Bond BP Capital Markets Ltd 3.224% ( US05565QDL95 ) in USD

BP Capital Markets Ltd

100 % ▼

United Kingdom

US05565QDL95 ( in USD )

3.224% per year ( payment 2 times a year)

13/04/2024 - Bond has expired

Prospectus brochure of the bond BP Capital Markets PLC US05565QDL95 in USD 3.224%, expired

1 000 USD

96 713 000 USD

05565QDL9

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.

The Bond issued by BP Capital Markets Ltd ( United Kingdom ) , in USD, with the ISIN code US05565QDL95, pays a coupon of 3.224% per year.
The coupons are paid 2 times per year and the Bond maturity is 13/04/2024

The Bond issued by BP Capital Markets Ltd ( United Kingdom ) , in USD, with the ISIN code US05565QDL95, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by BP Capital Markets Ltd ( United Kingdom ) , in USD, with the ISIN code US05565QDL95, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
424B5 1 d313221d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee (1)
Floating Rate Guaranteed Notes due 2018

$750,000,000

$86,925
Guarantees of Floating Rate Notes due 2018

(2)
2.315% Guaranteed Notes due 2020

$500,000,000

$57,950
Guarantees of 2.315% Guaranteed Notes due 2020

(2)
3.224% Guaranteed Notes due 2024

$1,000,000,000

$115,900
Guarantees of 3.224% Guaranteed Notes due 2024

--

(2)
3.588% Guaranteed Notes due 2027

$850,000,000

$98,515
Guarantees of 3.588% Guaranteed Notes due 2027

--

(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. $634,600 of the unused filing fees paid in connection with these
registration statements were previously used and $2,939,170 of unused registration fees are available for offset as of this date. The $359,290
registration fee relating to the securities offered by this prospectus supplement is hereby offset against the $2,939,170 of unused registration fees
available for offset as of this date. Accordingly, no filing fee is paid herewith, and $2,579,880 remains available for future fees.
(2)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Nos.: 333-208478
and 333-208478-01
Prospectus Supplement
February 8, 2017
(To prospectus dated December 11, 2015)

BP Capital Markets p.l.c.
$750,000,000 Floating Rate Guaranteed Notes due 2018
$500,000,000 2.315% Guaranteed Notes due 2020
$1,000,000,000 3.224% Guaranteed Notes due 2024
$850,000,000 3.588% Guaranteed Notes due 2027
Payment of the principal of and interest on the notes is fully guaranteed by
BP p.l.c.

The floating rate guaranteed notes due 2018 (the "2018 notes") will bear interest at a floating rate equal to the three-month U.S. dollar LIBOR rate plus 0.350%.
On February 13, 2015, BP Capital Markets p.l.c. issued $1,250,000,000 aggregate principal amount of 2.315% guaranteed notes due 2020 (the "original 2020
notes"). The 2.315% guaranteed notes due 2020 offered under this prospectus supplement (the "2020 notes") will have the same terms (other than inter alia the
public offering price and issuance date), form part of the same series and trade freely with the original 2020 notes. The 3.224% guaranteed notes due 2024 (the
"2024 notes") will bear interest at the rate of 3.224% per year. The 3.588% guaranteed notes due 2027 (the "2027 notes" and, together with the 2018 notes, the
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2020 notes and the 2024 notes, the "notes") will bear interest at the rate of 3.588% per year. BP Capital Markets p.l.c. will pay interest on the 2018 floating rate
notes on each February 14, May 14, August 14 and November 14 subject to the modified following day count convention. The first such payment will be made on
May 14, 2017. BP Capital Markets p.l.c. will pay interest on the 2020 notes on each February 13 and August 13, commencing on August 13, 2017. BP Capital
Markets p.l.c. will pay interest on the 2024 notes on each April 14 and October 14, commencing on October 14, 2017. BP Capital Markets p.l.c. will pay interest
on the 2027 notes on each April 14 and October 14, commencing on October 14, 2017. The 2018 notes will mature on August 14, 2018. The 2020 notes will
mature on February 13, 2020. The 2024 notes will mature on April 14, 2024. The 2027 notes will mature on April 14, 2027. 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. The 2020 notes are a further issuance of the original 2020 notes, which are listed 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 and "Risk
factors" beginning on page 53 of BP's 2015 Annual Report on Form 20-F.

Per 2018
Total for
Per 2020
Total for
Per 2024
Total for
Per 2027
Total for

Note 2018 Notes Note 2020 Notes
Note 2024 Notes
Note 2027 Notes
Public Offering Price (1)
100.000% $750,000,000 100.807% $504,035,000 99.994% $999,940,000 99.993% $849,940,500
Underwriting Discount

0.075% $
562,500
0.125% $
625,000
0.240% $
2,400,000
0.300% $
2,550,000
Proceeds, before expenses, to BP Capital Markets
p.l.c. (2)
99.925% $749,437,500 100.682% $503,410,000 99.754% $997,540,000 99.693% $847,390,500

(1) Interest on the 2018 notes, the 2024 notes and the 2027 notes will accrue from February 14, 2017. Interest on the 2020 notes will accrue from February 13,
2017.
(2) With respect to the 2020 notes, plus accrued interest for the period from and including February 13, 2017 up to and excluding the date of delivery which is
expected to be February 14, 2017, in the aggregate amount of $32,152.78.

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 February 14,
2017.

Joint Book-Running Managers

Barclays
BNP
BofA Merrill
Deutsche Bank
MUFG
NatWest

PARIBAS

Lynch

Securities

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

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
In order to utilize the `safe harbor' provisions of the United States Private Securities Litigation Reform Act of 1995 (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
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Prospectus Supplement
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
under "Description of Debt Securities and Guarantees" in the accompanying prospectus, the terms described below shall prevail.
Floating Rate Guaranteed Notes due 2018 (the "2018 notes")

· Issuer: BP Capital U.K.

· Title: Floating Rate Guaranteed Notes due 2018

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

· Issuance date: February 14, 2017

· Maturity date: August 14, 2018

· 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 February 10, 2017, plus the spread (as described below). Thereafter, the interest rate for any interest period will

be U.S. dollar LIBOR, as determined on the applicable interest determination date, plus the spread. The interest rate will be reset quarterly
on each interest reset date.

· Date interest starts accruing: February 14, 2017

· Interest payment dates: February 14, May 14, August 14 and November 14 of each year, subject to the Day Count Convention.

· First interest payment date: May 14, 2017

· Spread: 0.350%

· 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 February 14, 2017, 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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Table of Contents
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 for the purpose of
displaying London interbank offered rates for U.S. dollar deposits by ICE Benchmark Administration Limited ("IBA") or its successor or
such other entity assuming the responsibility of IBA or its successor in calculating the London Interbank Offered Rate in the event IBA or
its successor no longer does so. All calculations made by the calculation agent for the purposes of calculating the interest rates on the 2018
notes shall be conclusive and binding on the holders of the 2018 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 2018 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 2018 notes issued hereby.

These additional 2018 notes will be deemed part of the same series as the 2018 notes issued hereby and will provide the holders of these
additional 2018 notes the right to vote together with holders of the 2018 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 $749,437,500.
2.315% Guaranteed Notes due 2020 (the "2020 notes")

· Issuer: BP Capital U.K.

· Title: 2.315% Guaranteed Notes due 2020

· Total principal amount being issued: $500,000,000. The 2020 notes offered under this prospectus supplement will have the same terms
(other than inter alia the public offering price and issuance date), form part of the series and trade freely with the $1,250,000,000 aggregate

principal amount of 2.315% Guaranteed Notes due 2020 issued on February 13, 2015 (the "original 2020 notes"). Upon completion of this
offering, $1,750,000,000 aggregate principal amount of 2020 notes and original 2020 notes will be outstanding.

S-4
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· Issuance date: February 14, 2017

· Maturity date: February 13, 2020

· Day count: 30/360

· Day count convention: Following Unadjusted

· Interest rate: 2.315% per annum

· Date interest starts accruing: February 13, 2017

· Interest payment dates: Each February 13 and August 13, subject to the day count convention.

· First interest payment date: August 13, 2017

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Prospectus Supplement

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

· Optional redemption: BP Capital 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 12.5 basis points, plus in each case accrued and unpaid interest
to the date of redemption. For purposes of determining the optional redemption price, the following definitions are applicable. "Treasury
rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated
(on a day count basis) of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its
principal amount) equal to the comparable treasury price for such redemption date. "Comparable treasury issue" means the U.S. Treasury
security or securities selected by the quotation agent as having an actual or interpolated maturity comparable to the remaining term of the

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 Goldman, Sachs & Co.,
Mizuho Securities USA Inc. and RBS Securities Inc. (marketing name "NatWest Markets") 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 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.

S-5
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Net proceeds: The net proceeds, before expenses, will be $503,410,000, plus accrued interest for the period from and including February 13,
2017 up to and excluding the date of delivery which is expected to be February 14, 2017.
3.224% Guaranteed Notes due 2024 (the "2024 notes")

· Issuer: BP Capital U.K.

· Title: 3.224% Guaranteed Notes due 2024

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

· Issuance date: February 14, 2017

· Maturity date: April 14, 2024

· Day count: 30/360

· Day count convention: Following Unadjusted

· Interest rate: 3.224% per annum

· Date interest starts accruing: February 14, 2017

· Interest payment dates: Each April 14 and October 14, subject to the day count convention.

· First interest payment date: October 14, 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 February 14, 2024 (the date that is two months prior to the scheduled maturity date for the 2024 notes), 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 that would be due if such notes matured on February 14,
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2024 (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 February 14, 2024 (the date that is two months prior to the scheduled
maturity date for the 2024 notes), 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 100% of the principal amount of the 2024 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 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., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, MUFG Securities Americas Inc., and RBS Securities Inc. (marketing name "NatWest Markets") or

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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 $997,540,000.
3.588% Guaranteed Notes due 2027 (the "2027 notes")

· Issuer: BP Capital U.K.

· Title: 3.588% Guaranteed Notes due 2027

· Total principal amount being issued: $850,000,000

· Issuance date: February 14, 2017

· Maturity date: April 14, 2027

· Day count: 30/360

· Day count convention: Following Unadjusted

· Interest rate: 3.588% per annum

· Date interest starts accruing: February 14, 2017

· Interest payment dates: Each April 14 and October 14, subject to the day count convention.

· First interest payment date: October 14, 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 January 14, 2027 (the date that is three months prior to the scheduled maturity date for the 2027 notes), BP
Capital U.K. has the right to redeem the 2027 notes, in whole or in part, at any time and from time to time at a redemption price equal to
the greater of (i) 100% of the principal amount of the 2027 notes to be redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the 2027 notes to be redeemed that would be due if such notes matured on January 14, 2027
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(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 January 14, 2027 (the date that is three months prior to the scheduled
maturity date for the 2027 notes), BP Capital U.K.

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has the right to redeem the 2027 notes, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the
principal amount of the 2027 notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the date of
redemption. For purposes of determining the optional redemption price, the following definitions are applicable. "Treasury rate" means,
with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day
count basis) of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal
amount) equal to the comparable treasury price for such redemption date. "Comparable treasury issue" means the U.S. Treasury security or
securities selected by the quotation agent as having an actual or interpolated maturity comparable to the remaining term of the 2027 notes
to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues
of corporate debt securities of comparable maturity to the remaining term of such 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., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc., and
RBS Securities Inc. (marketing name "NatWest Markets") 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 2027 notes in one or more transactions subsequent to the date of this prospectus supplement with terms (other than the issuance
date, issue price and, possibly, the first interest payment date and the date interest starts accruing) identical to the 2027 notes issued hereby.

These additional 2027 notes will be deemed part of the same series as the 2027 notes issued hereby and will provide the holders of these
additional 2027 notes the right to vote together with holders of the 2027 notes issued hereby, provided that such additional 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 $847,390,500.
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.

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

unsubordinated indebtedness.

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· Payment of additional amounts: Under current law, payments of interest on the 2018 notes, the 2020 notes, the 2024 notes or the 2027
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 2018 notes, the 2020 notes, the 2024 notes or the 2027 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.
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· 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: The original 2020 notes are listed on the New York Stock Exchange. 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 "--Floating Rate Guaranteed Notes due 2018 --
Optional redemption", "--2.315% Guaranteed Notes due 2020 --Optional redemption", "--3.224% Guaranteed Notes due 2024 --

Optional redemption" and "--3.588% Guaranteed Notes due 2027--Optional redemption," respectively. The provisions for optional tax
redemption described in the prospectus will apply to changes in tax treatments occurring after (i) February 8, 2017 with respect to the 2018
notes, the 2024 notes and the 2027 notes and (ii) February 10, 2015 with respect to the 2020 notes. 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
February 14, 2017.

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

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

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

out of or based upon the indenture, the notes or the guarantee may be instituted in any state or federal court in the Borough of Manhattan in
New York City, New York.
BP Capital U.K.'s principal executive offices are located at Chertsey Road, Sunbury on Thames, Middlesex TW16 7BP, England.

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GENERAL INFORMATION
Documents Available
BP files annual reports and other reports and information with the Securities and Exchange Commission (the "SEC"). Any document BP files
with the SEC may be read and copied at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. You may obtain more
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. BP's filings are also available to the public at the
SEC's website at http://www.sec.gov.
The SEC allows BP to incorporate by reference in the prospectus supplement information contained in documents that BP files with the SEC.
The information that BP incorporates by reference is an important part of this prospectus supplement and the attached prospectus. BP incorporates by
reference in this prospectus supplement the following 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, November 15, 2016 and February 7, 2017.
The information that BP files with the SEC, including future filings, automatically updates and supersedes information in documents filed at
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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.

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Notices
As long as the notes are issued in global form, notices to be given to holders of the notes will be given to DTC, in accordance with its applicable
procedures from time to time.
Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of
any notice given to another holder.
Clearance Systems
The notes have been accepted for clearance through the DTC, Euroclear and Clearstream, Luxembourg systems. The 2018 notes have the
following codes: CUSIP 05565QDJ4 and ISIN US05565QDJ40. The 2020 notes have the following codes: CUSIP 05565QCX4 and ISIN
US05565QCX43. The 2024 notes have the following codes: CUSIP 05565QDL9 and ISIN US05565QDL95. The 2027 notes have the following codes:
CUSIP 05565QDM7 and ISIN US05565QDM78.

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CAPITALIZATION AND INDEBTEDNESS
The following table shows the unaudited consolidated capitalization and indebtedness of the BP Group as of December 31, 2016 in accordance
with IFRS:

As of

December 31, 2016

(US$ millions)

Share capital

Capital shares (1)-(2)

5,284
Paid-in surplus (3)

13,632
Merger reserve (3)

27,206
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Treasury shares

(18,443)
Available-for-sale investments

3
Cash flow hedges

(1,156)
Foreign currency translation reserve

(6,878)
Profit and loss account

75,638
BP shareholders' equity

95,286

Finance debt (4)-(6)

Due within one year

6,634
Due after more than one year

51,666

Total finance debt

58,300

Total Capitalization (7)

153,586

(1)
Issued share capital as of December 31, 2016 comprised 19,473,285,008 ordinary shares, par value US$0.25 per share, and 12,706,252 preference
shares, par value £1 per share. This excludes 1,576,411,070 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
December 31, 2016.
(5)
Obligations under finance leases are included within finance debt in the above table .
(6)
As of December 31, 2016, the parent company, BP p.l.c., had outstanding guarantees totaling $58,297 million, of which $58,267 million related
to guarantees in respect of liabilities of subsidiary undertakings, including $55,517 million relating to finance debt of subsidiaries. Thus 95% of
the Group's finance debt had been guaranteed by BP p.l.c. At December 31, 2016, $133 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 December 31, 2016 in the consolidated capitalization and indebtedness of BP.

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UNITED STATES TAXATION
The 2018 notes, the 2024 notes and the 2027 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. The 2018
notes will be treated as variable rate debt securities for United States federal income tax purposes. Please see the section entitled "Tax Considerations
--United States Taxation--United States Holders--Original Issue Discount--Variable Rate Debt Securities" in the accompanying prospectus.
BP Capital U.K. expects that the 2020 notes will be treated as issued in a "qualified reopening" of the outstanding U.S. $1,250,000,000 2.315%
Guaranteed Notes due 2020 (CUSIP No. 05565QCX4, ISIN US05565QCX43), previously issued by BP Capital U.K. (the "original 2020 notes") for
U.S. federal income tax purposes. Debt securities issued in a qualified reopening for U.S. federal income tax purposes are deemed to be part of the
same issue as the original debt securities. Under such treatment, the 2020 notes would have the same issue date, the same issue price and the same
adjusted issue price as the original 2020 notes for U.S. federal income tax purposes. Payments on the 2020 notes that are attributable to pre-issuance
accrued interest should not be includible in income. A United States holder acquiring the 2020 notes pursuant to this offering generally will be treated
as acquiring the notes with premium, as described in the accompanying prospectus under "Tax Considerations--United States Taxation--Debt
Securities Purchased at a Premium." However, because the 2020 notes may be redeemable by BP Capital U.K. prior to maturity at a premium, special
rules may apply that could reduce, eliminate or defer the amount of premium that you may amortize with respect to the 2020 notes. Please consult your
tax advisor about the effect of BP Capital U.K.'s optional redemption right on your ownership of the 2020 notes.

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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
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Document Outline

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