      238                -        (38)
Inventory holding gains (losses)                        (127)     (338)      (638)     (194)               -     (1,297)
                                                     -------  --------    -------   -------     ------------    -------
Historical cost profit before interest and tax             7        90       (497)      945                -        545
                                                     -------  --------    -------   -------     ------------    -------

Capital expenditure and acquisitions                     745       709      1,758     1,216                -      4,428






Page 25

                           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)
                                                                                                    
Year ended December 31, 2002
Group turnover
-   third parties                           7,197        36,037      122,470       12,507          510               -   178,721
-   sales between businesses               18,556         1,320        3,366          557            -         (23,799)        -
                                      -----------    ----------    ---------    ---------   ----------    ------------   -------
                                           25,753        37,357      125,836       13,064          510         (23,799)  178,721
                                      -----------    ----------    ---------    ---------   ----------    ------------   -------

Share of sales by joint ventures              539             -          415          511            -               -     1,465
                                      -----------    ----------    ---------    ---------   ----------    ------------   -------
Equity accounted income                       611           107          204          (12)          52               -       962
                                      -----------    ----------    ---------    ---------   ----------    ------------   -------

Total replacement cost
operating profit (loss)                     9,206           354          872          515         (701)              -    10,246
Exceptional items                            (726)        1,551          613         (256)         (14)              -     1,168
Inventory holding gains
(losses)                                        3            51        1,049           26            -               -     1,129
                                      -----------    ----------    ---------    ---------   ----------    ------------   -------
Historical cost profit (loss)
before interest and tax                     8,483         1,956        2,534          285         (715)              -    12,543
                                      -----------    ----------    ---------    ---------   ----------    ------------   -------
Capital expenditure and
acquisitions                                9,699           408        7,753          823          428               -    19,111

Year ended December 31, 2001
Group turnover
-   third parties                           8,569        36,488      117,330       11,282          549               -   174,218
-   sales between businesses               19,660         2,954        2,903          233            -         (25,750)        -
                                      -----------    ----------    ---------    ---------   ----------    ------------   -------
                                           28,229        39,442      120,233       11,515          549         (25,750)  174,218
                                      -----------    ----------    ---------    ---------   ----------    ------------   -------

Share of sales by joint ventures              666             -          404          101            -               -     1,171
                                      -----------    ----------    ---------    ---------   ----------    ------------   -------
Equity accounted income                       559           184          278          107           75               -     1,203
                                      -----------    ----------    ---------    ---------   ----------    ------------   -------

Total replacement cost
operating profit (loss)                    12,361           488        3,573          128         (523)              -    16,027
Exceptional items                             195             -          471         (297)         166               -       535
Inventory holding gains
(losses)                                       (6)          (81)      (1,583)        (230)           -               -    (1,900)
                                      -----------    ----------    ---------    ---------   ----------    ------------   -------
Historical cost profit (loss)
before interest and tax                    12,550           407        2,461         (399)        (357)              -    14,662
                                      -----------    ----------    ---------    ---------   ----------    ------------   -------
Capital expenditure and
acquisitions                                8,861           492        2,415        1,926          430               -    14,124







Page 26

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


12. Business and geographical analysis - concluded





                                                               Rest of              Rest of
By geographical area                                      UK    Europe        USA     World     Eliminations      Total
                                                     -------  --------    -------   -------     ------------    -------
                                                                               ($ million)
                                                                                               
Year ended December 31, 2002
Group turnover   - third parties                      34,075    38,538     78,282    27,826                -    178,721
                 - sales between areas                14,673     7,980      2,099     6,575          (31,327)         -
                                                     -------  --------    -------   -------     ------------    -------
                                                      48,748    46,518     80,381    34,401          (31,327)   178,721
                                                     -------  --------    -------   -------     ------------    -------

Share of sales by joint ventures                         129       298        236       802                -      1,465
                                                     -------  --------    -------   -------     ------------    -------
Equity accounted income                                   (5)      131        225       611                -        962
                                                     -------  --------    -------   -------     ------------    -------

Total replacement cost operating profit                1,696     1,703      2,890     3,957                -     10,246
Exceptional items                                        (88)    1,817       (242)     (319)               -      1,168
Inventory holding gains (losses)                          88       283        640       118                -      1,129
                                                     -------  --------    -------   -------     ------------    -------
Historical  cost profit  before  interest and tax      1,696     3,803      3,288     3,756                -     12,543
                                                     -------  --------    -------   -------     ------------    -------

Capital expenditure and acquisitions                   1,637     6,556      6,095     4,823                -     19,111

Year ended December 31, 2001
Group turnover   - third parties                      34,151    29,098     83,757    27,212                -    174,218
                 - sales between areas                13,467     7,603        939     6,699          (28,708)         -
                                                     -------  --------    -------   -------     ------------    -------
                                                      47,618    36,701     84,696    33,911          (28,708)   174,218
                                                     -------  --------    -------   -------     ------------    -------

Share of sales by joint ventures                          13        30        318       810                -      1,171
                                                     -------  --------    -------   -------     ------------    -------
Equity accounted income                                   11       235        309       648                -      1,203
                                                     -------  --------    -------   -------     ------------    -------

Total replacement cost operating profit                2,668     1,814      6,941     4,604                -     16,027
Exceptional items                                       (319)       33        289       532                -        535
Inventory holding gains (losses)                        (225)     (444)    (1,014)     (217)               -     (1,900)
                                                     -------  --------    -------   -------     ------------    -------
Historical  cost profit  before  interest and tax      2,124     1,403      6,216     4,919                -     14,662
                                                     -------  --------    -------   -------     ------------    -------

Capital expenditure and acquisitions                   2,128     1,787      6,160     4,049                -     14,124






Page 27

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




                                                              Three months ended               Year ended
                                                                 December 31                   December 31
                                                                 (Unaudited)
                                                              2002            2001           2002           2001
                                                           -----------------------        ----------------------
                                                                                ($ million)
                                                                                              
13.  Analysis of changes in net debt
     Opening balance
     Finance debt                                           22,276          20,474         21,417         21,190
     Less:   Cash                                            1,005           1,438          1,358          1,170
             Current asset investments                         285             519            450            661
                                                           -------         -------        -------        -------
     Opening net debt                                       20,986          18,517         19,609         19,359
                                                           -------         -------        -------        -------
     Closing balance
     Finance debt                                           22,008          21,417         22,008         21,417
     Less:   Cash                                            1,520           1,358          1,520          1,358
             Current asset investments                         215             450            215            450
                                                           -------         -------        -------        -------
     Closing net debt                                       20,273          19,609         20,273         19,609
                                                           -------         -------        -------        -------
     (Increase) decrease in net debt                           713          (1,092)          (664)          (250)
                                                           =======         =======        =======        =======

     Movement in cash/bank overdrafts                          463             (63)            57            241
     (Decrease) increase in current asset investments          (56)            (66)          (220)          (211)
     Net cash (inflow) outflow from financing
     (excluding share capital)                                 321            (941)          (736)          (128)
     Partnership interests exchanged for BP loan notes           -               -          1,135              -
     Other movements                                            19             (16)            76            (36)
     Debt acquired                                              (3)             (8)        (1,002)           (55)
                                                           -------         -------        -------        -------
     Movements in net debt before exchange effects             744          (1,094)          (690)          (189)
     Exchange adjustments                                      (31)              2             26            (61)
                                                           -------         -------        -------        -------
     (Increase) decrease in net debt                           713          (1,092)          (664)          (250)
                                                           =======         =======        =======        =======




14.  Movement in BP shareholders' interest


                                                                                              $ million
                                                                                              
     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 year                                                                          6,845
     Distribution to shareholders                                                                (5,375)
     Currency translation differences                                                             3,333
     Issue of ordinary share capital for employee share schemes                                     195
     Repurchase of ordinary share capital                                                          (750)
                                                                                                 ------
     Balance at December 31, 2002                                                                69,409
                                                                                                 ======




Page 28

                           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  joint  ventures  and  associated  undertakings.  In
          addition  the Group's  share of 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 December 31, 2002
                                                                                          (Unaudited)
                                                                       ------------------------------------------------
                                                                             As                                 US GAAP
     Increase (decrease) in caption heading                            Reported    Reclassification        Presentation
                                                                       ------------------------------------------------
                                                                                          ($ million)
                                                                                                           
     Consolidated statement of income
     Other income                                                           218                 142                 360
     Share of profits of JVs and associated undertakings                    244                (244)                  -
     Exceptional items before taxation                                     (893)                 (2)               (895)
     Inventory holding gains (losses)                                      (174)                 (4)               (178)
     Interest expense                                                       332                 (33)                299
     Taxation                                                             1,125                 (75)              1,050
     Profit for the period                                                  651                   -                 651





                                                                                   Year ended December 31, 2002
                                                                       ------------------------------------------------
                                                                             As                                 US GAAP
                                                                       Reported    Reclassification        Presentation
                                                                       ------------------------------------------------
                                                                                         ($ million)
                                                                                                        
     Consolidated statement of income
     Other income                                                           641                 563               1,204
     Share of profits of JVs and associated undertakings                    962                (962)                  -
     Exceptional items before taxation                                    1,168                  (2)              1,166
     Inventory holding gains (losses)                                     1,129                  (2)              1,127
     Interest expense                                                     1,279                (141)              1,138
     Taxation                                                             4,342                (262)              4,080
     Profit for the year                                                  6,845                   -               6,845


Page 29

                           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 December 31, 2001
                                                                                            (Unaudited)
                                                                       ------------------------------------------------
                                                                             As                                 US GAAP
                                                                       Reported    Reclassification        Presentation
                                                                       ------------------------------------------------
                                                                                            ($ million)
                                                                                                           
     Consolidated statement of income
     Other income                                                           208                 168                 376
     Share of profits of JVs and associated undertakings                    310                (310)                  -
     Exceptional items before taxation                                      (38)                  1                 (37)
     Inventory holding gains (losses)                                    (1,297)                  6              (1,291)
     Interest expense                                                       414                 (47)                367
     Taxation                                                               711                 (88)                623
     Profit for the period                                                 (603)                  -                (603)




                                                                                   Year ended December 31, 2001
                                                                       ------------------------------------------------
                                                                             As                                 US GAAP
                                                                       Reported    Reclassification        Presentation
                                                                       ------------------------------------------------
                                                                                           ($ million)
                                                                                                         
     Consolidated statement of income
     Other income                                                           694                 692               1,386
     Share of profits of JVs and associated undertakings                  1,203              (1,203)                  -
     Exceptional items before taxation                                      535                   2                 537
     Inventory holding gains (losses)                                    (1,900)                  7              (1,893)
     Interest expense                                                     1,670                (205)              1,465
     Taxation                                                             6,375                (297)              6,078
     Profit for the year                                                  6,556                   -               6,556


     (ii) Income statement

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

Page 30

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


15.  US generally accepted accounting principles - continued

     (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
          termination of operations and fundamental restructuring charges. Under
          US GAAP these items are classified as operating income or expenses.

     (iv) Deferred taxation/business combinations

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

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



                                                          Three months ended                   Year ended
                                                             December 31                      December 31
         Increase (decrease) in caption heading              (Unaudited)
                                                         2002              2001           2002              2001
                                                       ------------------------         ------------------------
                                                                             ($ million)
                                                                                               
         Replacement cost of sales                        182               245            852             1,091
         Taxation                                         (42)              913           (537)             (276)
         Profit for the period                           (140)           (1,158)          (315)             (815)
                                                       ======            ======         ======            ======




                                                                                        At                 At
                                                                                   December 31,      December 31,
                                                                                      2002               2001
                                                                                   -----------        ------------
                                                                                            ($ million)
                                                                                                     
         Tangible assets                                                                7,408               7,032
         Deferred taxation                                                              7,486               6,789
         BP shareholders' interest                                                        (78)                243
                                                                                 ============        ============


Page 31

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

15.  US generally accepted accounting principles - continued

     (v)  Provisions

          UK  GAAP  requires  provisions  for   decommissioning,   environmental
          liabilities  and onerous  contracts to be  determined  on a discounted
          basis if the effect of the time value of money is material.  Unwinding
          of 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  period  and to BP  shareholders'
          interest to accord with US GAAP are summarized below.



                                                          Three months ended                   Year ended
                                                             December 31                      December 31
         Increase (decrease) in caption heading              (Unaudited)
                                                         2002              2001           2002              2001
                                                       ------------------------        -------------------------
                                                                             ($ million)
                                                                                                 
         Replacement cost of sales                        164               270            334               523
         Interest expense                                 (84)              (88)          (212)             (238)
         Taxation                                        (106)              (35)          (130)             (103)
         Profit for the period                             26              (147)             8              (182)
                                                       ======            ======        =======            ======





                                                                                        At                 At
                                                                                   December 31,      December 31,
                                                                                      2002               2001
                                                                                   -----------        ------------
                                                                                            ($ million)
                                                                                                     
         Tangible assets                                                                (1,297)               (785)
         Provisions                                                                        412                 780
         Deferred taxation                                                                (621)               (511)
         BP shareholders' interest                                                      (1,088)             (1,054)
                                                                                        ======               s=====


     (vi) Impairment

          Both  UK and US  GAAP  require  that  long-lived  assets  and  certain
          identifiable  intangibles to be held and used by an entity be reviewed
          for impairment  whenever events or changes in  circumstances  indicate
          that the carrying amount of an asset may not be  recoverable.  US GAAP
          requires,  in performing the review for recoverability,  the entity to
          estimate the future cash flows  expected to result from the use of the
          asset and its eventual disposition.  If the sum of the expected future
          cash flows  (undiscounted  and without interest  charges) is less than
          the carrying  amount of the asset,  an impairment  loss is recognized.
          Otherwise,  no  impairment  loss  is  recognized.  Measurement  of  an
          impairment  loss for long-lived  assets and  identifiable  intangibles
          that an entity  expects  to hold and use is based on the fair value of
          the assets.

          For UK GAAP  to the  extent  that  the  carrying  amount  exceeds  the
          recoverable  amount,  that is the higher of net  realizable  value and
          value in use (fair  value)  the  fixed  asset is  written  down to its
          recoverable amount.

          UK  GAAP  permits  assets  and  liabilities  acquired  on  a  business
          combination  to be  revised  in the year  following  that in which the
          acquisition was made. US GAAP does not permit such adjustments.

          In 2001 a revision of $911  million to the  previously  reported  fair
          values for tangible fixed assets  relating to the 2000  acquisition of
          Atlantic  Richfield Company (ARCO) under UK GAAP has been reflected as
          a  charge  for  impairment  under  US GAAP.

Page 32


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

15.  US generally accepted accounting principles - continued

    (vi)  Impairment (concluded)

          The  adjustments  to profit for the period to accord  with US GAAP are
          shown  below.  There is no impact on BP  shareholders'  interest.  The
          consequential Balance Sheet adjustments are reflected in (iv) Deferred
          Taxation/Business Combinations and (viii) Goodwill.



                                                          Three months ended                   Year ended
                                                             December 31                      December 31
         Increase (decrease) in caption heading              (Unaudited)
                                                         2002              2001           2002              2001
                                                       ------------------------        -------------------------
                                                                             ($ million)
                                                                                                 
         Replacement cost of sales                          -             1,150              -             1,150
         Taxation                                           -              (239)             -              (239)
         Profit for the period                              -              (911)             -              (911)
                                                       ======            ======        =======            ======

     (vii)Sale and leaseback

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

          A provision was  recognized  under UK GAAP in 1999 to cover the likely
          shortfall  on  rental  income  from   subletting  the  Chicago  office
          building. As the original sale and leaseback was not treated as a sale
          for US GAAP the  provision  has been  reversed  for US GAAP. A further
          provision has been  recognized  in 2002 under UK GAAP,  which has also
          been reversed for US GAAP.

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

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



                                                          Three months ended                   Year ended
                                                             December 31                      December 31
         Increase (decrease) in caption heading              (Unaudited)
                                                         2002              2001           2002              2001
                                                     -----------------------------    -----------------------------
                                                                             ($ million)
                                                                                                  
         Replacement cost of sales                          4                 6            (40)               51
         Taxation                                           -               (13)            16               (15)
         Profit for the period                             (4)                7             24               (36)
                                                     ===========       ===========    ===========       ===========




                                                                                        At                 At
                                                                                   December 31,      December 31,
                                                                                      2002               2001
                                                                                   -----------        ------------
                                                                                            ($ million)
                                                                                                        
         Tangible assets                                                                   161                171
         Other accounts payable and accrued liabilities                                     27                 30
         Provisions                                                                       (117)               (65)
         Finance debt                                                                      413                413
         Deferred taxation                                                                 (56)               (73)
         BP shareholders' interest                                                        (106)              (134)
                                                                                  ============       ============



Page 33

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

15.  US generally accepted accounting principles - continued

     (viii)Goodwill and intangible assets

          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.

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


                                                          Three months ended                   Year ended
                                                             December 31                      December 31
          Increase (decrease) in caption heading             (Unaudited)
                                                         2002              2001           2002              2001
                                                     --------------------------       --------------------------
                                                                             ($ million)
                                                                                                  
          Replacement cost of sales                      (325)              (15)        (1,302)              (60)
          Taxation                                          -                 -              -                 -
          Profit for the period                           325                15          1,302                60
                                                     ========           =======    ===========       ===========



                                                                                        At                 At
                                                                                   December 31,      December 31,
                                                                                      2002               2001
                                                                                   -----------        ------------
                                                                                            ($ million)
                                                                                                    
          Intangible assets                                                                (84)           (1,414)
          Deferred taxation                                                                  -                 -
          BP shareholders' interest                                                        (84)           (1,414)
                                                                                   ===========       ============


          Profit for the period,  as  adjusted  to accord with US GAAP,  for the
          three month and twelve month periods ended December 31, 2001, adjusted
          to exclude amortization of goodwill no longer being amortized pursuant
          to SFAS 142 is shown below.


                                                                  Three months ended              Year ended
                                                                   December 31, 2001          December 31, 2001
                                                                      (Unaudited)
                                                                  ------------------          -----------------
                                                                                   ($ million)
                                                                                                
         (Loss) profit for the period applicable
            to ordinary shares as adjusted to accord
            with US GAAP, as reported                                    (2,775)                      4,162
         Add back goodwill amortization                                     312                       1,228
                                                                         ------                      ------
         (Loss) profit for the period as adjusted to accord
           with US GAAP, as adjusted                                     (2,463)                      5,390
                                                                         ------                      ------
         Per ordinary share - cents
              Basic - as reported                                        (12.39)                      18.55
              Adjustment                                                   1.39                        5.47
                                                                         ------                      ------
              Basic - as adjusted                                        (11.00)                      24.02
                                                                         ------                      ------
              Diluted - as reported                                      (12.32)                      18.44
              Adjustment                                                   1.39                        5.44
                                                                         ------                      ------
              Diluted - as adjusted                                      (10.93)                      23.88
                                                                         ------                      ------
         Per American Depositary Share - cents
              Basic - as reported                                        (74.34)                     111.30
              Adjustment                                                   8.34                       32.82
                                                                         ------                      ------
              Basic - as adjusted                                        (66.00)                     144.12
                                                                         ------                      ------
              Diluted - as reported                                      (73.92)                     110.64
              Adjustment                                                   8.34                       32.64
                                                                         ------                      ------
              Diluted - as adjusted                                      (65.58)                     143.28
                                                                         ------                      ------


Page 34

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

15.  US generally accepted accounting principles - continued

    (viii)Goodwill and intangible assets (concluded)

          Changes to  exploration  expenditure,  goodwill  and other  intangible
          assets,  as  adjusted  to accord  with US GAAP,  during the year ended
          December 31, 2002 are shown below.


                                                   Exploration                         Other
                                                   expenditure       Goodwill    intangibles          Total
                                                   -----------       --------    -----------       --------
                                                                        ($ million)
                                                                                     
         Net book amount
         At January 1, 2002                              5,334          9,453            588         15,375
         Amortization expense                             (385)             -           (189)          (574)
         Acquisitions                                        -            545              -            545
         Other movements                                    (5)           356             89            440
                                                       -------        -------        -------        -------
         At December 31, 2002                            4,944         10,354            488         15,786
                                                       =======        =======        =======        =======

          Amortization  expense relating to other  intangibles is expected to be
          in the range $100-$200 million in each of the succeeding five years.

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

     (ix) Derivative financial instruments and hedging activities

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

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

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

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

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

          In October 2002, the FASB Emerging  Issues Task Force (EITF) reached a
          consensus  with  regards to EITF Issue No. 02-3,  'Issues  Involved in
          Accounting for Contracts  Under EITF Issue No. 98-10  "Accounting  for
          Contracts Involved in Energy Trading and Risk Management  Activities"'
          (EITF  02-3).  Under  this  consensus  trading  inventories  should be
          recorded  on the balance  sheet at  historical  cost.  The Group marks
          trading  inventories to market at the balance sheet date. Thus a UK/US
          GAAP  difference  arises which impacts both profit for the year and BP
          shareholders' interest due to the difference in inventory valuations.

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

Page 35

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


15.  US generally accepted accounting principles - continued

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



                                                          Three months ended                   Year ended
                                                              December 31                      December 31
         Increase (decrease) in caption heading               (Unaudited)
                                                         2002              2001           2002              2001
                                                     -----------------------------    -----------------------------
                                                                             ($ million)
                                                                                                 
         Replacement cost of sales                         54               210           (842)              481
         Taxation                                         (30)              (73)           302              (168)
         Profit for the period before cumulative
         effect of accounting change                      (24)             (137)           540              (313)
         Cumulative effect of accounting
         change, net of taxation                            -                 -              -              (362)
         Profit for the period                            (24)             (137)           540              (675)
                                                       ======            ======         ======            ======




                                                                                        At                 At
                                                                                   December 31,      December 31,
                                                                                      2002               2001
                                                                                   -----------        ------------
                                                                                            ($ million)
                                                                                                    
         Inventories                                                                      (209)                 -
         Accounts payable and accrued liabilities                                          (13)             1,038
         Deferred taxation                                                                 (61)              (363)
         BP shareholders' interest                                                        (135)              (675)
                                                                                       =======            =======

     (x)  Gain arising on asset exchange

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

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



                                                          Three months ended                   Year ended
                                                             December 31                      December 31
         Increase (decrease) in caption heading              (Unaudited)
                                                         2002              2001           2002              2001
                                                     -----------------------------    -----------------------------
                                                                             ($ million)
                                                                                                 
         Profit (loss) on sale of fixed assets and
           businesses or termination of operations          -               242              -               242
         Replacement cost of sales                          6                 -             27                 -
         Taxation                                          (2)               85             (9)               85
         Profit for the period                             (4)              157            (18)              157
                                                     ===========       ===========    ===========       ===========




                                                                                        At                 At
                                                                                   December 31,      December 31,
                                                                                      2002               2001
                                                                                   -----------        ------------
                                                                                            ($ million)
                                                                                                    
         Intangible assets                                                                167                188
         Accounts payable and accrued liabilities                                         (52)               (54)
         Deferred taxation                                                                 77                 85
         BP shareholders' interest                                                        142                157
                                                                                  ===========        ===========


Page 36

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


15.  US generally accepted accounting principles - continued

     (xi) Ordinary shares held for future awards to employees

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

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



                                                                                        At                 At
                                                                                   December 31,       December 31,
         Increase (decrease) in caption heading                                       2002               2001
                                                                                  ------------        ------------
                                                                                            ($ million)
                                                                                                        
         Fixed assets - Investments                                                       (159)               (266)
         BP shareholders' interest                                                        (159)               (266)
                                                                                  ============        ============


     (xii)Dividends

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

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



                                                                                        At                At
                                                                                   December 31,      December 31,
         Increase (decrease) in caption heading                                        2002              2001
                                                                                   -----------       ------------
                                                                                            ($ million)
                                                                                                     
         Other accounts payable and accrued liabilities                                 (1,398)            (1,288)
         BP shareholders' interest                                                       1,398              1,288
                                                                                   ===========       ============


     (xiii)Investments

          Under UK GAAP certain of the Group's equity  investments  are reported
          as either fixed asset or current 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
                                                                                 December 31,        December 31,
         Increase (decrease) in caption heading                                      2002               2001
                                                                                 ------------        -----------
                                                                                            ($ million)
                                                                                                        
         Fixed assets - Investments                                                        52                 (3)
         Deferred taxation                                                                 18                 (1)
         BP shareholders' interest                                                         34                 (2)
                                                                                 ============        ===========


Page 37

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

15.  US generally accepted accounting principles - continued

     (xiv)Additional minimum pension liability

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

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



                                                                                      At                  At
                                                                                 December 31,        December 31,
         Increase (decrease) in caption heading                                      2002                2001
                                                                                 -------------       ------------
                                                                                            ($ million)
                                                                                                        
         Intangible assets                                                                 137                112
         Other receivables falling due after more than one year                         (1,211)            (1,015)
         Noncurrent liabilities - accounts payable accrued liabilities                   2,459                548
         Deferred taxation                                                              (1,247)              (509)
         BP shareholders' interest                                                      (2,286)              (942)
                                                                                      ===========        ===========


Page 38

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


15.  US generally accepted accounting principles - continued

     The following is a summary of the  adjustments to profit for the period 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               Year ended
                                                                                    December 31                   December 31
                                                                                    (Unaudited)
                                                                                 2002          2001(a)       2002           2001(a)
                                                                               --------------------        ---------------------
                                                                                                   ($ million)
                                                                                                              
     Profit as reported in the consolidated statement of income                   651          (603)        6,845         6,556

     Adjustments:
                                                                               ------        ------        ------        ------
     Deferred taxation/business combinations (iv)                                (140)       (1,158)         (315)         (815)
     Provisions (v)                                                                26          (147)            8          (182)
     Impairment (vi)                                                                -          (911)            -          (911)
     Sale and leaseback (vii)                                                      (4)            7            24           (36)
     Goodwill (viii)                                                              325            15         1,302            60
     Derivative financial instruments (ix)                                        (24)         (137)          540          (313)
     Gain arising on asset exchange (x)                                            (4)          157           (18)          157
     Other                                                                          3             3            11            10
                                                                               ------        ------        ------        ------
                                                                                  182        (2,171)        1,552        (2,030)
                                                                               ------        ------        ------        ------
     Profit (loss) for the period before cumulative effect of
     accounting change as adjusted to accord with US GAAP                         833        (2,774)        8,397         4,526

     Cumulative effect of accounting change:
         Derivative financial instruments (ix)                                      -             -             -          (362)
                                                                               ------        ------        ------        ------
     Profit (loss) for the period as adjusted to accord with US GAAP              833        (2,774)        8,397         4,164
     Dividend requirements on preference shares                                     1             1             2             2
     Profit (loss) for the period applicable to ordinary shares as
       adjusted to accord with US GAAP                                            832        (2,775)        8,395         4,162
                                                                               ======        ======        ======        ======

     Profit for the period as adjusted:
     Per ordinary share - cents
         Basic - before cumulative effect of accounting change                   3.72        (12.39)        37.48         20.16
         Cumulative effect of accounting change                                     -             -             -         (1.61)
                                                                               ------        ------        ------        ------
                                                                                 3.72        (12.39)        37.48         18.55
                                                                               ------        ------        ------        ------
         Diluted - before cumulative effect of accounting change                 3.71        (12.32)        37.30         20.04
         Cumulative effect of accounting change                                     -             -             -         (1.60)
                                                                               ------        ------        ------        ------
                                                                                 3.71        (12.32)        37.30         18.44
                                                                               ------        ------        ------        ------
     Per American Depositary Share - cents (b)
         Basic - before cumulative effect of accounting change                  22.32        (74.34)       224.88        120.96
         Cumulative effect of accounting change                                     -             -             -         (9.66)
                                                                               ------        ------        ------        ------
                                                                                22.32        (74.34)       224.88        111.30
                                                                               ------        ------        ------        ------
         Diluted - before cumulative effect of
         accounting change                                                      22.26        (73.92)       223.80        120.24
         Cumulative effect of accounting change                                     -             -             -         (9.60)
                                                                               ------        ------        ------        ------
                                                                                22.26        (73.92)       223.80        110.64
                                                                               ------        ------        ------        ------


Page 39

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


15.  US generally accepted accounting principles - continued



   BP shareholders' interest              December 31, 2002   December 31, 2001 (a)
                                          --------------------------------------
                                                         ($ million)
                                                                   
     BP shareholders' interest as reported
     in the consolidated balance sheet               69,409            65,161

     Adjustments:
       Deferred taxation/business combinations (iv)     (78)              243
       Provisions (v)                                (1,088)           (1,054)
       Sale and leaseback (vii)                        (106)             (134)
       Goodwill (viii)                                  (84)           (1,414)
       Derivative financial instruments (ix)           (135)             (675)
       Gain arising on asset exchange (x)               142               157
       Ordinary shares held for future
         awards to employees (xi)                      (159)             (266)
       Dividends (xii)                                1,398             1,288
       Investments (xiii)                                34                (2)
       Additional minimum pension liability (xiv)    (2,286)             (942)
       Other                                            (48)              (40)
                                                    -------           -------
                                                     (2,410)           (2,839)
                                                    -------           -------
     BP shareholders' interest as adjusted
     to accord with US GAAP                          66,999            62,322
                                                    =======           =======

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

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

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

     Earnings per share

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



                                           Three months ended          Year ended
                                              December 31              December 31
                                              (Unaudited)
                                           2002         2001         2002         2001
                                     ------------------------  -----------------------
                                                     (shares thousands)
                                                               
     Weighted average number
       of ordinary shares            22,351,122   22,396,315  22,397,126    22,435,737
     Ordinary shares issuable under
       employee share schemes            72,071      120,044     107,322       137,988
                                     ----------   ----------  ----------    ----------
                                     22,423,193   22,516,359  22,504,448    22,573,725
                                     ==========   ==========  ==========    ==========



Page 40

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

15.  US generally accepted accounting principles - continued

     Comprehensive income

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



                                                                                 Three months ended               Year ended
                                                                                    December 31                   December 31
                                                                                    (Unaudited)
                                                                                 2002          2001          2002           2001
                                                                               --------------------        ---------------------
                                                                                                   ($ million)
                                                                                                               
     Profit (loss) for the period as adjusted to accord
     with US GAAP                                                                833        (2,774)         8,397         4,164
     Currency translation differences                                          1,469          (316)         3,333          (908)
     Derivative financial instruments                                              -            (8)             -             -
     Net unrealized gain (loss) on investments                                   (76)           36             36           110
     Additional minimum pension liability                                     (1,344)         (797)        (1,344)         (797)
                                                                               ------        ------        ------        ------
     Comprehensive income                                                        882        (3,859)        10,422         2,569
                                                                               ======        ======        ======        ======


     Accumulated  other  comprehensive  income at December 31, 2002 and December
     31,  2001  comprised   losses  of  $3,709   million  and  $5,734   million,
     respectively.

     Consolidated statement of cash flows

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

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

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


Page 41

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

15.  US generally accepted accounting principles - continued

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



                                                                         Three months ended              Year ended
                                                                             December 31                 December 31
                                                                            (Unaudited)
                                                                         2002          2001          2002          2001
                                                                        --------------------        ---------------------
                                                                                           ($ million)
                                                                                                       
     Operating activities
     Profit after taxation                                               657           (580)        6,922         6,617
     Adjustments to reconcile profits after tax to
     net cash provided by operating activities
     Depreciation and amounts provided                                 2,515          2,457        10,401         8,858
     Exploration expenditure written off                                 124             85           385           238
     Share of profits of joint ventures and associated
     undertakings less dividends received                                 (8)           (52)            3           (60)
     (Profit) loss on sale of businesses and fixed assets                895             36        (1,166)         (537)
     Working capital movement (a)                                        907          2,087        (1,416)        1,319
     Deferred taxation                                                    13            161         1,194         1,244
     Other                                                               (33)           (58)         (280)         (111)
                                                                      ------         ------        ------        ------
     Net cash provided by operating activities                         5,070          4,136        16,043        17,568
                                                                      ------         ------        ------        ------

     Investing activities
     Capital expenditures                                             (3,577)        (3,695)      (12,216)      (12,295)
     Acquisitions, net of cash acquired                                  (28)          (602)       (4,324)       (1,210)
     Investment in associated undertakings                              (215)          (179)         (971)         (586)
     Net investment in joint ventures                                   (217)          (220)         (354)         (497)
     Proceeds from disposal of assets                                  1,030            846         6,782         2,903
                                                                      ------         ------        ------        ------
     Net cash used in investing activities                            (3,007)        (3,850)      (11,083)      (11,685)
                                                                      ------         ------        ------        ------

     Financing activities
     Proceeds from shares issued (repurchased)                            17            (86)         (555)       (1,100)
     Proceeds from long-term financing                                   651            267         3,707         1,296
     Repayments of long-term financing                                  (905)          (434)       (2,369)       (2,602)
     Net decrease (increase) in short-term debt                          (67)         1,108          (602)        1,434
     Dividends paid   -    BP Shareholders                            (1,340)        (1,232)       (5,264)       (4,827)
                      -    Minority shareholders                         (11)           (38)          (40)          (54)
                                                                      ------         ------        ------        ------
     Net cash used in financing activities                            (1,655)          (415)       (5,123)       (5,853)
                                                                      ------         ------        ------        ------
     Currency translation differences relating to cash
     and cash equivalents                                                 37            (20)           90           (53)
                                                                      ------         ------        ------        ------
     Increase (decrease) in cash and cash equivalents                    445           (149)          (73)          (23)
     Cash and cash equivalents at beginning of period                  1,290          1,957         1,808         1,831
                                                                      ------         ------        ------        ------
     Cash and cash equivalents at end of period                        1,735          1,808         1,735         1,808
                                                                      ======         ======        ======        ======

     (a)  Working capital:
     Inventories (increase) decrease                                     (63)         1,368        (1,521)        1,490
     Receivables (increase) decrease                                    (271)         1,202        (2,750)        1,905
     Current liabilities - excluding finance debt
       increase (decrease)                                             1,241           (483)        2,855        (2,076)
                                                                      ------         ------        ------        ------
                                                                         907          2,087        (1,416)        1,319
                                                                      ======         ======        ======        ======




Page 42

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


15.  US generally accepted accounting principles - continued

     Impact of new US accounting standards

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

     The adoption of SFAS 141 and SFAS 144 had no impact on profit,  as adjusted
     to accord with US GAAP,  for the three  months and year ended  December 31,
     2002 or on BP shareholders'  interest,  as adjusted to accord with US GAAP,
     at December 31, 2002.

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

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

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

     Contracts involved in energy trading activities:  In October 2002, the FASB
     Emerging  Issues Task Force (EITF) reached a consensus which rescinded EITF
     Issue No. 98-10,  `Accounting for Contracts  Involved in Energy Trading and
     Risk Management  Activities'  (EITF 98-10).  As a result of this consensus,
     all  energy-related,  non-derivative  contracts  (such  as  transportation,
     storage,   tolling,  and  requirements  contracts  that  do  not  meet  the
     definition of a derivative) and trading  inventories that are accounted for
     at fair value  pursuant  to EITF 98-10 will no longer be  accounted  for at
     fair value upon application of the consensus.  Rather,  such contracts will
     be accounted for as executory contacts on an accruals basis.

     The consensus is applicable  for all contracts  executed  after October 25,
     2002.  Application of the consensus to contracts  existing prior to October
     26, 2002 is required to be accounted for as a cumulative effect of a change
     in accounting  principle effective for periods beginning after December 15,
     2002.

     For BP's reporting under UK GAAP,  energy-related  non-derivative contracts
     associated  with  trading  activities  are marked to market  with gains and
     losses  recognized  in the  income  statement.



Page 43

                           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 (concluded)

     Stock-based  compensation:  In December 2002, the FASB issued  Statement of
     Financial   Accounting   Standards  No.  148  "Accounting  for  Stock-Based
     Compensation - Transition and Disclosure"  (SFAS 148). SFAS 148 amends SFAS
     123 to permit  alternative  methods of transition for adopting a fair value
     based  method of  accounting  for  stock-based  employee  compensation.  As
     required by UK GAAP,  the Group uses the intrinsic  value method to account
     for stock-based employee compensation.

     Guarantees:  In November 2002, the FASB issued FASB  Interpretation  No. 45
     "Guarantor's   Accounting  and  Disclosure   Requirements  for  Guarantees,
     Including  Indirect  Guarantees of Indebtedness of Others"  (Interpretation
     45).  Interpretation 45 elaborates on existing disclosure  requirements for
     guarantees and clarifies that a guarantor is required to recognize,  at the
     inception of a guarantee,  a liability for the fair value of the obligation
     undertaken  in  issuing  the  guarantee.   The  initial   recognition   and
     measurement provisions of Interpretation 45 apply on a prospective basis to
     guarantees issued or modified after December 31, 2002.

     Consolidation:  In January 2003, the FASB issued FASB Interpretation No. 46
     "Consolidation  of  Variable  Interest   Entities"   (Interpretation   46).
     Interpretation  46  clarifies  the  application  of existing  consolidation
     requirements to entities where a controlling financial interest is achieved
     through   arrangements  that  do  not  involve  voting   interests.   Under
     Interpretation  46, a variable interest entity is consolidated if a company
     is  subject to a majority  of the risk of loss from the  variable  interest
     entity's  activities  or  entitled  to receive a majority  of the  entity's
     residual  returns.  Interpretation 46 applies to variable interest entities
     created or acquired after January 31, 2003. For variable  interest entities
     existing at January 31, 2003, Interpretation 46 is effective for accounting
     periods beginning after June 15, 2003.

     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.

     In November 2002, the UK Accounting  Standards Board issued an amendment to
     FRS 17, which defers full adoption until January 1, 2005.

     Impact of International accounting standards

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

16.  Condensed consolidating information

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

Page 44

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


16. Condensed consolidating information - continued



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

Three months ended December 31, 2002
Turnover                                            627               -           50,135                 (627)     50,135
Less: Joint ventures                                  -               -              413                    -         413
                                                 ------          ------           ------               ------      ------
Group turnover                                      627               -           49,722                 (627)     49,722
Replacement cost of sales                           412               -           43,198                 (752)     42,858
Production taxes                                     53               -              309                    -         362
                                                 ------          ------           ------               ------      ------

Gross profit                                        162               -            6,215                  125       6,502
Distribution and administration expenses             12             594            2,998                    -       3,604
Exploration expense                                   2               -              161                   16         179
                                                 ------          ------           ------               ------      ------
                                                    148            (594)           3,056                  109       2,719
Other income                                          5             252              192                 (231)        218
                                                 ------          ------           ------               ------      ------
Group replacement cost operating profit             153            (342)           3,248                 (122)      2,937
Share of profits of joint ventures                    -               -               83                    -          83
Share of profits of associated undertakings           -               -              161                    -         161
Equity accounted income of subsidiaries             138           3,623                -               (3,761)          -
                                                 ------          ------           ------               ------      ------
Total replacement cost operating profit             291           3,281            3,492               (3,883)      3,181
Profit (loss) on sale of fixed assets
  and businesses or termination of operations        (4)           (813)            (889)                 813        (893)
                                                 ------          ------           ------               ------      ------
Replacement cost profit before
  interest and tax                                  287           2,468            2,603               (3,070)      2,288
Inventory holding gains (losses)                      -            (174)            (174)                 174        (174)
                                                 ------          ------           ------               ------      ------
Historical cost profit before
  interest and tax                                  287           2,294            2,429               (2,896)      2,114
Interest expense                                     30             438              426                 (562)        332
                                                 ------          ------           ------               ------      ------
Profit before taxation                              257           1,856            2,003               (2,334)      1,782
Taxation                                            112           1,125            1,047               (1,159)      1,125
                                                 ------          ------           ------               ------      ------
Profit after taxation                               145             731              956               (1,175)        657
Minority shareholders' interest                       -               -                6                    -           6
                                                 ------          ------           ------               ------      ------
Profit for the period                               145             731              950               (1,175)        651
                                                 ======          ======           ======               ======      ======



Page 45

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


16.  Condensed consolidating information - continued

Income statement (continued)

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



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Three months ended December 31, 2002

Profit as reported                                  145             731              950               (1,175)        651
Adjustments:
   Deferred taxation/business combinations          (32)           (140)            (119)                 151        (140)
   Provisions                                       (10)             26               36                  (26)         26
   Sale and leaseback                                 -              (4)              (4)                   4          (4)
   Goodwill                                           -             325              325                 (325)        325
   Derivative financial instruments                 (50)            (24)             (24)                  74         (24)
   Gain arising on asset exchange                     -              (4)              (4)                   4          (4)
   Other                                              -               3                3                   (3)          3
                                                 ------          ------           ------               ------      ------
Profit for the period as adjusted
  to accord with US GAAP                             53             913            1,163               (1,296)        833
                                                 ======          ======           ======               ======      ======







Page 46

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


16.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement (continued)                 Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Three months ended December 31, 2001
Turnover                                            491               -           37,114                 (491)     37,114
Less: Joint ventures                                  -               -              297                    -         297
                                                 ------          ------           ------               ------      ------
Group turnover                                      491               -           36,817                 (491)     36,817
Replacement cost of sales                           218               -           32,276                 (595)     31,899
Production taxes                                     39               -              297                    -         336
                                                 ------          ------           ------               ------      ------
Gross profit                                        234               -            4,244                  104       4,582
Distribution and administration expenses              5             731            2,340                    -       3,076
Exploration expense                                  38               -              106                    -         144
                                                 ------          ------           ------               ------      ------
                                                    191            (731)           1,798                  104       1,362
Other income                                          1             296              183                 (272)        208
                                                 ------          ------           ------               ------      ------
Group replacement cost operating profit             192            (435)           1,981                 (168)      1,570
Share of profits of joint ventures                    -               -               91                    -          91
Share of profits of associated undertakings           -               -              219                    -         219
Equity accounted income of subsidiaries             (58)          2,458                -               (2,400)          -
                                                 ------          ------           ------               ------      ------
Total replacement cost operating profit             134           2,023            2,291               (2,568)      1,880
Profit (loss) on sale of fixed assets
  and businesses or termination of operations         -             (40)             186                 (184)        (38)
                                                 ------          ------           ------               ------      ------
Replacement cost profit before
  interest and tax                                  134           1,983            2,477               (2,752)      1,842
Inventory holding gains (losses)                      1          (1,297)          (1,297)               1,296      (1,297)
                                                 ------          ------           ------               ------      ------
Historical cost profit before
  interest and tax                                  135             686            1,180               (1,456)        545
Interest expense                                     74             578              577                 (815)        414
                                                 ------          ------           ------               ------      ------
Profit before taxation                               61             108              603                 (641)        131
Taxation                                            115             711              704                 (819)        711
                                                 ------          ------           ------               ------      ------
Loss after taxation                                 (54)           (603)            (101)                 178        (580)
Minority shareholders' interest                       -               -               23                    -          23
                                                 ------          ------           ------               ------      ------
Loss for the period                                 (54)           (603)            (124)                 178        (603)
                                                 ======          ======           ======               ======      ======



Page 47

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


16.  Condensed consolidating information - continued

Income statement (continued)

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



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Three months ended December 31, 2001
Loss as reported                                    (54)           (603)            (124)                 178        (603)
Adjustments:
   Deferred taxation/business combinations          (80)         (1,158)          (1,172)               1,252      (1,158)
   Provisions                                        (2)           (147)            (147)                 149        (147)
   Impairment                                         -            (911)            (911)                 911        (911)
   Sale and leaseback                                 -               7                7                   (7)          7
   Goodwill                                           -              15               15                  (15)         15
   Derivative financial instruments                   -            (137)            (137)                 137        (137)
   Gain arising on asset exchange                     -             157              157                 (157)        157
   Other                                              -               3                3                   (3)          3
                                                 ------          ------           ------               ------      ------
Loss for the period as adjusted
  to accord with US GAAP                           (136)         (2,774)          (2,309)               2,445      (2,774)
                                                 ======          ======           ======               ======      ======





Page 48

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

16.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement (continued)                 Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Year ended December 31, 2002
Turnover                                          2,356               -          180,122               (2,292)    180,186
Less: Joint ventures                                  -               -            1,465                    -       1,465
                                                 ------          ------           ------               ------      ------
Group turnover                                    2,356               -          178,657               (2,292)    178,721
Replacement cost of sales                         1,459               -          156,516               (2,447)    155,528
Production taxes                                    199               -            1,075                    -       1,274
                                                 ------          ------           ------               ------      ------
Gross profit                                        698               -           21,066                  155      21,919
Distribution and administration expenses             12             997           11,623                    -      12,632
Exploration expense                                  18               -              610                   16         644
                                                 ------          ------           ------               ------      ------
                                                    668            (997)           8,833                  139       8,643
Other income                                         31             752              446                 (588)        641
                                                 ------          ------           ------               ------      ------
Group replacement cost operating profit             699            (245)           9,279                 (449)      9,284
Share of profits of joint ventures                    -               -              346                    -         346
Share of profits of associated undertakings           -               -              616                    -         616
Equity accounted income of subsidiaries             283          10,847                -              (11,130)          -
                                                 ------          ------           ------               ------      ------
Total replacement cost operating profit             982          10,602           10,241              (11,579)     10,246
Profit (loss) on sale of fixed assets
  and businesses or termination of operations        (4)          2,085            1,984               (2,897)      1,168
                                                 ------          ------           ------               ------      ------
Replacement cost profit before
  interest and tax                                  978          12,687           12,225              (14,476)     11,414
Inventory holding gains (losses)                      9           1,129            1,129               (1,138)      1,129
                                                 ------          ------           ------               ------      ------
Historical cost profit before
  interest and tax                                  987          13,816           13,354              (15,614)     12,543
Interest expense                                     93           1,712            1,602               (2,128)      1,279
                                                 ------          ------           ------               ------      ------
Profit before taxation                              894          12,104           11,752              (13,486)     11,264
Taxation                                            344           4,342            4,065               (4,409)      4,342
                                                 ------          ------           ------               ------      ------
Profit after taxation                               550           7,762            7,687               (9,077)      6,922
Minority shareholders' interest                       -               -               77                    -          77
                                                 ------          ------           ------               ------      ------
Profit for the year                                 550           7,762            7,610               (9,077)      6,845
                                                 ======          ======           ======               ======      ======



Page 49

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


16. Condensed consolidating information - continued

Income statement (continued)

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


                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Year ended December 31, 2002

Profit as reported                                  550           7,762            7,610               (9,077)      6,845
Adjustments:
   Deferred taxation/business combinations         (129)           (315)            (232)                 361        (315)
   Provisions                                        (1)              8                9                   (8)          8
   Sale and leaseback                                 -              24               24                  (24)         24
   Goodwill                                           -           1,302            1,302               (1,302)      1,302
   Derivative financial instruments                 (50)            540              540                 (490)        540
   Gain arising on asset exchange                     -             (18)             (18)                  18         (18)
   Other                                              -              11               11                  (11)         11
                                                 ------          ------           ------               ------      ------
Profit for the year as adjusted
  to accord with US GAAP                            370           9,314            9,246              (10,533)      8,397
                                                 ======          ======           ======               ======      ======





Page 50

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


16. Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement (continued)                 Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Year ended December 31, 2001
Turnover                                          1,919               -          175,389               (1,919)    175,389
Less: Joint ventures                                  -               -            1,171                    -       1,171
                                                 ------          ------           ------               ------      ------
Group turnover                                    1,919               -          174,218               (1,919)    174,218
Replacement cost of sales                           971               -          148,077               (2,047)    147,001
Production taxes                                    192               -            1,497                    -       1,689
                                                 ------          ------           ------               ------      ------
Gross profit                                        756               -           24,644                  128      25,528
Distribution and administration expenses              5             846           10,067                    -      10,918
Exploration expense                                  55               -              425                    -         480
                                                 ------          ------           ------               ------      ------
                                                    696            (846)          14,152                  128      14,130
Other income                                          1           1,365              668               (1,340)        694
                                                 ------          ------           ------               ------      ------
Group replacement cost operating profit             697             519           14,820               (1,212)     14,824
Share of profits of joint ventures                    -               -              443                    -         443
Share of profits of associated undertakings           -               -              760                    -         760
Equity accounted income of subsidiaries             552          16,665                -              (17,217)          -
                                                 ------          ------           ------               ------      ------
Total replacement cost operating profit           1,249          17,184           16,023              (18,429)     16,027
Profit (loss) on sale of fixed assets
  and businesses or termination of operations         1             533              758                 (757)        535
                                                 ------          ------           ------               ------      ------
Replacement cost profit before
  interest and tax                                1,250          17,717           16,781              (19,186)     16,562
Inventory holding gains (losses)                    (11)         (1,900)          (1,900)               1,911      (1,900)
                                                 ------          ------           ------               ------      ------
Historical cost profit before
  interest and tax                                1,239          15,817           14,881              (17,275)     14,662
Interest expense                                    101           2,886            2,901               (4,218)      1,670
                                                 ------          ------           ------               ------      ------
Profit before taxation                            1,138          12,931           11,980              (13,057)     12,992
Taxation                                            478           6,375            6,285               (6,763)      6,375
                                                 ------          ------           ------               ------      ------
Profit after taxation                               660           6,556            5,695               (6,294)      6,617
Minority shareholders' interest                       -               -               61                    -          61
                                                 ------          ------           ------               ------      ------
Profit for the year                                 660           6,556            5,634               (6,294)      6,556
                                                 ======          ======           ======               ======      ======






Page 51

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

16.  Condensed consolidating information - continued

Income statement (concluded)

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



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Year ended December 31, 2001
Profit as reported                                  660           6,556           5,634                (6,294)      6,556
Adjustments:
   Deferred taxation/business combinations          (60)           (815)           (850)                  910        (815)
   Provisions                                        (5)           (182)           (179)                  184        (182)
   Impairment                                         -            (911)           (911)                  911        (911)
   Sale and leaseback                                 -             (36)            (36)                   36         (36)
   Goodwill                                           -              60              60                   (60)         60
   Derivative financial instruments                   -            (313)           (313)                  313        (313)
   Gain arising on asset exchange                     -             157              157                 (157)        157
   Other                                              -              10               10                  (10)         10
                                                 ------          ------           ------               ------      ------
Profit for the year before cumulative
  effect of accounting change as adjusted
  to accord with US GAAP                            595           4,526            3,572               (4,167)      4,526
Cumulative effect of accounting change:
  Derivative financial instruments                    -            (362)            (362)                 362        (362)
                                                 ------          ------           ------               ------      ------
Profit for the year as adjusted
  to accord with US GAAP                            595           4,164            3,210               (3,805)      4,164
                                                 ======          ======           ======               ======      ======






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                                Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
At December 31, 2002
Fixed assets
Intangible assets                                   427               -           15,139                    -      15,566
Tangible assets                                   6,405               -           81,277                    -      87,682
Investments
   Joint ventures                                     -               -            4,031                    -       4,031
   Associated undertakings                            -               3            4,623                    -       4,626
   Subsidiaries - equity accounted basis          2,561          91,939                -              (94,500)          -
   Other                                              -             159            1,995                    -       2,154
                                                 ------          ------           ------               ------      ------
                                                  2,561          92,101           10,649              (94,500)     10,811
                                                 ------          ------           ------               ------      ------
Total fixed assets                                9,393          92,101          107,065              (94,500)    114,059
                                                 ------          ------           ------               ------      ------
Current assets
Inventories                                         102               -           10,079                    -      10,181
Receivables                                      18,169          13,581           51,022              (49,622)     33,150
Investments                                           -               -              215                    -         215
Cash at bank and in hand                            (11)              1            1,530                    -       1,520
                                                 ------          ------           ------               ------      ------
                                                 18,260          13,582           62,846              (49,622)     45,066
                                                 ------          ------           ------               ------      ------
Current liabilities - falling due within
  one year
Finance debt                                      1,768               -           10,031               (1,713)     10,086
Accounts payable and accrued liabilities          1,129           9,906           35,369              (10,189)     36,215
                                                 ------          ------           ------               ------      ------
Net current assets (liabilities)                 15,363           3,676           17,446              (37,720)     (1,235)
                                                 ------          ------           ------               ------      ------
Total assets less current liabilities            24,756          95,777          124,511             (132,220)    112,824
Noncurrent liabilities
Finance debt                                          -               -           11,922                    -      11,922
Accounts payable and accrued liabilities         10,586              98           30,491              (37,720)      3,455
Provisions for liabilities and charges
Deferred taxation                                 1,686               -           11,828                    -      13,514
Other provisions                                    489             142           13,255                    -      13,886
                                                 ------          ------           ------               ------      ------
Net assets                                       11,995          95,537           57,015              (94,500)     70,047
Minority shareholders' interest - equity              -               -              638                    -         638
                                                 ------          ------           ------               ------      ------
BP shareholders' interest                        11,995          95,537           56,377              (94,500)     69,409
                                                 ======          ======           ======               ======      ======





Page 53

                           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, 2002
Capital and reserves
Capital shares                                    1,903           5,616                -               (1,903)      5,616
Paid-in surplus                                   3,145           4,243                -               (3,145)      4,243
Merger reserve                                        -          26,336              697                    -      27,033
Other reserves                                        -             173                -                    -         173
Retained earnings                                 6,947          59,169           55,680              (89,452)     32,344
                                                 ------          ------           ------               ------      ------
                                                 11,995          95,537           56,377              (94,500)     69,409
                                                 ======          ======           ======               ======      ======



     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
Balance sheet (continued)                    Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Shareholders' interest as reported               11,995          95,537           56,377              (94,500)     69,409
Adjustments:
   Deferred taxation/business combinations           74             (78)            (152)                  78         (78)
   Provisions                                      (190)         (1,088)            (902)               1,092      (1,088)
   Sale and leaseback                                 -            (106)            (106)                 106        (106)
   Goodwill                                           -             (84)             (84)                  84         (84)
   Derivative financial instruments                  50            (135)            (135)                  85        (135)
   Gain arising on asset exchange                     -             142              142                 (142)        142
   Ordinary shares held for future
     awards to employees                              -            (159)               -                    -        (159)
   Quarterly dividend                                 -           1,398                -                    -       1,398
   Investments                                        -              34               34                  (34)         34
   Additional minimum pension liability               -          (2,286)          (2,286)               2,286      (2,286)
   Other                                              -             (48)             (48)                  48         (48)
                                                 ------          ------           ------               ------      ------
Shareholders' interest as adjusted
  to accord with US GAAP                         11,929          93,127           52,840              (90,897)     66,999
                                                 ======          ======           ======               ======      ======





Page 54

                           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
   Joint ventures                                     -               -            3,861                    -       3,861
   Associated undertakings                            -               3            5,480                    -       5,483
   Subsidiaries - equity accounted basis          1,846          76,877                -              (78,723)          -
   Other                                              -             266            2,353                    -       2,619
                                                 ------          ------           ------               ------      ------
                                                  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 - equity              -               -              598                    -         598
                                                 ------          ------           ------               ------      ------
BP shareholders' interest                        10,628          90,372           41,146              (76,985)     65,161
                                                 ======          ======           ======               ======      ======





Page 55

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

16. Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
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 56

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


16.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
Cash flow statement (continued)             (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Three months ended December 31, 2002
Net cash inflow (outflow) from
  operating activities                              423           5,668            5,400               (5,294)     6,197
Dividends from joint ventures                         -               -               69                    -         69
Dividends from associated undertakings                -               -               65                    -         65
Dividends from subsidiaries                           -             761                -                 (761)         -
Net cash inflow (outflow) from servicing of
  finance and returns on investments                (28)             46             (263)                   -       (245)
Tax (paid) refund                                     -               -           (1,061)                   -     (1,061)
Net cash inflow (outflow) for capital
  expenditure and financial investment             (670)            144           (2,292)                   -     (2,818)
Net cash inflow (outflow) for acquisitions
  and disposals                                       -          (5,294)            (156)               5,294       (156)
Equity dividends paid                                 -          (1,340)            (761)                 761     (1,340)
                                                 ------          ------           ------               ------      ------
Net cash inflow (outflow)                          (275)            (15)           1,001                    -        711
                                                 ======          ======           ======               ======      ======
Financing                                          (275)            (13)             592                    -        304
Management of liquid resources                        -               -              (56)                   -        (56)
Increase (decrease) in cash                           -              (2)             465                    -        463
                                                 ------          ------           ------               ------      ------
                                                   (275)            (15)           1,001                    -         711
                                                 ======          ======           ======               ======      ======


     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                              422           6,475            4,210               (6,037)      5,070
Net cash provided by (used in)
  investing activities                             (670)         (5,150)          (2,448)               5,261      (3,007)
Net cash provided by (used in)
  financing activities                              248          (1,327)          (1,352)                 776      (1,655)
Currency translation differences relating to
  cash and cash equivalents                           -               -               37                    -          37
                                                 ------          ------           ------               ------      ------
Increase (decrease) in cash and cash
  equivalents                                         -              (2)             447                    -         445
Cash and cash equivalents at beginning
  of period                                         (11)              3            1,298                    -       1,290
                                                 ------          ------           ------               ------      ------
Cash and cash equivalents at end
  of period                                         (11)              1            1,745                    -       1,735
                                                 ======          ======           ======               ======      ======




Page 57

                           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)
                                                                                                  
Three months ended December 31, 2001
Net cash inflow (outflow) from
  operating activities                              241           2,712            5,572               (2,978)      5,547
Dividends from joint ventures                         -               -               12                    -          12
Dividends from associated undertakings                -               -              104                    -         104
Dividends from subsidiaries                           -           1,424                -               (1,424)          -
Net cash inflow (outflow) from servicing of
  finance and returns on investments                  -             166             (315)                   -        (149)
Tax (paid) refund                                     -               -           (1,422)                   -      (1,422)
Net cash inflow (outflow) for capital
  expenditure and financial investment           (1,272)             (7)          (1,794)                   -      (3,073)
Net cash inflow (outflow) for acquisitions
  and disposals                                       -          (2,978)            (770)               2,978        (770)
Equity dividends paid                                 -          (1,232)          (1,424)               1,424      (1,232)
                                                 ------          ------           ------               ------      ------
Net cash inflow (outflow)                        (1,031)             85              (37)                   -        (983)
                                                 ======          ======           ======               ======      ======

Financing                                        (1,002)             82               65                    -        (855)

Management of liquid resources                        -               -              (65)                   -         (65)

Increase (decrease) in cash                         (29)              3              (37)                   -         (63)
                                                 ------          ------           ------               ------      ------
                                                 (1,031)             85              (37)                   -        (983)
                                                 ======          ======           ======               ======      ======


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



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
Cash flow statement (concluded)             (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Net cash provided by (used in)
  operating activities                              241           4,303            3,950               (4,358)      4,136
Net cash provided by (used in)
  investing activities                           (1,272)         (2,985)          (2,564)               2,971      (3,850)
Net cash provided by (used in)
  financing activities                            1,002          (1,315)          (1,489)               1,387        (415)
Currency translation differences relating to
  cash and cash equivalents                           -               -              (20)                   -         (20)
                                                 ------          ------           ------               ------      ------
Increase (decrease) in cash and cash
  equivalents                                       (29)              3             (123)                   -        (149)
Cash and cash equivalents at beginning
  of period                                           -               -            1,957                    -       1,957
                                                 ------          ------           ------               ------      ------
Cash and cash equivalents at end
  of period                                         (29)              3            1,834                    -       1,808
                                                 ======          ======           ======               ======      ======





Page 58

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


16.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
Cash flow statement                         (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Year ended December 31, 2002
Net cash inflow (outflow) from
  operating activities                            1,357           9,108           13,308              (4,431)     19,342
Dividends from joint ventures                         -               -              198                   -         198
Dividends from associated undertakings                -               -              368                   -         368
Dividends from subsidiaries                          26             761                -                (787)          -
Net cash inflow (outflow) from servicing of
  finance and returns on investments                (28)            235           (1,118)                  -        (911)
Tax (paid) refund                                   (75)             (2)          (3,017)                  -      (3,094)
Net cash inflow (outflow) for capital
  expenditure and financial investment           (1,097)            151           (8,700)                  -      (9,646)
Net cash inflow (outflow) for acquisitions
  and disposals                                       -          (4,431)          (1,337)               4,431      (1,337)
Equity dividends paid                                 -          (5,264)            (787)                 787      (5,264)
                                                 ------          ------           ------               ------      ------
Net cash inflow (outflow)                           183             558           (1,085)                   -        (344)
                                                 ======          ======           ======               ======      ======
Financing                                           165             560             (906)                   -        (181)
Management of liquid resources                        -               -             (220)                   -        (220)
Increase (decrease) in cash                          18              (2)              41                    -          57
                                                 ------          ------           ------               ------      ------
                                                    183             558           (1,085)                   -        (344)
                                                 ======          ======           ======               ======      ======



     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                            1,307          10,102            9,753               (5,119)     16,043
Net cash provided by (used in)
  investing activities                           (1,097)         (4,279)         (10,052)               4,345     (11,083)
Net cash provided by (used in)
  financing activities                             (192)         (5,825)             120                  774      (5,123)
Currency translation differences relating to
  cash and cash equivalents                           -               -               90                    -          90
                                                 ------          ------           ------               ------      ------
Increase (decrease) in cash and cash
  equivalents                                        18              (2)             (89)                   -         (73)
Cash and cash equivalents at beginning
  of period                                         (29)              3            1,834                    -       1,808
                                                 ------          ------           ------               ------      ------
Cash and cash equivalents at end
  of period                                         (11)              1            1,745                    -       1,735
                                                 ======          ======           ======               ======      ======




Page 59


                           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)
                                                                                                  
Year ended December 31, 2001
Net cash inflow (outflow) from
  operating activities                              956           6,199           18,249               (2,995)     22,409
Dividends from joint ventures                         -               -              104                    -         104
Dividends from associated undertakings                -               -              528                    -         528
Dividends from subsidiaries                           -           1,537                -               (1,537)          -
Net cash inflow (outflow) from servicing of
  finance and returns on investments                  -           1,218           (2,166)                   -        (948)
Tax (paid) refund                                  (345)             (1)          (4,314)                   -      (4,660)
Net cash inflow (outflow) for capital
  expenditure and financial investment           (1,870)            (33)          (7,946)                   -      (9,849)
Net cash inflow (outflow) for acquisitions
  and disposals                                       -          (2,995)          (1,755)               2,995      (1,755)
Equity dividends paid                                 -          (4,827)          (1,537)               1,537      (4,827)
                                                 ------          ------           ------               ------      ------
Net cash inflow (outflow)                        (1,259)          1,098            1,163                    -       1,002
                                                 ======          ======           ======               ======      ======

Financing                                        (1,262)          1,097            1,137                    -         972
Management of liquid resources                        -               -             (211)                   -        (211)
Increase (decrease) in cash                           3               1              237                    -         241
                                                 ------          ------           ------               ------      ------
                                                 (1,259)          1,098            1,163                    -       1,002
                                                 ======          ======           ======               ======      ======



     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                              611           8,953           12,401               (4,397)     17,568
Net cash provided by (used in)
  investing activities                           (1,870)         (3,028)          (9,701)               2,914     (11,685)
Net cash provided by (used in)
  financing activities                            1,262          (5,924)          (2,674)               1,483      (5,853)
Currency translation differences relating to
  cash and cash equivalents                           -               -              (53)                   -         (53)
                                                 ------          ------           ------               ------      ------
Increase (decrease) in cash and cash
  equivalents                                         3               1              (27)                   -         (23)
Cash and cash equivalents at beginning
  of period                                         (32)              2            1,861                    -       1,831
                                                 ------          ------           ------               ------      ------
Cash and cash equivalents at end
  of period                                         (29)              3            1,834                    -       1,808
                                                 ======          ======           ======               ======      ======





Page 60

                           BP p.l.c. AND SUBSIDIARIES
                            ENVIRONMENTAL INDICATORS



                                                              Three months ended               Year ended
                                                                 December 31                  December 31
                                                                 (Unaudited)                  (Unaudited)
                                                              2002            2001         2002            2001
                                                              --------------------         --------------------
                                                                                              
Average oil realizations (a) - $/bbl
     UK                                                      26.54           18.53        24.44           23.55
     USA                                                     23.28           17.05        21.34           21.87
     Rest of World                                           25.06           17.70        22.65           21.90
     BP average                                              24.78           17.72        22.69           22.50

     Brent oil price                                         26.88           19.41        25.03           24.44
     West Texas Intermediate oil price                       28.31           20.31        26.14           25.89
     Alaska North Slope US West Coast                        26.86           17.79        24.77           23.18
Average natural gas realizations - $/mcf
     UK                                                       2.88            3.15         2.78            3.07
     USA                                                      3.31            2.06         2.63            3.99
     Rest of World                                            2.40            1.99         2.10            2.52
     BP average                                               2.87            2.28         2.46            3.30

Henry Hub gas price (b) ($/mmBtu)                             3.99            2.43         3.22            4.26
UK Gas - National Balancing point (p/therm)                  19.09           22.32        15.78           22.21

Global Indicator Refining Margins (c) - $/bbl
     Northwest Europe                                         2.19            1.53         1.04            2.24
     US Gulf Coast                                            2.98            1.79         2.36            4.84
     Midwest                                                  4.09            2.63         3.30            6.05
     US West Coast                                            3.95            6.25         4.34            8.60
     Singapore                                                1.41            1.20         0.57            0.90
     BP average                                               2.76            2.40         2.11            4.06

Chemicals Indicator Margin (d) - $/te                          100 (e)         112          102 (e)         110


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

(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 fourth quarter is based on two months' actual
     and one month of provisional data.




                                                              Three months ended               Year ended
                                                                  December 31                  December 31
US dollars/sterling exchange rates                                (Unaudited)                  (Unaudited)
                                                              2002            2001         2002            2001
                                                              --------------------         --------------------
                                                                                              
Average rate for the period                                   1.57            1.44         1.50            1.44
Period-end rate                                               1.60            1.45         1.60            1.45






Page 61

                           BP p.l.c. AND SUBSIDIARIES
                              OPERATING INFORMATION



                                                              Three months ended               Year ended
                                                                  December 31                  December 31
                                                                  (Unaudited)                  (Unaudited)
                                                              2002            2001         2002            2001
                                                              --------------------         --------------------
                                                                                              
Crude oil and natural gas liquids production
(thousand barrels per day) (net of royalties)
     UK                                                         472            500          462             485
     Rest of Europe                                              96            116          104             100
     USA                                                        756            772          765             744
     Rest of World                                              725            629          687             602
                                                             ------         ------       ------          ------
Total crude oil and liquids production                        2,049          2,017        2,018           1,931
                                                             ======         ======       ======          ======

Natural gas production (million cubic feet per day)
(net of royalties)
     UK                                                       1,752          1,715        1,555           1,713
     Rest of Europe                                             140            160          147             147
     USA                                                      3,360          3,621        3,483           3,554
     Rest of World                                            3,684          3,268        3,522           3,218
                                                             ------         ------       ------          ------
Total natural gas production                                  8,936          8,764        8,707           8,632
                                                             ======         ======       ======          ======

Total production (a)
(thousand barrels of oil equivalent per day)
(net of royalties)
     UK                                                         774            802          730             780
     Rest of Europe                                             120            144          129             125
     USA                                                      1,335          1,396        1,366           1,357
     Rest of World                                            1,360          1,192        1,294           1,157
                                                             ------         ------       ------          ------
Total production                                              3,589          3,534        3,519           3,419
                                                             ======         ======       ======          ======

Natural gas sales volumes (million cubic feet per day)
     UK                                                       2,715          2,534        2,372           2,641
     Rest of Europe                                             442            232          399             213
     USA                                                     10,723          8,094        9,315           8,327
     Rest of World                                           10,659          8,867        9,535           7,613
                                                             ------         ------       ------          ------
Total natural gas sales volumes (b)                          24,539         19,727       21,621          18,794
                                                             ======         ======       ======          ======

NGL sales volumes (thousand barrels per day)
     UK                                                           -              -            -               -
     Rest of Europe                                               -              -            -               -
     USA                                                        262            226          208             221
     Rest of World                                              244            215          202             189
                                                             ------         ------       ------          ------
Total NGL sales volumes                                         506            441          410             410
                                                             ======         ======       ======          ======



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

(a)  Expressed in thousand  barrels of oil equivalent per day (mboe/d).  Natural
     gas is converted  to oil  equivalent  at 5.8 billion  cubic feet: 1 million
     barrels.
(b)  Encompasses  sales  by  Exploration  and  Production  and  Gas,  Power  and
     Renewables, including marketing, trading and supply sales.


Page 62

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



                                                              Three months ended               Year ended
                                                                  December 31                  December 31
                                                                  (Unaudited)                  (Unaudited)
                                                              2002            2001         2002            2001
                                                              --------------------         --------------------
                                                                                              
Oil sales volumes (thousand barrels per day)
Refined products
     UK                                                        269             268          253             266
     Rest of Europe                                          1,541           1,084        1,467           1,062
     USA                                                     1,875           1,773        1,874           1,866
     Rest of World                                             611             612          586             603
                                                            ------          ------       ------          ------
     Total marketing sales                                   4,296           3,737        4,180           3,797
     Trading/supply sales                                    2,064           2,710        2,383           2,409
                                                            ------          ------       ------          ------
     Total refined product sales                             6,360           6,447        6,563           6,206
Crude oil                                                    5,314           4,599        4,671           4,473
                                                            ------          ------       ------          ------
Total oil sales                                             11,674          11,046       11,234          10,679
                                                            ======          ======       ======          ======

Refinery throughputs (thousand barrels per day)
     UK                                                        392             415          389             364
     Rest of Europe                                            959             692          918             663
     USA                                                     1,439           1,371        1,439           1,526
     Rest of World                                             367             369          357             376
                                                            ------          ------       ------          ------
Total throughput                                             3,157           2,847        3,103           2,929
                                                            ======          ======       ======          ======

Chemicals production (thousand tonnes)
     UK                                                        698             792        3,221           3,126
     Rest of Europe                                          2,679           2,278       10,526           7,925
     USA                                                     2,447           2,279       10,201           8,943
     Rest of World                                             785             699        3,040           2,722
                                                            ------          ------       ------          ------
Total production                                             6,609           6,048       26,988          22,716
                                                            ======          ======       ======          ======




Page 63

                           BP p.l.c. AND SUBSIDIARIES
                     TOTAL REPLACEMENT COST OPERATING PROFIT



                                                              Three months ended               Year ended
                                                                  December 31                  December 31
                                                                  (Unaudited)
                                                              2002            2001         2002            2001
                                                              --------------------         --------------------
                                                                                              
                                                                                 ($ million)
By business
Exploration and Production
UK                                                             965             571        2,526           3,424
Rest of Europe                                                 177             144          714             748
USA                                                          1,081             426        2,835           4,573
Rest of World                                                1,025             500        3,131           3,616
                                                            ------          ------       ------          ------
                                                             3,248           1,641        9,206          12,361
                                                            ------          ------       ------          ------
Gas, Power and Renewables
UK                                                             (31)            (29)         (94)             52
Rest of Europe                                                   1              64          100             189
USA                                                              9              36           25             229
Rest of World                                                   93              31          323              18
                                                            ------          ------       ------          ------
                                                                72             102          354             488
                                                            ------          ------       ------          ------
Refining and Marketing
UK                                                            (155)           (197)        (498)           (475)
Rest of Europe                                                 (53)            227          571             762
USA                                                             80              46          335           2,585
Rest of World                                                   92             303          464             701
                                                            ------          ------       ------          ------
                                                               (36)            379          872           3,573
                                                            ------          ------       ------          ------
Chemicals
UK                                                             (47)            (75)         (82)           (216)
Rest of Europe                                                  65              (1)         337             185
USA                                                             37              (9)         198              62
Rest of World                                                   49              18           62              97
                                                            ------          ------       ------          ------
                                                               104             (67)         515             128
                                                            ------          ------       ------          ------

Other businesses and corporate                                (207)           (175)        (701)           (523)
                                                            ------          ------       ------          ------
                                                             3,181           1,880       10,246          16,027
                                                            ======          ======       ======          ======
By geographical area
UK                                                             793             375        1,696           2,668
Rest of Europe                                                 171             388        1,703           1,814
USA                                                            957             216        2,890           6,941
Rest of World                                                1,260             901        3,957           4,604
                                                            ------          ------       ------          ------
                                                             3,181           1,880       10,246          16,027
                                                            ======          ======       ======          ======




Page 64

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



                                                              Three months ended               Year ended
                                                                  December 31                  December 31
                                                                  (Unaudited)
                                                              2002            2001         2002            2001
                                                              --------------------         --------------------
                                                                                              
                                                                                 ($ million)
By business

Exploration and Production
     UK                                                        177             312          955           1,095
     Rest of Europe                                             73              99          262             329
     USA                                                     1,079             862        4,303           4,155
     Rest of World (a)                                       1,244             880        4,179           3,282
                                                            ------          ------       ------          ------
                                                             2,573           2,153        9,699           8,861
                                                            ------          ------       ------          ------
Gas, Power and Renewables
     UK                                                          -              51           28             102
     Rest of Europe (b)                                         41             107          161             156
     USA                                                        60              83          160             155
     Rest of World                                              22              60           59              79
                                                            ------          ------       ------          ------
                                                               123             301          408             492
                                                            ------          ------       ------          ------
Refining and Marketing
     UK                                                        163             127          395             394
     Rest of Europe (c)                                        273             209        5,759             380
     USA                                                       430             623        1,291           1,311
     Rest of World                                             180             157          308             330
                                                            ------          ------       ------          ------
                                                             1,046           1,116        7,753           2,415
                                                            ------          ------       ------          ------
Chemicals
     UK                                                         57              26          112             205
     Rest of Europe (d)                                         10             294          173             917
     USA                                                       116             167          262             460
     Rest of World                                             102             107          276             344
                                                            ------          ------       ------          ------
                                                               285             594          823           1,926
                                                            ------          ------       ------          ------

Other businesses and corporate (e)                              61             264          428             430
                                                            ------          ------       ------          ------
                                                             4,088           4,428       19,111          14,124
                                                            ======          ======       ======          ======
By geographical area
     UK                                                        434             745        1,637           2,128
     Rest of Europe                                            398             709        6,556           1,787
     USA                                                     1,708           1,758        6,095           6,160
     Rest of World                                           1,548           1,216        4,823           4,049
                                                            ------          ------       ------          ------
                                                             4,088           4,428       19,111          14,124
                                                            ======          ======       ======          ======


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

(a)  Year ended  December 31, 2002  included the  acquisition  of an  additional
     interest in Sidanco.
(b)  Year ended  December  31, 2002  included the  acquisition  of a 5% stake in
     Enagas.
(c)  Year ended December 31, 2002 included the acquisition of 100% of Veba.
(d)  Three months ended  December 31, 2001  included the  formation of the joint
     venture  with  Solvay.  Year ended  December  31,  2001 also  included  the
     acquisition of Bayer's 50% interest in Erdoelchemie.
(e)  Year ended  December  31, 2002  included  the  acquisition  of the minority
     interest in Veba's upstream oil and gas assets.


Page 65

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



                                                               Three months ended               Year ended
                                                                  December 31                  December 31
                                                                  (Unaudited)                  (Unaudited)
                                                              2002            2001         2002            2001
                                                              --------------------         --------------------
                                                                                              
                                                                                 ($ million)
Special items

     Exploration and Production
     UK                                                          5              70          242              70
     Rest of Europe                                              -               -            -               -
     USA                                                        94              77          279              77
     Rest of World                                               -             175          498             175
                                                            ------          ------       ------          ------
                                                                99             322        1,019             322
                                                            ------          ------       ------          ------
     Gas, Power and Renewables
     UK                                                          -               -           30               -
     Rest of Europe                                              -               -            -               -
     USA                                                         -               -            -               -
     Rest of World                                               -               -            -               -
                                                            ------          ------       ------          ------
                                                                 -               -           30               -
                                                            ------          ------       ------          ------
     Refining and Marketing
     UK                                                         27              70           43             131
     Rest of Europe                                            278              44          365             167
     USA                                                        59              63          (49)             82
     Rest of World                                              56              36           56             107
                                                            ------          ------       ------          ------
                                                               420             213          415             487
                                                            ------          ------       ------          ------
     Chemicals
     UK                                                         21              89           43              89
     Rest of Europe                                              9              33           27              41
     USA                                                         5             (16)          40             (16)
     Rest of World                                               -               -          140               -
                                                            ------          ------       ------          ------
                                                                35             106          250             114
                                                            ------          ------       ------          ------
     Other businesses and corporate
     UK                                                         20               -           55               -
     Rest of Europe                                              1               -            1               -
     USA                                                        40              73          130              73
     Rest of World                                               -               -            -               -
                                                            ------          ------       ------          ------
                                                                61              73          186              73
                                                            ------          ------       ------          ------
     Total special items before interest                       615             714        1,900             996
     Interest - bond redemption charges                         15               -           15              62
                                                            ------          ------       ------          ------
     Total                                                     630             714        1,915           1,058
                                                            ======          ======       ======          ======

Acquisition amortization

     Exploration and Production
     UK                                                         41              41          488             151
     USA                                                       246             337        1,078           1,530
     Rest of World                                              32              33          214             134
                                                            ------          ------       ------          ------
                                                               319             411        1,780           1,815
                                                            ------          ------       ------          ------
     Refining and Marketing
     UK                                                        107              99          410             394
     USA                                                        96              94          384             376
                                                            ------          ------       ------          ------
                                                               203             193          794             770
                                                            ------          ------       ------          ------
     Total                                                     522             604        2,574           2,585
                                                            ======          ======       ======          ======



Page 66

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



                                                              Three months ended               Year ended
                                                                  December 31                  December 31
                                                                  (Unaudited)                  (Unaudited)
                                                              2002            2001         2002            2001
                                                              --------------------         --------------------
                                                                                              
                                                                                 ($ million)
Replacement cost basis
Replacement cost profit before exceptional items             1,697             706        4,698           8,291
Interest (a)                                                   140             181          602             798
Minority shareholders' interest                                  6              23           52              61
                                                            ------          ------       ------          ------
Adjusted replacement cost profit                             1,843             910        5,352           9,150
                                                            ======          ======       ======          ======
Average capital employed                                    91,767          87,791       89,616          87,259
ROACE - replacement cost basis                                 8.0%            4.1%         6.0%           10.5%
                                                            ------          ------       ------          ------
Pro forma basis
Adjusted replacement cost profit                             1,843             910        5,352           9,150
Acquisition amortization                                       522             604        2,574           2,585
Special items (post tax)                                       406             461        1,449             643
                                                            ------          ------       ------          ------
Adjusted replacement cost profit (pro forma basis)           2,771           1,975        9,375          12,378
                                                            ======          ======       ======          ======
Average capital employed                                    91,767          87,791       89,616          87,259
Average capital employed acquisition adjustment (b)         16,903          19,647       17,777          20,739
                                                            ------          ------       ------          ------
Average capital employed (pro forma basis)                  74,864          68,144       71,839          66,520
ROACE - pro forma basis adjusted for special items            14.8%           11.6%        13.0%           18.6%
Historical cost basis
Historical cost profit (loss) after exceptional items          651            (603)       6,845           6,556
Interest (a)                                                   140             181          602             798
Minority shareholders' interest                                  6              23           77              61
                                                            ------          ------       ------          ------
Adjusted historical cost profit                                797            (399)       7,524           7,415
                                                            ======          ======       ======          ======
Average capital employed                                    91,767          87,791       89,616          87,259
ROACE - historical cost basis after exceptionals               3.5%           (1.8)%        8.4%            8.5%


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

(a)  Excludes interest on joint venture and associated undertakings debt as well
     as  unwinding  of discount on  provisions  and effect of change in discount
     rate on  provisions,  and is on a post-tax  basis,  using a deemed tax rate
     equal to the US statutory tax rate.

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




page 67

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



                                                              Three months ended               Year ended
                                                                  December 31                  December 31
                                                                  (Unaudited)                  (Unaudited)
                                                              2002            2001         2002            2001
                                                              --------------------         --------------------
                                                                                              
                                                                                 ($ million)
Net debt ratio - net debt: net debt + equity
Gross debt                                                  22,008          21,417       22,008          21,417
Cash and current asset investments                           1,735           1,808        1,735           1,808
                                                            ------          ------       ------          ------
Net debt                                                    20,273          19,609       20,273          19,609
                                                            ------          ------       ------          ------
Equity                                                      70,047          65,759       70,047          65,759
Net debt ratio                                                  22%             23%          22%             23%
                                                            ------          ------       ------          ------
Acquisition adjustment (a)                                  16,672          18,882       16,672          18,882
                                                            ------          ------       ------          ------
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 68

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


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




                                                              Three months ended               Year ended
                                                                  December 31                  December 31
                                                                  (Unaudited)                  (Unaudited)
                                                              2002            2001         2002            2001
                                                              --------------------         --------------------
                                                                                              
                                                                                 ($ million)
Replacement cost operating profit (RCOP) (reported) (a)      3,181           1,880       10,246          16,027
Depreciation and amounts provided (b)                        2,515           2,457       10,401           8,858
Exploration expenditure written off                            124              85          385             238
Dividends from joint ventures and associated
undertakings less share of RCOP                               (110)           (194)        (396)           (571)
Dividends paid to minority shareholders                        (11)            (38)         (40)            (54)
Adjust provisions to cash basis (c)                             27             (34)        (150)           (111)
Adjust interest and other income to cash basis (d)             (14)            (14)         (25)            (90)
                                                            ------          ------       ------          ------
                                                             5,712           4,142       20,421          24,297
Tax paid adjusted for certain items*                        (1,199)         (1,528)      (3,390)         (4,738)
                                                            ------          ------       ------          ------
Adjusted RCOP after tax paid                                 4,513           2,614       17,031          19,559
                                                            ------          ------       ------          ------
*    Calculation of tax paid adjusted for certain items
     Cash tax paid                                          (1,061)         (1,422)      (3,094)         (4,660)
     Tax charge on exceptional items                           (21)            (26)         125             370
     Tax shield assumption +                                  (117)            (80)        (421)           (448)
                                                            ------          ------       ------          ------
                                                            (1,199)         (1,528)      (3,390)         (4,738)
                                                            ------          ------       ------          ------
+    Calculation of tax shield assumption
     Interest paid                                            (335)           (229)      (1,204)         (1,282)
     Tax rate assumption (e)                                    35%             35%          35%             35%
                                                            ------          ------       ------          ------
                                                              (117)            (80)        (421)           (448)
                                                            ------          ------       ------          ------



(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 US statutory tax
     rate.




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                                   SIGNATURES





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



                                                   BP p.l.c.
                                                 (Registrant)





Dated: February 19, 2003                    /s/ D. J. PEARL
                                      ..............................
                                           D. J. PEARL
                                           Deputy Company Secretary







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