Obligation BP Capital Markets PLC 2.75% ( US05565QCD88 ) en USD

BP Capital Markets PLC

99.4 % ⇌

Royaume-uni

US05565QCD88 ( en USD )

2.75% par an ( paiement semestriel )

09/05/2023 - Obligation échue

Prospectus brochure de l'obligation BP Capital Markets PLC US05565QCD88 en USD 2.75%, échue

1 000 USD

398 152 000 USD

05565QCD8

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

L'Obligation émise par BP Capital Markets PLC ( Royaume-uni ) , en USD, avec le code ISIN US05565QCD88, paye un coupon de 2.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/05/2023

L'Obligation émise par BP Capital Markets PLC ( Royaume-uni ) , en USD, avec le code ISIN US05565QCD88, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par BP Capital Markets PLC ( Royaume-uni ) , en USD, avec le code ISIN US05565QCD88, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-179953 and
333-179953-01
Prospectus Supplement
May 7, 2013
(To prospectus dated February 5, 2013)

$250,000,000 Floating Rate Guaranteed Notes due 2018
$1,250,000,000 1.375% Guaranteed Notes due 2018
$1,500,000,000 2.750% Guaranteed Notes due 2023
Payment of the principal of and interest on the notes is fully guaranteed by

The floating rate guaranteed notes due 2018 (the "2018 floating rate notes") will bear interest at a floating rate equal to the three-month U.S. dollar LIBOR rate plus
0.510%. The 1.375% guaranteed notes due 2018 (the "2018 fixed rate notes") will bear interest at the rate of 1.375% per year. The 2.750% guaranteed notes due 2023
(the "2023 notes" and, together with the 2018 floating rate notes and the 2018 fixed rate notes, the "notes") will bear interest at the rate of 2.750% per year. BP Capital
Markets p.l.c. will pay interest on the 2018 floating rate notes on each February 10, May 10, August 10 and November 10, subject to the modified following day count
convention. The first such payment will be made on August 10, 2013. BP Capital Markets p.l.c. will pay interest on the 2018 fixed rate notes and the 2023 notes on each
May 10 and November 10, commencing on November 10, 2013. The 2018 floating rate notes will mature on May 10, 2018. The 2018 fixed rate notes will mature on
May 10, 2018. The 2023 notes will mature on May 10, 2023. If any payment is due in respect of the 2018 fixed rate notes or the 2023 notes on a date that is not a
business day, it will be made on the next following business day, provided that no interest will accrue on the payment so deferred.
Payment of the principal of and interest on the notes is fully guaranteed by BP p.l.c.
Application will be made to list the notes on the New York Stock Exchange.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus supplement or the related prospectus. Any representation to the contrary is a criminal offense.

Investment in these securities involves certain risks. See "Risk Factors" beginning on page 2 of the accompanying prospectus and "Risk factors"
beginning on page 38 of BP's 2012 Annual Report on Form 20-F.

Per 2018
Total for 2018
Per 2018
Total for 2018
Floating
Floating
Fixed Rate
Fixed Rate
Per 2023
Total for 2023

Rate Note

Rate Notes

Note

Notes

Note

Notes

Public Offering Price (1)

100.000%
$250,000,000 99.721%

$1,246,512,500 98.998%
$1,484,970,000
Underwriting Discount

0.170%

$
425,000 0.170%

$
2,125,000 0.300% $
4,500,000
Proceeds, before expenses, to BP Capital Markets p.l.c.

99.830% $249,575,000 99.551%

$1,244,387,500 98.698%
$1,480,470,000
(1) Interest on the notes will accrue from May 10, 2013.

The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company and its direct and indirect
participants (including Euroclear S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme) on or about May 10, 2013.

Joint Book-Running Managers

BofA Merrill Lynch
Credit Agricole CIB
Mitsubishi UFJ Securities
Mizuho Securities
Morgan Stanley
SOCIETE

GENERALE
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The distribution of this prospectus supplement and prospectus and the offering of the notes in certain jurisdictions may be restricted by law. This prospectus
supplement and prospectus do not constitute an offer, or an invitation on BP Capital Markets p.l.c.'s ("BP Capital U.K.") or BP p.l.c.'s ("BP") behalf or on behalf of the
underwriters, to subscribe to or purchase any of the notes, and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which
such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. See "Underwriting" below.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of BP and certain of the
plans and objectives of BP with respect to these items. These statements may generally, but not always, be identified by the use of words such as `will', `expects', `is
expected to', `aims', `should', `may', `objective', `is likely to', `intends', `believes', `plans', `we see' or similar expressions.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will or may occur in the
future and are outside the control of BP. Actual results may differ materially from those expressed in such statements, depending on a variety of factors, including the
specific factors identified in the discussions accompanying such forward-looking statements and other factors discussed elsewhere in this prospectus supplement and
including under "Risk factors" in our Annual Report on Form 20-F for the fiscal year ended December 31, 2012. Factors set out in our Annual Report on Form 20-F for
the fiscal year ended December 31, 2012 are important factors, although not exhaustive, that may cause actual results and developments to differ materially from those
expressed or implied by these forward-looking statements.

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DESCRIPTION OF NOTES
This section outlines the specific financial and legal terms of the notes that are more generally described under "Description of Debt Securities and Guarantees"
beginning on page 21 of the accompanying prospectus. If anything described in this section is inconsistent with the terms described under "Description of Debt
Securities and Guarantees" in the accompanying prospectus, the terms described below shall prevail.
Floating Rate Guaranteed Notes due 2018 (the "2018 floating rate notes")

·
Issuer: BP Capital U.K.

·
Title: Floating Rate Guaranteed Notes due 2018.

·
Total principal amount being issued: $250,000,000.

·
Issuance date: May 10, 2013.

·
Maturity date: May 10, 2018.

·
Day count: Actual/360.

·
Day count convention: Modified following. If any interest payment date falls on a day that is not a business day, that interest payment date will be

postponed to the next succeeding business day unless that business day is in the next succeeding calendar month, in which case the interest payment date
will be the immediately preceding business day.

·
Interest rate: The interest rate for the first interest period will be the 3-month U.S. dollar London Interbank Offered Rate ("U.S. dollar LIBOR"), as

determined on May 8, 2013, plus the spread (as described below). Thereafter, the interest rate for any interest period will be U.S. dollar LIBOR, as
determined on the applicable interest determination date, plus the spread. The interest rate will be reset quarterly on each interest reset date.

·
Date interest starts accruing: May 10, 2013.

·
Interest payment dates: Each February 10, May 10, August 10 and November 10, subject to the day count convention.

·
First interest due date: August 10, 2013.

·
Spread: 0.510%.

·
Interest reset dates: The interest reset date for each interest period other than the first interest period will be the first day of such interest period, subject

to the day count convention.

·
Interest periods: The period beginning on, and including an interest payment date and ending on, but not including, the following interest payment date;

provided that the first interest period will begin on May 10, 2013, and will end on, but not include, the first interest payment date.

·
Interest determination date: The interest determination date relating to a particular interest reset date will be the second London business day preceding

such interest reset date.

·
London business day: Any week day on which banking or trust institutions in London are not authorized generally or obligated by law, regulation or

executive order to close.

·
Regular record dates for interest: The 15th calendar day preceding each interest payment date, whether or not such day is a business day.

·
Calculation Agent: The Bank of New York Mellon Trust Company, N.A.

·
Calculation of U.S. dollar LIBOR: The calculation agent will determine U.S. dollar LIBOR in accordance with the following provisions: With respect to

any interest determination date, U.S. dollar LIBOR will be the rate for deposits in U.S. dollars having a maturity of three months commencing on

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the interest reset date that appears on the designated LIBOR page as of 11:00 a.m., London time, on that interest determination date. If no rate appears, U.S.
dollar LIBOR, in respect of that interest determination date, will be determined as follows: the calculation agent will request the principal London offices
of each of four major reference banks in the London interbank market, as selected by the calculation agent (after consultation with us), to provide the
calculation agent with its offered quotation for deposits in U.S. dollars for the period of three months, commencing on the interest reset date, to prime
banks in the London interbank market at approximately 11:00 a.m., London time, on that interest determination date and in a principal amount that is
representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then U.S. dollar LIBOR on that
interest determination date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then U.S. dollar LIBOR on the
interest determination date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on the interest determination
date by three major banks in The City of New York selected by the calculation agent (after consultation with us) for loans in U.S. dollars to leading

European banks, having a three-month maturity and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that
time; provided, however, that if the banks selected by the calculation agent are not providing quotations in the manner described by this sentence, U.S.
dollar LIBOR determined as of that interest determination date will be U.S. dollar LIBOR in effect on that interest determination date. The designated
LIBOR page is the Reuters screen "LIBOR01", or any successor service for the purpose of displaying the London interbank rates of major banks for U.S.
dollars. The Reuters screen "LIBOR01" is the display designated as the Reuters screen "LIBOR01", or such other page as may replace the Reuters screen
"LIBOR01" on that service or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying
London interbank offered rates for U.S. dollar deposits. All calculations made by the calculation agent for the purposes of calculating the interest rates on
the 2018 floating rate notes shall be conclusive and binding on the holders of the 2018 floating rate notes, BP, BP Capital U.K. and the trustee, absent
manifest error.

·
Further issuances: BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue additional 2018
floating rate notes in one or more transactions subsequent to the date of this prospectus supplement with terms (other than the issuance date, issue price
and, possibly, the first interest payment date) identical to the 2018 floating rate notes issued hereby. These additional 2018 floating rate notes will be

deemed part of the same series as the 2018 floating rate notes issued hereby and will provide the holders of these additional 2018 floating rate notes the
right to vote together with holders of the 2018 floating rate notes issued hereby, provided that such additional notes will be issued with no more than de
minimis original issue discount or be part of a "qualified reopening" for U.S. federal income tax purposes.

·
Net proceeds: The net proceeds, before expenses, will be $249,575,000.
1.375% Guaranteed Notes due 2018 (the "2018 fixed rate notes")

·
Issuer: BP Capital U.K.

·
Title: 1.375% Guaranteed Notes due 2018.

·
Total principal amount being issued: $1,250,000,000.

·
Issuance date: May 10, 2013.

·
Maturity date: May 10, 2018.

·
Day count: 30/360.

·
Day count convention: Following Unadjusted.

·
Interest rate: 1.375% per annum.

·
Date interest starts accruing: May 10, 2013.

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·
Interest payment dates: Each May 10 and November 10.

·
First interest due date: November 10, 2013.

·
Regular record dates for interest: The 15th calendar day preceding each interest payment date, whether or not such day is a business day.

·
Optional make-whole redemption: BP Capital U.K. has the right to redeem the 2018 fixed rate notes, in whole or in part, at any time and from time to
time at a redemption price equal to the greater of (i) 100% of the principal amount of the 2018 fixed rate notes to be redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on the 2018 fixed rate notes to be redeemed (not including any portion of
payments of interest accrued and unpaid to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the treasury rate plus 10 basis points, plus in each case accrued and unpaid interest to the date of redemption. For
purposes of determining the optional make-whole redemption price, the following definitions are applicable. "Treasury rate" means, with respect to any
redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the comparable treasury
issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for
such redemption date. "Comparable treasury issue" means the U.S. Treasury security or securities selected by the quotation agent as having an actual or
interpolated maturity comparable to the remaining term of the 2018 fixed rate notes to be redeemed that would be utilized, at the time of selection and in

accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such
notes. "Comparable treasury price" means, with respect to any redemption date, the average of the reference treasury dealer quotations for such
redemption date. "Quotation agent" means one of the reference treasury dealers appointed by BP Capital U.K. "Reference treasury dealer" means Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC and SG Americas Securities, LLC or their affiliates,
each of which is a primary U.S. government securities dealer in the United States (a "primary treasury dealer"), and their respective successors, and one
primary treasury dealer selected by Mitsubishi UFJ Securities (USA), Inc., and two other primary treasury dealers selected by BP Capital U.K., provided,
however, that if any of the foregoing shall cease to be a primary treasury dealer, BP Capital U.K. shall substitute therefor another primary treasury dealer.
"Reference treasury dealer quotations" means with respect to each reference treasury dealer and any redemption date, the average, as determined by the
quotation agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the quotation agent by such reference treasury dealer at 5:00 p.m. New York time on the third business day preceding such redemption date.

·
Further issuances: BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue additional 2018
fixed rate notes in one or more transactions subsequent to the date of this prospectus supplement with terms (other than the issuance date, issue price and,
possibly, the first interest payment date and the date interest starts accruing) identical to the 2018 fixed rate notes issued hereby. These additional 2018

fixed rate notes will be deemed part of the same series as the 2018 fixed rate notes issued hereby and will provide the holders of these additional 2018
fixed rate notes the right to vote together with holders of the 2018 fixed rate notes issued hereby, provided that such additional notes will be issued with no
more than de minimis original issue discount or will be part of a "qualified reopening" for U.S. federal income tax purposes.

·
Net proceeds: The net proceeds, before expenses, will be $1,244,387,500.
2.750% Guaranteed Notes due 2023 (the "2023 notes")

·
Issuer: BP Capital U.K.

·
Title: 2.750% Guaranteed Notes due 2023.

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·
Total principal amount being issued: $1,500,000,000.

·
Issuance date: May 10, 2013.

·
Maturity date: May 10, 2023.

·
Day count: 30/360.

·
Day count convention: Following Unadjusted.

·
Interest rate: 2.750% per annum.

·
Date interest starts accruing: May 10, 2013.

·
Interest payment dates: Each May 10 and November 10.

·
First interest due date: November 10, 2013.

·
Regular record dates for interest: The 15th calendar day preceding each interest payment date, whether or not such day is a business day.

·
Optional make-whole redemption: BP Capital U.K. has the right to redeem the 2023 notes, in whole or in part, at any time and from time to time at a
redemption price equal to the greater of (i) 100% of the principal amount of the 2023 notes to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on the 2023 notes to be redeemed (not including any portion of payments of interest accrued and
unpaid to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the treasury rate plus 20 basis points, plus in each case accrued and unpaid interest to the date of redemption. For purposes of determining the optional
make-whole redemption price, the following definitions are applicable. "Treasury rate" means, with respect to any redemption date, the rate per annum
equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the comparable treasury issue, assuming a price for the
comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.
"Comparable treasury issue" means the U.S. Treasury security or securities selected by the quotation agent as having an actual or interpolated maturity
comparable to the remaining term of the 2023 notes to be redeemed that would be utilized, at the time of selection and in accordance with customary

financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes. "Comparable treasury
price" means, with respect to any redemption date, the average of the reference treasury dealer quotations for such redemption date. "Quotation agent"
means one of the reference treasury dealers appointed by BP Capital U.K. "Reference treasury dealer" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC and SG Americas Securities, LLC or their affiliates, each of which is a primary
U.S. government securities dealer in the United States (a "primary treasury dealer"), and their respective successors, and one primary treasury dealer
selected by Mitsubishi UFJ Securities (USA), Inc., and two other primary treasury dealers selected by BP Capital U.K., provided, however, that if any of
the foregoing shall cease to be a primary treasury dealer, BP Capital U.K. shall substitute therefor another primary treasury dealer. "Reference treasury
dealer quotations" means with respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation agent, of the
bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the quotation
agent by such reference treasury dealer at 5:00 p.m. New York time on the third business day preceding such redemption date.

·
Further issuances: BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue additional 2023
notes in one or more transactions subsequent to the date of this prospectus supplement with terms (other than the issuance date, issue price and, possibly,

the first interest payment date and the date interest starts accruing) identical to the 2023 notes issued hereby. These additional 2023 notes will be deemed
part of the same series as the 2023 notes issued hereby and will provide the holders of these additional 2023 notes the right to vote together with

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holders of the 2023 notes issued hereby, provided that such additional notes will be issued with no more than de minimis original issue discount or will be

part of a "qualified reopening" for U.S. federal income tax purposes.

·
Net proceeds: The net proceeds, before expenses, will be $1,480,470,000.
The following terms apply to each of the notes:

·
Guarantee: Payment of the principal of and interest on the notes is fully guaranteed by BP. For more information about the guarantee, you should read

"Description of Debt Securities and Guarantees" beginning on page 21 of the accompanying prospectus.

·
Denomination: The notes will be issued in denominations of $1,000 and integral multiples of $1,000.

·
Business day: If any interest payment date in respect of the 2018 floating rate notes falls on a day that is not a business day, that interest payment date will
be postponed to the next succeeding business day unless that business day is in the next succeeding calendar month, in which case the interest payment date
will be the immediately preceding business day. If any payment is due in respect of the 2018 fixed rate notes or the 2023 notes on a day that is not a

business day, it will be made on the next following business day, provided that no interest will accrue on the payment so deferred. A "business day" for
these purposes is any weekday on which banking or trust institutions in neither New York nor London are authorized generally or obligated by law,
regulation or executive order to close.

·
Ranking: The notes are unsecured and unsubordinated and will rank equally with all of BP Capital U.K.'s other unsecured and unsubordinated

indebtedness.

·
Payment of additional amounts: Under current law, payments of interest on the 2018 floating rate notes, the 2018 fixed rate notes or the 2023 notes, as
the case may be, may be made without withholding or deduction for or on account of U.K. income tax, and no additional amounts will therefore be

payable, provided that the 2018 floating rate notes, the 2018 fixed rate notes or the 2023 notes, as the case may be, are listed on a "recognised stock
exchange" within the meaning of Section 1005 of the UK Income Tax Act 2007. The New York Stock Exchange is a "recognised stock exchange" at the
date hereof.

·
Form of notes: The notes will be issued as one or more global securities. You should read "Legal Ownership--Global Securities" beginning on page 19

of the accompanying prospectus for more information about global securities.

·
Name of depositary: The Depository Trust Company, commonly referred to as "DTC".

·
Trading through DTC, Clearstream, Luxembourg and Euroclear: Initial settlement for the notes will be made in immediately available funds.
Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC's rules and will be settled in immediately
available funds using DTC's Same-Day Funds Settlement System. Secondary market trading between Clearstream Banking, société anonyme, in

Luxembourg ("Clearstream, Luxembourg"), customers and/or Euroclear Bank S.A./N.V. ("Euroclear") participants will occur in the ordinary way in
accordance with the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear and will be settled using the procedures
applicable to conventional Eurobonds in immediately available funds. For more information about global securities held by DTC through Clearstream,
Luxembourg or Euroclear, you should read "Clearance and Settlement" beginning on page 31 of the accompanying prospectus.

·
Listing: Application will be made to list the notes on the New York Stock Exchange though neither BP Capital U.K. nor BP can guarantee such listing will

be obtained.

·
Redemption: The notes are not redeemable, except as described under "Description of Debt Securities and Guarantees--Optional Tax Redemption" on

page 28 of the accompanying prospectus and as to the 2018 fixed rate notes and the 2023 notes only, as described under "--1.375% Guaranteed Notes due

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2018--Optional make-whole redemption" and "--2.750% Guaranteed Notes due 2023--Optional make-whole redemption," respectively. The provisions

for optional tax redemption described in the prospectus will apply to changes in tax treatments occurring after May 7, 2013. At maturity, the notes will be
repaid at par.

·
Sinking fund: There is no sinking fund.

·
Trustee: BP Capital U.K. will issue the notes under an indenture with The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan

Chase Bank), as trustee, dated as of March 8, 2002, which is referred to on page 21 of the accompanying prospectus, as supplemented by a supplemental
indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, to be entered into on May 10, 2013.

·
Use of proceeds: The net proceeds from the sale of the notes will be used for general corporate purposes, including working capital for BP or other

companies in the BP Group and the repayment of existing borrowings of BP and its subsidiaries.

·
Governing law and jurisdiction: The indenture, the notes and the guarantee are governed by New York law. Any legal proceeding arising out of or based

upon the indenture, the notes or the guarantee may be instituted in any state or federal court in the Borough of Manhattan in New York City, New York.
BP Capital U.K.'s principal executive offices are located at Chertsey Road, Sunbury on Thames, Middlesex TW16 7BP, England.

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GENERAL INFORMATION
Documents Available
BP files annual reports and other reports and information with the Securities and Exchange Commission (the "SEC"). Any document BP files with the SEC may
be read and copied at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. You may obtain more information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. BP's filings are also available to the public at the SEC's website at http://www.sec.gov.
The SEC allows BP to incorporate by reference in the prospectus supplement information contained in documents that BP files with the SEC. The information
that BP incorporates by reference is an important part of this prospectus supplement and the attached prospectus. BP incorporates by reference in this prospectus
supplement the following documents and any future filings that it makes with the SEC under Sections 13(a), 13(c) and 15(d) of the Securities Exchange Act of 1934, as
amended, until the completion of the offerings using this prospectus supplement and the attached prospectus:

·
Annual Report of BP on Form 20-F for the fiscal year ended December 31, 2012 dated March 6, 2013.

·
The Reports on Form 6-K filed with the SEC on the following dates, each of which indicates on its cover that it is incorporated by reference: April 30,

2013, May 3, 2013 and May 6, 2013.
The information that BP files with the SEC, including future filings, automatically updates and supersedes information in documents filed at earlier dates. All
information appearing in this prospectus supplement is qualified in its entirety by the information and financial statements, including the notes, contained in the
documents that are incorporated by reference in this prospectus supplement.
The Annual Report on Form 20-F for the fiscal year ended December 31, 2012 of BP contains a summary description of BP's business and audited consolidated
financial statements with a report by our independent registered public accounting firm. The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and IFRS as adopted by the European Union
(EU). IFRS as adopted by the EU differs in certain respects from IFRS as issued by the IASB; however, the differences have no impact on the group's consolidated
financial statements for the years presented.
You may request a copy of the filings referred to above, excluding the exhibits to such filings, at no cost, by writing or telephoning BP at the following address:
BP p.l.c.
1 St. James' Square
London SW1Y 4PD
United Kingdom
Tel. No.: +44 (0) 20 7496 4000
You should rely only on the information that BP Capital U.K. and BP incorporate by reference or provide in this prospectus supplement or the accompanying
prospectus. Neither BP Capital U.K. nor BP have authorized anyone to provide you with different information. BP Capital U.K. is not making an offer of these debt
securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as
of any date other than the date on the front of those documents. Furthermore, each document incorporated by reference is current only as of the date of such document,
and the incorporation by reference of such documents shall not create any implication that there has been no change in the affairs of BP Capital U.K. or BP since the
date thereof or that the information contained therein is current as of any time subsequent to its date.

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