SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

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

for the period ended 30 September 2008

(Translation of registrant’s name into English)

1 ST JAMES’S SQUARE, LONDON, SW1Y 4PD, ENGLAND
(Address of principal executive offices)

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

Form 20-F             ü		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                    ü

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-110203) OF BP CANADA FINANCE COMPANY, BP CAPITAL MARKETS p.l.c., BP CAPITAL MARKETS AMERICA, INC AND BP p.l.c.; THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-9790) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-65996) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-83180) OF BP AUSTRALIA CAPITAL MARKETS LIMITED, BP CANADA FINANCE COMPANY, BP CAPITAL MARKETS p.l.c., BP CAPITAL MARKETS AMERICA INC. AND BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 33-21868) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-9020) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-79399) OF BP p.l.c.,THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333 67206) OF BP P.L.C., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-103924) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-102583) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-103923) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-119934) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-123482) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-123483) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-131583) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-131584) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO 333-1326190) OF BP P.L.C., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-146868) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-146870) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-146873) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-149778) OF BP p.l.c.,AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

     

BP p.l.c. AND SUBSIDIARIES
FORM 6-K FOR THE PERIOD ENDED 30 SEPTEMBER 2008*

				Page
1.		Management’s Discussion and Analysis of Financial Condition and Results of Operations for the period January-September 2008			3 - 13, 21, 23
2.		Consolidated Financial Statements including Notes to Consolidated Financial Statements for the period January-September 2008			14 - 20, 24-31
3.		Environmental, Operating and Other Information			22
4.		Signatures			32
5.		Exhibit 99.1: Computation of Ratio of Earnings to Fixed Charges			33
		Exhibit 99.2: Capitalization and Indebtedness			34

Group results January – September 2008

	Third quarter									Nine months
2007				2008				$ million		2008(b)				2007
	4,406				8,049			Profit for the period(a)			24,501				16,446
	11.33				24.59			–    per ordinary share (pence)			68.89				43.02
	23.18				42.93			–    per ordinary share (cents)			130.21				85.61
	1.39				2.58			–    per ADS (dollars)			7.81				5.14

l		The following discussion should be read in conjunction with the consolidated financial statements and related notes provided elsewhere in this Form 6-K and with the information, including the consolidated financial statements and related notes, for the year ended 31 December 2007 in BP’s Annual Report on Form 20-F for the year ended 31 December 2007.
l		BP’s third-quarter profit was $8,049 million, compared with $4,406 million a year ago, an increase of 83%. For the nine months, profit was $24,501 million compared with $16,446 million a year ago, up 49%. The third-quarter profit included inventory holding losses of $1,980 million compared with gains of $363 million in the same quarter last year. For the nine months, inventory holding gains were $1,495 million compared with $1,471 million for the first nine months of 2007. See footnote (c) below for further information.
l		Non-operating items and fair value accounting effects for the third quarter had a net $1,147 million favourable impact compared to a net $448 million unfavourable impact for the third quarter of 2007. For the nine months, the respective amounts were $632 million unfavourable and $561 million favourable – see further details on page 4. The largest non-operating item for the third quarter was a fair value gain on embedded derivatives which amounted to $1,098 million on a pre-tax basis. For the nine months, the fair value loss on embedded derivatives amounted to $1,673 million on a pre-tax basis. See page 21 for further information.
l		Net cash provided by operating activities for the quarter and nine months was $14.9 billion and $32.5 billion compared with $6.4 billion and $20.4 billion respectively a year ago.
l		The effective tax rate on profit for the third quarter was 33% and for the nine months was 35%; a year ago, the rates were 33% and 32% respectively.
l		Net debt at the end of the quarter was $22.0 billion compared to $22.2 billion a year ago. The ratio of net debt to net debt plus equity was 17%, compared with 20% a year ago. Net debt is defined on page 6. Gross debt at the end of the quarter was $28.3 billion compared to $25.2 billion a year ago. The ratio of gross debt to gross debt plus equity was 21%, compared with 22% a year ago.
l		Total capital expenditure and acquisitions was $8.9 billion for the quarter and $23.7 billion for the nine months. Capital expenditure, excluding acquisitions and asset exchanges and excluding the accounting for our transactions with Husky (see page 28) and Chesapeake (see page 19), was $5.2 billion for the quarter, $14.9 billion for the nine months and is expected to be around $21-22 billion for the year. Disposal proceeds were $365 million for the quarter and $700 million for the nine months.
l		The quarterly dividend, to be paid in December, is 14 cents per share ($0.84 per ADS) compared with 10.825 cents per share a year ago. For the nine months, the dividend showed an increase of 30%. In sterling terms, the quarterly dividend is 8.705 pence per share, compared with 5.308 pence per share a year ago; for the nine months, the increase was 43%. During the quarter, the company repurchased 92.9 million of its own shares for cancellation at a cost of $911 million. For the nine months, share repurchases were 269.8 million at a cost of $2.9 billion.

(a)		Profit attributable to BP shareholders.
(b)		Previously reported first half 2008 data has been amended. See note 2(d) on page 26 for further details.
(c)		Inventory holding gains and losses represent the difference between the cost of sales calculated using the average cost to BP of supplies incurred during the period and the cost of sales calculated on the first-in first-out (“FIFO”) method including any changes in provisions where the net realisable value of the inventory is lower than its cost. Under the FIFO method, which we use for IFRS reporting, the cost of inventory charged to the income statement is based upon the historic cost of acquisition or manufacture rather than the current replacement cost. In volatile energy markets, this can have a significant distorting effect on reported income. The amounts disclosed represent the difference between the charge to the income statement on a FIFO basis (and any related movements in net realisable value provisions) and the charge which would arise using average cost of supplies incurred during the period. For this purpose, average cost of supplies incurred during the period is calculated by dividing the total cost of inventory purchased in the period by the number of barrels acquired. The amounts disclosed are not separately reflected in the financial statements as a gain or loss. Management believes this information is useful to illustrate to investors the fact that crude oil and product prices can vary significantly from period to period and that the impact on our reported result under IFRS can be significant. Inventory holding gains and losses vary from period to period due principally to changes in oil prices as well as changes to underlying inventory levels. In order for investors to understand the operating performance of the group excluding the impact of oil price changes on the replacement of inventories, and to make comparisons of operating performance between reporting periods, BP’s management believes it is helpful to disclose this information. Effective 1 January 2008, inventory holding gains and losses disclosed above include the associated tax effect. Previously the tax effect was not included. Comparative amounts have been amended to the new basis.

The commentaries above and following should be read in conjunction with the cautionary statement on page 13.

Non-operating items and fair value accounting effects

Non-operating items(a)

	Third quarter										Nine months
2007				2008				$ million		2008				2007
	10				1,118			Exploration and Production			(1,234	)			1,145
	(344	)			–			Refining and Marketing			510				194
	(201	)			(128	)		Other businesses and corporate			(332	)			(175	)
	(535	)			990						(1,056	)			1,164
	174				(331	)		Taxation(b)			383				(365	)
	(361	)			659						(673	)			799

Fair value accounting effects(c)

	Third quarter										Nine months
2007				2008				$ million		2008				2007
								Exploration and Production
	198				739			Unrecognized gains (losses) brought forward from previous period			107				155
	(234	)			(642	)		Unrecognized (gains) losses carried forward			(642	)			(234	)
	(36	)			97			Favourable (unfavourable) impact relative to management’s measure of performance			(535	)			(79	)
								Refining and Marketing
	274				489			Unrecognized gains (losses) brought forward from previous period			429				72
	(367	)			147			Unrecognized (gains) losses carried forward			147				(367	)
	(93	)			636			Favourable (unfavourable) impact relative to management’s measure of performance			576				(295	)
	(129	)			733						41				(374	)
	42				(245	)		Taxation(b)			–				136
	(87	)			488						41				(238	)
Total of non-operating items and fair value accounting effects
	Third quarter										Nine months
2007				2008				$ million		2008				2007
	(26	)			1,215			Exploration and Production			(1,769	)			1,066
	(437	)			636			Refining and Marketing			1,086				(101	)
	(201	)			(128	)		Other businesses and corporate			(332	)			(175	)
	(664	)			1,723						(1,015	)			790
	216				(576	)		Taxation(b)			383				(229	)
	(448	)			1,147						(632	)			561

     

Per share amounts

Third quarter										Nine months
2007				2008						2008(c)				2007
								Results for the period ($ million)
	4,406				8,049			Profit(a)			24,501				16,446
	19,019,579				18,725,073			Shares in issue at period end (thousand)(b)			18,725,073				19,019,579
	3,169,930				3,120,846			– ADS equivalent (thousand)(b)			3,120,846				3,169,930
	19,061,853				18,746,202			Average number of shares outstanding (thousand)(b)			18,815,131				19,209,757
	3,176,976				3,124,367			– ADS equivalent (thousand)(b)			3,135,855				3,201,626
	128,253				92,861			Shares repurchased in the period (thousand)			269,757				541,975
								Per ordinary share (cents)
	23.18				42.93			Profit for the period			130.21				85.61
								Per ADS (cents)
	139.08				257.58			Profit for the period			781.26				513.66

Dividends

Dividends payable

BP today announced a dividend of 14 cents per ordinary share to be paid in December. Holders of ordinary shares will receive 8.705 pence per share and holders of American Depository Receipts (ADRs) $0.84 per ADS. The dividend is payable on 8 December to shareholders on the register on 14 November. Participants in the Dividend Reinvestment Plan (DRIP) or the DRIP facility in the US Direct Access Plan will receive the dividend in the form of shares, also on 8 December.

Dividends paid

Third quarter										Nine months
2007				2008						2008				2007
								Dividends paid per ordinary share
	10.825				14.000			cents			41.050				31.475
	5.278				7.039			pence			20.682				15.687
	64.95				84.00			Dividends paid per ADS (cents)			246.30				188.85

Net debt ratio – net debt: net debt + equity

Third quarter										Nine months
2007				2008				$ million		2008(a)				2007
	25,245				28,300			Gross debt			28,300				25,245
	640				149			Less: fair value asset (liability) of hedges related to finance debt			149				640
	24,605				28,151						28,151				24,605
	2,410				6,142			Cash and cash equivalents			6,142				2,410
	22,195				22,009			Net debt			22,009				22,195
	91,494				106,790			Equity			106,790				91,494
	20	%			17	%		Net debt ratio			17	%			20	%

Net debt and net debt ratio are non-GAAP measures. We believe that these measures provide useful information to investors. Net debt enables investors to see the economic effect of gross debt, related hedges and cash and cash equivalents in total. The net debt ratio enables investors to see how significant net debt is relative to equity from shareholders. Net debt has been redefined to include the fair value of associated derivative financial instruments that are used to hedge foreign exchange and interest rate risks relating to finance debt, for which hedge accounting is claimed. The derivatives are reported on the balance sheet within the headings ‘Derivative financial instruments’. Amounts for comparative periods are presented on a consistent basis. See Note 2(c) on page 26 for further information.

Exploration and Production

Third quarter										Nine months
2007				2008				$ million		2008				2007
	6,297				12,545			Profit before interest and tax(a)			33,418				19,779
								By region:
	633				2,488			UK			3,287				2,860
	227				424			Rest of Europe			1,050				1,137
	1,774				3,677			US			10,406				5,718
	3,663				5,956			Rest of World			18,675				10,064
	6,297				12,545						33,418				19,779

The profit before interest and tax for the third quarter and first nine months of 2008 was $12,545 million and $33,418 million respectively, increases of 99% and 69% over the same periods of 2007. These figures included inventory holding losses of $164 million and $134 million respectively compared with inventory holding losses of $10 million in the third quarter and inventory holding gains of $47 million for the first nine months of 2007. The increases in both periods were primarily due to higher oil and gas realizations. Additionally, the results reflected a higher contribution from the gas marketing and trading business, but were impacted by higher production taxes and higher depreciation. Costs were higher, driven by sector-specific inflation, but this was substantially mitigated by reductions resulting from our focus on cost control. The results also included higher earnings from equity-accounted entities, primarily from TNK-BP. The third-quarter result benefited from gains from non-operating items (see below).

The net non-operating gain of $1,118 million in the third quarter primarily comprises fair value gains on embedded derivatives. In the first nine months, the net non-operating charge was $1,234 million with the most significant item being fair value losses on embedded derivatives partly offset by the reversal of certain provisions and of a previous impairment charge. The corresponding periods in 2007 contained net non-operating gains of $10 million and $1,145 million respectively. Additionally, in the third quarter, fair value accounting effects had a favourable impact of $97 million compared with an unfavourable impact of $36 million a year ago. For the first nine months, the unfavourable effect was $535 million compared with an unfavourable effect of $79 million a year ago. Information on fair value accounting effects is set out on page 12.

Reported production for the quarter was 2,322mboe/d for subsidiaries and 1,342mboe/d for equity-accounted entities, compared with 2,381mboe/d and 1,270mboed in the third quarter of 2007. Total production, after adjusting for the impact of lower entitlement in our production-sharing agreements (PSAs), was around 5% higher than the third quarter of 2007. The continued ramp-up of production following the start-up of major projects in late 2007 and the first half of 2008 more than offset the impacts of hurricanes in the Gulf of Mexico and other operational events in the third quarter.

Reported production for the first nine months was 2,486mboe/d, for subsidiaries and 1,316mboe/d for equity-accounted entities, compared with 2,519mboed and 1,269mboed in the same period of the previous year. Total production for the first nine months, after adjusting for the effect of entitlement changes in our PSAs, was around 6% higher than the same period of 2007.

In the Gulf of Mexico, we progressed the commissioning of Thunder Horse (BP 75% and operator) with the start-up of the second well. In Australia, the North West Shelf Venture’s fifth LNG processing train became fully operational and, shortly after the end of the quarter, its third major offshore gas production facility (Angel) began producing. BP is one of six equal participants in the North West Shelf Project.

Also during the quarter, Sonatrach announced exploration success in Algeria with the Tin Zaouatene-1 (TZN-1) discovery in the Bourarhet Sud Blocks 230 & 231 (BP 49% and operator). Shortly after the end of the quarter, we announced a discovery in the Freedom prospect in the deepwater Gulf of Mexico (BP 25% and operator) and, jointly with Sonangol, we announced Dione, our sixteenth discovery in ultra-deepwater Block 31, offshore Angola (BP 26.67% and operator).

In August, we completed the acquisition of Chesapeake Energy Corporation’s interests in approximately 90,000 net acres of leasehold and producing natural gas properties in the Arkoma Basin Woodford Shale play for $1.75 billion. In addition, in September, we acquired a 25% interest in Chesapeake’s Fayetteville Shale assets in Arkansas for $1.9 billion. As a result of this transaction, BP acquired approximately 135,000 net acres of leasehold.

In the fourth quarter, we expect increased production reflecting normal seasonal patterns, continuing project ramp-ups and recovery from the hurricanes in the Gulf of Mexico and other operational events in the third quarter.

Exploration and Production

Third quarter										Nine months
2007				2008				$ million		2008				2007
								Non-operating items
	21				1,093			UK			(1,683	)			337
	7				–			Rest of Europe			–				538
	(15	)			3			US			(13	)			156
	(3	)			22			Rest of World			462				114
	10				1,118						(1,234	)			1,145
								Fair value accounting effects(a)
	(22	)			11			UK			(119	)			12
	–				–			Rest of Europe			–				–
	(19	)			136			US			(242	)			(96	)
	5				(50	)		Rest of World			(174	)			5
	(36	)			97						(535	)			(79	)
								Exploration expense
	2				5			UK			105				29
	–				–			Rest of Europe			–				–
	60				59			US			178				191
	182				168			Rest of World			360				335
	244				232						643				555
								Liquids(b)
	71.12				111.47			Average prices realized by BP(c)($/bbl)			103.96				62.00
	1,170				1,128			Production for subsidiaries (mb/d) (net of royalties)			1,245				1,285
	1,123				1,155			Production for equity-accounted entities (mb/d) (net of royalties)			1,136				1,110
								Natural gas
	3.93				6.49			Average prices realized by BP(c)($/mcf)			6.32				4.42
	7,026				6,929			Production for subsidiaries (mmcf/d) (net of royalties)			7,196				7,157
	853				1,082			Production for equity-accounted entities (mmcf/d) (net of royalties)			1,044				920
								Total hydrocarbons(d)
	46.36				73.49			Average prices realized by BP(c)($/boe)			70.31				44.05
	2,381				2,322			Production for subsidiaries (mboe/d)			2,486				2,519
	1,270				1,342			Production for equity-accounted entities (mboe/d)			1,316				1,269

Because of rounding, some totals may not agree exactly with the sum of their component parts.

Refining and Marketing

Third quarter										Nine months
2007				2008				$ million		2008				2007
	931				(823	)		Profit before interest and tax(a)			6,180				6,009
								By region:
	(13	)			30			UK			223				893
	623				172			Rest of Europe			2,838				2,133
	(131	)			(1,343	)		US			1,502				1,798
	452				318			Rest of World			1,617				1,185
	931				(823	)					6,180				6,009

The loss before interest and tax for the third quarter was $823 million compared with a profit of $931 million a year ago. For the nine months, profit before interest and tax was $6,180 million compared with $6,009 million a year ago. This included inventory holding losses of $2,795 million for the third quarter and inventory holding gains of $2,420 million for the first nine months, compared with inventory holding gains of $560 million and $2,092 million for the third quarter and first nine months of 2007. The net impact of non-operating items, which is included in the results, was nil in the quarter and was a gain of $510 million in the nine months. A year ago, the results included a net non-operating charge of $344 million for the quarter and a net non-operating gain of $194 million for the nine months. Fair value accounting effects had favourable impacts of $636 million for the current quarter and $576 million for the nine months. A year ago, the impacts were unfavourable by $93 million for the quarter and $295 million for the nine months. Information on fair value accounting effects is set out on page 12.

We continue to make good progress with the turnaround of the segment, delivering underlying year-on-year performance improvement in both Fuels Value Chains (FVCs) and International Businesses, against a weaker external business environment. Compared with 2007, the third-quarter result benefited from stronger commercial refining, supply and trading performance in the FVCs and improved marketing performance, partially offset by a negative foreign exchange effect caused by the strengthening of the US dollar. For the nine months, in addition to these factors, improved refinery operations have in part mitigated the impact of a considerably lower refining margin environment. The International Businesses continued to deliver a strong performance in the third quarter. Progress on our efficiency improvements has helped to offset the effects of inflation and higher energy costs.

Refining throughputs for the quarter and nine months were 2,185mb/d and 2,197mb/d respectively, compared with 2,148mb/d and 2,169mb/d for the same periods last year, the increases being primarily driven by the recoveries at the Texas City and Whiting refineries, partially offset by the net loss of throughput from previous disposals and acquisitions. Solomon availability was 4.3 percentage points higher than a year ago. Relative to the second quarter of 2008, it was slightly lower, as a result of the disruption at the Texas City refinery in September caused by Hurricane Ike. Most of the refinery units were restarted within two weeks after the hurricane shutdown. In addition, we successfully started up the second residue hydrotreater train on 1 October and have completed mechanical work on ultraformer number 3. This unit is expected to start production during the fourth quarter, completing the restoration of the economic capability of Texas City refinery.

On 29 August 2008, BP announced an agreement with Enbridge Inc. to develop a new delivery system to transport Canadian heavy crude oil from Flanagan, Illinois, to Houston and Texas City, Texas. The system is expected to be in service by late 2012 with an initial capacity of 250,000 barrels per day. The joint investment of the phased capacity additions is expected to be in the range of $1-2 billion.

Refinery turnaround activities are expected to be higher in the fourth quarter than in the third. The slowing of global economies, exacerbated by the current instability in global financial markets, remains a key risk to our marketing and supply businesses.

Third quarter								Nine months
2007		2008				$ million		2008				2007
						Non-operating items
(4)			9			UK			(50	)			677
(16)			(10	)		Rest of Europe			(127	)			(72	)
(316)			13			US			771				(204	)
(8)			(12	)		Rest of World			(84	)			(207	)
(344)			–						510				194
						Fair value accounting effects(a)
45			270			UK			89				(53	)
2			122			Rest of Europe			99				(115	)
(142	)		174			US			322				(133	)
2			70			Rest of World			66				6
(93)			636						576				(295	)
						Refinery throughputs (mb/d)
–			–			UK			–				90
735			730			Rest of Europe			753				691
1,109			1,158			US			1,141				1,086
304			297			Rest of World			303				302
2,148			2,185			Total throughput			2,197				2,169
83.4			87.7			Refining availability (%)(b)			88.0				82.6
						Oil sales volumes (mb/d)
						Refined products
350			303			UK			313				343
1,329			1,281			Rest of Europe			1,254				1,282
1,535			1,453			US			1,468				1,559
641			662			Rest of World			690				627
3,855			3,699			Total marketing sales			3,725				3,811
1,687			2,107			Trading/supply sales			2,057				1,860
5,542			5,806			Total refined product sales			5,782				5,671
1,709			1,511			Crude oil			1,739				1,964
7,251			7,317			Total oil sales			7,521				7,635
						Global Indicator Refining Margin ($/bbl)(c)
3.82			7.13			NWE			6.46				5.03
12.58			9.87			USGC			8.22				15.74
14.31			10.47			Midwest			6.04				16.02
6.90			7.07			USWC			7.64				17.22
4.52			5.90			Singapore			6.69				5.12
8.05			8.03			Average			6.93				11.38
						Chemicals production (kte)
237			144			UK			569				739
587			711			Rest of Europe			2,076				1,990
1,117			850			US			2,908				3,240
1,569			1,358			Rest of World			4,487				4,586
3,510			3,063			Total production			10,040				10,555

Other businesses and corporate

Third quarter								Nine months
2007		2008				$ million		2008				2007
(522)			(35	)		Profit (loss) before interest and tax(a)			(529	)			(790	)
						By region:
112			385			UK			147				57
(121)			(78	)		Rest of Europe			(107	)			(108	)
(373)			(307	)		US			(611	)			(632	)
(140)			(35	)		Rest of World			42				(107	)
(522)			(35	)					(529	)			(790	)
						Results include:
						Non-operating items
1			(20	)		UK			(67	)			(14	)
(11)			(2	)		Rest of Europe			(62	)			17
(195)			(105	)		US			(187	)			(182	)
4			(1	)		Rest of World			(16	)			4
(201)			(128	)					(332	)			(175	)

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

The profit before interest and tax for the third quarter was a loss of $35 million, compared with a loss of $522 million a year ago. This included inventory holding losses of $19 million and $11 million respectively. This result reflects a higher contribution from the operating businesses and lower corporate costs. For the nine months, the loss before interest and tax was $529 million in 2008 compared with a loss of $790 million a year ago. This included inventory holding gains of $14 million for the nine months 2008 compared with inventory holding losses of $8 million for the first nine months of 2007.

The net non-operating charge was $128 million for the third quarter and $332 million for the nine months. The third-quarter result included a $30 million restructuring charge, a $76 million net charge in relation to new, and revisions to existing, environmental and other provisions and a net charge of $22 million for impairment and other provisions. The prior year included a net non-operating charge of $201 million in the third quarter and $175 million for the nine months.

On 15 September, Alternative Energy announced BP’s first bioethanol production from its Brazilian biofuels joint venture, Tropical BioEnergia, a significant milestone in the implementation of BP’s biofuels strategy. Tropical BioEnergia farms sugar cane and refines it into fuel in a new 435 million litres per year (115 million US gallons per year) refinery. BP’s investment in Tropical BioEnergia is the largest made by any international oil company into Brazil’s ethanol market.

In August, BP and Verenium Corporation announced the creation of a strategic partnership to accelerate the development and commercialization of cellulosic ethanol. Under the initial phase of the strategic alliance, Verenium is to receive $90 million in funding from BP over 18 months in exchange for rights to current and future technology held within the partnership.

Also in August, BP started commercial operations at its Silver Star wind farm in Texas, a 60MW gross capacity installation in partnership with Clipper Windpower, Inc. and at Edom Hills, California, a 20MW wholly-owned wind farm. On 20 October, BP started commercial operations of phase 1 of the Sherbino wind farm in Texas. The first 150MW of the project, which has a potential capacity of 750MW, has been built through a 50:50 joint venture with Padoma Wind Power LLC, a wholly owned subsidiary of NRG Energy, Inc.

		Third quarter
		2008				2007
Wind – net rated capacity as at period end (megawatts)(a)			243				32
Solar – cell production capacity as at period end (megawatts)(b)			277				201

Non-GAAP information on fair value accounting effects

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

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

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

The way that BP manages the economic exposures described above, and measures performance internally, differs from the way these activities are measured under IFRS. BP calculates this difference by comparing the IFRS result with management’s internal measure of performance, under which the inventory and the supply and capacity contracts in question are valued based on fair value using relevant forward prices prevailing at the end of the period. We believe that disclosing management’s estimate of this difference provides useful information for investors because it enables investors to see the economic effect of these activities as a whole. The impacts of fair value accounting effects, relative to management’s internal measure of performance, are shown in the table on page 4 and are non-GAAP. A reconciliation to GAAP information is set out below.

Reconciliation of non-GAAP information

Third quarter								Nine months
2007		2008				$ million		2008				2007
						Exploration and Production
6,333			12,448			Profit before interest and tax adjusted for fair value accounting effects			33,953				19,858
(36)			97			Impact of fair value accounting effects			(535	)			(79	)
6,297			12,545			Profit before interest and tax			33,418				19,779
						Refining and Marketing
1,024			(1,459	)		Profit before interest and tax adjusted for fair value accounting effects			5,604				6,304
(93)			636			Impact of fair value accounting effects			576				(295	)
931			(823	)		Profit before interest and tax			6,180				6,009

 

Third quarter										Nine months
2007				2008						2008(a)				2007
$ million										$ million
	71,334				103,174			Sales and other operating revenues			299,666				204,513
	900				1,172			Earnings from jointly controlled entities - after interest and tax			3,899				2,143
	204				155			Earnings from associates - after interest and tax			631				540
	172				135			Interest and other revenues			566				533
	72,610				104,636			Total revenues (Note 4)			304,762				207,729
	228				193			Gains on sale of businesses and fixed assets			1,197				2,217
	72,838				104,829			Total revenues and other income			305,959				209,946
	51,810				77,234			Purchases			217,122				144,453
	6,297				7,549			Production and manufacturing expenses			21,756				18,325
	921				1,886			Production and similar taxes (Note 5)			5,794				2,495
	2,505				2,653			Depreciation, depletion and amortization			8,285				7,559
	129				54			Impairment and losses on sale of businesses and fixed assets			117				807
	244				232			Exploration expense			643				555
	4,137				3,794			Distribution and administration expenses			11,667				11,159
	(14	)			(1,098	)		Fair value (gain) loss on embedded derivatives			1,673				(452	)
	6,809				12,525			Profit before interest and taxation			38,902				25,045
	337				391			Finance costs (Note 6)			1,178				985
	(164	)			(153	)		Net finance income relating to pensions and other post-retirement benefits (Note 7)			(473	)			(486	)
	6,636				12,287			Profit before taxation			38,197				24,546
	2,158				4,101			Taxation			13,329				7,881
	4,478				8,186			Profit for the period			24,868				16,665
								Attributable to:
	4,406				8,049			BP shareholders			24,501				16,446
	72				137			Minority interest			367				219
	4,478				8,186						24,868				16,665
								Earnings per share – cents
								Profit for the period attributable to BP shareholders
	23.18				42.93			Basic			130.21				85.61
	23.07				42.56			Diluted			129.04				85.19

(a)		Previously reported first half 2008 data has been amended. See note 2(d) on page 26 for further details

Group balance sheet

 

		30 September				31 December
		2008				2007
		$ million
Non-current assets
Property, plant and equipment			102,889				97,989
Goodwill			10,566				11,006
Intangible assets			10,040				6,652
Investments in jointly controlled entities			24,862				18,113
Investments in associates			4,199				4,579
Other investments			1,250				1,830
Fixed assets			153,806				140,169
Loans			1,151				999
Other receivables			896				968
Derivative financial instruments			5,309				3,741
Prepayments			1,194				1,083
Defined benefit pension plan surplus			8,494				8,914
			170,850				155,874
Current assets
Loans			167				165
Inventories			27,277				26,554
Trade and other receivables			39,201				38,020
Derivative financial instruments			8,384				6,321
Prepayments			3,769				3,589
Current tax receivable			332				705
Cash and cash equivalents			6,142				3,562
			85,272				78,916
Assets classified as held for sale			–				1,286
			85,272				80,202
Total assets			256,122				236,076
Current liabilities
Trade and other payables			43,948				43,152
Derivative financial instruments			9,187				6,405
Accruals			6,825				6,640
Finance debt			14,258				15,394
Current tax payable			4,013				3,282
Provisions			2,074				2,195
			80,305				77,068
Liabilities directly associated with the assets classified as held for sale			–				163
			80,305				77,231
Non-current liabilities
Other payables			2,809				1,251
Derivative financial instruments			7,915				5,002
Accruals			863				959
Finance debt			14,042				15,651
Deferred tax liabilities			21,573				19,215
Provisions			12,744				12,900
Defined benefit pension plan and other post-retirement benefit plan deficits			9,081				9,215
			69,027				64,193
Total liabilities			149,332				141,424
Net assets			106,790				94,652
Equity
BP shareholders’ equity			105,704				93,690
Minority interest			1,086				962
			106,790				94,652

Group statement of recognized income and expense

 

Third quarter										Nine months
2007				2008						2008(a)				2007
$ million										$ million
	788				(3,125	)		Currency translation differences			(2,092	)			1,583
	–				–			Exchange gain on translation of foreign operations transferred to gain on sale of businesses and fixed assets			–				(147	)
	(13	)			(703	)		Available-for-sale investments marked to market			(572	)			(116	)
	–				(15	)		Available-for-sale investments - recycled to the income statement			(20	)			–
	139				(594	)		Cash flow hedges marked to market			(471	)			180
	(5	)			16			Cash flow hedges - recycled to the income statement			15				(86	)
	(2	)			(20	)		Cash flow hedges - recycled to the balance sheet			(61	)			(9	)
	90				203			Taxation			192				118
	997				(4,238	)		Net income (expense) recognized directly in equity			(3,009	)			1,523
	4,478				8,186			Profit for the period			24,868				16,665
	5,475				3,948			Total recognized income and expense for the period			21,859				18,188
								Attributable to:
	5,372				3,825			BP shareholders			21,503				17,917
	103				123			Minority interest			356				271
	5,475				3,948						21,859				18,188

(a)		Previously reported first half 2008 data has been amended. See Note 2(d) on page 26 for further details.

 

		BP
		shareholders’				Minority				Total
		equity				interest				equity
$ million
At 31 December 2007			93,690				962				94,652
Currency translation differences (net of tax)			(1,822	)			(11	)			(1,833	)
Available-for-sale investments (net of tax)			(542	)			–				(542	)
Cash flow hedges (net of tax)			(441	)			–				(441	)
Tax on share-based payments			(193	)			–				(193	)
Profit for the period			24,501				367				24,868
Total recognized income and expense for the period			21,503				356				21,859
Dividends			(7,723	)			(232	)			(7,955	)
Repurchase of ordinary share capital			(2,414	)			–				(2,414	)
Share-based payments			648				–				648
At 30 September 2008			105,704				1,086				106,790

Group cash flow statement

Third quarter										Nine months
2007				2008						2008(a)				2007
$ million										$ million
								Operating activities
	6,636				12,287			Profit before taxation			38,197				24,546
								Adjustments to reconcile profits before tax to net cash provided by operating activities
	146				98			Exploration expenditure written off			326				261
	2,505				2,653			Depreciation, depletion and amortization			8,285				7,559
	(99	)			(139	)		Impairment and (gain) loss on sale of businesses and fixed assets			(1,080	)			(1,410	)
	(1,104	)			(1,327	)		Earnings from jointly controlled entities and associates			(4,530	)			(2,683	)
	1,060				759			Dividends received from jointly controlled entities and associates			2,658				2,102
	(2,788	)			533			Working capital and other movements			(11,380	)			(9,955	)
	6,356				14,864			Net cash provided by operating activities			32,476				20,420
								Investing activities
	(4,336	)			(7,748	)		Capital expenditure			(16,896	)			(12,315	)
	(27	)			–			Acquisitions, net of cash acquired			(209	)			(1,225	)
	(122	)			(194	)		Investment in jointly controlled entities			(807	)			(143	)
	(37	)			(14	)		Investment in associates			(21	)			(146	)
	211				365			Proceeds from disposal of fixed assets			700				1,357
	–				–			Proceeds from disposal of businesses, net of cash disposed			–				2,513
	45				150			Proceeds from loan repayments			484				123
	–				(200	)		Other			(200	)			374
	(4,266	)			(7,641	)		Net cash (used in) provided by investing activities			(16,949	)			(9,462	)
								Financing activities
	(1,441	)			(814	)		Net repurchase of shares			(2,631	)			(5,761	)
	107				397			Proceeds from long-term financing			3,229				2,978
	(369	)			(65	)		Repayments of long-term financing			(2,256	)			(1,596	)
	1,426				(1,380	)		Net increase (decrease) in short-term debt			(3,288	)			(631	)
	(2,066	)			(2,624	)		Dividends paid - BP shareholders			(7,723	)			(6,050	)
	(24	)			(110	)		- Minority interest			(232	)			(159	)
	(2,367	)			(4,596	)		Net cash (used in) provided by financing activities			(12,901	)			(11,219	)
	44				(78	)		Currency translation differences relating to cash and cash equivalents			(46	)			81
	(233	)			2,549			Increase (decrease) in cash and cash equivalents			2,580				(180	)
	2,643				3,593			Cash and cash equivalents at beginning of period			3,562				2,590
	2,410				6,142			Cash and cash equivalents at end of period			6,142				2,410