Bond BP Capital Markets Ltd 4.875% ( US05565QDV77 ) in USD

BP Capital Markets Ltd

96.1955 % ▲

United Kingdom

US05565QDV77 ( in USD )

4.875% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond BP Capital Markets PLC US05565QDV77 en USD 4.875%, maturity Perpetual

1 000 USD

2 500 000 000 USD

05565QDV7

BBB ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

22/06/2025 ( In 32 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.

The Bond issued by BP Capital Markets Ltd ( United Kingdom ) , in USD, with the ISIN code US05565QDV77, pays a coupon of 4.875% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual

The Bond issued by BP Capital Markets Ltd ( United Kingdom ) , in USD, with the ISIN code US05565QDV77, was rated A3 ( 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 US05565QDV77, was rated BBB ( Lower 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)
4.375% Perpetual Subordinated Non-Call 5.25 Fixed Rate Reset Notes

$2,500,000,000

$324,500
Guarantee of 4.375% Perpetual Subordinated Non-Call 5.25 Fixed Rate Reset Notes

--

(2)
4.875% Perpetual Subordinated Non-Call 10 Fixed Rate Reset Notes

$2,500,000,000

$324,500
Guarantee of 4.875% Perpetual Subordinated Non-Call 10 Fixed Rate Reset Notes

--

(2)
Total

$5,000,000,000

$649,000

(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 $820,350 of unused filing fees paid in connection with Registration Statement (Nos. 333-179953 and
333-179953-01), filed on March 7, 2012, as amended (and previously transferred onto Registration Statement Nos. 333-201894 and 333-201894-01)
were carried forward to be offset against future registration fees payable under Registration Statement (Nos. 333-226485 and 333-226485-01), filed
by the registrant on August 1, 2018. $1,601,350 of the unused filing fees paid in connection with these registration statements were previously used
and $630,830 of unused registration fees are available for offset as of this date. The $649,000 registration fee relating to the securities offered by this
prospectus supplement is hereby offset against the $630,830 of unused registration fees available for offset as of this date, with the excess $18,170
registration fee separately paid.
(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.: 333-226485 and 333-226485-01
Prospectus Supplement
June 17, 2020
(To prospectus dated August 1, 2018)

BP Capital Markets p.l.c.
$2,500,000,000 4.375% Perpetual Subordinated Non-Call 5.25 Fixed Rate Reset Notes
$2,500,000,000 4.875% Perpetual Subordinated Non-Call 10 Fixed Rate Reset Notes
Payment of the principal of and interest on the notes is fully guaranteed by
BP p.l.c.

The 4.375% perpetual subordinated non-call 5.25 fixed rate reset notes (the "Non-Call 5.25 Notes") will bear interest, from (and including) the date of issuance (the "Issue Date") to (but excluding) the relevant First Reset Date
(as defined herein), at a rate equal to 4.375% per annum. The 4.875% perpetual subordinated non-call 10 fixed rate reset notes (the "Non-Call 10 Notes", and together with the Non-Call 5.25 Notes, the "Notes") will bear
interest, from (and including) the Issue Date to (but excluding) the relevant First Reset Date (as defined herein), at a rate equal to 4.875% per annum. From (and including) the relevant First Reset Date, the Notes will bear
interest at a rate equal to the Five -Year Treasury Rate (as defined herein) in relation to that Reset Period (as defined herein) plus the relevant Margin (as defined herein) applicable to that Reset Period. Subject to the
conditions described herein, (i) in respect of the Non-Call 5.25 Notes, interest will be payable (subject to deferral as described below) semi-annually in arrear on March 22 and September 22 of each year, commencing on
September 22, 2020, and (ii) in respect of the Non-Call 10 Notes, interest will be payable (subject to deferral as described below) semi-annually in arrear on June 22 and December 22 of each year, commencing on December
22, 2020. In the event of a Winding-Up (as defined herein) of BP Capital Markets p.l.c. ("BP Capital U.K."), the payment obligations of BP Capital U.K. under the Notes will rank junior to BP Capital U.K.'s Senior
Obligations (as defined herein), equally with BP Capital U.K.'s Parity Obligations (as defined herein) and senior to BP Capital U.K.'s Ordinary Shares.
Payment of the principal of and interest on the Notes is fully guaranteed on a subordinated basis by BP p.l.c (the "Guarantee"). In the event of a Winding-Up of BP p.l.c. ("BP"), the Guarantee will rank junior to BP's Senior
Obligations (which may include certain preference shares and other equity securities), equally with BP's Parity Obligations (as defined herein) and senior to BP's Ordinary Shares.
BP Capital U.K. may elect, in its sole discretion, to defer payment of interest (in whole or in part) due on any Interest Payment Date in respect of the Notes. Such Deferred Interest Payments (as defined herein)
will accrue additional interest at the relevant Interest Rate prevailing from time to time (which will also be added to any Deferred Interest Payments on each subsequent Interest Payment Date and accrue interest
in the same manner). Any such deferred payments and any additional interest thereon are referred to as "Arrears of Interest". BP Capital U.K. must pay Arrears of Interest in respect of the Notes upon the date
for redemption of all the Notes or in certain other limited circumstances, as further described under "Description of Notes and Guarantee".
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The Notes are perpetual securities in respect of which there is no fixed Redemption Date. BP Capital U.K. may redeem the Notes (in whole but not in part) on the relevant First Call Date (as defined herein) and on any day
thereafter to (and including) the relevant First Reset Date, or on any relevant Interest Payment Date (as defined herein) thereafter, at their outstanding principal amount plus any accrued but unpaid interest up to (but excluding)
the relevant Redemption Date and any outstanding Arrears of Interest (without double counting).
In addition, on the occurrence of an Accounting Event, a Rating Agency Event or a Tax Deduction Event (each as defined herein) or pursuant to an Optional Tax Redemption (as defined herein), BP Capital U.K. has the right,
but not the obligation, to redeem the Notes (in whole but not in part) at the prices noted herein or, as an alternative to redemption, without the consent of the holders of the Notes, either (i) to substitute all, but not less than all,
of the Notes for, or (ii) to vary the terms of the Notes with the effect that they remain or become, as the case may be, Qualifying Securities (as defined herein).
Application will be made to list the Notes on the New York Stock Exchange. The New York Stock Exchange is not a regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II")
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 S -2 of this prospectus supplement and page 3 of the accompanying prospectus and "Risk factors" beginning on page 70
of BP's 2019 Annual Report on Form 20-F.

Per
Total for the
Per
Total for the
Non -Call
Non -Call 5.25
Non -Call
Non -Call

5.25 Note
Notes

10 Note
10 Notes

Public Offering Price (1)

100.000%
$2,500,000,000
100.000%
$2,500,000,000
Underwriting Discount

0.400%
$
10,000,000

0.400%
$
10,000,000
Proceeds, before expenses, to BP Capital Markets U.K..

99.600%
$2,490,000,000

99.600%
$2,490,000,000
(1) Interest on the Notes will accrue from (and including) June 22, 2020.

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 June 22, 2020.

Structuring Agents

BNP PARIBAS

BofA Securities
Global Co-ordinators

BNP PARIBAS

BofA Securities

Citigroup

Goldman Sachs & Co. LLC

Joint Lead Managers

BNP PARIBAS

BofA Securities

Citigroup

Goldman Sachs & Co. LLC
J.P. Morgan Morgan Stanley
Co-Managers

Deutsche Bank Securities

HSBC

Lloyds Bank Corporate Markets

Mizuho Securities
MUFG
Santander
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 U.K. or BP's 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.
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
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of factors, including the specific factors identified in the discussions accompanying such forward-looking statements and other factors discussed elsewhere
in this prospectus supplement, including under "Risk Factors", and including under "Risk factors" in BP's Annual Report on Form 20-F for the fiscal year
ended December 31, 2019. Factors set out in this prospectus supplement and BP's Annual Report on Form 20-F for the fiscal year ended December 31,
2019 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-1
Table of Contents
RISK FACTORS
Investing in the securities offered using this prospectus supplement involves risks. BP Capital U.K. urges you to consider carefully the risks
described below, together with the risks described in the accompanying prospectus and the documents incorporated by reference into this prospectus
supplement or the accompanying prospectus before you decide to buy securities of BP Capital U.K. The potential impact of the occurrence, or
re-occurrence, of any of these risks could have a material adverse effect on BP's business, financial position, results of operations, competitive position,
cash flows, prospects, liquidity, shareholder returns and/or implementation of its strategic agenda, and could cause the trading price and liquidity of the
securities of BP Capital U.K. or BP to decline, in which case you may lose all or part of your investment. In addition to the risk factors relating to the
Notes and the Guarantee set forth below, you should read "Risk Factors" in the accompanying prospectus and "Risk factors" in BP's Annual Report on
Form 20-F for the fiscal year ended December 31, 2019, each of which is incorporated by reference in this prospectus supplement, the accompanying
prospectus, or similar sections in subsequent filings incorporated by reference in this prospectus supplement or the accompanying prospectus, for
information on risks relating to BP's business.
Defined terms used herein have the meaning given to them in "Description of Notes and Guarantee" below.
Risks relating to the Notes and Guarantee
The Notes and the Guarantee are subordinated to Senior Obligations of BP Capital U.K. and BP, respectively
The Notes are unconditional, unsecured and subordinated obligations of BP Capital U.K. and will rank pari passu without any preference among
themselves and pari passu with any Parity Obligations of BP Capital U.K., but junior to any Senior Obligations (as defined herein) of BP Capital U.K. and
senior to the Ordinary Shares of BP Capital U.K. For more information on subordination of the Notes, see "Description of Notes and Guarantee--
Subordination and Waiver of Set-off Provisions--Subordination of the Notes" below.
Payment of the principal, interest and all other moneys payable by BP Capital U.K. under or pursuant to the Notes and/or the Indenture (as defined
herein) has been unconditionally and irrevocably guaranteed by BP. The obligations of BP under the Guarantee are unconditional, unsecured and
subordinated, and the rights and claims of holders of the Notes ("Noteholders") will rank pari passu without any preference among themselves and pari
passu with any Parity Obligations of BP, but junior to any Senior Obligations of BP and senior to the Ordinary Shares of BP. For more information on
subordination of the Guarantee, see "Description of Notes and Guarantee--Subordination and Waiver of Set-Off Provisions--Subordination of the
Guarantee" below. Noteholders are advised that unsubordinated liabilities of BP may also arise out of events that are not reflected on the balance sheet of
BP, including, without limitation, the issuance of guarantees on an unsubordinated basis and the crystallization of contingent liabilities. Claims made under
such guarantees and contingent liabilities would become unsubordinated liabilities of BP that, in a Winding-Up of BP, would be paid in full before the
obligations under the Guarantee may be satisfied.
To give effect to the intended rankings described above, upon a Winding-Up of BP Capital U.K. or BP (otherwise than for the purposes of a Solvent
Reorganization of BP Capital U.K. or BP), each holder of Notes and the Guarantee will be deemed to hold Notional Preference Shares in BP Capital U.K.
or BP, as applicable. For the purposes only of the calculation of the amount payable to a Noteholder upon a Winding-Up of BP Capital U.K. or BP, in
respect of each Note and accrued but unpaid interest (including any outstanding Arrears of Interest in respect of such interest), a Noteholder will be deemed
to hold a Notional Preference Share in BP Capital U.K. or BP, as applicable, entitling the holder thereof to receive in respect of such Notional Preference
Share an amount in the Winding-Up of BP Capital U.K. or BP that is equal to the principal amount of the relevant Note and any accrued but unpaid interest
and any outstanding Arrears of Interest in respect of such interest (without double counting) (and, in the case of an administration, on the same assumption
that shareholders were entitled to claim and recover in respect of their shares to the same degree as in a Winding-Up). For the purpose of

S-2
Table of Contents
construing the provisions of the Guarantee and BP's payment obligations in respect thereof, the latter amounts shall be treated as due and payable by BP
Capital U.K. on the date such Winding-Up order of BP Capital U.K. is made or such resolution is passed or notice is given, as the case may be and,
consequently, a claim under the Guarantee in respect of such amount may be made on, or at any time after, such date. Amounts payable to the holders of
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the Notes or the Guarantee upon Winding-Up of BP Capital U.K. or BP will only be paid after the debts owing to the holders of the Senior Obligations of
BP Capital U.K. or BP, as applicable, have been paid in full.
The Notes and the Guarantee will also be unsecured, which means that they will also be subordinated to any secured obligations of BP Capital U.K.
or BP in respect of the assets securing such obligations.
Although the Notes may pay a higher rate of interest than comparable notes which are not subordinated, there is a real risk that an investor in the
Notes will lose all or some of their investment should BP Capital U.K. or BP be subject to a Winding-Up.
As of March 31, 2020, the total current and non-current interest bearing liabilities of the BP group, all of which would rank senior to the Notes and
the Guarantee upon liquidation, equaled approximately $183,384,000,000 in aggregate principal amount. This does not include obligations of the
subsidiaries of BP (other than BP Capital Markets U.K.), to which the obligations of BP under the Guarantee are structurally subordinated. As of March 31,
2020, BP had outstanding 5,473,414 cumulative second preference shares of £1 each, which will rank as Parity Obligations to the Guarantee as of the Issue
Date. As of March 31, 2020, BP also had outstanding 7,232,838 cumulative first preference shares of £1 each, which will rank as Senior Obligations to the
Guarantee as of the Issue Date.
None of the Notes, the Guarantee or the Indenture restrict BP Capital U.K. or BP from issuing additional securities (including preference shares or
other equity securities) which will be deemed Parity Obligations or Senior Obligations of the Notes and Guarantee, as applicable. See "No limitation on
issuing senior or pari passu securities" below.
BP Capital U.K. has the right to defer interest payments on the Notes
BP Capital U.K. may, in its sole discretion, defer all or part of any payments of interest on the Notes. Arrears of interest resulting from such deferral
may, at the option of BP Capital U.K., be paid at any time, and the circumstances in which it is required to be paid are limited. While the deferral of
interest payments continues, BP Capital U.K. and BP may make payments on any Senior Obligations. In such circumstances, such deferral shall not
constitute an event of default, the Noteholders will not be able to accelerate the maturity of their Notes and such Noteholders will have claims only for
amounts then due and payable on their Notes. Additionally, during any such deferral period, Noteholders will receive limited or no current payments on the
Notes.
In addition, the terms of any Parity Obligations of BP Capital U.K. or BP may operate to restrict BP Capital U.K.'s ability to pay interest on the
Notes or BP's ability to make payments on its Guarantee, to the extent that payments are deferred on such Parity Obligations.
To the extent a secondary market develops for the Notes, any deferral of payments of interest on the Notes is likely to have an adverse effect on the
market price of the Notes. As a result of BP Capital U.K.'s deferral right, or if investors perceive that there is a likelihood that BP Capital U.K. will exercise
its deferral right, the market for the Notes may become less active or be discontinued during such a deferral period, and the market price of the Notes may
be more volatile than the market prices of other securities on which interest or distributions accrue that are not subject to such deferrals and may be more
sensitive generally to adverse changes in the financial condition of BP Capital U.K. and BP. If BP Capital U.K. does decide to defer interest payments on
the Notes and you sell your Notes during the period of that deferral, you may not receive the same return on your investment as a holder that continues to
hold its Notes until BP Capital U.K. pays the deferred interest at the end of the applicable deferral period.

S-3
Table of Contents
The Notes will have limited events of default
Under the terms of the Indenture, the events of default in relation to the Notes are limited to the events of default set forth in the section entitled
"Description of Notes and Guarantee--Events of Default Provisions" below. The events of default under the Notes are more limited than those typically
available to our unsubordinated creditors. An event of default under the Notes occurs only in the event of a Winding-Up of BP Capital U.K. or BP (other
than for the purposes of a Solvent Reorganization of BP Capital U.K. or BP). For further detail regarding the remedies available to the Trustee and the
Noteholders, see "Description of Notes and Guarantee--Events of Default Provisions".
The Notes are perpetual securities and Noteholders have no right to call the Notes
The Notes are perpetual securities in respect of which there is no fixed redemption date. Although BP Capital U.K. may redeem the Notes in certain
circumstances, it is under no obligation to do so. You have no right to call the Notes for the redemption. Consequently, other than upon the liquidation of
BP Capital U.K., Noteholders will be entitled to receive a return of the principal amount of their investment in the Notes only if BP Capital U.K. elects to
redeem the Notes, which may happen under certain circumstances as described under "Description of Notes and Guarantee--Redemption Provisions".
Noteholders will only be able to dispose of their Notes by sale, and may be unable to do so at a price at or above the amount they have paid for them, or at
all, if insufficient liquidity exists in the market for the Notes. As a result, Noteholders may be required to bear the financial risks of an investment in the
Notes for an indefinite period of time.
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BP Capital U.K. may redeem the Notes under certain circumstances
BP Capital U.K. may redeem the Notes (in whole but not in part) on the relevant First Call Date and on any day thereafter to (and including) the
relevant First Reset Date, or any Interest Payment Date thereafter, at a redemption price equal to their outstanding principal amount plus accrued and
unpaid interest up to (but excluding) the relevant redemption date and any outstanding Arrears of Interest (without double counting). The redemption at the
option of BP Capital U.K. may affect the market value of the Notes. During any period when BP Capital U.K. may elect to redeem the Notes or when BP
Capital U.K. is perceived to be able to redeem the Notes, the market value of the Notes generally will not rise substantially above the price at which they
can be redeemed.
BP Capital U.K. may also redeem the Notes (in whole but not in part) at any time at the prices noted herein after the occurrence of certain events as
described in detail under "Description of Notes and Guarantee--Redemption Provisions", including:

·
certain changes in applicable accounting laws following which the obligations under the Notes would no longer be recorded as "equity" (an

Accounting Event);

·
certain changes that result in the Notes receiving lower "equity credit" than the original "equity credit" assigned to them (a Rating Agency

Event); or

·
certain changes in applicable tax laws that impact the deductibility of interest in respect of the Notes (a Tax Deduction Event).
The Notes may also be redeemed or purchased and cancelled as described under "Description of Debt Securities and Guarantees--Optional Tax
Redemption" on page 19 of the accompanying prospectus (an "Optional Tax Redemption"). The provisions for optional tax redemption described in the
accompanying prospectus will apply to changes in tax treatments occurring after the date of this prospectus supplement.
Events that would constitute an Accounting Event, a Rating Agency Event or a Tax Deduction Event, or permit an Optional Tax Redemption, each as
described herein, could occur at any time and could result in the

S-4
Table of Contents
Notes being redeemed earlier than would otherwise be the case. In the event BP Capital U.K. chooses to redeem the Notes, you may not be able to reinvest
the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the Notes.
You will have no right to request or require redemption of the Notes in any circumstance, including upon any decision by BP Capital U.K. to defer
payments of interest in accordance with the terms of the Notes. See also the risk factor entitled "The secondary market for the Notes may be illiquid."
If the Notes are redeemed, the redemption may be a taxable event to you.
Variation or substitution of the Notes without the consent of Noteholder
We may, in our sole discretion and without the consent or approval of Noteholders, elect to substitute Qualifying Securities (as defined herein) for
the Notes, or vary the terms of the Notes with the effect that they become or remain Qualifying Securities as an alternative to redemption at any time
following the occurrence of a Rating Agency Event, an Accounting Event, a Tax Deduction Event or in circumstances that would permit Optional Tax
Redemption. While Qualifying Securities are required to contain terms not materially less favorable to the class of Noteholders taken as a whole (as
reasonably determined by us), there can be no assurance that the Qualifying Securities will not have a significant adverse impact on the price of, and/or
market for, the Notes or the circumstances of individual Noteholders. In addition, any such substitution or variance could have unexpected commercial
consequences depending on the circumstances of an individual Noteholder, and we will consider the impact on the class of Noteholders taken as a whole
and are not required to take into account the individual circumstances of each Noteholder.
For further detail regarding the substitution or variation, see "Description of Notes and Guarantee--Redemption Provisions--Substitution or
Variation".
No limitation on issuing senior or pari passu securities
None of the Notes, the Guarantee or the Indenture restrict the amount of securities (including preference shares or other equity securities), guarantees
or other liabilities which either of BP Capital U.K. or BP may issue or incur and which would rank senior to, or pari passu with, the Notes or the Guarantee.
The issue of any such securities or the incurrence of any such other liabilities may reduce the amount (if any) recoverable by Noteholders on a Winding-Up
of BP Capital U.K. or BP and/or may increase the likelihood of a deferral of interest under the Notes. Further, the terms of such securities, guarantees or
other liabilities may include provisions resulting in BP Capital U.K. being required to defer interest under the Notes in circumstances where a deferral of
interest is made on such other newly-issued securities, guarantees or liabilities. In addition, under the terms of the Notes and the Guarantee, the issuance of
new preference shares or other equity security interests that are Parity Obligations may result in existing securities that until such new issuance were Parity
Obligations (including our outstanding cumulative second preference shares of £1 each) being deemed to be Senior Obligations to the Notes and Guarantee,
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as applicable, following such issuance.
BP Capital U.K. and BP are not prohibited from taking actions that could adversely impact your investment in the Notes
None of the Notes, the Guarantee or the Indenture limit the ability of BP Capital U.K. or BP to incur additional debt, whether secured or unsecured, or
issue additional securities (including preference shares or other equity securities). Such debt or securities may rank senior to or pari passu with the Notes
and the Guarantee upon Winding-Up of BP Capital U.K. or BP, as the case may be.
Additionally, the Notes, the Guarantee and Indenture do not:

·
require BP Capital U.K. or BP to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity;

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·
restrict the ability of BP Capital U.K. or BP to repurchase or prepay any of their respective other securities or other indebtedness;

·
restrict the ability of BP Capital U.K. or BP to make investments or to repurchase, pay dividends on or make other payments in respect of

BP's ordinary shares or other securities of BP Capital U.K. or BP ranking junior to the Notes or the Guarantee;

·
restrict the ability of BP Capital U.K. or BP to enter into transactions with affiliates;

·
restrict the ability of BP Capital U.K. or BP to enter into highly leveraged transactions; or

·
require BP Capital U.K. or BP to repurchase the Notes in the event of a change of control.
As a result of the foregoing, when evaluating an investment in the Notes, you should be aware that none of the Notes, the Guarantee or the Indenture
restrict BP Capital U.K. or BP's ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and events that could
have an adverse impact on your investment in such Notes.
BP's ability to make payments pursuant to the Guarantee depends largely on its subsidiaries and associated companies
The Guarantee is solely an obligation of BP. BP is primarily a holding company and its ability to make payments to Noteholders pursuant to the
Guarantee in respect of the Notes depends largely upon the receipt of dividends, distributions, interest or advances from its wholly or partially owned
subsidiaries and associated companies. The ability of the subsidiaries and associated companies of BP to pay dividends, distributions, interest or advances
may be subject to applicable laws and/or market conditions.
Should BP Capital U.K. default on the Notes, or should BP default on the Guarantee, your right to receive payments on such Notes or Guarantee may
be adversely affected by applicable insolvency laws
BP Capital U.K. is incorporated under the laws of England and Wales and BP is incorporated under the laws of England and Wales. Accordingly,
insolvency proceedings with respect to BP Capital U.K. or BP are likely to proceed under, and be governed by, UK insolvency law and insolvency
proceedings. The procedural and substantive provisions of such insolvency laws are generally more favorable to secured creditors than comparable
provisions of United States law. These provisions afford debtors and unsecured creditors only limited protection from the claims of secured creditors and it
will generally not be possible for BP Capital U.K. or BP or other unsecured creditors to prevent or delay the secured creditors from enforcing their security
to repay the debts due to them under the terms that such security was granted.
The secondary market for the Notes may be illiquid
The Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. While
certain of the underwriters have advised BP Capital U.K. that they intend to make a market for the Notes, the underwriters have no obligation to do so and
may discontinue market making at any time and for any reason without providing any notice. Illiquidity may have an adverse effect on the market value of
the Notes. Investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a
developed secondary market. This is particularly the case for notes (such as the Notes) that are especially sensitive to interest rate, currency or market risks,
are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors.
These types of notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may
have a severely adverse effect on the market value of the Notes.

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In addition, Noteholders should be aware of the prevailing and widely reported global credit market conditions (which continue at the date of this
prospectus supplement) whereby there is a general lack of liquidity in the secondary market for instruments similar to the Notes. Such lack of liquidity may
result in investors suffering losses on the Notes in secondary resales even if there is no decline in the performance of the assets of BP Capital U.K. BP
Capital U.K. cannot predict when the prevailing market conditions will change and whether, if and when they do change, there will be a more liquid
market for the Notes and instruments similar to the Notes at that time.
The interest rate will reset on the relevant First Reset Date and each subsequent relevant Reset Date, and any interest payable after a Reset Date
may be less than an earlier fixed rate.
The Interest Rate on the Notes for each relevant Reset Period will equal the Five-Year Treasury Rate in relation to that Reset Period plus the Margin.
Therefore, the interest rate after the relevant First Reset Date could be less than the fixed rate for the initial period and any interest payable after the relevant
First Reset Date and each subsequent Reset Date may be less than a prior fixed rate. We have no control over the factors that may affect U.S. treasury rates,
including geopolitical conditions and economic, financial, political, regulatory, judicial or other events that may impact U.S. treasury rates.
Historical U.S. treasury rates are not an indication of future U.S. Treasury rates.
In the past, U.S. treasury rates have experienced significant fluctuations. Noteholders should note that historical levels, fluctuations and trends of U.S.
treasury rates are not necessarily indicative of future levels. Any historical upward or downward trend in U.S. treasury rates is not an indication that U.S.
treasury rates are more or less likely to increase or decrease at any time after the relevant First Reset Date and you should not take the historical U.S.
treasury rates as an indication of future Five-Year Treasury Rates.
Credit ratings may change and may not reflect all the risks associated with an investment in the Notes
Moody's Investors Services, Limited. ("Moody's") and Standard & Poor's Ratings Services ("S&P") are expected to assign credit ratings to the
Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that
may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating
agency at any time.
The credit ratings of the Notes will reflect certain rating agencies' assessments of BP Capital U.K. and BP's ability to make timely payments of
interest on the Notes. Rating agencies use independent methodologies to reach their credit ratings, and we cannot assure the holders of, or potential
investors in, the Notes that the credit ratings of the Notes will remain constant for any given period of time or that the credit ratings of the Notes will not be
lowered or withdrawn. The Notes' assigned credit ratings may be raised or lowered depending, among other factors, on the rating agencies' assessment of
BP Capital U.K.'s or BP's financial strength and the rating agencies' methodologies for evaluating subordinated debt instruments relative to senior ranking
debt. Ratings agencies other than Moody's and S&P may rate the Notes, and their credit ratings may differ from the credit ratings that will be or are
assigned to the Notes by Moody's and S&P. A downgrade in the credit rating of the Notes will not be an event of default in relation to the Notes, and any
change in the credit ratings of the Notes may affect their market price or liquidity.
Any amendment to, clarification of, or change in the assessment criteria under Moody's or S&P's hybrid capital methodology or in the interpretation
thereof, may result in the Notes no longer being eligible for the same or a higher amount of "equity credit" as was originally attributed to the Notes, and
may give BP Capital U.K. the right to elect to redeem, substitute or vary the Notes.

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The current International Financial Reporting Standards ("IFRS") accounting classification of financial instruments such as the Notes as equity
instruments may change, which may result in the occurrence of an Accounting Event
In June 2018, the IASB (International Accounting Standards Board) published the discussion paper DP/2018/1 on "Financial Instruments with
Characteristics of Equity" (the "DP/2018/1 Paper") and a public meeting was recently held on this matter. If the proposals set out in the DP/2018/1 Paper
are implemented in their current form, the current IFRS accounting classification of financial instruments such as the Notes as equity instruments may
change and this may result in the occurrence of an "Accounting Event" (as described in "Description of Notes and Guarantee" below). In such an event, BP
Capital U.K. may have the option to redeem, in whole but not in part, the Notes pursuant to the terms of the Notes or vary or substitute them so that they
remain or become Qualifying Securities. The implementation of any of the proposals set out in the DP/2018/1 Paper or any other similar such proposals
that may be made in the future, including the extent and timing of any such implementation, if at all, is still uncertain. During the 23 October 2019 meeting
of the IASB, the potential scope and indicative timetable of the project plan regarding the DP/2018/1 Paper were discussed but no decisions were made.
Accordingly, no assurance can be given as to the future classification of the Notes from an accounting perspective or whether any such change may result
in the occurrence of an Accounting Event, thereby providing BP Capital U.K. with the option to redeem, substitute or vary the Notes pursuant to the terms
of the Notes. The occurrence of an Accounting Event may result in Noteholders receiving a lower than expected yield.
The redemption of the Notes by BP Capital U.K. or the perception that BP Capital U.K. will exercise its optional redemption right might negatively
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affect the market value of the Notes. During any period when BP Capital U.K. may elect to redeem the Notes, the market value of the Notes generally will
not rise substantially above the price at which they can be redeemed.
The substitution or variation of the Notes so that they remain or become Qualifying Securities may have a significant adverse impact on the price of,
and/or market for, the Notes or the circumstances of relevant individual Noteholders as further described below under "Description of Notes and Guarantee
--Redemption Provisions--Substitution or Variation".
The U.S. federal income tax consequences of an investment in the Notes are uncertain
There is no authority that directly addresses the U.S. federal income tax treatment of an instrument with terms similar to the Notes. We believe that
the Notes will be treated as equity for U.S. federal income tax purposes. This characterization will be binding on a Noteholder, unless the Noteholder
expressly discloses that it is adopting a contrary position on its U.S. federal income tax return. Our characterization, however, is not binding on the U.S.
Internal Revenue Service.
United States holders of Notes could be subject to adverse U.S. federal tax consequences if we are treated as a passive foreign investment company
("PFIC"), and the determination that we are not a PFIC may depend upon the application of proposed regulations that could be withdrawn or
changed before they are finalized.
In general, we will be classified as a PFIC for U.S. federal income tax purposes with respect to a United States holder of Notes (as defined in
"United States Taxation") if, for any taxable year, either (i) at least 75 percent of our gross income for the taxable year is passive income or (ii) at least
50 percent of the value, determined on the basis of a quarterly average, of our assets is attributable to assets that produce or are held for the production of
passive income (including cash). "Passive income" does not include any income which is interest, a dividend, a rent or royalty, that is received or accrued
from certain related persons to the extent such amount is properly allocable to income of such related persons that is not passive income and an instrument
generating such income is not treated as passive to the extent that it generates non-passive income. The U.S. Treasury Department has issued proposed
regulations under which payments of interest to a related person are treated as passive or non-passive income to the payee on a ratable basis in proportion
to the ratio of the payor's

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passive and non-passive income for its taxable year to the payor's total income for the taxable year that ends with or within the taxable year of the payee.
Taxpayers may choose to apply the proposed regulations until final regulations are issued, provided they apply the rules consistently.
We believe that we will not be classified as a PFIC with respect to United States holders that choose to apply the proposed regulations, as discussed
in "United States Taxation--PFIC considerations". We have not determined, however, whether we would be a PFIC if a United States holder does not
choose to apply the proposed regulations. Accordingly, the determination that we are not a PFIC with respect to a United States holder may depend upon
that United States holder choosing to apply the proposed regulations, and applying the regulations consistently. The proposed regulations could be
withdrawn or changed before they are finalized, and we cannot be certain we would not be treated as a PFIC if that were to occur.
The determination of whether the Notes should be treated as stock of a PFIC is a factual determination that must be made annually and thus may be
subject to change. In addition, the application of the proposed regulations discussed above may depend upon information about the income of certain of our
affiliates that may not be available to Noteholders. Accordingly, it is possible that we could become a PFIC in the current or a future taxable year, and that
United States holders may have difficulty determining that we are not a PFIC in any particular taxable year.
If we were to be treated as a PFIC in any taxable year during which a United States holder holds Notes, such United States holder could be subject to
adverse tax consequences, including with respect to certain distributions on the Notes and any gain realized upon a sale or other disposition of Notes. See
"United States Taxation--PFIC considerations".

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DESCRIPTION OF NOTES AND GUARANTEE
This section specifies and modifies the specific financial and legal terms of the Notes and the Guarantee that are more generally described under
"Description of Debt Securities and Guarantees" beginning on page 12 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.
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In particular, notwithstanding anything to the contrary in the accompanying prospectus, the Notes and Guarantee are subordinated
obligations and will rank pari passu without any preference among themselves and pari passu with any Parity Obligations (as described below),
but junior to any Senior Obligations . See "--Subordination and Waiver of Set-off Provisions" below.
Terms of the Notes and Guarantee

·
Issuer: BP Capital U.K.

·
Titles: 4.375% Perpetual Subordinated Non-Call 5.25 Fixed Rate Reset Notes (the "Non-Call 5.25 Notes").
4.875% Perpetual Subordinated Non-Call 10 Fixed Rate Reset Notes (the "Non-Call 10 Notes", and together with the Non-Call 5.25
Notes, the "Notes").

·
Guarantor: BP

·
Total Principal Amount being issued: The principal amount of the Non-Call 5.25 Notes is $2,500,000,000; and the principal amount of the

Non-Call 10 Notes is $2,500,000,000.

·
Issue Date: June 22, 2020.

·
Maturity Date: The Notes are perpetual securities in respect of which there is no fixed redemption date.

·
Net Proceeds: The net proceeds of the Notes, before expenses, will be $4,980,000,000.

·
Ranking of the Notes: The Notes are unconditional, unsecured and subordinated obligations of BP Capital U.K. and will rank pari passu
without any preference among themselves and pari passu with any Parity Obligations of BP Capital U.K. but junior to any Senior Obligations

of BP Capital U.K. and senior to the Ordinary Shares of BP Capital U.K. See "Subordination and Waiver of Set-off Provisions--
Subordination of the Notes" below.

·
Ranking of the Guarantee: The payment of the principal of and interest on the Notes is fully guaranteed by BP. The obligations of BP under
the Guarantee are unconditional, unsecured and subordinated and the rights and claims of Noteholders will rank pari passu without any

preference among themselves and pari passu with any Parity Obligations of BP but junior to any Senior Obligations of BP and senior to the
Ordinary Shares of BP. See "Subordination and Waiver of Set-off Provisions--Subordination of the Guarantee" below.

·
Deferral of Interest: BP Capital U.K. may elect, in its sole discretion, to defer payment of the amount of interest (in whole or in part) due on

any Interest Payment Date in respect of the Notes. See "Interest Rate Provisions--Optional Interest Deferral" below.
Such Deferred Interest Payments (as defined herein) will accrue additional interest at the relevant interest rate prevailing from time to time
(which will also be added to any Deferred Interest Payments on each subsequent Interest Payment Date and accrue interest in the same
manner). Any such deferred payments and any additional interest thereon are referred to as "Arrears of Interest". BP Capital U.K. must pay
Arrears of Interest in respect of the relevant Notes upon the date for redemption of all the

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relevant Notes or in certain other limited circumstances, as further described under "Description of Notes and Guarantee--Interest Rate
Provisions".

·
Day Count Convention: Following, Unadjusted.
Interest Rate Provisions

·
Interest Rate: Interest on the Notes will accrue (a) (i) with respect to the Non-Call 5.25 Notes, for the period from (and including) the Issue
Date to (but excluding) the relevant First Reset Date at an Interest Rate of 4.375% per annum; and (ii) with respect to the Non-Call 10 Notes,

for the period from (and including) the Issue Date to (but excluding) the relevant First Reset Date at an Interest Rate of 4.875% per annum;
and (b) from (and including) the relevant First Reset Date, at an Interest Rate per annum equal to the relevant Reset Interest Rate, in each case
on the outstanding principal amount of the Notes.

·
Interest Payment Dates: Interest will be payable (subject to Optional Interest Deferral (in whole or in part) as described below) (i) in
respect of the Non-Call 5.25 Notes, semi-annually in arrear on March 22 and September 22 of each year, commencing on September 22,

2020, subject to the Day Count Convention, and (ii) in respect of the Non-Call 10 Notes, semi-annually in arrear on June 22 and December 22
of each year, commencing on December 22, 2020, subject to the Day Count Convention.

·
Date Interest Starts Accruing: June 22, 2020.

·
First Interest Payment Date: The First Interest Payment Date will be (i) in respect of the Non-Call 5.25 Notes, September 22, 2020, and

(ii) in respect of the Non-Call 10 Notes, December 22, 2020
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·
Regular Record Dates for Interest: The 15th calendar day preceding each Interest Payment Date, whether or not such day is a Business

Day.

·
Interest Amount: Subject to Optional Interest Deferral as described below, the amount of interest payable in respect of the Calculation

Amount on each Interest Payment Date to (and including) the relevant First Reset Date shall be (i) with respect to the Non-Call 5.25 Notes,
$21.88; and (ii) with respect to the Non-Call 10 Notes, $24.38.
Subject to Optional Interest Deferral as described below, the amount of interest payable in respect of the Calculation Amount for any other
period for which interest is to be calculated shall be calculated by:

(A)
applying the applicable Interest Rate to the Calculation Amount;

(B)
multiplying the product thereof by the Day Count Fraction; and

(C)
rounding the resulting figure to the nearest cent (half a cent being rounded upwards).
The relevant amount of interest payable in respect of the Notes for any period shall be the product of:

(i)
the relevant amount of interest per Calculation Amount determined as described above; and

(ii)
the number by which the Calculation Amount is required to be multiplied to equal the principal amount of the Notes.
"Calculation Amount" means $1,000.
"Day Count Fraction" means 30/360. Where it is necessary to calculate an amount of interest in respect of any Note for a period which is less
than or equal to a complete Interest Period, such interest shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days
each and, in the case of an incomplete month, the number of days elapsed.

·
Interest Periods: The period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and

each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest
Payment Date.

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·
Optional Interest Deferral: Interest which accrues during an Interest Period will be due and payable on the relevant Interest Payment Date,
unless BP Capital U.K. elects to defer the relevant payment of interest (in whole or in part). BP Capital U.K. may, at its discretion, elect to

defer any payment of interest (in whole or in part) (a "Deferred Interest Payment") which is otherwise scheduled to be paid on an Interest
Payment Date. If BP Capital U.K. elects not to make all or part of any payment of interest on an Interest Payment Date, then it will not have
any obligation to pay such interest on the relevant Interest Payment Date.

·
Arrears of Interest: Any Deferred Interest Payment shall itself bear interest (such further interest together with the Deferred Interest
Payment, being "Arrears of Interest"), at the Interest Rate prevailing from time to time, from (and including) the date on which (but for such
deferral) the Deferred Interest Payment would otherwise have been due to be made to (but excluding) the date on which the Deferred Interest
Payment is paid, and interest will be added to such Deferred Interest Payment (and thereafter accumulate additional interest at the Interest

Rate prevailing from time to time accordingly) on each Interest Payment Date. Non-payment of Arrears of Interest shall not constitute a
default by BP Capital U.K. or BP under the Notes or for any other purpose, unless such payment of Arrears of Interest becomes due and
payable in accordance with "--Optional Settlement of Arrears of Interest" or "--Mandatory Payment of Arrears of Interest" as described
below or otherwise in accordance with the terms of the Notes.

·
Notice of Interest Deferral: BP Capital U.K. will notify the relevant Noteholders, the Trustee and, if required by the rules of any stock
exchange on which the relevant Notes are listed from time to time, such stock exchange, of any determination by it not to pay all or part of
the Interest Amount which would otherwise fall due on an Interest Payment Date with respect to the relevant Notes not more than 30 Business

Days and not less than five Business Days prior to the relevant Interest Payment Date. Deferral of Interest Amounts will not constitute a
default of BP Capital U.K. or BP or any breach of their respective obligations under the relevant Notes, the Guarantee or the Indenture or for
any other purpose.

·
Optional Settlement of Arrears of Interest: BP Capital U.K. will be entitled to pay outstanding Arrears of Interest (in whole or in part) at

any time on giving notice to the relevant Noteholders not less than ten Business Days before such voluntary payment and specifying (i) the
amount of Arrears of Interest to be paid and (ii) the date fixed for such payment.

·
Mandatory Payment of Arrears of Interest: BP Capital U.K. must pay all outstanding Arrears of Interest (in whole but not in part) on the

earliest of the following:

(i)
the tenth Business Day following the date on which a Compulsory Arrears of Interest Payment Event occurs;

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