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

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 þ            Form 40-F o

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 o           No þ

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. 333-110203) OF BP CANADA FINANCE COMPANY, BP CAPITAL MARKETS p.l.c., BP CAPITAL MARKETS AMERICA, INC AND BP p.l.c.; THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM 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), 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. 03-321868) 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. 333-09798) 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., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-103923) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-119934) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-123482) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-123483) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-131583) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-131584) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO 333-132619) OF BP P.L.C., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-146868) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-146870) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-146873) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-149778) OF BP p.l.c.,AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 

 

BP p.l.c. AND SUBSIDIARIES
FORM 6-K FOR THE PERIOD ENDED 31 MARCH 2008

				Page
1.		Management’s Discussion and Analysis of Financial Condition and Results of Operations for the period January-March 2008			3
2.		Consolidated Financial Statements including Notes to Consolidated Financial Statements for the period January-March 2008			13
3.		Environmental, Operating and Other Information			25
4.		Signatures			28
5.		Exhibit 99.1: Computation of Ratio of Earnings to Fixed Charges			29
		Exhibit 99.2: Capitalization and Indebtedness			30

BP p.l.c. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

GROUP RESULTS JANUARY — MARCH 2008

		Three months ended
		31 March
		(Unaudited)
		2008				2007
Profit for the period(a) ($ million)			7,451				4,664
— per ordinary share (pence)			19.93				12.34
— per ordinary share (cents)			39.47				24.06
— per ADS (dollars)			2.37				1.44

•		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 31 December 2007 in BP p.l.c.’s Annual Report on Form 20-F for the year ended 31 December 2007.
•		BP’s first quarter profit was $7,451 million, compared with $4,664 million a year ago, an increase of 60%. This included inventory holding gains of $863 million in the first quarter of 2008 compared with $220 million a year ago. See footnote (b) below for further information.
•		Net cash provided by operating activities for the quarter was $10.9 billion compared with $8.0 billion a year ago.
•		The effective tax rate for the quarter was 37%; the rate was 34% a year earlier.
•		Net debt at the end of the quarter was $23.8 billion. The ratio of net debt to net debt plus equity was 19% compared with 20% a year ago. Net debt has been redefined as described on page 4.
•		Capital expenditure, excluding acquisitions and asset exchanges, was $7.1 billion for the quarter. Total capital expenditure and acquisitions was $9.0 billion. Capital expenditure excluding acquisitions and asset exchanges, and excluding the accounting for our transaction with Husky, is expected to be around $21-22 billion for the year. Disposal proceeds were $0.3 billion for the quarter.
•		The quarterly dividend, to be paid in June, is 13.525 cents per share ($0.8115 per ADS) compared with 10.325 cents per share a year ago, an increase of 31%. In sterling terms, the quarterly dividend is 6.830 pence per share, compared with 5.151 pence per share a year ago, a increase of 33%. During the quarter, the company repurchased 91 million of its own shares for cancellation at a cost of $1 billion.
•		Non-GAAP information on fair value accounting effects in relation to Exploration and Production and Refining and Marketing is set out on page 10.

 

The commentaries above and following should be read in conjunction with the cautionary statement on page 12.

 

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

Per share amounts

		Three months ended
		31 March
		(Unaudited)
		2008				2007
Results for the period ($ million)
Profit(a)			7,451				4,664
Shares in issue at period end (thousand)(b)			18,877,537				19,290,540
— ADS equivalent (thousand)(b)			3,146,256				3,215,090
Average number of shares outstanding (thousand)(b)			18,875,611				19,384,508
— ADS equivalent (thousand)(b)			3,145,935				3,230,751
Shares repurchased in the period (thousand)			90,996				237,916
Per ordinary share (cents)
Profit for the period			39.47				24.06
Per ADS (cents)
Profit for the period			236.82				144.36

Dividends

On 29 April 2008, BP announced a dividend of 13.525 cents per ordinary share to be paid in June. Holders of ordinary shares will receive 6.830 pence per share and holders of American Depository Receipts (ADRs) $0.8115 per ADS. The dividend is payable on 9 June to shareholders on the register on 16 May. Participants in the Dividend Reinvestment Plan (DRIP) or the DRIP facility in the US Direct Access Plan will receive the dividend in the form of shares, also on 9 June.

		Three months ended
		31 March
		(Unaudited)
		2008				2007
Dividends paid per ordinary share
cents			13.525				10.325
pence			6.813				5.258
Dividends paid per ADS (cents)			81.15				61.95

Net Debt Ratio — Net Debt : Net Debt + Equity

		At 31 March				At 31 March
		2008				2007
		(Unaudited)				(Unaudited)
$ million
Gross debt			29,871				23,728
Less: Fair value asset (liability) of hedges related to finance debt			1,234				328
			28,637				23,400
Cash and cash equivalents			4,820				1,956
Net debt(c)			23,817				21,444
Equity			99,536				85,749
Net debt ratio			19	%			20	%

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

DETAILED REVIEW OF BUSINESSES

EXPLORATION AND PRODUCTION

		Three months ended
		31 March
		(Unaudited)
		2008				2007
$ million
Profit before interest and tax(a)			10,054				6,317
By region:
UK			923				1,122
Rest of Europe			276				727
US			3,090				1,740
Rest of World			5,765				2,728
			10,054				6,317
Exploration expense
UK			92				20
Rest of Europe			—				—
US			72				77
Rest of World			129				59
			293				156
Liquids(b)
Average prices realized by BP(c) ($/bbl)			90.92				53.43
Production for subsidiaries (mb/d) (net of royalties)			1,337				1,366
Production for equity-accounted entities (mb/d) (net of royalties)			1,116				1,080
Natural gas
Average prices realized by BP(c) ($/mcf)			5.88				4.86
Production for subsidiaries (mmcf/d) (net of royalties)			7,464				7,506
Production for equity-accounted entities (mmcf/d) (net of royalties)			1,000				996
Total hydrocarbons(d)
Average prices realized by BP(c) ($/boe)			62.27				41.06
Production for subsidiaries (mboe/d)			2,625				2,660
Production for equity-accounted entities (mboe/d)			1,288				1,252

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

EXPLORATION AND PRODUCTION (concluded)

The profit before interest and tax for the first quarter was $10,054 million, an increase of 59% over the first quarter of 2007. This included inventory holding losses of $18 million compared with inventory holding gains of $11 million in the first quarter of 2007. The result benefited from higher oil and gas realizations and a higher contribution from the gas marketing and trading and LNG businesses. This was partly offset by higher costs, primarily reflecting the impacts of higher depreciation and sector-specific inflation. The result also included higher income from equity-accounted entities, primarily from TNK-BP due to higher prices. In addition, BP’s share of income from TNK-BP benefited from the effect of lagged tax reference prices.

The result was after fair value losses on embedded derivatives of $684 million and restructuring charges of $44 million; and included a gain of $331 million relating to the release of certain provisions and a net gain of $21 million in respect of impairment and gains and losses on disposal. The corresponding quarter in 2007 included a net disposal gain of $605 million and fair value gains on embedded derivatives of $152 million.

Reported production for the quarter was 2,625mboe/d for subsidiaries and 1,288mboe/d for equity-accounted entities, compared with 2,660mboe/d and 1,252mboe/d respectively for the first quarter of 2007. For subsidiaries, this primarily reflects the ramp-up of production following the start-up of major projects in 2007, more than offset by the impact of lower entitlement in our production sharing agreements (PSAs). As previously indicated, if oil prices remain at $100 per barrel we expect 2008 total group production, including equity-accounted entities, to be broadly flat compared with 2007, with underlying production growth being offset by PSA entitlement impacts. We expect the quarterly phasing of underlying production during the year to reflect the normal seasonal effects associated with turnaround activity in the second and third quarters.

During the quarter, we had first production from the Mondo field within the Kizomba C development in Angola, where BP holds a 26.67% interest. Shortly after the end of the quarter, production commenced at Deep Water Gunashli on schedule; this completes the third and final phase of development of the Azeri-Chirag-Gunashli field (BP 34.1% and operator) in the Azerbaijan sector of the Caspian Sea. We had exploration success in Angola with the Portia discovery, in Egypt with the Satis discovery and in the North Sea with a discovery close to the Foinaven production facility.

On 31 March, we completed the deal with Husky Energy Inc. to create an integrated North American oil sands business by means of two separate joint ventures, one of which gives BP a 50% interest in Husky’s Sunrise field in Alberta, Canada. Capital expenditure of $2,848 million in respect of this transaction is reflected in the first quarter of 2008.

Shortly after the end of the quarter, we announced the Kodiak discovery in the deepwater Gulf of Mexico and, jointly with ConocoPhillips, announced that we have combined resources to start Denali — The Alaska Gas Pipeline.

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
		31 March
		(Unaudited)
		2008				2007
$ million
Profit (loss) before interest and tax(a)			2,573				1,095
By region:
UK			69				(96	)
Rest of Europe			944				481
US			1,115				296
Rest of World			445				414
			2,573				1,095
Refinery throughputs (mb/d)
UK			—				148
Rest of Europe			775				640
US			1,076				1,152
Rest of World			315				292
Total throughput			2,166				2,232
Refining availability (%)(b)			88.0				81.6
Oil sales volumes (mb/d)
Refined products
UK			321				335
Rest of Europe			1,244				1,246
US			1,455				1,564
Rest of World			692				624
Total marketing sales			3,712				3,769
Trading/supply sales			2,047				2,026
Total refined product sales			5,759				5,795
Crude oil			1,860				2,017
Total oil sales			7,619				7,812
Global Indicator Refining Margin ($/bbl)(c)
NWE			4.79				4.16
USGC			6.21				10.14
Midwest			1.11				7.62
USWC			5.91				22.21
Singapore			4.76				4.84
BP Average			4.57				9.45
Chemicals production (kte)
UK			261				256
Rest of Europe			708				748
US			1,036				1,076
Rest of World			1,531				1,520
Total production			3,536				3,600

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

REFINING AND MARKETING (concluded)

Refining and Marketing comprises Fuels Value Chains (FVC) and International Businesses. The FVCs include refineries, supply, logistics and marketing and trading activities. The International Businesses include lubricants, chemicals, LPG, aviation and marine fuels.

The profit before interest and tax for the first quarter was $2,573 million compared with $1,095 million for the same period last year. This included inventory holding gains of $1,324 million and $291 million respectively. The 2008 first-quarter result also included a net gain of $814 million in respect of impairment and gains and losses on disposal and a charge of $205 million in respect of restructuring costs. This compared with a charge of $179 million in respect of asset impairments a year ago. The gains on disposal in the first quarter of 2008 were primarily in respect of the contribution of the Toledo refinery into a joint venture with Husky Energy Inc., as part of the integrated North American oil sands deal completed on 31 March 2008.

Compared with the first quarter of 2007, our result reflected the adverse impacts of a significantly lower US refining margin environment and higher turnaround activities, primarily at the Carson refinery.

In the FVCs, we saw weaker US integrated margins, particularly on the West Coast, which more than offset improved performance in other regions. The average refining Global Indicator Margin (GIM) and BP’s actual refining margin for the first quarter were both significantly lower than those in the first quarter of 2007. Marketing margins were steady year on year, with slightly lower volumes versus a year ago.

Refining availability continued to improve for the sixth successive quarter, reaching 88.0% for the first quarter of 2008 compared with 81.6% in the first quarter of 2007. During the quarter, we completed the largest turnaround in the history of the Carson refinery, restored the Whiting refinery to its full clean fuel capability of 360mb/d in March and successfully restarted the sour crude distillation capacity at the Texas City refinery with most of its economic capability on track to be restored by mid-2008.

Refining throughput for the quarter was 2,166mb/d compared with 2,232mb/d for the same quarter last year. The lower throughput was mainly due to the turnaround activities at Carson.

Our International Businesses made a significant contribution to the segment result in both the first quarter and in the same period a year ago. We continued to make progress on reducing complexity and costs in the lubricants and aviation fuels businesses through portfolio simplification.

Operations at our new 900ktepa Zhuhai purified terephthalic acid (PTA) plant, which was successfully commissioned in early 2008, continued to improve with the production rate reaching over 90% in March.

On 17 March 2008, BP and Irving Oil entered into a memorandum of understanding to work together on the next phase of engineering, design, and feasibility for the proposed Eider Rock refinery in Saint John, New Brunswick, Canada. BP will contribute $40 million as its share of funding for this stage of the study and the two companies will also investigate the possibility of forming a joint venture to build the refinery should they decide to proceed.

Refining margins have improved to date in the second quarter but still remain significantly lower than the same quarter last year. The segment marketing businesses are likely to continue to experience pressure from the effects of higher product prices and a slowing of the OECD economies. We expect continued improvement in BP’s refining availability as the units at Texas City come onstream progressively during the rest of the year.

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
		31 March
		(Unaudited)
		2008				2007
$ million
Profit (loss) before interest and tax(a)			(193	)			(97	)
By region:
UK			(119	)			(26	)
Rest of Europe			—				21
US			(132	)			(132	)
Rest of World			58				40
			(193	)			(97	)

Other businesses and corporate comprises the Alternative Energy business, Shipping, the group’s aluminium asset, Treasury (which includes interest income on the group’s cash and cash equivalents), and corporate activities worldwide.

The profit before interest and tax for the first quarter was a loss of $193 million, compared with a loss of $97 million a year ago.

The quarter’s result included a net gain of $50 million in respect of impairment and gains and losses on disposal, fair value losses of $6 million on embedded derivatives and a $125 million charge for restructuring costs and other provisions. The corresponding quarter of 2007 included a net disposal gain of $31 million.

At the start of the year, our Alternative Energy business broadened its scope to include BP’s biofuels business, carbon capture and storage (CCS), clean coal and distributed energy, alongside the existing solar, wind, gas-fired power and hydrogen energy activities. In January, we announced our intention to pursue development options for a hydrogen power plant in Abu Dhabi with Abu Dhabi Future Energy Company (Masdar), through our Hydrogen Energy joint venture with Rio Tinto.

In addition, Alternative Energy and Dominion entered into a 50:50 joint venture to develop a wind farm in Indiana with a nameplate capacity of 300MW and we formed a 50:50 joint venture with NRG Energy, Inc. for the development and operation of a commercial wind farm, intended to be located in Texas and with a nameplate capacity of 150MW. Since the end of the quarter, we announced our intention to take a 50% stake in Tropical BioEnergia SA, a joint venture established by Brazilian companies Santelisa Vale and Maeda Group, which is constructing an ethanol refinery in Brazil and also plans to build a second refinery.

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

Non-GAAP information on fair value accounting effects

BP uses derivative instruments to manage the economic exposure relating to inventories above normal operating requirements of crude oil, natural gas and petroleum products as well as certain contracts to supply physical volumes at future dates. Under IFRS, these inventories and contracts are recorded at historic cost and on an accruals basis respectively. The related derivative instruments, however, are required to be recorded at fair value with gains and losses recognized in income because hedge accounting is either not permitted or not followed, principally due to the impracticality of effectiveness testing requirements. Therefore, measurement differences in relation to recognition of gains and losses occur. Gains and losses on these inventories and contracts are not recognized until the commodity is sold in a subsequent accounting period. Gains and losses on the related derivative commodity contracts are recognized in the income statement from the time the derivative commodity contract is entered into on a fair value basis using forward prices consistent with the contract maturity.

IFRS requires that inventory held for trading be recorded at its fair value using period end spot prices whereas any related derivative commodity instruments are required to be recorded at values based on forward prices consistent with the contract maturity. Depending on market conditions, these forward prices can be either higher or lower than spot prices resulting in measurement differences.

Contracts are entered into for pipelines and storage capacity which, under IFRS, are recorded on an accruals basis. These contracts are risk managed using a variety of derivative instruments which are fair valued under IFRS. This results in measurement differences in relation to recognition of gains and losses.

The way that BP manages the economic exposures described above, and measures performance internally, differs from the way these activities are measured under IFRS. BP calculates this difference by comparing the IFRS result with management’s internal measure of performance, under which the inventory and the supply and capacity contracts in question are valued based on fair value using relevant forward prices prevailing at the end of the period. We believe that disclosing management’s estimate of this difference provides useful information for investors because it enables investors to see the economic effect of these activities as a whole. The impact of fair value accounting effects, relative to management’s internal measure of performance, is shown in the table below and is non-GAAP.

		Three months ended
		31 March
		(Unaudited)
$ million		2008				2007
Exploration and Production
Unrecognized gains (losses) brought forward from previous period			107				155
Unrecognized (gains) losses carried forward			(366	)			(124	)
Favourable (unfavourable) impact relative to management’s measure of performance			(259	)			31
Refining and Marketing
Unrecognized gains (losses) brought forward from previous period			429				72
Unrecognized (gains) losses carried forward			(328	)			(611	)
Favourable (unfavourable) impact relative to management’s measure of performance			101				(539	)
By region
Exploration and Production
UK			17				38
Rest of Europe			—				—
US			(142	)			(6	)
Rest of World			(134	)			(1	)
			(259	)			31
Refining and Marketing
UK			(4	)			(181	)
Rest of Europe			36				(165	)
US			95				(165	)
Rest of World			(26	)			(28	)
			101				(539	)

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

Reconciliation of non-GAAP information

		Three months ended
		31 March
		(Unaudited)
$ million		2008				2007
Exploration and Production
Profit before interest and tax adjusted for fair value accounting effects			10,313				6,286
Impact of fair value accounting effects			(259	)			31
Profit before interest and tax			10,054				6,317
Refining and Marketing
Profit before interest and tax adjusted for fair value accounting effects			2,472				1,634
Impact of fair value accounting effects			101				(539	)
Profit before interest and tax			2,573				1,095

The amounts shown in the tables above, in respect of comparative periods for the Refining and Marketing segment, have been revised from those disclosed previously. The revisions reflect changes in the basis for valuation of certain forward supply contracts to be consistent with the method used for other forward supply contracts when calculating management’s internal measure of performance. The changes to comparative figures are not material in relation to management’s internal measure of the Refining and Marketing segment’s performance. The changes have no impact on the results reported under IFRS.

Amendment to previous results announcement

On 29 April 2008, BP p.l.c. announced its unaudited group results for the three months ended 31 March 2008. Subsequent to making this announcement, management discovered that a refining inventory valuation error had led to the value of inventories being reported as $26,855 million in the group balance sheet instead of the correct figure of $26,588 million. The profit before interest and tax for the Refining and Marketing segment was stated to be $2,840 million instead of $2,573 million, a difference of $267 million. The group’s reported profit for the period attributable to BP shareholders, which is after tax, was stated to be $7,619 million instead of $7,451 million, a difference of $168 million. The group’s unaudited financial statements for the three months ended 31 March 2008 included in this Report on Form 6-K reflect the amended figures.

Following a review of the cause of the error in the refining inventory valuation in the first quarter, management is taking steps to improve the group’s internal control over this refining inventory valuation process. Management has also reviewed how this inventory valuation process operated in 2007 and has concluded that no similar errors were present.

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

FORWARD-LOOKING STATEMENTS

In order to utilize the ‘Safe Harbour’ provisions of the United States Private Securities Litigation Reform Act of 1995, BP is providing the following cautionary statement. This report on Form 6-K contains certain forward-looking statements with respect to capital expenditure, production, the restoration of refining economic capability, refining margins, likely continuing pressures on marketing businesses and expected improvements in refining availability. These statements may generally, but not always, be identified by the use of words such as ‘will’, ‘expects’, ‘is expected to’, ‘may’, ‘objective’, ‘believes’ or similar expressions. By their nature, forward looking statements involve risk and uncertainty and actual results may differ from those expressed in such statements depending on a variety of factors including the following: the timing of bringing new fields on stream; industry product supply; demand and pricing; operational problems; general economic conditions (including inflation); political stability and economic growth in relevant areas of the world; changes in laws and governmental regulations; exchange rate fluctuations; development and use of new technology; the success or otherwise non-success of partnering; the actions of competitors; natural disasters and severe adverse weather conditions; changes in public expectations and other changes to business conditions; wars and acts of terrorism or sabotage; and other factors discussed in this report. In addition to factors set forth elsewhere in this report, those set out above are important factors, although not exhaustive, that may cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. For more information you should refer to our Annual Report and Accounts 2007 and our 2007 Annual Report on Form 20-F filed with the US Securities and Exchange Commission.

BP p.l.c. AND SUBSIDIARIES
GROUP INCOME STATEMENT

		Three months ended
		31 March
		(Unaudited)
		2008				2007
		($ million, except per share amounts)
Sales and other operating revenues			87,745				61,307
Earnings from jointly controlled entities — after interest and tax			975				333
Earnings from associates — after interest and tax			225				163
Interest and other revenues			278				233
Total revenues (Note 4)			89,223				62,036
Gains on sale of businesses and fixed assets			925				680
Total revenues and other income			90,148				62,716
Purchases			61,800				42,660
Production and manufacturing expenses			6,799				5,752
Production and similar taxes (Note 5)			1,609				747
Depreciation, depletion and amortization			2,782				2,519
Impairment and losses on sale of businesses and fixed assets			40				223
Exploration expense			293				156
Distribution and administration expenses			3,896				3,457
Fair value (gain) loss on embedded derivatives			690				(155	)
Profit before interest and taxation			12,239				7,357
Finance costs (Note 6)			406				331
Net finance income relating to pensions and other post-retirement benefits (Note 7)			(160	)			(160	)
Profit before taxation			11,993				7,186
Taxation			4,410				2,440
Profit for the period			7,583				4,746
Attributable to:
BP shareholders			7,451				4,664
Minority interest			132				82
			7,583				4,746
Earnings per ordinary share — cents
Profit for the period attributable to BP shareholders
Basic			39.47				24.06
Diluted			39.12				23.94
Earnings per American Depositary share — cents
Profit attributable to BP shareholders
Basic			236.82				144.36
Diluted			234.72				143.64

 

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

		31 March 2008
		(Unaudited)				31 December 2007
		($ million)
Non-current assets
Property, plant and equipment			99,512				97,989
Goodwill			11,012				11,006
Intangible assets			6,729				6,652
Investments in jointly controlled entities			22,719				18,113
Investments in associates			4,749				4,579
Other investments			1,666				1,830
Fixed assets			146,387				140,169
Loans			1,017				999
Other receivables			983				968
Derivative financial instruments			5,606				3,741
Prepayments			1,208				1,083
Defined benefit pension plan surplus			8,951				8,914
			164,152				155,874
Current assets
Loans			160				165
Inventories			26,588				26,554
Trade and other receivables			43,698				38,020
Derivative financial instruments			8,962				6,321
Prepayments			3,771				3,589
Current tax receivable			250				705
Cash and cash equivalents			4,820				3,562
			88,249				78,916
Assets classified as held for sale			—				1,286
			88,249				80,202
Total assets			252,401				236,076
Current liabilities
Trade and other payables			47,546				43,152
Derivative financial instruments			8,356				6,405
Accruals			6,466				6,640
Finance debt			13,820				15,394
Current tax payable			4,798				3,282
Provisions			1,957				2,195
			82,943				77,068
Liabilities directly associated with the assets classified as held for sale			—				163
			82,943				77,231
Non-current liabilities
Other payables			3,032				1,251
Derivative financial instruments			7,104				5,002
Accruals			959				959
Finance debt			16,051				15,651
Deferred tax liabilities			20,165				19,215
Provisions			13,055				12,900
Defined benefit pension plan and other post-retirement benefit plan deficits			9,556				9,215
			69,922				64,193
Total liabilities			152,865				141,424
Net assets			99,536				94,652
Equity
BP shareholders’ equity			98,474				93,690
Minority interest			1,062				962
			99,536				94,652

BP p.l.c. AND SUBSIDIARIES
GROUP STATEMENT OF RECOGNIZED INCOME AND EXPENSE

		Three months ended
		31 March
		(Unaudited)
		2008				2007
		($ million)
Currency translation differences			778				174
Exchange gain on translation of foreign operations transferred to gain on sale of businesses and fixed assets			—				(19	)
Available-for-sale investments marked to market			(191	)			(109	)
Available-for-sale investments — recycled to the income statement			(5	)			—
Cash flow hedges marked to market			74				28
Cash flow hedges — recycled to the income statement			(2	)			(60	)
Cash flow hedges — recycled to the balance sheet			(23	)			(7	)
Taxation			(118	)			(77	)
Net income (expense) recognized directly in equity			513				(70	)
Profit for the period			7,583				4,746
Total recognized income and expense for the period			8,096				4,676
Attributable to:
BP shareholders			7,960				4,578
Minority interest			136				98
			8,096				4,676

MOVEMENT IN SHAREHOLDERS’ EQUITY

		BP
		shareholders’				Minority				Total
		equity				interest				equity
		(Unaudited) $ million
At 31 December 2007			93,690				962				94,652
Currency translation differences (net of tax)			843				4				847
Available-for-sale investments (net of tax)			(168	)			—				(168	)
Cash flow hedges (net of tax)			49				—				49
Tax on share-based payments			(215	)			—				(215	)
Profit for the period			7,451				132				7,583
Total recognized income and expense for the period			7,960				136				8,096
Dividends			(2,554	)			(36	)			(2,590	)
Repurchase of ordinary share capital			(795	)			—				(795	)
Share-based payments			173				—				173
At 31 March 2008			98,474				1,062				99,536

BP p.l.c. AND SUBSIDIARIES
GROUP CASH FLOW STATEMENT

		Three months ended
		31 March
		(Unaudited)
		2008				2007
		($ million)
Operating activities
Profit before taxation			11,993				7,186
Adjustments to reconcile profit before taxation to net cash provided by operating activities
Exploration expenditure written off			184				55
Depreciation, depletion and amortization			2,782				2,519
Impairment and gain on sale of businesses and fixed assets			(885	)			(457	)
Earnings from jointly controlled entities and associates			(1,200	)			(496	)
Dividends received from jointly controlled entities and associates			1,387				229
Working capital and other movements			(3,367	)			(1,058	)
Net cash provided by operating activities			10,894				7,978
Investing activities
Capital expenditure			(4,435	)			(3,645	)
Acquisitions, net of cash acquired			—				(1,087	)
Investment in jointly controlled entities			(366	)			(9	)
Investment in associates			(4	)			(44	)
Proceeds from disposal of fixed assets			276				310
Proceeds from disposal of businesses, net of cash disposed			—				608
Proceeds from loan repayments			122				45
Net cash used in investing activities			(4,407	)			(3,822	)
Financing activities
Net repurchase of shares			(889	)			(2,402	)
Proceeds from long-term financing			2,177				1,358
Repayments of long-term financing			(537	)			(1,134	)
Net decrease in short-term debt			(3,424	)			(558	)
Dividends paid — BP shareholders			(2,554	)			(2,001	)
— Minority interest			(36	)			(64	)
Net cash used in financing activities			(5,263	)			(4,801	)
Currency translation differences relating to cash and cash equivalents			34				11
Increase (decrease) in cash and cash equivalents			1,258				(634	)
Cash and cash equivalents at beginning of period			3,562				2,590
Cash and cash equivalents at end of period			4,820				1,956

BP p.l.c. AND SUBSIDIARIES
GROUP CASH FLOW STATEMENT — concluded

		Three months ended
		31 March
		(Unaudited)
		2008				2007
		($ million)
Working capital and other movements
Interest receivable			(97	)			(95	)
Interest received			99				85
Finance costs			406				331
Interest paid			(366	)			(333	)
Net finance income relating to pensions and other post-retirement benefits			(160	)			(160	)
Share-based payments			65				75
Net operating charge for pensions and other post-retirement benefits, less contributions and benefit payments for unfunded plans			117				(87	)
Net charge for provisions, less payments			(165	)			(157	)
(Increase) decrease in inventories			543				(648	)
(Increase) decrease in other current and non-current assets			(9,844	)			3,139
Increase (decrease) in other current and non-current liabilities			7,995				(2,000	)
Income taxes paid			(1,960	)			(1,208	)
			(3,367	)			(1,058	)

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

Note 1 — Basis of preparation

The interim financial information included in this Form 6-K has been prepared in accordance with IAS 34 ‘Interim Financial Reporting’.

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. All such adjustments are of a normal recurring nature. 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 31 December 2007 included in BP’s Annual Report on Form 20-F filed with the Securities and Exchange Commission.

BP prepares its consolidated financial statements included within its Annual Report on Form 20-F on the basis of International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and IFRS as adopted by the European Union (EU). IFRS as adopted by the EU differs in certain respects from IFRS as issued by the IASB, however, the differences have no impact on the group’s consolidated financial statements for the periods presented. The financial information presented herein has been prepared in accordance with the accounting policies expected to be used in preparing the Annual Report on Form 20-F for the year ended 31 December 2008, which do not differ significantly from those used in the Annual Report on Form 20-F for the year ended 31 December 2007.

Note 2 — Resegmention and other changes to comparatives

(a) Resegmentation

On 11 October 2007, we announced our intention to simplify the organizational structure of BP. From 1 January 2008, there are only two business segments — Exploration and Production and Refining and Marketing. A separate business, Alternative Energy, handles BP’s low-carbon businesses and future growth options outside oil and gas. This includes solar, wind, gas-fired power, hydrogen, biofuels and coal conversion.

As a result, and with effect from 1 January 2008:

•		The Gas, Power and Renewables segment ceased to report separately.
•		The natural gas liquids (NGLs), liquefied natural gas and gas and power marketing and trading businesses were transferred from the Gas, Power and Renewables segment to the Exploration and Production segment.
•		The Alternative Energy business was transferred from the Gas, Power and Renewables segment to Other businesses and corporate.
•		The Emerging Consumers Marketing Unit was transferred from Refining and Marketing to Alternative Energy.
•		The Biofuels business was transferred from Refining and Marketing to Alternative Energy.
•		The Shipping business was transferred from Refining and Marketing to Other businesses and corporate.

As a result of the transfers identified above, Other businesses and corporate has been redefined. It now consists of the Alternative Energy business, Shipping, the group’s aluminium asset, Treasury (which includes interest income on the group’s cash and cash equivalents) and corporate activities worldwide.

		Three months ended
		31 March 2007
		Resegmented				As reported
		($ million)
Total revenues
Exploration and Production			9,142				4,427
Refining and Marketing			52,297				52,443
Gas, Power and Renewables			—				4,922
Other businesses and corporate			597				244
Total third party revenues			62,036				62,036

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

Note 2 — Resegmention and other changes to comparatives (continued)

		Three months ended
		31 March 2007
		Resegmented				As reported
		($ million)
Profit before interest and tax
Exploration and Production			6,317				6,054
Refining and Marketing			1,095				1,129
Gas, Power and Renewables			—				206
Other businesses and corporate			(97	)			(115	)
			7,315				7,274
Unrealized profit in inventory			42				83
Profit before interest and tax			7,357				7,357

(b) Revised income statement presentation

We have implemented a minor change in the presentation of the group income statement whereby the unwinding of the discount on provisions and on other payables is now included within finance costs. Previously this was included within other finance income or expense. This line item has now been renamed net finance income or expense relating to pensions and other post-retirement benefits. This change does not affect profit before interest and taxation, profit before taxation or profit for the period. The financial information for the comparative period shows the revised presentation, as set out below.

		Three months ended
		31 March 2007
		($ million)
As reported
$ million
Profit before interest and taxation			7,357
Finance costs			264
Other finance income			(93	)
Profit before taxation			7,186
As amended
$ million
Profit before interest and taxation			7,357
Finance costs			331
Net finance income relating to pensions and other post-retirement benefits			(160	)
Profit before taxation			7,186

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

Note 2 — Resegmention and other changes to comparatives (concluded)

(c) Revised definition of net debt

Net debt and net debt ratio are non GAAP Measures. We believe that these measures provide useful information to investors. Net debt enables investors to see the economic effect of gross debt, related hedges and cash and cash equivalents in total. The net debt ratio enables investors to see how significant net debt is relative to equity from shareholders. Net debt has been redefined to include the fair value of associated derivative financial instruments that are used to hedge foreign exchange and interest rate risks relating to finance debt, for which hedge accounting is claimed. The derivatives are reported on the balance sheet within the headings ‘Derivative financial instruments’. Amounts for comparative periods are presented on a consistent basis.

		Three months ended
		31 March 2007
		($ million except ratios)
As reported
$ million
Net debt			21,772
Equity			85,749
Ratio of net debt to net debt plus equity			20	%
As amended
$ million
Net debt			21,444
Equity			85,749
Ratio of net debt to net debt plus equity			20	%

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

Note 3 — Significant transaction in the period

In December 2007, BP signed a memorandum of understanding with Husky Energy Inc. to form an integrated North American oil sands business. The transaction was completed on 31 March 2008. In the US, BP contributed its Toledo refinery to a jointly controlled entity to which Husky contributed $250 million cash and a payable of $2,483 million. In Canada, Husky contributed its Sunrise field to a second jointly controlled entity, with BP contributing $250 million in cash and a payable of $2,290 million. The Toledo refinery assets and associated liabilities were classified as a disposal group held for sale at 31 December 2007.

Both jointly controlled entities are owned 50:50 by BP and Husky and are accounted for using the equity method.

As a result of the transaction, the items detailed below are included in the financial statements for the first quarter of 2008.

		Three months ended
		31 March 2008
		(Unaudited)
		($ million)
Income statement
Gains on sale of businesses and fixed assets			809
Profit before taxation			809
Taxation			346
Profit for the period			463

		31 March 2008
		(Unaudited)
		($ million)
Balance sheet
Non-current assets — investments in jointly controlled entities			4,641
Current liabilities — trade and other payables			266
Non-current liabilities
Other payables			2,024
Deferred tax liabilities			654
			2,678
Total liabilities			2,944
Net assets			1,697

		Three months ended
		31 March 2008
		(Unaudited)
		($ million)
Cash flow statement
Investment in jointly controlled entities			(250	)
Capital expenditure and acquisitions
Exploration and Production			2,848
Refining and Marketing			1,793
			4,641
Including acquisitions and asset exchanges:			1,793

In addition, agreements are in place between BP and the Toledo jointly controlled entity under which BP has agreed to supply feedstocks to the refinery and purchase refined products. BP has also agreed to purchase refinery feedstocks from the Sunrise jointly controlled entity once production commences, which is expected in 2012.

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

Note 4 — Total revenues

		Three months ended
		31 March
		(Unaudited)
		2008				2007
		($ million)
By business
Exploration and Production			24,065				16,347
Refining and Marketing			76,863				53,164
Other businesses and corporate			1,192				892
			102,120				70,403
Less: sales between businesses
Exploration and Production			12,219				7,205
Refining and Marketing			269				867
Other businesses and corporate			409				295
			12,897				8,367
Third party revenues
Exploration and Production			11,846				9,142
Refining and Marketing			76,594				52,297
Other businesses and corporate			783				597
Total third party revenues			89,223				62,036
By geographical area
UK			36,897				24,100
Rest of Europe			23,657				16,656
US			31,731				23,150
Rest of World			26,857				17,344
			119,142				81,250
Less: sales between areas			29,919				19,214
			89,223				62,036

Note 5 — Production and similar taxes

		Three months ended
		31 March
		(Unaudited)
		2008				2007
		($ million)
UK			157				67
Overseas			1,452				680
			1,609				747

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

Note 6 — Finance costs

		Three months ended
		31 March
		(Unaudited)
		2008				2007
		($ million)
Interest payable			382				347
Capitalized			(45	)			(83	)
			337				264
Unwinding of discount on provisions			69				67
			406				331

Note 7 — Net finance income relating to pensions and other post-retirement benefits

		Three months ended
		31 March
		(Unaudited)
		2008				2007
		($ million)
Interest on pension and other post-retirement benefit plan liabilities			612				538
Expected return on pension and other post-retirement benefit plan assets			(772	)			(698	)
			(160	)			(160	)

Note 8 — Analysis of changes in net debt

		Three months ended
		31 March
		(Unaudited)
		2008				2007
		($ million)
Opening balance
Finance debt			31,045				24,010
Less: Cash and cash equivalents			3,562				2,590
Less: FV asset of hedges related to finance debt			666				298
Opening net debt			26,817				21,122
Closing balance
Finance debt			29,871				23,728
Less: Cash and cash equivalents			4,820				1,956
Less: FV asset of hedges related to finance debt			1,234				328
Closing net debt			23,817				21,444
Decrease (increase) in net debt			3,000				(322	)
Movement in cash and cash equivalents (excluding exchange adjustments)			1,224				(645	)
Net cash outflow from financing (excluding share capital)			1,784				334
Other movements			(7	)			(11	)
Movement in net debt before exchange effects			3,001				(322	)
Exchange adjustments			(1	)			—
Decrease (increase) in net debt			3,000				(322	)

Net debt has been redefined, for further information see Note 2. Amounts for comparative periods are presented on a consistent basis.

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

Note 9 — TNK-BP financial information

		Three months ended
		31 March
		(Unaudited)
		2008				2007
		($ million)
Income statement (BP share)
Profit before interest and tax			1,209				356
Finance costs			(76	)			(61	)
Taxation			(331	)			(103	)
Minority interest			(58	)			(30	)
Net income			744				162
Cash flow
Dividends received			1,200				—

Balance sheet

		31 March				31 December
		2008				2007
Investments in jointly controlled entities			8,361				8,817

Note 10 — Analysis of profit before interest and tax

		Three months ended
		31 March
		(Unaudited)
		2008				2007
		($ million)
By business
Exploration and Production
UK			923				1,122
Rest of Europe			276				727
US			3,090				1,740
Rest of World			5,765				2,728
			10,054				6,317
Refining and Marketing
UK			69				(96	)
Rest of Europe			944				481
US			1,115				296
Rest of World			445				414
			2,573				1,095
Other businesses and corporate
UK			(119	)			(26	)
Rest of Europe			—				21
US			(132	)			(132	)
Rest of World			58				40
			(193	)			(97	)
			12,434				7,315
Consolidation adjustment			(195	)			42
Total for period			12,239				7,357
By geographical area
UK			873				998
Rest of Europe			1,163				1,245
US			3,926				1,932
Rest of World			6,277				3,182
Total for period			12,239				7,357