Obligation BP Capital Markets Ltd 2.5% ( US05565QCB23 ) en USD

BP Capital Markets Ltd

100 % ▲

Royaume-uni

US05565QCB23 ( en USD )

2.5% par an ( paiement semestriel )

05/11/2022 - Obligation échue

Prospectus brochure de l'obligation BP Capital Markets PLC US05565QCB23 en USD 2.5%, échue

1 000 USD

1 000 000 000 USD

05565QCB2

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

BP Capital Markets PLC est une filiale de BP plc qui fournit des services de marchés financiers, notamment des activités de négociation, de financement et de gestion de risques, principalement à l'appui des activités de BP plc.

L'Obligation émise par BP Capital Markets Ltd ( Royaume-uni ) , en USD, avec le code ISIN US05565QCB23, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/11/2022

L'Obligation émise par BP Capital Markets Ltd ( Royaume-uni ) , en USD, avec le code ISIN US05565QCB23, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par BP Capital Markets Ltd ( Royaume-uni ) , en USD, avec le code ISIN US05565QCB23, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B5 1 d432762d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Nos.: 333-179953 and
333-179953-01
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities Offered

Price

Registration Fee (1)
0.700% Guaranteed Notes due 2015

$1,000,000,000

$136,400
Guarantees of 0.700% Guaranteed Notes due 2015

--

(2)
1.375% Guaranteed Notes due 2017

$1,000,000,000

$136,400
Guarantees of 1.375% Guaranteed Notes due 2017

--

(2)
2.500% Guaranteed Notes due 2022

$1,000,000,000

$136,400
Guarantees of 2.500% Guaranteed Notes due 2022

--

(2)

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.
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Prospectus Supplement
November 1, 2012
(To prospectus dated March 7, 2012)

$1,000,000,000 0.700% Guaranteed Notes due 2015
$1,000,000,000 1.375% Guaranteed Notes due 2017
$1,000,000,000 2.500% Guaranteed Notes due 2022
Payment of the principal of and interest on the notes is fully guaranteed by

The 0.700% guaranteed notes due 2015 (the "2015 notes") will bear interest at the rate of 0.700% per year. The 1.375% guaranteed notes due 2017 (the "2017 notes") will bear
interest at the rate of 1.375% per year. The 2.500% guaranteed notes due 2022 (the "2022 notes" and, together with the 2015 notes and the 2017 notes, the "notes") will bear
interest at the rate of 2.500% per year. BP Capital Markets p.l.c. will pay interest on the notes on each May 6 and November 6, commencing on May 6, 2013. The 2015 notes will
mature on November 6, 2015. The 2017 notes will mature on November 6, 2017. The 2022 notes will mature on November 6, 2022. 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 59 of BP's 2011 Annual Report on Form 20-F.

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Per 2015
Total for 2015
Per 2017
Total for 2017
Per 2022
Total for 2022

Note

Notes

Note

Notes

Note

Notes

Public Offering Price(1)

99.893%
$ 998,930,000 99.918%
$ 999,180,000 99.308%
$ 993,080,000
Underwriting Discount

0.125%

$
1,250,000 0.170%

$
1,700,000 0.300%

$
3,000,000
Proceeds, before expenses, to
BP Capital Markets p.l.c.

99.768%
$ 997,680,000 99.748%
$ 997,480,000 99.008%
$ 990,080,000
(1) Interest on the notes will accrue from November 6, 2012.

The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company and its direct and indirect participants
(including Euroclear S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme) on or about November 6, 2012.

Joint Book-Running Managers

Barclays

BNP PARIBAS
Citigroup
Goldman, Sachs & Co.
HSBC
UBS Investment Bank
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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, BP is providing the following cautionary statement.
This document contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of BP and certain of the plans and
objectives of BP with respect to these items. These statements may generally, but not always, be identified by the use of words such as `will', `expects', `is expected to', `aims',
`should', `may', `objective', `is likely to', `intends', `believes', `plans', `we see' or similar expressions.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will or may occur in the future and
are outside the control of BP. Actual results may differ materially from those expressed in such statements, depending on a variety of factors, including the specific factors
identified in the discussions accompanying such forward-looking statements and other factors discussed elsewhere in this prospectus supplement and including under "Risk
factors" in our Annual Report on Form 20-F for the fiscal year ended December 31, 2011. Factors set out in our Annual Report on Form 20-F for the fiscal year ended
December 31, 2011 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 20 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.
0.700% Guaranteed Notes due 2015 (the "2015 notes")

·
Issuer: BP Capital U.K.

·
Title: 0.700% Guaranteed Notes due 2015.

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

·
Issuance date: November 6, 2012.

·
Maturity date: November 6, 2015.

·
Day count: 30/360.

·
Day count convention: Following Unadjusted.

·
Interest rate: 0.700% per annum.

·
Date interest starts accruing: November 6, 2012.

·
Interest payment dates: Each May 6 and November 6.

·
First interest due date: May 6, 2013.

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

·
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 2015 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 2015 notes issued hereby. These additional 2015 notes will be deemed part of the same series as the 2015
notes issued hereby and will provide the holders of these additional 2015 notes the right to vote together with holders of the 2015 notes issued hereby, provided that
such additional notes will be issued with no more than de minimis original issue discount or be part of a "qualified reopening" for U.S. federal income tax purposes.

·
Net proceeds: The net proceeds, before expenses, will be $997,680,000.
1.375% Guaranteed Notes due 2017 (the "2017 notes")

·
Issuer: BP Capital U.K.

·
Title: 1.375% Guaranteed Notes due 2017.

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

·
Issuance date: November 6, 2012.

·
Maturity date: November 6, 2017.

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·
Day count: 30/360.

·
Day count convention: Following Unadjusted.

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·
Interest rate: 1.375% per annum.

·
Date interest starts accruing: November 6, 2012.

·
Interest payment dates: Each May 6 and November 6.

·
First interest due date: May 6, 2013.

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

·
Optional make-whole redemption: BP Capital U.K. has the right to redeem the 2017 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 2017 notes to be redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the 2017 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 make-whole redemption price, the following definitions
are applicable. "Treasury rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated
(on a day count basis) of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal
to the comparable treasury price for such redemption date. "Comparable treasury issue" means the U.S. Treasury security or securities selected by the quotation
agent as having an actual or interpolated maturity comparable to the remaining term of the 2017 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 Citigroup Global Markets Inc.,
HSBC Securities (USA) Inc. 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 2017 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 2017 notes issued hereby. These additional 2017 notes will be deemed part of the same series as the 2017
notes issued hereby and will provide the holders of these additional 2017 notes the right to vote together with holders of the 2017 notes issued hereby, provided that
such additional notes will be issued with no more than de minimis original issue discount or be part of a "qualified reopening" for U.S. federal income tax purposes.

·
Net proceeds: The net proceeds, before expenses, will be $997,480,000.
2.500% Guaranteed Notes due 2022 (the "2022 notes")

·
Issuer: BP Capital U.K.

·
Title: 2.500% Guaranteed Notes due 2022.

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

·
Issuance date: November 6, 2012.

·
Maturity date: November 6, 2022.

·
Day count: 30/360.

·
Day count convention: Following Unadjusted.

·
Interest rate: 2.500% per annum.

·
Date interest starts accruing: November 6, 2012.

·
Interest payment dates: Each May 6 and November 6.

·
First interest due date: May 6, 2013.

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

·
Optional make-whole redemption: BP Capital U.K. has the right to redeem the 2022 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 notes to be redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the 2022 notes to be redeemed (not including any portion of payments of interest accrued and unpaid to the redemption date)
discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 15 basis points, plus
in each case accrued and unpaid interest to the date of redemption. For purposes of determining the optional make-whole redemption price, the following definitions
are applicable. "Treasury rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated
(on a day count basis) of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal
to the comparable treasury price for such redemption date. "Comparable treasury issue" means the U.S. Treasury security or securities selected by the quotation
agent as having an actual or interpolated maturity comparable to the remaining term of the 2022 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 Citigroup Global Markets Inc.,
HSBC Securities (USA) Inc. 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 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 notes issued hereby. These additional 2022 notes will be deemed part of the same series as the 2022
notes issued hereby and will provide the holders of these additional 2022 notes the right to vote together with

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holders of the 2022 notes issued hereby, provided that such additional notes will be issued with no more than de minimis original issue discount or be part of a

"qualified reopening" for U.S. federal income tax purposes.

·
Net proceeds: The net proceeds, before expenses, will be $990,080,000.
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 20 of the accompanying prospectus.

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

·
Business day: If any payment is due in respect of the notes on a day that is not a business day, it will be made on the next following business day, provided that no

interest will accrue on the payment so deferred. A "business day" for these purposes is any weekday 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 2015 notes, the 2017 notes or the 2022 notes, as the case may be, may be made
without withholding or deduction for or on account of U.K. income tax, and no additional amounts will therefore be payable, provided that the 2015 notes, the 2017

notes or the 2022 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: The notes will be issued as one or more global securities. You should read "Legal Ownership--Global Securities" beginning on page 17 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 30 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 27 of
the accompanying prospectus and as described under "--1.375% Guaranteed Notes due 2017--Optional make-whole redemption" and "--2.500% Guaranteed

Notes due 2022--Optional make-whole redemption". The provisions for optional tax redemption described in the prospectus will apply to changes in tax treatments
occurring after November 1, 2012. At maturity, the notes will be repaid at par.

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