Bond BP Capital Markets Ltd 3.535% ( US05565QCS57 ) in USD

BP Capital Markets Ltd

100 % ▲

United Kingdom

US05565QCS57 ( in USD )

3.535% per year ( payment 2 times a year)

03/11/2024 - Bond has expired

Prospectus brochure of the bond BP Capital Markets PLC US05565QCS57 in USD 3.535%, expired

1 000 USD

750 000 000 USD

05565QCS5

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

BP Capital Markets PLC is a subsidiary of BP plc providing a range of financial services, including trading, financing, and risk management solutions to corporate clients and institutional investors globally, primarily supporting BP's own activities but also serving external clients.

This financial report details the bond identified by ISIN US05565QCS57 and CUSIP 05565QCS5, issued from the United Kingdom by BP Capital Markets PLC, a specialized financing entity often utilized by BP plc, one of the world's leading energy companies, to manage its capital structure; this specific obligation, denominated in USD, bore an annual interest rate of 3.535% paid semi-annually, encompassed a total issuance volume of $750,000,000 with a minimum purchase increment of $1,000, and successfully reached its maturity date on November 3, 2024, where it was redeemed at 100% of its face value, having consistently held investment-grade credit ratings of A- from Standard & Poor's and A1 from Moody's.

Prospectus Supplement
424B5 1 d811140d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement Nos.
333-179953
and 333-179953-01
CONFIDENTIAL
Prospectus Supplement
October 30, 2014
(To prospectus dated February 5, 2013)

BP Capital Markets p.l.c.
$1,250,000,000 2.521% Guaranteed Notes due 2020
$750,000,000 3.535% Guaranteed Notes due 2024
Payment of the principal of and interest on the notes is fully guaranteed by
BP p.l.c.

The 2.521% guaranteed notes due 2020 (the "2020 notes") will bear interest at the rate of 2.521% per year. The 3.535% guaranteed notes due 2024 (the "2024 notes" and,
together with the 2020 notes, the "notes") will bear interest at the rate of 3.535% per year. BP Capital Markets p.l.c. will pay interest on the 2020 notes on each
January 15 and July 15, commencing on January 15, 2015. BP Capital Markets p.l.c. will pay interest on the 2024 notes on each May 4 and November 4, commencing on
May 4, 2015. The 2020 notes will mature on January 15, 2020. The 2024 notes will mature on November 4, 2024. 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 2 of the accompanying prospectus, "Risk factors"
beginning on page 51 of BP's 2013 Annual Report on Form 20-F and "Principal risks and uncertainties" beginning on page 41 of BP's Report on
Form 6-K dated July 29, 2014 containing BP's second quarter 2014 results.

Per 2020
Total for 2020
Per 2024
Total for

Note

Notes

Note
2024 Notes
Public Offering Price (1)
100.000% $1,250,000,000
100.000%
$750,000,000
Underwriting Discount

0.170% $
2,125,000

0.300%
$
2,250,000
Proceeds, before expenses, to BP Capital Markets p.l.c.
99.830% $1,247,875,000
99.700%
$747,750,000

(1) Interest on the notes will accrue from November 4, 2014.

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 November 4, 2014.

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Prospectus Supplement
Joint Book-Running Managers

Barclays
BNP PARIBAS

HSBC
J.P. Morgan

Morgan Stanley
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
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 29, 2014 containing BP's second quarter 2014 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, 2013. 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, 2013 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.
2.521% Guaranteed Notes due 2020 (the "2020 notes")

· Issuer: BP Capital U.K.

· Title: 2.521% Guaranteed Notes due 2020

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

· Issuance date: November 4, 2014

· Maturity date: January 15, 2020

· Day count: 30/360

· Day count convention: Following Unadjusted

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· Interest rate: 2.521% per annum

· Date interest starts accruing: November 4, 2014

· Interest payment dates: Each January 15 and July 15, subject to the day count convention.

· First interest payment date: January 15, 2015

· 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 2020 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 2020 notes to be redeemed and (ii) the
sum of the present values of the remaining scheduled payments of principal and interest on the 2020 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 15 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 2020 notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such notes. "Comparable treasury price" means, with respect to any redemption date, the average of
the reference treasury dealer quotations for such redemption date. "Quotation agent" means one of the reference treasury dealers
appointed by BP Capital U.K. "Reference treasury dealer" means Barclays Capital Inc., BNP Paribas Securities Corp., HSBC Securities
(USA) Inc., J.P. Morgan Securities LLC and 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 U.K., provided, however, that if any of the foregoing shall cease to be a primary treasury dealer,

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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 2020 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 2020 notes

issued hereby. These additional 2020 notes will be deemed part of the same series as the 2020 notes issued hereby and will provide the
holders of these additional 2020 notes the right to vote together with holders of the 2020 notes issued hereby, provided that such
additional notes will be issued with no more than de minimis original issue discount or will be part of a "qualified reopening" for U.S.
federal income tax purposes.

· Net proceeds: The net proceeds, before expenses, will be $1,247,875,000.
3.535% Guaranteed Notes due 2024 (the "2024 notes")

· Issuer: BP Capital U.K.

· Title: 3.535% Guaranteed Notes due 2024

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

· Issuance date: November 4, 2014

· Maturity date: November 4, 2024

· Day count: 30/360

· Day count convention: Following Unadjusted
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· Interest rate: 3.535% per annum

· Date interest starts accruing: November 4, 2014

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

· First interest payment date: May 4, 2015

· 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 2024 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 2024 notes to be redeemed and (ii) the
sum of the present values of the remaining scheduled payments of principal and interest on the 2024 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

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quotation agent as having an actual or interpolated maturity comparable to the remaining term of the 2024 notes to be redeemed that
would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such notes. "Comparable treasury price" means, with respect to any
redemption date, the average of the reference treasury dealer quotations for such redemption date. "Quotation agent" means one of the
reference treasury dealers appointed by BP Capital U.K. "Reference treasury dealer" means Barclays Capital Inc., BNP Paribas
Securities Corp., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and 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 U.K., provided, however, that if any of the foregoing shall cease to be a
primary treasury dealer, BP Capital U.K. shall substitute therefor another primary treasury dealer. "Reference treasury dealer
quotations" means with respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation
agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the quotation agent by such reference treasury dealer at 5:00 p.m. New York time on the third business day
preceding such redemption date.

· Further issuances: BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue
additional 2024 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 2024 notes

issued hereby. These additional 2024 notes will be deemed part of the same series as the 2024 notes issued hereby and will provide the
holders of these additional 2024 notes the right to vote together with holders of the 2024 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 $747,750,000.
The following terms apply to each of the notes:

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

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

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

· Business day: If any 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. 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.

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· 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 2020 notes or on the 2024 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 2020 notes or the 2024 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.

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

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

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

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

guarantee such listing will be obtained.

· Redemption: The notes are not redeemable, except as described under "Description of Debt Securities and Guarantees--Optional Tax
Redemption" on page 28 of the accompanying prospectus and as to the 2020 notes and the 2024 notes, as described under "--2.521%

Guaranteed Notes due 2020--Optional make-whole redemption" and "--3.535% Guaranteed Notes due 2024--Optional make-whole
redemption," respectively. The provisions for optional tax redemption described in the prospectus will apply to changes in tax
treatments occurring after October 30, 2014. 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 4, 2014.

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

· Annual Report of BP on Form 20-F for the fiscal year ended December 31, 2013 dated March 6, 2014.

· The Reports on Form 6-K filed with the SEC on the following dates, each of which indicates on its cover that it is incorporated by
reference: April 29, 2014 containing BP's first quarter 2014 results, July 25, 2014 containing information regarding management and

board changes, July 29, 2014 containing BP's second quarter 2014 results, September 19, 2014 containing an update on the Gulf of
Mexico oil spill legal proceedings and October 28, 2014 containing BP's third quarter 2014 results.
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, 2013 of BP contains a summary description of BP's business and
audited consolidated financial statements with a report by BP's independent registered public accounting firm. The consolidated financial
statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB) and IFRS as adopted by the European Union (EU). IFRS as adopted by the EU differs in certain respects from IFRS as
issued by the IASB; however, the differences have no impact on the group's consolidated financial statements for the years presented.
You may request a copy of the filings referred to above, excluding the exhibits to such filings, at no cost, by writing or telephoning BP at the
following address:
BP p.l.c.
1 St. James' Square
London SW1Y 4PD
United Kingdom
Tel. No.: +44 (0) 20 7496 4000
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.

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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.
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
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The notes have been accepted for clearance through the DTC, Euroclear and Clearstream, Luxembourg systems. The 2020 notes have the
following codes: CUSIP 05565QCT3 and ISIN US05565QCT31. The 2024 notes have the following codes: CUSIP 05565QCS5 and ISIN
US05565QCS57.

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CAPITALIZATION AND INDEBTEDNESS
The following table shows the unaudited consolidated capitalization and indebtedness of the BP Group as of September 30, 2013 in
accordance with IFRS:

As of

September 30, 2014

(US$ millions)

Share capital

Capital shares (1)-(2)

5,046
Paid-in surplus (3)

11,663
Merger reserve (3)

27,206
Own shares

(315)
Treasury shares

(20,257)
Available-for-sale investments

1
Cash flow hedges

(821)
Foreign currency translation reserve

94
Share-based payment reserve

1,626
Profit and loss account

101,575

BP shareholders' equity

125,818

Finance debt (4)-(6)

Due within one year

6,453
Due after more than one year

47,157

Total finance debt

53,610

Total Capitalization (7)

179,428

(1)
Issued share capital as of September 30, 2014 comprised 18,318,471,656 ordinary shares, par value US$0.25 per share, and 12,706,252
preference shares, par value £1 per share. This excludes 1,778,013,929 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 recorded in currencies other than US dollars has been translated into US dollars at the relevant exchange rates existing on
September 30, 2014.
(5)
Obligations under finance leases are included within finance debt in the above table.
(6)
As of September 30, 2014, the parent company, BP p.l.c., had outstanding guarantees totalling $52,023 million, of which $51,993 million
related to guarantees in respect of liabilities of subsidiary undertakings, including $50,364 million relating to finance debt by subsidiaries.
Thus 94% of the Group's finance debt had been guaranteed by BP p.l.c. At September 30, 2014, $141 million of finance debt was secured by
the pledging of assets. The remainder of finance debt was unsecured.
(7)
There has been no material change since September 30, 2014 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
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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 or currency risks,

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

· a person that purchases or sells notes as part of a wash sale 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
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(which will be treated as interest payments), 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
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, is
subject to a 3.8% Medicare tax on the lesser of (1) the United States holder's "net investment income" (or "undistributed net investment income"
in the case of an estate or trust) 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 is between $125,000 and $250,000, depending on the individual's
circumstances). A United States holder's net investment income generally includes 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
Owners of "specified foreign financial assets" with an aggregate value in excess of $50,000 (and in some circumstances, a higher threshold)
may be required to file an information report with respect to such assets with their tax returns. "Specified foreign financial assets" may include
financial accounts maintained by foreign financial institutions, as well as the following, but only if they are held for investment and not held in
accounts maintained by financial institutions: (i) stocks and securities issued by non-United States persons, (ii) financial instruments and contracts
that have non-United States issuers or counterparties, and (iii) interests in foreign entities. Holders are urged to consult their tax advisors regarding
the application of this reporting requirement to their ownership of the notes.

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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
Principal
Amount of 2020
Amount of 2024
Underwriter

Notes

Notes

Barclays Capital Inc.

$ 250,000,000
$ 150,000,000
BNP Paribas Securities Corp.

$ 250,000,000
$ 150,000,000
HSBC Securities (USA) Inc.

$ 250,000,000
$ 150,000,000
J.P. Morgan Securities LLC

$ 250,000,000
$ 150,000,000
Morgan Stanley & Co. LLC

$ 250,000,000
$ 150,000,000
Total

$1,250,000,000
$ 750,000,000
Each series of notes is a new issue of securities with no established trading market. Application will be made to list the notes on the New
York Stock Exchange, although no assurance can be given that the notes will be listed on the New York Stock Exchange, and if so listed, the
listing does not assure that a trading market for the notes will develop. BP Capital U.K. and BP have been advised by the underwriters that the
underwriters intend to make a market in the notes but are not obligated to do so and may discontinue market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the notes.
BP Capital U.K. and BP have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended.
The underwriters propose to offer the notes initially at the offering price on the cover page of this prospectus supplement. The underwriters
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Prospectus Supplement
may sell notes to securities dealers at a discount from the initial public offering price of up to 0.100% of the principal amount of the 2020 notes and
up to 0.200% of the principal amount of the 2024 notes. These securities dealers may resell any notes purchased from the underwriters to other
brokers or dealers at a discount from the initial public offering price of up to 0.050% of the principal amount of the 2020 notes and up to 0.100% of
the principal amount of the 2024 notes. If the underwriters cannot sell all the notes at the initial offering price, they may change the offering price
and the other selling terms. The offering of the notes by the underwriters is subject to receipt and acceptance of the notes and subject to each
underwriter's right to reject any order in whole or in part.
The underwriters and their respective affiliates are full-service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment,
hedging, financing and brokerage activities. From time to time certain of the underwriters engage in transactions with BP or its subsidiaries in the
ordinary course of business. Certain of the underwriters have performed investment banking, commercial banking and advisory services for BP in
the past and have received customary fees and expenses for these services, and may do so again in the future. For example, in the ordinary course
of their various businesses, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt
and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of
their customers, and such investment and securities activities may also involve securities and/or instruments of BP or its affiliates. Certain of the
underwriters or their affiliates that have a lending relationship with BP routinely hedge, and certain other of those underwriters or their affiliates
may hedge, their credit exposure to BP consistent with their customary risk management policies. Typically, such underwriters and their affiliates
would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short
positions in BP's securities, including potentially the notes. Any

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such credit default swaps or short positions could adversely affect future trading prices of the notes. The underwriters and their respective affiliates
may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and
may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
In order to facilitate the offering of the notes, the underwriters may engage in transactions that stabilize, maintain or support the price of such
notes, as the case may be, for a limited period after the issue date. Specifically, the underwriters may over-allot in connection with the offering,
creating a short position in the notes for their own account. In addition, to cover over-allotments or to stabilize the price of the notes, the
underwriters may bid for, and purchase, notes in the open market. Any of these activities may stabilize or maintain the market price of the notes
above independent market levels. The underwriters are not required to engage in these activities, and may end any of these activities at any time.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant
Member State"), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date"), it has not made and will not make an offer of the notes which
are the subject of the offering contemplated by the prospectus as supplemented by this prospectus supplement to the public in that Relevant
Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the notes to the public in
that Relevant Member State:

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

· to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150,
natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus

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

· in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes shall require BP Capital U.K. or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in any Relevant Member State
means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to
enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing
measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
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