Debt=12,880 million Capital Expend.=10326 million Net Debt to Net Debt plus equity ratio rose by 2% to 23%

Revenue: $108 Billion Earnings: $6.4 Billion Assets: $54,465 Million Employees: Service Stations: USA 15,500 USA 15,500 Outside USA Outside USA Pipelines: Miles Refineries: 18 Number of Shareholders :

Competitors Arco Chevron Exxon Mobil Shell Texaco

Preparing plans and setting clear business performance targets; Challenging plans and targets and monitoring progress against them; Ensuring that investments of whatever type are properly evaluated and approved and that expenditure (both revenue and capital) is authorised; Understanding and managing the risks and ensuring that objectives are met efficiently with sound control processes; Producing financial reports that are reliable, accurate and timely, and ensuring that all transactions are properly handled and reported and that assets are financially safeguarded; Taking decisions on finance, tax and accounting matters to optimise the Group position.

Future: We are confident that the steps we have taken in response to the weak business environment, together with the benefits of the BP Amoco merger, will position us for continued competitive performance for the balance of 1999 and beyond. Further restructuring opportunities, together with the associated performance improvement, are likely to emerge in the future. BP Amoco Group Chief Executive, Sir John Browne Ô Brain Cancer Cases Lead to Suits Against BP Amoco Ô BP Amoco Says It Will Cut Annual Costs by $4 Billion

Report of the auditors To the Members of BP Amoco p.l.c. We have audited the accounts, which have been prepared under the historical cost convention and on the basis of the accounting policies. Basis of audit opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the accounts. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the accounts, and of whether the accounting policies are appropriate to the group's circumstances, consistently applied and adequately disclosed. Opinion In our opinion the accounts give a true and fair view of the state of affairs of the company and of the group as at 31 December 1998 and of the profit of the group for the year then ended and have been properly prepared in accordance with the Companies Act Ernst & Young Registered Auditor London 100 Auditors 7 Months 17 February 1999

Year 2000: Total cost of BP Amoco's Year 2000 program: $300 million As at March 31, 1999, some $240 million had been spent. IT application systems and infrastructure, process control systems and embedded microprocessors in plants, oil and gas fields and building facilities.