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
dated March 13, 2006
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.
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Form 20-F |
X |
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Form 40-F |
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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.
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Yes |
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No |
X |
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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), THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-110203) 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., 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. AND THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-131584) 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.
- 1 -
BP p.l.c. AND SUBSIDIARIES
US GAAP CONDENSED FINANCIAL INFORMATION
This Report on Form 6-K amends and supersedes the previously filed Reports on Form 6-K containing US GAAP condensed financial information of BP (i) for the six months ended June 30, 2005 and for the year ended December 31, 2004 dated September 7, 2005 and (ii) for the nine months ended September 30, 2005 dated November 17, 2005.
The Securities and Exchange Commission has amended Form 20-F to provide four options for foreign private issuers that are first-time adopters of International Financial Reporting Standards (IFRS) and are required to provide interim financial statements in Securities Act or Exchange Act documents used after nine months from the financial year end. BP is using the US GAAP condensed financial information option. This option allows foreign companies to use condensed US GAAP financial information to bridge the gap in interim financial information between previous GAAP and IFRS. The condensed US GAAP financial information provides a level of detail consistent with that required by Article 10 of Regulation S-X for interim financial statements and should be read in conjunction with the unaudited interim financial statements and notes included in BP’s Form 6-K for the year ended December 31, 2005.
The following financial information is contained in this report on Form 6-K:
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• |
The unaudited US GAAP consolidated statements of income for the six months ended June 30, 2005 and 2004, for the nine months ended September 30, 2005 and 2004 and for the years ended December 31, 2005 and 2004; |
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• |
The unaudited US GAAP condensed consolidated balance sheets at June 30, 2005 and 2004, September 30, 2005 and 2004 and December 31, 2005 and 2004. |
Sales and other operating revenue
The Group's accounting policy has been to present oil, natural gas and power forward sales and purchases on a gross basis in the income statement. During 2005, a review was undertaken into the presentation of these commodity derivative transactions and related activity. This led to the conclusion that it was more appropriate to represent transactions in these areas on a net basis rather than gross.
In the fourth quarter of 2005, sales and other operating revenues and purchases for the earlier quarters of 2005 and for prior year were restated.
This restatement, while reducing sales and other operating revenues and purchases, did not impact the Group’s reported profit, earnings per share or cash flows.
The impact of the restatement on US GAAP revenues in the selected financial information included in the 2004 Annual Report on Form 20-F is shown below:
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Years ended December 31, | ||||
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2004 |
2003 |
2002 |
2001 |
2000 |
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($ million) | ||||
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US GAAP |
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Revenues |
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As reported |
285,059 |
232,571 |
178,721 |
174,218 |
148,062 |
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As restated |
211,155 |
178,403 |
149,674 |
148,502 |
131,967 |
Major maintenance expenditure
For purposes of US GAAP reporting, prior to January 1, 2005, the Group capitalized expenditures on maintenance, refits or repairs where it enhanced or restored the performance of an asset, or replaced an asset or part of an asset that was separately depreciated. This included other elements of expenditure incurred during major plant maintenance shutdowns, such as overhaul costs.
As of January 1, 2005, the Group changed its US GAAP accounting policy to expense all overhaul costs and similar major maintenance expenditure as incurred. The effect of this accounting change for US GAAP reporting is reflected as a cumulative effect of an accounting change for the year ended December 31, 2005. This adjustment is equal to the net book value of capitalised overhaul costs as of January 1, 2005 as reported under US GAAP. The effect of this restatement is to (i) reduce profit for the six months ended June 30 and the nine months ended September 30, 2005 previously reported by $794 million; and (ii) increase profits for the six months ended June 30, the nine months ended September 30 and the year ended December 31, 2004 previously reported by $88 million, $123 million and $217 million respectively.
- 2 -
BP p.l.c. AND SUBSIDIARIES
US GAAP CONDENSED FINANCIAL INFORMATION
Share-based payments
The Group adopted Statement of Financial Accounting Standards No. 123 (revised 2004), ‘Share-Based Payment’ (SFAS 123R) as of January 1, 2005 using the modified prospective transition method. Under SFAS 123R, share-based payments to employees are required to be measured based on their grant date fair value (with limited exceptions) and recognised over the related service period . For periods prior to January 1, 2005, the Group accounted for share-based payments under Accounting Principles Board Opinion No. 25 using the intrinsic value method.
Upon adoption of SFAS 123R, the Group utilized a different valuation model than was utilized for purposes of the previous SFAS 123 pro-forma disclosure. As a result, the previously reported compensation charges and related deferred tax have been restated using the appropriate valuation model as required under the transition rules of SFAS 123R. The effect of this adjustment is (i) nil for the six months ended June 30, the nine months ended September 30, and the year ended December 31, 2005 and (ii) to increase profits for the six months ended June 30, the nine months ended September 30 and the year ended December 31, 2004 previously reported by $35 million, $109 million and $24 million respectively.
- 3 -
BP p.l.c. AND SUBSIDIARIES
US GAAP CONDENSED FINANCIAL INFORMATION
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
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Year ended December 31, |
Year ended December 31, |
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2005 |
2004 |
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($ million, except per share amounts) | |
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Sales and other operating revenues |
261,841 |
211,155 |
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Earnings from jointly controlled entities – |
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Earnings from associates – after interest and tax |
465 |
463 |
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Interest and other revenues |
689 |
673 |
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Gains on sale of businesses and fixed assets |
1,541 |
1,904 |
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Total revenues and other income |
267,345 |
216,147 |
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Purchases |
181,143 |
143,587 |
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Production and manufacturing expenses |
24,221 |
20,152 |
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Production and similar taxes |
3,014 |
1,535 |
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Depreciation, depletion and amortization |
9,464 |
11,486 |
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Impairment and losses on sale of businesses |
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Exploration expense |
684 |
637 |
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Distribution and administration expenses |
14,362 |
13,561 |
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Fair value (gain) loss on embedded derivatives |
2,047 |
- |
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Minority interest |
291 |
187 |
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Profit before interest and taxation |
30,524 |
23,267 |
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Interest expense |
601 |
440 |
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Other interest expense |
57 |
132 |
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Profit before taxation and cumulative effect |
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Taxation |
9,115 |
5,605 |
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Profit before cumulative effect |
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|
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Cumulative effect of accounting change (net of tax |
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Profit for the year |
19,957 |
17,090 |
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Basic earnings per share – cents |
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Profit before cumulative effect of accounting change |
98.22 |
78.31 |
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Cumulative effect of accounting change |
(3.76) |
- |
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94.46 |
78.31 |
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Diluted earnings per share – cents |
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Profit before cumulative effect of accounting change |
97.09 |
76.88 |
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Cumulative effect of accounting change |
(3.71) |
- |
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93.38 |
76.88 |
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Basic earnings per American Depository Share |
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Profit before cumulative effect of accounting change |
589.32 |
469.86 |
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Cumulative effect of accounting change |
(22.56) |
- |
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|
566.76 |
469.86 |
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Diluted earnings per American Depository Share |
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|
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Profit before cumulative effect of accounting change |
582.54 |
461.28 |
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Cumulative effect of accounting change |
(22.26) |
- |
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|
560.28 |
461.28 |
- 4 -
BP p.l.c. AND SUBSIDIARIES
US GAAP CONDENSED FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
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At December 31, 2005 |
At December 31, 2004 |
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($ million) | |
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Current assets |
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|
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Cash and cash equivalents |
2,960 |
1,359 |
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Income tax receivable |
212 |
157 |
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Trade and other receivables |
52,389 |
44,282 |
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Inventories |
19,503 |
15,745 |
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|
75,064 |
61,543 |
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Noncurrent assets |
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Property, plant and equipment |
89,310 |
98,230 |
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Goodwill |
10,673 |
11,535 |
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Intangible assets |
4,799 |
4,243 |
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Investments in jointly controlled entities |
13,513 |
14,768 |
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Investments in associates |
6,217 |
5,486 |
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Other investments |
967 |
811 |
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Loans and other receivables |
13,179 |
9,523 |
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Total assets |
213,722 |
206,139 |
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Current liabilities |
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Trade and other payables |
57,207 |
48,954 |
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Finance debt |
8,932 |
10,184 |
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Income tax payable |
4,274 |
4,131 |
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Provisions |
1,102 |
715 |
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|
71,515 |
63,984 |
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Noncurrent liabilities |
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Other payables |
8,795 |
4,459 |
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Finance debt |
10,928 |
13,250 |
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Deferred taxes |
20,027 |
21,650 |
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Provisions |
16,206 |
16,361 |
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Total liabilities |
127,471 |
119,704 |
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Minority interest |
789 |
1,343 |
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BP shareholders’ equity |
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|
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Capital shares |
|
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Preference |
21 |
21 |
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Ordinary |
5,164 |
5,382 |
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Paid-in surplus |
8,120 |
6,800 |
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Merger reserve |
27,190 |
27,162 |
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Other reserves |
16 |
44 |
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Shares held by ESOP trusts |
(140) |
(82) |
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Treasury shares |
(10,598) |
- |
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Accumulated other comprehensive income |
1,269 |
3,473 |
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Retained earnings |
54,420 |
42,292 |
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Total shareholders’ equity |
85,462 |
85,092 |
|
Total |
213,722 |
206,139 |
- 5 -
BP p.l.c. AND SUBSIDIARIES
US GAAP CONDENSED FINANCIAL INFORMATION
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
|
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Nine months ended September 30, |
Nine months ended September 30, |
|
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2005 |
2004 |
|
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($ million, except per share amounts) | |
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Sales and other operating revenues |
195,069 |
154,151 |
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Earnings from jointly controlled entities – |
|
|
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Earnings from associates – after interest and tax |
330 |
331 |
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Interest and other revenues |
482 |
426 |
|
Gains on sale of businesses and fixed assets |
1,448 |
1,629 |
|
Total revenues and other income |
199,368 |
157,933 |
|
Purchases |
134,576 |
104,278 |
|
Production and manufacturing expenses |
17,624 |
15,416 |
|
Production and similar taxes |
2,180 |
1,103 |
|
Depreciation, depletion and amortization |
7,083 |
7,208 |
|
Impairment and losses on sale of businesses |
|
|
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Exploration expense |
476 |
379 |
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Distribution and administration expenses |
10,399 |
9,646 |
|
Fair value (gain) loss on embedded derivatives |
697 |
- |
|
Minority interest |
198 |
128 |
|
Profit before interest and taxation |
24,160 |
18,959 |
|
Interest expense |
430 |
297 |
|
Other interest expense |
48 |
74 |
|
Profit before taxation and cumulative effect |
|
|
|
Taxation |
6,919 |
4,966 |
|
Profit before cumulative effect |
|
|
|
Cumulative effect of accounting change (net of tax |
|
|
|
Profit for the period |
15,969 |
13,622 |
|
Basic earnings per share – cents |
|
|
|
Profit before cumulative effect of accounting change |
78.92 |
62.22 |
|
Cumulative effect of accounting change |
(3.74) |
- |
|
|
75.18 |
62.22 |
|
Diluted earnings per share – cents |
|
|
|
Profit before cumulative effect of accounting change |
78.05 |
61.13 |
|
Cumulative effect of accounting change |
(3.69) |
- |
|
|
74.36 |
61.13 |
|
Basic earnings per American Depository Share |
|
|
|
Profit before cumulative effect of accounting change |
473.52 |
373.32 |
|
Cumulative effect of accounting change |
(22.44) |
- |
|
|
451.08 |
373.32 |
|
Diluted earnings per American Depository Share |
|
|
|
Profit before cumulative effect of accounting change |
468.30 |
366.78 |
|
Cumulative effect of accounting change |
(22.14) |
- |
|
|
446.16 |
366.78 |
- 6 -
BP p.l.c. AND SUBSIDIARIES
US GAAP CONDENSED FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
|
|
At September 30, 2005 |
At September 30, 2004 |
|
|
($ million) | |
|
Current assets |
|
|
|
Cash and cash equivalents |
2,182 |
1,741 |
|
Income tax receivable |
112 |
68 |
|
Trade and other receivables |
51,921 |
37,177 |
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Inventories |
18,885 |
15,469 |
|
|
73,100 |
54,455 |
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Assets as held for sale |
11,668 |
- |
|
|
84,768 |
54,455 |
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Noncurrent assets |
|
|
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Property, plant and equipment |
87,855 |
94,907 |
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Goodwill |
10,752 |
10,865 |
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Intangible assets |
4,801 |
4,793 |
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Investments in jointly controlled entities |
14,113 |
14,743 |
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Investments in associates |
6,140 |
5,522 |
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Other investments |
785 |
686 |
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Loans and other receivables |
12,882 |
9,305 |
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Total assets |
222,096 |
195,276 |
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Current liabilities |
|
|
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Trade and other payables |
58,414 |
42,853 |
|
Finance debt |
11,075 |
8,125 |
|
Income tax payable |
4,383 |
4,277 |
|
Provisions |
1,020 |
930 |
|
|
74,892 |
56,185 |
|
Liabilities associated with assets held for sale |
2,867 |
- |
|
|
77,759 |
56,185 |
|
Noncurrent liabilities |
|
|
|
Other payables |
7,308 |
4,439 |
|
Finance debt |
11,679 |
12,780 |
|
Deferred taxes |
19,940 |
22,928 |
|
Provisions |
16,992 |
15,378 |
|
Total liabilities |
133,678 |
111,710 |
|
Minority interest |
1,146 |
1,283 |
|
BP shareholders’ equity |
|
|
|
Capital shares |
|
|
|
Preference |
21 |
21 |
|
Ordinary |
5,246 |
5,429 |
|
Paid-in surplus |
8,827 |
6,587 |
|
Merger reserve |
27,189 |
27,150 |
|
Other reserves |
17 |
56 |
|
Shares held by ESOP trusts |
(173) |
(101) |
|
Treasury shares |
(6,964) |
- |
|
Accumulated other comprehensive income |
1,198 |
1,913 |
|
Retained earnings |
51,911 |
41,228 |
|
Total shareholders’ equity |
87,272 |
82,283 |
|
Total |
222,096 |
195,276 |
- 7 -
BP p.l.c. AND SUBSIDIARIES
US GAAP CONDENSED FINANCIAL INFORMATION
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
|
|
Six months ended June 30, |
Six months ended June 30, |
|
|
2005 |
2004 |
|
|
($ million, except per share amounts) | |
|
Sales and other operating revenues |
122,602 |
106,000 |
|
Earnings from jointly controlled entities – |
|
|
|
Earnings from associates – after interest and tax |
218 |
204 |
|
Interest and other revenues |
353 |
250 |
|
Gains on sale of businesses and fixed assets |
1,400 |
1,614 |
|
Total revenues and other income |
125,637 |
108,858 |
|
Purchases |
82,752 |
73,608 |
|
Production and manufacturing expenses |
11,916 |
10,153 |
|
Production and similar taxes |
1,346 |
661 |
|
Depreciation, depletion and amortization |
4,751 |
4,739 |
|
Impairment and losses on sale of businesses |
|
779 |
|
Exploration expense |
299 |
244 |
|
Distribution and administration expenses |
6,683 |
5,914 |
|
Fair value (gain) loss on embedded derivatives |
743 |
- |
|
Minority interest |
130 |
76 |
|
Profit before interest and taxation |
16,718 |
12,684 |
|
Interest expense |
290 |
193 |
|
Other interest expense |
34 |
52 |
|
Profit before taxation and cumulative effect |
|
|
|
Taxation |
4,758 |
3,365 |
|
Profit before cumulative effect |
|
|
|
Cumulative effect of accounting change (net of tax |
(794) |
- |
|
Profit for the period |
10,842 |
9,074 |
|
Basic earnings per share – cents |
|
|
|
Profit before cumulative effect of accounting change |
54.48 |
41.25 |
|
Cumulative effect of accounting change |
(3.72) |
- |
|
|
50.76 |
41.25 |
|
Diluted earnings per share – cents |
|
|
|
Profit before cumulative effect of accounting change |
53.73 |
40.40 |
|
Cumulative effect of accounting change |
(3.66) |
- |
|
|
50.07 |
40.40 |
|
Basic earnings per American Depository Share |
|
|
|
Profit before cumulative effect of accounting change |
326.88 |
247.50 |
|
Cumulative effect of accounting change |
(22.32) |
- |
|
|
304.56 |
247.50 |
|
Diluted earnings per American Depository Share |
|
|
|
Profit before cumulative effect of accounting change |
322.38 |
242.40 |
|
Cumulative effect of accounting change |
(21.96) |
- |
|
|
300.42 |
242.40 |
- 8 -
BP p.l.c. AND SUBSIDIARIES
US GAAP CONDENSED FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
|
|
At June 30, 2005 |
At June 30, 2004 |
|
|
($ million) | |
|
Current assets |
|
|
|
Cash and cash equivalents |
1,360 |
1,590 |
|
Income tax receivable |
155 |
79 |
|
Trade and other receivables |
46,339 |
33,239 |
|
Inventories |
17,773 |
12,512 |
|
|
65,627 |
47,420 |
|
Noncurrent assets |
|
|
|
Property, plant and equipment |
95,028 |
94,487 |
|
Goodwill |
11,227 |
10,888 |
|
Intangible assets |
4,557 |
4,795 |
|
Investments in jointly controlled entities |
14,547 |
15,144 |
|
Investments in associates |
5,713 |
5,326 |
|
Other investments |
748 |
674 |
|
Loans and other receivables |
12,415 |
9,862 |
|
Total assets |
209,862 |
188,596 |
|
Current liabilities |
|
|
|
Trade and other payables |
51,770 |
38,637 |
|
Finance debt |
6,506 |
7,393 |
|
Income tax payable |
5,269 |
4,658 |
|
Provisions |
1,423 |
865 |
|
|
64,968 |
51,553 |
|
Noncurrent liabilities |
|
|
|
Other payables |
8,175 |
5,700 |
|
Finance debt |
13,317 |
12,842 |
|
Deferred taxes |
20,702 |
22,078 |
|
Provisions |
15,515 |
14,590 |
|
Total liabilities |
122,677 |
106,763 |
|
Minority interest |
1,172 |
1,232 |
|
BP shareholders’ equity |
|
|
|
Capital shares |
|
|
|
Preference |
21 |
21 |
|
Ordinary |
5,294 |
5,447 |
|
Paid-in surplus |
7,197 |
5,105 |
|
Merger reserve |
27,183 |
27,131 |
|
Other reserves |
23 |
75 |
|
Shares held by ESOP trusts |
(115) |
(65) |
|
Treasury shares |
(3,286) |
- |
|
Accumulated other comprehensive income |
956 |
1,842 |
|
Retained earnings |
48,740 |
41,045 |
|
Total shareholders’ equity |
86,013 |
80,601 |
|
Total |
209,862 |
188,596 |
- 9 -
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: March 13, 2006 |
/s/ D J Pearl |
|
|
D J PEARL Deputy Company Secretary |
- 10 -