BP AMOCO PLC
6-K, 2000-11-22
PETROLEUM REFINING
Previous: KEYCO BOND FUND INC, N-30D, 2000-11-22
Next: WALLSTREET REVIEW INC, 8-K, 2000-11-22





<PAGE>
                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549


                                  Form 6-K

                          Report of Foreign Issuer

                    Pursuant to Rule 13a-16 or 15d-16 of
                    the Securities Exchange Act of 1934


                  for the period ended September 30, 2000


                              BP AMOCO p.l.c.
              (Translation of registrant's name into English)


       BRITANNIC  HOUSE, 1 FINSBURY CIRCUS,  LONDON,  EC2M 7BA, ENGLAND
                    (Address of principal executive offices)


     Indicate  by check mark  whether the  registrant  files or will file annual
     reports under cover Form 20-F or Form 40-F.

                  Form 20-F   X             Form 40-F
                             -----                     -----

     Indicate by check mark whether the registrant by furnishing the information
     contained in this Form is also thereby  furnishing  the  information to the
     Commission  pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
     1934.

                      Yes                   No    X
                          -----                  -----


THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE  INCORPORATED  BY REFERENCE IN THE
PROSPECTUS  INCLUDED  IN THE  REGISTRATION  STATEMENT  ON  FORM  F-3  (FILE  NO.
333-9790)  OF BP AMOCO  p.l.c.,  THE  PROSPECTUS  INCLUDED  IN THE  REGISTRATION
STATEMENT  ON FORM F-3 (FILE  NO.  33-39075)  OF BP  AMERICA  INC.  AND BP AMOCO
p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION  STATEMENT ON FORM F-3 (FILE
NO. 33-20338) OF BP AMERICA INC. AND BP AMOCO p.l.c., THE PROSPECTUS INCLUDED IN
THE  REGISTRATION  STATEMENT ON FORM F-3 (FILE NO. 33-29102) OF THE STANDARD OIL
COMPANY  AND BP  AMOCO  p.l.c.,  THE  PROSPECTUS  INCLUDED  IN THE  REGISTRATION
STATEMENT ON FORM S-8 (FILE NO.  33-21868) OF BP AMOCO  p.l.c.,  THE  PROSPECTUS
INCLUDED IN THE  REGISTRATION  STATEMENT  ON FORM S-8 (FILE NO.  333-9020) OF BP
AMOCO p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION  STATEMENT ON FORM S-8
(FILE  NO.  333-9798)  OF BP  AMOCO  p.l.c.,  THE  PROSPECTUS  INCLUDED  IN  THE
REGISTRATION  STATEMENT ON FORM S-8 (FILE NO. 333-79399) OF BP AMOCO p.l.c., AND
THE  PROSPECTUS  INCLUDED IN THE  REGISTRATION  STATEMENT  ON FORM S-8 (FILE NO.
333-34968) OF BP AMOCO  p.l.c.,  AND TO BE A PART THEREOF FROM THE DATE ON WHICH
THIS  REPORT IS FILED,  TO THE EXTENT NOT  SUPERSEDED  BY  DOCUMENTS  OR REPORTS
SUBSEQUENTLY FILED OR FURNISHED.


<PAGE>
Page 2
                      BP AMOCO p.l.c. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                           RESULTS OF OPERATIONS


GROUP RESULTS JANUARY - SEPTEMBER 2000
<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
<S>                                                       <C>           <C>         <C>           <C>
Total replacement cost operating profit           - $m     4,810         2,848       13,210         6,169
Replacement cost profit before exceptional items  - $m     3,058         1,743        8,601         3,646
Replacement cost profit for the period            - $m     2,918         1,205        8,357         2,085
Historical cost profit for the period             - $m     3,462         1,848        9,646         3,307
Profit per Ordinary Share                         - cents  15.36          9.53        45.19         17.06
Dividends per Ordinary Share                      - cents   5.25          5.00        15.25         15.00
</TABLE>

(a)  For further  information on replacement  cost profit see Note 5 of Notes to
     Consolidated Financial Statements.

The following  discussion  should be read in conjunction  with the  consolidated
financial   statements  provided  elsewhere  in  this  Form  6-K  and  with  the
consolidated  financial statements and related notes for the year ended December
31, 1999 included in BP Amoco  p.l.c.'s  Annual Report on Form 20-F for the year
ended  December  31,  1999.  Comparative  figures for the three  months and nine
months ended  September  30, 1999 have been  restated to reflect the creation of
the Gas and Power business stream,  which is reported separately from January 1,
2000. BP or the Group means BP Amoco p.l.c. and its subsidiaries.

On April 13, 2000 BP and Atlantic  Richfield  Company (ARCO) announced that they
had  received  clearance  from the US  Federal  Trade  Commission  (FTC) for the
combination of the two companies and the  combination was completed on April 18,
2000. The combination has been accounted for as an acquisition under UK GAAP and
as a purchase  under US GAAP. The results of ARCO have been included with effect
from April 14, 2000, the day following the FTC approval of the transaction.

The Burmah Castrol acquisition was completed on July 7, 2000 for a total cost of
$4.7 billion. The results have been included with effect from July 7, 2000.

The final  agreement on the acquisition of the Mobil European Fuels JV share was
completed in August,  2000. The Joint Venture has been  consolidated with effect
from August 1, 2000.

Replacement  cost profit  before  exceptional  items (which  excludes  inventory
holding  gains  and  losses)  was  $3,058  million  for the three  months  ended
September 30, 2000,  compared with $1,743 million for the  equivalent  period of
1999.  The  increase  reflects  a very  strong  trading  environment,  continued
performance  improvement  and the  inclusion of ARCO and Burmah  Castrol.  These
results include special charges of $392 million ($289 million after tax) for the
three months ended September 30, 2000, and $294 million ($212 million after tax)
for the  equivalent  period  of 1999.  The  result  for the three  months  ended
September 30, 2000 is also after charging  depreciation and amortization of $449
million  arising  from the  fixed  asset  revaluation  adjustment  and  goodwill
consequent  upon the ARCO and Burmah Castrol  acquisitions.  The special charges
for the  three  months  ended  September  30,  2000  comprised  ARCO and  Vastar
integration  costs of $184  million,  rationalization  costs  post the  BP/Amoco
merger of $140 million, $26 million for litigation costs, $25 million for Burmah
Castrol integration costs and $17 million for an asset writedown.  Those for the
corresponding period of 1999 related to integration costs following the BP/Amoco
merger.

For the nine months ended September 30, 2000 the replacement  cost profit before
exceptional  items was $8,601  million,  up from  $3,646  million  in 1999.  The
results  for 2000 are  after  charging  special  items of $1,032  million  ($761
million  after  tax)  and  acquisition  depreciation  and  amortization  of $751
million.  The results for 1999 include  special  charges of $605  million  ($437
million after tax) relating mainly to integration costs and an asset writedown.

Reductions  in the  combined  cost  structure  of BP  and  ARCO  are  proceeding
according  to plan with  around  three-quarters  of the $2 billion  year-on-year
target achieved at the end of the third quarter.

<PAGE>
Page 3
                      BP AMOCO p.l.c. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                     RESULTS OF OPERATIONS - continued


The  historical  cost profit for the three months ended  September  30, 2000 was
$3,462  million  including  inventory  holding  gains  of $544  million  and net
exceptional  gains of $138 million ($140 million charge after tax) in respect of
net  profits  on the sale of fixed  assets and  businesses  and  termination  of
operations.  For the  equivalent  period  of 1999  there  was a profit of $1,848
million  including  inventory  holding gains of $643 million and net exceptional
charges of $501 million ($538 million after tax) for restructuring costs and net
profits  on  the  sale  of  fixed  assets  and  businesses  and  termination  of
operations.

For the nine months  ended  September  30, 2000 the  historical  cost profit was
$9,646  million  including  inventory  holding  gains of  $1,289  million.  This
compares with a profit of $3,307 million  including  inventory  holding gains of
$1,222  million  for the same  period in 1999.  Included  in the results for the
first nine months of 2000 were net exceptional profits of $142 million (net loss
of $244  million  after  tax) for the sale of fixed  assets and  businesses  and
termination  of  operations.  The  results  for the  comparable  period  in 1999
included net  exceptional  charges of $1,745 million  ($1,561 million after tax)
for  restructuring  costs  and net  profits  on the  sale of  fixed  assets  and
businesses and termination of operations.

BP is  presenting  a pro forma  result  adjusted  for special  items in order to
enable  investors  to evaluate  better both BP  historical  performance  and its
performance  against that of its competitors.  The pro forma result adjusted for
special items has been derived from BP reported UK GAAP  accounting  information
but is not in itself a recognized UK or US GAAP measure.

<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
<S>                                                       <C>           <C>          <C>          <C>
Replacement cost profit before exceptional items   - $m    3,058         1,743        8,601         3,646
Special items*                                     - $m      289           212          761           437
Acquisition amortization+                          - $m      449             -          751             -
                                                          ---------------------      ---------------------
Pro forma result adjusted for special items        - $m    3,796         1,955       10,113         4,083
                                                          ---------------------      ---------------------
   -  per ordinary share                          pence    11.43          6.31        30.77         13.09
   -  per ordinary share                          cents    16.91         10.09        47.38         21.07
   -  per ADS                                   dollars     1.01          0.61         2.84          1.26
                                                          ---------------------      ---------------------
</TABLE>

 *  The special items refer to non-recurring charges and credits reported in the
    quarter.  The special items in the quarter comprise principally ARCO, Vastar
    and Burmah Castrol integration costs and  rationalization  costs post the BP
    Amoco merger.
 +  Acquisition  amortization refers to depreciation relating to the fixed asset
    revaluation adjustment and amortization of goodwill consequent upon the ARCO
    and Burmah Castrol acquisitions.

BP's pro forma  result  adjusted  for special  items was $3,796  million for the
three months ended  September  30, 2000 and $10,113  million for the nine months
ended  September 30, 2000.  The results per share were 16.91 cents for the three
months  ended  September  30,  2000 and 47.38  cents for the nine  months  ended
September 30, 2000, an increase of 68% and 125% respectively over the comparable
periods of 1999.

Net taxation,  other than production  taxes,  charged for the three months ended
September  30,  2000 was  $1,554  million  compared  with  $738  million  in the
equivalent  period  last year.  This  included  a tax charge of $278  million in
respect of  exceptional  items compared with a tax charge of $37 million for the
third quarter of 1999. The effective tax rate on replacement  cost profit before
exceptional  items was 29% for the three months ended September 30, 2000 and 28%
for the nine months,  compared with 28% for the equivalent periods of 1999. On a
pro forma basis, the effective tax rate for the quarter and nine months was 26%.
The decrease in the effective tax rate mainly reflects increased  utilization of
Nonconventional Fuels (Section 29) tax credits in the USA. These are tax credits
relating to the production and sale of certain quantities of coalbed methane and
other gases. Utilization of such credits is governed by certain restrictions. No
such credits were available to be used in 1999.

Net cash outflow for the three months ended September 30, 2000 was $2.7 billion,
compared  with an  inflow of $0.4  billion  for the  equivalent  period of 1999.
Significantly higher operating cash flow was more than offset by higher payments
for capital  expenditure and  acquisitions,  net of divestments,  and higher tax
payments relating to both tax on operations and on disposals. For the first nine
months  of 2000,  net cash  inflow  was $3.7  billion  compared  with a net cash
outflow of $2.0 billion in the same period in 1999.  The improved  cash flow for
the nine months  reflects  strong  operating cash flow along with sales proceeds
from the FTC mandated ARCO asset sales, partly offset by higher tax and payments
for capital expenditure and acquisitions.

<PAGE>
Page 4
                      BP AMOCO p.l.c. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                     RESULTS OF OPERATIONS - continued

Excluding the cost of  acquisitions  and spending by the  acquisitions,  capital
expenditure  for the three months ended  September 30, 2000 was $2.1 billion and
$5.6 billion for the nine months ended  September  30, 2000,  an increase of 27%
and 14% respectively.  Disposal proceeds for the nine months ended September 30,
2000 amounted to $10.0 billion compared to $1.1 billion a year ago. Acquisitions
in the nine months  amounted to $6.2 billion (nil a year ago).  Net cash outflow
for capital  expenditure and  acquisitions,  net of disposals,  was $3.7 billion
compared with $4.2 billion for the nine months of 1999.

The  following  table   summarizes  the  changes  in  capital   expenditure  and
acquisitions between 1999 and 2000. In order to present a meaningful  comparison
against  1999,  the  table  adjusts  the  reported   capital   expenditure   and
acquisitions  in 2000 to  exclude  the  costs of  significant  acquisitions  and
spending by the acquisitions.

<TABLE>
<CAPTION>
                                                                 Three months ended      Nine months ended
                                                                     September 30           September 30
                                                                      (Unaudited)            (Unaudited)
                                                                 ------------------      -----------------
                                                                                ($ million)
<S>                                                                    <C>                     <C>
BP 1999 capital expenditure and acquisitions as reported (A)            1,611                   4,919
                                                                 ==================      =================
BP 2000 capital expenditure and acquisitions as reported (B)            9,587                  15,147
Less significant acquisitions: (C)
   Purchase of Burmah Castrol issued share capital                     (3,817)                 (4,686)
   Purchase of Mobil share of European Fuels JV                        (1,450)                 (1,450)
   Acquisition of a 2.2% interest in PetroChina                             -                    (578)
   Purchase of minority interest in Vastar                             (1,688)                 (1,688)
   ARCO capital expenditure                                              (531)                 (1,083)
   Burmah Castrol capital expenditure                                     (17)                    (17)
   Additional capital expenditure due to the
   full consolidation of European Fuels JV                                (30)                    (30)
                                                                 ------------------      -----------------
                                                                       (7,533)                 (9,532)
                                                                 ------------------      -----------------
BP 2000 capital expenditure and acquisitions                            2,054                   5,615
adjusted for acquisitions (D) [D=B-C]                            ==================     ==================

Increase 2000 against 1999 (D-A)                                          433                     696
                                                                 ==================     ==================
% Increase                                                                27%                     14%
</TABLE>

Net debt at September 30, 2000 was $17.2  billion.  The ratio of net debt to net
debt plus equity was 19% compared with 15% at June 30, 2000 and 25% at September
30, 1999. Based on the pro forma result adjusted for special items, the ratio of
net debt to net debt plus  equity was 25% at  September  30,  2000.  Net debt of
$5,863  million  and $716  million  was  acquired as part of the ARCO and Burmah
Castrol acquisitions  respectively.  Interest expense for the three months ended
September 30, 2000 was $460 million compared with $355 million in the equivalent
period of 1999.  For the first nine months of 2000  interest  expense was $1,159
million  compared  to $987  million a year ago.  Interest  expense for the third
quarter of 2000  reflects  interest on the combined  debt of BP, ARCO and Burmah
Castrol.

BP believes that, taking into account  unutilized market  facilities,  the Group
has sufficient financing for foreseeable requirements.

The return on average capital  employed for the three months ended September 30,
2000, based on replacement cost profit before exceptional items and after adding
back interest expense and minority shareholders'  interest, was 15%, the same as
for the equivalent  period of 1999.  Based on the pro forma result  adjusted for
special items, and after adding back interest expense and minority shareholders'
interest,  the return on average capital  employed was 23% for the third quarter
of 2000 and 16% for the third quarter of 1999.  For further  information  on the
return  on  average  capital  employed  calculation  see  Note  12 of  Notes  to
Consolidated Financial Statements.

<PAGE>
Page 5
                      BP AMOCO p.l.c. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                     RESULTS OF OPERATIONS - continued

BP purchased  for  cancellation  $428 million of its own shares during the third
quarter of 2000. Total purchases so far this year amount to $1,404 million.

BP  announced a third  quarterly  dividend  for 2000 of 5.25 cents per  Ordinary
Share. Holders of Ordinary Shares will receive 3.602 pence per share and holders
of American  Depositary  Receipts  (ADRs) $0.315 per ADS share.  The dividend is
payable on December  11, 2000 to  shareholders  on the  register on November 17,
2000.   Participants  in  the  Dividend   Reinvestment   Plan  or  the  dividend
reinvestment  facility in the US Direct Access Plan will receive the dividend in
the form of shares on December 11, 2000.

BP intends to continue to pay dividends in the future of around 50% of estimated
average  replacement cost profit before  exceptional  items through the business
cycle.

<PAGE>
Page 6
                      BP AMOCO p.l.c. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                     RESULTS OF OPERATIONS - continued

DETAILED REVIEW OF BUSINESSES (EXCLUDING EXCEPTIONAL ITEMS)

EXPLORATION AND PRODUCTION
<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
<S>                                                       <C>           <C>          <C>          <C>
Total replacement cost operating profit        - $m        3,652         2,183        9,970         4,398
Special items                                  - $m          192           142          475           256
Acquisition amortization                       - $m          312             -          565             -
                                                          ---------------------      ---------------------
Pro forma operating result
adjusted for special items                     - $m        4,156         2,325       11,010         4,654
                                                          ---------------------      ---------------------
Results included:
Exploration expense                            - $m          143           141          442           437
Key Statistics:
Average prices   :Crude oil*                   - $/bbl     27.84         19.17        26.13         14.68
realized by BP
                 :Natural gas                  - $/mcf      3.01          1.99         2.57          1.87
Crude oil production (net of royalties)        - mb/d      1,902         2,047        1,927         2,065
Natural gas production (net of royalties)      - mmcf/d    7,797         5,917        7,269         5,977
Total production (net of royalties) (a)        - mboe/d    3,246         3,067        3,180         3,096
</TABLE>

*    Crude oil and natural gas liquids

(a)  Expressed in thousands of barrels of oil equivalent  per day (mboe/d).  Gas
     is  converted  to oil  equivalent  at 5.8  billion  cubic  feet:  1 million
     barrels.

(b)  Further operating information is shown on page 20.

Replacement  cost  operating  profits for the three months and nine months ended
September 30, 2000 were $3,652  million and $9,970  million  respectively.  This
compares with $2,183 million and $4,398 million for the corresponding periods in
1999. The results for both periods in 2000 reflect a contribution  from ARCO for
the period from April 14,  2000.  In  addition,  the results are after  charging
special  items of $192  million for the third  quarter and $475  million for the
nine months  respectively,  and depreciation  and amortization  arising from the
fixed  asset  revaluation  adjustment  and  goodwill  consequent  upon  the ARCO
acquisition  of $312 million for the third quarter and $565 million for the nine
months.

Special items in the three months ended September 30, 2000 principally comprised
ARCO and Vastar  integration  costs of $162 million and $17 million for an asset
write-down.  The special  items for the nine  months  ended  September  30, 2000
comprised $421 million for ARCO and Vastar  integration  costs,  $24 million for
the settlement of a lawsuit and $17 million for an asset write-down.

The special items in 1999 related mainly to BP/Amoco  merger  integration  costs
and an asset write-down.

The pro forma results  adjusted for special items for the third quarter and nine
months  were a record  $4,156  million  and $11,010  million  respectively.  The
improved results, when compared with a year ago, reflected  significantly higher
oil and gas prices, the ARCO acquisition and further operational improvements.

Third quarter 2000 production, excluding acquisitions and divestments,  reflects
the increased focus in the 1999 capital programme.  Reported  production for the
three months ended  September 30, 2000 increased by 6%, (a 3% decline  excluding
the effect of acquisitions  and  divestments);  oil production was down 7% (a 5%
decline excluding the effect of acquisitions and divestments) and gas production
increased  by  32%  (no  change   excluding  the  effect  of  acquisitions   and
divestments).  A detailed  volume  reconciliation  schedule  can be found on the
following page.  Capital  expenditure for the current quarter  increased to $1.9
billion ($1.4 billion, excluding ARCO ongoing capital expenditure) from the $0.8
billion spent in the third  quarter of 1999.  Capital  expenditure  for the nine
months ended  September 30, 2000 was $4.3 billion ($3.3 billion  excluding  ARCO
ongoing capital  expenditure)  compared with $2.8 billion for the  corresponding
period in 1999.

In the US Gulf of Mexico, the developments of NaKika (BP 50%), Horn Mountain (BP
67% and  operator)  and Kings Peak (BP 100% and  operator)  were approved by BP,
amounting to $1.2 billion in commitments.  In addition,  offshore UK, the second
phase of Foinaven was approved. UK government approval for $630 million has been
sought for the Magnus  enhanced  oil  recovery  project  that will take gas from
Foinaven and Schiehallion for reinjection in the Magnus reservoir.



<PAGE>
Page 7

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

In September,  BP announced the  completion of the purchase of the publicly held
minority stock holding in Vastar  Resources Inc. BP had acquired 81.8% of Vastar
through the ARCO acquisition.  Because of the close  operational  alignment with
the existing BP upstream US operations,  the Vastar operations have been rapidly
integrated with the BP operations.

During the quarter,  offshore  Angola,  discoveries  at Saxi-1,  in Block 15 (BP
26.67%) and  Perpetua-1,  in Block 17 (BP 16.67%)  and,  offshore  Trinidad  and
Tobago,  a major new natural gas discovery were  announced.  The initial well on
the Red Mango  field  (BP 100%)  indicated  significant  gas and oil  condensate
reserves. This is BP's second major gas find in this area this year.

The following  tables  summarize the changes in oil and gas  production  between
1999 and 2000. In order to present a meaningful  comparison  against  1999,  the
tables adjust the reported production in 1999 and 2000 to exclude the production
from significant acquisitions and divestments for the three month and nine month
periods   ended   September   30,  1999  and  September  30,  2000.  A  separate
reconciliation for ARCO for the same periods is also provided.

<TABLE>
<CAPTION>
                                                                     (Unaudited)
                                                          Oil        Gas       Gas       Total
                                                      -------    -------   -------     -------
                                                        (mb/d)   (mmcf/d)  (mboe/d)    (mboe/d)
<S>                                                    <C>        <C>       <C>         <C>
BP 3Q 1999 production as reported (A)                   2,047      5,917     1,020       3,067

Net acquisitions and divestments (B)
UK               Scott/Telford                            (21)       (10)       (2)        (23)
Rest of Europe   -                                          -          -         -           -
USA              Crescendo, Altura, PBU realignment,
                 Western gas                             (215)      (165)      (28)       (243)

Rest of World    Venezuela, others                        (64)       (33)       (6)        (70)
                                                      -------    -------   -------     -------
                                                         (300)      (208)      (36)       (336)
                                                      -------    -------   -------     -------
BP 3Q 1999 production adjusted for
divestments and acquisitions (C) [C=A-B]                1,747      5,709       984       2,731
                                                      =======    =======   =======     =======

BP and ARCO 3Q 2000 production as reported (D)          1,902      7,797     1,344       3,246
Less: ARCO contribution 3Q 2000 (E)                      (240)    (2,105)     (363)       (603)
                                                      -------    -------   -------     -------
BP 3Q 2000 production adjusted for
divestments and acquisitions (F) [F=D-E]                1,662      5,692       981       2,643
                                                      =======    =======   =======     =======
Increase/(decrease) 2000 against 1999 (F-C)               (85)       (17)       (3)        (88)
                                                      =======    =======   =======     =======
% Decrease                                                (5%)         -                   (3%)



                                                                     (Unaudited)
ARCO reconciliation                                       Oil        Gas       Gas       Total
                                                      -------    -------   -------     -------
                                                        (mb/d)   (mmcf/d)  (mboe/d)    (mboe/d)

ARCO 3Q 1999 production as reported (A)                   600      2,220       383         983
Less divestments (B)
UK              North Sea 4th Round                       (20)         -         -         (20)
Rest of Europe  -                                           -          -         -           -
USA             Alaska, Long Beach                       (319)       (35)       (6)       (325)
Rest of World   Tunisia, Ecuador, Algeria                 (24)         -         -         (24)
                                                      -------    -------   -------     -------
                                                         (363)       (35)       (6)       (369)
                                                      -------    -------   -------     -------
ARCO 3Q 1999 production adjusted
for divestments (C) [C=A-B]                               237      2,185       377         614
                                                      =======    =======   =======     =======
ARCO 3Q 2000 production as reported (D)                   240      2,105       363         603
                                                      =======    =======   =======     =======
Increase/(decrease) 2000 against 1999 (D-C)                 3        (80)      (14)        (11)
                                                      =======    =======   =======     =======
% Increase/(decrease)                                      1%        (4%)                  (2%)
</TABLE>



<PAGE>
Page 8

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


<TABLE>
<CAPTION>
                                                                     (Unaudited)
                                                          Oil        Gas       Gas       Total
                                                      -------    -------   -------     -------
                                                        (mb/d)   (mmcf/d)  (mboe/d)    (mboe/d)
<S>                                                    <C>        <C>       <C>         <C>
BP Nine Months 1999 production as reported (A)          2,065      5,977     1,031       3,096

Net acquisitions and divestments (B)
UK                Scott/Telford                           (14)       (10)       (2)        (16)
Rest of Europe    -                                         -          -         -           -
USA               Altura, PBU Realignment                (210)      (104)      (18)       (228)
Rest of World     Canada Oil                              (69)       (41)       (7)        (76)
                                                      -------    -------   -------     -------
                                                         (293)      (155)      (27)       (320)
                                                      -------    -------   -------     -------
BP Nine Months 1999 production adjusted for
divestments and acquisitions (C) [C=A-B]                1,772      5,822     1,004       2,776
                                                      =======    =======   =======     =======

BP and ARCO Nine Months 2000 production
as reported (D)                                         1,927      7,269     1,253       3,180
Net acquisitions and divestments (E)
ARCO Contribution April 14 - September 30, 2000          (161)    (1,340)     (231)       (392)
Altura, Others                                            (61)       (44)       (8)        (69)
                                                      -------    -------   -------     -------
                                                         (222)    (1,384)     (239)       (461)
                                                      -------    -------   -------     -------
BP Nine Months 2000 production adjusted
for divestments and acquisitions (F) [F=D-E]            1,705      5,885     1,014       2,719
                                                      =======    =======   =======     =======
Increase/(decrease) 2000 against 1999 (F-C)               (67)        63        10         (57)
                                                      =======    =======   =======     =======
% Increase/(decrease)                                     (4%)        1%                   (2%)


                                                                     (Unaudited)
ARCO reconciliation                                       Oil        Gas       Gas       Total
                                                      -------    -------   -------     -------
                                                        (mb/d)   (mmcf/d)  (mboe/d)    (mboe/d)

ARCO Nine Months 1999 production as reported (A)          628      2,395       413       1,041

Less divestments (B)
UK                North Sea 4th Round                     (19)         -         -         (19)
Rest of Europe    -                                         -          -         -           -
USA               Alaska, Long Beach                     (349)       (35)       (6)       (355)
Rest of World     Tunisia, Ecuador, Algeria               (18)         -         -         (18)
                                                      -------    -------   -------     -------
                                                         (386)       (35)       (6)       (392)
                                                      -------    -------   -------     -------
ARCO Nine Months 1999 production
adjusted for divestments (C) [C=A-B]                      242      2,360       407         649
                                                      =======    =======   =======     =======
ARCO Nine Months 2000 production as reported (D)          357      2,285       394         751
Less: divestments (E)
UK               North Sea 4th Round                       (5)         -         -          (5)
Rest of Europe   -                                          -          -         -           -
USA              Alaska, Long Beach                      (111)       (12)       (2)       (113)
Rest of World                                               -          -         -           -
                                                      -------    -------   -------     -------
                                                         (116)       (12)       (2)       (118)
                                                      -------    -------   -------     -------
ARCO 3Q 2000 production adjusted
for divestments (F) [F=D-E]                               241      2,273       392         633
                                                      =======    =======   =======     =======
Increase/(decrease) 2000 against 1999 (F-C)                (1)       (87)      (15)        (16)
                                                      =======    =======   =======     =======
% Decrease                                                  -        (4%)                  (2%)
</TABLE>


<PAGE>
Page 9

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


GAS AND POWER
<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
<S>                                                         <C>           <C>          <C>           <C>
Total replacement cost operating profit      - $m             48            57          126           163
Special items                                - $m              -             -            -             -
Acquisition amortization                     - $m              -             -            -             -
                                                          ---------------------      ---------------------
Pro forma operating result
adjusted for special items                   - $m             48            57          126           163
                                                          ---------------------      ---------------------
Total gas sales volumes                      - mmcf/d     14,860         9,048       13,398         8,654

</TABLE>

(a) Further operating information is shown on page 20.

The Gas and Power business  stream which is reported  separately from January 1,
2000 is  responsible  for  BP's  world-wide  gas  marketing  activities  and all
business  development  opportunities in natural gas,  including  gas-fired power
generation.  The Gas and Power stream has responsibility for the shareholding in
Ruhrgas,  BP's existing gas marketing and trading operations in the UK and North
America,  and  world-wide  power  development  activities.  Gas  and  Power  has
established business development operations in Latin America, the Mediterranean,
the Caspian region, the Middle East, Northern Europe, China and the Asia-Pacific
region.

Replacement  cost operating profit for the third quarter of 2000 was $48 million
compared  with $57 million a year ago.  The nine months  result was $126 million
compared to $163 million for 1999. The 2000 results reflect improved performance
from  higher  gas  sales  volumes,   more  than  offset  by  increased  business
development  costs and lower  Ruhrgas  income.  Gas sales  volumes for the three
months ended  September 30, 2000 increased by 64% (a 28% increase  excluding the
effect of acquisitions).

The following  table  summarizes  changes in gas sales volumes  between 1999 and
2000.  In order to  present a  meaningful  comparison  against  1999,  the table
adjusts the reported gas sales volumes for 2000 to exclude the contribution from
significant acquisitions.

<TABLE>
<CAPTION>
                                                            Three months ended       Nine months ended
                                                                September 30           September 30
                                                                (Unaudited)             (Unaudited)
                                                          ---------------------   ---------------------
                                                                 (million cubic feet per day)
<S>                                                                <C>                     <C>
BP 1999 gas sales volumes as reported (A)                           9,048                   8,654
                                                          =====================   =====================
BP 2000 gas sales volumes as reported (B)                          14,860                  13,398
Less: acquisitions (C)
ARCO                                                               (2,041)                 (2,065)
Progas                                                             (1,234)                 (1,245)
                                                          ---------------------   ---------------------
                                                                   (3,275)                 (3,310)
                                                          ---------------------   ---------------------
BP 2000 gas sales volumes adjusted
for acquisitions (D) [D=B-C]                                       11,585                  10,088
                                                          =====================   =====================
Increase 2000 against 1999 (D-A)                                    2,537                   1,434
                                                          =====================   =====================
% increase                                                            28%                     17%
</TABLE>

During the quarter  regulatory  approval  was  received  for the purchase of IGI
Resources, a US natural gas and power trading and transportation business.

In the UK,  BP  became  the  first  company  to  provide  an  emissions  credits
management  service to a major  energy  user - Imerys  (formerly  English  China
Clay), as part of a wider energy management relationship.

In Spain,  we  established  a  leading  new  entrant  position  in the  recently
liberalized  market by winning some 5% share of the eligible  industrial market.
We launched an integrated  energy offer `Energia',  in combination with BP's oil
marketing business.

In Texas,  plans were  announced  to construct a major  gas-fired  co-generation
plant at Texas City, BP's largest refining and petrochemicals  complex. Gas will
be supplied by BP with options for power marketing and trading. The refinery and
chemicals  operations will benefit from greater  efficiency with resultant lower
costs and  significantly  reduced  emissions  of nitrogen  oxides in the Houston
area.


<PAGE>
Page 10

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


REFINING AND MARKETING
<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
<S>                                                        <C>           <C>          <C>           <C>
Total replacement cost operating profit       - $m         1,063           641        3,014         1,547
Special items                                 - $m           110            21          251            71
Acquisition amortization                      - $m           170             -          234             -
                                                          ---------------------      ---------------------
Pro forma operating result
adjusted for special items                    - $m         1,343           662        3,499         1,618
                                                          ---------------------      ---------------------
Global Indicator Refining Margin*             - $/bbl       4.83          1.99         3.99          1.42
Refinery throughputs                          - mb/d       3,113         2,506        2,858         2,524
Marketing sales                               - mb/d       4,010         3,151        3,580         3,158
</TABLE>

*   The Global Indicator  Refining Margin (GIM) is the average of seven regional
    indicator  margins weighted for BP's crude refining capacity in each region.
    Each regional  indicator  margin is based on a single  representative  crude
    with  product  yields  characteristic  of the  typical  level  of  upgrading
    complexity.

(a) Further operating information is shown on page 20.

Replacement  cost  operating  profits for the three months and nine months ended
September 30, 2000 there were $1,063  million and $3,014  million  respectively.
This compares with $641 million and $1,547 million for the same periods in 1999.
The results for both  periods in 2000 include a  contribution  from ARCO for the
period from April 14, 2000, a  contribution  from Burmah  Castrol for the period
from July 7, 2000 and  reflect  the full  consolidation  of the  European  Fuels
business  from August 1, 2000.  In  addition,  the  results  are after  charging
special items of $110 million and depreciation and amortization arising from the
fixed assets  revaluation  adjustment and goodwill  consequent upon the ARCO and
Burmah Castrol acquisitions of $170 million.

Special  items  in  the  three  months  ended   September  30,  2000   comprised
rationalization  costs post the BP/Amoco merger of $48 million,  ARCO and Burmah
Castrol  integration  costs of $36 million and litigation  costs of $26 million.
The special  items for the nine months ended  September  30, 2000  comprise $120
million  for ARCO  and  Burmah  Castrol  integration  costs,  $105  million  for
rationalization  costs post the BP/Amoco merger,  and $26 million for litigation
costs.

The special items in 1999 related  principally  to BP/Amoco  merger  integration
costs.

The pro forma result adjusted for special items for the third quarter was $1,343
million and for the nine months $3,499 million,  both significantly up on a year
ago.

The main  reasons for the  improved  results for both the three  months and nine
months  ended  September  30, 2000  compared  to last year were higher  refining
margins,  continuing  cost  reductions  and  contributions  from ARCO and Burmah
Castrol.  Refining  margins  were  stronger in all  regions.  Marketing  margins
remained under pressure due to the inability to pass through high product prices
in fiercely competitive  markets,  which was exacerbated by fuel tax protests in
the UK and elsewhere in Europe.  Excluding  ARCO and the Mobil European Fuels JV
acquisition effects,  shop sales in the quarter were 10% higher than a year ago.
The  quarter  on  quarter   comparison   also  benefited  from  higher  refinery
throughputs, mainly driven by fewer turnarounds.

The Burmah Castrol acquisition was completed on 7th July. In addition, the final
agreement on the  acquisition of the Mobil European Fuels JV share was completed
in  August.  These  changes  are  reflected  in  reported  volumes  shown on the
following page.

The sale to Tosco Corporation of the Alliance refinery, located in Belle Chasse,
Louisiana, was completed in September.

On  November 15, 2000  BP  announced  that it  intended  to sell three of its US
refineries  and their  associated  facilities in line with the Company's  global
refining  strategy outlined in July, 2000. The three refineries - Salt Lake City
in Utah,  Mandan in North  Dakota  and  Yorktown  in  Virginia - have a combined
capacity  of 177,000  barrels a day.  The  refineries  will  continue to operate
normally during the sales process. It is anticipated that the sales process will
be completed by mid-2001.



<PAGE>
Page 11

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


The following  table  summarises  changes in refinery  throughputs and marketing
sales volumes between 1999 and 2000. In order to present a meaningful comparison
against 1999, the table adjusts the reported amounts in 1999 and 2000 to exclude
the contribution from significant acquisitions and divestments.

<TABLE>
<CAPTION>
                                                           Three months ended               Nine months ended
                                                              September 30                     September 30
                                                               (Unaudited)                      (Unaudited)
                                                        Refinery     Marketing           Refinery     Marketing
                                                     Throughputs         Sales        Throughputs         Sales
                                                     -----------     ---------        -----------     ---------
                                                                (mb/d)                           (mb/d)
<S>                                                        <C>           <C>                <C>           <C>
BP 1999 as reported (A)                                    2,506         3,151              2,524         3,158
Alliance divestment (B)                                     (262)            -               (255)            -
                                                     -----------   -----------        -----------   -----------
BP 1999 adjusted for divestments (C) [C=A-B]               2,244         3,151              2,269         3,158
                                                     ===========   ===========        ===========   ===========
BP and ARCO 2000 as reported (D)                           3,113         4,010              2,858         3,581
Net acquisitions and divestments (E)

ARCO                                                        (468)         (463)              (292)         (298)
Mobil share of European fuels JV                            (179)         (208)               (61)          (70)
Burmah Castrol                                                 -           (34)                 -           (11)
Alliance                                                    (193)            -               (228)            -
                                                     -----------   -----------        -----------   -----------
                                                            (840)         (705)              (581)         (379)
                                                     -----------   -----------        -----------   -----------
BP 2000 adjusted for acquisitions                          2,273         3,305              2,277         3,202
and divestments (F) [F=D-E]
                                                     ===========   ===========        ===========   ===========
Increase 2000 against 1999 (F-C)                              29           154                  8            44
                                                     ===========   ===========        ===========   ===========
% increase                                                    1%            5%                  -            1%
</TABLE>


<PAGE>
Page 12

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

CHEMICALS
<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
<S>                                                        <C>           <C>           <C>           <C>
Total replacement cost operating profit       - $m           263           143          842           547
Special items                                 - $m             4            50           54           120
Acquisition amortization                      - $m             -             -            -             -
                                                          ---------------------      ---------------------
Pro forma operating result
adjusted for special items                    - $m           267           193          896           667
                                                          ---------------------      ---------------------
Chemicals Indicator Margin*                   - $/te         137           108          130           108
Production volumes                            - kte        5,488         5,479       16,680        16,137
</TABLE>

*  The   Chemicals   Indicator   Margin   (CIM)  is  a   weighted   average   of
   externally-based  product  margins.  It is based on market data  collected by
   Chem Systems in their quarterly market analyses,  then weighted based on BP's
   product portfolio.  While it does not cover our entire portfolio, it includes
   a broader range of products than our previous  indicator.  Among the products
   and  businesses  covered  in the CIM are the  olefins  and  derivatives,  the
   aromatics and derivatives,  linear alpha-olefins,  acetic acid, vinyl acetate
   monomer  and  nitriles.   Not  included  are  Fabrics  and  Fibres,   plastic
   fabrications, poly alpha-olefins, anhydrides, Engineering Polymers and Carbon
   Fibres, speciality intermediates, and the remaining parts of the solvents and
   acetyls businesses.

(a)Further operating information is shown on page 20.


Replacement  cost  operating  profits for the three months and nine months ended
September 30, 2000 were $263 million and $842 million including special items of
$4 million and $54 million  respectively.  For the corresponding periods in 1999
the  replacement  cost operating  profits were $143 million  (including  special
items  of $50  million)  and  $547  million  (including  special  items  of $120
million).  The special items for the nine months ended September 30, 2000 mainly
comprise an asset  writedown.  The special  items in 1999 related to  litigation
settlement and integration costs arising from the BP/Amoco merger.

The quarter's pro forma result adjusted for special items was $267 million, down
from $370 million in the second  quarter.  This reflected  margin  pressure from
higher feedstock costs and unscheduled plant shutdowns at Grangemouth, Scotland.
The third quarter and nine months  results were up on a year ago, with generally
better margins, despite the euro being some 15% weaker and lower costs.

Chemicals'  production was 5,488 ktes in the third quarter.  This was similar to
the  previous  quarter and third  quarter  last year.  For the nine months ended
September 30, 2000 production was up 3% compared with 1999.

In  September,  BP signed a  memorandum  of  understanding  for a joint  venture
purified  terephthalic  acid (PTA)  plant in China.  The unit is  expected to be
built at the Caojing chemical industry park near Shanghai,  where BP and Sinopec
subsidiary Shanghai Petrochemical (SPC) are planning an olefins complex.


<PAGE>
Page 13

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

OTHER BUSINESSES AND CORPORATE
<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
<S>                                                        <C>           <C>          <C>           <C>
Replacement cost operating loss                 - $m        (216)         (176)        (742)         (486)
Special items                                   - $m          86            81          252           158
Acquisition amortization                        - $m           -             -            -             -
                                                          ---------------------      ---------------------
Pro forma operating result
adjusted for special items                      - $m        (130)          (95)        (490)         (328)
                                                          ---------------------      ---------------------
</TABLE>

Other Businesses and Corporate comprises Finance, BP Solar, the Group's coal and
aluminium  assets,  its  investment  in  PetroChina,  interest  income and costs
relating to corporate activities worldwide.  Replacement cost operating loss for
the three months ended  September 30, 2000 was $216 million  (including  special
items of $86 million) and $742 million for the nine months ended  September  30,
2000 (including special items of $252 million).  There were special items of $81
million and $158 million for the three  months and nine months  ended  September
30, 1999 in respect of BP/Amoco merger integration costs.

The special items in 2000 primarily comprised $132 million of costs arising from
ARCO  integration   activities  and  $118  million  related  to  rationalization
activities post the BP/Amoco merger.

BP  Solar  production  and  shipments  in the  quarter  and nine  months  showed
continuing  growth,  with the  third  quarter  up 30% on a year ago and the nine
months up by 27%. Capacity is being expanded to meet further  anticipated growth
in sales.


EXCEPTIONAL ITEMS
<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
<S>                                                        <C>           <C>          <C>           <C>
Profit (loss) on sale of fixed assets and
businesses and termination of operations    - $m             138          (317)         142           (58)
Restructuring costs                         - $m               -          (184)           -        (1,687)
Taxation credit (charge)                    - $m            (278)          (37)        (386)          184
                                                          ---------------------      ---------------------
Exceptional items after taxation            - $m            (140)         (538)        (244)       (1,561)
                                                          ---------------------      ---------------------
</TABLE>

(a)  For  further  information  on  exceptional  items  see  Note 7 of  Notes to
     Consolidated Financial Statements.

Exceptional  items  before  taxation  for the third  quarter  of 2000  primarily
represent the profit on sale of the Alliance Refinery. In addition,  exceptional
items  before  taxation  for the nine months  include the profit on sale of BP's
interest in Altura  Energy,  the losses on sale of certain  Venezuelan  upstream
interests and the subvention of Singapore Aromatics Company bank loans.

OUTLOOK

Overall,  the outlook for the rest of the year continues to be broadly positive.
Crude prices reflect  robust demand,  though are likely to be volatile on market
sentiment.  Low stocks are likely to continue to support the market. Natural gas
prices remain strong and are likely to be  underpinned by seasonal  demand.  Low
product  stocks are likely to  continue  to underpin  refining  margins,  though
marketing  margins may remain under  pressure.  Underlying  demand for chemicals
remains  unchanged  but  margins  are  likely  to  come  under  pressure  due to
increasing supply, with continuing high oil prices and euro weakness.

Implementation of our strategy  continues.  Disciplined  investment will lead to
top-line growth. Cost reductions and portfolio  improvements continue to improve
underlying returns.


<PAGE>
Page 14

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


FORWARD-LOOKING STATEMENTS

In order to utilize the 'Safe Habor'  provisions  of the United  States  Private
Securities  Litigation  Reform  Act  of  1995,  BP is  providing  the  following
cautionary  statement:  The foregoing  discussion,  in particular the statements
under  `Outlook',  focuses on certain  trends and  general  market and  economic
conditions  and  outlook on  production  levels or rates,  prices,  margins  and
currency  exchange  rates and,  as such,  are  forward-looking  statements  that
involve risk and uncertainty that could cause actual results and developments to
differ  materially from those expressed or implied by this discussion.  By their
nature,  trends and outlook on production,  price,  margin and currency exchange
rates are  difficult to forecast with any  precision,  and there are a number of
factors that could cause actual results and  developments  to differ  materially
from those expressed or implied by these  forward-looking  statements  including
future levels of industry product supply, demand and pricing;  currency exchange
rates;  political  stability and economic growth in relevant areas of the world;
development and use of new technology and successful partnering;  the actions of
competitors,  natural  disasters  and  other  changes  to  business  conditions.
Additional  information,  including  information  on factors which may affect BP
Amoco's business, is contained in BP Amoco's Annual Report and Accounts for 1999
and in the Annual Report on Form 20-F for 1999 filed with the US Securities  and
Exchange Commission.

2000 DIVIDENDS

On November 7, 2000, BP Amoco p.l.c.  announced a third  quarterly  dividend for
2000 of 5.25 cents per Ordinary  Share of 22,596.9  million  (Ordinary  Shares),
representing  $0.315 per  American  Depositary  Share (ADS)  amounting to $1,185
million in total. The record date for qualifying US resident holders of American
Depositary  Shares as well as holders of Ordinary  Shares was November 17, 2000,
with payment to be made on December 11, 2000.

The dividend  payable on December 11, 2000 entitles  qualifying ADS shareholders
to a refund of the 1/9th UK tax credit  (approximately  $0.033) attaching to the
dividend less a UK withholding tax limited to the amount of the tax credit.  The
effect of these  arrangements  for ADS holders is  currently  a cash  payment of
$0.300,  a gross  dividend for tax purposes of $0.333 and a potential tax credit
of $0.033 per ADS.

There is a Dividend  Reinvestment  Plan whereby  holders of Ordinary  Shares can
elect to reinvest the net cash dividend in shares  purchased on the London Stock
Exchange.  This  plan is not  available  to any  person  resident  in the USA or
Canada,  or in any  jurisdiction  outside  the UK where  such an offer  requires
compliance by the Company with any governmental or regulatory  procedures or any
similar formalities.

A dividend  reinvestment  facility is,  however,  available  for holders of ADRs
through the Direct Access Plan of Morgan Guaranty Trust Company of New York.

Participants  in the Dividend  Reinvestment  Plan or the  dividend  reinvestment
facility  included in the US Direct Access Plan will receive the dividend in the
form of shares on December 11, 2000.



<PAGE>
Page 15

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

<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
                                                               ($ million, except per share amounts)
<S>                                                        <C>           <C>           <C>           <C>
Turnover - Note 2                                         44,862        26,665      116,980        67,588
Less: joint ventures                                       2,231         4,707       13,480        11,972
                                                         -------       -------      -------       -------
Group turnover                                            42,631        21,958      103,500        55,616

Replacement cost of sales                                 35,250        17,787       84,472        45,141
Production taxes - Note 3                                    511           292        1,497           649
                                                         -------       -------      -------       -------
Gross profit                                               6,870         3,879       17,531         9,826
Distribution and administration expenses                   2,466         1,353        5,660         4,458
Exploration expense - Note 4                                 143           141          442           437
                                                         -------       -------      -------       -------
                                                           4,261         2,385       11,429         4,931
Other income                                                  95           104          533           373
                                                         -------       -------      -------       -------
Group replacement cost operating profit                    4,356         2,489       11,962         5,304
Share of profits of joint ventures                           261           203          716           474
Share of profits of associated undertakings                  193           156          532           391
                                                         -------       -------      -------       -------
Total replacement cost operating profit - Notes 5 and 6    4,810         2,848       13,210         6,169

Profit (loss) on sale of fixed assets and                    138          (317)         142           (58)
businesses - Note 7
Restructuring costs - Note 7                                   -          (184)           -        (1,687)
                                                         -------       -------      -------       -------
Replacement cost profit before interest and tax - Note 5   4,948         2,347       13,352         4,424
Inventory holding gains - Note 9                             544           643        1,289         1,222
                                                         -------       -------      -------       -------
Historical cost profit before interest and tax             5,492         2,990       14,641         5,646
Interest expense - Note 10                                   460           355        1,159           987
                                                         -------       -------      -------       -------
Profit before taxation                                     5,032         2,635       13,482         4,659
Taxation - Note 11                                         1,554           738        3,730         1,267
                                                         -------       -------      -------       -------
Profit after taxation                                      3,478         1,897        9,752         3,392
Minority shareholders' interest                               16            49          106            85
                                                         -------       -------      -------       -------
Profit for the period                                      3,462         1,848        9,646         3,307
                                                         =======       =======      =======       =======
Earnings per Ordinary Share - cents (a)
   Basic                                                   15.36          9.53        45.19         17.06
   Diluted                                                 15.26          9.48        44.88         16.97
                                                         -------       -------      -------       -------
Earnings per American depositary share - cents (a)
   Basic                                                   92.16         57.18       271.14        102.36
   Diluted                                                 91.56         56.88       269.28        101.82
                                                         -------       -------      -------       -------

Average number of outstanding Ordinary Shares (millions)  22,597        19,402       21,343        19,376
                                                         =======       =======      =======       =======
</TABLE>

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

(a)  A summary of the material  adjustments to profit for the period which would
     be required  if  generally  accepted  accounting  principles  in the United
     States had been applied instead of those  generally  accepted in the United
     Kingdom is given in Note 16.


<PAGE>
Page 16
                      BP AMOCO p.l.c. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                  September 30, 2000               December 31, 1999
                                                      (Unaudited)
                                                                    ($ million)
<S>                                             <C>          <C>                 <C>         <C>
Fixed assets
  Intangible assets                                           19,045                           3,344
  Tangible assets                                             70,792                          52,631
  Investments                                                 11,722                          10,109
                                                            --------                        --------
                                                             101,559                          66,084
Current assets
  Inventories                                     9,444                            5,124
  Receivables                                    24,754                           16,802
  Business held for disposal                        805                                -
  Investments                                       862                              220
  Cash at bank and in hand                        1,607                            1,331
                                               --------                         --------
                                                 37,472                           23,477
                                               --------                         --------

Current  liabilities - falling due within one year
  Finance debt                                    3,586                            4,900
  Accounts payable and accrued liabilities       31,131                           18,375
                                               --------                         --------
                                                 34,717                           23,275
                                               --------                         --------

Net current assets                                             2,755                             202
                                                            --------                        --------
Total assets less current liabilities                        104,314                          66,286

Noncurrent liabilities
  Finance debt                                   16,102                           9,644
  Accounts payable and accrued liabilities        2,365                           2,245
  Provisions for liabilities and charges         12,174                          10,055
                                               --------                        --------
                                                              30,641                          21,944
                                                            --------                        --------
Net assets                                                    73,673                          44,342
Minority shareholders' interest                                  597                           1,061
                                                            --------                        --------
BP Amoco shareholders' interest (a) - Note 15                 73,076                          43,281
                                                            ========                        ========

Represented by:
Capital shares
  Preference                                                      21                              21
  Ordinary                                                     5,649                           4,871
Paid-in surplus                                                3,732                           3,684
Retained earnings                                             36,349                          34,008
Merger and other reserve                                      27,325                             697
                                                            --------                        --------
                                                              73,076                          43,281
                                                            ========                        ========
</TABLE>

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

(a)  A summary of the material  adjustments to BP Amoco  shareholders'  interest
     which would be required if generally accepted accounting  principles in the
     United States had been applied instead of those  generally  accepted in the
     United Kingdom is given in Note 16.



<PAGE>
Page 17

                      BP AMOCO p.l.c. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENT OF CASHFLOWS

<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
                                                                            ($ million)
<S>                                                        <C>           <C>       <C>           <C>
Net cash inflow from operating activities                  6,476         2,689       14,484         5,847
                                                         -------       -------      -------       -------
Dividends from joint ventures                                118           371          645           813
                                                         -------       -------      -------       -------
Dividends from associated undertakings                       100            25          274           168
                                                         -------       -------      -------       -------
Servicing of finance and returns on investments
Interest received                                            195            33          344           115
Interest paid                                               (315)         (209)        (883)         (806)
Dividends received                                             9             8           12            28
Dividends paid to minority shareholders                      (12)          (49)         (20)         (145)
                                                         -------       -------      -------       -------
Net cash outflow from servicing of finance
and returns on investments                                  (123)         (217)        (547)         (808)
                                                         -------       -------      -------       -------
Taxation
UK corporation tax                                          (177)          (48)        (441)         (179)
Overseas tax                                              (2,532)         (400)      (3,758)         (462)
                                                         -------       -------      -------       -------
Tax paid                                                  (2,709)         (448)      (4,199)         (641)
                                                         -------       -------      -------       -------

Capital expenditure
Payments for fixed assets                                 (2,226)       (1,473)      (6,412)       (4,666)
Proceeds from the sale of fixed assets                     1,524           419        2,112           858
                                                         -------       -------      -------       -------
Net cash outflow for capital expenditure                    (702)       (1,054)      (4,300)       (3,808)
                                                         -------       -------      -------       -------

Acquisitions and disposals
Investments in associated undertakings                      (456)           (2)        (897)         (141)
Acquisitions                                              (5,328)           (4)      (6,197)          (49)
Net investment in joint ventures                             (95)         (226)        (218)         (495)
Proceeds from the sale of businesses                       1,106           196        7,931           288
                                                         -------       -------      -------       -------
Net cash inflow (outflow) for acquisitions and disposals  (4,773)          (36)         619          (397)
                                                         -------       -------      -------       -------
Equity dividends paid                                     (1,128)         (967)      (3,232)       (3,164)
                                                         -------       -------      -------       -------
Net cash inflow (outflow)                                 (2,741)          363        3,744        (1,990)
                                                         =======       =======      =======       =======

Financing                                                    920           227        4,462        (2,040)
Management of liquid resources                            (1,837)           55          102          (106)
Increase (decrease) in cash                               (1,824)           81         (820)          156
                                                         -------       -------      -------       -------
                                                          (2,741)          363        3,744        (1,990)
                                                         =======       =======      =======       =======
</TABLE>

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

(a)  This cash flow  statement has been  prepared in accordance  with UK GAAP. A
     cash flow  statement  prepared  on the basis of US GAAP is included in Note
     16.



<PAGE>
Page 18
                      BP AMOCO p.l.c. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CASHFLOWS - continued

<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
                                                                            ($ million)
<S>                                                        <C>           <C>          <C>           <C>
Reconciliation of historical cost profit before interest
and tax to net cash inflow from operating activities

Historical cost profit before interest and tax             5,492         2,990       14,641         5,646
Depreciation and amounts provided                          1,978         1,197        5,004         3,593
Exploration expenditure written off                           51           135          191           270
Share of profits of joint ventures and
associated undertakings +                                   (515)         (568)      (1,503)       (1,307)
Interest and other income                                   (121)          (53)        (281)         (166)
(Profit) loss on sale of fixed assets and businesses        (136)          308         (118)          102
Charge for provisions                                        382           144          819           623
Utilization of provisions                                   (360)          (61)        (693)         (271)
(Increase) decrease in stocks                               (398)         (586)      (1,264)       (1,190)
(Increase) decrease in debtors                               (49)         (350)      (3,635)       (2,138)
(Decrease) increase in creditors                             152          (467)       1,323           685
                                                         -------       -------      -------       -------
Net cash inflow from operating activities                  6,476         2,689       14,484         5,847
                                                         =======       =======      =======       =======

Financing
Long-term borrowing                                         (244)         (303)      (1,784)       (1,969)
Repayments of long-term borrowing                            589           603        1,169         1,954
Short-term borrowing                                        (803)         (164)      (1,485)       (2,819)
Repayments of short-term borrowing                           926           143        5,125         1,012
                                                         -------       -------      -------       -------
                                                             468           279        3,025        (1,822)
Issue of ordinary share capital                             (102)          (52)        (241)         (218)
Repurchase of share capital                                  554             -        1,383             -
Stamp duty reserve tax                                         -             -          295             -
                                                         -------       -------      -------       -------
Net cash outflow (inflow) from financing                     920           227        4,462        (2,040)
                                                         =======       =======      =======       =======

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

+  Includes the following amounts of depreciation
   for the BP/Mobil European JV                              24            77          172           227
                                                        =======       =======      =======       =======
</TABLE>

(a)  This cash flow  statement has been  prepared in accordance  with UK GAAP. A
     cash flow  statement  prepared  on the basis of US GAAP is included in Note
     16.



<PAGE>
Page 19

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

<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
                                                                            ($ million)
<S>                                                        <C>           <C>          <C>           <C>
By business

Exploration and Production
   UK                                                        159           135          599           582
   Rest of Europe                                             50            44          110            57
   USA                                                     1,082           318        2,282         1,080
   Rest of World                                             562           277        1,267         1,087
                                                         -------       -------      -------       -------
                                                           1,853           774        4,258         2,806
                                                         -------       -------      -------       -------
Gas and Power
   UK*                                                        78             -          108             -
   Rest of Europe                                              1             -            3             -
   USA*                                                       35             -           63             3
   Rest of World                                               -             1            4             2
                                                         -------       -------      -------       -------
                                                             114             1          178             5
                                                         -------       -------      -------       -------
Refining and Marketing
   UK ~ #                                                  4,098            47        5,016           122
   Rest of Europe #                                        1,275           134        1,384           310
   USA                                                        32           151          445           435
   Rest of World                                              99            67          279           177
                                                         -------       -------      -------       -------
                                                           5,504           399        7,124         1,044
                                                         -------       -------      -------       -------
Chemicals
   UK                                                        122           133          410           296
   Rest of Europe                                             28            51           95           183
   USA                                                        92            65          183           212
   Rest of World                                              60            70          385           147
                                                         -------       -------      -------       -------
                                                             302           319        1,073           838
                                                         -------       -------      -------       -------
Other businesses and corporate +                           1,814           118        2,514           226
                                                         -------       -------      -------       -------
                                                           9,587         1,611       15,147         4,919
                                                         =======       =======      =======       =======
By geographical area
   UK                                                      4,547           355        6,872         1,075
   Rest of Europe                                          1,354           234        1,598           557
   USA                                                     2,965           606        4,735         1,872
   Rest of World                                             721           416        1,942         1,415
                                                         -------       -------      -------       -------
                                                           9,587         1,611       15,147         4,919
                                                         =======       =======      =======       =======
Includes the following amounts for the
BP/Mobil European joint venture                               29           175          170           409
                                                         =======       =======      =======       =======
</TABLE>


*    The  three  months  and nine  months  ended  September  30,  2000  include
     $63 million for the first instalment on two LNG ships.
~    The three months ended September 30, 2000 includes  $3,817 million  and the
     nine  months  ended  September 30, 2000  includes  $4,686 million  for  the
     purchase of Burmah Castrol's issued share capital.
#    The  three  months  and nine  months  ended  September  30,  2000  include
     $1,450 million for the acquisition of the Mobil share of the European Joint
     Venture.
+    The  three  months  and nine  months  ended  September  30,  2000  include
     $1,688 million for the acquisition of the minority interest in Vastar.



<PAGE>
Page 20

                      BP AMOCO p.l.c. AND SUBSIDIARIES
                           OPERATING INFORMATION
<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000*         1999
                                                          ---------------------      ---------------------
                                                                            ($ million)
<S>                                                        <C>           <C>          <C>           <C>
Crude oil and natural gas liquids production
(thousand barrels per day), (net of royalties)
   UK                                                        521           564          540           572
   Rest of Europe                                             86           100           89           101
   USA                                                       691           791          730           800
   Rest of World                                             604           592          568           592
                                                         -------       -------      -------       -------
Total crude oil and liquids production                     1,902         2,047        1,927         2,065
                                                         =======       =======      =======       =======
Natural gas production (million cubic feet per day)
   UK                                                      1,340         1,040        1,571         1,219
   Rest of Europe                                            104           112          129           166
   USA                                                     3,362         2,359        2,950         2,391
   Rest of World                                           2,991         2,406        2,619         2,201
                                                         -------       -------      -------       -------
Total natural gas production                               7,797         5,917        7,269         5,977
                                                         =======       =======      =======       =======
Gas sales volumes (million cubic feet per day)
   UK                                                      2,289         1,326        2,360         1,627
   Rest of Europe                                            151           117          162           169
   USA                                                     6,845         4,252        5,960         3,848
   Rest of World                                           5,575         3,353        4,916         3,010
                                                         -------       -------      -------       -------
Total gas sales volumes                                   14,860         9,048       13,398         8,654
                                                         =======       =======      =======       =======
Refinery throughputs (thousand barrels per day)
   UK                                                        359           245          302           268
   Rest of Europe                                            627           532          560           538
   USA                                                     1,765         1,376        1,637         1,345
   Rest of World                                             362           353          359           373
                                                         -------       -------      -------       -------
Total refinery throughput                                  3,113         2,506        2,858         2,524
                                                         =======       =======      =======       =======
Oil sales volumes (thousand barrels per day)
Refined products
   UK**                                                      276           236          242           235
   Rest of Europe**                                          981           787          843           786
   USA                                                     2,106         1,552        1,868         1,536
   Rest of World                                             647           576          627           601
                                                         -------       -------      -------       -------
   Total marketing sales                                   4,010         3,151        3,580         3,158
   Trading/supply sales                                    1,843         1,549        1,845         1,751
                                                         -------       -------      -------       -------
   Total refined product sales                             5,853         4,700        5,425         4,909
Crude oil                                                  5,725         5,883        6,164         4,668
                                                         -------       -------      -------       -------
Total oil sales                                           11,578        10,583       11,589         9,577
                                                         =======       =======      =======       =======
Chemicals production+ (thousand tonnes)
   UK                                                        779           914        2,304         2,830
   Rest of Europe                                          1,680         1,475        5,012         4,391
   USA                                                     2,438         2,487        7,619         7,274
   Rest of World                                             591           603        1,745         1,642
                                                         -------       -------      -------       -------
Total production                                           5,488         5,479       16,680        16,137
                                                         =======       =======      =======       =======
</TABLE>


*  The daily average  operating  information for the nine months ended September
   30, 2000 includes ARCO with effect from April 14.
** Includes the total European fuels business with effect from August 1, 2000.
+  Includes  BP  share  of  associated   undertakings  and  other  interests  in
   production.



<PAGE>
Page 21

                      BP AMOCO p.l.c. AND SUBSIDIARIES
                          ENVIRONMENTAL INDICATORS

<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
<S>                                                        <C>           <C>          <C>           <C>
Average oil realizations - $/bbl
   UK                                                      28.46         19.86        27.01         15.17
   USA                                                     27.44         18.18        25.22         14.02
   Rest of World                                           27.54         19.32        26.15         14.80
   BP average                                              27.84         19.17        26.13         14.68

Average natural gas realizations - $/mcf
   UK                                                       2.33          1.96         2.18          2.19
   USA                                                      3.87          2.37         3.17          1.97
   Rest of World                                            2.29          1.59         2.11          1.54
   BP average                                               3.01          1.99         2.57          1.87

Henry Hub gas price ($/mcf) **                              4.27          2.60         3.42          2.17

Global Indicator Refining Margins *- $/bbl
   NWE                                                      3.44          1.84         3.26          1.29
   USGG                                                     3.62          2.24         3.92          1.56
   USWC                                                    12.54           n/a         8.31           n/a
   Singapore                                                3.19          1.24         2.08          0.74
   BP average                                               4.83          1.99         3.99          1.42

Chemicals Indicator Margin+ - $/te                           137           108          130           108
</TABLE>

*  The Global  Indicator  Refining Margin (GIM) is the average of seven regional
   indicator  margins weighted for BP's crude refining  capacity in each region.
   Each regional indicator margin is based on a single representative crude with
   product yields characteristic of the typical level of upgrading complexity.

** Henry Hub first of month index.

+  The   Chemicals   Indicator   Margin   (CIM)  is  a   weighted   average   of
   externally-based  product  margins.  It is based on market data  collected by
   Chem Systems in their quarterly market analyses,  then weighted based on BP's
   product portfolio.  While it does not cover our entire portfolio, it includes
   a broader range of products than our previous  indicator.  Among the products
   and  businesses  covered  in the CIM are the  olefins  and  derivatives,  the
   aromatics and derivatives,  linear alpha-olefins,  acetic acid, vinyl acetate
   monomer  and  nitriles.   Not  included  are  Fabrics  and  Fibres,   plastic
   fabrications, poly alpha-olefins, anhydrides, Engineering Polymers and Carbon
   Fibres, speciality intermediates, and the remaining parts of the solvents and
   acetyls businesses.


The rates used in preparing these Financial Statements are shown below:
<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
<S>                                                        <C>           <C>          <C>           <C>
US dollar/Sterling exchange rates
Average rates for the period                                1.48          1.60         1.54          1.61
Period-end rates                                            1.46          1.65         1.46          1.65
                                                         =======       =======      =======       =======
</TABLE>



<PAGE>
Page 22

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

<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
                                                                            ($ million)
<S>                                                        <C>           <C>          <C>           <C>
Special Items

   Exploration and Production
   UK                                                         42            18          112            61
   Rest of Europe                                              -             1            -             9
   USA                                                       135           120          287           177
   Rest of World                                              15             3           76             9
                                                         -------       -------      -------       -------
                                                             192           142          475           256
                                                         -------       -------      -------       -------
   Gas and Power
   UK                                                          -             -            -             -
   Rest of Europe                                              -             -            -             -
   USA                                                         -             -            -             -
   Rest of World                                               -             -            -             -
                                                         -------       -------      -------       -------
                                                               -             -            -             -
                                                         -------       -------      -------       -------
   Refining and Marketing
   UK                                                         14             1           14            17
   Rest of Europe                                             22             -           51             -
   USA                                                        58            15          170            48
   Rest of World                                              16             5           16             6
                                                         -------       -------      -------       -------
                                                             110            21          251            71
                                                         -------       -------      -------       -------
   Chemicals
   UK                                                          2            16            5            42
   Rest of Europe                                              1             6            2            41
   USA                                                         1            24           47            32
   Rest of World                                               -             4            -             5
                                                         -------       -------      -------       -------
                                                               4            50           54           120
                                                         -------       -------      -------       -------
   Other businesses and corporate
   UK                                                         37            47           56            77
   Rest of Europe                                              -             -            -             2
   USA                                                        49            34          196            78
   Rest of World                                               -             -            -             1
                                                         -------       -------      -------       -------
                                                              86            81          252           158
                                                         =======       =======      =======       =======
   Total                                                     392           294        1,032           605
                                                         =======       =======      =======       =======

Acquisition Amortization

   Exploration and Production
   UK                                                         16             -           22             -
   USA                                                       277             -          504             -
   Rest of World                                              19             -           39             -
                                                         -------       -------      -------       -------
                                                             312             -          565             -
                                                         -------       -------      -------       -------
   Refining and Marketing
   UK                                                         95             -           95             -
   USA                                                        75             -          139             -
                                                         -------       -------      -------       -------
                                                             170             -          234             -
                                                         =======       =======      =======       =======
   Total                                                     482             -          799             -
                                                         =======       =======      =======       =======

</TABLE>


<PAGE>
Page 23

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


1. The  results  for the interim  periods  are  unaudited  and in the opinion of
   management  include all adjustments  necessary for a fair presentation of the
   results for the periods presented. The interim financial statements and notes
   included in this Report should be read in conjunction  with the  consolidated
   financial  statements  and related notes for the year ended December 31, 1999
   included in BP Amoco's  Annual Report on Form 20-F filed with the  Securities
   and Exchange Commission.

<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
                                                                            ($ million)
<S>                                                        <C>           <C>          <C>           <C>
2. Turnover
   By business
   Exploration and Production                              8,195         5,678       21,977        13,503
   Gas and Power                                           4,237         1,359        9,182         3,728
   Refining and Marketing                                 32,555        16,697       78,453        40,852
   Chemicals                                               2,798         2,297        8,493         6,668
   Other businesses and corporate                            106            39          198           114
                                                         -------       -------      -------       -------
                                                          47,891        26,070      118,303        64,865
   Less: sales between businesses                          5,260         4,112       14,803         9,249
                                                         -------       -------      -------       -------
   Group excluding joint ventures                         42,631        21,958      103,500        55,616
   Sales of joint ventures                                 2,231         4,707       13,480        11,972
                                                         -------       -------      -------       -------
                                                          44,862        26,665      116,980        67,588
                                                         =======       =======      =======       =======

   By geographical area
   UK                                                     11,956         8,139       33,418        19,331
   Rest of Europe                                          5,603         1,561        9,336         4,219
   USA                                                    21,513        10,255       52,061        25,928
   Rest of World                                           8,271         5,235       21,608        12,937
                                                         -------       -------      -------       -------
                                                          47,343        25,190      116,423        62,415
   Less: Sales between areas                               4,712         3,232       12,923         6,799
                                                         -------       -------      -------       -------
   Group excluding joint ventures                         42,631        21,958      103,500        55,616
                                                         =======       =======      =======       =======
   Sales of joint ventures
   UK                                                        540         1,155        3,314         2,738
   Rest of Europe                                          1,951         4,428       12,316        10,945
   USA                                                        24            36          183            87
   Rest of World                                             240            90          489           249
                                                         -------       -------      -------       -------
                                                           2,755         5,709       16,302        14,019
   Less: sales between areas                                 524         1,002        2,822         2,047
                                                         -------       -------      -------       -------
                                                           2,231         4,707       13,480        11,972
                                                         =======       =======      =======       =======
3. Production taxes
   UK petroleum revenue tax                                  171            72          545           154
   Overseas production taxes                                 340           220          952           495
                                                         -------       -------      -------       -------
                                                             511           292        1,497           649
                                                         =======       =======      =======       =======
4. Exploration expense
   Exploration and Production
      UK                                                       -            16           23           36
      Rest of Europe                                          20             -           32           35
      USA                                                     60            65          185          115
      Rest of World                                           63            60          202          251
                                                         -------       -------      -------      -------
                                                             143           141          442          437
                                                         =======       =======      =======      =======
</TABLE>


<PAGE>
Page 24

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

5. Replacement cost profit

   Replacement   cost  profits  reflect  the  current  cost  of  supplies.   The
   replacement  cost profit for the period is arrived at by  excluding  from the
   historical  cost profit  inventory  holding  gains and losses.  These are the
   difference between the amount that is charged to cost of sales on a first-in,
   first-out (FIFO) basis of inventory  valuation and the amount charged to cost
   of sales based on the average  cost of supplies  incurred  during the period.
   The former basis is used in arriving at the  historical  cost result  whereas
   the latter  basis is used in arriving at the  replacement  cost  result.  For
   further  discussion of  replacement  cost  operating  profit see Item 8 of BP
   Amoco's Annual Report on Form 20-F for the year ended December 31, 1999.

<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
                                                                            ($ million)
<S>                                                        <C>           <C>          <C>           <C>
6. Total replacement cost operating profit
   By business
   Exploration and Production
   UK                                                      1,010           673        2,994        1,449
   Rest of Europe                                            221           163          594          312
   USA                                                     1,342           597        3,617        1,214
   Rest of World                                           1,079           750        2,765        1,423
                                                         -------       -------      -------      -------
                                                           3,652         2,183        9,970        4,398
                                                         -------       -------      -------      -------
   Gas and Power
   UK                                                         14             4           13           12
   Rest of Europe                                             28            44           94          125
   USA                                                         5             3           15            9
   Rest of World                                               1             6            4           17
                                                         -------       -------      -------      -------
                                                              48            57          126          163
                                                         -------       -------      -------      -------
   Refining and Marketing
   UK                                                         72           102          253          147
   Rest of Europe                                            233            91          399          249
   USA                                                       615           305        1,895          750
   Rest of World                                             143           143          467          401
                                                         -------       -------      -------      -------
                                                           1,063           641        3,014        1,547
                                                         -------       -------      -------      -------
   Chemicals
   UK                                                        (17)           (1)         (81)          15
   Rest of Europe                                             75             8          271           90
   USA                                                       161           124          525          386
   Rest of World                                              44            12          127           56
                                                         -------       -------      -------      -------
                                                             263           143          842          547
                                                         -------       -------      -------      -------
   Other businesses and corporate                           (216)         (176)        (742)        (486)
                                                         -------       -------      -------      -------
                                                           4,810         2,848       13,210        6,169
                                                         =======       =======      =======      =======
   By geographical area
   UK                                                      1,021           668        2,981        1,412
   Rest of Europe                                            578           350        1,405          823
   USA                                                     1,957           930        5,463        2,041
   Rest of World                                           1,254           900        3,361        1,893
                                                         -------       -------      -------      -------
                                                           4,810         2,848       13,210        6,169
                                                         =======       =======      =======      =======
   Includes the following amounts for joint
   ventures and associated undertakings                      476           359        1,248          865
                                                         =======       =======      =======      =======
</TABLE>



<PAGE>
Page 25

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

<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
                                                                            ($ million)
<S>                                                        <C>           <C>          <C>           <C>
7. Analysis of exceptional items
   Profit (loss) on sale of fixed assets
   and businesses
   Exploration and Production                                 9           (419)         215          (420)
   Gas and Power                                              -              -            -             -
   Refining and Marketing                                   160             12          184           115
   Chemicals                                                (30)            89         (240)          253
   Other businesses and corporate                            (1)             1          (17)           (6)
                                                        -------        -------      -------       -------
                                                            138           (317)         142           (58)
   Restructuring costs                                        -           (184)           -        (1,687)
                                                        -------        -------      -------       -------
   Total exceptional items before taxation                  138           (501)         142        (1,745)
                                                        -------        -------      -------       -------
   Includes the following amounts for joint
   ventures and associated undertakings                       2            (11)          24            36
                                                        =======        =======      =======       =======
</TABLE>

8. Restructuring and integration costs

   During the year  ended  December  31,  1999 BP Amoco  recognized  exceptional
   charges  before  tax  of  $1,943  million  for   restructuring   costs.   The
   restructuring  costs  arose  from  restructuring  activity  across  the Group
   following  the  merger  of BP  and  Amoco  at  the  end of  1998  and  relate
   predominantly  to the Group's US operations.  The main areas of activity were
   the  elimination  of  duplication  in the former BP and Amoco  operations and
   ongoing restructuring to adapt to the changing business environment, and some
   further  outsourcing.   The  major  elements  of  the  restructuring  charges
   comprised  employee  severance costs ($1,212 million) and provisions to cover
   future rental payments on surplus  leasehold office  accommodation  and other
   property  ($297  million).  Also included in the  restructuring  charges were
   office closure costs, contract termination payments and asset write-offs. The
   cash outflow for these  restructuring  charges  during 1999 was $976 million.
   During  the first  nine  months of 2000 the cash  outflow  for  restructuring
   charges totalled $261 million.

   During  1999,  some 16,000  employees  left the Group  through  severance  or
   outsourcing  arrangements.  Of these,  some 13,000 were based in the USA. The
   reductions arose mainly in Houston,  Texas; Chicago,  Illinois; and Cleveland
   and  Warrensville,  Ohio.  Approximately  4,000 more  employees  had received
   notification  of the  termination of their  employment by the end of 1999 and
   are expected to leave the Group in 2000.  In the nine months ended  September
   30, 2000 some 2,200 employees left the Group.

   During the nine months ended  September 30, 2000 following the combination of
   BP and ARCO,  integration costs of $578 million including  severance costs of
   $347 million and provisions  against  surplus  properties of $88 million were
   recognized. Approximately 2,000 ARCO and Vastar employees, mainly in the USA,
   have been  notified of the  termination  of their  employment.  By the end of
   September  approximately 1,150 employees had left the Group and approximately
   $44 million of severance and ancillary benefits had been paid.

<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
                                                                            ($ million)
<S>                                                        <C>           <C>          <C>           <C>
9. Inventory holding gains (losses)
   Exploration and Production                                  3            (3)           5           (13)
   Gas and Power                                               -             -           22             -
   Refining and Marketing                                    524           582        1,140         1,158
   Chemicals                                                  17            64          122            77
                                                         -------       -------      -------       -------
                                                             544           643        1,289         1,222
                                                         =======       =======      =======       =======
   Includes the following amounts for joint
   ventures and associated undertakings                       37           220          231           406
                                                         =======       =======      =======       =======
</TABLE>


<PAGE>
Page 26

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

<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
                                                                            ($ million)
<S>                                                        <C>           <C>          <C>           <C>
10.Interest expense
   Group interest payable                                    384           285          950           784
   Capitalized                                               (32)           (7)         (77)          (33)
                                                         -------       -------      -------       -------
                                                             352           278          873           751
   Joint ventures                                             24            13           59            44
   Associated undertakings                                    36            31           98            96
   Unwinding of discount on provisions                        48            33          129            96
                                                         -------       -------      -------       -------
                                                             460           355        1,159           987
                                                         =======       =======      =======       =======
11.Charge for taxation
   United Kingdom                                            269           165          873           353
   Overseas                                                1,285           573        2,857           914
                                                         -------       -------      -------       -------
                                                           1,554           738        3,730         1,267
                                                         =======       =======      =======       =======
   Includes the following amounts for joint
   ventures and associated undertakings                       50            25          128            75
                                                         =======       =======      =======       =======

12.Return on Average Capital Employed
   Replacement cost basis
   RC profit before exceptional items                      3,058         1,743        8,601         3,646
   Interest                                                  460           355        1,159           987
   Minority shareholders' interest                            16            49          106            85
                                                         -------       -------      -------       -------
                                                           3,534         2,147        9,866         4,718
   Average Capital Employed                               96,278*       59,336          o          58,759
                                                         -------       -------      -------       -------
   ROACE                                                   14.7%         14.5%          o           16.1%
                                                         -------       -------      -------       -------

   Pro forma and special items adjustments
   Acquisition amortization                                  482             -          799             -
   Special items (post tax)                                  289           212          761           437
   Average Capital Employed acquisition adjustment        21,426+            -          o               -
                                                         -------       -------      -------       -------
   ROACE - Pro forma basis adjusted for special items        23%         15.9%          o           17.6%
                                                         -------       -------      -------       -------

   Historical cost basis
   Historical cost profit after exceptional items          3,462         1,848        9,646         3,307
   Interest                                                  460           355        1,159           987
   Minority shareholders' interest                            16            49          106            85
                                                         -------       -------      -------       -------
                                                           3,938         2,252       10,911         4,379
                                                         -------       -------      -------       -------
   ROACE                                                   16.4%         15.2%          o           14.9%
</TABLE>


   *  Based on an opening  capital  employed of $99,194  million  (BP,  ARCO and
      Burmah Castrol) and closing capital employed of $93,361 million.
   +  Based on the average pro forma  adjustment  for  intangible  and  tangible
      fixed assets (average of $21,714 million and $21,137 million).
   o  As the acquisition of ARCO was completed in April and of Burmah Castrol in
      July,  it is not  meaningful  to show  ROACE  for the  nine  months  ended
      September 30, 2000.


<PAGE>
Page 27

                      BP AMOCO p.l.c. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
                                                                            ($ million)
<S>                                                        <C>           <C>          <C>           <C>
13.Analysis of changes in net debt
   Opening balance
   Finance debt                                           19,187        15,850       14,544        13,755
   Less: Cash                                              3,313           467        1,331           405
         Current asset investments                         2,616           304          220           470
                                                         -------       -------      -------       -------
   Opening net debt                                       13,258        15,079       12,993        12,880
                                                         -------       -------      -------       -------
   Closing balance
   Finance debt                                           19,688        15,671       19,688        15,671
   Less: Cash                                              1,607           536        1,607           536
         Current asset investments                           862           347          862           347
                                                         -------       -------      -------       -------
   Closing net debt                                       17,219        14,788       17,219        14,788
                                                         -------       -------      -------       -------
   Decrease (increase) in net debt                        (3,961)          291       (4,226)       (1,908)
                                                         =======       =======      =======       =======

   Movement in cash/bank overdrafts                       (1,784)           81         (780)          156
   Increase (decrease) in current asset investments       (1,833)           55          106          (106)
   Net cash outflow (inflow) from financing
   (excluding share capital)                                 468           279        3,025        (1,822)
   Other movements                                           (59)         (108)          25          (115)
   ARCO net debt acquired                                      -             -       (5,863)            -
   Burmah Castrol net debt acquired                         (716)            -         (716)            -
                                                         -------       -------      -------       -------
   Movements in net debt before exchange effects          (3,924)          307       (4,203)       (1,887)
   Exchange adjustments                                      (37)          (16)         (23)          (21)
                                                         -------       -------      -------       -------
   (Increase) decrease in net debt                        (3,961)          291       (4,226)       (1,908)
                                                         =======       =======      =======       =======

14.Net Debt Ratio - Net Debt: Net Debt + Equity
   Gross debt                                             19,688        15,671       19,688        15,671
   Cash and current asset investments                      2,469           883        2,469           883
                                                         -------       -------      -------       -------
   Net debt                                               17,219        14,788       17,219        14,788
   Equity                                                 73,673        44,519       73,673        44,519
                                                         -------       -------      -------       -------
   Net debt ratio                                            19%           25%          19%           25%
   Acquisition adjustment                                 21,137             -       21,137             -
                                                         -------       -------      -------       -------
   Net debt ratio - pro forma basis                          25%           25%          25%           25%
                                                         =======       =======      =======       =======
</TABLE>


<TABLE>
<CAPTION>
15.Movement in BP Amoco shareholders' interest                        $ million
                                                                     (Unaudited)
<S>                                                                      <C>
   Balance at December 31, 1999                                         43,281

   Profit for the period                                                 9,646
   Distribution to shareholders                                         (3,447)
   Currency translation differences                                     (2,379)
   Employee share schemes                                                  247
   Share buy-back                                                       (1,404)
   ARCO acquisition                                                     27,427
   Share premium                                                          (295)
                                                                       -------
   Balance at September 30, 2000                                        73,076
                                                                       =======
</TABLE>



<PAGE>
Page 28

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

16.US generally accepted accounting principles

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

<TABLE>
<CAPTION>
                                                            Three months ended       Nine months ended
   Profit for the period                                        September 30           September 30
                                                                (Unaudited)             (Unaudited)
                                                            2000          1999      2000          1999
                                                          ---------------------   ---------------------
                                                                            ($ million)
<S>                                                        <C>           <C>       <C>           <C>
   Profit as reported in the  consolidated
   statement of income                                     3,462         1,848     9,646         3,307

   Adjustments:
   Depreciation charge                                      (138)            9      (258)            2
   Decommissioning and environmental expense                 (48)          (43)     (214)         (126)
   Onerous property leases                                    (9)            -       (21)          156
   Interest expense                                           48            33       129            96
   Deferred taxation                                          48          (407)     (665)         (393)
   Other                                                      14             5        45            14
                                                         -------       -------   -------       -------

                                                             (85)         (403)     (984)         (251)
                                                         -------       -------   -------       -------
   Profit  for the period as  adjusted
   to accord with US GAAP                                  3,377         1,445     8,662         3,024
                                                         =======       =======   =======       =======

   Profit for the period as adjusted:
   Per Ordinary Share - cents
      Basic                                                14.97          7.45     40.58         15.61
      Diluted                                              14.86          7.40     40.30         15.52
                                                         =======       =======   =======       =======
   Per American  Depositary  Share - cents (a)
      Basic                                                89.82         44.70    243.48         93.66
      Diluted                                              89.16         44.40    241.80         93.12
                                                         =======       =======   =======       =======
</TABLE>

<TABLE>
<CAPTION>
   BP Amoco shareholders' interest                        September 30, 2000       December 31,1999 (b)
                                                               (Unaudited)
                                                                          ($ million)
<S>                                                           <C>                        <C>
   BP Amoco shareholders' interest as
   reported in the consolidated balance sheet                  73,076                     43,281

   Adjustments:
     Fixed assets                                               7,111                      1,237
     Ordinary shares held for future awards to employees         (347)                      (456)
     Sale and leaseback of Chicago office building               (413)                      (413)
     Decommissioning and environmental provisions                (459)                      (499)
     Onerous property leases                                      124                        139
     Deferred taxation                                        (14,024)                    (6,082)
     Quarterly dividend                                         1,185                        972
     Pension liability adjustment                                (144)                      (144)
     Other                                                       (139)                      (197)
                                                              --------                  --------
                                                               (7,106)                    (5,443)
                                                              --------                  --------
   BP Amoco shareholders' interest as adjusted                 65,970                     37,838
   to accord with US GAAP
                                                              ========                  ========
</TABLE>

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

(a)One American  Depositary share is equivalent to six Ordinary  Shares.

(b)As  reported  in Note 44 of  Notes to  Financial  Statements  included  in BP
   Amoco's Annual Report on Form 20-F for the year ended December 31, 1999.

<PAGE>
Page 29

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


16.US generally accepted accounting principles - continued

   The consolidated statement of cash flows presented in accordance with SFAS 95
   is as follows:
<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
                                                                            ($ million)
<S>                                                        <C>           <C>          <C>           <C>
   Operating activities
   Profit after taxation                                   3,478         1,897        9,752         3,392
   Adjustments to reconcile profits after
   tax to net cash provided by operating activities
   Depreciation and amounts provided                       1,978         1,197        5,004         3,593
   Exploration expense                                        51           135          191           270
   Share of (profit) loss of joint ventures
   and associates less dividends received                   (187)         (103)        (295)         (111)
   (Profit) loss on sale of businesses and fixed assets     (136)          308         (118)          102
   Working capital movement (see analysis below)          (1,397)       (1,305)      (2,726)       (2,823)
   Other                                                   1,112           439          438           866
                                                         -------       -------      -------       -------
   Net cash provided by operating activities               4,899         2,568       12,246         5,289
                                                         -------       -------      -------       -------

   Investing activities
   Capital expenditures                                   (2,252)       (1,566)      (6,469)       (4,432)
   Acquisitions, net of cash acquired                     (5,095)           (4)      (5,964)          (49)
   Investment in associated undertakings                    (456)           (2)        (897)         (141)
   Net investment in joint ventures                          (95)         (226)        (218)         (495)
   Proceeds from disposal of assets                        2,630           615       10,043         1,146
                                                         -------       -------      -------       -------
   Net cash used in investing activities                  (5,268)       (1,183)      (3,505)       (3,971)
                                                         -------       -------      -------       -------

   Financing activities
   Net proceeds from shares issued (repurchased)            (452)           52       (1,437)          218
   Proceeds from long-term financing                         244           303        1,784         1,969
   Repayments of long-term financing                        (589)         (603)      (1,169)       (1,954)
   Net (decrease) increase in short-term debt               (123)           21       (3,640)        1,807
   Dividends paid  - BP Amoco                             (1,128)         (967)      (3,232)       (3,164)
                   -  Minority shareholders                  (12)          (49)         (20)         (145)
                                                         -------       -------      -------       -------
   Net cash used in financing activities                  (2,060)       (1,243)      (7,714)       (1,269)
                                                         -------       -------      -------       -------
   Currency translation differences relating to
   cash and cash equivalents                                 (51)          (27)         (13)          (42)
                                                         -------       -------      -------       -------
   Increase (decrease) in cash and cash equivalents       (2,480)          115        1,014             7
                                                         -------       -------      -------       -------
   Cash and cash equivalents at beginning of period        4,949           686        1,455           794
                                                         -------       -------      -------       -------
   Cash and cash equivalents at end of period              2,469           801        2,469           801
                                                         -------       -------      -------       -------
   Analysis of working capital movement
   Increase in inventories                                  (398)         (586)      (1,264)       (1,190)
   Increase in receivables                                   (70)         (549)      (3,511)       (2,069)
   Increase in current liabilities (excluding finance debt) (929)         (170)       2,049           436
                                                         -------       -------      -------       -------
   Total working capital                                  (1,397)       (1,305)      (2,726)       (2,823)
                                                         =======       =======      =======       =======
</TABLE>


<PAGE>
Page 30

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


16.US generally accepted accounting principles - continued

   Earnings per share

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

<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
                                                                         (shares million)
<S>                                                        <C>           <C>          <C>           <C>
   Weighted average number of ordinary shares             22,560        19,402       21,344        19,376
   Ordinary shares issuable under employee share schemes     168           135          148           109
                                                         -------       -------      -------       -------
                                                          22,728        19,537       21,492        19,485
                                                         =======       =======      =======       =======
</TABLE>


   Comprehensive income

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

<TABLE>
<CAPTION>
                                                            Three months ended         Nine months ended
                                                                September 30              September 30
                                                                (Unaudited)                (Unaudited)
                                                            2000          1999         2000          1999
                                                          ---------------------      ---------------------
                                                                           ($ million)
<S>                                                        <C>           <C>          <C>           <C>
   Profit for the period as adjusted to                    3,377         1,445        8,662         3,024
   accord with US GAAP
   Currency translation differences                       (1,163)          841       (2,379)         (175)
   Pension liability                                           -             -            -             -
                                                         -------       -------      -------       -------
   Comprehensive income                                    2,214         2,286        6,283         2,849
                                                         =======       =======      =======       =======
</TABLE>

   Accumulated other comprehensive income at September 30, 2000 and December 31,
   1999 was $(3,897) million and $(1,518) million, respectively.



<PAGE>
Page 31

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

16.US generally accepted accounting principles - continued

   Accounting for associated undertakings and joint ventures

   Under the provisions of UK Financial  Reporting Standard No.9 `Associates and
   Joint Ventures',  the Company includes its share of the results of associated
   undertakings  and  joint  ventures  (JVs)  within  various  captions  in  the
   consolidated  statement of income.  Under US GAAP, the Company's share of the
   after tax profit or loss of associated  undertakings and joint ventures would
   be   recognized  as  a  single   amount.   The   following   summarizes   the
   reclassifications necessary to accord with US GAAP.

<TABLE>
<CAPTION>
                                                                Three months ended September 30, 2000
                                                                           (Unaudited)
                                                              --------------------------------------------
                                                                     As                           US GAAP
                                                               Reported   Reclassification   Presentation
                                                              --------------------------------------------
                                                                             ($ million)
<S>                                                                 <C>              <C>            <C>
   Consolidated statement of income
   Other income                                                      95                405            500
   Share of profits of JVs and associated undertakings              476               (476)             -
   Exceptional items before taxation                                138                 (2)           136
   Inventory holding gains (losses)                                 544                (37)           507
   Interest expense                                                 460                (60)           400
   Taxation                                                       1,554                (50)         1,504
   Profit for the period                                          3,462                  -          3,462
</TABLE>

<TABLE>
<CAPTION>
                                                                  Nine months ended September 30, 2000
                                                                           (Unaudited)
                                                              --------------------------------------------
                                                                     As                           US GAAP
                                                               Reported   Reclassification   Presentation
                                                              --------------------------------------------
                                                                             ($ million)
<S>                                                                 <C>              <C>            <C>
   Consolidated statement of income
   Other income                                                     533              1,218          1,751
   Share of profits of JVs and associated undertakings            1,248             (1,248)             -
   Exceptional items before taxation                                142                (24)          (118)
   Inventory holding gains (losses)                               1,289               (231)         1,058
   Interest expense                                               1,159               (157)         1,002
   Taxation                                                       3,730               (128)         3,602
   Profit for the period                                          9,646                  -          9,646
</TABLE>

<TABLE>
<CAPTION>
                                                                  Three months ended September 30, 2000
                                                                           (Unaudited)
                                                              --------------------------------------------
                                                                     As                           US GAAP
                                                               Reported   Reclassification   Presentation
                                                              --------------------------------------------
                                                                             ($ million)
<S>                                                                 <C>              <C>            <C>
   Consolidated statement of income
   Other income                                                     104                499            603
   Share of profits of JVs and associated undertakings              359               (359)             -
   Exceptional items before taxation                               (501)                11           (490)
   Inventory holding gains (losses)                                 643               (220)           423
   Interest expense                                                 355                (44)           311
   Taxation                                                         738                (25)           713
   Profit for the period                                          1,848                  -          1,848
</TABLE>

<TABLE>
<CAPTION>
                                                                  Nine months ended September 30, 2000
                                                                           (Unaudited)
                                                              --------------------------------------------
                                                                     As                           US GAAP
                                                               Reported   Reclassification   Presentation
                                                              --------------------------------------------
                                                                             ($ million)
<S>                                                                 <C>              <C>            <C>
   Consolidated statement of income
   Other income                                                     373              1,092         1,465
   Share of profits of JVs and associated undertakings              865               (865)            -
   Exceptional items before taxation                             (1,745)               (36)       (1,781)
   Inventory holding gains (losses)                               1,222               (406)          816
   Interest expense                                                 987               (140)          847
   Taxation                                                       1,267                (75)        1,192
   Profit for the period                                          3,307                  -         3,307
</TABLE>


<PAGE>
Page 32

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


16.US generally accepted accounting principles - concluded

   Impact of new accounting standards

   Derivative  instruments and hedging  activities:  In June 1998, the Financial
   Accounting  Standards Board (FASB) issued  Statement of Financial  Accounting
   Standards   No.133   `Accounting  for  Derivative   Instruments  and  Hedging
   Activities'  (SFAS 133).  The effective date of this standard was delayed for
   one year, to accounting  periods  beginning after June 15, 2000, by Statement
   of  Financial  Accounting   Standards  No.137,   `Accounting  for  Derivative
   Instruments  and Hedging  Activities - Deferral of the Effective Date of FASB
   Statement No. 133 - an amendment of FASB  Statement  No.133',  issued in June
   1999.  SFAS 133 was further amended in June 2000 by the issuance of Statement
   of Financial Accounting Standards No. 138, 'Accounting for Certain Derivative
   Instruments and Certain Hedging Activities - an amendment of SFAS 133.'

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

   The Group's accounting policies under UK GAAP do not satisfy the criteria for
   hedge  accounting  under  SFAS 133.  The Group  does not intend to modify its
   practice under UK GAAP.

   All oil price  derivatives and all derivatives held for trading are currently
   carried on the Group's balance sheet at fair value with changes in that value
   recognized in earnings of the period. For those derivative  instruments,  the
   impact  of  adopting  SFAS  133 on the  Group's  results  of  operations  and
   financial position, as adjusted to accord with US GAAP, will not be material.
   Certain  financial  derivatives  used to manage foreign currency and interest
   rate risk that qualify for hedge  accounting  under UK GAAP will be marked to
   market  under  SFAS 133.  For those  derivative  instruments,  the  impact of
   adopting  SFAS  133  on the  Group's  results  of  operations  and  financial
   position, as adjusted to accord with US GAAP, will depend upon the fair value
   of the derivative  instruments held at January 1, 2001, changes in fair value
   in subsequent periods and could result in increased  volatility.  Because the
   Company  does not intend to modify its  accounting  practice  to satisfy  the
   criteria  for  hedge  accounting  under  SFAS 133,  the  Group's  results  of
   operations,  as  adjusted  to accord with US GAAP,  will not  necessarily  be
   representative of the results it would report if US GAAP were used to prepare
   the  consolidated  financial  statements  of the BP Amoco Group and the Group
   sought  to meet the hedge  criteria  of  SFAS 133.  The  Company  has not yet
   completed its evaluation of the impact of adopting SFAS 133.

<PAGE>
Page 33

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


17.Comparative information relating to the Exploration and Production
   and Gas and Power businesses

   Following  the  creation  of the Gas and Power  business,  which is  reported
   separately from January 1, 2000, the  comparative  figures for 1999 have been
   restated. The following information reflects that restatement.

<TABLE>
<CAPTION>
                                                                         (Unaudited)
                                                                 Three months ended
                                                       --------------------------------------  Year ended
                                                        Mar 31,   Jun 30,   Sep 30,   Dec 31,      Dec 31,
                                                          1999      1999      1999      1999         1999
                                                       --------------------------------------   ---------
                                                                         $ million
  <S>                                                     <C>     <C>      <C>        <C>          <C>
   Replacement cost operating profit
   Previously reported Exploration & Production total      818     1,503     2,240     2,633        7,194
                                                       ======================================   =========
   Restated as:
   Exploration and Production
     UK                                                    318       458       673       861        2,310
     Rest of Europe                                         75        74       163       175          487
     USA                                                   192       425       597       922        2,136
     Rest of World                                         165       508       750       627        2,050
                                                       --------------------------------------   ---------
                                                           750     1,465     2,183     2,585        6,983
                                                       ======================================   =========
   Gas and Power
     UK                                                      5         3         4         2           14
     Rest of Europe                                         52        29        44        46          171
     USA                                                     4         2         3        (2)           7
     Rest of World                                           7         4         6         2           19
                                                       --------------------------------------   ---------
                                                            68        38        57        48          211
                                                       ======================================   =========
   Turnover
   By business
     Exploration and Production                          3,470     4,355     5,678     5,630       19,133
     Gas and Power                                       1,216     1,153     1,359     1,595        5,323
     Refining and Marketing                             10,167    13,988    16,697    22,041       62,893
     Chemicals                                           2,123     2,248     2,297     2,724        9,392
     Other businesses and corporate                         30        45        39        84          198
                                                       --------------------------------------   ---------
                                                        17,006    21,789    26,070    32,074       96,939
     Less: sales between businesses                      2,364     2,773     4,112     4,124       13,373
                                                       --------------------------------------   ---------
     Group excluding JVs                                14,642    19,016    21,958    27,950       83,566
     Sales of joint ventures                             3,342     3,923     4,707     5,642       17,614
                                                       --------------------------------------   ---------
                                                        17,984    22,939    26,665    33,592      101,180
                                                       ======================================   =========
</TABLE>



<PAGE>
Page 34

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


17.Comparative information relating to the Exploration and Production
   and Gas and Power businesses - continued

<TABLE>
<CAPTION>
                                                                         (Unaudited)
                                                               Three months ended
                                                       --------------------------------------  Year ended
                                                        Mar 31,   Jun 30,   Sep 30,   Dec 31,      Dec 31,
                                                          1999      1999      1999      1999         1999
                                                       --------------------------------------   ---------
                                                                          $ million
  <S>                                                     <C>     <C>      <C>        <C>          <C>
   Exceptional items
   Previously reported Exploration & Production total       (9)        8      (419)      (91)        (511)
                                                       ======================================   =========
   Restated as:
     Exploration and Production                             (9)        8      (419)     (105)        (525)
     Gas and Power                                           -         -         -        14           14
                                                       ======================================   =========

   Capital expenditure and acquisitions
   Previously reported Exploration & Production total      934     1,102       775     1,401        4,212
                                                       ======================================   =========
   Restated as:
   Exploration and Production
     UK                                                    244       203       135       187          769
     Rest of Europe                                          8         5        44        37           94
     USA                                                   362       400       318       793        1,873
     Rest of World                                         320       490       277       371        1,458
                                                       --------------------------------------   ---------
                                                           934     1,098       774     1,388        4,194
                                                       ======================================   =========
   Gas and Power
     UK                                                      -         -         -         -            -
     Rest of Europe                                          -         -         -         3            3
     USA                                                     -         3         -         5            8
     Rest of World                                           -         1         1         5            7
                                                       --------------------------------------   ---------
                                                             -         4         1        13           18
                                                       ======================================   =========
</TABLE>



<PAGE>
Page 35

                      BP AMOCO p.l.c. AND SUBSIDIARIES
                      SUMMARIZED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                            Three months ended      Nine months ended
                                                                September 30           September 30
                                                                (Unaudited)             (Unaudited)
BP America Inc. (a)(b)(e)(f)(g)(h)(i)(j)(k)                 2000          1999      2000          1999
                                                          ---------------------   ---------------------
                                                                           ($ million)
<S>                                                        <C>           <C>       <C>           <C>
Sales and other operating revenue                         23,539        12,245    60,351        30,530
Gross profit (c)                                           4,350         2,994    11,978         6,696
Profit for the period (d)                                  2,731         1,721     7,316         2,501
                                                         =======       =======   =======       =======
</TABLE>

<TABLE>
<CAPTION>
                                                           September 30, 2000       December 31, 1999
                                                               (Unaudited)              (Unaudited)
                                                                          ($ million)
<S>                                                               <C>                     <C>
Fixed and other assets                                            75,990                   40,110
Current assets                                                    24,550                   15,479
                                                                 -------                  -------
Total assets                                                     100,540                   55,589
                                                                 =======                  =======
Current liabilities                                               18,755                   13,633
Noncurrent liabilities                                            20,207                   14,543
Minority shareholders' interest                                      797                      970
Shareholders' interest                                            60,781                   26,443
                                                                 -------                  -------
Total liabilities and shareholders' interest                     100,540                   55,589
                                                                 =======                  =======
</TABLE>

<TABLE>
<CAPTION>
                                                            Three months ended      Nine months ended
                                                                September 30           September 30
                                                                (Unaudited)             (Unaudited)
The Standard Oil Company (a)(e)(f)(g)(h)                    2000          1999      2000          1999
                                                          ---------------------   ---------------------
                                                                           ($ million)
<S>                                                        <C>           <C>      <C>            <C>
Sales and other operating revenue                          8,765         3,783    23,261         9,538
Gross profit (c)                                           1,092           652     3,303         1,564
Profit for the period (d)                                    615           205     1,930           517
                                                         =======       =======   =======       =======
</TABLE>

<TABLE>
<CAPTION>
                                                           September 30, 2000       December 31, 1999
                                                               (Unaudited)
                                                                          ($ million)
<S>                                                               <C>                     <C>
Fixed and other assets                                            12,391                  12,584
Current assets                                                     7,217                   6,664
                                                                  ------                  ------
Total assets                                                      19,608                  19,248
                                                                  ======                  ======
Current liabilities                                                3,225                   4,709
Noncurrent liabilities                                             4,871                   4,957
Shareholders' interest                                            11,512                   9,582
                                                                  ------                  ------
Total liabilities and shareholders' interest                      19,608                  19,248
                                                                  ======                  ======
</TABLE>



<PAGE>
Page 36

                      BP AMOCO p.l.c. AND SUBSIDIARIES
                SUMMARIZED FINANCIAL INFORMATION - continued

<TABLE>
<CAPTION>
                                                            Three months ended      Nine months ended
                                                                September 30           September 30
                                                                (Unaudited)             (Unaudited)
BP Pipelines (Alaska) Inc. (a)                              2000          1999      2000          1999
                                                          ---------------------   ---------------------
                                                                           ($ million)
<S>                                                        <C>           <C>      <C>            <C>
Sales and other operating revenue                             78           131       302           359
Gross profit (c)                                               7            54        98           149
(Loss) profit for the period                                  (6)           35        65            92
                                                         =======       =======   =======       =======
</TABLE>

<TABLE>
<CAPTION>
                                                           September 30, 2000       December 31, 1999
                                                               (Unaudited)
                                                                          ($ million)
<S>                                                               <C>                     <C>
Fixed and other assets                                            1,321                  1,290
Current assets                                                      921                    853
                                                                 ------                 ------
Total assets                                                      2,242                  2,143
                                                                 ======                 ======
Current liabilities                                                 173                    128
Noncurrent liabilities                                              956                    967
Shareholders' interest                                            1,113                  1,048
                                                                 ------                 ------
Total liabilities and shareholders' interest                      2,242                  2,143
                                                                 ======                 ======
</TABLE>

<TABLE>
<CAPTION>
                                                            Three months ended      Nine months ended
                                                                September 30           September 30
                                                                (Unaudited)             (Unaudited)
BP Exploration (Alaska) Inc. (a)(f)(g)                      2000          1999      2000          1999
                                                          ---------------------   ---------------------
                                                                           ($ million)
<S>                                                        <C>           <C>      <C>            <C>
Sales and other operating revenue                          5,030         1,927    13,597         4,753
Gross profit (c)                                             504           116     1,164           229
Profit (loss) for the period (d)                             363             6       806            (4)
                                                         =======       =======   =======       =======
</TABLE>
<TABLE>
<CAPTION>
                                                           September 30, 2000       December 31, 1999
                                                               (Unaudited)
                                                                          ($ million)
<S>                                                               <C>                     <C>
Fixed and other assets                                            11,180                 10,124
Current assets                                                     2,613                  3,117
                                                                  ------                 ------
Total assets                                                      13,793                 13,241
                                                                  ======                 ======
Current liabilities                                                1,949                  2,119
Noncurrent liabilities                                             1,452                  1,536
Shareholders' interest                                            10,392                  9,586
                                                                  ------                 ------
Total liabilities and shareholders' interest                      13,793                 13,241
                                                                  ======                 ======
</TABLE>


<PAGE>
Page 37

                      BP AMOCO p.l.c. AND SUBSIDIARIES
                SUMMARIZED FINANCIAL INFORMATION - concluded


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

(a)  BPAmerica  Inc.  is a  wholly-owned  subsidiary  of BP  Amoco  p.l.c.;  The
     Standard Oil Company is a  wholly-owned  subsidiary of BP America Inc.; and
     BP  Pipelines   (Alaska)  Inc.  and  BP   Exploration   (Alaska)  Inc.  are
     wholly-owned subsidiaries of The Standard Oil Company.

(b)  In April 2000, BP Amoco p.l.c.  transferred  its 100% ownership of BP Amoco
     Corporation and Atlantic  Richfield  Company to BP America Inc. in exchange
     for  4,385,079  and  2,129,809   additional  shares  of  BP  America  Inc.,
     respectively. Following the transfer, BP Amoco Corporation and the Atlantic
     Richfield  Company are wholly-owned  subsidiaries of BP America Inc. In the
     summarized financial information for BP America Inc. 1999 amounts have been
     restated to include BP Amoco Corporation.

(c)  Gross profit  equals  sales and other  operating  revenue  less  associated
     costs,  which  exclude   distribution  and   administration   expenses  and
     exploration expense.

(d)  Profit for the three months ended  September  30, 1999 for BP America Inc.,
     The  Standard  Oil  Company,  and BP  Exploration  (Alaska)  Inc.  includes
     restructuring   costs  of  $283  million,   $55  million  and  $4  million,
     respectively.  Profit  (loss) for the nine months ended  September 30, 1999
     for BP America Inc., The Standard Oil Company and BP  Exploration  (Alaska)
     Inc. includes restructuring charges of $1,222 million, $146 million and $35
     million respectively.

(e)  The December 1999 summarized balance sheets for BP America and Standard Oil
     have been restated by $406 million for a  reclassification  from noncurrent
     to  current  liabilities  pertaining  to the short term  classification  of
     floating rate municipal bonds.

(f)  In April  2000,  an  agreement  was  reached  between  BP,  Exxon Mobil and
     Phillips  to  align  the  respective  oil and  gas  equity  interest  of BP
     Exploration  (Alaska),  Exxon  Mobil and  Phillips in the Prudhoe Bay Unit.
     This  agreement  also  provides for BP  Exploration  (Alaska) to become the
     single operator.

(g)  Profit for the three months and nine months ended September 30, 1999 for BP
     America  Inc.,  The Standard Oil Company and BP  Exploration  (Alaska) Inc.
     includes a pretax charge of $100 million  relating to the write down of the
     investment in the Badami oilfield.

(h)  In  September  2000,  the  sale  of the  Alliance  Refinery  was  completed
     resulting in a pretax gain of $159  million and an  after-tax  loss of $120
     million. Proceeds on the sale were approximately $914 million.

(i)  In April 2000, BP Amoco  Corporation  completed the sale of its interest in
     Altura to Occidental Petroleum Corporation. The after-tax gain recorded was
     $147 million. Proceeds on the disposition of Altura were approximately $1.2
     billion.

(j)  Profit for the three months and nine months ended September 30, 1999 for BP
     America  Inc.  included  the profit of some $280 million on the sale of the
     Canadian oil properties.

(k)  In April  2000,  the Alaskan  operations  of  Atlantic  Richfield  Company,
     comprising  oil and gas  production,  crude oil marine  transportation  and
     related crude oil inventory, were sold for proceeds totalling approximately
     $5.8 billion.

<PAGE>
Page 38



                                 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 AMOCO p.l.c.
                                (Registrant)





DATED: November 22, 2000                      /s/ JUDITH C HANRATTY
                                              ---------------------
                                                  J. C. HANRATTY
                                                  COMPANY SECRETARY



<PAGE>
Page 39
                                                                   Exhibit 1

                      BP AMOCO p.l.c. AND SUBSIDIARIES
                SUMMARIZED FINANCIAL INFORMATION - concluded

<TABLE>
<CAPTION>
                                                           Nine months ended
                                                           September 30, 2000
                                                      ($ million, except ratios)
                                                               (Unaudited)
<S>                                                               <C>

Profit before taxation                                           13,482

Group's share of income in excess of dividends
  of joint ventures and associated undertakings                    (584)

Captalized interest                                                 (77)

                                                                -------
Profit as adjusted                                               12,821
                                                                -------

Fixed charges:

   Interest net of interest expense of joint ventures and           873
     associated undertakings and unwinding of discount
   Rental expense representative of interest                        266
   Capitalized interest                                              77
                                                                -------
                                                                  1,216
                                                                -------

Total adjusted earnings available for payment of fixed charges   14,037
                                                                =======

Ratio of earnings to fixed charges                                 11.5
                                                                =======

Total adjusted earnings available for payment of fixed
charges, after taking account of  adjustments  to profit
taxation  to accord with US GAAP (a)                             13,718
                                                                =======

Ratio of earnings to fixed charges with  adjustments
to accord with US GAAP                                             11.3
                                                                =======
</TABLE>

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

(a)   See Note 16 of Notes to Consolidated Financial Statements.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission