Bond BP Global 3.2% ( US05565QBQ01 ) in USD

BP Global

100 % ⇌

United Kingdom

US05565QBQ01 ( in USD )

3.2% per year ( payment 2 times a year)

11/03/2016 - Bond has expired

Prospectus brochure of the bond BP PLC US05565QBQ01 in USD 3.2%, expired

1 000 USD

1 600 000 000 USD

05565QBQ0

A- ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

BP plc is a British multinational oil and gas company headquartered in London, engaged in exploration, production, refining, and distribution of petroleum products, as well as renewable energy sources.

This bond, identified by ISIN US05565QBQ01 and CUSIP 05565QBQ0, was issued in the United Kingdom by BP PLC, a prominent multinational energy company globally recognized for its extensive operations in oil and gas exploration, production, refining, and marketing, with this particular USD-denominated instrument carrying an annual interest rate of 3.2%, paying semi-annually, having a total issue size of $1,600,000,000 and a minimum purchase size of $1,000, which traded at 100% of its face value prior to its maturity on March 11, 2016, and has since been fully redeemed, having maintained investment-grade credit ratings of A- from Standard & Poor's (S&P) and A2 from Moody's throughout its lifecycle.

Prospectus Supplement
424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Nos.: 333-157906 and
333-157906-01

CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee (1)
Floating Rate Guaranteed Notes due 2014

$700,000,000

$81,270
Guarantees of Floating Rate Guaranteed Notes due 2014

--

(2)
3.20% Guaranteed Notes due 2016

$1,600,000,000
$185,760
Guarantees of 3.20% Guaranteed Notes due 2016

--

(2)
4.742% Guaranteed Notes due 2021

$1,400,000,000
$162,540.00
Guarantees of 4.742% Guaranteed Notes due 2021

--

(2)

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.
Table of Contents
Prospectus Supplement
March 8, 2011
(To prospectus dated March 13, 2009)

BP Capital Markets p.l.c.
$700,000,000 Floating Rate Guaranteed Notes due 2014
$1,600,000,000 3.20% Guaranteed Notes due 2016
$1,400,000,000 4.742% Guaranteed Notes due 2021
Payment of the principal of and interest on the notes is fully guaranteed by
BP p.l.c.

The floating rate guaranteed notes due 2014 (the "2014 notes") will bear interest at a floating rate equal to the three-month U.S. dollar LIBOR rate
plus 0.60%. The 3.20% guaranteed notes due 2016 (the "2016 notes") will bear interest at the rate of 3.20% per year. The 4.742% guaranteed notes
due 2021 (the "2021 notes" and, together with the 2014 notes and the 2016 notes, the "notes") will bear interest at the rate of 4.742% per year. BP
Capital Markets p.l.c. will pay interest on the 2014 notes on each March 11, June 11, September 11 and December 11, subject to the day count
convention. The first such payment will be made on June 11, 2011. BP Capital Markets p.l.c. will pay interest on the 2016 notes and the 2021 notes
on each March 11 and September 11, commencing on September 11, 2011. The 2014 notes will mature on March 11, 2014. The 2016 notes will
mature on March 11, 2016. The 2021 notes will mature on March 11, 2021.

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
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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 27 of BP's 2010 Annual Report on Form 20-F.

Total for
Per
Total for
Per
Per
Total for

2014 Notes
2014 Note

2016 Notes

2016 Note

2021 Note

2021 Notes

Public Offering Price (1)

$700,000,000
100% $1,598,528,000 99.908%
100% $1,400,000,000
Underwriting Discount

$
875,000 0.125% $
2,720,000
0.17%
0.30% $
4,200,000
Proceeds, before expenses, to BP Capital Markets
p.l.c.

$699,125,000 99.875% $1,595,808,000 99.738% 99.70% $1,395,800,000

(1) Interest on the notes will accrue from March 11, 2011.

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 March 11, 2011.

Joint Book-Running Managers

BNP PARIBAS

Citi

Credit Suisse

Morgan Stanley

RBS
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, 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 including under "Risk factors" in our Annual Report on Form 20-F for the fiscal
year ended December 31, 2010. Factors set out in our Annual Report on Form 20-F for the fiscal year ended December 31, 2010 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
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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.

Floating Rate Guaranteed Notes due 2014 (the "2014 notes")

· Issuer: BP Capital U.K.

· Title: Floating Rate Guaranteed Notes due 2014.

· Total principal amount being issued: $700,000,000.

· Issuance date: March 11, 2011.

· Maturity date: March 11, 2014.

· 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 March 9, 2011, 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: March 11, 2011.

· Interest payment dates: Each March 11, June 11, September 11 and December 11, subject to the day count convention.

· First interest due date: June 11, 2011.

· Spread: 0.60%

· 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 March 11, 2011, 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 the

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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
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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 2014 notes shall be conclusive and
binding on the holders of 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 2014 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 2014 notes issued hereby. These additional 2014 notes will

be deemed part of the same series as the 2014 notes issued hereby and will provide the holders of these additional 2014 notes the right to
vote together with holders of the 2014 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 $699,125,000.

3.20% Guaranteed Notes due 2016 (the "2016 notes")

· Issuer: BP Capital U.K.

· Title: 3.20% Guaranteed Notes due 2016.

· Total principal amount being issued: $1,600,000,000.

· Issuance date: March 11, 2011.

· Maturity date: March 11, 2016.

· Day count: 30/360.

· Day count convention: Following Unadjusted.

· Interest rate: 3.20% per annum.

· Date interest starts accruing: March 11, 2011.

· Interest payment dates: Each March 11 and September 11.

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· First interest due date: September 11, 2011.

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

· 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 2016 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 2016 notes issued hereby.

These additional 2016 notes will be deemed part of the same series as the 2016 notes issued hereby and will provide the holders of these
additional 2016 notes the right to vote together with holders of the 2016 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 $1,595,808,000.

4.742% Guaranteed Notes due 2021 (the "2021 notes")

· Issuer: BP Capital U.K.

· Title: 4.742% Guaranteed Notes due 2021.

· Total principal amount being issued: $1,400,000,000.

· Issuance date: March 11, 2011.

· Maturity date: March 11, 2021.

· Day count: 30/360.

· Day count convention: Following Unadjusted.

· Interest rate: 4.742% per annum.
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· Date interest starts accruing: March 11, 2011.

· Interest payment dates: Each March 11 and September 11.

· First interest due date: September 11, 2011.

· 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 2021 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 2021 notes to be redeemed and (ii) the
sum of the present values of the remaining scheduled payments of principal and interest on the 2021 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 2021 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

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such redemption date. "Quotation agent" means one of the reference treasury dealers appointed by BP Capital U.K. "Reference treasury
dealer" means BNP Paribas Securities Corp. and Citigroup Global Markets Inc. or their affiliates which are primary U.S. government
securities dealers, and their respective successors, and two other primary U.S. government securities dealers selected by BP Capital U.K.,
provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (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 2021 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 2021 notes issued hereby.

These additional 2021 notes will be deemed part of the same series as the 2021 notes issued hereby and will provide the holders of these
additional 2021 notes the right to vote together with holders of the 2021 notes issued hereby, provided that such additional 2021 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 $1,395,800,000.

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 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 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 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 notes 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
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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 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 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

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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 22 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 19 of the accompanying prospectus and as to the 2021 notes only, as described under "--4.742% Guaranteed Notes

due 2021--Optional make-whole redemption". The provisions for optional tax redemption described therein will apply to changes in tax
treatments occurring after March 11, 2011. 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 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
March 11, 2011.

· 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 document 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, 2010 dated March 2, 2011.

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· The Report on Form 6-K filed with the SEC on March 8, 2011.

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 is incorporated by reference in this prospectus supplement.

The Annual Report on Form 20-F for the fiscal year ended December 31, 2010 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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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 2014 notes have the
following codes: CUSIP 05565QBS6 and ISIN US05565QBS66. The 2016 notes have the following codes: CUSIP 05565QBQ0 and ISIN
US05565QBQ01. The 2021 notes have the following codes: CUSIP 05565QBR8 and ISIN US05565QBR83.

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RATIO OF EARNINGS TO FIXED CHARGES
(unaudited)

Years ended December 31,

2010
2009
2008
2007
2006
For the BP Group in accordance with IFRS(1)
-- 11.7 14.4 13.2 17.2

Fixed charges for all computations consist of interest (including capitalized interest) on all indebtedness, amortization of debt discount and expense
and that portion of rental expense representative of the interest factor.
(1) Earnings consist of profit before taxation, after eliminating the BP Group's share of undistributed income of equity-accounted entities, plus
fixed charges.
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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, 2010 in
accordance with IFRS:

As of
December 31,

2010

(US$ millions)
Share capital

Capital shares (1)-(3)

5,183
Paid-in surplus (4)

11,059
Merger reserve (4)

27,206
Own shares

(126)
Available-for-sale investments

463
Cash flow hedges

6
Foreign currency translation reserve

4,937
Treasury shares

(21,085)
Share-based payment reserve

1,586
Retained earnings

65,758
BP shareholders' equity

94,987

Finance debt (5)-(9)

Due within one year

14,626
Due after more than one year

30,710

Total finance debt

45,336

Total Capitalization (10)

140,323

(1) Issued share capital as of December 31, 2010 comprised 18,796,461,292 ordinary shares, par value US$0.25 per share, and 12,706,252
preference shares, par value £1 per share. This excludes 1,850,698,774 ordinary shares which have been bought back and held in treasury by
BP and 112,803,287 ordinary shares which have been bought back for cancellation. These shares are not taken into consideration in relation
to the payment of dividends and voting at shareholders' meetings.
(2) Issued share capital as of March 2, 2011 comprised 18,798,787,635 ordinary shares, par value US$0.25 per share, and 12,706,252 preference
shares, par value £1 per share. This excludes 1,848,526,385 ordinary shares which have been bought back and held in treasury by BP and
53,774,372 ordinary shares which have been bought back for cancellation. These shares are not taken into consideration in relation to the
payment of dividends and voting at shareholders' meetings.
(3) Capital shares represent the ordinary shares of BP which have been issued and are fully paid.
(4) Paid-in surplus and merger reserve represent additional paid-in capital of BP which cannot normally be returned to shareholders.
(5) Finance debt recorded in currencies other than US dollars has been translated into US dollars at the relevant exchange rates existing on
December 31, 2010.
(6) Obligations under finance leases are included within finance debt in the above table.
(7) As of December 31, 2010, the parent company, BP p.l.c., had outstanding guarantees totalling US$36,777 million, of which
US$36,747 million related to guarantees in respect of liabilities of its subsidiary undertakings, including US$36,006 relating to borrowings
by subsidiaries. Thus 79% of the finance debt had been guaranteed by BP.

At December 31, 2010, US$790 million of finance debt was secured by the pledging of assets, and US$4,780 million was secured in
connection with deposits received relating to certain disposal transactions expected to complete in 2011. In addition, in connection with
US$4,588 million of finance debt, BP has

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entered into crude oil sales contracts in respect of oil produced from certain fields in offshore Angola and Azerbaijan to provide security to
the lending banks. The remainder of finance debt is unsecured.
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Prospectus Supplement
(8) As of December 31, 2010, BP had guaranteed US$1,068 million of indebtedness of jointly controlled entities, associates and other third
parties and there has been no material change since that date. BP had, as of December 31, 2010, no material outstanding contingent
indebtedness and there have been no material changes since that date.
(9) As of March 2, 2011, BP's outstanding U.S. and Euro commercial paper, reported under finance debt due within one year in the above table,
had increased by US$537 million; and BP's finance debt due after more than one year had decreased by US$730 million equivalent.
(10) Apart from the changes in notes (2) and (9) above, there has been no material change since December 31, 2010 in the consolidated
capitalization and indebtedness of BP.

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UNITED STATES TAXATION

This section describes the material United States federal income tax consequences of owning the notes we are offering. This section
supplements the discussion under "Tax Considerations--United States Taxation" in the accompanying prospectus. It applies to you only if you
acquire notes in the offering at the offering price and you hold your notes as capital assets for tax purposes. This section does not apply to you if
you are a member of a class of holders subject to special rules, such as:

· a dealer in securities or currencies,

· a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings,

· a bank,

· a life insurance company,

· a tax-exempt organization,

· a person that owns notes that are a hedge or that are hedged against interest rate risks,

· a person that owns notes as part of a straddle or conversion transaction for tax purposes, or

· a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.

If you purchase notes at a price other than the offering price, the amortizable bond premium or market discount rules may also apply to you.
You should consult your tax advisor regarding this possibility.

If a partnership holds the notes, the United States federal income tax treatment of a partner will generally depend on the status of the partner
and the tax treatment of the partnership. A partner in a partnership holding the notes should consult the partner's tax advisor with regard to the
United States federal income tax treatment of an investment in the notes.

This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the
Internal Revenue Code, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive
basis.

Please consult your own tax advisor concerning the consequences of owning these notes in your particular circumstances under the Internal
Revenue Code and the laws of any other taxing jurisdiction (including states and localities).

United States Holders

This subsection describes the tax consequences to a United States holder. You are a United States holder if you are a beneficial owner of a
note and you are:

· a citizen or resident of the United States,

· a domestic corporation,

· an estate whose income is subject to United States federal income tax regardless of its source, or

· a trust if a United States court can exercise primary supervision over the trust's administration and one or more United States persons are

authorized to control all substantial decisions of the trust.

If you are not a United States holder, this subsection does not apply to you and you should refer to "--United States Alien Holders" below.

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Payments of Interest

You will be taxed on interest on your note as ordinary income at the time you receive the interest or when it accrues, depending on your
method of accounting for tax purposes.

Purchase, Sale and Retirement of the Notes

Your tax basis in your note generally will be its cost. You will generally recognize capital gain or loss on the sale or retirement of your note
equal to the difference between the amounts you realize on the sale or retirement, excluding any amounts attributable to accrued but unpaid interest
(which will be taxed as such), and your tax basis in your note. Capital gain of a noncorporate United States holder is generally taxed at preferential
rates where the property is held for more than one year.

Medicare Tax

For taxable years beginning after December 31, 2012, a United States holder that is an individual or estate, or a trust that does not fall into a
special class of trusts that is exempt from such tax, will be subject to a 3.8% Medicare tax on the lesser of (1) the United States holder's "net
investment income" for the relevant taxable year and (2) the excess of the United States holder's modified adjusted gross income for the taxable
year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual's
circumstances). A holder's net investment income will generally include its interest income and its net gains from the disposition of notes, unless
such interest income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists
of certain passive or trading activities). If you are a United States holder that is an individual, estate or trust, you are urged to consult your tax
advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in the notes.

United States Alien Holders

If you are a United States alien holder (as defined in the accompanying prospectus), you generally will not be subject to United States federal
income tax, including withholding tax with respect to payments on your notes. Please see the discussion under "Tax Considerations--United States
Taxation--United States Alien Holders" in the accompanying prospectus.

Information with Respect to Foreign Financial Assets

Under recently enacted legislation, individuals that own "specified foreign financial assets" with an aggregate value in excess of $50,000 in
taxable years beginning after March 18, 2010 will generally be required to file an information report with respect to such assets with their tax
returns. "Specified foreign financial assets" include any financial accounts maintained by foreign financial institutions, as well as any of the
following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-United States
persons, (ii) financial instruments and contracts held for investment that have non-United States issuers or counterparties, and (iii) interests in
foreign entities. United States holders that are individuals are urged to consult their tax advisors regarding the application of this legislation to their
ownership of the notes.

Backup Withholding and Information Reporting

Please see the discussion under "Tax Considerations--United States Taxation--Backup Withholding and Information Reporting" in the
accompanying prospectus for a description of the applicability of the backup withholding and information reporting rules to payments made on
your notes. In addition, pursuant to recently enacted legislation, payments on the notes made to corporate United States holders after December 31,
2011 may be subject to information reporting and backup withholding.

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UNDERWRITING

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
Principal Amount of
Underwriter

2014 Notes

2016 Notes

2021 Notes

BNP Paribas Securities Corp.

$
140,000,000
$
320,000,000
$
280,000,000
Citigroup Global Markets Inc.

$
140,000,000
$
320,000,000
$
280,000,000
Credit Suisse Securities (USA) LLC

$
140,000,000
$
320,000,000
$
280,000,000
Morgan Stanley & Co. Incorporated

$
140,000,000
$
320,000,000
$
280,000,000
RBS Securities Inc.

$
140,000,000
$
320,000,000
$
280,000,000

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Document Outline

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