Bond BP Capital Markets Ltd 3.723% ( US05565QDH83 ) in USD

BP Capital Markets Ltd

98.51 % ▲

United Kingdom

US05565QDH83 ( in USD )

3.723% per year ( payment 2 times a year)

27/11/2028

Prospectus brochure of the bond BP Capital Markets PLC US05565QDH83 en USD 3.723%, maturity 27/11/2028

1 000 USD

800 000 000 USD

05565QDH8

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

28/11/2025 ( In 79 days )

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 article provides details on a specific corporate bond, identified by ISIN US05565QDH83 and CUSIP 05565QDH8, which is an obligation issued by BP Capital Markets PLC. BP Capital Markets PLC, a finance subsidiary of the global energy giant BP p.l.c., serves as a primary vehicle for raising capital for the group's extensive operations, headquartered in the United Kingdom. This particular bond, denominated in USD, features a fixed interest rate of 3.723% and is currently quoted on the market at 97.763% of its par value. The total size of this bond issuance amounts to $800,000,000, with a minimum purchase size set at $1,000. It carries a maturity date of November 27, 2028, and offers interest payments with a frequency of two times per year, typically on a semi-annual basis. Furthermore, the bond holds robust investment-grade credit ratings from leading agencies: Standard & Poor's has assigned an A- rating, while Moody's has provided an A1 rating, underscoring its perceived creditworthiness within the financial markets.

424B5
424B5 1 d298226d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee (1)
3.216% Guaranteed Notes due 2023

$1,200,000,000

$139,080
Guarantees of 3.216% Guaranteed Notes due 2023

--

(2)
3.723% Guaranteed Notes due 2028

$800,000,000

$92,720
Guarantees of 3.723% Guaranteed Notes due 2028

--

(2)

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to Rule 457(p) under the
Securities Act, $1,411,830 of unused filing fees paid in connection with Registration Statement (Nos. 333-201894 and 333-201894-01), filed on
February 5, 2015, as amended, and $2,161,940 of unused filing fees paid in connection with Registration Statement (Nos. 333-179953 and 333-
179953-01), filed on March 7, 2012 was carried forward to be offset against future registration fees payable under Registration Statement (Nos.
208478 and 333-208478-01), filed by the registrant on December 11, 2015. $402,800 of the unused filing fees paid in connection with these
registration statements were previously used and $3,170,970 of unused registration fees are available for offset as of this date. The $231,800
registration fee relating to the securities offered by this prospectus supplement is hereby offset against the $3,170,970 of unused registration fees
available for offset as of this date. Accordingly, no filing fee is paid herewith, and $2,939,170 remains available for future fees.
(2)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.
Table of Contents
Prospectus Supplement
Filed Pursuant to Rule 424(b)(5)
November 21, 2016
Registration Nos.: 333-208478
(To prospectus dated December 11, 2015)

and 333-208478-01

BP Capital Markets p.l.c.
$1,200,000,000 3.216% Guaranteed Notes due 2023
$800,000,000 3.723% Guaranteed Notes due 2028
Payment of the principal of and interest on the notes is fully guaranteed by
BP p.l.c.

The 3.216% guaranteed notes due 2023 (the "2023 notes") will bear interest at the rate of 3.216% per year. The 3.723% guaranteed notes due 2028
(the "2028 notes" and, together with the 2023 notes, the "notes") will bear interest at the rate of 3.723% per year. BP Capital Markets p.l.c. will pay
interest on the 2023 notes on each May 28 and November 28, commencing on May 28, 2017. BP Capital Markets p.l.c. will pay interest on the 2028
notes on each May 28 and November 28, commencing on May 28, 2017. The 2023 notes will mature on November 28, 2023. The 2028 notes will
mature on November 28, 2028. 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.
https://www.sec.gov/Archives/edgar/data/313807/000119312516774806/d298226d424b5.htm[11/22/2016 1:26:15 PM]

424B5
Investment in these securities involves certain risks. See "Risk Factors" beginning on page 2 of the accompanying prospectus and "Risk
factors" beginning on page 53 of BP's 2015 Annual Report on Form 20-F.

Per 2023
Total for 2023
Per 2028
Total for 2028

Note

Notes

Note

Notes

Public Offering Price (1)
100.000% $1,200,000,000 100.000% $800,000,000
Underwriting Discount

0.240% $
2,880,000
0.330% $
2,640,000
Proceeds, before expenses, to BP Capital Markets p.l.c.
99.760% $1,197,120,000 99.670% $797,360,000

(1)
Interest on the notes will accrue from November 28, 2016.

The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company and its
direct and indirect participants (including Euroclear S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme) on or
about November 28, 2016.

Joint Book-Running Managers

BNP
BofA
Citigroup
Credit Suisse
Goldman,
MUFG
PARIBAS
Merrill Lynch

Sachs & Co.
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.

S-1
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
In order to utilize the `safe harbor' provisions of the United States Private Securities Litigation Reform Act of 1995 (the `PSLRA'), BP is
providing the following cautionary statement. This document contains certain forward-looking statements with respect to the financial condition,
results of operations and businesses of BP and certain of the plans and objectives of BP with respect to these items. These statements may generally, but
not always, be identified by the use of words such as `will', `expects', `is expected to', `aims', `should', `may', `objective', `is likely to', `intends',
`believes', `plans', `we see' or similar expressions.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will or
may occur in the future and are outside the control of BP. Actual results may differ materially from those expressed in such statements, depending on a
variety of factors, including the specific factors identified in the discussions accompanying such forward-looking statements and other factors discussed
elsewhere in this prospectus supplement and including under "Principal risks and uncertainties" in BP's Form 6-K for the period ended June 30, 2016
and under "Risk factors" in BP's Annual Report on Form 20-F for the fiscal year ended December 31, 2015. Factors set out in BP's Form 6-K for the
period ended June 30, 2016 and in BP's Annual Report on Form 20-F for the fiscal year ended December 31, 2015 are important factors, although not
exhaustive, that may cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

S-2
Table of Contents
DESCRIPTION OF NOTES
This section outlines the specific financial and legal terms of the notes that are more generally described under "Description of Debt Securities
and Guarantees" beginning on page 10 of the accompanying prospectus. If anything described in this section is inconsistent with the terms described
https://www.sec.gov/Archives/edgar/data/313807/000119312516774806/d298226d424b5.htm[11/22/2016 1:26:15 PM]

424B5
under "Description of Debt Securities and Guarantees" in the accompanying prospectus, the terms described below shall prevail.
3.216% Guaranteed Notes due 2023 (the "2023 notes")

· Issuer: BP Capital U.K.

· Title: 3.216% Guaranteed Notes due 2023

· Total principal amount being issued: $1,200,000,000

· Issuance date: November 28, 2016

· Maturity date: November 28, 2023

· Day count: 30/360

· Day count convention: Following Unadjusted

· Interest rate: 3.216% per annum

· Date interest starts accruing: November 28, 2016

· Interest payment dates: Each May 28 and November 28, subject to the day count convention.

· First interest payment date: May 28, 2017

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

· Optional redemption: Prior to September 28, 2023 (the date that is two months prior to the scheduled maturity date for the 2023 notes),
BP Capital U.K. has the right to redeem the 2023 notes, in whole or in part, at any time and from time to time at a redemption price equal
to the greater of (i) 100% of the principal amount of the 2023 notes to be redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the 2023 notes to be redeemed that would be due if such notes matured on September 28,
2023 (not including any portion of payments of interest accrued and unpaid to the redemption date) discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 20 basis points, plus in each case
accrued and unpaid interest to the date of redemption. On or after September 28, 2023 (the date that is two months prior to the scheduled
maturity date for the 2023 notes), BP Capital U.K. has the right to redeem the 2023 notes, in whole or in part, at any time and from time to
time at a redemption price equal to 100% of the principal amount of the 2023 notes to be redeemed, plus accrued and unpaid interest, if

any, thereon to, but excluding, the date of redemption. For purposes of determining the optional redemption price, the following definitions
are applicable. "Treasury rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to
maturity or interpolated (on a day count basis) of the comparable treasury issue, assuming a price for the comparable treasury issue
(expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date. "Comparable treasury
issue" means the U.S. Treasury security or securities selected by the quotation agent as having an actual or interpolated maturity
comparable to the remaining term of the 2023 notes to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such 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

S-3
Table of Contents
appointed by BP Capital U.K. "Reference treasury dealer" means BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit
Suisse Securities (USA) LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and MUFG Securities
Americas Inc. or their affiliates, each of which is a primary U.S. government securities dealer in the United States (a "primary treasury
dealer"), and their respective successors, and two other primary treasury dealers selected by BP Capital U.K., provided, however, that if any

of the foregoing shall cease to be a primary treasury 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 2023 notes in one or more transactions subsequent to the date of this prospectus supplement with terms (other than the issuance
date, issue price and, possibly, the first interest payment date and the date interest starts accruing) identical to the 2023 notes issued

hereby. These additional 2023 notes will be deemed part of the same series as the 2023 notes issued hereby and will provide the holders of
these additional 2023 notes the right to vote together with holders of the 2023 notes issued hereby, provided that such additional 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
https://www.sec.gov/Archives/edgar/data/313807/000119312516774806/d298226d424b5.htm[11/22/2016 1:26:15 PM]

424B5
purposes.

· Net proceeds: The net proceeds, before expenses, will be $1,197,120,000.
3.723% Guaranteed Notes due 2028 (the "2028 notes")

· Issuer: BP Capital U.K.

· Title: 3.723% Guaranteed Notes due 2028

· Total principal amount being issued: $800,000,000

· Issuance date: November 28, 2016

· Maturity date: November 28, 2028

· Day count: 30/360

· Day count convention: Following Unadjusted

· Interest rate: 3.723% per annum

· Date interest starts accruing: November 28, 2016

· Interest payment dates: Each May 28 and November 28, subject to the day count convention.

· First interest payment date: May 28, 2017

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

· Optional redemption: Prior to August 28, 2028 (the date that is three months prior to the scheduled maturity date for the 2028 notes), BP
Capital U.K. has the right to redeem the 2028 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 2028 notes to be redeemed and (ii) the sum of the present values of the remaining

scheduled payments of principal and interest on the 2028 notes to be redeemed that would be due if such notes matured on August 28, 2028
(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

S-4
Table of Contents
(assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 25 basis points, plus in each case accrued and
unpaid interest to the date of redemption. On or after August 28, 2028 (the date that is three months prior to the scheduled maturity date for
the 2028 notes), BP Capital U.K. has the right to redeem the 2028 notes, in whole or in part, at any time and from time to time at a
redemption price equal to 100% of the principal amount of the 2028 notes to be redeemed, plus accrued and unpaid interest, if any, thereon
to, but excluding, the date of redemption. For purposes of determining the optional redemption price, the following definitions are
applicable. "Treasury rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to
maturity or interpolated (on a day count basis) of the comparable treasury issue, assuming a price for the comparable treasury issue
(expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date. "Comparable treasury
issue" means the U.S. Treasury security or securities selected by the quotation agent as having an actual or interpolated maturity
comparable to the remaining term of the 2028 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 BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and MUFG Securities Americas Inc. or their affiliates, each of which is a primary U.S.
government securities dealer in the United States (a "primary treasury dealer"), and their respective successors, and two other primary
treasury dealers selected by BP Capital U.K., provided, however, that if any of the foregoing shall cease to be a primary treasury 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 2028 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 2028 notes issued

hereby. These additional 2028 notes will be deemed part of the same series as the 2028 notes issued hereby and will provide the holders of
these additional 2028 notes the right to vote together with holders of the 2028 notes issued hereby, provided that such additional notes will
https://www.sec.gov/Archives/edgar/data/313807/000119312516774806/d298226d424b5.htm[11/22/2016 1:26:15 PM]

424B5
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 $797,360,000.
The following terms apply to each of the notes:

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

should read "Description of Debt Securities and Guarantees" beginning on page 10 of the accompanying prospectus.

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

· Business day: If any payment is due in respect of the notes on a day that is not a business day, it will be made on the next following
business day, provided that no interest will accrue on the payment so deferred. A "business day" for these purposes is any week day on

which banking or trust institutions in neither New York nor London are authorized generally or obligated by law, regulation or executive
order to close.

S-5
Table of Contents
· 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 2023 notes or the 2028 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, if the

2023 notes or the 2028 notes, as the case may be, are listed on a "recognised stock exchange" within the meaning of Section 1005 of the UK
Income Tax Act 2007. The New York Stock Exchange is a "recognised stock exchange" at the date hereof.

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

Securities" beginning on page 8 of the accompanying prospectus for more information about global securities.

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

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

participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream, Luxembourg
and Euroclear and will be settled using the procedures applicable to conventional Eurobonds in immediately available funds. For more
information about global securities held by DTC through Clearstream, Luxembourg or Euroclear, you should read "Clearance and
Settlement" beginning on page 21 of the accompanying prospectus.

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

such listing will be obtained.

· Redemption: The notes are not redeemable, except as described under "Description of Debt Securities and Guarantees--Optional Tax
Redemption" on page 17 of the accompanying prospectus and as described herein under "--3.216% Guaranteed Notes due 2023--Optional

redemption" and "--3.723% Guaranteed Notes due 2028--Optional redemption," respectively. The provisions for optional tax redemption
described in the prospectus will apply to changes in tax treatments occurring after November 21, 2016. At maturity, the notes will be repaid
at par.

· Sinking fund: There is no sinking fund.

· Trustee: BP Capital U.K. will issue the notes under an indenture with The Bank of New York Mellon Trust Company, N.A. (as successor
to JPMorgan Chase Bank), as trustee, dated as of March 8, 2002, which is referred to on page 10 of the accompanying prospectus, as

supplemented by a supplemental indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, to be entered into on
November 28, 2016.

· Use of proceeds: The net proceeds from the sale of the notes will be used for general corporate purposes, including working capital for BP

or other companies in the BP Group and the repayment of existing borrowings of BP and its subsidiaries.

· Governing law and jurisdiction: The indenture, the notes and the guarantee are governed by New York law. Any legal proceeding arising

out of or based upon the indenture, the notes or the guarantee may be instituted in any state or federal court in the Borough of Manhattan in
New York City, New York.
BP Capital U.K.'s principal executive offices are located at Chertsey Road, Sunbury on Thames, Middlesex TW16 7BP, England.
https://www.sec.gov/Archives/edgar/data/313807/000119312516774806/d298226d424b5.htm[11/22/2016 1:26:15 PM]

424B5

S-6
Table of Contents
GENERAL INFORMATION
Documents Available
BP files annual reports and other reports and information with the Securities and Exchange Commission (the "SEC"). Any document BP files
with the SEC may be read and copied at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. You may obtain more
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. BP's filings are also available to the public at the
SEC's website at http://www.sec.gov.
The SEC allows BP to incorporate by reference in the prospectus supplement information contained in documents that BP files with the
SEC. The information that BP incorporates by reference is an important part of this prospectus supplement and the attached prospectus. BP
incorporates by reference in this prospectus supplement the following documents and any future filings that it makes with the SEC under Sections
13(a), 13(c) and 15(d) of the Securities Exchange Act of 1934, as amended, until the completion of the offerings using this prospectus supplement and
the attached prospectus:

· Annual Report of BP on Form 20-F for the fiscal year ended December 31, 2015 dated March 4, 2016.

· The 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 26, 2016, July 26, 2016, November 1, 2016 and November 15, 2016.
The information that BP files with the SEC, including future filings, automatically updates and supersedes information in documents filed at
earlier dates. All information appearing in this prospectus supplement is qualified in its entirety by the information and financial statements, including
the notes, contained in the documents that are incorporated by reference in this prospectus supplement.
The Annual Report on Form 20-F for the fiscal year ended December 31, 2015 of BP contains a summary description of BP's business and
audited consolidated financial statements with a report by BP's independent registered public accounting firm. The consolidated financial statements
have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board
(IASB) and IFRS as adopted by the European Union (EU). IFRS as adopted by the EU differs in certain respects from IFRS as issued by the IASB;
however, the differences have no impact on the group's consolidated financial statements for the years presented.
You may request a copy of the filings referred to above, excluding the exhibits to such filings, at no cost, by writing or telephoning BP at the
following address:
BP p.l.c.
1 St. James' Square
London SW1Y 4PD
United Kingdom
Tel. No.: +44 (0) 20 7496 4000
This prospectus supplement, the accompanying prospectus and any free-writing prospectus that BP Capital U.K. and BP prepare or authorize
contain and incorporate by reference information that you should consider when making your investment decision. 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.

S-7
Table of Contents
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
https://www.sec.gov/Archives/edgar/data/313807/000119312516774806/d298226d424b5.htm[11/22/2016 1:26:15 PM]

424B5
any notice given to another holder.
Clearance Systems
The notes have been accepted for clearance through the DTC, Euroclear and Clearstream, Luxembourg systems. The 2023 notes have the
following codes: CUSIP 05565Q DG0 and ISIN US05565QDG01. The 2028 notes have the following codes: CUSIP 05565Q DH8 and ISIN
US05565QDH83.

S-8
Table of Contents
CAPITALIZATION AND INDEBTEDNESS
The following table shows the unaudited consolidated capitalization and indebtedness of the BP Group as of September 30, 2016 in accordance
with IFRS:

As of

September 30, 2016

(US$ millions)

Share capital

Capital shares (1)-(2)

5,154
Paid-in surplus (3)

11,542
Merger reserve (3)

27,206
Treasury shares

(18,511)
Available-for-sale investments

3
Cash flow hedges

(1,076)
Foreign currency translation reserve

(6,269)
Profit and loss account

73,327
BP shareholders' equity

91,376

Finance debt (4)-(6)

Due within one year

5,689
Due after more than one year

53,308

Total finance debt

58,997

Total Capitalization (7)

150,373

(1)
Issued share capital as of September 30, 2016 comprised 18,916,923,440 ordinary shares, par value US$0.25 per share, and 12,706,252
preference shares, par value £1 per share. This excludes 1,610,657,199 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, 2016.
(5)
Obligations under finance leases are included within finance debt in the above table .
(6)
As of September 30, 2016, the parent company, BP p.l.c., had outstanding guarantees totaling $57,947 million, of which $57,917 million related
to guarantees in respect of liabilities of subsidiary undertakings, including $55,056 million relating to finance debt of subsidiaries. Thus 93% of
the Group's finance debt had been guaranteed by BP p.l.c. At September 30, 2016, $135 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, 2016 in the consolidated capitalization and indebtedness of BP.

S-9
Table of Contents
UNITED STATES TAXATION
The notes will not be issued with original issue discount and accordingly will not be subject to the special U.S. federal income tax considerations
applicable to original issue discount securities. For a discussion of the U.S. tax considerations applicable to the notes, please review the section entitled
"Tax Considerations--United States Taxation" in the accompanying prospectus.

https://www.sec.gov/Archives/edgar/data/313807/000119312516774806/d298226d424b5.htm[11/22/2016 1:26:15 PM]

424B5
S-10
Table of Contents
UNITED KINGDOM TAXATION
This section supplements the discussion under "Taxation Considerations--United Kingdom Taxation" in the accompanying prospectus.
Qualifying Private Placements
The U.K. government has introduced a further exemption from withholding on interest payments for "qualifying private placements", which may
apply to interest payments on the notes if the notes are not or cease to be listed on a "recognised stock exchange" (as defined in section 1005 of the
Income Tax Act 2007) and certain other conditions are met, including the provision of a certificate by the person beneficially entitled to the interest.
This certificate would need to certify that the person was beneficially entitled to the interest for genuine commercial reasons and that it was resident in
a "qualifying territory", as defined in section 173 of the Taxation (International and Other Provisions) Act 2010. Subject to designation to the contrary,
a territory is a "qualifying territory" if it has entered double taxation arrangements with the U.K. containing a non-discrimination provision as
prescribed in that section.
Financial Transaction Tax
The financial transaction tax ("FTT") proposed by the European Commission was not implemented on January 1, 2016. The timing of further
negotiations between the participating member states of the European Union and the implementation of the FTT is currently unclear.
In addition, Estonia has since announced that it will not participate in the FTT.
For further details on the possible impact of the FTT on the ownership and disposition of the notes, see pages 39-40 of the accompanying
prospectus.

S-11
Table of Contents
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
Amount of
Underwriter

2023 Notes
2028 Notes
BNP Paribas Securities Corp.

$ 200,000,000
$133,334,000
Citigroup Global Markets Inc.

$ 200,000,000
$133,333,000
Credit Suisse Securities (USA) LLC

$ 200,000,000
$133,333,000
Goldman, Sachs & Co.

$ 200,000,000
$133,333,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

$ 200,000,000
$133,334,000
MUFG Securities Americas Inc.

$ 200,000,000
$133,333,000

Total

$1,200,000,000
$800,000,000
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.
https://www.sec.gov/Archives/edgar/data/313807/000119312516774806/d298226d424b5.htm[11/22/2016 1:26:15 PM]

424B5
The underwriters propose to offer the notes initially at the offering price on the cover page of this prospectus supplement. The underwriters may
sell notes to securities dealers at a discount from the initial public offering price of up to 0.140% of the principal amount of the 2023 notes and up to
0.200% of the principal amount of the 2028 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 0.100% of the principal amount of the 2023 notes and up to 0.130% of the principal
amount of the 2028 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.
We expect that delivery of the Notes will be made to investors on or about November 28, 2016 (such settlement being referred to as "T+4").
Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days,
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities on the day of pricing will be
required, by virtue of the fact that the securities initially will settle in T+4, to specify any alternate settlement cycle at the time of any such trade to
prevent a failed settlement. Purchasers of the securities who wish to make such trades should consult their own advisors.
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

S-12
Table of Contents
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 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 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the

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

· in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes shall require BP Capital U.K. or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus
Directive.
This prospectus supplement has been prepared on the basis that any offer of notes in any Relevant Member State will be made pursuant to an
exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of notes. Accordingly any person making or intending
to make an offer in that Relevant Member State of notes that are the subject of the offering contemplated in the prospectus as supplemented by this
prospectus supplement may only do so in circumstances in which no obligation arises for BP Capital U.K. or any of the underwriters to publish a
prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither BP Capital U.K. nor any of the underwriters have
authorized, nor do they authorize, the making of any offer of notes in circumstances in which an obligation arises for BP Capital U.K. or any of the
https://www.sec.gov/Archives/edgar/data/313807/000119312516774806/d298226d424b5.htm[11/22/2016 1:26:15 PM]

424B5
underwriters to publish a prospectus for such offer.

S-13
Table of Contents
Each person in a Relevant Member State who receives any communication in respect of, or who acquires any notes under, the offers
contemplated in this prospectus supplement and the prospectus will be deemed to have represented, warranted and agreed to and with each underwriter
and BP Capital U.K. that:

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

Directive; and

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

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

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

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

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

inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or
sale of any notes in circumstances in which Section 21(1) of the FSMA does not apply to BP Capital U.K. or BP.
This prospectus supplement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii)
investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). The notes are only available to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire the notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this
document or any of its contents.
The notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the
public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the
Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in
the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or
document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or
elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so
under the laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only
to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
The notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and
Exchange Law) and each underwriter has agreed that it will not offer or sell

S-14
Table of Contents
any notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in
Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan
or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial
Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.
https://www.sec.gov/Archives/edgar/data/313807/000119312516774806/d298226d424b5.htm[11/22/2016 1:26:15 PM]

Document Outline

#1">
- #1">