Obligation BP Capital Markets PLC 3.119% ( US05565QDB14 ) en USD

BP Capital Markets PLC

99.664 % ⇌

Royaume-uni

US05565QDB14 ( en USD )

3.119% par an ( paiement semestriel )

03/05/2026

Prospectus brochure de l'obligation BP Capital Markets PLC US05565QDB14 en USD 3.119%, échéance 03/05/2026

1 000 USD

251 423 000 USD

05565QDB1

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

04/11/2024 ( Dans 171 jours )

L'Obligation émise par BP Capital Markets PLC ( Royaume-uni ) , en USD, avec le code ISIN US05565QDB14, paye un coupon de 3.119% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/05/2026

L'Obligation émise par BP Capital Markets PLC ( Royaume-uni ) , en USD, avec le code ISIN US05565QDB14, 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 US05565QDB14, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B5 1 d181175d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee (1)
1.676% Guaranteed Notes due 2019

$1,250,000,000

$125,875
Guarantees of 1.676% Guaranteed Notes due 2019

--

(2)
3.119% Guaranteed Notes due 2026

$750,000,000

$75,525
Guarantees of 3.119% Guaranteed Notes due 2026

--

(2)

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to Rule 457(p) under
the Securities Act, $1,411,830 of unused filing fees paid in connection with Registration Statement (Nos. 333-201894 and 333-201894-01),
filed on February 5, 2015, as amended, and $2,161,940 of unused filing fees paid in connection with Registration Statement (Nos. 333-
179953 and 333-179953-01), filed on March 7, 2012 was carried forward to be offset against future registration fees payable under
Registration Statement (Nos. 208478 and 333-208478-01), filed by the registrant on December 11, 2015. The $201,400 registration fee
relating to the securities offered by this prospectus supplement is hereby offset against the $3,573,770 of unused registration fees available
for offset as of this date. Accordingly, no filing fee is paid herewith, and $3,372,370 remains available for future fees.
(2)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Nos.: 333-208478
and 333-208478-01
Prospectus Supplement
April 28, 2016
(To prospectus dated December 11, 2015)

BP Capital Markets p.l.c.
$750,000,000 1.676% Guaranteed Notes due 2019
$1,250,000,000 3.119% Guaranteed Notes due 2026
Payment of the principal of and interest on the notes is fully guaranteed by
BP p.l.c.

The 1.676% guaranteed notes due 2019 (the "2019 notes") will bear interest at the rate of 1.676% per year. The 3.119% guaranteed notes due 2026 (the "2026
notes" and, together with the 2019 notes, the "notes") will bear interest at the rate of 3.119% per year. BP Capital Markets p.l.c. will pay interest on the 2019
notes on each May 3 and November 3, commencing on November 3, 2016. BP Capital Markets p.l.c. will pay interest on the 2026 notes on each May 4 and
November 4, commencing on November 4, 2016. The 2019 notes will mature on May 3, 2019. The 2026 notes will mature on May 4, 2026. If any payment is
due in respect of the 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.
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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 53 of BP's 2015 Annual Report on Form 20-F.

Per 2019
Total for
Per 2026
Total for

Note
2019 Notes
Note
2026 Notes

Public Offering Price (1)

100.000%
$750,000,000
100.000%
$1,250,000,000
Underwriting Discount

0.125%
$
937,500

0.300%
$
3,750,000
Proceeds, before expenses, to BP Capital Markets p.l.c.

99.875%
$749,062,500
99.700%
$1,246,250,000

(1) Interest on the notes will accrue from May 4, 2016.

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 4,
2016.

Joint Book-Running Managers

Citigroup
Deutsche Bank Securities
HSBC
J.P. Morgan Mizuho Securities
MUFG
Table of Contents
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
In order to utilize the `safe harbor' provisions of the United States Private Securities Litigation Reform Act of 1995 (the `PSLRA'), BP is
providing the following cautionary statement. 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 BP's Annual Report on Form 20-F for the
fiscal year ended December 31, 2015. Factors set out in BP's Annual Report on Form 20-F for the fiscal year ended December 31, 2015 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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Table of Contents
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 10 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.
1.676% Guaranteed Notes due 2019 (the "2019 notes")

· Issuer: BP Capital U.K.

· Title: 1.676% Guaranteed Notes due 2019

· Total principal amount being issued: $750,000,000

· Issuance date: May 4, 2016

· Maturity date: May 3, 2019

· Day count: 30/360

· Day count convention: Following Unadjusted

· Interest rate: 1.676% per annum

· Date interest starts accruing: May 4, 2016

· Interest payment dates: Each May 3 and November 3, subject to the day count convention.

· First interest payment date: November 3, 2016

· 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 2019 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 2019 notes to be redeemed and (ii) the
sum of the present values of the remaining scheduled payments of principal and interest on the 2019 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 12.5 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 2019 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 Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC
Securities (USA) Inc., J.P. Morgan Securities LLC and Mizuho Securities USA Inc. 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 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

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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.
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Prospectus Supplement

· 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 2019 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 2019 notes

issued hereby. These additional 2019 notes will be deemed part of the same series as the 2019 notes issued hereby and will provide the
holders of these additional 2019 notes the right to vote together with holders of the 2019 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 $749,062,500.
3.119% Guaranteed Notes due 2026 (the "2026 notes")

· Issuer: BP Capital U.K.

· Title: 3.119% Guaranteed Notes due 2026

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

· Issuance date: May 4, 2016

· Maturity date: May 4, 2026

· Day count: 30/360

· Day count convention: Following Unadjusted

· Interest rate: 3.119% per annum

· Date interest starts accruing: May 4, 2016

· Interest payment dates: Each May 4 and November 4, subject to the day count convention.

· First interest payment date: November 4, 2016

· 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: Prior to February 4, 2026 (the date that is three months prior to the scheduled maturity date for the
2026 notes), BP Capital U.K. has the right to redeem the 2026 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 2026 notes to be redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on the 2026 notes to be redeemed that would be due if
such notes matured on February 4, 2026 (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. On or after February 4, 2026 (the date
that is three months prior to the scheduled maturity date for the 2026 notes), BP Capital U.K. has the right to redeem the 2026 notes, in
whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the 2026 notes to be
redeemed , plus accrued and unpaid interest, if any, thereon to, but excluding, the date of redemption. For purposes of

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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 2026
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
Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Mizuho
Securities USA Inc. or their affiliates, each of which is a primary U.S. government securities dealer in the United States (a "primary
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Prospectus Supplement
treasury dealer"), and their respective successors, 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 2026 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 2026 notes

issued hereby. These additional 2026 notes will be deemed part of the same series as the 2026 notes issued hereby and will provide the
holders of these additional 2026 notes the right to vote together with holders of the 2026 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 $1,246,250,000.
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 10 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 payment is due in respect of the 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 week day 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 2019 notes or the 2026 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 2019 notes or

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the 2026 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: Each series of notes will be issued as one or more global securities. You should read "Legal Ownership--Global

Securities" beginning on page 8 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 21 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 17 of the accompanying prospectus and as described herein under "--1.676% Guaranteed Notes due 2019--

Optional make-whole redemption" and "--3.119% Guaranteed Notes due 2026--Optional make-whole redemption," respectively. The
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provisions for optional tax redemption described in the prospectus will apply to changes in tax treatments occurring after April 28,
2016. 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 10 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 4, 2016.

· 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, 2015 dated March 4, 2016.

· The Report on Form 6-K filed with the SEC on the following date, which indicates on its cover that it is incorporated by reference:

April 26, 2016.
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, 2015 of BP contains a summary description of BP's business and
audited consolidated financial statements with a report by BP's 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
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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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Notices
As long as the notes are issued in global form, notices to be given to holders of the notes will be given to DTC, in accordance with its
applicable procedures from time to time.
Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of
any notice given to another holder.
Clearance Systems
The notes have been accepted for clearance through the DTC, Euroclear and Clearstream, Luxembourg systems. The 2019 notes have the
following codes: CUSIP 05565QDC9 and ISIN US05565QDC96. The 2026 notes have the following codes: CUSIP 05565QDB1 and ISIN
US05565QDB14.

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CAPITALIZATION AND INDEBTEDNESS
The following table shows the unaudited consolidated capitalization and indebtedness of the BP Group as of March 31, 2016 in accordance
with IFRS:

As of

March 31, 2016

(US$ millions)
Share capital

Capital shares (1)-(2)

5,088
Paid-in surplus (3)

11,608
Merger reserve (3)

27,206
Treasury shares

(18,635)
Available-for-sale investments

2
Cash flow hedges

(845)
Foreign currency translation reserve

(6,455)
Profit and loss account

78,061
BP shareholders' equity

96,030

Finance debt (4)-(6)

Due within one year

4,440
Due after more than one year

49,572

Total finance debt

54,012

Total Capitalization (7)

150,042

(1)
Issued share capital as of March 31, 2016 comprised 18,642,562,597 ordinary shares, par value US$0.25 per share, and 12,706,252
preference shares, par value £1 per share. This excludes 1,620,571,092 ordinary shares which have been bought back and are held in treasury
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by BP. These shares are not taken into consideration in relation to the payment of dividends and voting at shareholders' meetings.
(2)
Capital shares represent the ordinary and preference shares of BP which have been issued and are fully paid.
(3)
Paid-in surplus and merger reserve represent additional paid-in capital of BP which cannot normally be returned to shareholders.
(4)
Finance debt recorded in currencies other than US dollars has been translated into US dollars at the relevant exchange rates existing on
March 31, 2016.
(5)
Obligations under finance leases are included within finance debt in the above table.
(6)
As of March 31, 2016, the parent company, BP p.l.c., had outstanding guarantees totalling $51,731 million, of which $51,701 million related
to guarantees in respect of liabilities of subsidiary undertakings, including $50,057 million relating to finance debt of subsidiaries. Thus 93%
of the Group's finance debt had been guaranteed by BP p.l.c. At March 31, 2016, $133 million of finance debt was secured by the pledging of
assets. The remainder of finance debt was unsecured.
(7)
There has been no material change since March 31, 2016 in the consolidated capitalization and indebtedness of BP.

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UNITED STATES TAXATION
The notes will not be issued with original issue discount and accordingly will not be subject to the special U.S. federal income tax
considerations applicable to original issue discount securities. For a discussion of the U.S. tax considerations applicable to the notes, please review
the section entitled "Tax Considerations--United States Taxation" in the accompanying prospectus.

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UNITED KINGDOM TAXATION
This section supplements the discussion under "Taxation Considerations--United Kingdom Taxation" in the accompanying prospectus.
Qualifying Private Placements
The U.K. government has introduced a further exemption from withholding on interest payments for "qualifying private placements", which
may apply to interest payments on the notes if the notes are not or cease to be listed on a "recognised stock exchange" (as defined in section 1005
of the Income Tax Act 2007) and certain other conditions are met, including the provision of a certificate by the person beneficially entitled to the
interest. This certificate would need to certify that the person was beneficially entitled to the interest for genuine commercial reasons and that it
was resident in a "qualifying territory", as defined in section 173 of the Taxation (International and Other Provisions) Act 2010. Subject to
designation to the contrary, a territory is a "qualifying territory" if it has entered double taxation arrangements with the U.K. containing a non-
discrimination provision as prescribed in that section.
Financial Transaction Tax
The financial transaction tax ("FTT") proposed by the European Commission was not implemented on January 1, 2016. The timing of further
negotiations between the participating member states of the European Union and the implementation of the FTT is currently unclear.
In addition, Estonia has since announced that it will not participate in the FTT.
For further details on the possible impact of the FTT on the ownership and disposition of the notes, see pages 39-40 of the accompanying
prospectus.

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UNDERWRITING
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Prospectus Supplement
Each underwriter named below has severally agreed, subject to the terms and conditions of the Purchase Agreement with BP Capital U.K. and
BP, dated the date of this prospectus supplement, to purchase the principal amount of notes set forth below opposite its name. The underwriters are
committed to purchase all of the notes if any notes are purchased.

Principal Amount of
Principal Amount of
Underwriter

2019 Notes

2026 Notes

Citigroup Global Markets Inc.

$
125,000,000
$
208,334,000
Deutsche Bank Securities Inc.

$
125,000,000
$
208,334,000
HSBC Securities (USA) Inc.

$
125,000,000
$
208,333,000
J.P. Morgan Securities LLC

$
125,000,000
$
208,333,000
Mitsubishi UFJ Securities (USA), Inc.

$
125,000,000
$
208,333,000
Mizuho Securities USA Inc.

$
125,000,000
$
208,333,000
Total

$
750,000,000
$
1,250,000,000
Each series of notes is a new issue of securities with no established trading market. Application will be made to list the notes on the New
York Stock Exchange, although no assurance can be given that the notes will be listed on the New York Stock Exchange, and if so listed, the
listing does not assure that a trading market for the notes will develop. BP Capital U.K. and BP have been advised by the underwriters that the
underwriters intend to make a market in the notes but are not obligated to do so and may discontinue market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the notes.
BP Capital U.K. and BP have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended.
The underwriters propose to offer the notes initially at the offering price on the cover page of this prospectus supplement. The underwriters
may sell notes to securities dealers at a discount from the initial public offering price of up to 0.075% of the principal amount of the 2019 notes and
up to 0.175% of the principal amount of the 2026 notes. These securities dealers may resell any notes purchased from the underwriters to other
brokers or dealers at a discount from the initial public offering price of up to 0.045% of the principal amount of the 2019 notes and up to 0.125% of
the principal amount of the 2026 notes. If the underwriters cannot sell all the notes at the initial offering price, they may change the offering price
and the other selling terms. The offering of the notes by the underwriters is subject to receipt and acceptance of the notes and subject to each
underwriter's right to reject any order in whole or in part.
The underwriters and their respective affiliates are full-service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment,
hedging, financing and brokerage activities. From time to time certain of the underwriters engage in transactions with BP or its subsidiaries in the
ordinary course of business. Certain of the underwriters have performed investment banking, commercial banking and advisory services for BP in
the past and have received customary fees and expenses for these services, and may do so again in the future. For example, in the ordinary course
of their various businesses, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt
and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of
their customers, and such investment and securities activities may also involve securities and/or instruments of BP or its affiliates. Certain of the
underwriters or their affiliates that have a lending relationship with BP routinely hedge, and certain other of those underwriters or their affiliates
may hedge, their credit exposure to BP consistent with their customary risk management policies. Typically, such underwriters and their affiliates
would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short
positions in BP's securities, including potentially the

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notes. Any such credit default swaps or short positions could adversely affect future trading prices of the notes. The underwriters and their
respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities
or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
In order to facilitate the offering of the notes, the underwriters may engage in transactions that stabilize, maintain or support the price of such
notes, as the case may be, for a limited period after the issue date. Specifically, the underwriters may over-allot in connection with the offering,
creating a short position in the notes for their own account. In addition, to cover over-allotments or to stabilize the price of the notes, the
underwriters may bid for, and purchase, notes in the open market. Any of these activities may stabilize or maintain the market price of the notes
above independent market levels. The underwriters are not required to engage in these activities, and may end any of these activities at any time.
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Prospectus Supplement
We expect that delivery of the Notes will be made to investors on or about May 4, 2016 (such settlement being referred to as "T+4"). Under
Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless
the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities on the day of pricing will be
required, by virtue of the fact that the securities initially will settle in T+4, to specify any alternate settlement cycle at the time of any such trade to
prevent a failed settlement. Purchasers of the securities who wish to make such trades should consult their own advisors.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant
Member State"), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date"), it has not made and will not make an offer of the notes which
are the subject of the offering contemplated by the prospectus as supplemented by this prospectus supplement to the public in that Relevant
Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the notes to the public in
that Relevant Member State:

· to legal entities which are qualified investors as defined in the Prospectus Directive;

· to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining

the prior consent of the relevant underwriter or underwriters nominated by BP Capital U.K. for any such offer; or

· in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes shall require BP Capital U.K. or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus
Directive.
This prospectus supplement has been prepared on the basis that any offer of notes in any Relevant Member State will be made pursuant to an
exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of notes. Accordingly any person making or
intending to make an offer in that Relevant Member State of notes that are the subject of the offering contemplated in the prospectus as
supplemented by this prospectus supplement may only do so in circumstances in which no obligation arises for BP Capital U.K. or any of the
underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither BP Capital U.K. nor any of
the underwriters have authorized, nor do they authorize, the making of any offer of notes in circumstances in which an obligation arises for BP
Capital U.K. or any of the underwriters to publish a prospectus for such offer.

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Each person in a Relevant Member State who receives any communication in respect of, or who acquires any notes under, the offers
contemplated in this prospectus supplement and the prospectus will be deemed to have represented, warranted and agreed to and with each
underwriter and BP Capital U.K. that:

· it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus

Directive; and

· in the case of any notes acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the
notes acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to,

persons in any Relevant Member State other than qualified investors; or (ii) where notes have been acquired by it on behalf of persons
in any Relevant Member State other than qualified investors, the offer of those notes to it is not treated under the Prospectus Directive
as having been made to such persons.
For the purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in any Relevant Member State
means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to
enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by
Directive 2010/73/EU), and includes any relevant implementing measure in each Relevant Member State. Each underwriter has further represented
and agreed that:

· it has complied and will comply with all the applicable provisions of the Financial Services and Markets Act 2000 ("FSMA") with

respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom; and

· it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or

inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue
or sale of any notes in circumstances in which Section 21(1) of the FSMA does not apply to BP Capital U.K. or BP.
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