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. 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. 333-09798) 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. AND 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 333-1326190 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 2007

						Page
1.				Management’s Discussion and Analysis of Financial Condition and Results of Operations for the period January-March 2007			3
	2.			Consolidated Financial Statements including Notes to Consolidated Financial Statements for the period January-March 2007			12
3.				Environmental, Operating and Other Information			22
4.				Signatures			25
	5.			Exhibit 99.1: Computation of Ratio of Earnings to Fixed Charges			26
				Exhibit 99.2: Capitalization and Indebtedness			27

BP p.l.c. AND SUBSIDIARIES

GROUP RESULTS JANUARY — MARCH 2007

		Three months ended
		31 March
		(Unaudited)								2007
										vs
		2007				2006				2006
Profit for the period* ($ million)			4,664				5,623				(17	%)
- per ordinary share (pence)			12.34				15.66
- per ordinary share (cents)			24.06				27.40
- per ADS (dollars)			1.44				1.64				(12	%)

•		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 2006 in BP p.l.c.’s Annual Report on Form 20-F for the year ended 31 December 2006.
•		BP’s first quarter profit was $4,664 million, compared with $5,623 million a year ago, a decrease of 17%. This included inventory holding gains of $303 million in the first quarter of 2007 compared with $358 million a year ago. Inventory holding gains or losses represent the difference between the cost of sales calculated using the average cost of supplies incurred during the year and the cost of sales calculated using the first-in first-out method.
•		Net cash provided by operating activities for the quarter was $8.0 billion compared with $8.9 billion a year ago.
•		The effective tax rate on profit of continuing operations for the quarter was 34%; the rate was also 34% a year earlier.
•		Net debt at the end of the quarter was $21.8 billion. The ratio of net debt to net debt plus equity was 20% compared with 16% a year ago.
•		Capital expenditure, excluding acquisitions, was $3.7 billion for the quarter. Total capital expenditure and acquisitions was $4.8 billion, which included $1.1 billion in respect of the acquisition of Chevron’s Netherlands manufacturing company. Capital expenditure excluding acquisitions is expected to be around $18 billion for the year. Disposal proceeds were $0.9 billion for the quarter.
•		The quarterly dividend, to be paid in June, is 10.325 cents per share ($0.6195 per ADS) compared with 9.375 cents per share a year ago, an increase of 10%. In sterling terms, the quarterly dividend is 5.151 pence per share, compared with 5.251 pence per share a year ago, a decrease of 2%. During the quarter, the company repurchased 238 million of its own shares for cancellation at a cost of $2.5 billion.

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)
		2007				2006
Results for the period ($ million)
Profit(a)			4,664				5,623
Shares in issue at period end (thousand)(b)			19,290,540				20,341,135
– ADS equivalent (thousand)(b)			3,215,090				3,390,189
Average number of shares outstanding (thousand)(b)			19,384,508				20,521,872
– ADS equivalent (thousand)(b)			3,230,751				3,420,312
Shares repurchased in the period (thousand)			237,916				349,079
Per ordinary share (cents)
Profit for the period			24.06				27.40
Per ADS (cents)
Profit for the period			144.36				164.40

Dividends

On 24 April 2007, BP announced a dividend of 10.325 cents per ordinary share to be paid in June. Holders of ordinary shares will receive 5.151 pence per share and holders of American Depository Receipts (ADRs) $0.6195 per ADS. The dividend is payable on 4 June to shareholders on the register on 11 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 4 June.

		Three months ended
		31 March
		(Unaudited)
		2007				2006
Dividends paid per ordinary share
cents			10.325				9.375
pence			5.258				5.288
Dividends paid per ADS (cents)			61.95				56.25

Net Debt Ratio – Net Debt : Net Debt + Equity

		At 31 March
		(Unaudited)
$ million		2007				2006
Gross debt			23,728				18,679
Cash and cash equivalents			1,956				2,939
Net debt			21,772				15,740
Equity			85,749				80,566
Net debt ratio			20	%			16	%

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)
$ million		2007				2006
Profit before interest and tax(a)			6,054				6,816
By region:
UK			1,062				1,165
Rest of Europe			720				303
US			1,663				2,304
Rest of World			2,609				3,044
			6,054				6,816
Exploration expense
UK			20				7
Rest of Europe			—				—
US			77				66
Rest of World			59				116
			156				189
Liquids(b)
Average prices realized by BP(c) ($/bbl)			53.43				55.88
Production for subsidiaries (mb/d) (net of royalties)			1,366				1,398
Production for equity-accounted entities (mb/d) (net of royalties)			1,080				1,135
Natural gas
Average prices realized by BP(c) ($/mcf)			4.86				5.54
Production for subsidiaries (mmcf/d) (net of royalties)			7,506				7,701
Production for equity-accounted entities (mmcf/d) (net of royalties)			996				1,012
Total hydrocarbons(d)
Average prices realized by BP(c) ($/boe)			41.06				44.20
Production for subsidiaries (mboe/d)			2,660				2,726
Production for equity-accounted entities (mboe/d)			1,252				1,309

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 $6,054 million, a decrease of 11% over the first quarter of 2006. This included inventory holding gains of $11 million compared with an inventory holding loss of $7 million in the first quarter of 2006. The result was impacted by lower oil and gas realizations and lower reported volumes, reflecting the impact of the divestment activity in 2006. In addition, it included higher costs, reflecting the impacts of sector-specific inflation, increased integrity spend and higher depreciation charges. BP’s share of income from TNK-BP was negatively affected by lower prices and the adverse effect of lagged tax reference prices.

The result included a net disposal gain of $603 million, with the most significant item being the gain on the sale of our assets in the Netherlands, which completed on 31 January, and fair value gains on embedded derivatives of $145 million relating to North Sea gas contracts. The corresponding quarter in 2006 was after a net fair value loss of $395 million on embedded derivatives.

Production for the first quarter of 2007 was 2,660 mboe/d for subsidiaries and 1,252 mboe/d for equity-accounted entities compared with 2,726 mboe/d and 1,309 mboe/d respectively, a year ago. For both subsidiaries and equity-accounted entities, the decrease primarily reflects the impact of divestments.

During the quarter, we had our first lifting from the Dalia field in Angola, with the field ramping up as planned, and the BTC pipeline celebrated the loading of its 100 millionth barrel at the Ceyhan terminal. In Angola, the Greater Plutonio FPSO has been successfully moored.

We continued our strong exploration track record in Angola with Miranda, our 13^th successful well in Block 31, and made the Giza North gas discovery in Egypt.

Since the end of the quarter, we have divested our interest in the Entrada field in the deepwater Gulf of Mexico, and acquired an increased interest in the Badin field in Pakistan in exchange for our ownership interest in the West Texas Pipeline System.

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)
$ million		2007				2006
Profit (loss) before interest and tax(a)			1,129				2,038
By region:
UK			(64	)			(155	)
Rest of Europe			481				686
US			289				828
Rest of World			423				679
			1,129				2,038
Refinery throughputs (mb/d)
UK			148				111
Rest of Europe			640				639
US			1,152				976
Rest of World			292				296
Total throughput			2,232				2,022
Refining availability (%)(b)			81.6				79.9
Oil sales volumes (mb/d)
Refined products
UK			335				345
Rest of Europe			1,246				1,315
US			1,564				1,599
Rest of World			624				567
Total marketing sales			3,769				3,826
Trading/supply sales			2,026				2,204
Total refined product sales			5,795				6,030
Crude oil			2,017				2,571
Total oil sales			7,812				8,601
Global Indicator Refining Margin ($/bbl)(c)
NWE			4.16				2.88
USGC			10.14				10.86
Midwest			7.62				4.89
USWC			22.21				11.22
Singapore			4.84				3.54
BP Average			9.45				6.28
Chemicals production (kte)
UK			256				303
Rest of Europe			748				842
US			1,076				789
Rest of World			1,520				1,687
Total production			3,600				3,621

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

REFINING AND MARKETING (concluded)

The profit before interest and tax for the first quarter was $1,129 million compared with $2,038 million for the same period last year. This included inventory holding gains of $291 million and $426 million respectively. Additionally, the quarter’s result was after a charge of $180 million in respect of asset impairments. Last year’s result included net disposal gains of $564 million.

Compared with the first quarter of 2006, our result benefited from a stronger operating environment for both refining and marketing. However, the benefit of higher refining throughput at Texas City during the quarter was more than offset by the impact of operational issues at a number of our other refineries, particularly in the US. In addition, the quarter’s result reflects significant IFRS fair value timing effects, lower supply optimization benefits and greater integrity spend.

The refining throughputs for the quarter were 2,232 mb/d compared with 2,022 mb/d for the same quarter last year. The improvement in throughputs was mainly due to the partial resumption of operations at the Texas City refinery. Excluding the Texas City refinery, refining availability for the first quarter of 2007 was 94.6% compared with 96.0% in the first quarter of 2006. Marketing sales were 3,769 mb/d compared with 3,826 mb/d for the corresponding period in 2006, reflecting lower heating oil demand in Europe caused by relatively mild winter weather.

On 31 March 2007, BP completed its acquisition of Chevron’s Netherlands manufacturing company, Texaco Raffinaderij Pernis B.V., for $1.1 billion.

BP agreed to sell, subject to required regulatory approvals, its Coryton Refinery in Essex, UK, to Petroplus Holdings AG for consideration of $1.4 billion, plus working capital. Furthermore, BP announced its intention to sell its ethyl acetate and vinyl acetate monomer manufacturing units at Saltend, near Hull, UK.

BP announced it had selected the University of California Berkeley, and its partners the University of Illinois at Urbana-Champaign and the Lawrence Berkeley National Laboratory, to join in the previously announced $500 million research programme to explore how bioscience can be used to increase energy production and reduce the impact of energy consumption on the environment.

Late in the quarter, operational issues at the Whiting Refinery have reduced throughput to around 200,000 barrels per day, about half its capacity, and limited the crude slate to primarily sweet grades. This will continue until we complete the necessary repairs.

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
		31 March
		(Unaudited)
$ million		2007				2006
Profit before interest and tax(a)			206				238
By region:
UK			48				(72	)
Rest of Europe			7				7
US			24				168
Rest of World			127				135
			206				238

The profit before interest and tax for the first quarter was $206 million compared with $238 million a year ago. This includes inventory holding gains of $63 million in the first quarter of 2006 (there were no inventory holding gains or losses on the first quarter of 2007). Additionally, the first quarter of 2007 included fair value gains on embedded derivatives of $7 million and a net gain of $2 million on the sale of assets. The corresponding quarter in 2006 included a fair value loss of $55 million on embedded derivatives.

The first quarter’s result was significantly lower than the same period in 2006, primarily due to a lower contribution from the marketing and trading business, partially offset by strong operating performance from the NGL’s business, particularly in Canada, a positive impact in respect of non-operating items and a benefit due to the absence of last year’s IFRS fair value accounting charge.

In March, BP Solar began construction of two mega cell plants, one at its European headquarters in Madrid, Spain and the second at its joint venture facility, Tata BP Solar, in Bangalore, India. Also, we expect to begin construction of a wind power generation project in India and five wind power generation projects in the US, located in California, Colorado, North Dakota and Texas, in 2007. These projects are expected to deliver a combined generation capacity of more than 500 megawatts. During the quarter, China’s first LNG terminal at Guangdong (BP 30%) reached the milestone of receiving 1 million tonnes of LNG, which is supplied to power, industrial and residential customers in Southeast China.

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)
$ million		2007				2006
Profit (loss) before interest and tax(a)			(115	)			(215	)

Other businesses and corporate comprises Finance, the group’s aluminium asset, interest income and costs relating to corporate activities. The first quarter’s result includes a net disposal gain of $31 million.

BP p.l.c. AND SUBSIDIARIES

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 contains forward looking statements particularly those regarding capital expenditure and the construction of wind power generation projects and their expected combined generation capacity. 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; 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 of partnering; the actions of competitors; natural disasters and 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 Announcement. For more information you should refer to our Annual Report and Accounts 2006 and our 2006 Annual Report on Form 20-F filed with the US Securities and Exchange Commission.

US GAAP

In compliance with Item 8.A of Form 20-F, the group has elected to include a summary of the adjustments to profit for the period and to BP shareholders’ equity that would be required if US generally accepted accounting principles (US GAAP) was applied instead of IFRS (a US GAAP reconciliation) in its Annual Report on Form 20-F and in its report on Form 6-K for the period ended 30 June. Previously, a US GAAP reconciliation was also included in the group’s reports on Form 6-K for the periods ended 31 March and 30 September.

This change in reporting practice is being made in order to shorten the period of time between the announcement of the group’s quarterly results and the filing of the applicable report on Form 6-K. Accelerating the filing of these quarterly reports on Form 6-K provides the group additional flexibility with regard to the issuance of securities under existing Registration Statements on Form F-3.

The consolidated financial statements of the BP group are prepared in accordance with IFRS as adopted for use by the European Union, which differ in certain respects from US GAAP. The material differences between the group’s IFRS and US GAAP reporting are set out in the Annual Report on Form 20-F 2006 in note 53. Since 31 December 2006 no new significant IFRS to US GAAP differences have arisen.

The group adopted FASB Interpretation No. 48 ‘Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109’ with effect from 1 January 2007. Under Interpretation 48, a tax benefit relating to an uncertain tax position is recognized only where it is more likely than not that the tax position, based on underlying technical merits, will be sustained upon examination by tax authorities. The tax benefit recognized for such a position is measured based on the largest benefit that has a greater than fifty percent likelihood of being realized on settlement. Under IFRS, the provisions of IAS 37 — Provisions, Contingent Liabilities and Contingent Assets should be considered when accounting for uncertain tax positions. IAS 37 says that uncertainties surrounding the amount to be recognized are dealt with by various means according to the circumstances. The approaches suggested include the use of probabilities to determine expected values and a most likely outcome approach. The adoption of Interpretation 48 did not have a significant effect on the group’s profit as adjusted to accord with US GAAP, or on BP shareholders’ equity as adjusted to accord with US GAAP.

BP p.l.c. AND SUBSIDIARIES

		Three months ended
		31 March
		(Unaudited)
		2007				2006
		($ million, except per
		share amounts)
Sales and other operating revenues (Note 4)			61,307				63,288
Earnings from jointly controlled entities – after interest and tax			333				573
Earnings from associates – after interest and tax			163				115
Interest and other revenues			233				198
Total revenues			62,036				64,174
Gains on sale of businesses and fixed assets			680				597
Total revenues and other income			62,716				64,771
Purchases			42,660				43,819
Production and manufacturing expenses			5,752				5,217
Production and similar taxes (Note 5)			747				932
Depreciation, depletion and amortization			2,519				2,184
Impairment and losses on sale of businesses and fixed assets			223				23
Exploration expense			156				189
Distribution and administration expenses			3,457				3,096
Fair value (gain) loss on embedded derivatives			(155	)			442
Profit before interest and taxation from continuing operations			7,357				8,869
Finance costs (Note 6)			264				191
Other finance income (Note 7)			(93	)			(48	)
Profit before taxation from continuing operations			7,186				8,726
Taxation			2,440				2,929
Profit from continuing operations			4,746				5,797
Profit (loss) from Innovene operations (Note 3)			—				(103	)
Profit for the period			4,746				5,694
Attributable to:
BP shareholders			4,664				5,623
Minority interest			82				71
			4,746				5,694
Earnings per ordinary share – cents
Profit for the period attributable to BP shareholders
Basic			24.06				27.40
Diluted			23.94				27.13
Profit from continuing operations attributable to BP shareholders
Basic			24.06				27.90
Diluted			23.94				27.63
Earnings per American Depositary share – cents
Profit attributable to BP shareholders
Basic			144.36				164.40
Diluted			143.64				162.78

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

		31 March 2007				31 December 2006
		(Unaudited)				(Audited)
		($ million)
Non-current assets
Property, plant and equipment			92,307				90,999
Goodwill			10,991				10,780
Intangible assets			5,667				5,246
Investments in jointly controlled entities			15,159				15,074
Investments in associates			6,064				5,975
Other investments			1,595				1,697
Fixed assets			131,783				129,771
Loans			769				817
Other receivables			931				862
Derivative financial instruments			2,486				3,025
Prepayments and accrued income			1,025				1,034
Defined benefit pension plan surplus			6,950				6,753
			143,944				142,262
Current assets
Loans			175				141
Inventories			19,812				18,915
Trade and other receivables			38,819				38,692
Derivative financial instruments			7,550				10,373
Prepayments and accrued income			3,392				3,006
Current tax receivable			95				544
Cash and cash equivalents			1,956				2,590
			71,799				74,261
Assets classified as held for sale			1,113				1,078
			72,912				75,339
Total assets			216,856				217,601
Current liabilities
Trade and other payables			43,681				42,236
Derivative financial instruments			7,508				9,424
Accruals and deferred income			5,467				6,147
Finance debt			11,597				12,924
Current tax payable			3,322				2,635
Provisions			1,934				1,932
			73,509				75,298
Liabilities directly associated with the assets classified as held for sale			—				54
			73,509				75,352
Non-current liabilities
Other payables			1,319				1,430
Derivative financial instruments			3,626				4,203
Accruals and deferred income			949				961
Finance debt			12,131				11,086
Deferred tax liabilities			18,593				18,116
Provisions			11,655				11,712
Defined benefit pension plan and other post-retirement benefit plan deficits			9,325				9,276
			57,598				56,784
Total liabilities			131,107				132,136
Net assets			85,749				85,465
Equity
BP shareholders’ equity			84,874				84,624
Minority interest			875				841
			85,749				85,465

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

		Three months ended
		31 March
		(Unaudited)
		2007				2006
		($ million)
Currency translation differences			174				153
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			(109	)			197
Available–for–sale investments – recycled to the income statement			—				(346	)
Cash flow hedges marked to market			28				57
Cash flow hedges – recycled to the income statement			(60	)			57
Cash flow hedges – recycled to the balance sheet			(7	)			—
Taxation			(77	)			61
Net income (expense) recognized directly in equity			(70	)			179
Profit for the period			4,746				5,694
Total recognized income and expense for the period			4,676				5,873
Attributable to:
BP shareholders			4,578				5,802
Minority interest			98				71
			4,676				5,873

MOVEMENT IN BP SHAREHOLDERS’ EQUITY

		(Unaudited)
		($ million)
At 31 December 2006			84,624
Profit for the period			4,664
Distribution to shareholders			(2,001	)
Currency translation differences (net of tax)			142
Exchange gain on translation of foreign operations transferred to gain on sale (net of tax)			(19	)
Share–based payments (net of tax)			104
Repurchase of ordinary share capital			(2,499	)
Available–for–sale investments (net of tax)			(121	)
Cash flow hedges (net of tax)			(20	)
At 31 March 2007			84,874

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

		Three months ended
		31 March
		(Unaudited)
		2007				2006
		($ million)
Operating activities
Profit before taxation from continuing operations			7,186				8,726
Adjustments to reconcile profits before tax to net cash provided by operating activities
Exploration expenditure written off			55				114
Depreciation, depletion and amortization			2,519				2,184
Impairment and (gain) loss on sale of businesses and fixed assets			(457	)			(574	)
Earnings from jointly controlled entities and associates			(496	)			(688	)
Dividends received from jointly controlled entities and associates			229				1,011
Working capital and other movements			(1,058	)			(1,850	)
Net cash provided by operating activities(a)			7,978				8,923
Investing activities
Capital expenditures			(3,645	)			(3,295	)
Acquisition, net of cash acquired			(1,087	)			—
Investment in jointly controlled entities			(9	)			—
Investment in associates			(44	)			(157	)
Proceeds from disposal of fixed assets			310				484
Proceeds from disposal of businesses, net of cash disposed			608				166
Proceeds from loan repayments			45				72
Net cash used in investing activities			(3,822	)			(2,730	)
Financing activities
Net repurchase of shares			(2,402	)			(3,861	)
Proceeds from long-term financing			1,358				396
Repayments of long-term financing			(1,134	)			(65	)
Net decrease in short-term debt			(558	)			(710	)
Dividends paid - BP shareholders			(2,001	)			(1,922	)
- Minority interest			(64	)			(66	)
Net cash used in financing activities			(4,801	)			(6,228	)
Currency translation differences relating to cash and cash equivalents			11				14
Decrease in cash and cash equivalents			(634	)			(21	)
Cash and cash equivalents at beginning of period			2,590				2,960
Cash and cash equivalents at end of period			1,956				2,939

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

		Three months ended
		31 March
		(Unaudited)
		2007				2006
		($ million)
Working capital and other movements
Interest receivable			(95	)			(130	)
Interest received			85				146
Finance costs			264				191
Interest paid			(333	)			(310	)
Other finance expense			(93	)			(48	)
Share-based payments			75				83
Net operating charge for pensions and other post-retirement benefits, less contributions			(87	)			(50	)
Net charge for provisions, less payments			(157	)			(207	)
(Increase) decrease in inventories			(648	)			1,008
(Increase) decrease in other current and non-current assets			3,139				335
Increase (decrease) in other current and non-current liabilities			(2,000	)			(107	)
Income taxes paid			(1,208	)			(2,761	)
			(1,058	)			(1,850	)

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 2006 included in BP’s Annual Report on Form 20-F filed with the Securities and Exchange Commission.

BP prepares its Annual Report and Accounts on the basis of International Financial Reporting Standards (IFRS) as adopted for use by the European Union. The financial information presented herein has been prepared in accordance with the accounting policies expected to be used in preparing the Annual Report and Accounts 2007, which do not differ significantly from those used for the Annual Report and Accounts 2006.

Note 2 — Changes to comparatives

In 2005 the basis of accounting for over-the-counter forward sale and purchase contracts for oil, natural gas, NGLs and power was changed. Certain transactions are now reported on a net basis in sales and other operating revenues, whereas previously they had been reported gross in sales and purchases. This change, while reducing sales and other operating revenues and purchases, had no impact on reported profit, profit per ordinary share, cash flow or the balance sheet.

During 2006, as part of a continuous process to review how individual contracts are accounted for, certain other minor adjustments were identified that should have been reflected in the restatement from gross to net presentation. Though these adjustments are not significant to the group income statement, the amendment has been made to bring the comparatives onto a consistent basis. The comparative figures have been amended to reflect these items as set out below.

		Amended				Reported
		3 months ended
		31 March 2006				31 March 2006
		($ million)
Sales and other operating revenues
Exploration and Production			13,918				13,918
Refining and Marketing			54,537				55,880
Gas, Power and Renewables			6,553				6,979
Other businesses and corporate			206				206
			75,214				76,983
Less: sales between businesses			11,926				11,926
Total third party sales			63,288				65,057
Purchases			43,819				45,588

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

Note 3 — Sale of Olefins and Derivatives business

The sale of Innovene, BP’s olefins, derivatives and refining group, to INEOS, was completed on 16 December 2005. First quarter 2006 included a loss of $103 million related to post-closing adjustments.

		Three months ended
		31 March
		(Unaudited)
		2007				2006
		($ million)
Loss recognized on the remeasurement to fair value			—				(96	)
Taxation			—				(7	)
Profit (loss) from Innovene operations			—				(103	)
Earnings (loss) per share from Innovene operations – cents
Basic			—				(0.50	)
Diluted			—				(0.50	)

Note 4 — Sales and other operating revenues

		Three months ended
		31 March
		(Unaudited)
		2007				2006
		($ million)
By business
Exploration and Production			12,219				13,918
Refining and Marketing			53,119				54,537
Gas, Power and Renewables			5,613				6,553
Other businesses and corporate			206				206
Sales by continuing operations			71,157				75,214
Less: sales between businesses			9,850				11,926
Total third party sales			61,307				63,288
By geographical area
UK			24,055				27,733
Rest of Europe			16,588				18,374
US			23,034				22,066
Rest of World			16,844				18,375
			80,521				86,548
Less: sales between areas			19,214				23,260
Total third party sales			61,307				63,288

Note 5 — Profit before interest and taxation is after charging:

		Three months ended
		31 March
		(Unaudited)
		2007				2006
		($ million)
Production and similar taxes
UK			67				235
Overseas			680				697
			747				932

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

Note 6 — Finance costs

		Three months ended
		31 March
		(Unaudited)
		2007				2006
		($ million)
Interest payable			347				293
Capitalized			(83	)			(102	)
			264				191

Note 7 — Other finance income

		Three months ended
		31 March
		(Unaudited)
		2007				2006
		($ million)
Interest on pension and other post-retirement benefit plan liabilities			538				471
Expected return on pension and other post-retirement benefit plan assets			(698	)			(582	)
Interest net of expected return on plan assets			(160	)			(111	)
Unwinding of discount on provisions			67				54
Unwinding of discount on deferred consideration for acquisition of investment in TNK-BP			—				9
			(93	)			(48	)

Note 8 — Analysis of changes in net debt

		Three months ended
		31 March
		(Unaudited)
		2007				2006
		($ million)
Opening balance
Finance debt			24,010				19,162
Less: Cash and cash equivalents			2,590				2,960
Opening net debt			21,420				16,202
Closing balance
Finance debt			23,728				18,679
Less: Cash and cash equivalents			1,956				2,939
Closing net debt			21,772				15,740
Decrease (increase) in net debt			(352	)			462
Movement in cash and cash equivalents (excluding exchange adjustments)			(645	)			(35	)
Net cash outflow from financing (excluding share capital)			334				379
Fair value hedge adjustment			(30	)			82
Other movements			(11	)			32
Movement in net debt before exchange effects			(352	)			458
Exchange adjustments			—				4
Decrease (increase) in net debt			(352	)			462

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

Note 9 — TNK-BP operational and financial information

		Three months ended
		31 March
		(Unaudited)
		2007				2006
Income statement (BP share)		($ million)
Profit before interest and tax			356				852
Interest expense*			(61	)			(43	)
Taxation			(103	)			(350	)
Minority interest			(30	)			(41	)
Net income			162				418
* Excludes unwinding of discount on deferred consideration			—				9
Cash flow
Dividends received(a)			—				771

Balance sheet

		31 March				31 December
		2007				2006
Investments in jointly controlled entities			8,381				8,353

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

Note 10 — Analysis of profit before interest and tax

		Three months ended
		31 March
		(Unaudited)
		2007				2006
		($ million)
By business
Exploration and Production
UK			1,062				1,165
Rest of Europe			720				303
US			1,663				2,304
Rest of World			2,609				3,044
			6,054				6,816
Refining and Marketing
UK			(64	)			(155	)
Rest of Europe			481				686
US			289				828
Rest of World			423				679
			1,129				2,038
Gas, Power and Renewables
UK			48				(72	)
Rest of Europe			7				7
US			24				168
Rest of World			127				135
			206				238
Other businesses and corporate
UK			(46	)			(141	)
Rest of Europe			21				(1	)
US			(113	)			(104	)
Rest of World			23				31
			(115	)			(215	)
			7,274				8,877
Consolidation adjustment			83				(8	)
Total for continuing operations			7,357				8,869
Innovene operations
UK			—				(55	)
Rest of Europe			—				(21	)
US			—				7
Rest of World			—				(27	)
Total for Innovene operations			—				(96	)
Total for period			7,357				8,773
By geographical area
UK			998				772
Rest of Europe			1,245				995
US			1,932				3,245
Rest of World			3,182				3,857
Total for continuing operations			7,357				8,869

BP p.l.c. AND SUBSIDIARIES

REALIZATIONS AND MARKER PRICES

		Three months ended
		31 March
		(Unaudited)
		2007				2006
Average realizations(a)
Liquids realizations ($/bbl)(b)
UK			55.42				60.00
US			51.62				53.79
Rest of World			54.09				55.02
BP average			53.43				55.88
Natural gas ($/mcf)
UK			7.28				7.87
US			5.76				6.91
Rest of World			3.90				3.94
BP average			4.86				5.54
Average oil marker prices ($/bbl)
Brent			57.76				61.79
West Texas Intermediate			58.05				63.29
Alaska North Slope US West Coast			55.78				60.89
Urals (NWE — cif)			54.36				58.15
Urals (Med — cif)			54.26				58.26
Russian domestic oil			27.33				35.27
Average natural gas marker prices
Henry Hub gas price ($/mmbtu)(c)			6.77				9.01
UK Gas — National Balancing point (p/therm)			22.33				70.00

BP p.l.c. AND SUBSIDIARIES
ENVIRONMENTAL, OPERATING AND OTHER INFORMATION — continued

OPERATING INFORMATION

		Three months ended
		31 March
		(Unaudited)
		2007				2006
Liquids production for subsidiaries(a) (mb/d) (net of royalties)
UK			236				281
Rest of Europe			59				68
US			526				566
Rest of World			545				483
			1,366				1,398
Natural gas production for subsidiaries (mmcf/d) (net of royalties)
UK			907				1,196
Rest of Europe			41				94
US			2,163				2,485
Rest of World			4,395				3,926
			7,506				7,701
Total hydrocarbons for subsidiaries(b) (mboe/d) (net of royalties)
UK			393				487
Rest of Europe			66				83
US			899				995
Rest of World			1,302				1,161
			2,660				2,726
Equity-accounted entities (BP share)
Total production(b) (mboe/d) (net of royalties)			1,252				1,309
TNK-BP operational data (BP share)
Production (net of royalties)
Liquids (mb/d)			832				896
Natural gas (mmcf/d)			566				567
Total hydrocarbons (mboe/d)(b)			930				994