Bond BP Capital Markets Ltd 3.279% ( US05565QDN51 ) in USD

Issuer BP Capital Markets Ltd
Market price refresh price now   100 %  ▲ 
Country  United Kingdom
ISIN code  US05565QDN51 ( in USD )
Interest rate 3.279% per year ( payment 2 times a year)
Maturity 18/09/2027



Prospectus brochure of the bond BP Capital Markets PLC US05565QDN51 en USD 3.279%, maturity 18/09/2027


Minimal amount 1 000 USD
Total amount 1 500 000 000 USD
Cusip 05565QDN5
Standard & Poor's ( S&P ) rating A- ( Upper medium grade - Investment-grade )
Moody's rating A1 ( Upper medium grade - Investment-grade )
Next Coupon 19/09/2025 ( In 120 days )
Detailed description 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 US05565QDN51, pays a coupon of 3.279% per year.
The coupons are paid 2 times per year and the Bond maturity is 18/09/2027

The Bond issued by BP Capital Markets Ltd ( United Kingdom ) , in USD, with the ISIN code US05565QDN51, 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 US05565QDN51, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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Table of Contents
CALCULATION OF REGISTRATION FEE


Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price
Registration Fee (1)
1.768% Guaranteed Notes due 2019

$500,000,000

$57,950
Guarantees of 1.768% Guaranteed Notes due 2019


(2)
Floating Rate Guaranteed Notes due 2022

$300,000,000

$34,770
Guarantees of Floating Rate Guaranteed Notes due 2022


(2)
2.520% Guaranteed Notes due 2022

$700,000,000

$81,130
Guarantees of 2.520% Guaranteed Notes due 2022

--

(2)
3.279% Guaranteed Notes due 2027

$1,500,000,000
$173,850
Guarantees of 3.279% 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. $993,890 of the unused filing fees
paid in connection with these registration statements were previously used and $2,579,880 of unused registration fees are available for
offset as of this date. The $347,700 registration fee relating to the securities offered by this prospectus supplement is hereby offset against
the $2,579,880 of unused registration fees available for offset as of this date. Accordingly, no filing fee is paid herewith, and $2,232,180
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
September 14, 2017
(To prospectus dated December 11, 2015)

BP Capital Markets p.l.c.
$500,000,000 1.768% Guaranteed Notes due 2019
$300,000,000 Floating Rate Guaranteed Notes due 2022
$700,000,000 2.520% Guaranteed Notes due 2022
$1,500,000,000 3.279% Guaranteed Notes due 2027
Payment of the principal of and interest on the notes is fully guaranteed by
BP p.l.c.


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The 1.768% guaranteed notes due 2019 (the "2019 fixed rate notes") will bear interest at the rate of 1.768% per year. The floating rate guaranteed notes due
2022 (the "2022 floating rate notes") will bear interest at a floating rate equal to the three-month U.S. dollar LIBOR plus 0.650%. The 2.520% guaranteed
notes due 2022 (the "2022 fixed rate notes") will bear interest at the rate of 2.520% per year. The 3.279% guaranteed notes due 2027 (the "2027 fixed rate
notes" and, together with the 2019 fixed rate notes, 2022 floating rate notes and the 2022 fixed rate notes, the "notes") will bear interest at the rate of 3.279%
per year. BP Capital Markets p.l.c. will pay interest on the 2019 fixed rate notes on each March 19 and September 19, commencing on March 19, 2018. BP
Capital Markets p.l.c. will pay interest on the 2022 floating rate notes on each March 19, June 19, September 19 and December 19. The first such payment will
be made on December 19, 2017. BP Capital Markets p.l.c. will pay interest on the 2022 fixed rate notes on each March 19 and September 19, commencing on
March 19, 2018. BP Capital Markets p.l.c. will pay interest on the 2027 fixed rate notes on each March 19 and September 19, commencing on March 19, 2018.
The 2019 fixed rate notes will mature on September 19, 2019. The 2022 floating rate notes will mature on September 19, 2022. The 2022 fixed rate notes will
mature on September 19, 2022. The 2027 fixed rate notes will mature on September 19, 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.


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 49 of BP's 2016 Annual Report on Form 20-F.



Per 2019
Total for
Per 2022
Total for
Per 2022
Total for
Per 2027
Total for 2027
Fixed Rate
2019 Fixed
Floating
2022 Floating
Fixed Rate
2022 Fixed
Fixed
Fixed Rate


Note
Rate Notes Rate Note Rate Notes
Note
Rate Notes Rate Note
Notes

Public Offering Price (1)
100.000% $500,000,000 100.000% $300,000,000 100.000% $700,000,000 100.000% $1,500,000,000
Underwriting Discount

0.100% $
500,000
0.170% $
510,000
0.170% $
1,190,000
0.300% $
4,500,000
Proceeds, before expenses, to BP
Capital Markets p.l.c.

99.900% $499,500,000 99.830% $299,490,000
99.830% $698,810,000 99.700% $1,495,500,000

(1) Interest on the notes will accrue from September 19, 2017.


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
September 19, 2017.


Joint Book-Running Managers

Credit Suisse
Goldman Sachs &
HSBC
J.P. Morgan
Morgan Stanley
UBS Investment

Co. LLC




Bank
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,
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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, 2017 and under "Risk factors" in BP's Annual Report on Form 20-F for the fiscal year ended December 31, 2016. Factors
set out in BP's Form 6-K for the period ended June 30, 2017 and in BP's Annual Report on Form 20-F for the fiscal year ended December 31,
2016 are important factors, although not exhaustive, that may cause actual results and developments to differ materially from those expressed or
implied by these forward-looking statements.

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DESCRIPTION OF NOTES
This section outlines the specific financial and legal terms of the notes that are more generally described under "Description of Debt
Securities and Guarantees" beginning on page 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.
1.768% Guaranteed Notes due 2019 (the "2019 fixed rate notes")


· Issuer: BP Capital U.K.


· Title: 1.768% Guaranteed Notes due 2019


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


· Issuance date: September 19, 2017


· Maturity date: September 19, 2019


· Day count: 30/360


· Day count convention: Following Unadjusted


· Interest rate: 1.768% per annum


· Date interest starts accruing: September 19, 2017


· Interest payment dates: Each March 19 and September 19, subject to the day count convention.


· First interest payment date: March 19, 2018

· 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 2019 fixed rate 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 2019 fixed rate notes to be redeemed
and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2019 fixed rate 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 10 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 2019 fixed rate 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
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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 Credit Suisse Securities (USA) LLC, Goldman Sachs & Co.
LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and UBS Securities LLC or their
affiliates, each of which is a primary U.S. government securities dealer in the United States (a "primary treasury dealer"), and their
respective successors, and two other primary treasury dealers selected by BP Capital U.K., provided, however, that if any of the
foregoing shall

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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 2019 fixed rate 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 2019

fixed rate notes issued hereby. These additional 2019 fixed rate notes will be deemed part of the same series as the 2019 fixed rate notes
issued hereby and will provide the holders of these additional 2019 fixed rate notes the right to vote together with holders of the 2019
fixed rate notes issued hereby, provided that such additional notes will be issued with no more than de minimis original issue discount
or will be part of a "qualified reopening" for U.S. federal income tax purposes.
Net proceeds: The net proceeds, before expenses, will be $499,500,000.
Floating Rate Guaranteed Notes due 2022 (the "2022 floating rate notes")


· Issuer: BP Capital U.K.


· Title: Floating Rate Guaranteed Notes due 2022


· Total principal amount being issued: $300,000,000


· Issuance date: September 19, 2017


· Maturity date: September 19, 2022


· 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 September 15, 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: September 19, 2017


· Interest payment dates: March 19, June 19, September 19 and December 19 of each year, subject to the Day Count Convention.


· First interest payment date: December 19, 2017


· Spread: 0.650%

· 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 September 19, 2017, and will end on, but not include, the first
interest payment date.
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· Interest determination date: The interest determination date relating to a particular interest reset date will be the second London

business day preceding such interest reset date.

· London business day: Any week day on which banking or trust institutions in London are not authorized generally or obligated by

law, regulation or executive order to close, on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

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

day.


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

· Calculation of U.S. dollar LIBOR: The calculation agent will determine U.S. dollar LIBOR in accordance with the following
provisions: With respect to any interest determination date, U.S. dollar LIBOR will be the rate for deposits in U.S. dollars having a
maturity of three months commencing on the interest reset date that appears on the designated LIBOR page as of 11:00 a.m., London
time, on that interest determination date. If no rate appears, U.S. dollar LIBOR, in respect of that interest determination date, will be
determined as follows: the calculation agent will request the principal London offices of each of four major reference banks in the
London interbank market, as selected and identified by BP Capital U.K., to provide the calculation agent with its offered quotation for
deposits in U.S. dollars for the period of three months, commencing on the interest reset date, to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on that interest determination date and in a principal amount that is representative
for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then U.S. dollar LIBOR on
that interest determination date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then U.S.
dollar LIBOR on the interest determination date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York
City time, on the interest determination date by three major banks in The City of New York selected and identified by BP Capital U.K.

for loans in U.S. dollars to leading European banks, having a three-month maturity and in a principal amount that is representative for a
single transaction in U.S. dollars in that market at that time; provided, however, that if the banks selected and identified by BP Capital
U.K. are not providing quotations in the manner described by this sentence, U.S. dollar LIBOR determined as of that interest
determination date will be U.S. dollar LIBOR in effect on that interest determination date (i.e., the same as the rate determined for the
immediately preceding interest reset date). The designated LIBOR page is Bloomberg L.P.'s page "BBAM", or any successor service
for the purpose of displaying the London interbank rates of major banks for U.S. dollars. Bloomberg L.P.'s page "BBAM" is the
display designated as "BBAM", or such other page as may replace Bloomberg L.P.'s page "BBAM" 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 2022 floating rate notes shall be conclusive and binding on the
holders of the 2022 floating rate notes, BP, BP Capital U.K. and the trustee, absent manifest error.

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· 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 2022 floating rate 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 2022

floating rate notes issued hereby. These additional 2022 floating rate notes will be deemed part of the same series as the 2022 floating
rate notes issued hereby and will provide the holders of these additional 2022 floating rate notes the right to vote together with holders
of the 2022 floating rate 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 $299,490,000.
2.520% Guaranteed Notes due 2022 (the "2022 fixed rate notes")


· Issuer: BP Capital U.K.

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· Title: 2.520% Guaranteed Notes due 2022


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


· Issuance date: September 19, 2017


· Maturity date: September 19, 2022


· Day count: 30/360


· Day count convention: Following Unadjusted


· Interest rate: 2.520% per annum


· Date interest starts accruing: September 19, 2017


· Interest payment dates: Each March 19 and September 19, subject to the day count convention.


· First interest payment date: March 19, 2018

· 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 19, 2022 (the date that is one month prior to the scheduled maturity date for the 2022 fixed rate
notes), BP Capital U.K. has the right to redeem the 2022 fixed rate 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 2022 fixed rate notes to be redeemed and (ii) the sum of
the present values of the remaining scheduled payments of principal and interest on the 2022 fixed rate notes to be redeemed that would
be due if such notes matured on August 19, 2022 (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. On or after
August 19, 2022 (the date that is one month prior to the scheduled maturity date for the 2022 fixed rate notes), BP Capital U.K. has the

right to redeem the 2022 fixed rate 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 2022 fixed rate 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

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2022 fixed rate 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
Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan
Stanley & Co. LLC and UBS Securities LLC or their affiliates, each of which is a primary U.S. government securities dealer in the

United States (a "primary treasury dealer"), and their respective successors, and two other primary treasury dealers selected by BP
Capital U.K., provided, however, that if any of the foregoing shall cease to be a primary treasury dealer, BP Capital U.K. shall
substitute therefor another primary treasury dealer. "Reference treasury dealer quotations" means with respect to each reference
treasury dealer and any redemption date, the average, as determined by the quotation agent, of the bid and asked prices for the
comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the quotation agent by
such reference treasury dealer at 5:00 p.m. New York time on the third business day preceding such redemption date.

· Further issuances: BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue
additional 2022 fixed rate 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 2022

fixed rate notes issued hereby. These additional 2022 fixed rate notes will be deemed part of the same series as the 2022 fixed rate notes
issued hereby and will provide the holders of these additional 2022 fixed rate notes the right to vote together with holders of the 2022
fixed rate notes issued hereby, provided that such additional notes will be issued with no more than de minimis original issue discount
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or will be part of a "qualified reopening" for U.S. federal income tax purposes.
Net proceeds: The net proceeds, before expenses, will be $698,810,000.
3.279% Guaranteed Notes due 2027 (the "2027 fixed rate notes")


· Issuer: BP Capital U.K.


· Title: 3.279% Guaranteed Notes due 2027


· Total principal amount being issued: $1,500,000,000


· Issuance date: September 19, 2017


· Maturity date: September 19, 2027


· Day count: 30/360


· Day count convention: Following Unadjusted


· Interest rate: 3.279% per annum


· Date interest starts accruing: September 19, 2017


· Interest payment dates: Each March 19 and September 19, subject to the day count convention.


· First interest payment date: March 19, 2018

· 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 June 19, 2027 (the date that is three months prior to the scheduled maturity date for the 2027 fixed rate

notes), BP Capital U.K. has the right to redeem the 2027 fixed rate notes, in whole or in part, at any time and from time to time at a
redemption price equal to the greater

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of (i) 100% of the principal amount of the 2027 fixed rate notes to be redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the 2027 fixed rate notes to be redeemed that would be due if such notes matured on
June 19, 2027 (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 June 19, 2027 (the date that is three months
prior to the scheduled maturity date for the 2027 fixed rate notes), BP Capital U.K. has the right to redeem the 2027 fixed rate 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 fixed rate
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 fixed rate
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 Credit
Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan
Stanley & Co. LLC and UBS Securities LLC or their affiliates, each of which is a primary U.S. government securities dealer in the
United States (a "primary treasury dealer"), and their respective successors, and two other primary treasury dealers selected by BP
Capital U.K., provided, however, that if any of the foregoing shall cease to be a primary treasury dealer, BP Capital U.K. shall
substitute therefor another primary treasury dealer. "Reference treasury dealer quotations" means with respect to each reference
treasury dealer and any redemption date, the average, as determined by the quotation agent, of the bid and asked prices for the
comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the quotation agent by
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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 fixed rate 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

fixed rate notes issued hereby. These additional 2027 fixed rate notes will be deemed part of the same series as the 2027 fixed rate notes
issued hereby and will provide the holders of these additional 2027 fixed rate notes the right to vote together with holders of the 2027
fixed rate notes issued hereby, provided that such additional notes will be issued with no more than de minimis original issue discount
or will be part of a "qualified reopening" for U.S. federal income tax purposes.
Net proceeds: The net proceeds, before expenses, will be $1,495,500,000.
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.

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· 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.

· Payment of additional amounts: Under current law, payments of interest on the 2019 fixed rate notes, the 2022 floating rate notes, the
2022 fixed rate notes or the 2027 fixed rate 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 2019 fixed rate notes, the 2022 floating rate notes, the
2022 fixed rate notes or the 2027 fixed rate 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 "-- 1.768% Guaranteed Notes due 2019 --

Optional redemption", "-- 2.520% Guaranteed Notes due 2022 --Optional redemption" and "-- 3.279% 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 September 14, 2017. 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
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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 September 19, 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.

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· 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, 2016 dated April 6, 2017.

· 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: May 4, 2017, August 1, 2017 and September 13, 2017.
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, 2016 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
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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 2019 fixed rate notes
have the following codes: CUSIP 05565QDR6 and ISIN US05565QDR65. The 2022 floating rate notes have the following codes: CUSIP
05565QDQ8 and ISIN US05565QDQ82. The 2022 fixed rate notes have the following codes: CUSIP 05565QDP0 and ISIN US05565QDP00. The
2027 fixed rate notes have the following codes: CUSIP 05565QDN5 and ISIN US05565QDN51.

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CAPITALIZATION AND INDEBTEDNESS
The following table shows the unaudited consolidated capitalization and indebtedness of the BP Group as of June 30, 2017 in accordance
with IFRS:

As of


June 30 , 2017


(US$ millions)
Share capital

Capital shares (1)-(2)


5,330
Paid-in surplus (3)


13,586
Merger reserve (3)


27,206
Treasury shares


(17,149)
Available-for-sale investments


6
Cash flow hedges


(904)
Foreign currency translation reserve


(5,857)
Profit and loss account


74,585
BP shareholders' equity


96,803




Finance debt (4)-(6)

Due within one year


7,385
Due after more than one year


55,619




Total finance debt


63,004




Total Capitalization (7)


159,807





(1)
Issued share capital as of June 30, 2017 comprised 19,751,491,901 ordinary shares, par value US$0.25 per share, and 12,706,252 preference
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Document Outline