SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 for the period ended September 30, 2003 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 REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 33-21868) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-9020) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-9798) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-79399) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-34968) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-67206) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-74414) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-103924) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-102583) OF BP p.l.c. AND THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-103923) OF BP p.l.c., AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 FORM 6-K FOR THE PERIOD ENDED SEPTEMBER 30, 2003 Page 1. Management's Discussion and Analysis of Financial Condition and Results of Operations for the period January-September 2003. 3 2. Consolidated Financial Statements including Notes to Consolidated Financial Statements for the period January-September 2003. 15 3. Reconciliation of Historical Cost Operating Profit to Replacement Cost Operating Profit for the years ended December 31, 2002, 2001 and 2000. 66 DEFINITION The following term has the meaning shown below: OPEC-10 -- The OPEC members excluding Iraq. Page 2 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GROUP RESULTS JANUARY - SEPTEMBER 2003 Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ----------------------- ----------------------- ($ million) Turnover 60,142 49,054 180,237 128,999 ======== ======= ======= ======= Reconciliation of historical cost and replacement cost profit Historical cost profit (loss) 2,394 2,840 8,295 6,194 Inventory holding (gains) losses (a) (84) (305) 68 (1,278) -------- ------- ------- ------- Replacement cost profit (b) 2,310 2,535 8,363 4,916 Exceptional items, net of tax (168) (1,769) (639) (1,915) -------- ------- ------- ------- Replacement cost profit before exceptional items 2,142 766 7,724 3,001 ======== ======= ======= ======= Per Ordinary Share - cents Historical cost profit 10.85 12.67 37.37 27.63 Replacement cost profit before exceptional items 9.71 3.42 34.80 13.39 Dividends per Ordinary Share - cents 6.50 6.00 19.25 17.75 --------------- (a) Net of minority shareholders' interest. (b) Replacement cost is not a UK or US GAAP measure. For information on why management believes that presentation of replacement cost profit provides useful information to investors and management regarding the results of operations of BP, see Item 3 - Key Information in BP p.l.c.'s Annual Report on Form 20-F for the year ended December 31, 2002. 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, 2002 in BP p.l.c.'s Annual Report on Form 20-F for the year ended December 31, 2002. To reflect BP's increased focus on chemical products derived from oil and gas, the Chemicals segment has been renamed Petrochemicals. The TNK-BP deal was completed on August 29, 2003 and BP's share of the result of the joint venture has been included within Exploration and Production with effect from that date. Third quarter 2003 results include profit of $114 million and production of 695 mboe/d from the joint venture. TNK-BP operational and financial information has been estimated. The three months and nine months ended September 30, 2003 results reflect a trading environment that was more favourable overall than a year ago. For the third quarter the Brent oil price was up $1.47 per barrel; the Henry Hub gas price was up $1.81 per mmbtu; the Global Indicator refining margin was up $2.61 per barrel; however, the Chemicals Indicator Margin was down $11 per tonne. For the nine months, the Brent oil price was $4.24 per barrel higher; the Henry Hub gas price was up $2.71 per mmbtu; the refining Global Indicator Margin was up $2.23 per barrel; and the Chemicals Indicator Margin was up $10 per tonne compared with a year ago. Turnover for the three months and nine months ended September 30, 2003 was $60,142 million and $180,237 million respectively, compared with $49,054 million and $128,999 million for the equivalent periods in 2002. The increase in turnover for the third quarter and nine months reflects higher oil, natural gas and product prices, higher sales volumes and a weaker US dollar. Historical cost profit for the three months ended September 30, 2003 was $2,394 million, including inventory holding gains of $84 million and net exceptional gains of $168 million ($172 million before tax) in respect of net gains on the sale of fixed assets and businesses or termination of operations. For the equivalent period of 2002, historical cost profit was $2,840 million, including inventory holding gains of $305 million and net exceptional gains of $1,769 million ($1,794 million before tax) in respect of net gains on the sale of fixed assets and businesses or termination of operations. Historical cost profit for the nine months ended September 30, 2003 was $8,295 million, after inventory holding losses of $68 million and including net exceptional gains of $639 million ($846 million before tax) in respect of net gains on the sale of fixed assets and businesses or termination of operations. For the equivalent period of 2002, historical cost profit was $6,194 million, including inventory holding gains of $1,278 million and net exceptional gains of $1,915 million ($2,061 million before tax) in respect of net gains 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. Replacement cost profit before exceptional items (which excludes inventory holding gains and losses) was $2,142 million and $7,724 million for the three months and nine months ended September 30, 2003 respectively, compared with $766 million and $3,001 million for the equivalent periods of 2002. Replacement cost profit before exceptional items for the three months ended September 30, 2003 includes charges of $369 million resulting from new and a reassessment of our existing environmental remediation provisions and ongoing Veba integration costs of $72 million in Refining and Marketing, charges of $43 million comprising a provision to cover future rental payments on surplus property and charges resulting from a reassessment of environmental remediation provisions in Petrochemicals; and charges of $122 million resulting from new and a reassessment of our existing environmental remediation provisions in Other businesses and corporate. Replacement cost profit before exceptional items for the three months ended September 30, 2002 included impairment charges of $1,091 million and restructuring charges of $17 million in Exploration and Production; Veba and other European integration costs of $54 million, settlement costs associated with a pre-acquisition ARCO US MTBE supply contract of $22 million and costs of $7 million related to an Olympic pipeline incident in Refining and Marketing; a $140 million asset writedown in Petrochemicals; and a $125 million provision to cover future rental payments on surplus leasehold office accommodation in Other businesses and corporate. Replacement cost profit before exceptional items for the nine months ended September 30, 2003 included an impairment charge of $108 million related to the Kepadong field in Indonesia, an impairment charge of $103 million related to the Yacheng field in China, charges of $102 million in respect of our restructuring activities in North America and the UK and a $49 million write-down of the Viscount asset in the North Sea in Exploration and Production; a charge of $369 million resulting from new and a reassessment of our existing environmental remediation provisions and Veba integration costs of $131 million in Refining and Marketing; charges of $38 million comprising a provision to cover future rental payments on surplus property, a charge resulting from a reassessment of environmental remediation provisions and a credit resulting from a reduction in the provision for costs associated with closure of polypropylene capacity in Petrochemicals; charges of $122 million resulting from new and a reassessment of our existing environmental remediation provisions in Other businesses and corporate; and a $130 million credit related to tax restructuring benefits. Replacement cost profit before exceptional items for the nine months ended September 30, 2002 included impairment charges of $1,091 million, restructuring charges of $179 million and litigation costs of $55 million in Exploration and Production; a credit of $184 million for business interruption insurance proceeds, $103 million Veba and other European integration costs, costs of $54 million related to a pipeline incident and settlement costs associated with a pre-acquisition ARCO US MTBE supply contract of $22 million in Refining and Marketing; a $140 million asset write-down and restructuring charges and Solvay and Erdolchemie integration costs of $75 million in Petrochemicals; a $125 million provision to cover future rental payments on surplus leasehold office accommodation in Other businesses and corporate; and a $355 million adjustment to the North Sea deferred tax balance for the supplementary UK corporation tax rate. The increase in replacement cost profit before exceptional items for the three months and nine months ended September 30, 2003 reflects higher average liquids and natural gas realizations, improvement in refining margins and higher marketing margins, particularly retail margins in the USA and Europe. In addition to these factors, the third quarter result also reflected some offset from weaker petrochemicals margins. Improved operating performance generated additional income for the quarter and nine months. Excluding charges for impairment, non-cash costs were higher in both periods due to higher depreciation from new projects coming onstream. Interest expense for the three months and nine months ended September 30, 2003 was $213 million and $624 million respectively, compared with $300 million and $947 million in the same periods of 2002. The reductions in both periods reflect lower average debt and lower interest rates. Net taxation, other than production taxes, charged for the three months and nine months ended September 30, 2003 was $1,450 million and $5,023 million compared with $713 million and $3,217 million in the equivalent periods last year. The tax charge has increased broadly in line with higher profits in 2003. The tax on exceptional items was $4 million and $207 million for the third quarter and nine months respectively, compared with $25 million and $146 million for the equivalent periods in 2002. The effective tax rate on replacement cost profit before exceptional items was 40% and 38% for the three months and nine months ended September 30, 2003, compared with 47% and 50% for the equivalent periods in 2002. The reduction in the third quarter and nine month rate reflects the rateably lower impact of goodwill amortization and the depreciation charge on uplifted asset values (for which no tax deduction is available) on higher income in 2003. The nine month rate reduction additionally reflects the $355 million adjustment to the North Sea deferred tax provision for the supplementary UK corporation tax in the second quarter of 2002. The effective tax rate on historical cost profit was 37% for both the three months and nine months ended September 30, 2003, compared with 20% and 34% for the three months and nine months in 2002 respectively. The lower rate in the three months and nine months ended September 30, 2002 was due to the non-taxable gain on the sale of our interest in Ruhrgas and the impact of non-taxable inventory holding gains. Page 4 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued Capital expenditure and acquisitions in the third quarter and nine months of 2003 was $9.2billion and $15.4 billion respectively, including $5.9 billion for the acquisition of our investment in the TNK-BP joint venture in the third quarter. Capital expenditure and acquisitions for the third quarter and nine months of 2002 was $3.2 billion and $15.0 billion respectively, including $5.0 billion for the acquisition of Veba in the first half. Excluding acquisitions, capital expenditure for the three months and nine months ended September, 30, 2003 was $3.3billion and $9.4billion respectively, compared with $3.2billion and $9.3billion in the equivalent periods of 2002. Disposal proceeds in the third quarter and nine months of 2003 were $0.9billion and $5.0billion respectively. Disposal proceeds in the third quarter of 2002 were $2.9billion, including $2.3billion from the sale of our investment in Ruhrgas, and $5.8billion in the nine months. Net cash outflow for the three months ended September 30, 2003 was $2.4billion compared with an outflow of $0.5billion for the equivalent period of 2002; higher cash flow from operating activities was more than offset by lower disposal proceeds. Net cash inflow for the nine months ended September 30, 2003 was $3.2billion, compared with an outflow of $1.1billion for the equivalent period of 2002; higher cash flow from operating activities and lower acquisition spending were partly offset by higher tax payments and lower disposal proceeds. Net cash inflow from operating activities was $4.9billion and $18.2billion for the three months and nine months ended September 30, 2003, compared with $4.4billion and $13.1billion in the equivalent periods in 2002. The increase for the quarter reflected higher profit, higher depreciation and a higher net charge for provisions partly offset by a higher requirement for working capital. The increase for the nine months was largely due to higher profit and a higher net charge for provisions. Net debt at September 30, 2003 was $18.5billion. The ratio of net debt to net debt plus equity was 20% at September 30, 2003 compared with 22% at December 31, 2002. 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 petrochemicals 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 historical cost basis was 11% for the third quarter of 2003 compared with 13% for the same period in 2002. Return on average capital employed is the ratio of profit including minority shareholders' interest and excluding post-tax interest on finance debt to average capital employed for the period. Capital employed is the total of BP shareholders' interest, minority shareholders' interest and finance debt. Management believes this performance measure is useful as an indication of capital productivity over the long term. For the nine months ended September 30, 2003 the return on average capital employed was 12% compared with 10% in 2002. The return on average capital employed on a replacement cost basis for the three months ended September 30, 2003 was 10% compared with 4% for the equivalent period of 2002. For the nine months ended September 30, 2003 the return was 12% compared with 5% in 2002. A reconciliation of return on average capital employed on a replacement cost basis to return on average capital employed on a historical cost basis is included on page 65 of this report. BP announced a third quarterly dividend for 2003 of 6.50 cents per ordinary share. Holders of ordinary shares will receive 3.857 pence per share and holders of American Depositary Receipts (ADRs) $0.39 per ADS. The dividend is payable on December 8, 2003 to shareholders on the register on November 14, 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 December 8, 2003. The Company did not repurchase any of its own shares during the quarter. During the nine months, 299 million shares were repurchased and cancelled at a cost of $2 billion. Page 5 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued DETAILED REVIEW OF BUSINESSES (EXCLUDING EXCEPTIONAL ITEMS) EXPLORATION AND PRODUCTION Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ----------------------- Turnover - $m 7,310 6,220 23,811 18,397 Reconciliation of historical cost and replacement cost operating profit Total historical cost operating profit - $m 3,520 1,575 11,002 5,963 Inventory holding (gains) losses - $m - (3) (3) (5) ------ ------ ------ ------ Total replacement cost operating profit - $m 3,520 1,572 10,999 5,958 ====== ====== ====== ====== Results include: Exploration expense - $m 136 119 349 465 Of which: Exploration expenditure written off - $m 75 55 168 261 Key Statistics: Crude oil Average prices realized by BP - $/bbl 27.72 26.01 28.25 23.35 Production - mb/d 1,852 1,736 1,798 1,766 Natural gas liquids Average prices realized by BP - $/bbl 19.39 13.15 18.96 12.23 Production - mb/d 202 247 211 242 Total liquids(a) Average prices realized by BP - $/bbl 26.79 24.40 27.24 21.99 Production - mb/d 2,054 1,983 2,009 2,008 Natural gas Average prices realized by BP - $/mcf 3.08 2.25 3.46 2.32 Production - mmcf/d 8,401 8,482 8,617 8,631 Total hydrocarbons(b)(c) Average prices realized by BP - $/boe 22.58 19.27 23.88 18.17 Production - mboe/d 3,502 3,445 3,495 3,496 Brent oil price - $/bbl 28.38 26.91 28.64 24.40 West Texas Intermediate oil price - $/bbl 30.19 28.26 31.08 25.40 Alaska North Slope US West Coast - $/bbl 28.83 27.26 29.69 24.06 Henry Hub gas price (d) - $/mmbtu 4.97 3.16 5.65 2.94 UK Gas - National Balancing Point - p/therm 15.08 12.74 17.92 14.53 --------------- (a) Crude oil and natural gas liquids. (b) Natural gas is converted to oil equivalent at 5.8 billion cubic feet = 1 million barrels. (c) Includes 249 mboe/d production from TNK-BP. (d) Henry Hub First of the Month Index. Turnover for the three months and nine months ended September 30, 2003 was $7,310 million and $23,811 million respectively compared with $6,220 million and $18,397 million in the corresponding periods in 2002, primarily reflecting higher liquids and natural gas realizations. Historical cost operating profit for the three months ended September 30, 2003 was $3,520 million; there were no inventory holding gains or losses for the period. For the equivalent period in 2002 there was a profit of $1,575 million including inventory holding gains of $3 million. Historical cost operating profit for the nine months ended September 30, 2003 was $11,002 million including inventory holding gains of $3 million; for the equivalent period in 2002 there was a profit of $5,963 million including inventory holding gains of $5 million. Page 6 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued EXPLORATION AND PRODUCTION (concluded) Replacement cost operating profit for the three months and nine months ended September 30, 2003 was $3,520 million and $10,999 million respectively, compared with $1,572 million and $5,958 million for the equivalent periods in 2002. The results for the first nine months of 2003 include an impairment charge of $108 million relating to the Kepadong field in Indonesia, an impairment charge of $103 million relating to the Yacheng field in China, charges of $102 million in respect of restructuring activities in North America and the UK and a $49 million write-down of the Viscount asset in the North Sea. The results for the third quarter of 2002 include impairment charges of $1,091 million relating 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, and restructuring charges of $17 million; in addition to these items the results for the nine months 2002 include further restructuring charges of $162 million and litigation costs of $55 million. The results for the third quarter of 2003 reflect higher realizations, with liquids up $2.39/bbl and natural gas up $0.83/mcf on a year ago. North American basin differentials to the Henry Hub marker price continued to narrow over the quarter following the opening of pipeline expansion routes. The results for the three months ended September 30, 2003 include income of $15 million reflecting a lower provision for Unrealized Profit in Stock (UPIS), which removes the upstream margin from downstream inventories. This compares with a charge of $64 million in the third quarter of last year. The results for the nine months ended September 30, 2003 reflected the impact of significantly higher oil and gas prices and a reduction in exploration write-offs partly offset by the impact of divestments and higher depreciation excluding impairment charges. Production for the third quarter was up by more than one and a half per cent at 3,502 mboe/d compared with a year ago. This reflects the net impact of the inclusion of incremental production volumes of 208 mboe/d from TNK-BP offset by a reduction of 179 mboe/d from divestments. Other factors include strong growth in Trinidad and decline in our mature areas. Total production for the nine months at 3,495 mboe/d was in line with a year ago. Significant progress was made during the quarter toward completion of projects in our new profit centres. The Kapok field in Trinidad started commercial production in July. In preparation for start-up, the Na Kika tension leg platform has arrived on location in the Gulf of Mexico and the Xikomba Floating Production Storage and Offloading vessel is on location in Angola. The Holstein Spar has sailed from the fabrication yard in Finland and the Kizomba A tension leg platform has arrived in Angola. In Azerbaijan, construction is well advanced on our Azeri project and the BTC pipeline is on track for start-up in early 2005. We are nearing the end of the 2003 programme of high-grading our portfolio with the completion of previously announced divestments in China and the Lower 48 states in the USA and the sale of 49% of our In Amenas gas project in Algeria. On 29 August we completed the creation of our joint venture TNK-BP. This sees the establishment of the third largest integrated oil company in Russia in which we have a 50% interest. That transaction did not include Alfa Group and Access Renova's (AAR) interests in Slavneft or BP's interest in Sakhalin. We have agreed to invest a further $1.35 billion to expand TNK-BP to include AAR's 50% interest in Slavneft; we now expect to complete this transaction by year-end. The TNK-BP result included for the period 29 August to 30 September benefited from favourable price conditions in Russia, and production was robust. Page 7 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued GAS, POWER AND RENEWABLES Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ----------------------- Turnover - $m 15,904 9,313 48,777 25,316 Reconciliation of historical cost and replacement cost operating profit Total historical cost operating profit - $m 91 59 343 292 Inventory holding (gains) losses - $m 7 (2) 52 (10) ------ ------ ------ ------ Total replacement cost operating profit - $m 98 57 395 282 ====== ====== ====== ====== Turnover for the three months and nine months ended September 30, 2003 was $15,904 million and $48,777 million respectively compared with $9,313 million and $25,316 million in the same periods in 2002. The increase for the quarter and nine months reflects higher natural gas prices and sales volumes. Historical cost operating profit for the three months ended September 30, 2003 was $91 million after inventory holding losses of $7 million; for the equivalent period in 2002 there was a profit of $59 million including inventory holding gains of $2 million. Historical cost operating profit for the nine months ended September 30, 2003 was $343 million after inventory holding losses of $52 million; for the equivalent period in 2002 there was a profit of $292 million including inventory holding gains of $10 million. Replacement cost operating profit for the three months and nine months ended September 30, 2003 was $98 million and $395 million respectively, compared with $57 million and $282 million for the same periods in 2002. The results for the third quarter and nine months 2002 include a $30 million impairment charge related to a cogeneration power plant in the UK. The third quarter and nine month results reflect improvement in marketing and trading, including LNG, partly offset by a lower result for the natural gas liquids business, restructuring charges in the Solar business and the absence of the contribution from Ruhrgas following the sale of our interest last year. The increased marketing and trading result for the quarter and nine months was driven by higher gas sales volumes in North America and strong performance from the Global LNG business. Third quarter gas sales volumes were up 21%, and equity LNG sales were up 47%. During the quarter, the first delivery of LNG was made to the recently completed LNG import and regasification facility in Bilbao (BP 25%) and the first delivery was made to the facility at Cove Point (operated by Dominion Resources) in the USA, where BP has a contract for capacity access. The results for the natural gas liquids business for the third quarter and nine months is substantially down on a year ago due to continued high gas prices relative to liquids prices in North America, which has led to lower sales volumes and margins. The Solar and Renewables result includes a restructuring charge of $45 million as a result of decisions taken during the quarter to improve future profitability. This charge provides for consolidation of manufacturing operations and staff reductions across the business. Page 8 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued REFINING AND MARKETING Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ------------------------- Turnover - $m 40,245 35,634 118,629 92,393 Reconciliation of historical cost and replacement cost operating profit Total historical cost operating profit - $m 544 548 1,911 2,158 Inventory holding (gains) losses - $m (89) (311) 64 (1,250) ------ ------ ------- ------- Total replacement cost operating profit - $m 455 237 1,975 908 ====== ====== ======= ======= Total refined product sales - mb/d 6,695 6,911 6,840 6,630 Refinery throughputs - mb/d 3,086 3,154 3,124 3,084 Refining availability (a) - % 96.2 96.5 95.7 96.0 Global Indicator Refining Margin (b) - $/bbl 4.59 1.98 4.13 1.90 --------------- (a) Refining availability is the weighted average percentage of the period that refinery units are available for processing, after accounting for downtime such as turnarounds. (b) The Global Indicator Refining Margin (GIM) is the average of six regional indicator margins weighted for BP's crude refining capacity in each region. Each regional indicator margin is based on a single representative crude with product yields characteristic of the typical level of upgrading complexity. The regional indicator margins may not be representative of the margins achieved by BP in any period because of BP's particular refinery configurations and crude and product slate. Turnover for the three months and nine months ended September 30, 2003 was $40,245 million and $118,629 million respectively, compared with $35,634 million and $92,393 million for the same periods in the prior year. The increase in turnover for the third quarter and nine months is principally due to a weaker US dollar, higher product prices and higher overall sales volumes. Historical cost operating profit for the three months ended September 30, 2003 was $544 million including inventory holding gains of $89 million; for the equivalent period in 2002 there was a profit of $548 million including inventory holding gains of $311 million. Historical cost operating profit for the nine months ended September 30, 2003 was $1,911 million after inventory holding losses of $64 million; for the equivalent period in 2002 there was a profit of $2,158 million including inventory holding gains of $1,250 million. Replacement cost operating profit for the three months and nine months ended September 30, 2003 was $455 million and $1,975 million respectively, compared with $237 million and $908 million for the corresponding periods of 2002. The results for the third quarter of 2003 include a $369 million charge resulting from new and a reassessment of our existing environmental remediation provisions, and ongoing Veba integration costs of $72 million. The results for the third quarter of 2002 include Veba and other European integration of costs of $54 million, settlement costs associated with a pre-acquisition ARCO US MTBE supply contract of $22 million, costs related to the Olympic pipeline incident of $7 million and a charge of $80 million in respect of environmental remediation provisions. The results for the nine months 2003 include a $369 million charge resulting for new and a reassessment of our existing environmental remediation provisions, and Veba integration costs of $131 million. The results for the nine months 2002 include a credit to income for business interruption insurance proceeds of $184 million, mostly offset by Veba and other European integration costs of $103 million, a charge of $80 million in respect of environmental remediation provisions, costs of $54 million related to a pipeline incident and settlement costs associated with a pre-acquisition ARCO US MTBE supply contract of $22 million. The results for the quarter and nine months reflect improved refining margins and higher marketing margins, particularly retail margins in the USA and Europe, with some offset from higher gas fuel costs. Improved operating performance also contributed to the results in the marketing businesses. Refining throughputs decreased by 2%, compared with a year ago, with availability at 96.2%. Marketing volumes were 6% lower than a year ago, as expected, largely due to divestments. During the quarter, an additional 2,037 sites were reimaged, bringing the total number of sites with the BP Helios to some 14,000 worldwide. Page 9 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued REFINING AND MARKETING (concluded) During October, we announced that H&R WASAG has agreed to purchase our European Special Products business, including the Neuhof base oil refinery in Hamburg, Germany. The transaction is subject to a number of approvals and appropriate employee consultation. Page 10 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued PETROCHEMICALS Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 --------------------- ---------------------- Turnover - $m 3,798 3,720 11,739 9,946 Reconciliation of historical cost and replacement cost operating profit Total historical cost operating profit - $m 83 121 578 449 Inventory holding (gains) losses - $m (2) 11 (45) (38) ------ ------ ------ ------ Total replacement cost operating profit - $m 81 132 533 411 ====== ====== ====== ====== Production (a) - kte 7,040 6,880 20,790 20,379 Chemicals Indicator Margin (b) - $/te 109(c) 120 113(c) 103 --------------- (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 Nexant (formerly Chem Systems) in their quarterly market analyses, then weighted based on BP's product portfolio. It does not cover our entire portfolio of products, and consequently is only indicative rather than representative of the margins achieved by BP in any particular period. Amongst the products and businesses covered in the CIM are olefins and derivatives, the aromatics and derivatives, linear alpha-olefins (LAOs), acetic acid, vinyl acetate monomers and nitriles. Not included are fabrics and fibres, plastic fabrications, poly alpha-olefins (PAOs), anhydrides, speciality intermediates, and the remaining parts of the solvents and acetyls businesses. (c) Provisional. The data for the third quarter is based on two months' actual and one month of provisional data. Turnover for the three months and nine months ended September 30, 2003 was $3,798 million and $11,739 million respectively, compared with $3,720 million and $9,946 million for the equivalent periods in 2002. The increase in turnover for the third quarter and nine months reflects higher sales volumes and prices as well as the effect of a weaker US dollar. Historical cost operating profit for the three months ended September 30, 2003 was $83 million including inventory holding gains of $2 million; for the equivalent period in 2002 there was a profit of $121 million after inventory holding losses of $11 million. Historical cost operating profit for the nine months ended September 30, 2003 was $578 million including inventory holding gains of $45 million; for the equivalent period in 2002 there was a profit of $449 million including inventory holding gains of $38 million. Replacement cost operating profit for the three months and nine months ended September 30, 2003, was $81 million and $533 million respectively, compared with $132 million and $411 million for the equivalent periods in 2002. The results for the third quarter of 2003 include a $43 million charge comprising a provision to cover future rental payments on surplus property and a charge resulting from a reassessment of our environmental remediation provisions. The results for the third quarter of 2002 include a $140 million write-down of our Indonesian manufacturing assets. The decrease in third quarter profits compared with the third quarter of 2002 primarily reflects lower margins, with some offset from higher demand. Following a stronger second quarter 2003, petrochemicals margins were much weaker in the third quarter as a result of higher feedstock costs, particularly in Europe. Similar margin pressure occurred in the first quarter. The results for the nine months 2003 include a $43 million charge comprising a provision to cover future rental payments on surplus property and a charge resulting from a reassessment of our environmental remediation provisions, and a credit of $5 million resulting from a reduction in the provision for costs associated with the closure of polypropylene capacity in the USA. The results for the nine months 2002 include a $140 million asset write-down, costs of $46 million related to major site restructuring and Solvay and Erdolchemie integration and charges of $29 million for restructuring our research and technology facilities. The nine months results were below those of a year ago. The effect of increased volumes and margins was more than offset by lower income from SARS-affected businesses in Asia, several non-recurring items and portfolio rationalization. Page 11 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued PETROCHEMICALS (concluded) Petrochemicals production of 7,040 thousand tonnes in the third quarter was 270 thousand tonnes above the second quarter, reflecting capacity additions and lower turnaround activity. Production for the first nine months was 411 thousand tonnes higher than last year due to Asian PTA and acetic acid capacity additions, the Veba acquisition and growth in market demand. During the quarter, production commenced at a new world-scale high density polyethylene plant (BP 25%), located in Cedar 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 Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 --------------------- ----------------------- Turnover - $m 138 108 378 379 Total historical cost operating (loss) - $m (310) (241) (609) (494) 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 third quarter and nine month 2003 results include a net charge of $122 million resulting from new and a reassessment of our existing environmental remediation provisions. The results for the third quarter and nine months 2002 include a $125 million provision to cover future rental payments on surplus leasehold office accommodation. During October, BP completed the sale of its 50% interest in the Indonesian coal mining company PT Kaltim Prima Coal to PT Bumi Resources for $250 million. EXCEPTIONAL ITEMS Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ----------------------- --------------------------- Profit (loss) on sale of fixed assets and businesses or termination of operations - $m 172 1,794 846 2,061 Taxation credit (charge) - $m (4) (25) (207) (146) ------- ------ ------ ------ Exceptional items after taxation - $m 168 1,769 639 1,915 ======= ====== ====== ====== Exceptional items for the third quarter of 2003 principally relate to net gains from the sale of various upstream interests. OUTLOOK World economic activity has strengthened through the third quarter. The US appears to have grown strongly, in part owing to further policy stimulus. Asia has also shown robust growth, in particular in China, but also in Japan. However, OECD industrial production has been largely flat, and Europe, as a whole, has grown slowly, with the exception of the UK. Further economic growth is expected in the fourth quarter. Crude oil prices in the third quarter were supported by strong crude demand on the back of high refining margins, the slow recovery in Iraqi exports and lower OPEC-10 production following the quota reductions that became effective in June. Commercial oil inventories remain below normal seasonal levels but a recovery in US crude stocks has resulted in a marked narrowing of the WTI-Brent differential. OPEC has announced a new quota cut, effective November 1. Oil prices have risen by around $5 per barrel since OPEC's September 24 announcement. The future path of oil prices will depend upon the recovery of exports from Iraq and the degree of OPEC's production restraint. US natural gas prices softened in the third quarter but remained high by historical standards and above residual fuel oil parity. Gas price differentials in the Rockies and San Juan Basin have narrowed significantly following the opening of the Kern River pipeline expansion. High prices throughout 2003 have led to large storage injections through the summer. Gas in storage has reached historical average levels and is expected to be sufficient for the forthcoming winter heating season, assuming normal weather. Refining margins have started the fourth quarter below the third quarter average but remain above historic average levels, particularly in the USA. The autumn refinery turnaround season is supporting margins at present but OECD commercial product inventories are recovering. Retail margins in the third quarter were below the second quarter levels but continued to be relatively strong, especially in western Europe and western USA. Fourth quarter margins are expected to soften further and revert to more typical levels. Petrochemical margins in the third quarter fell back from second quarter levels as a result of increases in feedstock costs despite some recovery of demand in Europe. Fourth quarter prospects will be influenced by continued strength in feedstock costs. Page 13 BP p.l.c. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - concluded OUTLOOK (concluded) Our capital expenditure, excluding acquisitions, was $9.4 billion for the nine months. We now expect full year capital expenditure excluding acquisitions to be slightly below the $14-14.5 billion range indicated previously, due to continuous refinement of our spending programmes. As previously indicated, we expect 2003 to be the peak of our medium term capital spending programme. As a follow-up to the completion of the TNK-BP deal in August, we have agreed to invest a further $1.35 billion to expand TNK-BP to include AAR's 50% interest in Slavneft; we now expect to complete this transaction by year-end. We also expect to make the remaining two-thirds of the $2billion of incremental payments into a number of the Group's pension plans announced in July. We expect gearing to be within our 25-35% target range following these events. In light of these factors, we do not currently plan any share buy-backs during the fourth quarter. 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, the economic outlook, trends in the trading environment, the timing of acquisitions and divestments, share repurchases, the timing of new projects, oil, gas and petrochemicals margins, refining margins, retail margins, realizations on gas sales, inventory and product stock levels, capacity utilization, capital expenditure trends, gearing, working capital, profitability, results of operations, dividend payments, pension scheme funding, long term purchase commitments 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, exchange rate fluctuations, 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 2002 and the Annual Report on Form 20-F for 2002 filed with the US Securities and Exchange Commission. 2003 DIVIDENDS On October 28, 2003, BP p.l.c. announced a third quarterly dividend for 2003 of 6.50 cents per ordinary share of 25 cents (ordinary shares), representing $0.39 per American Depositary Share (ADS) amounting to $1,438 million in total. The record date for qualifying US resident holders of American Depositary Shares as well as holders of ordinary shares is November 14, 2003, with payment to be made on December 8, 2003. Under the former US-UK Income Tax Treaty, dividends paid to qualifying ADS holders entitled them to a refund of a deemed UK tax credit equal to 1/9th of the announced dividend. This credit was exactly offset by an amount deemed by the former US-UK Income Tax Treaty to be a UK withholding tax. The net effect for ADS holders was a cash payment equal to the amount of the announced dividend, a potential foreign tax credit equal to 1/9th of the announced dividend, and a gross dividend equal to the sum of those two amounts. Under the new US-UK Tax Treaty, this deemed tax credit is no longer available on dividends paid to qualifying ADS shareholders, beginning with the first quarterly dividend for 2003. A dividend reinvestment facility is available for holders of ADSs through JPMorgan Chase Bank (formerly known as Morgan Guaranty Trust Company). Participants in the dividend reinvestment facility included in the US Direct Access Plan will receive the dividend in the form of shares on December 8, 2003. Page 14 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ------------------------- ------------------------ ($ million, except per share amounts) Turnover - Note 2 61,056 49,423 181,913 130,051 Less: joint ventures 914 369 1,676 1,052 -------- -------- -------- -------- Group turnover 60,142 49,054 180,237 128,999 Cost of sales 52,335 43,632 156,223 111,365 Production taxes - Note 3 416 350 1,302 912 -------- -------- -------- -------- Gross profit 7,391 5,072 22,712 16,722 Distribution and administration expenses 3,908 3,214 10,558 9,028 Exploration expense - Note 4 136 119 349 465 -------- -------- -------- -------- 3,347 1,739 11,805 7,229 Other income 148 151 476 423 -------- -------- -------- -------- Group operating profit 3,495 1,890 12,281 7,652 Share of profits of joint ventures 300 105 522 260 Share of profits of associated undertakings 133 67 422 456 -------- -------- -------- -------- Total operating profit 3,928 2,062 13,225 8,368 Profit (loss) on sale of fixed assets and businesses 172 1,794 846 2,061 or termination of operations - Note 5 -------- -------- -------- -------- Profit before interest and tax 4,100 3,856 14,071 10,429 Interest expense - Note 6 213 300 624 947 -------- -------- -------- -------- Profit before taxation 3,887 3,556 13,447 9,482 Taxation - Note 7 1,450 713 5,023 3,217 -------- -------- -------- -------- Profit after taxation 2,437 2,843 8,424 6,265 Minority shareholders' interest 43 3 129 71 -------- -------- -------- -------- Profit for the period (a) 2,394 2,840 8,295 6,194 ======== ======== ======== ======== Earnings per ordinary share - cents (a) Basic 10.85 12.67 37.37 27.63 Diluted 10.74 12.61 37.18 27.49 -------- -------- -------- -------- Earnings per American Depositary Share - cents (a) Basic 65.10 76.02 224.22 165.78 Diluted 64.44 75.66 223.08 164.94 ---------- ---------- ---------- ---------- Average number of outstanding ordinary shares (thousand) 22,092,365 22,408,297 22,193,403 22,412,655 ========== ========== ========== ========== --------------- (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 13. Page 15 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET September 30, 2003 December 31, 2002 (Unaudited) -------------------- --------------------- ($ million) Fixed assets Intangible assets 13,631 15,566 Tangible assets 88,930 87,682 Investments 16,935 10,811 -------- -------- 119,496 114,059 Current assets Inventories 10,868 10,181 Receivables 38,243 33,150 Investments 404 215 Cash at bank and in hand 1,091 1,520 -------- -------- 50,606 45,066 -------- -------- Current liabilities - falling due within one year Finance debt 6,811 10,086 Accounts payable and accrued liabilities 41,191 36,215 -------- -------- 48,002 46,301 -------- -------- Net current assets (liabilities) 2,604 (1,235) -------- -------- Total assets less current liabilities 122,100 112,824 Noncurrent liabilities Finance debt 13,159 11,922 Accounts payable and accrued liabilities 5,778 3,455 Provisions for liabilities and charges Deferred tax 14,282 13,514 Other 14,525 13,886 -------- -------- 47,744 42,777 -------- -------- Net assets 74,356 70,047 Minority shareholders' interest - equity 1,074 638 -------- -------- BP shareholders' interest (a) - Note 10 73,282 69,409 ======== ======== Represented by: Capital shares Preference 21 21 Ordinary 5,527 5,595 Paid-in surplus 4,423 4,243 Merger reserve 27,060 27,033 Retained earnings 36,105 32,344 Other reserves 146 173 -------- -------- 73,282 69,409 ======== ======== --------------- (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 13. Page 16 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ----------------------- ($ million) Net cash inflow from operating activities 4,891 4,376 18,198 13,145 ------- ------- ------- ------- Dividends from joint ventures 39 30 80 129 ------- ------- ------- ------- Dividends from associated undertakings 65 96 297 303 ------- ------- ------- ------- Servicing of finance and returns on investments Interest received 41 63 124 168 Interest paid (163) (218) (816) (869) Dividends received 26 4 74 64 Dividends paid to minority shareholders (4) (13) (17) (29) ------- ------- ------- ------- Net cash outflow from servicing of finance and returns on investments (100) (164) (635) (666) ------- ------- ------- ------- Taxation UK corporation tax (264) (206) (856) (560) Overseas tax (539) (455) (2,432) (1,473) ------- ------- ------- ------- Tax paid (803) (661) (3,288) (2,033) ------- ------- ------- ------- Capital expenditure and financial investment Payments for fixed assets (3,063) (2,980) (8,700) (8,572) Proceeds from the sale of fixed assets 874 488 4,843 1,744 ------- ------- ------- ------- Net cash outflow for capital expenditure and financial investment (2,189) (2,492) (3,857) (6,828) ------- ------- ------- ------- Acquisitions and disposals Investments in associated undertakings (243) (125) (760) (756) Proceeds from the sale of investment in Ruhrgas - 2,338 - 2,338 Acquisitions, net of cash acquired (28) (2,607) (178) (4,296) Acquisition of investment in TNK-BP joint venture (2,625) - (2,625) - Net investment in joint ventures - (23) (16) (137) Proceeds from the sale of businesses - 55 179 1,670 ------- ------- ------- ------- Net cash (outflow) inflow for acquisitions and disposals (2,896) (362) (3,400) (1,181) ------- ------- ------- ------- Equity dividends paid (1,433) (1,346) (4,216) (3,924) ------- ------- ------- ------- Net cash inflow (outflow) (2,426) (523) 3,179 (1,055) ======= ======= ======= ======= Financing (1,471) (219) 3,477 (485) Management of liquid resources 76 (32) 182 (164) Increase (decrease) in cash (1,031) (272) (480) (406) ------- ------- ------- ------- (2,426) (523) 3,179 (1,055) ======= ======= ======= ======= --------------- (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 13. Page 17 BP p.l.c. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS - concluded Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ----------------------- ($ million) Reconciliation of historical cost profit before interest and tax to net cash inflow from operating activities Profit before interest and tax 4,100 3,856 14,071 10,429 Depreciation and amounts provided 2,485 3,506 7,847 7,886 Exploration expenditure written off 75 55 168 261 Share of profits of joint ventures and associated undertakings (433) (172) (944) (716) Interest and other income (72) (62) (220) (243) (Profit) loss on sale of fixed assets and businesses (172) (1,796) (846) (2,061) Charge for provisions 765 332 1,171 826 Utilization of provisions (278) (392) (822) (1,003) Decrease (increase) in inventories (1,048) (155) (479) (1,458) Decrease (increase) in debtors (638) (379) (4,321) (2,403) (Decrease) increase in creditors 107 (417) 2,573 1,627 ------- ------- ------- ------- Net cash inflow from operating activities 4,891 4,376 18,198 13,145 ======= ======= ======= ======= Financing Long-term borrowing (1,433) (558) (2,656) (3,056) Repayments of long-term borrowing 1,774 567 2,784 1,464 Short-term borrowing (1,924) (1,627) (2,968) (5,879) Repayments of short-term borrowing 143 704 4,430 6,414 ------- ------- ------- ------- (1,440) (914) 1,590 (1,057) Issue of ordinary share capital (31) (55) (112) (178) Repurchase of ordinary share capital - 750 1,999 750 ------- ------- ------- ------- Net cash outflow (inflow) from financing (1,471) (219) 3,477 (485) ======= ======= ======= ======= --------------- (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 13. Page 18 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The results for the interim periods are unaudited and in the opinion of management include all adjustments necessary for a fair presentation of the results for the periods presented. The interim financial statements and notes included in this Report should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2002 included in BP's Annual Report on Form 20-F filed with the Securities and Exchange Commission. Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ------------------------ ------------------------ ($ million) 2. Turnover By business Exploration and Production 7,310 6,220 23,811 18,397 Gas, Power and Renewables 15,904 9,313 48,777 25,316 Refining and Marketing 40,245 35,634 118 ,629 92,393 Petrochemicals 3,798 3,720 11,739 9,946 Other businesses and corporate 138 108 378 379 ------- ------- ------- ------- 67,395 54,995 203,334 146,431 Less: sales between businesses 7,253 5,941 23,097 17,432 ------- ------- ------- ------- Group excluding joint ventures 60,142 49,054 180,237 128,999 Share of sales of joint ventures 914 369 1,676 1,052 ------- ------- ------- ------- 61,056 49,423 181,913 130,051 ======= ======= ======= ======= By geographical area Group excluding joint ventures UK 12,856 12,160 41,739 35,664 Rest of Europe 12,181 13,460 37,409 34,798 USA 31,011 22,880 88,093 57,808 Rest of World 12,766 8,537 38,604 23,556 ------- ------- ------- ------- 68,814 57,037 205,845 151,826 Less: sales between areas 8,672 7,983 25,608 22,827 ------- ------- ------- ------- 60,142 49,054 180,237 128,999 ======= ======= ======= ======= 3. Production taxes UK petroleum revenue tax 65 92 256 245 Overseas production taxes 351 258 1,046 667 ------- ------- ------- ------- 416 350 1,302 912 ======= ======= ======= ======= 4. Exploration expense Exploration and Production UK 11 16 16 26 Rest of Europe 23 5 32 41 USA 60 53 144 228 Rest of World 42 45 157 170 ------- ------- ------- ------- 136 119 349 465 ======= ======= ======= ======= Page 19 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ------------------------- -------------------------- ($ million) 5. Analysis of exceptional items Profit (loss) on sale of fixed assets and businesses or termination of operations Exploration and Production 196 (25) 962 407 Gas, Power and Renewables (2) 1,585 4 1,584 Refining and Marketing (21) 262 (122) 248 Petrochemicals 13 11 22 (134) Other businesses and corporate (14) (39) (20) (44) ------ ------ ------ ------ Exceptional items before taxation 172 1,794 846 2,061 Taxation charge (4) (25) (207) (146) ------ ------ ------ ------ Exceptional items after taxation 168 1,769 639 1,915 ====== ====== ====== ====== 6. Interest expense Group interest payable (a) 178 250 528 778 Capitalized (53) (27) (130) (67) ------ ------ ------ ------ 125 223 398 711 Joint ventures 23 15 53 44 Associated undertakings 11 19 33 64 Unwinding of discount on provisions 45 43 131 128 Unwinding of discount on deferred consideration for acquisitions of investment in TNK-BP 9 - 9 - ------ ------ ------ ------ 213 300 624 947 ====== ====== ====== ====== (a) Includes charges relating to the early redemption of debt 18 - 21 - 7. Charge for taxation Current 1,528 463 4,515 2,036 Deferred (a) (78) 250 508 1,181 ------ ------ ------ ------ 1,450 713 5,023 3,217 ====== ====== ====== ====== UK (a) 280 235 1,178 1,070 Overseas 1,170 478 3,845 2,147 ------ ------ ------ ------ 1,450 713 5,023 3,217 ====== ====== ====== ====== (a) Includes the adjustment to the North Sea deferred tax balance for the supplementary UK corporation tax of 10% - - - 355 ------ ------ ------ ------ Page 20 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 8. Business and geographical analysis Gas, Other Exploration Power Refining businesses By business and and and Petro- and Production Renewables Marketing chemicals corporate Eliminations Total -------------------------------------------------------------------------------------------- ($ million) Three months ended September 30, 2003 Group turnover - third parties 1,736 15,452 39,138 3,678 138 - 60,142 - sales between businesses 5,574 452 1,107 120 - (7,253) - -------------------------------------------------------------------------------------------- 7,310 15,904 40,245 3,798 138 (7,253) 60,142 -------------------------------------------------------------------------------------------- Share of sales by joint ventures 675 - 129 110 - - 914 -------------------------------------------------------------------------------------------- Equity accounted income 348 (1) 51 29 6 - 433 -------------------------------------------------------------------------------------------- Total operating profit (loss) 3,520 91 544 83 (310) - 3,928 Exceptional items 196 (2) (21) 13 (14) - 172 -------------------------------------------------------------------------------------------- Profit (loss) before interest and tax 3,716 89 523 96 (324) - 4,100 -------------------------------------------------------------------------------------------- Capital expenditure and acquisitions 8,250 58 659 182 59 - 9,208 Three months ended September 30, 2002 Group turnover - third parties 1,628 9,218 34,723 3,377 108 - 49,054 - sales between businesses 4,592 95 911 343 - (5,941) - -------------------------------------------------------------------------------------------- 6,220 9,313 35,634 3,720 108 (5,941) 49,054 -------------------------------------------------------------------------------------------- Share of sales by joint ventures 146 - 135 88 - - 369 -------------------------------------------------------------------------------------------- Equity accounted income 174 13 60 (88) 13 - 172 -------------------------------------------------------------------------------------------- Total operating profit (loss) 1,575 59 548 121 (241) - 2,062 Exceptional items (25) 1,585 262 11 (39) - 1,794 -------------------------------------------------------------------------------------------- Profit (loss) before interest and tax 1,550 1,644 810 132 (280) - 3,856 -------------------------------------------------------------------------------------------- Capital expenditure and acquisitions 2,240 107 605 180 48 - 3,180 Page 21 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 8. Business and geographical analysis - continued Rest of Rest of By geographical area UK Europe USA World Eliminations Total ------------------------------------------------------------------ ($ million) Three months ended September 30, 2003 Group turnover -third parties 9,093 9,977 30,398 10,674 - 60,142 -sales between areas 3,763 2,204 613 2,092 (8,672) - ------------------------------------------------------------------ 12,856 12,181 31,011 12,766 (8,672) 60,142 ------------------------------------------------------------------ Share of sales by joint ventures 40 70 57 747 - 914 ------------------------------------------------------------------ Equity accounted income (2) 2 56 377 - 433 ------------------------------------------------------------------ Total operating profit (loss) 315 513 1,343 1,757 - 3,928 Exceptional items 168 (66) (38) 108 - 172 ------------------------------------------------------------------ Profit before interest and tax 483 447 1,305 1,865 - 4,100 ------------------------------------------------------------------ Capital expenditure and acquisitions 377 271 1,403 7,157 - 9,208 Three months ended September 30, 2002 Group turnover -third parties 8,316 11,095 22,770 6,873 - 49,054 -sales between areas 3,844 2,365 110 1,664 (7,983) - ------------------------------------------------------------------ 12,160 13,460 22,880 8,537 (7,983) 49,054 ------------------------------------------------------------------ Share of sales by joint ventures 3 62 78 226 - 369 ------------------------------------------------------------------ Equity accounted income (1) 27 62 84 - 172 ------------------------------------------------------------------ Total operating profit (loss) (88) 748 777 625 - 2,062 Exceptional items (18) 1,672 161 (21) - 1,794 ------------------------------------------------------------------ Profit before interest and tax (106) 2,420 938 604 - 3,856 ------------------------------------------------------------------ Capital expenditure and acquisitions 394 353 1,389 1,044 - 3,180 Page 22 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 8. Business and geographical analysis - continued Gas, Other Exploration Power Refining businesses By business and and and Petro- and Production Renewables Marketing chemicals corporate Eliminations Total -------------------------------------------------------------------------------------------- ($ million) Nine months ended September 30, 2003 Group turnover - third parties 5,892 47,321 115,303 11,343 378 - 180,237 - sales between businesses 17,919 1,456 3,326 396 - (23,097) - -------------------------------------------------------------------------------------------- 23,811 48,777 118,629 11,739 378 (23,097) 180,237 -------------------------------------------------------------------------------------------- Share of sales by joint ventures 1,024 - 341 311 - - 1,676 -------------------------------------------------------------------------------------------- Equity accounted income 743 (4) 125 56 24 - 944 -------------------------------------------------------------------------------------------- Total operating profit (loss) 11,002 343 1,911 578 (609) - 13,225 Exceptional items 962 4 (122) 22 (20) - 846 -------------------------------------------------------------------------------------------- Profit (loss) before interest and tax 11,964 347 1,789 600 (629) - 14,071 -------------------------------------------------------------------------------------------- Capital expenditure and acquisitions 12,849 224 1,581 476 278 - 15,408 Nine months ended September 30, 2002 Group turnover - third parties 4,965 24,347 89,866 9,442 379 - 128,999 - sales between businesses 13,432 969 2,527 504 - (17,432) - -------------------------------------------------------------------------------------------- 18,397 25,316 92,393 9,946 379 (17,432) 128,999 -------------------------------------------------------------------------------------------- Share of sales by joint ventures 378 - 314 360 - - 1,052 -------------------------------------------------------------------------------------------- Equity accounted income 426 105 163 (20) 42 - 716 -------------------------------------------------------------------------------------------- Total operating profit (loss) 5,963 292 2,158 449 (494) - 8,368 Exceptional items 407 1,584 248 (134) (44) - 2,061 -------------------------------------------------------------------------------------------- Profit (loss) before interest and tax 6,370 1,876 2,406 315 (538) - 10,429 -------------------------------------------------------------------------------------------- Capital expenditure and acquisitions 7,126 285 6,707 538 367 - 15,023 Page 23 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 8. Business and geographical analysis - concluded Rest of Rest of By geographical area UK Europe USA World Eliminations Total ------------------------------------------------------------------ ($ million) Nine months ended September 30, 2003 Group turnover -third parties 30,298 30,673 86,530 32,736 - 180,237 -sales between areas 11,441 6,736 1,563 5,868 (25,608) - ------------------------------------------------------------------ 41,739 37,409 88,093 38,604 (25,608) 180,237 ------------------------------------------------------------------ Share of sales by joint ventures 86 225 144 1,221 - 1,676 ------------------------------------------------------------------ Equity accounted income 1 4 119 820 - 944 ------------------------------------------------------------------ Total operating profit 1,718 1,632 5,319 4,556 - 13,225 Exceptional items 693 (97) (275) 525 - 846 ------------------------------------------------------------------ Profit before interest and tax 2,411 1,535 5,044 5,081 - 14,071 ------------------------------------------------------------------ Capital expenditure and acquisitions 1,039 640 4,341 9,388 - 15,408 Nine months ended September 30, 2002 Group turnover -third parties 24,900 28,724 56,411 18,964 - 128,999 -sales between areas 10,764 6,074 1,397 4,592 (22,827) - ------------------------------------------------------------------ 35,664 34,798 57,808 23,556 (22,827) 128,999 ------------------------------------------------------------------ Share of sales by joint ventures 107 188 181 576 - 1,052 ------------------------------------------------------------------ Equity accounted income (4) 138 191 391 - 716 ------------------------------------------------------------------ Total operating profit 1,004 1,842 2,737 2,785 - 8,368 Exceptional items (51) 1,637 534 (59) - 2,061 ------------------------------------------------------------------ Profit before interest and tax 953 3,479 3,271 2,726 - 10,429 ------------------------------------------------------------------ Capital expenditure and acquisitions 1,203 6,158 4,387 3,275 - 15,023 Page 24 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ----------------------- ----------------------- ($ million) 9. Analysis of changes in net debt Opening balance Finance debt 18,594 21,409 22,008 21,417 Less: Cash 2,115 1,284 1,520 1,358 Current asset investments 329 285 215 450 ------- ------- ------- ------- Opening net debt 16,150 19,840 20,273 19,609 ------- ------- ------- ------- Closing balance Finance debt 19,970 22,276 19,970 22,276 Less: Cash 1,091 1,005 1,091 1,005 Current asset investments 404 285 404 285 ------- ------- ------- ------- Closing net debt 18,475 20,986 18,475 20,986 ------- ------- ------- ------- Decrease (increase) in net debt (2,325) (1,146) 1,798 (1,377) ======= ======= ======= ======= Movement in cash/bank overdrafts (1,031) (272) (480) (406) Increase (decrease) in current asset investments 76 (32) 182 (164) Net cash outflow (inflow) from financing (excluding share capital) (1,440) (914) 1,590 (1,057) Partnership interests exchanged for BP loan notes - - - 1,135 Debt transferred to TNK-BP 93 - 93 - Exchange of Exchangeable Bonds for Lukoil American Depositary Shares - - 420 - Other movements (31) 13 139 57 Debt acquired (12) - (12) (999) ------- ------- ------- ------- Movements in net debt before exchange effects (2,345) (1,205) 1,932 (1,434) Exchange adjustments 20 59 (134) 57 ------- ------- ------- ------- Decrease (increase) in net debt (2,325) (1,146) 1,798 (1,377) ======= ======= ======= ======= 10. Movement in BP shareholders' interest $ million Balance at December 31, 2002 69,409 Profit for the period 8,295 Distribution to shareholders (4,258) Currency translation differences (net of tax) 1,723 Issue of ordinary share capital for employee share schemes 112 Repurchase of ordinary share capital (1,999) ------- Balance at September 30, 2003 73,282 ======= Page 25 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 11. Earnings per share Basic earnings per share excludes the dilutive effects of options, warrants and convertible securities. Diluted earnings per share reflects the potential dilution that could occur if options, warrants or convertible securities were exercised or converted into ordinary shares that shared in the earnings of the Group. The dilutive effect of outstanding share options is as follows: Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------------- ---------------------------- (shares thousand) Weighted average number of ordinary shares 22,092,365 22,408,297 22,193,403 22,412,655 Ordinary shares issuable under employee share schemes and as deferred consideration for TNK-BP acquisition 247,416 96,998 138,799 113,159 ----------- ----------- ----------- ----------- 22,339,781 22,505,295 22,332,202 22,525,814 =========== =========== =========== =========== 12. Share-based compensation BP accounts for share options granted to employees using the intrinsic-value method. If the fair value of options granted in any particular year is estimated and this value amortized over the vesting period of the options, an indication of the cost of granting options to employees can be made. The fair value of each share option granted has been estimated using a Black-Scholes option pricing model. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, `Accounting for Stock-Based Compensation', to share based employee compensation. Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ------------------------- ------------------------- ($ million) Profit for the period applicable to ordinary shares, as reported 2,394 2,840 8,295 6,194 Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects (23) (21) (70) (69) -------- -------- -------- -------- Pro forma net income 2,371 2,819 8,225 6,125 ======== ======== ======== ======== (cents) Earnings per ordinary share Basic - as reported 10.85 12.67 37.37 27.63 Basic - pro forma 10.73 12.58 37.06 27.32 Diluted - as reported 10.74 12.61 37.18 27.49 Diluted - pro forma 10.61 12.52 36.83 27.19 Page 26 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. 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, 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 September 30, 2003 (Unaudited) ----------------------------------------------------- As US GAAP Increase (decrease) in caption heading Reported Reclassification Presentation ------------------------------------------------------ ($ million) Consolidated statement of income Other income 148 301 449 Share of profits of JVs and associated undertakings 433 (433) - Exceptional items before taxation 172 - 172 Interest expense 213 (34) 179 Taxation 1,450 (98) 1,352 Profit for the period 2,394 - 2,394 Nine months ended September 30, 2003 (Unaudited) -------------------------------------------------------------- As US GAAP Reported Reclassification Presentation -------------------------------------------------------------- ($ million) Consolidated statement of income Other income 476 692 1,168 Share of profits of JVs and associated undertakings 944 (944) - Exceptional items before taxation 846 - 846 Interest expense 624 (86) 538 Taxation 5,023 (166) 4,857 Profit for the period 8,295 - 8,295 Page 27 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. US generally accepted accounting principles - continued (i) Group consolidation (concluded) Three months ended September 30, 2002 (Unaudited) -------------------------------------------------------------- As US GAAP Increase (decrease) in caption heading Reported Reclassification Presentation -------------------------------------------------------------- ($ million) Consolidated statement of income Other income 151 76 227 Share of profits of JVs and associated undertakings 172 (172) - Exceptional items before taxation 1,794 2 1,796 Interest expense 300 (34) 266 Taxation 713 (63) 650 Profit for the period 2,840 - 2,840 Nine months ended September 30, 2002 (Unaudited) -------------------------------------------------------------- As US GAAP Reported Reclassification Presentation -------------------------------------------------------------- ($ million) Consolidated statement of income Other income 423 421 844 Share of profits of JVs and associated undertakings 716 (716) - Exceptional items before taxation 2,061 - 2,061 Interest expense 947 (108) 839 Taxation 3,217 (187) 3,030 Profit for the year 6,194 - 6,194 (ii) 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. Page 28 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. US generally accepted accounting principles - continued (iii)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 Nine months ended September 30 September 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ---------------------- ($ million) Cost of sales (218) 380 931 670 Taxation 219 (321) (964) (495) Profit for the period (1) (59) 33 (175) ====== ====== ====== ====== At At September 30, December 31, 2003 2002 (Unaudited) ------------- ------------ ($ million) Tangible assets 6,605 7,408 Deferred taxation 6,664 7,486 BP shareholders' interest (59) (78) ====== ====== (iv) 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. The provisions for decommissioning and environmental liabilities are estimated using costs based on current prices and discounted using real discount rates. 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. On January 1, 2003 the Group adopted 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. The provisions for decommissioning under SFAS 143 are set up on a similar basis to UK GAAP except that estimated future cash outflows are discounted using a credit-adjusted risk-free rate rather than a real discount rate. Page 29 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. US generally accepted accounting principles - continued (iv) Provisions - continued The cumulative effect of adopting SFAS 143 at January 1, 2003 resulted in an after tax credit to income, as adjusted to accord with US GAAP, of $1,002 million. The effect of adoption also included an increase in total assets, as adjusted to accord with US GAAP, of $687 million and a reduction in total liabilities, as adjusted to accord with US GAAP, of $315 million. The effect of adoption on the three months and nine months ended September 30, 2003 was to increase profit for the three month period by $10 million and decrease profit for the nine months period by $97 million, before cumulative effect of accounting changes as adjusted to accord with US GAAP. Under US GAAP environmental liabilities are discounted only where the timing and amounts of payments are fixed and reliably determinable. The adjustments to profit for the period and to BP shareholders' interest to accord with US GAAP are summarized below. Three months ended Nine months ended September 30 September 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ---------------------- ($ million) Cost of sales 67 61 125 170 Interest expense (44) (43) (127) (128) Taxation (51) (8) (51) (24) Profit for the period before cumulative effect of accounting changes 28 (10) 53 (18) Cumulative effect of accounting changes - - 1,002 - Profit for the period 28 (10) 1,055 (18) ====== ====== ====== ====== At At September 30, December 31, 2003 2002 (Unaudited) ------------- ------------ ($ million) Tangible assets (683) (1,297) Provisions (525) 412 Deferred taxation (58) (621) BP shareholders' interest (100) (1,088) ====== ====== Page 30 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. US generally accepted accounting principles - continued (iv)Provisions (concluded) The following pro forma data summarize the results of operations assuming SFAS 143 was applied retroactively with effect from January 1, 2002 for the three and nine months ended September 30, 2003 and 2002. Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ---------------------- ($ million) Profit for the period applicable to ordinary shares as adjusted to accord with US GAAP As reported 2,770 3,079 9,770 7,564 Pro forma 2,770 3,154 9,770 7,684 Per ordinary share - cents Basic - as reported 12.55 13.73 44.02 33.74 Basic - pro forma 12.55 14.07 44.02 34.28 Diluted - as reported 12.38 13.67 43.74 33.57 Diluted - pro forma 12.38 14.01 43.74 34.11 Per American Depositary Share - cents Basic - as reported 75.30 82.38 264.12 202.44 Basic - pro forma 75.30 84.42 264.12 205.68 Diluted - as reported 74.28 82.02 262.44 201.42 Diluted - pro forma 74.28 84.06 262.44 204.66 The pro forma asset retirement obligation at January 1, 2002 and December 31, 2002, assuming SFAS 143 was applied retroactively with effect from January 1, 2002, amounts to $3,268 million and $3,469 million, respectively. (v) Sale and leaseback The sale and leaseback of an office building in Chicago, Illinois in 1998 was treated as a sale for UK GAAP whereas for US GAAP it was treated as a financing transaction. The remaining interest in this building was sold in January 2003. Provisions were recognized under UK GAAP in 1999 and 2002 to cover the likely shortfall on rental income from subletting the Chicago office building. As the original sale and leaseback was not treated as a sale for US GAAP the provision was reversed for US GAAP. Following the disposal of the building a provision has now been recognized for US GAAP. Under UK GAAP the profit arising on the sale and operating leaseback of certain railcars in 1999 was taken to income in the period in which the transaction occurred. Under US GAAP this profit was not recognized immediately but amortized over the term of the operating lease. Page 31 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. US generally accepted accounting principles - continued (v) Sale and leaseback (concluded) The adjustments to profit for the period and BP shareholders' interest to accord with US GAAP are summarized below. Three months ended Nine months ended September 30 September 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ---------------------- ($ million) Cost of sales (23) (51) (135) (44) Taxation 7 18 46 16 Profit for the period 16 33 89 28 ====== ====== ====== ====== At At September 30, December 31, 2003 2002 (Unaudited) ------------- ------------ ($ million) Tangible assets - 161 Other accounts payable and accrued liabilities 25 27 Provisions 2 (117) Finance debt - 413 Deferred taxation (10) (56) BP shareholders' interest (17) (106) ====== ====== (vi) 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 Nine months ended September 30 September 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ---------------------- ($ million) Cost of sales (342) (334) (1,027) (977) Profit for the period 342 334 1,027 977 ====== ====== ====== ====== At At September 30, December 31, 2003 2002 (Unaudited) ------------- ------------ ($ million) Intangible assets 968 (84) BP shareholders' interest 968 (84) ====== ====== Page 32 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. US generally accepted accounting principles - continued (vi) Goodwill and intangible assets (concluded) Changes to exploration expenditure, goodwill and other intangible assets, as adjusted to accord with US GAAP, during the nine months ended September 30, 2003 are shown below. Exploration Other expenditure Goodwill intangibles Total ----------------------------------------------------------- ($ million) Net book amount At January 1, 2003 4,944 10,354 488 15,786 Amortization expense (169) - (60) (229) Other movements (623) (90) 44 (669) ----------------------------------------------------------- At September 30, 2003 4,152 10,264 472 14,888 =========================================================== 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 2003 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. (vii) Derivative financial instruments and hedging activities SFAS 133 `Accounting for Derivative Instruments and Hedging Activities' 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. 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 certain of these 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. Under US GAAP, these contracts are marked-to-market. Page 33 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. US generally accepted accounting principles - continued (vii) Derivative financial instruments and hedging activities (concluded) 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 are no longer accounted for at fair value upon application of the consensus. Rather, such contracts are accounted for as executory contracts 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. The cumulative effect of adopting the consensus at January 1, 2003 resulted in an after tax credit to income, as adjusted to accord with US GAAP, of $50 million. Also in October 2002, the FASB Emerging Issues Task Force (EITF) reached a consensus with regards to EITF Issue No. 02-3, `Issues Involved in Accounting for Contracts Under EITF Issue No. 98-10 "Accounting for Contracts Involved in Energy Trading and Risk Management Activities"' (EITF 02-3). Under this consensus trading inventories are recorded on the balance sheet at historical cost. The Group marks trading inventories to market at the balance sheet date. Thus a UK/US GAAP difference arises which impacts both profit for the year and BP shareholders' interest due to the difference in inventory valuations. The adjustments to profit for the period and to BP shareholders' interest to accord with US GAAP are summarized below. Three months ended Nine months ended September 30 September 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ---------------------- ($ million) Cost of sales 17 71 (418) (896) Taxation (7) (14) 145 332 Profit for the period before cumulative effect of accounting changes (10) (57) 273 564 Cumulative effect of accounting changes - - 50 - Profit for the period (10) (57) 323 564 ====== ====== ====== ====== At At September 30, December 31, 2003 2002 (Unaudited) ------------- ------------ ($ million) Inventories (33) (209) Accounts payable and accrued liabilities (332) (13) Deferred taxation 111 (61) BP shareholders' interest 188 (135) ====== ====== Page 34 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. US generally accepted accounting principles - continued (viii) 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 gave rise to a gain on disposal. The adjustments to profit for the period and to BP shareholders' interest to accord with US GAAP are summarized below. Three months ended Nine months ended September 30 September 30 Increase (decrease) in caption heading (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ---------------------- ($ million) Cost of sales 6 6 17 21 Taxation (2) (2) (6) (7) Profit for the period (4) (4) (11) (14) ====== ====== ====== ====== At At September 30, December 31, 2003 2002 (Unaudited) ------------- ------------ ($ million) Intangibles assets 155 167 Accounts payable and accrued liabilities (49) (52) Deferred taxation 71 77 BP shareholders' interest 133 142 ====== ====== (ix) Ordinary shares held for future awards to employees Under UK GAAP, Company shares held by an Employee Share Ownership Plan to meet future requirements of employee share schemes are recorded in the balance sheet as Fixed assets - investments. Under US GAAP, such shares are recorded in the balance sheet as a reduction of shareholders' interest. The adjustment to BP shareholders' interest to accord with US GAAP is shown below. At At September 30, December 31, 2003 2002 Increase (decrease) in caption heading (Unaudited) ------------- ------------ ($ million) Fixed assets - Investments (58) (159) BP shareholders' interest (58) (159) ====== ====== Page 35 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. US generally accepted accounting principles - continued (x) Dividends Under UK GAAP, dividends are recorded in the period in respect of which they are announced or declared by the board of directors to the shareholders. Under US GAAP, dividends are recorded in the period in which dividends are declared. The adjustment to BP shareholders' interest to accord with US GAAP is shown below. At At September 30, December 31, 2003 2002 Increase (decrease) in caption heading (Unaudited) ------------- ------------ ($ million) Other accounts payable and accrued liabilities (1,438) (1,398) BP shareholders' interest 1,438 1,398 ====== ====== (xi) 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 September 30, December 31, 2003 2002 Increase (decrease) in caption heading (Unaudited) ------------- ------------ ($ million) Fixed assets - Investments 735 52 Deferred taxation 257 18 BP shareholders' interest 478 34 ====== ====== (xii) Additional minimum pension liability Where a pension plan has an unfunded accumulated benefit obligation, US GAAP requires such amount to be recognized as a liability in the balance sheet. The adjustment resulting from the recognition of any such minimum liability, including the elimination of amounts previously recognized as a prepaid benefit cost, is reported as an intangible asset to the extent of unrecognized prior service cost with the remaining amount reported in comprehensive income. The adjustments to BP shareholders' interest to accord with US GAAP are summarized below. At At September 30, December 31, 2003 2002 Increase (decrease) in caption heading (Unaudited) ------------- ------------ ($ million) Intangible assets 137 137 Other receivables falling due after more than one year (1,211) (1,211) Noncurrent liabilities - accounts payable and accrued liabilities 2,459 2,459 Deferred taxation (1,247) (1,247) BP shareholders' interest (2,286) (2,286) ====== ====== Page 36 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. 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). Profit for the period Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 -------------------- ------------------------- ($ million) Profit as reported in the consolidated statement of income 2,394 2,840 8,295 6,194 Adjustments: ------ ------ ------ ------ Deferred taxation/business combinations (iii) (1) (59) 33 (175) Provisions (iv) 28 (10) 53 (18) Sale and leaseback (v) 16 33 89 28 Goodwill (vi) 342 334 1,027 977 Derivative financial instruments (vii) (10) (57) 273 564 Gain arising on asset exchange (viii) (4) (4) (11) (14) Other 5 2 11 8 ------ ------ ------ ------ 376 239 1,475 1,370 ------ ------ ------ ------ Profit for the period as adjusted to accord with US GAAP before cumulative effect of accounting changes 2,770 3,079 9,770 7,564 Cumulative effect of accounting changes: Provisions - - 1,002 - Derivative financial instruments - - 50 - ------ ------ ------ ------ Profit for the period as adjusted to accord with US GAAP 2,770 3,079 10,822 7,564 ====== ====== ====== ====== Profit for the period as adjusted: Per ordinary share - cents Basic - before cumulative effect of accounting changes 12.55 13.73 44.02 33.74 Cumulative effect of accounting changes: Provisions - - 4.51 - Derivative financial instruments - - 0.23 - ------ ------ ------ ------ 12.55 13.73 48.76 33.74 ====== ====== ====== ====== Diluted - before cumulative effect of accounting changes 12.38 13.67 43.74 33.57 Cumulative effect of accounting changes: Provisions - - 4.49 - Derivative financial instruments - - 0.22 - ------ ------ ------ ------ 12.38 13.67 48.45 33.57 ====== ====== ====== ====== Per American Depositary Share - cents (a) Basic - before cumulative effect of accounting changes 75.30 82.38 264.12 202.44 Cumulative effect of accounting changes: Provisions - - 27.06 - Derivative financial instruments - - 1.38 - ------ ------ ------ ------ 75.30 82.38 292.56 202.44 ====== ====== ====== ====== Diluted - before cumulative effect of accounting changes 74.28 82.02 262.44 201.42 Cumulative effect of accounting changes: Provisions - - 26.94 - Derivative financial instruments - - 1.32 - ------ ------ ------ ------ 74.28 82.02 290.70 201.42 ====== ====== ====== ====== Page 37 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. US generally accepted accounting principles - continued At BP shareholders' interest September 30, 2003 At (Unaudited) December 31, 2002 -------------------------------------------- ($ million) BP shareholders' interest as reported in the consolidated balance sheet 73,282 69,409 ------- ------- Adjustments: Deferred taxation/business combinations (iii) (59) (78) Provisions (iv) (100) (1,088) Sale and leaseback (v) (17) (106) Goodwill (vi) 968 (84) Derivative financial instruments (vii) 188 (135) Gain arising on asset exchange (viii) 133 142 Ordinary shares held for future awards to employees (ix) (58) (159) Dividends (x) 1,438 1,398 Investments (xi) 478 34 Additional minimum pension liability (xii) (2,286) (2,286) Other (44) (48) ------- ------- 641 (2,410) ------- ------- BP shareholders' interest as adjusted to accord with US GAAP 73,923 66,999 ======= ======= --------------- (a) One American Depositary Share is equivalent to six ordinary shares. Comprehensive income The components of comprehensive income, net of related tax are as follows: Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 -------------------- ------------------------- ($ million) Profit for the period as adjusted to accord with US GAAP 2,770 3,079 10,822 7,564 Currency translation differences 230 279 1,723 1,864 Net unrealized gain (loss) on investments 144 (69) 444 112 Additional minimum pension liability - - - - ------ ------ ------ ------ Comprehensive income 3,144 3,289 12,989 9,540 ====== ====== ====== ====== Accumulated other comprehensive income at September 30, 2003 and December 31, 2002 comprised losses of $1,542 million and $3,709 million, respectively. Page 38 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. US generally accepted accounting principles - continued Consolidated statement of cash flows The Group's financial statements include a consolidated statement of cash flows in accordance with the revised UK Financial Reporting Standard No. 1 (FRS 1). The statement prepared under FRS 1 presents substantially the same information as that required under FASB Statement of Financial Accounting Standards No. 95 'Statement of Cash Flows' (SFAS 95). Under FRS 1 cash flows are presented for (i) operating activities; (ii) dividends from joint ventures; (iii) dividends from associated undertakings; (iv) servicing of finance and returns on investments; (v) taxation; (vi) capital expenditure and financial investment; (vii) acquisitions and disposals; (viii) dividends; (ix) financing; and (x) management of liquid resources. SFAS 95 only requires presentation of cash flows from operating, investing and financing activities. Cash flows under FRS 1 in respect of dividends from joint ventures and associated undertakings, taxation and servicing of finance and returns on investments are included within operating activities under SFAS 95. Interest paid includes payments in respect of capitalized interest, which under SFAS 95 are included in capital expenditure under investing activities. Cash flows under FRS 1 in respect of capital expenditure and acquisitions and disposals are included in investing activities under SFAS 95. Dividends paid are included within financing activities. All short-term investments are regarded as liquid resources for FRS 1. Under SFAS 95 short-term investments with original maturities of three months or less are classified as cash equivalents and aggregated with cash in the cash flow statement. Cash flows in respect of short-term investments with original maturities exceeding three months are included in operating activities. Page 39 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. US generally accepted accounting principles - continued The consolidated statement of cash flows presented in accordance with SFAS 95 is as follows: Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 -------------------- ------------------------- ($ million) Operating activities Profit after taxation 2,437 2,843 8,424 6,265 Adjustments to reconcile profits after tax to net cash provided by operating activities Depreciation and amounts provided 2,485 3,506 7,847 7,886 Exploration expenditure written off 75 55 168 261 Share of profits of joint ventures and associated undertakings less dividends received (197) 51 (315) 11 (Profit) loss on sale of businesses and fixed assets (172) (1,796) (846) (2,061) Working capital movement (a) (873) (1,002) (1,241) (2,323) Deferred taxation (78) 250 508 1,181 Other 472 (191) 254 (247) ------ ------ ------ ------ Net cash provided by operating activities 4,149 3,716 14,799 10,973 ------ ------ ------ ------ Investing activities Capital expenditures (3,116) (3,007) (8,830) (8,639) Acquisitions, net of cash acquired (2,653) (2,607) (2,803) (4,296) Investment in associated undertakings (243) (125) (760) (756) Net investment in joint ventures - (23) (16) (137) Proceeds from disposal of assets 874 2,881 5,022 5,752 ------ ------ ------ ------ Net cash used in investing activities (5,138) (2,881) (7,387) (8,076) ------ ------ ------ ------ Financing activities Net proceeds from shares issued (repurchased) 31 (695) (1,887) (572) Proceeds from long-term financing 1,433 558 2,656 3,056 Repayments of long-term financing (1,774) (567) (2,784) (1,464) Net increase (decrease) in short-term debt 1,781 923 (1,462) (535) Dividends paid - BP Shareholders (1,433) (1,346) (4,216) (3,924) - Minority shareholders (4) (13) (17) (29) ------ ------ ------ ------ Net cash provided by financing activities 34 (1,140) (7,710) (3,468) ------ ------ ------ ------ Currency translation differences relating to cash and cash equivalents 6 26 58 53 ------ ------ ------ ------ Decrease in cash and cash equivalents (949) (279) (240) (518) Cash and cash equivalents at beginning of period 2,444 1,569 1,735 1,808 ------ ------ ------ ------ Cash and cash equivalents at end of period 1,495 1,290 1,495 1,290 ====== ====== ====== ====== (a) Working capital: Inventories (increase) decrease (1,048) (155) (479) (1,458) Receivables (increase) decrease (656) (345) (4,368) (2,479) Current liabilities - excluding finance debt increase (decrease) 831 (502) 3,606 1,614 ------ ------ ------ ------ (873) (1,002) (1,241) (2,323) ====== ====== ====== ====== Page 40 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. US generally accepted accounting principles - continued Impact of new US accounting standards 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 ending after December 15, 2003. The Company is currently carrying out the analysis necessary to adopt Interpretation 46 in the fourth quarter of 2003 for existing entities. The Company does not expect that the adoption of Interpretation 46 will have a significant effect on profit, as adjusted to accord with US GAAP, or BP shareholders' interest, as adjusted to accord with US GAAP. The Company currently has several ships under construction which will be accounted for under UK GAAP as operating leases. Under Interpretation 46, certain of the arrangements represent variable interest entities that would be consolidated by the Group. At September 30, 2003 consolidation of these entities would result in an increase in tangible assets and finance debt of approximately $150 million. The maximum exposure to loss as a result of the Group's involvement with these entities is limited to the debt of the entity, less the fair value of the ships at the end of the lease term. Financial instruments: In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149 "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" (SFAS 149). SFAS 149 amends and clarifies the financial accounting and reporting of derivative instruments and hedging activities under SFAS 133. SFAS 149 applies to contracts entered into or modified after June 30, 2003, and hedging relationships designated after June 30, 2003. In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" (SFAS 150). SFAS 150 establishes standards for classifying and measuring certain financial instruments that have characteristics of both liabilities and equity. SFAS 150 applies to instruments entered into or modified after May 31, 2003. For instruments existing at May 31, 2003, SFAS 150 is effective for accounting periods beginning after June 15, 2003. The adoption of SFAS 149 and SFAS 150 did not have a significant effect on profit, as adjusted to accord with US GAAP, or BP shareholders' interest, as adjusted to accord with US GAAP. Tangible assets: The Securities and Exchange Commission has requested the FASB to consider whether oil and natural gas mineral rights held under lease or other contractual arrangement should be classified on the balance sheet as a tangible asset (property, plant and equipment) or as an intangible asset (exploration expenditure). The FASB, along with other accounting and reporting issues impacting extractive industries, is currently considering whether additional guidance is necessary. In accordance with Group accounting practice, exploration license acquisition costs are initially capitalized as an intangible fixed asset and are amortized over the estimated period of exploration. Where proved reserves of oil or natural gas are determined and development is sanctioned, the unamortized cost is transferred to tangible production assets. Where exploration is unsuccessful, the unamortized cost is charged against income. At September 30, 2003, exploration license acquisition costs included in the Group's tangible fixed assets amounted to approximately $1.1 billion, net of accumulated depletion. Page 41 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. US generally accepted accounting principles - concluded Impact of new UK accounting standards Retirement benefits: In December 2000, the UK Accounting Standards Board issued Financial Reporting Standard No. 17 `Retirement Benefits' (FRS 17). This standard was to be fully effective for accounting periods ending on or after June 22, 2003 with certain of the disclosure requirements effective for periods prior to 2003. FRS 17 requires that financial statements reflect at fair value the assets and liabilities arising from an employer's retirement benefit obligations and any related funding. The operating costs of providing retirement benefits are recognized in the period in which they are earned together with any related finance costs and changes in the value of related assets and liabilities. 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. 14. TNK-BP operational and financial information 29 August - 30 September 2003 Production (Net of Royalties) (BP share) Crude oil (mb/d) 654 Natural gas (mmcf/d) 239 Total hydrocarbons (mboe/d) (a) 695 ============= Income statement (BP share) $ million Total operating profit 158 Profit (loss) on sale of fixed assets and businesses - Interest expense (13) Taxation (30) Minority shareholders' interest (1) ------------- Net income 114 ============= --------------- (a) Natural gas is converted to oil equivalent at 5.8 billion cubic feet = 1 million barrels. 15. 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. BP p.l.c. fully and unconditionally guarantees the payment obligations of its 100% owned subsidiary BP Exploration (Alaska) Inc. under the Prudhoe Bay Royalty Trust. BP p.l.c. also fully and unconditionally guarantees securities issued by BP Australia Capital Markets Limited, BP Canada Finance Company, BP Capital Markets p.l.c. and BP Capital Markets America Inc. These companies are 100%-owned finance subsidiaries of BP p.l.c. Page 42 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Income statement Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Three months ended September 30, 2003 Turnover 784 - 61,056 (784) 61,056 Less: Joint ventures - - 914 - 914 ----------------------------------------------------------------------------- Group turnover 784 - 60,142 (784) 60,142 Cost of sales 378 - 52,817 (860) 52,335 Production taxes 58 - 358 - 416 ----------------------------------------------------------------------------- Gross profit 348 - 6,967 76 7,391 Distribution and administration expenses 3 38 3,867 - 3,908 Exploration expense 8 - 129 (1) 136 ----------------------------------------------------------------------------- 337 (38) 2,971 77 3,347 Other income 5 112 204 (173) 148 ----------------------------------------------------------------------------- Group operating profit 342 74 3,175 (96) 3,495 Share of profits of joint ventures - - 300 - 300 Share of profits of associated undertakings - - 133 - 133 Equity accounted income of subsidiaries 64 3,908 - (3,972) - ----------------------------------------------------------------------------- Total operating profit 406 3,982 3,608 (4,068) 3,928 Profit (loss) on sale of fixed assets and businesses or termination of operations - 184 172 (184) 172 ----------------------------------------------------------------------------- Profit before interest and tax 406 4,166 3,780 (4,252) 4,100 Interest expense 69 310 261 (427) 213 ----------------------------------------------------------------------------- Profit before taxation 337 3,856 3,519 (3,825) 3,887 Taxation 216 1,450 1,248 (1,464) 1,450 ----------------------------------------------------------------------------- Profit after taxation 121 2,406 2,271 (2,361) 2,437 Minority shareholders' interest - - 43 - 43 ----------------------------------------------------------------------------- Profit for the period 121 2,406 2,228 (2,361) 2,394 ============================================================================= Page 43 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. Condensed consolidating information - continued Income statement (continued) The following is a summary of the adjustments to the profit for the period which would be required if generally accepted accounting principles in the United States (US GAAP) had been applied instead of those generally accepted in the United Kingdom. Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Three months ended September 30, 2003 Profit as reported 121 2,406 2,228 (2,361) 2,394 Adjustments: Deferred taxation/business combinations (3) (1) 2 1 (1) Provisions (20) 28 47 (27) 28 Sale and leaseback - 16 16 (16) 16 Goodwill - 342 342 (342) 342 Derivative financial instruments 8 (10) (10) 2 (10) Gain arising on asset exchange - (4) (4) 4 (4) Other - 5 5 (5) 5 ----------------------------------------------------------------------------- Profit for the period as adjusted to accord with US GAAP 106 2,782 2,626 (2,744) 2,770 ============================================================================= Page 44 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Income statement (continued) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Nine months ended September 30, 2003 Turnover 2,414 - 181,913 (2,414) 181,913 Less: Joint ventures - - 1,676 - 1,676 ----------------------------------------------------------------------------- Group turnover 2,414 - 180,237 (2,414) 180,237 Cost of sales 1,107 - 157,753 (2,637) 156,223 Production taxes 184 - 1,118 - 1,302 ----------------------------------------------------------------------------- Gross profit 1,123 - 21,366 223 22,712 Distribution and administration expenses 3 77 10,478 - 10,558 Exploration expense 16 - 334 (1) 349 ----------------------------------------------------------------------------- 1,104 (77) 10,554 224 11,805 Other income 16 494 506 (540) 476 ----------------------------------------------------------------------------- Group operating profit 1,120 417 11,060 (316) 12,281 Share of profits of joint ventures - - 522 - 522 Share of profits of associated undertakings - - 422 - 422 Equity accounted income of subsidiaries 292 12,996 - (13,288) - ----------------------------------------------------------------------------- Total operating profit 1,412 13,413 12,004 (13,604) 13,225 Profit (loss) on sale of fixed assets and businesses or termination of operations - 860 846 (860) 846 ----------------------------------------------------------------------------- Profit before interest and tax 1,412 14,273 12,850 (14,464) 14,071 Interest expense 207 941 785 (1,309) 624 ----------------------------------------------------------------------------- Profit before taxation 1,205 13,332 12,065 (13,155) 13,447 Taxation 605 5,023 4,507 (5,112) 5,023 ----------------------------------------------------------------------------- Profit after taxation 600 8,309 7,558 (8,043) 8,424 Minority shareholders' interest - - 129 - 129 ----------------------------------------------------------------------------- Profit for the period 600 8,309 7,429 (8,043) 8,295 ============================================================================= Page 45 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. Condensed consolidating information - continued Income statement (continued) The following is a summary of the adjustments to the profit for the period which would be required if generally accepted accounting principles in the United States (US GAAP) had been applied instead of those generally accepted in the United Kingdom. Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Nine months ended September 30, 2003 Profit as reported 600 8,309 7,429 (8,043) 8,295 Adjustments: Deferred taxation/business combinations (9) 33 42 (33) 33 Provisions (25) 53 73 (48) 53 Sale and leaseback - 89 89 (89) 89 Goodwill - 1,027 1,027 (1,027) 1,027 Derivative financial instruments 8 273 273 (281) 273 Gain arising on asset exchange - (11) (11) 11 (11) Other - 11 11 (11) 11 ----------------------------------------------------------------------------- Profit for the period before cumulative effect of accounting changes as adjusted to accord with US GAAP 574 9,784 8,933 (9,521) 9,770 Cumulative effect of accounting changes: Provisions 214 1,002 788 (1,002) 1,002 Derivative financial instruments - 50 50 (50) 50 ----------------------------------------------------------------------------- Profit for the period as adjusted to accord with US GAAP 788 10,836 9,771 (10,573) 10,822 ============================================================================= Page 46 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Income statement (continued) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Three months ended September 30, 2002 Turnover 635 - 49,423 (635) 49,423 Less: Joint ventures - - 369 - 369 ----------------------------------------------------------------------------- Group turnover 635 - 49,054 (635) 49,054 Cost of sales 427 - 43,854 (646) 43,635 Production taxes 49 - 301 - 350 ----------------------------------------------------------------------------- Gross profit 159 - 4,899 11 5,069 Distribution and administration expenses - 77 3,137 - 3,214 Exploration expense 3 - 116 - 119 ----------------------------------------------------------------------------- 156 (77) 1,646 11 1,736 Other income 5 192 92 (138) 151 ----------------------------------------------------------------------------- Group operating profit 161 115 1,738 (127) 1,887 Share of profits of joint ventures - - 104 - 104 Share of profits of associated undertakings - - 71 - 71 Equity accounted income of subsidiaries 49 2,066 - (2,115) - ----------------------------------------------------------------------------- Total operating profit 210 2,181 1,913 (2,242) 2,062 Profit (loss) on sale of fixed assets and businesses or termination of operations - 1,794 1,769 (1,769) 1,794 ----------------------------------------------------------------------------- Profit before interest and tax 210 3,975 3,682 (4,011) 3,856 Interest expense 23 427 416 (566) 300 ----------------------------------------------------------------------------- Profit before taxation 187 3,548 3,266 (3,445) 3,556 Taxation 55 713 666 (721) 713 ----------------------------------------------------------------------------- Profit after taxation 132 2,835 2,600 (2,724) 2,843 Minority shareholders' interest - - 3 - 3 ----------------------------------------------------------------------------- Profit for the period 132 2,835 2,597 (2,724) 2,840 ============================================================================= Page 47 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. Condensed consolidating information - continued Income statement (continued) The following is a summary of the adjustments to the profit for the period which would be required if generally accepted accounting principles in the United States (US GAAP) had been applied instead of those generally accepted in the United Kingdom. Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Three months ended September 30, 2002 Profit as reported 132 2,835 2,597 (2,724) 2,840 Adjustments: Deferred taxation/business combinations (32) (59) (39) 71 (59) Provisions 10 (10) (20) 10 (10) Sale and leaseback - 33 33 (33) 33 Goodwill - 334 334 (334) 334 Derivative financial instruments - (57) (57) 57 (57) Gain arising on asset exchange - (4) (4) 4 (4) Other - 2 2 (2) 2 ----------------------------------------------------------------------------- Profit for the period as adjusted to accord with US GAAP 110 3,074 2,846 (2,951) 3,079 ============================================================================= Page 48 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Income statement (continued) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Nine months ended September 30, 2002 Turnover 1,729 - 129,987 (1,665) 130,051 Less: Joint ventures - - 1,052 - 1,052 ----------------------------------------------------------------------------- Group turnover 1,729 - 128,935 (1,665) 128,999 Cost of sales 1,047 - 112,013 (1,695) 111,365 Production taxes 146 - 766 - 912 ----------------------------------------------------------------------------- Gross profit 536 - 16,156 30 16,722 Distribution and administration expenses - 403 8,625 - 9,028 Exploration expense 16 - 449 - 465 ----------------------------------------------------------------------------- 520 (403) 7,082 30 7,229 Other income 26 500 254 (357) 423 ----------------------------------------------------------------------------- Group operating profit 546 97 7,336 (327) 7,652 Share of profits of joint ventures - - 263 - 263 Share of profits of associated undertakings - - 453 - 453 Equity accounted income of subsidiaries 154 8,504 - (8,681) - ----------------------------------------------------------------------------- Total operating profit 700 8,601 8,052 (9,008) 8,368 Profit (loss) on sale of fixed assets and businesses or termination of operations - 2,898 2,873 (3,710) 2,061 ----------------------------------------------------------------------------- Profit before interest and tax 700 11,499 10,925 (12,718) 10,429 Interest expense 63 1,274 1,176 (1,566) 947 ----------------------------------------------------------------------------- Profit before taxation 637 10,225 9,749 (11,152) 9,482 Taxation 232 3,217 3,018 (3,250) 3,217 ----------------------------------------------------------------------------- Profit after taxation 405 7,008 6,731 (7,902) 6,265 Minority shareholders' interest - - 71 - 71 ----------------------------------------------------------------------------- Profit for the period 405 7,008 6,660 (7,902) 6,194 ============================================================================= Page 49 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. Condensed consolidating information - continued Income statement (concluded) The following is a summary of the adjustments to the profit for the period which would be required if generally accepted accounting principles in the United States (US GAAP) had been applied instead of those generally accepted in the United Kingdom. Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Nine months ended September 30, 2002 Profit as reported 405 7,008 6,660 (7,902) 6,194 Adjustments: Deferred taxation/business combinations (97) (175) (113) 210 (175) Provisions 9 (18) (27) 18 (18) Sale and leaseback - 28 28 (28) 28 Goodwill - 977 977 (977) 977 Derivative financial instruments - 564 564 (564) 564 Gain arising on asset exchange - (14) (14) 14 (14) Other - 8 8 (8) 8 ----------------------------------------------------------------------------- Profit for the period as adjusted to accord with US GAAP 317 8,378 8,083 (9,237) 7,564 ============================================================================= Page 50 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. 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 September 30, 2003 Fixed assets Intangible assets 421 - 13,210 - 13,631 Tangible assets 6,298 - 82,632 - 88,930 Investments Subsidiaries - equity accounted basis 2,710 81,649 - (84,359) - Other - 60 16,875 - 16,935 ----------------------------------------------------------------------------- 2,710 81,709 16,875 (84,359) 16,935 ----------------------------------------------------------------------------- Total fixed assets 9,429 81,709 112,717 (84,359) 119,496 ----------------------------------------------------------------------------- Current assets Inventories 78 - 10,790 - 10,868 Receivables 20,580 26,497 36,465 (45,299) 38,243 Investments - - 404 - 404 Cash at bank and in hand (3) (5) 1,099 - 1,091 ----------------------------------------------------------------------------- 20,655 26,492 48,758 (45,299) 50,606 ----------------------------------------------------------------------------- Current liabilities - falling due within one year Finance debt 9,786 - 6,756 (9,731) 6,811 Accounts payable and accrued liabilities 1,155 8,583 38,936 (7,483) 41,191 ----------------------------------------------------------------------------- Net current assets (liabilities) 9,714 17,909 3,066 (28,085) 2,604 ----------------------------------------------------------------------------- Total assets less current liabilities 19,143 99,618 115,783 (112,444) 122,100 Noncurrent liabilities Finance debt - - 13,159 - 13,159 Accounts payable and accrued liabilities 4,404 48 29,411 (28,085) 5,778 Provisions for liabilities and charges Deferred taxation 1,726 - 12,556 - 14,282 Other provisions 467 146 13,912 - 14,525 ----------------------------------------------------------------------------- Net assets 12,546 99,424 46,745 (84,359) 74,356 Minority shareholders' interest - equity - - 1,074 - 1,074 ----------------------------------------------------------------------------- BP shareholders' interest 12,546 99,424 45,671 (84,359) 73,282 ============================================================================= Page 51 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. 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 September 30, 2003 Capital and reserves Capital shares 1,903 5,548 - (1,903) 5,548 Paid-in surplus 3,146 4,423 - (3,146) 4,423 Merger reserve - 26,363 697 - 27,060 Other reserves - 146 - - 146 Retained earnings 7,497 62,944 44,974 (79,310) 36,105 ----------------------------------------------------------------------------- 12,546 99,424 45,671 (84,359) 73,282 ============================================================================= 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 12,546 99,424 45,671 (84,359) 73,282 Adjustments: Deferred taxation/business combinations 65 (59) (124) 59 (59) Provisions 25 (100) (125) 100 (100) Sale and leaseback - (17) (17) 17 (17) Goodwill - 968 968 (968) 968 Derivative financial instruments (58) 188 188 (130) 188 Gain arising on asset exchange - 133 133 (133) 133 Ordinary shares held for future awards to employees - (58) - - (58) Dividends - 1,438 - - 1,438 Investments - 478 478 (478) 478 Additional minimum pension liability - (2,286) (2,286) 2,286 (2,286) Other - (44) (44) 44 (44) ----------------------------------------------------------------------------- Shareholders' interest as adjusted to accord with US GAAP 12,578 100,065 44,842 (83,562) 73,923 ============================================================================= Page 52 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. 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 Fixed assets Intangible assets 427 - 15,139 - 15,566 Tangible assets 6,405 - 81,277 - 87,682 Investments Subsidiaries - equity accounted basis 2,561 91,939 - (94,500) - Other - 162 10,649 - 10,811 ----------------------------------------------------------------------------- 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 15. 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, 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 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) 185 (135) Gain arising on asset exchange - 142 142 (142) 142 Ordinary shares held for future awards to employees - (159) - - (159) Dividends - 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 11,829 93,127 52,840 (90,797) 66,999 ============================================================================= Page 54 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Cash flow statement Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Three months ended September 30, 2003 Net cash inflow (outflow) from operating activities 447 (589) 5,021 12 4,891 Dividends from joint ventures - - 39 - 39 Dividends from associated undertakings - - 65 - 65 Dividends from subsidiaries 8 4,568 - (4,576) - Net cash inflow (outflow) from servicing of finance and returns on investments (35) 53 (118) - (100) Tax paid (40) - (763) - (803) Net cash inflow (outflow) for capital expenditure and financial investment (92) (2,665) 568 - (2,189) Net cash inflow (outflow) for acquisitions and disposals 1 12 (2,897) (12) (2,896) Equity dividends paid - (1,433) (4,576) 4,576 (1,433) ----------------------------------------------------------------------------- Net cash inflow (outflow) 289 (54) (2,661) - (2,426) ============================================================================= Financing 281 (31) (1,721) - (1,471) Management of liquid resources - - 76 - 76 Increase (decrease) in cash 8 (23) (1,016) - (1,031) ----------------------------------------------------------------------------- 289 (54) (2,661) - (2,426) ============================================================================= 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 416 4,032 4,244 (4,543) 4,149 Net cash provided by (used in) investing activities (92) (2,653) (2,329) (64) (5,138) Net cash provided by (used in) financing activities (316) (1,402) (2,855) 4,607 34 Currency translation differences relating to cash and cash equivalents - - 6 - 6 ----------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents 8 (23) (934) - (949) Cash and cash equivalents at beginning of period (11) 18 2,437 - 2,444 ----------------------------------------------------------------------------- Cash and cash equivalents at end of period (3) (5) 1,503 - 1,495 ============================================================================= Page 55 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Cash flow statement (continued) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Three months ended September 30, 2002 Net cash inflow (outflow) from operating activities 340 1,955 2,081 - 4,376 Dividends from joint ventures - - 30 - 30 Dividends from associated undertakings - - 96 - 96 Dividends from subsidiaries 11 - - (11) - Net cash inflow (outflow) from servicing of finance and returns on investments - 63 (227) - (164) Tax paid (29) (1) (631) - (661) Net cash inflow (outflow) for capital expenditure and financial investment (139) 25 (2,378) - (2,492) Net cash inflow (outflow) for acquisitions and disposals - - (362) - (362) Equity dividends paid - (1,346) (11) 11 (1,346) ----------------------------------------------------------------------------- Net cash inflow (outflow) 183 696 (1,402) - (523) ============================================================================= Financing 188 695 (1,102) - (219) Management of liquid resources - - (32) - (32) Increase (decrease) in cash (5) 1 (268) - (272) ----------------------------------------------------------------------------- 183 696 (1,402) - (523) ============================================================================= 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 322 2,017 1,348 29 3,716 Net cash provided by (used in) investing activities (139) 25 (2,740) (27) (2,881) Net cash provided by (used in) financing activities (188) (2,041) 1,091 (2) (1,140) Currency translation differences relating to cash and cash equivalents - - 26 - 26 ----------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents (5) 1 (275) - (279) Cash and cash equivalents at beginning of period (6) 2 1,573 - 1,569 ----------------------------------------------------------------------------- Cash and cash equivalents at end of period (11) 3 1,298 - 1,290 ============================================================================= page 56 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. Condensed consolidating information - continued Issuer Guarantor -------------------------- BP Eliminations Cash flow statement (continued) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Nine months ended September 30, 2003 Net cash inflow (outflow) from operating activities 1,337 (14,131) 30,978 14 18,198 Dividends from joint ventures - - 80 - 80 Dividends from associated undertakings - - 297 - 297 Dividends from subsidiaries 18 22,701 - (22,719) - Net cash inflow (outflow) from servicing of finance and returns on investments (57) 123 (701) - (635) Tax paid (87) (3) (3,198) - (3,288) Net cash inflow (outflow) for capital expenditure and financial investment (304) (2,607) (946) - (3,857) Net cash inflow (outflow) for acquisitions and disposals 10 14 (3,410) (14) (3,400) Equity dividends paid - (4,216) (22,719) 22,719 (4,216) ----------------------------------------------------------------------------- Net cash inflow (outflow) 917 1,881 381 - 3,179 ============================================================================= Financing 909 1,887 681 - 3,477 Management of liquid resources - - 182 - 182 Increase (decrease) in cash 8 (6) (482) - (480) ----------------------------------------------------------------------------- 917 1,881 381 - 3,179 ============================================================================= 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 1,278 8,691 27,456 (22,626) 14,799 Net cash provided by (used in) investing activities (304) (2,593) (4,356) (134) (7,387) Net cash provided by (used in) financing activities (966) (6,104) (23,400) 22,760 (7,710) Currency translation differences relating to cash and cash equivalents - - 58 - 58 ----------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents 8 (6) (242) - (240) Cash and cash equivalents at beginning of period (11) 1 1,745 - 1,735 ----------------------------------------------------------------------------- Cash and cash equivalents at end of period (3) (5) 1,503 - 1,495 ============================================================================= Page 57 BP p.l.c. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - concluded 15. Condensed consolidating information - concluded Issuer Guarantor -------------------------- BP Eliminations Cash flow statement (concluded) Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Nine months ended September 30, 2002 Net cash inflow (outflow) from operating activities 934 3,440 7,908 863 13,145 Dividends from joint ventures - - 129 - 129 Dividends from associated undertakings - - 303 - 303 Dividends from subsidiaries 26 - - (26) - Net cash inflow (outflow) from servicing of finance and returns on investments - 189 (855) - (666) Tax paid (75) (2) (1,956) - (2,033) Net cash inflow (outflow) for capital expenditure and financial investment (427) 7 (6,408) - (6,828) Net cash inflow (outflow) for acquisitions and disposals - 863 (1,181) (863) (1,181) Equity dividends paid - (3,924) (26) 26 (3,924) ----------------------------------------------------------------------------- Net cash inflow (outflow) 458 573 (2,086) - (1,055) ============================================================================= Financing 440 573 (1,498) - (485) Management of liquid resources - - (164) - (164) Increase (decrease) in cash 18 - (424) - (406) ----------------------------------------------------------------------------- 458 573 (2,086) - (1,055) ============================================================================= The consolidated statement of cash flows presented in accordance with SFAS 95 is as follows: Issuer Guarantor -------------------------- BP Eliminations Exploration Other and BP (Alaska) Inc. BP p.l.c. subsidiaries reclassifications Group ----------------------------------------------------------------------------- ($ million) Net cash provided by (used in) operating activities 885 3,627 5,543 918 10,973 Net cash provided by (used in) investing activities (427) 871 (7,604) (916) (8,076) Net cash provided by (used in) financing activities (440) (4,498) 1,472 (2) (3,468) Currency translation differences relating to cash and cash equivalents - - 53 - 53 ----------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents 18 - (536) - (518) Cash and cash equivalents at beginning of period (29) 3 1,834 - 1,808 ----------------------------------------------------------------------------- Cash and cash equivalents at end of period (11) 3 1,298 - 1,290 ============================================================================= Page 58 BP p.l.c. AND SUBSIDIARIES ENVIRONMENTAL INDICATORS Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ------------------------- ------------------------- Average crude oil realizations - $/bbl UK 27.68 26.78 28.33 24.22 USA 28.61 25.86 29.19 23.15 Rest of World 26.30 25.13 26.69 22.36 BP average 27.72 26.01 28.25 23.35 Average natural gas liquids realizations - $/bbl UK 22.62 15.30 20.09 14.43 USA 18.37 12.59 18.15 11.62 Rest of World 21.76 13.75 21.65 13.07 BP average 19.39 13.15 18.96 12.23 Average liquids realizations (a) - $/bbl UK 27.34 26.26 27.83 23.74 USA 26.90 22.94 27.34 20.71 Rest of World 25.98 24.43 26.35 21.81 BP average 26.79 24.40 27.24 21.99 Average natural gas realizations - $/mcf UK 2.69 2.58 2.99 2.75 USA 4.14 2.34 4.66 2.41 Rest of World 2.31 1.99 2.51 1.99 BP average 3.05 2.25 3.46 2.32 Total hydrocarbons - $/boe UK 22.71 22.41 23.62 20.94 USA 25.63 18.73 27.21 17.68 Rest of World 19.27 18.13 20.29 16.93 BP average 22.58 19.27 23.88 18.17 Average oil marker prices - $/bbl Brent oil price 28.38 26.91 28.64 24.40 West Texas Intermediate oil price 30.19 28.26 31.08 25.40 Alaska North Slope US West Coast 28.83 27.26 29.69 24.06 Henry Hub gas price (b) ($/mmbtu) 4.97 3.16 5.65 2.94 UK Gas - National Balancing point (p/therm) 15.08 12.74 17.92 14.53 Global Indicator Refining Margins (c) - $/bbl Northwest Europe 2.47 1.28 2.77 0.66 US Gulf Coast 5.61 1.82 5.11 2.16 Midwest 6.39 3.27 5.09 3.03 US West Coast 9.04 3.54 7.39 4.47 Singapore 1.27 0.47 1.63 0.28 BP average 4.59 1.98 4.13 1.90 Chemicals Indicator Margin (d) - $/te 109 (e) 120 113 (e) 103 Page 59 BP p.l.c. AND SUBSIDIARIES ENVIRONMENTAL INDICATORS --------------- (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 six regional indicator margins weighted for BP's crude refining capacity in each region. Each regional indicator margin is based on a single representative crude with product yields characteristic of the typical level of upgrading complexity. The regional indicator margins may not be representative of the margins achieved by BP in any period because of BP's particular refinery configurations and crude and product slate. (d) The Chemicals Indicator Margin (CIM) is a weighted average of externally-based product margins. It is based on market data collected by Nexant (formerly Chem Systems) in their quarterly market analyses, then weighted based on BP's product portfolio. It does not cover our entire portfolio of products, and consequently is only indicative rather than representative of the margins achieved by BP in any particular period. Amongst the products and businesses covered in the CIM are olefins and derivatives, the aromatics and derivatives, linear alpha-olefins (LAOs), acetic acid, vinyl acetate monomers and nitriles. Not included are fabrics and fibres, plastic fabrications, poly alpha-olefins (PAOs), anhydrides, speciality intermediates, and the remaining parts of the solvents and acetyls businesses. (e) Provisional. The data for the third quarter is based on two months' actuals and one month of provisional data. The table below shows the US dollar/sterling exchange rates used in the preparation of the financial statements. The period-end rate is the mid-point closing rate as published in the London edition of the Financial Times on the last day of the period. The average rate for the period is the average of the daily mid-point closing rates for the period. Three months ended Nine months ended September 30 September 30 US dollar/sterling exchange rates (Unaudited) (Unaudited) 2003 2002 2003 2002 ------------------- -------------------- Average rate for the period 1.61 1.55 1.61 1.48 Period-end rate 1.66 1.55 1.66 1.55 Page 60 BP p.l.c. AND SUBSIDIARIES OPERATING INFORMATION Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ----------------------- Crude oil production (thousand barrels per day)(net of royalties) UK 312 395 359 436 Rest of Europe 74 101 81 100 USA 558 561 578 584 Rest of World 908 679 780 646 ------ ------ ------ ------ Total crude oil production 1,852 1,736 1,798 1,766 ====== ====== ====== ====== Natural gas liquids production (thousand barrels per day) (net of royalties) UK 23 19 24 23 Rest of Europe 5 6 5 6 USA 141 193 150 184 Rest of World 33 29 32 29 ------ ------ ------ ------ Total natural gas liquids production 202 247 211 242 ====== ====== ====== ====== Liquids production (a) (thousand barrels per day) (net of royalties) UK 335 414 383 459 Rest of Europe 79 107 86 106 USA 699 754 728 768 Rest of World 941 708 812 675 ------ ------ ------ ------ Total liquids production 2,054 1,983 2,009 2,008 ====== ====== ====== ====== Natural gas production (million cubic feet per day) (net of royalties) UK 1,267 1,240 1,489 1,488 Rest of Europe 98 131 111 150 USA 3,005 3,450 3,194 3,525 Rest of World 4,031 3,661 3,823 3,468 ------ ------ ------ ------ Total natural gas production 8,401 8,482 8,617 8,631 ====== ====== ====== ====== Total production (b) (thousand barrels of oil equivalent per day) (net of royalties) UK 553 628 640 715 Rest of Europe 96 130 105 132 USA 1,217 1,349 1,279 1,376 Rest of World 1,636 1,338 1,471 1,273 ------ ------ ------ ------ Total production 3,502 3,445 3,495 3,496 ====== ====== ====== ====== Page 61 BP p.l.c. AND SUBSIDIARIES OPERATING INFORMATION - concluded Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ----------------------- Natural gas sales volumes (million cubic feet per day) UK 2,174 1,809 2,653 2,256 Rest of Europe 362 353 418 385 USA 11,808 9,332 11,328 8,841 Rest of World 11,133 9,556 11,173 9,155 ------- ------- ------- ------- Total natural gas sales volumes (c) 25,477 21,050 25,572 20,637 ======= ======= ======= ======= NGL sales volumes (thousand barrels per day) UK - - - - Rest of Europe - - - - USA 188 178 150 173 Rest of World 163 185 173 204 ------- ------- ------- ------- Total NGL sales volumes 351 363 323 377 ======= ======= ======= ======= Oil sales volumes (thousand barrels per day) Refined products UK 270 258 276 248 Rest of Europe 1,293 1,604 1,323 1,441 USA 1,828 1,874 1,800 1,874 Rest of World 657 613 636 578 ------- ------- ------- ------- Total marketing sales 4,048 4,322 4,035 4,141 Trading/supply sales 2,647 2,589 2,805 2,489 ------- ------- ------- ------- Total refined product sales 6,695 6,911 6,840 6,630 Crude oil 5,316 3,648 5,175 4,458 ------- ------- ------- ------- Total oil sales 12,011 10,559 12,015 11,088 ======= ======= ======= ======= Refinery throughputs (thousand barrels per day) UK 405 394 399 387 Rest of Europe 909 956 951 905 USA 1,406 1,455 1,391 1,438 Rest of World 366 349 383 354 ------- ------- ------- ------- Total throughput 3,086 3,154 3,124 3,084 ======= ======= ======= ======= Petrochemicals production (thousand tonnes) UK 771 858 2,354 2,523 Rest of Europe 2,724 2,669 8,168 7,847 USA 2,563 2,570 7,602 7,754 Rest of World 982 783 2,666 2,255 ------- ------- ------- ------- Total production 7,040 6,880 20,790 20,379 ======= ======= ======= ======= --------------- (a) Crude oil and natural gas liquids. (b) 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. (c) 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 Total replacement cost operating profit Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ----------------------- ($ million) By business Exploration and Production UK 582 185 2,189 1,561 Rest of Europe 124 213 458 537 USA 1,368 661 4,614 1,754 Rest of World 1,446 513 3,738 2,106 ------ ------ ------ ------ 3,520 1,572 10,999 5,958 ------ ------ ------ ------ Gas, Power and Renewables UK 13 (66) 34 (63) Rest of Europe (12) 17 (26) 99 USA 54 28 175 16 Rest of World 43 78 212 230 ------ ------ ------ ------ 98 57 395 282 ------ ------ ------ ------ Refining and Marketing UK (119) (158) (124) (343) Rest of Europe 325 236 1,085 624 USA 51 55 471 255 Rest of World 198 104 543 372 ------ ------ ------ ------ 455 237 1,975 908 ------ ------ ------ ------ Petrochemicals UK (63) 6 (72) (35) Rest of Europe 54 161 341 272 USA 47 54 154 161 Rest of World 43 (89) 110 13 ------ ------ ------ ------ 81 132 533 411 ------ ------ ------ ------ Other businesses and corporate (310) (241) (609) (494) ------ ------ ------ ------ 3,844 1,757 13,293 7,065 ====== ====== ====== ====== By geographical area UK 314 (131) 1,730 903 Rest of Europe 494 620 1,852 1,532 USA 1,295 672 5,040 1,933 Rest of World 1,741 596 4,671 2,697 ------ ------ ------ ------ 3,844 1,757 13,293 7,065 ====== ====== ====== ====== Page 63 BP p.l.c. AND SUBSIDIARIES CAPITAL EXPENDITURE AND ACQUISITIONS Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ----------------------- ($ million) By business Exploration and Production UK 182 270 598 778 Rest of Europe 80 61 204 189 USA 989 980 2,964 3,224 Rest of World (a) 6,999 929 9,083 2,935 ------ ------ ------ ------ 8,250 2,240 12,849 7,126 ------ ------ ------ ------ Gas, Power and Renewables UK 15 7 47 28 Rest of Europe (b) 6 29 30 120 USA 18 52 104 100 Rest of World 19 19 43 37 ------ ------ ------ ------ 58 107 224 285 ------ ------ ------ ------ Refining and Marketing UK 89 56 228 232 Rest of Europe (c) 169 198 337 5,486 USA 322 298 886 861 Rest of World 79 53 130 128 ------ ------ ------ ------ 659 605 1,581 6,707 ------ ------ ------ ------ Petrochemicals UK 51 30 81 55 Rest of Europe 16 58 68 163 USA 55 49 196 146 Rest of World 60 43 131 174 ------ ------ ------ ------ 182 180 476 538 ------ ------ ------ ------ Other businesses and corporate (d) 59 48 278 367 ------ ------ ------ ------ 9,208 3,180 15,408 15,023 ====== ====== ====== ====== By geographical area UK 377 394 1,039 1,203 Rest of Europe 271 353 640 6,158 USA 1,403 1,389 4,341 4,387 Rest of World 7,157 1,044 9,388 3,275 ------ ------ ------ ------ 9,208 3,180 15,408 15,023 ====== ====== ====== ====== ------------ (a) Third quarter and nine months 2003 included the investment in the TNK-BP joint venture. Nine months 2002 included the acquisition of an additional interest in Sidanco. (b) Nine months 2002 included the acquisition of a 5% stake in Enagas. (c) Nine months 2002 included the acquisition of 100% of Veba. (d) Nine months 2002 included the acquisition of the minority interest in Veba's upstream oil and gas assets. Page 64 BP p.l.c. AND SUBSIDIARIES RETURN ON AVERAGE CAPITAL EMPLOYED Three months ended Nine months ended September 30 September 30 (Unaudited) (Unaudited) 2003 2002 2003 2002 ---------------------- ----------------------- ($ million) Historical cost profit for the period 2,394 2,840 8,295 6,194 Interest (a) 82 145 259 462 Minority shareholders' interest 43 3 129 71 ------ ------ ------ ------ Adjusted historical cost profit 2,519 2,988 8,683 6,727 Inventory holding (gains) losses (84) (305) 68 (1,303) Exceptional items, net of tax (168) (1,769) (639) (1,915) ------ ------ ------ ------ Adjusted replacement cost profit 2,267 914 8,112 3,509 ====== ====== ====== ====== Capital employed at beginning of period: BP shareholders' interest 72,065 67,586 69,409 65,161 Minority shareholders' interest 1,016 540 638 598 Finance debt 18,594 21,409 22,008 21,417 ------ ------ ------ ------ Capital employed 91,675 89,535 92,055 87,176 ====== ====== ====== ====== Capital employed at end of period: BP shareholders' interest 73,282 68,670 73,282 68,670 Minority shareholders' interest 1,074 533 1,074 533 Finance debt 19,970 22,276 19,970 22,276 ------ ------ ------ ------ Capital employed 94,326 91,479 94,326 91,479 ====== ====== ====== ====== 93,001 90,507 93,191 89,328 Average capital employed ====== ====== ====== ====== ROACE - historical cost basis 10.8% 13.2% 12.4% 10.0% ROACE - replacement cost basis 9.8% 4.0% 11.6% 5.2% ------------ (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. Page 65 BP p.l.c. AND SUBSIDIARIES RECONCILIATION OF HISTORICAL COST OPERATING PROFIT AND REPLACEMENT COST OPERATING PROFIT Other Exploration Gas, Power Refining businesses and and and and Production Renewables Marketing Petrochemicals corporate Total ------------------------------------------------------------------------------ Year ended December 31, 2002 Total operating profit 9,209 405 1,921 541 (701) 11,375 Inventory holding (gains) losses (3) (51) (1,049) (26) - (1,129) ------------------------------------------------------------------------------ Total replacement cost operating profit 9,206 354 872 515 (701) 10,246 ============================================================================== Year ended December 31, 2001 Total operating profit 12,355 407 1,990 (102) (523) 14,127 Inventory holding (gains) losses 6 81 1,583 230 - 1,900 ------------------------------------------------------------------------------ Total replacement cost operating profit 12,361 488 3,573 128 (523) 16,027 ============================================================================== Year ended December 31, 2000 Total operating profit 13,976 543 4,106 853 (1,071) 18,407 Inventory holding (gains) losses (4) (11) (620) (93) - (728) ------------------------------------------------------------------------------ Total replacement cost operating profit 13,972 532 3,486 760 (1,071) 17,679 ============================================================================== Page 66 BP p.l.c. AND SUBSIDIARIES NET DEBT RATIO At September 30 (Unaudited) At December 31 2003 2002 -------- -------- ($ million) Net debt ratio - net debt: net debt + equity Gross finance debt 19,970 22,008 Cash and current asset investments 1,495 1,735 -------- -------- Net debt 18,475 20,273 -------- -------- Equity 74,356 70,047 Net debt ratio 20% 22% ======== ======== Page 67 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: October 31, 2003 /s/ D. J. Pearl ......................................... D. J. PEARL Deputy Company Secretary