Bond BP Global 0% ( US05565QCL05 ) in USD

BP Global

100 % ⇌

United Kingdom

US05565QCL05 ( in USD )

07/05/2015 - Bond has expired

Prospectus brochure of the bond BP PLC US05565QCL05 in USD 0%, expired

1 000 USD

350 000 000 USD

05565QCL0

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.

BP PLC's USD 350,000,000 0% bond (ISIN: US05565QCL05, CUSIP: 05565QCL0), issued in the UK, matured on 07/05/2015 at 100% of face value, with a minimum trading size of 1000, and was subject to a semi-annual payment frequency; it received no rating from Moody's or Standard & Poor's.

Prospectus Supplement
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424B5 1 d622988d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement Nos. 333-179953
and 333-179953-01
Prospectus Supplement
November 4, 2013
(To prospectus dated February 5, 2013)

$350,000,000 Floating Rate Guaranteed Notes due May 2015
$500,000,000 Floating Rate Guaranteed Notes due November 2015
$650,000,000 Floating Rate Guaranteed Notes due 2016
Payment of the principal of and interest on the notes is fully guaranteed by

The floating rate guaranteed notes due May 2015 (the "May 2015 notes") will bear interest at a floating rate equal to the three-month U.S. dolar LIBOR rate plus 0.23%. The
floating rate guaranteed notes due November 2015 (the "November 2015 notes") will bear interest at a floating rate equal to the three-month U.S. dolar LIBOR rate plus
0.33%. The floating rate guaranteed notes due 2016 (the "2016 notes" and, together with the May 2015 notes and the November 2015 notes, the "notes") will bear interest at
a floating rate equal to the three-month U.S. dollar LIBOR rate plus 0.42%. BP Capital Markets p.l.c. will pay interest on the May 2015 notes and on the 2016 notes on each
February 7, May 7, August 7 and November 7 subject to the modified folowing day count convention. The first such payments in respect of the May 2015 notes and the 2016
notes will be made on February 7, 2014. BP Capital Markets p.l.c. will pay interest on the November 2015 notes on each February 6, May 6, August 6 and November 6
subject to the modified following day count convention. The first such payment in respect of the November 2015 notes will be made on February 6, 2014. The May 2015 notes
will mature on May 7, 2015. The November 2015 notes will mature on November 6, 2015. The 2016 notes will mature on November 7, 2016.
Payment of the principal of and interest on the notes is fully guaranteed by BP p.l.c.
Application will be made to list the notes on the New York Stock Exchange.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus supplement or the related prospectus. Any representation to the contrary is a criminal offense.
Investment in these securities involves certain risks. See "Risk Factors" beginning on page 2 of the accompanying prospectus, "Risk
factors" beginning on page 38 of BP's 2012 Annual Report on Form 20-F and "Principal risks and uncertainties" beginning on page 42
of BP's Report on Form 6-K dated July 30, 2013 containing BP's second quarter 2013 results.

Per May
Total for May
Per November
Total for November
Per 2016
Total for

2015 Note
2015 Notes
2015 Note
2015 Notes

Note
2016 Notes
Public Offering Price (1)

100.000%
$ 350,000,000

100.000%
$
500,000,000
100.000%
$650,000,000
Underwriting Discount

0.075%
$
262,500

0.100%
$
500,000

0.125%
$
812,500
Proceeds, before expenses, to BP Capital Markets
p.l.c.

99.925%
$ 349,737,500

99.900%
$
499,500,000
99.875%
$649,187,500

(1) Interest on the notes will accrue from November 7, 2013.

The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company and its direct and indirect
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participants (including Euroclear S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme) on or about November 7, 2013.

Joint Book-Running Managers

Morgan Stanley

RBS

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

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking statements with respect to the financial condition, results of operations and
businesses of BP and certain of the plans and objectives of BP with respect to these items. These statements may generally, but not
always, be identified by the use of words such as `will', `expects', `is expected to', `aims', `should', `may', `objective', `is likely
to', `intends', `believes', `plans', `we see' or similar expressions.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on
circumstances that will or may occur in the future and are outside the control of BP. Actual results may differ materially from those
expressed in such statements, depending on a variety of factors, including the specific factors identified in the discussions
accompanying such forward-looking statements and other factors discussed elsewhere in this prospectus supplement and including
under "Principal risks and uncertainties" in BP's Report on Form 6-K dated July 30, 2013 containing BP's second quarter 2013
results (the "Second Quarter Form 6-K") and under "Risk factors" in BP's Annual Report on Form 20-F for the fiscal year ended
December 31, 2012. Factors set out in the Second Quarter Form 6-K and in BP's Annual Report on Form 20-F for the fiscal year
ended December 31, 2012 are important factors, although not exhaustive, that may cause actual results and developments to differ
materially from those expressed or implied by these forward-looking statements.

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DESCRIPTION OF NOTES
This section outlines the specific financial and legal terms of the notes that are more generally described under "Description of
Debt Securities and Guarantees" beginning on page 21 of the accompanying prospectus. If anything described in this section is
inconsistent with the terms described under "Description of Debt Securities and Guarantees" in the accompanying prospectus, the
terms described below shall prevail.
Floating Rate Guaranteed Notes due May 2015 (the "May 2015 notes")

· Issuer: BP Capital U.K.

· Title: Floating Rate Guaranteed Notes due May 2015.

· Total principal amount being issued: $350,000,000.

· Issuance date: November 7, 2013.

· Maturity date: May 7, 2015.

· 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 November 5, 2013, plus the May 2015 note 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 May 2015 note spread. The interest rate will be reset quarterly on each interest reset date.

· Date interest starts accruing: November 7, 2013.

· Interest payment dates: Each February 7, May 7, August 7 and November 7, subject to the day count convention.

· First interest payment date: February 7, 2014.

· May 2015 note spread: 0.23%.

·

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 November 7, 2013, and will end on,
but not include, the first interest payment date.

·

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

·

London business day: Any week day on which banking or trust institutions in London are not authorized generally or
obligated by law, regulation or executive order to close.

·

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

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

·

Calculation of U.S. dollar LIBOR: The calculation agent will determine U.S. dollar LIBOR in accordance with the
following provisions: With respect to any interest determination date, U.S. dollar

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LIBOR will be the rate for deposits in U.S. dollars having a maturity of three months commencing on the interest reset date
that appears on the designated LIBOR page as of 11:00 a.m., London time, on that interest determination date. If no rate
appears, U.S. dollar LIBOR, in respect of that interest determination date, will be determined as follows: the calculation
agent will request the principal London offices of each of four major reference banks in the London interbank market, as
selected and identified by BP Capital U.K., 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 and identified by BP Capital U.K. 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 and identified by BP Capital U.K. are not providing
quotations in the manner described by this sentence, U.S. dollar LIBOR determined as of that interest determination date
will be U.S. dollar LIBOR in effect on that interest determination date. The designated LIBOR page is the Reuters screen
"LIBOR01", or any successor service for the purpose of displaying the London interbank rates of major banks for U.S.
dollars. The Reuters screen "LIBOR01" is the display designated as the Reuters screen "LIBOR01", or such other page as
may replace the Reuters screen "LIBOR01" on that service or such other service or services as may be nominated by the
British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits. All
calculations made by the calculation agent for the purposes of calculating the interest rates on the May 2015 notes shall be
conclusive and binding on the holders of the May 2015 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 May 2015 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 May 2015 notes issued hereby. These additional May 2015 notes will be deemed part of the same
series as the May 2015 notes issued hereby and will provide the holders of these additional May 2015 notes the right to
vote together with holders of the May 2015 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 $349,737,500.
Floating Rate Guaranteed Notes due November 2015 (the "November 2015 notes")

· Issuer: BP Capital U.K.

· Title: Floating Rate Guaranteed Notes due November 2015.

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

· Issuance date: November 7, 2013.

· Maturity date: November 6, 2015.

· 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

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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 U.S. dollar LIBOR, as determined on November 5,

2013, plus the November 2015 note 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 November 2015 note spread.
The interest rate will be reset quarterly on each interest reset date.

· Date interest starts accruing: November 7, 2013.

· Interest payment dates: Each February 6, May 6, August 6 and November 6, subject to the day count convention.

· First interest payment date: February 6, 2014.

· November 2015 note spread: 0.33%.

·

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 November 7, 2013, and will end on,
but not include, the first interest payment date.

·

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

·

London business day: Any week day on which banking or trust institutions in London are not authorized generally or
obligated by law, regulation or executive order to close.

·

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

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

· Calculation of U.S. dollar LIBOR: The calculation agent will determine U.S. dollar LIBOR in accordance with the
following provisions: With respect to any interest determination date, U.S. dollar LIBOR will be the rate for deposits in
U.S. dollars having a maturity of three months commencing on the interest reset date that appears on the designated LIBOR
page as of 11:00 a.m., London time, on that interest determination date. If no rate appears, U.S. dollar LIBOR, in respect of
that interest determination date, will be determined as follows: the calculation agent will request the principal London
offices of each of four major reference banks in the London interbank market, as selected and identified by BP Capital
U.K., 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 and
identified by BP Capital U.K. 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 and identified by BP Capital U.K. are not providing quotations in the manner described
by this sentence, U.S. dollar LIBOR determined as of that interest determination date will be U.S. dollar LIBOR in effect
on that interest determination date. The designated LIBOR page is the Reuters screen "LIBOR01", or any successor service
for the purpose of displaying the London

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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 November 2015 notes shall be conclusive and binding on the holders of the November 2015 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 November 2015 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 November 2015 notes issued hereby. These additional November 2015 notes will
be deemed part of the same series as the November 2015 notes issued hereby and will provide the holders of these
additional November 2015 notes the right to vote together with holders of the November 2015 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 $499,500,000.
Floating Rate Guaranteed Notes due 2016 (the "2016 notes")

· Issuer: BP Capital U.K.

· Title: Floating Rate Guaranteed Notes due 2016.

· Total principal amount being issued: $650,000,000.

· Issuance date: November 7, 2013.

· Maturity date: November 7, 2016.

· 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 U.S. dollar LIBOR, as determined on November 5,

2013, plus the 2016 note 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 2016 note spread. The interest rate
will be reset quarterly on each interest reset date.

· Date interest starts accruing: November 7, 2013.

· Interest payment dates: Each February 7, May 7, August 7 and November 7, subject to the day count convention.

· First interest payment date: February 7, 2014.

· 2016 note spread: 0.42%.

·

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 November 7, 2013, and will end on,
but not include, the first interest payment date.

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·

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 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 and identified by BP Capital
U.K., 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 and
identified by BP Capital U.K. 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 and identified by BP Capital U.K. are not providing quotations in the manner described
by this sentence, U.S. dollar LIBOR determined as of that interest determination date will be U.S. dollar LIBOR in effect
on that interest determination date. The designated LIBOR page is the Reuters screen "LIBOR01", or any successor service
for the purpose of displaying the London interbank rates of major banks for U.S. dollars. The Reuters screen "LIBOR01" is
the display designated as the Reuters screen "LIBOR01", or such other page as may replace the Reuters screen
"LIBOR01" on that service or such other service or services as may be nominated by the British Bankers' Association for
the purpose of displaying London interbank offered rates for U.S. dollar deposits. All calculations made by the calculation
agent for the purposes of calculating the interest rates on the 2016 notes shall be conclusive and binding on the holders of
the 2016 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 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 will be part of a "qualified reopening" for U.S. federal income tax purposes.

· Net proceeds: The net proceeds, before expenses, will be $649,187,500.

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The following terms apply to each of the notes:

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

guarantee, you should read "Description of Debt Securities and Guarantees" beginning on page 21 of the accompanying
prospectus.

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

· Business day: If any interest payment date in respect of the notes falls on a day that is not a business day, that interest
payment date will be postponed to the next succeeding business day unless that business day is in the next succeeding

calendar month, in which case the interest payment date will be the immediately preceding business day. A "business day"
for these purposes is any weekday on which banking or trust institutions in neither New York nor London are authorized
generally or obligated by law, regulation or executive order to close.

·

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

· Payment of additional amounts: Under current law, payments of interest on the May 2015 notes, on the November 2015
notes or on the 2016 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 May 2015 notes, the November 2015
notes or the 2016 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 19 of the accompanying prospectus for more information about global securities.

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

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

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

·

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

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

--Optional Tax Redemption" on page 28 of the accompanying prospectus. The provisions for optional tax redemption
described in the prospectus will apply to changes in tax treatments occurring after November 4, 2013. At maturity, the
notes will be repaid at par.

· Sinking fund: There is no sinking fund.

· Trustee: BP Capital U.K. will issue the notes under an indenture with The Bank of New York Mellon Trust Company,

N.A. (as successor to JPMorgan Chase Bank), as trustee, dated as of March 8, 2002, which is referred to on page 21 of the
accompanying prospectus, as supplemented by a supplemental indenture with The Bank of New York Mellon Trust
Company, N.A., as trustee, to be entered into on November 7, 2013.

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