Obligation BP Capital Markets PLC 2.937% ( US10373QBH20 ) en USD

BP Capital Markets PLC

105.07 % ⇌

Etats-unis

US10373QBH20 ( en USD )

2.937% par an ( paiement semestriel )

05/04/2023 - Obligation échue

Prospectus brochure de l'obligation BP Capital Markets PLC US10373QBH20 en USD 2.937%, échue

1 000 USD

750 000 000 USD

10373QBH2

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

L'Obligation émise par BP Capital Markets PLC ( Etats-unis ) , en USD, avec le code ISIN US10373QBH20, paye un coupon de 2.937% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/04/2023

L'Obligation émise par BP Capital Markets PLC ( Etats-unis ) , en USD, avec le code ISIN US10373QBH20, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par BP Capital Markets PLC ( Etats-unis ) , en USD, avec le code ISIN US10373QBH20, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d908730d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee (1)
2.937% Guaranteed Notes due 2023

$
750,000,000
$
97,350
Guarantees of 2.937% Guaranteed Notes due 2023

--

(2)
3.194% Guaranteed Notes due 2025

$
750,000,000
$
97,350
Guarantees of 3.194% Guaranteed Notes due 2025

--

(2)
3.543% Guaranteed Notes due 2027

$
500,000,000
$
64,900
Guarantees of 3.543% Guaranteed Notes due 2027

--

(2)
3.633% Guaranteed Notes due 2030

$
1,250,000,000
$
162,250
Guarantees of 3.633% Guaranteed Notes due 2030

--

(2)
Total

$
3,250,000,000
$
421,850

(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 $820,350 of unused filing fees paid in connection with Registration Statement (Nos. 333-179953 and 333-
179953-01), filed on March 7, 2012, as amended (and previously transferred onto Registration Statement Nos. 333-201894 and 333-201894-01)
were carried forward to be offset against future registration fees payable under Registration Statement (Nos. 333-226485 and 333-226485-01), filed
by the registrant on August 1, 2018. $1,179,500 of the unused filing fees paid in connection with these registration statements were previously used
and $1,052,680 of unused registration fees are available for offset as of this date. The $421,850 registration fee relating to the securities offered by
this prospectus supplement is hereby offset against the $1,052,680 of unused registration fees available for offset as of this date. Accordingly, no
filing fee is paid herewith, and $630,830 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.: 333-226485 and 333-226485-02
Prospectus Supplement
April 2, 2020
(To prospectus dated August 1, 2018)

BP Capital Markets America Inc.

$750,000,000 2.937% Guaranteed Notes due 2023
$750,000,000 3.194% Guaranteed Notes due 2025
$500,000,000 3.543% Guaranteed Notes due 2027
$1,250,000,000 3.633% Guaranteed Notes due 2030
Payment of the principal of and interest on the notes is fully guaranteed by
BP p.l.c.

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The 2.937% guaranteed notes due 2023 (the "2023 notes") will bear interest at the rate of 2.937% per year. The 3.194% guaranteed notes due 2025 (the "2025 notes") will bear
interest at the rate of 3.194% per year. The 3.543% guaranteed notes due 2027 (the "2027 notes") will bear interest at the rate of 3.543% per year. The 3.633% guaranteed notes
due 2030 (the "2030 notes" and, together with the 2023 notes, the 2025 notes and the 2027 notes, the "notes") will bear interest at the rate of 3.633% per year. BP Capital Markets
America Inc. will pay interest on the notes on each April 6 and October 6, commencing on October 6, 2020. The 2023 notes will mature on April 6, 2023. The 2025 notes will
mature on April 6, 2025. The 2027 notes will mature on April 6, 2027. The 2030 notes will mature on April 6, 2030. 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.
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 3 of the accompanying prospectus and "Risk factors" beginning on page 70 of
BP's 2019 Annual Report on Form 20-F.

Total
Per
for the
Per
Total
Per
Total
Per
2023
2023
2025
for the
2027
for the
2030
Total for the

Note
Notes

Note 2025 Notes
Note 2027 Notes
Note
2030 Notes
Public Offering Price (1)
100.000% $750,000,000 100.000% $750,000,000 100.000% $500,000,000 100.000% $1,250,000,000
Underwriting Discount
0.1875% $
1,406,250
0.255% $
1,912,500
0.360% $
1,800,000
0.450% $
5,625,000
Proceeds, before expenses, to BP Capital
Markets America Inc.
99.8125% $748,593,750 99.745% $748,087,500 99.640% $498,200,000 99.550% $1,244,375,000
(1) Interest on the notes will accrue from April 6, 2020.

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 April 6, 2020.

Joint Book-Running Managers

BNP PARIBAS

BofA Securities

Citigroup

HSBC

J.P. Morgan

Morgan Stanley
Credit Agricole CIB
Goldman Sachs & Co. LLC
MUFG
Santander
SOCIETE
Standard Chartered Bank
NatWest Markets

GENERALE

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 America Inc.'s ("BP Capital America") 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
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424B5
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, 2019.
Factors set out in BP's Annual Report on Form 20-F for the fiscal year ended December 31, 2019 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 12 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.
2.937% Guaranteed Notes due 2023 (the "2023 notes")

·
Issuer: BP Capital America

·
Title: 2.937% Guaranteed Notes due 2023

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

·
Issuance date: April 6, 2020

·
Maturity date: April 6, 2023

·
Day count: 30/360

·
Day count convention: Following Unadjusted

·
Interest rate: 2.937% per annum

·
Date interest starts accruing: April 6, 2020

·
Interest payment dates: April 6 and October 6 of each year, subject to the day count convention.

·
First interest payment date: October 6, 2020

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

·
Optional redemption: BP Capital America 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 40 basis points, plus in either case accrued and unpaid interest to the
date of redemption. For purposes of determining the optional 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 2023 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 America. "Reference treasury dealer" means BNP Paribas Securities Corp.,
BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. 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 two other primary treasury dealers selected by BP Capital America, provided, however, that if any of the foregoing
shall cease to be a primary treasury dealer, BP Capital

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424B5
America 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 America 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 and fungible with the 2023 notes issued hereby and will provide the
holders of these additional 2023 notes the right to vote together with holders of the 2023 notes issued hereby, provided that such additional
2023 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 $748,593,750.
3.194% Guaranteed Notes due 2025 (the "2025 notes")

·
Issuer: BP Capital America

·
Title: 3.194% Guaranteed Notes due 2025

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

·
Issuance date: April 6, 2020

·
Maturity date: April 6, 2025

·
Day count: 30/360

·
Day count convention: Following Unadjusted

·
Interest rate: 3.194% per annum

·
Date interest starts accruing: April 6, 2020

·
Interest payment dates: April 6 and October 6 of each year, subject to the day count convention.

·
First interest payment date: October 6, 2020

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

·
Optional redemption: Prior to March 6, 2025 (the date that is one month prior to the scheduled maturity date for the 2025 notes), BP Capital
America has the right to redeem the 2025 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 2025 notes to be redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the 2025 notes to be redeemed that would be due if such 2025 notes matured on March 6, 2025 (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 45 basis points, plus in either case accrued and
unpaid interest to the date of redemption. On or after March 6, 2025 (the date that is one month prior to the scheduled maturity date for the
2025 notes), BP Capital America has the right to redeem the 2025 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 2025 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 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 2025 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 2025 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 America. "Reference treasury dealer" means BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc.,
HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. 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 two other primary
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treasury dealers selected by BP Capital America, provided, however, that if any of the foregoing shall cease to be a primary treasury dealer,
BP Capital America 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 America may, at its sole option, at any time and without the consent of the then existing note holders issue
additional 2025 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 2025 notes issued hereby.

These additional 2025 notes will be deemed part of the same series as and fungible with the 2025 notes issued hereby and will provide the
holders of these additional 2025 notes the right to vote together with holders of the 2025 notes issued hereby, provided that such additional
2025 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 $748,087,500.
3.543% Guaranteed Notes due 2027 (the "2027 notes")

·
Issuer: BP Capital America

·
Title: 3.543% Guaranteed Notes due 2027

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

·
Issuance date: April 6, 2020

·
Maturity date: April 6, 2027

·
Day count: 30/360

·
Day count convention: Following Unadjusted

·
Interest rate: 3.543% per annum

·
Date interest starts accruing: April 6, 2020

·
Interest payment dates: April 6 and October 6 of each year, subject to the day count convention.

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·
First interest payment date: October 6, 2020

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

·
Optional redemption: Prior to February 6, 2027 (the date that is two months prior to the scheduled maturity date for the 2027 notes), BP
Capital America has the right to redeem the 2027 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 2027 notes to be redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the 2027 notes to be redeemed that would be due if such 2027 notes matured on February 6,
2027 (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 45 basis points, plus in either case
accrued and unpaid interest to the date of redemption. On or after February 6, 2027 (the date that is two months prior to the scheduled
maturity date for the 2027 notes), BP Capital America has the right to redeem the 2027 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 2027 notes to be redeemed, plus accrued and unpaid interest, if
any, thereon to, but excluding, the date of redemption. For purposes of determining the optional 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 2027 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 2027 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 America. "Reference treasury dealer" means BNP
Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC,
Morgan Stanley & Co. 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 two other primary treasury dealers selected by BP Capital America, provided, however,
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that if any of the foregoing shall cease to be a primary treasury dealer, BP Capital America 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 America may, at its sole option, at any time and without the consent of the then existing note holders issue
additional 2027 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 2027 notes issued hereby.

These additional 2027 notes will be deemed part of the same series as and fungible with the 2027 notes issued hereby and will provide the
holders of these additional 2027 notes the right to vote together with holders of the 2027 notes issued hereby, provided that such additional
2027 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 $498,200,000.

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Table of Contents
3.633% Guaranteed Notes due 2030 (the "2030 notes")

·
Issuer: BP Capital America

·
Title: 3.633% Guaranteed Notes due 2030

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

·
Issuance date: April 6, 2020

·
Maturity date: April 6, 2030

·
Day count: 30/360

·
Day count convention: Following Unadjusted

·
Interest rate: 3.633% per annum

·
Date interest starts accruing: April 6, 2020

·
Interest payment dates: April 6 and October 6 of each year, subject to the day count convention.

·
First interest payment date: October 6, 2020

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

·
Optional redemption: Prior to January 6, 2030 (the date that is three months prior to the scheduled maturity date for the 2030 notes), BP
Capital America has the right to redeem the 2030 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 2030 notes to be redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the 2030 notes to be redeemed that would be due if such 2030 notes matured on January 6,
2030 (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 45 basis points, plus in either case
accrued and unpaid interest to the date of redemption. On or after January 6, 2030 (the date that is three months prior to the scheduled
maturity date for the 2030 notes), BP Capital America has the right to redeem the 2030 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 2030 notes to be redeemed, plus accrued and unpaid interest, if
any, thereon to, but excluding, the date of redemption. For purposes of determining the optional 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 2030 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 2030 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 America. "Reference treasury dealer" means BNP
Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC,
Morgan Stanley & Co. 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 two other primary treasury dealers selected by BP Capital America, provided, however,
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that if any of the foregoing shall cease to be a primary treasury dealer, BP Capital America shall substitute therefor another primary treasury
dealer. "Reference treasury dealer

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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 America may, at its sole option, at any time and without the consent of the then existing note holders issue
additional 2030 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 2030 notes issued hereby.

These additional 2030 notes will be deemed part of the same series as and fungible with the 2030 notes issued hereby and will provide the
holders of these additional 2030 notes the right to vote together with holders of the 2030 notes issued hereby, provided that such additional
2030 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 $1,244,375,000.
The following terms apply to the notes:

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

should read "Description of Debt Securities and Guarantees" beginning on page 12 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 America's other unsecured and

unsubordinated indebtedness.

·
Payment of additional amounts: In the event that BP is required to withhold any taxes by the laws of the jurisdiction in which BP is
incorporated from a payment under the guarantees, BP will be required, subject to certain exceptions, to pay you an additional amount so that
the net amount you receive is the amount specified in the notes to which you are entitled. For further details, see "Description of Debt
Securities and Guarantees--Payment of Additional Amounts" on pages 18-19 of the accompanying prospectus. In addition to the exceptions

to the obligation to pay additional amounts set out under "Description of Debt Securities and Guarantees--Payment of Additional Amounts"
on pages 18-19 of the accompanying prospectus, BP will not have to pay additional amounts which would not have been imposed but for the
existence of any present or former connection between you and the taxing jurisdiction or any political subdivision or territory or possession
thereof or area subject to its jurisdiction, including, without limitation, your being or having been a citizen or resident thereof or being or
having been present or engaged in trade or business therein or having or having had a permanent establishment therein.

·
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 10 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

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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,
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Luxembourg or Euroclear, you should read "Clearance and Settlement" beginning on page 22 of the accompanying prospectus.

·
Listing: Application will be made to list the notes on the New York Stock Exchange though neither BP Capital America 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 19 of the accompanying prospectus and as described herein under "-- 2.937% Guaranteed Notes due 2023 --Optional

Redemption", "-- 3.194% Guaranteed Notes due 2025--Optional Redemption", "-- 3.543% Guaranteed Notes due 2027 --Optional
Redemption" and "-- 3.633% Guaranteed Notes due 2030 --Optional Redemption", respectively. The provisions for optional tax redemption
described in the prospectus will apply to changes in tax treatments occurring after April 2, 2020. At maturity, the notes will be repaid at par.

·
Sinking fund: There is no sinking fund.

·
Trustee: BP Capital America 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 June 4, 2003, which is referred to on page 12 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 April
6, 2020.

·
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 guarantees are governed by New York law. Any legal proceeding arising

out of or based upon the indenture, the notes or the guarantees may be instituted in any state or federal court in the Borough of Manhattan in
New York City, New York.
BP Capital America's principal executive offices are located at 501 Westlake Park Boulevard, Houston, Texas 77079.

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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"). 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, 2019, dated March 18, 2020 (the "2019 Form 20-F");

·
Amendment No. 1 to the 2019 Form 20-F, dated March 27, 2020; and

·
The Report on Form 6-K filed with the SEC on April 1, 2020, which indicates on its cover that it is incorporated by reference.
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, 2019 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
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Tel. No.: +44 (0) 20 7496 4000

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This prospectus supplement, the accompanying prospectus and any free-writing prospectus that BP Capital America and BP prepare or authorize
contain and incorporate by reference information that you should consider when making your investment decision. Neither BP Capital America nor BP
have authorized anyone to provide you with different information. BP Capital America 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 America or
BP since the date thereof or that the information contained therein is current as of any time subsequent to its date.
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 2023 notes have the following
codes: CUSIP 10373Q BH2 and ISIN US10373QBH20. The 2025 notes have the following codes: CUSIP 10373Q BJ8 and ISIN US10373QBJ85. The
2027 notes have the following codes: CUSIP 10373Q BK5 and ISIN US10373QBK58. The 2030 notes have the following codes: CUSIP 10373Q BL3 and
ISIN US10373QBL32.

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CAPITALIZATION AND INDEBTEDNESS
The following table shows the unaudited consolidated capitalization and indebtedness of the BP Group as of December 31, 2019 in accordance with
IFRS:

As of December 31,

2019

(US$ millions)

Share capital and reserves

Capital shares (1)-(2)

5,404
Paid-in surplus (3)

13,915
Merger reserve (3)

27,206
Treasury shares

(14,412)
Cash flow hedge reserve

(752)
Costs of hedging reserve

(160)
Foreign currency translation reserve

(6,495)
Profit and loss account

73,706
BP shareholders' equity

98,412

Finance debt and lease liabilities (4)-(6)

Lease liabilities due within one year

2,067
Finance debt due within one year

10,487
Lease liabilities due after more than one year

7,655
Finance debt due after more than one year

57,237
Total finance debt and lease liabilities

77,446

Total (7)

175,858

(1)
Issued share capital as of December 31, 2019 comprised 20,372,762,750 ordinary shares, par value US$0.25 per share, and 12,706,252 preference
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shares, par value £1 per share. This excludes 1,163,077,064 ordinary shares which have been bought back and are held in treasury 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 and lease liabilities recorded in currencies other than US dollars has been translated into US dollars at the relevant exchange rates
existing on December 31, 2019.

(5)
Finance debt and lease liabilities presented in the table above consists of borrowings and obligations under finance leases. This includes one hundred
percent of lease liabilities for joint operations where BP is the only party with the legal obligation to make lease payments to the lessor. Other
contractual obligations are not presented in the table above -- see BP Annual Report and Form 20-F 2018 Liquidity and capital resources for
further information.

(6)
At December 31, 2019, the parent company, BP p.l.c., had issued guarantees totalling $64,280 million relating to finance debt of subsidiaries. Thus
95% of the group's finance debt had been guaranteed by BP p.l.c. At December 31, 2019, $164 million of finance debt was secured by the pledging
of assets. The remainder of finance debt was unsecured.

(7)
At December 31, 2019 the group had issued third-party guarantees under which amounts outstanding, incremental to amounts recognized on the
group balance sheet, were $681 million in respect of the borrowings of equity-accounted entities and $494 million in respect of the borrowings of
other third parties.

(8)
There has been no material change since December 31, 2019 in the consolidated capitalization and indebtedness of BP, except in respect of the
issuance of $2,000 million $3.000% guaranteed notes due 2050.

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UNITED STATES TAXATION
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.
The notes will not be issued with more than de minimis original issue discount for U.S. federal income tax purposes and accordingly will not be
subject to the special U.S. federal income tax considerations applicable to original issue discount securities.
The accompanying prospectus states under "Tax Considerations--United States Taxation--BP Capital America--FATCA Withholding" that
payments of gross proceeds from a sale or other disposition of debt securities could be subject to FATCA withholding if such disposition occurs on or after
January 1, 2019. However, on December 13, 2018, the IRS issued proposed regulations, upon which taxpayers can rely, that eliminate FATCA withholding
on gross proceeds.
The accompanying prospectus states under "Tax Considerations--United States Taxation--United States Holders" that U.S. holders that use an
accrual method of accounting for tax purposes ("accrual method holders") generally are required to include certain amounts in income no later than the
time such amounts are reflected on certain financial statements (the "book/tax conformity rule"). Currently proposed regulations generally would exclude,
among other items, original issue discount and market discount (in either case, whether or not de minimis) from the applicability of the book/tax conformity
rule. Although the proposed regulations generally will not be effective until taxable years beginning after the date on which they are issued in final form,
taxpayers generally are permitted to elect to rely on their provisions currently. Accrual method holders should consult with their tax advisors regarding the
potential applicability of the book/tax conformity rule to their particular situation.

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UNITED KINGDOM TAXATION
Application will be made to list the notes on the New York Stock Exchange, which is a "recognised stock exchange" as defined in Section 1005 of
the Income Tax Act 2007. For a discussion of the U.K. tax considerations applicable to the notes, please review the section entitled "Tax Considerations--
United Kingdom Taxation" in the accompanying prospectus.

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Document Outline

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