SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 11-K
 
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
   
  For fiscal year ended December 31, 2006
   
  OR
   
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934
   
  For the transition period from ________to ________
   
Commission file number 1-6262
   
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
   
  BP PARTNERSHIP SAVINGS PLAN
   
  4101 Winfield Road
Warrenville, Illinois 60555
   
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
   
BP p.l.c.
1 St. James’s Square
London SW1Y 4PD England


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Savings Plan Investment Oversight Committee of BP Corporation North America Inc.
 
We have audited the accompanying statements of assets available for benefits of the BP Partnership Savings Plan as of December 31, 2006 and 2005, and the related statement of changes in assets available for benefits for the year ended December 31, 2006. 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 the standards of the Public Company Accounting Oversight Board (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. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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, 2006 and 2005, and the changes in its assets available for benefits for the year ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.
 
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of delinquent participant contributions for the year ended December 31, 2006 and schedule of assets (held at end of year) as of December 31, 2006, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.
 

                                                                                                        Ernst & Young LLP
 
Chicago, Illinois
June 15, 2007

1


  EIN 36-1812780
      Plan No. 051
 
BP PARTNERSHIP SAVINGS PLAN
    
   
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
thousands of dollars
 
  December 31,  
 
 
  2006   2005
  
 
 
Investment in the BP Master Trust
   for Employee Savings Plans		 $ 18,661   $ 17,883  
             
Participant loans   703     846  
 
 
             
Assets available for benefits, at fair value   19,364     18,729  
             
Adjustment from fair value to contract
   value for fully benefit-responsive
   investment contracts		   16     13  
 
 
             
Assets available for benefits $ 19,380   $ 18,742  
 
 
 

The accompanying notes are an integral part of these statements.

2


  EIN 36-1812780
Plan No. 051
 
BP PARTNERSHIP SAVINGS PLAN
    
   
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2006
thousands of dollars
 
Additions of assets attributed to:    
      Participant contributions $ 1,454  
      Company contributions   620  
      Rollover contributions   108  
      Net investment gain – BP Master Trust
       for Employee Savings Plans		   1,692  
      Loan interest   50  
      Litigation settlement   4  
 
 
   
          Total additions   3,928  
 
 
   
Deductions of assets attributed to:      
      Distributions to participants   3,269  
      Transfer of assets to other BP
          sponsored savings plans		   21  
 
 
   
          Total deductions   3,290  
 
 
     
Net increase in assets during the year   638  
       
Assets available for benefits:      
       
      Beginning of year   18,742  
 
 
   
      End of year $ 19,380  
 
 
 

  The accompanying notes are an integral part of this statement.

3


BP PARTNERSHIP SAVINGS PLAN
    
   
NOTES TO FINANCIAL STATEMENTS
 

1.             DESCRIPTION OF PLAN

The following description of the BP Partnership Savings Plan (the “Plan”) provides general information only. Participants should refer to the Plan document for more complete information.

The Plan, established on April 1, 1988, is a defined contribution plan which is subject to and complies with the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Certain salaried employees of BP Corporation North America Inc. (the “Company”) and its subsidiaries that are associated with the Company’s retail operations are eligible to participate in the Plan. The Company is an indirect wholly owned subsidiary of BP p.l.c. (“BP”). The Company reserves the right to amend or terminate the Plan at any time.

The purpose of the Plan is to encourage eligible employees to regularly save part of their earnings and to assist them in accumulating additional financial security for their retirement. The Plan provides that both participant contributions and Company matching contributions be held in a trust by an independent trustee for the benefit of participating employees. Plan assets are held in the BP Master Trust for Employee Savings Plans (the “Master Trust”). The trustee of the Master Trust is State Street Bank and Trust Company.

Fidelity Investments Institutional Services Company, Inc. is the Plan’s recordkeeper. The Company is the Plan sponsor and the Company’s Vice President, Human Resources is the Plan administrator.

Under the Plan, participating employees may contribute up to 100% of their qualified pay on a pre-tax and/or after-tax basis, subject to Internal Revenue Service (“IRS”) limits. Participants who attain age 50 before the end of the applicable plan year are eligible to make additional elective deferrals (catch-up contributions), subject to IRS limits. Participants may elect to invest in numerous investment fund options offered under the Plan. Participants may change the percentage they contribute and the investment direction of their contributions at any time throughout the year. A specified portion of the employee contribution, up to a maximum of 3 percent of compensation, as defined, is matched by the Company in the form of cash contributions, which are invested in funds selected by participants. Participants are permitted to rollover amounts into the Plan representing distributions from other qualified plans. 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. Except where the fund provider, the recordkeeper, or the Plan have restrictions or take discretionary action responsive to frequent trading or market timing concerns, there are no restrictions on the number of transactions a participant may authorize during the year.

The benefit to which a participant is entitled is the benefit which can be provided by the participant’s vested account balance. Participants are immediately vested in their

4


BP PARTNERSHIP SAVINGS PLAN
    
   
NOTES TO FINANCIAL STATEMENTS (continued)
 

1.              DESCRIPTION OF PLAN (continued)

participant contribution accounts. Vesting in Company matching contribution accounts is dependent upon specific criteria as described in the Plan document. Forfeitures of Company contributions by participants who withdrew from the Plan before vesting amounted to $23,921 during the year ended December 31, 2006. The Plan uses forfeitures to pay certain administrative expenses and to reduce future Company contributions.

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, fees and expenses incurred in connection with those investment options.

Class action lawsuits, filed in 2004 and 2003 seeking recovery of investment losses from the Plan sponsor and an investment manager, were settled during 2006. The Plan’s share of the settlement proceeds amounted to $4,000.

2.               SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Method of Accounting. The financial statements of the Plan are prepared under the accrual method of accounting in accordance with U.S. generally accepted accounting principles.

Estimates.  The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires estimates and assumptions that affect certain reported amounts. Actual results may differ in some cases from the estimates.

New Accounting Pronouncement.  In December 2005, the Financial Accounting Standards Board issued Staff Position FSP AAG INV-1 and SOP 94-4-1, “Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans” (the “FSP”). Under the FSP, fully benefit-responsive investment contracts held by a defined contribution plan are required to be reported at fair value. However, for that portion of the assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts, contract value is the relevant measurement attribute, as contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan.

As required by the FSP, the statement of assets available for benefits presents the Plan’s investment in the Master Trust at fair value, along with the amount necessary to adjust the Plan’s interest in fully benefit-responsive investment contracts held by the Master Trust from fair value to contract value. The December 31, 2005 statement of assets available for benefits has been reclassified to conform with this presentation. The statement of changes in assets available for benefits is prepared on a contract value basis.

5


BP PARTNERSHIP SAVINGS PLAN
    
   
NOTES TO FINANCIAL STATEMENTS (continued)
 

2.               SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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. Money market investments are valued at cost which approximates fair value. Other investments for which no quoted market prices are available are valued at fair value as determined by the trustee based on the advice of its investment consultants. Participant loans are valued at cost which approximates fair value.

Investment assets underlying the synthetic guaranteed investment contracts (“synthetic GICs”) are stated at fair value as determined by quoted market prices. The fair value of wrap contracts is determined using the replacement cost method which incorporates the difference between current market level rates for contract level wrap fees and the wrap fee being charged discounted by the prevailing interpolated swap rate as of period end.

3.              PARTICIPANT LOANS

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 participant’s total vested accounts, or $50,000 less the participant’s highest loan balance outstanding during the preceding twelve months. Interest rates charged on unpaid balances are fixed for the duration of the loan. The interest rate charged is one percent plus the prime rate as reported by The Wall Street Journal, on the last business day of the calendar quarter immediately preceding the calendar quarter in which the participant applies for the loan. A processing fee of $35 is charged for each new loan. Repayment of loan principal and interest is generally made by payroll deductions and credited to the participant’s account.

4.              INCOME TAX STATUS

The Plan has received a determination letter from the IRS dated October 28, 2003, with respect to its qualified status under Section 401(a) of the Internal Revenue Code (“IRC”) and, therefore, the related trust is exempt from taxation. The Plan is required to operate in conformity with the IRC in order to maintain its qualification. Although the Plan has been amended since receiving the determination letter, 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 qualification of the Plan and trust.

6


BP PARTNERSHIP SAVINGS PLAN
    
   
NOTES TO FINANCIAL STATEMENTS (continued)
 

5.               RISKS AND UNCERTAINTIES

Investment securities held in the Master Trust are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities could occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of assets available for benefits.

6.              MASTER TRUST

All investment assets of the Plan except participant loans are held in the Master Trust with the assets of other BP sponsored savings plans.

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.

In order to provide the BP Stock Fund liquidity, the Company has agreed to advance the Master Trust up to $200 million. Amounts borrowed by the Master Trust under the revolving loan facility do not bear interest and are repayable within three days. There were no amounts borrowed during 2006 or 2005 under the agreement.

The Plan offers a stable value investment option. In connection with this investment option, the Master Trust entered into synthetic GICs that are fully benefit-responsive. The net assets of the Master Trust present the investment in synthetic GICs at fair value, along with the amount necessary to adjust the investment from fair value to contract value. The Master Trust’s interest in the contracts represents the maximum potential credit loss from concentrations of credit risk associated with its investment.

The synthetic GICs provide for the payment of a fixed rate of interest for a specified period of time. The underlying assets are owned by the Master Trust. Under the contracts, realized and unrealized gains and losses on the underlying assets are not reflected immediately in net assets. Rather, the gains and losses are amortized, usually over time to maturity or the duration of the underlying investments, through adjustments to future interest crediting rates. These adjustments generally result in contract value, over time, converging with the market value of the underlying assets. Factors impacting future interest crediting rates include the current yield, duration and the existing difference between market and contract value of the underlying assets. Interest crediting rates, which cannot be less than 0%, are generally reset quarterly. The issuers of the synthetic GICs guarantee that all qualified participant withdrawals occur at contract value.

7


BP PARTNERSHIP SAVINGS PLAN
    
   
NOTES TO FINANCIAL STATEMENTS (continued)
 

6.              MASTER TRUST(continued)

The average yield earned on synthetic GICs as of December 31, 2006 and 2005, based on actual earnings, was 5.40% and 5.12%, respectively. The average yield earned on synthetic GICs as of December 31, 2006 and 2005, based on the interest rate credited to participants, was 4.85% and 4.51%, respectively.

Certain events may limit the ability of the Plan to transact at contract value with the issuer. Such events include (i) amendments to Plan documents or the Plan’s administration (including complete or partial plan termination or merger with another plan); (ii) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions; (iii) the failure of the Plan or the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA; (iv) bankruptcy of the Plan sponsor or other plan sponsor event (for example, divestitures or spin-offs of a subsidiary) which cause a significant withdrawal from the plan; and (v) the delivery of any communication to plan participants designed to influence a participant not to invest in the investment option. At this time, the Plan sponsor does not believe that the occurrence of any such event, which would limit the Plan’s ability to transact at contract value with participants, is probable.

Contract termination occurs whenever the contract value or market value reaches zero or upon certain events of default. If the contract terminates due to an issuer default or if the market value of the underlying portfolio reaches zero, the issuer will generally be required to pay any excess contract value at the date of termination. If the Plan defaults in its obligation under the agreements and the default is not cured within the time permitted, the Plan will receive the market value as of the date of termination. Contract termination also may occur by either party upon election and notice.

Certain Master Trust investments include American Depositary Shares of BP p.l.c. (“BP ADSs”). Transactions in BP ADSs qualify as party-in-interest transactions under the provisions of ERISA. Purchases and sales of BP ADSs during 2006 amounted to $791 million and $1,151 million, respectively.

As of December 31, 2006 and 2005, the Plan’s percentage interest in the Master Trust was 0.20%. The net assets of the Master Trust as of December 31, 2006 and December 31, 2005, and changes in net assets of the Master Trust for the year ended December 31, 2006 are as follows:

8


BP PARTNERSHIP SAVINGS PLAN
    
   
NOTES TO FINANCIAL STATEMENTS (continued)
 

6.             MASTER TRUST (continued)

NET ASSETS
thousands of dollars
 
  December 31,  
  2006   2005  
Investments at fair value:        
   BP ADSs $ 3,104,307   $ 3,287,442  
   Registered investment companies   3,626,087     3,089,405  
   Common collective trust funds   1,359,194     1,223,761  
   Money market and short-term
       investment funds		   801,204     805,012  
   Synthetic guaranteed investment
       contracts		   621,465     654,616  
 
  		 
           Total investments, at fair value   9,512,257     9,060,236  
             
Receivables:            
   Dividends and interest   1,008     809  
   Securities sold   —     2,373  
 
  		 
           Total assets   9,513,265     9,063,418  
             
Accrued liabilities:            
   Securities purchased   1,792     —  
   Fees and expenses   621     362  
 
 
   
           Total liabilities   2,413     362  
 
  		 
   
Net assets, at fair value   9,510,852     9,063,056  
   
Adjustment from fair value to contract value
   for fully benefit-responsive investment contracts		   8,904     6,878  
 
  		 
Net assets $ 9,519,756   $ 9,069,934  
 
  		 

9


BP PARTNERSHIP SAVINGS PLAN
    
   
NOTES TO FINANCIAL STATEMENTS (continued)
 

6.             MASTER TRUST (continued)

CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2006
thousands of dollars
 
  Additions of assets attributed to:    
        Transfer of assets from participating plans:
            Participant contributions $ 247,193  
            Rollover contributions   57,687  
            Company contributions   149,531  
            Loan repayments   51,378  
            Litigation settlement   4,425  
        Interest and dividends   386,306  
        Net realized and unrealized appreciation    
             in fair value of investments:    
                BP ADSs   174,472  
                Registered investment companies   174,190  
                Common collective trust funds   241,857  
   
 
       
                      Total additions   1,487,039  
   
 
       
  Deductions of assets attributed to:    
        Transfer of assets to participating plans:    
            Distributions to participants   989,326  
            Loans to participants   45,378  
        Administrative expenses   2,513  
   
 
       
                      Total deductions   1,037,217  
   
 
       
  Net increase in assets during the year   449,822  
         
  Net assets:    
         
        Beginning of year   9,069,934  
   
 
       
        End of year $ 9,519,756  
   
 

10


BP PARTNERSHIP SAVINGS PLAN
    
   
NOTES TO FINANCIAL STATEMENTS (continued)
 

7.                 RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

Following is a reconciliation of assets available for benefits as of December 31, 2006 per the financial statements to the Form 5500 (in thousands):
 
  Assets available for benefits as stated in
       the financial statements		 $ 19,380  
  Adjustment from contract value to fair value
       for fully benefit-responsive investment contracts		   (16 )
   
 
  Assets available for benefits as stated in
       the Plan’s Form 5500		 $ 19,364  
   
 
 

Following is a reconciliation of net investment gain for the year ended December 31, 2006 per the financial statements to the Form 5500 (in thousands):
 
  Net investment gain as stated in
       the financial statements		 $ 1,692  
  Adjustment from contract value to fair value
       for fully benefit-responsive investment contracts		   (16 )
   
 
  Net investment gain as stated in
       the Plan’s Form 5500		 $ 1,676  
   
 

11


EIN: 36-1812780
Plan No. 051
 
BP PARTNERSHIP SAVINGS PLAN
    
   
SCHEDULE H, LINE 4a – SCHEDULE OF DELINQUENT PARTICIPANT
CONTRIBUTIONS
 
Year ended December 31, 2006
 
Participant Contributions Transferred
Late to Plan		 Total that Constitute Nonexempt
Prohibited Transactions		  
 
       
Certain participant contributions withheld
during April 2006 and June 2006 totaling
$742 were deposited in October 2006 and
March 2007. 		  $742
  

12


                EIN: 36-1812780
Plan No. 051
 
BP PARTNERSHIP SAVINGS PLAN
    
   

Schedule H, Line 4i - Schedule Of Assets (Held At End Of Year)

December 31, 2006
 
Identity of Issue,
Borrower, Lessor,
Similar Party 		Description of
Investment Including
Maturity Date, Rate
of Interest, Collateral,
Par, Maturity Value 		Cost Current
Value
               
* Participant loans
   5.0% – 9.25%
   N/A
   $ 703,205
  
 
 
 
 
*  Indicates party-in-interest

13


SIGNATURE
 
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.
 
 
  BP PARTNERSHIP SAVINGS PLAN
   
  By Plan Administrator
   
Date: June 26, 2007 /s/ Patricia H. Miller
 
  Patricia H. Miller
  Vice-President, Human Resources
  BP Corporation North America Inc.

14


BP PARTNERSHIP SAVINGS PLAN
    
   

EXHIBITS
       
  Exhibit No.   Description
 
 
   
  23   Consent of Independent Registered Public Accounting Firm

15