SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-6262
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A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN
200 East Randolph Drive
Chicago, Illinois 60601
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive
office:
BP p.l.c.
Britannic House
1 Finsbury Circus
London EC2M 7BA England
SIGNATURE
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The Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Atlantic Richfield Capital Accumulation Plan
By Plan Administrator
Date: June 27, 2001 /s/ Donald E. Packham
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Donald E. Packham
Senior Vice President of Human Resources
BP Corporation North America Inc.
Report of Independent Auditors
To the Investment Committee of BP Corporation North America Inc.
We have audited the accompanying statements of assets available for benefits of
the Atlantic Richfield Capital Accumulation Plan as of December 31, 2000 and
1999, and the related statement of changes in assets available for benefits for
the year ended December 31, 2000. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan at December
31, 2000 and 1999, and the changes in its assets available for benefits for the
year ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States.
ERNST & YOUNG LLP
Chicago, Illinois
June 25, 2001
E.I.N. 36-1812780
Plan 059
ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN
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STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
(thousands of dollars)
December 31,
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2000 1999
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Investment in BP Amoco Master Trust for
Employee Savings Plan $1,540,960 $ -
Investments, at fair value - 1,815,568
Other assets - 494
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Assets available for benefits $1,540,960 $1,816,062
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The accompanying notes are an integral part of these statements.
E.I.N. 36-1812780
Plan 059
ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN
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STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2000
(thousands of dollars)
Additions of assets attributed to:
Net investment loss in BP Amoco Master Trust
for Employee Savings Plan for the period
from July 21, 2000 to December 31, 2000 $ (153,747)
Net appreciation (depreciation) in fair value
of investments:
BP Amoco p.l.c. ADSs 79,844
ARCO common stock (78,283)
Vastar common stock 626
Registered investment companies 13,143
Other common stocks 4,094
Dividends and interest 16,881
Participant contributions 43,554
Rollover contributions 86,867
Employer contributions 28,231
Transfer of assets from other BP sponsored plans 2,125
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Total Additions 43,335
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Deductions of assets attributed to:
Administrative expenses (19)
Distributions to participants (306,793)
Transfer of assets to the Thrift Plan of
Phillips Petroleum Company (11,625)
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Total Deductions (318,437)
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Net decrease in assets during the year (275,102)
Assets available for benefits:
Beginning of year 1,816,062
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End of year $ 1,540,960
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The accompanying notes are an integral part of these statements.
ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN
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Notes to Financial Statements
1. DESCRIPTION OF PLAN
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The Atlantic Richfield Capital Accumulation Plan (the "Plan") is a defined
contribution plan for current and former employees of Atlantic Richfield Company
and participating subsidiaries (the "Company" or "ARCO"). The Plan was amended
and restated effective April 18, 2000.
The following brief description of the Plan is provided for general
information only. Unless otherwise indicated, all descriptions in these notes
relate to the Plan as it existed in 2000. Participants should refer to the Plan
document for more complete information. The Company reserves the right to make
any changes or to terminate the Plan. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA").
The purpose of the Plan is to encourage eligible employees to regularly
save part of their earnings and to assist them in accumulating additional
security for their retirement. The Plan provides that both participant
contributions and Company matching contributions will be held in a trust by an
independent trustee for the benefit of participating employees. The trustee was
Fidelity Management Trust Company. Effective as of the close of business on July
20, 2000, net assets of the Plan were transferred into the BP Amoco Master Trust
for Employee Savings Plans (the "Master Trust"). The trustee of the Master Trust
is State Street Bank and Trust. The name of the Master Trust was changed to BP
Master Trust for Employee Savings Plans effective January 1, 2001.
Fidelity Investments Institutional Services Company, Inc. is the Plan's
recordkeeper. The Company was the Plan sponsor and an officer of the Company
served as Plan administrator. Effective April 18, 2000, BP Corporation North
America Inc. ("BP") became the Plan sponsor and the Senior Vice President of
Human Resources became the Plan administrator.
Prior to April 18, 2000, the portion of a participant's account derived
from the participant's own contributions and earnings thereon could be invested
in any combination of investment options offered by the Plan. When investing in
ARCO common stock, the participant was able to designate that the common stock
be held either in the employee stock ownership plan ("ESOP") fund (that part of
the Plan qualified as an ESOP under Section 4975(e)(7) of the Internal Revenue
Code) or in the non-ESOP fund. The dividends on common stock held in the ESOP
fund were paid to the participant, while the dividends on common stock held in
the non-ESOP fund were reinvested in ARCO common stock and held in the
participant's account.
ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN
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Notes to Financial Statements (continued)
The portion of a participant's account derived from contributions by the
Company was invested in ARCO common stock held in the ESOP fund and the
dividends on the common stock were paid to the participant.
On April 18, 2000, the merger of a subsidiary of BP Amoco p.l.c. and ARCO
was completed. Pursuant to the merger agreement, each share of outstanding
common stock of ARCO was converted into the right to receive 1.64 BP Amoco
p.l.c. American Depositary Shares ("BP Amoco ADSs"). In addition, the following
changes to the Plan occurred as of the date of merger:
1) The ARCO stock dividend-paid-out option was eliminated. All
dividends derived from BP Amoco ADSs in the Plan were reinvested
in the Plan and used to purchase additional BP Amoco ADSs.
2) Employees are able to exchange any/all BP Amoco ADSs held in the
Plan. There are no restrictions on a participant's ability to
exchange BP Amoco ADSs in the Plan.
3) BP Amoco ADSs in the Plan associated with the pre-1987 ESOP became
available for withdrawals and loans under normal Plan rules for
withdrawals and loans.
In June 2000, modifications were made to the Plan's core investment options
to match the BP Employee Savings Plan. Effective with the transfer of the Plan's
assets into the Master Trust, the core funds were transferred to similar
investment options available in the Master Trust. Individual shares of BP Amoco
ADSs were merged into the commingled BP Amoco Stock Fund. Participants no longer
hold individual shares, rather they own units of the BP Amoco Stock Fund.
Under the Plan, participants may contribute up to 27% of their base pay up
to Internal Revenue Service ("IRS") limits. The Company makes matching
contributions to the participant's account at 160% of the participant's
contribution, up to a maximum Company contribution of 8% of the participant's
base salary. Participants may also roll over amounts representing distributions
from other qualified plans. Company contributions made prior to April 18, 2000
were made in the form of ARCO common stock or cash to be used to purchase ARCO
common stock. Contributions made between April 18 and July 20, 2000 were made in
the form of BP Amoco ADSs. After July 20, 2000, Company contributions in the
form of cash are initially invested in the BP Amoco Stock Fund. Participants may
elect to sell any portion of their investment fund(s) and reinvest the proceeds
in one or more of the other available investment alternatives.
ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN
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Notes to Financial Statements (continued)
All contributions and earnings are fully and immediately vested and
nonforfeitable. The benefit to which a participant is entitled is the benefit
which can be provided by the participant's account balance.
All reasonable and necessary Plan administrative expenses are paid out of
the Master Trust or paid by the Company. Generally, fees and expenses related to
investment management of each investment option are paid out of the respective
funds. As a result, the returns on those investments are net of the fees and
expenses of the managers of those investment options and certain other brokerage
commissions and other fees and expenses incurred in connection with those
investments.
In 2000, the Company sold its Alaskan operations to Phillips Petroleum
Company ("Phillips"). Employees had the option to transfer their account balance
to a Phillips' qualified plan or keep their account balance in the Plan. During
2000, assets totaling $11.6 million were transferred to a Phillips sponsored
savings plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Method of Accounting. The financial statements of the Plan are prepared under
the accrual method of accounting.
Estimates. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires estimates and
assumptions that affect certain reported amounts. Actual results may differ in
some cases from the estimates.
Investment Valuation. All investments of the Master Trust, except as noted
below, are stated at fair value generally as determined by quoted closing market
prices, if available. Investments in guaranteed investment contracts and
synthetic guaranteed investment contracts are valued at contract value because
they are fully benefit responsive. The Master Trust's interest in the guaranteed
investment contracts and synthetic guaranteed investment contracts with managed
portfolio companies and insurance companies represents the maximum potential
credit loss from concentrations of credit risk associated with its investment in
these contracts. Money market investments and loans to participants are valued
at cost which approximates fair value. Other investments for which no quoted
closing market prices are available are valued at fair value as determined by
the Trustee based on the advice of its investment consultants.
ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN
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Notes to Financial Statements (continued)
Prior to July 21, 2000, investments in common stock were valued at fair
value based on quoted closing market prices in an active market as of the last
business day of the Plan's fiscal year. Investments in registered investment
companies were valued at net asset value as of the last business day of the
Plan's fiscal year. Net asset value is the fair value of all securities plus
accruals for dividend income, interest income, and investment management
expenses. Certain other investments were held in short-term investment funds
managed by the Plan trustee. Money market investments and loans to participants
were valued at cost which approximates fair value.
New Accounting Standard. The Master Trust is required to adopt the Financial
Accounting Standards Board Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") on
January 1, 2001. SFAS 133 requires the recognition of gains and losses
associated with derivative instruments as a change in net assets in the period
of change. The adoption of SFAS 133 is not expected to have a material impact on
the financial statements of the Plan or the Master Trust.
3. PARTICIPANT LOANS
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Participants are eligible to borrow from their account balances in the
Plan. Loans are made in the form of cash and the amount may not exceed the
lesser of 50 percent of the market value of the total accounts or $50,000 less
the highest loan balance outstanding during the preceding twelve months. The
interest rate charged is a fixed rate equal to the average prime rate reported
in The Wall Street Journal as of the last business day of the month preceding
the date the loan application is received by the Plan's Administrative
Committee. A loan may be taken by participants for a period from one to five
years, although residential loans may be repaid over a period of up to 15 years,
as determined by the participant. Repayment of loan principal and interest is
generally made by payroll deductions and credited to the participant's account.
ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN
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Notes to Financial Statements (continued)
4. INVESTMENTS
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The following presents investments that represent 5 percent or more of the
Plan's net assets as of December 31, 1999.
December 31,
1999
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(thousands of dollars)
ARCO common stock (6,604,554 shares) $ 571,294*
ARCO common stock (3,650,752 shares) 315,790
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Total ARCO common stock $ 887,084
Equity Fund (2,045,048 shares) $ 317,044
Money Market Fund $ 179,326
*Nonparticipant directed
5. INCOME TAX STATUS
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The IRS ruled May 14, 1998, that the Plan qualifies under Section 401(a) of
the Internal Revenue Code (the "IRC") and therefore the related trust is tax
exempt under Section 501(a) of the IRC. The Plan has been amended since
receiving the determination letter. However, the Plan Administrator and the
Company's tax counsel believe the Plan continues to meet the applicable tax
qualification requirements of the IRC. The Plan sponsor reserves the right to
make any amendments necessary to maintain the continued qualified status of the
Plan and Master Trust.
6. MASTER TRUST
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Effective as of the close of business on April 6, 2000, the assets held in
the BP America Master Trust and the net assets of the BP Amoco Employee Savings
Plan were transferred into the Master Trust.
The net assets of the Atlantic Richfield Capital Accumulation Plan, Vastar
Resources, Inc. Capital Accumulation Plan and CH-Twenty Capital Accumulation
Plan were transferred into the Master Trust effective as of the close of
business on July 20, 2000.
The beneficial interest of the plans in the Master Trust is adjusted daily
to reflect the effect of income collected and accrued, realized and unrealized
gains and losses, contributions and withdrawals, and all other transactions. The
Master Trust constitutes a single investment account as defined in the master
trust reporting and disclosure rules and regulations of the Department of Labor.
ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN
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Notes to Financial Statements (continued)
6. MASTER TRUST (continued)
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As of December 31, 2000, the Plan's percentage interest in the Master Trust
was 18.15%. The net assets of the Master Trust as of December 31, 2000 and
changes in net assets of the Master Trust for the period from April 7 to
December 31, 2000 are as follows:
STATEMENT OF NET ASSETS
(thousands of dollars)
December 31, 2000
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Investments
BP Amoco p.l.c. American Depositary
Shares ("BP Amoco ADSs") $ 3,641,986
Registered investment companies 1,537,818
Common collective trust funds 1,440,725
Money market investments 975,241
Synthetic guaranteed investment contracts 636,041
Guaranteed investment contracts 108,875
Government-backed obligations 5,037
Loans to participants 134,779
Other 2,941
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Total investments 8,483,443
Dividends and interest receivable 5,424
Contributions receivable 190
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Total assets 8,489,057
Operating payables (1,137)
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Net assets $ 8,487,920
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ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN
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Notes to Financial Statements (continued)
6. MASTER TRUST (continued)
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STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM APRIL 7 TO DECEMBER 31, 2000
(thousands of dollars)
Additions of assets attributed to:
Participant contributions $ 112,097
Rollover contributions 90,042
Employer contributions 79,989
Net realized and unrealized appreciation (depreciation)
in fair value of investments:
BP Amoco ADSs (201,566)
Vastar common stock 365
Registered investment companies (337,024)
Common collective trust funds (127,494)
Transfer of assets from BP sponsored Plans 9,381,997
Transfer of assets from Maxus Energy Corp. sponsored
savings plan 5,493
Interest and dividends 174,036
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Total additions 9,177,935
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Deductions of assets attributed to:
Distributions to participants (676,015)
Transfer of assets of ProCare Automotive Service
Centers employees to Sullivan Acquisition, LLC
sponsored savings plan (749)
Transfer of assets to the Thrift Plan of Phillips
Petroleum Company (11,625)
Transfer of assets to MCI WorldCom sponsored
savings plan (349)
Administrative expenses (1,277)
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Total deductions (690,015)
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Net increase in assets during the period 8,487,920
Net assets
Beginning of period -
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End of period $ 8,487,920
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ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN
Exhibits
Exhibit No. Description
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23 Consent of Independent Auditors