Obligation BP Global 0% ( US05565QCV86 ) en USD

BP Global

100 % ⇌

Royaume-Uni

US05565QCV86 ( en USD )

10/02/2017 - Obligation échue

Prospectus brochure de l'obligation BP PLC US05565QCV86 en USD 0%, échue

1 000 USD

400 000 000 USD

05565QCV8

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

BP PLC est une compagnie pétrolière et gazière intégrée multinationale britannique, active dans l'exploration, la production, le raffinage, la commercialisation et la distribution d'hydrocarbures.

L'Obligation émise par BP Global ( Royaume-Uni ) , en USD, avec le code ISIN US05565QCV86, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/02/2017

L'Obligation émise par BP Global ( Royaume-Uni ) , en USD, avec le code ISIN US05565QCV86, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par BP Global ( Royaume-Uni ) , en USD, avec le code ISIN US05565QCV86, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B5 1 d868938d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement Nos. 333-179953
and 333-179953-01
Prospectus Supplement
February 10, 2015
(To prospectus dated February 5, 2013)

BP Capital Markets p.l.c.
$400,000,000 Floating Rate Guaranteed Notes due 2017
$250,000,000 Floating Rate Guaranteed Notes due 2018
$850,000,000 1.674% Guaranteed Notes due 2018
$1,250,000,000 2.315% Guaranteed Notes due 2020
Payment of the principal of and interest on the notes is fully guaranteed by
BP p.l.c.

The floating rate guaranteed notes due 2017 (the "2017 floating rate notes") will bear interest at a floating rate equal to the three-month U.S. dollar LIBOR rate plus
0.350%. The floating rate guaranteed notes due 2018 (the "2018 floating rate notes") will bear interest at a floating rate equal to the three-month U.S. dollar LIBOR rate
plus 0.425%. The 1.674% guaranteed notes due 2018 (the "2018 fixed rate notes") will bear interest at the rate of 1.674% per year. The 2.315% guaranteed notes due 2020
(the "2020 fixed rate notes" and, together with the 2017 floating rate notes, the 2018 floating rate notes and the 2018 fixed rate notes, the "notes") will bear interest at the
rate of 2.315% per year. BP Capital Markets p.l.c. will pay interest on the 2017 floating rate notes on each February 10, May 10, August 10 and November 10 subject to
the modified following day count convention. The first such payment will be made on May 10, 2015. BP Capital Markets p.l.c. will pay interest on the 2018 floating rate
notes on each February 13, May 13, August 13 and November 13 subject to the modified following day count convention. The first such payment will be made on
May 13, 2015. BP Capital Markets p.l.c. will pay interest on the 2018 fixed rate notes on each February 13 and August 13, commencing on August 13, 2015. BP Capital
Markets p.l.c. will pay interest on the 2020 fixed rate notes on each February 13 and August 13, commencing on August 13, 2015. The 2017 floating rate notes will mature
on February 10, 2017. The 2018 floating rate notes will mature on February 13, 2018. The 2018 fixed rate notes will mature on February 13, 2018. The 2020 fixed rate
notes will mature on February 13, 2020. If any payment is due in respect of the 2018 fixed rate notes or the 2020 fixed rate 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, "Risk factors"
beginning on page 51 of BP's 2013 Annual Report on Form 20-F and "Principal risks and uncertainties" beginning on page 41 of BP's Report on
Form 6-K dated July 29, 2014 containing BP's second quarter 2014 results.

Per 2017
Total for 2017
Per 2018
Total for 2018
Per 2018
Total for 2018
Per 2020
Total for 2020
Floating
Floating Rate
Floating
Floating Rate
Fixed
Fixed Rate
Fixed
Fixed Rate

Rate Note

Notes
Rate Note

Notes
Rate Note

Notes
Rate Note

Notes

Public Offering Price (1)
100.000% $400,000,000 100.000% $250,000,000 100.000% $850,000,000 100.000% $1,250,000,000
Underwriting Discount

0.100% $
400,000
0.125% $
312,500
0.125% $
1,062,500
0.170% $
2,125,000
http://www.sec.gov/Archives/edgar/data/313807/000119312515043563/d868938d424b5.htm[2/11/2015 1:50:36 PM]

Prospectus Supplement
Proceeds, before expenses, to BP Capital Markets
p.l.c.
99.900% $399,600,000 99.875% $249,687,500 99.875% $848,937,500 99.830% $1,247,875,000

(1) Interest on the notes will accrue from February 13, 2015.

The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company and its direct and indirect
participants (including Euroclear S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme) on or about February 13, 2015.

Joint Book-Running Managers

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

S-1
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of BP
and certain of the plans and objectives of BP with respect to these items. These statements may generally, but not always, be identified by the use
of words such as `will', `expects', `is expected to', `aims', `should', `may', `objective', `is likely to', `intends', `believes', `plans', `we see' or
similar expressions.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will
or may occur in the future and are outside the control of BP. Actual results may differ materially from those expressed in such statements,
depending on a variety of factors, including the specific factors identified in the discussions accompanying such forward-looking statements and
other factors discussed elsewhere in this prospectus supplement and including under "Principal risks and uncertainties" in BP's Report on Form 6-
K dated July 29, 2014 containing BP's second quarter 2014 results (the "Second Quarter Form 6-K") and under "Risk factors" in BP's Annual
Report on Form 20-F for the fiscal year ended December 31, 2013. Factors set out in the Second Quarter Form 6-K and in BP's Annual Report on
Form 20-F for the fiscal year ended December 31, 2013 are important factors, although not exhaustive, that may cause actual results and
developments to differ materially from those expressed or implied by these forward-looking statements.

S-2
Table of Contents
DESCRIPTION OF NOTES
This section outlines the specific financial and legal terms of the notes that are more generally described under "Description of Debt
Securities and Guarantees" beginning on page 21 of the accompanying prospectus. If anything described in this section is inconsistent with the
terms described under "Description of Debt Securities and Guarantees" in the accompanying prospectus, the terms described below shall prevail.
Floating Rate Guaranteed Notes due 2017 (the "2017 floating rate notes")

· Issuer: BP Capital U.K.

· Title: Floating Rate Guaranteed Notes due 2017

http://www.sec.gov/Archives/edgar/data/313807/000119312515043563/d868938d424b5.htm[2/11/2015 1:50:36 PM]

Prospectus Supplement

· Total principal amount being issued: $400,000,000

· Issuance date: February 13, 2015

· Maturity date: February 10, 2017

· Day count: Actual/360

· Day count convention: Modified following. If any interest payment date falls on a day that is not a business day, that interest payment

date will be postponed to the next succeeding business day unless that business day is in the next succeeding calendar month, in which
case the interest payment date will be the immediately preceding business day.

· Interest rate: The interest rate for the first interest period will be the 3-month U.S. dollar London Interbank Offered Rate ("U.S. dollar
LIBOR"), as determined on February 11, 2015, plus the spread (as described below). Thereafter, the interest rate for any interest period

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

· Date interest starts accruing: February 13, 2015

· Interest payment dates: Each February 10, May 10, August 10 and November 10, subject to the day count convention.

· First interest payment date: May 10, 2015

· Spread: 0.350%

· Interest reset dates: The interest reset date for each interest period other than the first interest period will be the first day of such

interest period, subject to the day count convention.

· Interest periods: The period beginning on, and including an interest payment date and ending on, but not including, the following

interest payment date; provided that the first interest period will begin on February 13, 2015, and will end on, but not include, the first
interest payment date.

· Interest determination date: The interest determination date relating to a particular interest reset date will be the second London

business day preceding such interest reset date.

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

law, regulation or executive order to close.

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

day.

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

· Calculation of U.S. dollar LIBOR: The calculation agent will determine U.S. dollar LIBOR in accordance with the following

provisions: With respect to any interest determination date, U.S. dollar

S-3
Table of Contents
LIBOR will be the rate for deposits in U.S. dollars having a maturity of three months commencing on the interest reset date that
appears on the designated LIBOR page as of 11:00 a.m., London time, on that interest determination date. If no rate appears, U.S. dollar
LIBOR, in respect of that interest determination date, will be determined as follows: the calculation agent will request the principal
London offices of each of four major reference banks in the London interbank market, as selected and identified by BP Capital U.K., to
provide the calculation agent with its offered quotation for deposits in U.S. dollars for the period of three months, commencing on the
interest reset date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that interest
determination date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If
at least two quotations are provided, then U.S. dollar LIBOR on that interest determination date will be the arithmetic mean of those
quotations. If fewer than two quotations are provided, then U.S. dollar LIBOR on the interest determination date will be the arithmetic
mean of the rates quoted at approximately 11:00 a.m., New York City time, on the interest determination date by three major banks in
The City of New York selected and identified by BP Capital U.K. for loans in U.S. dollars to leading European banks, having a three-

month maturity and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time;
provided, however, that if the banks selected and identified by BP Capital U.K. are not providing quotations in the manner described by
this sentence, U.S. dollar LIBOR determined as of that interest determination date will be U.S. dollar LIBOR in effect on that interest
determination date. The designated LIBOR page is the Reuters screen "LIBOR01", or any successor service for the purpose of
http://www.sec.gov/Archives/edgar/data/313807/000119312515043563/d868938d424b5.htm[2/11/2015 1:50:36 PM]

Prospectus Supplement
displaying the London interbank rates of major banks for U.S. dollars. The Reuters screen "LIBOR01" is the display designated as the
Reuters screen "LIBOR01", or such other page as may replace the Reuters screen "LIBOR01" on that service or such other service or
services as may be nominated for the purpose of displaying London interbank offered rates for U.S. dollar deposits by ICE Benchmark
Administration Limited ("IBA") or its successor or such other entity assuming the responsibility of IBA or its successor in calculating
the London Interbank Offered Rate in the event IBA or its successor no longer does so. All calculations made by the calculation agent
for the purposes of calculating the interest rates on the 2017 floating rate notes shall be conclusive and binding on the holders of the
2017 floating rate notes, BP, BP Capital U.K. and the trustee, absent manifest error.

· Further issuances: BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue
additional 2017 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 2017

floating rate notes issued hereby. These additional 2017 floating rate notes will be deemed part of the same series as the 2017 floating
rate notes issued hereby and will provide the holders of these additional 2017 floating rate notes the right to vote together with holders
of the 2017 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 $399,600,000.
Floating Rate Guaranteed Notes due 2018 (the "2018 floating rate notes")

· Issuer: BP Capital U.K.

· Title: Floating Rate Guaranteed Notes due 2018

· Total principal amount being issued: $250,000,000

· Issuance date: February 13, 2015

· Maturity date: February 13, 2018

· Day count: Actual/360

S-4
Table of Contents
· Day count convention: Modified following. If any interest payment date falls on a day that is not a business day, that interest payment

date will be postponed to the next succeeding business day unless that business day is in the next succeeding calendar month, in which
case the interest payment date will be the immediately preceding business day.

· Interest rate: The interest rate for the first interest period will be the 3-month U.S. dollar London Interbank Offered Rate ("U.S. dollar
LIBOR"), as determined on February 11, 2015, plus the spread (as described below). Thereafter, the interest rate for any interest period

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

· Date interest starts accruing: February 13, 2015

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

· First interest payment date: May 13, 2015

· Spread: 0.425%

· Interest reset dates: The interest reset date for each interest period other than the first interest period will be the first day of such

interest period, subject to the day count convention.

· Interest periods: The period beginning on, and including an interest payment date and ending on, but not including, the following

interest payment date; provided that the first interest period will begin on February 13, 2015, and will end on, but not include, the first
interest payment date.

· Interest determination date: The interest determination date relating to a particular interest reset date will be the second London

business day preceding such interest reset date.

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

law, regulation or executive order to close.
http://www.sec.gov/Archives/edgar/data/313807/000119312515043563/d868938d424b5.htm[2/11/2015 1:50:36 PM]

Prospectus Supplement

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

day.

· 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

S-5
Table of Contents
U.S. dollar LIBOR in effect on that interest determination date. The designated LIBOR page is the Reuters screen "LIBOR01", or any
successor service for the purpose of displaying the London interbank rates of major banks for U.S. dollars. The Reuters screen
"LIBOR01" is the display designated as the Reuters screen "LIBOR01", or such other page as may replace the Reuters screen
"LIBOR01" on that service or such other service or services as may be nominated for the purpose of displaying London interbank

offered rates for U.S. dollar deposits by ICE Benchmark Administration Limited ("IBA") or its successor or such other entity assuming
the responsibility of IBA or its successor in calculating the London Interbank Offered Rate in the event IBA or its successor no longer
does so. All calculations made by the calculation agent for the purposes of calculating the interest rates on the 2018 floating rate notes
shall be conclusive and binding on the holders of the 2018 floating rate notes, BP, BP Capital U.K. and the trustee, absent manifest
error.

· Further issuances: BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue
additional 2018 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 2018

floating rate notes issued hereby. These additional 2018 floating rate notes will be deemed part of the same series as the 2018 floating
rate notes issued hereby and will provide the holders of these additional 2018 floating rate notes the right to vote together with holders
of the 2018 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 $249,687,500.
1.674% Guaranteed Notes due 2018 (the "2018 fixed rate notes")

· Issuer: BP Capital U.K.

· Title: 1.674% Guaranteed Notes due 2018

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

· Issuance date: February 13, 2015

· Maturity date: February 13, 2018

· Day count: 30/360

· Day count convention: Following Unadjusted

http://www.sec.gov/Archives/edgar/data/313807/000119312515043563/d868938d424b5.htm[2/11/2015 1:50:36 PM]

Prospectus Supplement

· Interest rate: 1.674% per annum

· Date interest starts accruing: February 13, 2015

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

· First interest payment date: August 13, 2015

· Regular record dates for interest: The 15th calendar 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 2018 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 2018 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 2018 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 make-whole

S-6
Table of Contents
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 2018 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 Goldman, Sachs & Co., Mizuho Securities
USA Inc. and RBS Securities Inc. or their affiliates, each of which is a primary U.S. government securities dealer in the United States
(a "primary treasury dealer"), and their respective successors, and two other primary treasury dealers selected by BP Capital U.K.,
provided, however, that if any of the foregoing shall cease to be a primary treasury dealer, BP Capital U.K. shall substitute therefor
another primary treasury dealer. "Reference treasury dealer quotations" means with respect to each reference treasury dealer and any
redemption date, the average, as determined by the quotation agent, of the bid and asked prices for the comparable treasury issue
(expressed in each case as a percentage of its principal amount) quoted in writing to the quotation agent by such reference treasury
dealer at 5:00 p.m. New York time on the third business day preceding such redemption date.

· Further issuances: BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue
additional 2018 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 2018

fixed rate notes issued hereby. These additional 2018 fixed rate notes will be deemed part of the same series as the 2018 fixed rate notes
issued hereby and will provide the holders of these additional 2018 fixed rate notes the right to vote together with holders of the 2018
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 $848,937,500.
2.315% Guaranteed Notes due 2020 (the "2020 fixed rate notes")

· Issuer: BP Capital U.K.

· Title: 2.315% Guaranteed Notes due 2020

· Total principal amount being issued: $1,250,000,000

· Issuance date: February 13, 2015

· Maturity date: February 13, 2020

· Day count: 30/360

· Day count convention: Following Unadjusted
http://www.sec.gov/Archives/edgar/data/313807/000119312515043563/d868938d424b5.htm[2/11/2015 1:50:36 PM]

Prospectus Supplement

· Interest rate: 2.315% per annum

· Date interest starts accruing: February 13, 2015

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

· First interest payment date: August 13, 2015

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

day.

S-7
Table of Contents
· Optional make-whole redemption: BP Capital U.K. has the right to redeem the 2020 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 2020 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 2020 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 12.5
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 2020 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 Goldman, Sachs & Co., Mizuho Securities
USA Inc. and RBS Securities Inc. or their affiliates, each of which is a primary U.S. government securities dealer in the United States
(a "primary treasury dealer"), and their respective successors, and two other primary treasury dealers selected by BP Capital U.K.,
provided, however, that if any of the foregoing shall cease to be a primary treasury dealer, BP Capital U.K. shall substitute therefor
another primary treasury dealer. "Reference treasury dealer quotations" means with respect to each reference treasury dealer and any
redemption date, the average, as determined by the quotation agent, of the bid and asked prices for the comparable treasury issue
(expressed in each case as a percentage of its principal amount) quoted in writing to the quotation agent by such reference treasury
dealer at 5:00 p.m. New York time on the third business day preceding such redemption date.

· Further issuances: BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue
additional 2020 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 2020

fixed rate notes issued hereby. These additional 2020 fixed rate notes will be deemed part of the same series as the 2020 fixed rate notes
issued hereby and will provide the holders of these additional 2020 fixed rate notes the right to vote together with holders of the 2020
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 $1,247,875,000.
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 21 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 interest payment date in respect of the 2017 floating rate notes or the 2018 floating rate notes 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. If any
payment

S-8
http://www.sec.gov/Archives/edgar/data/313807/000119312515043563/d868938d424b5.htm[2/11/2015 1:50:36 PM]

Prospectus Supplement
Table of Contents
is due in respect of the 2018 fixed rate notes or the 2020 fixed rate 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 2017 floating rate notes, the 2018 floating rate notes,
the 2018 fixed rate notes or the 2020 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, provided that the 2017 floating rate notes, the 2018

floating rate notes, the 2018 fixed rate notes or the 2020 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 19 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 31 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 28 of the accompanying prospectus and as to the 2018 fixed rate notes and the 2020 fixed rate notes only, as

described under "--1.674% Guaranteed Notes due 2018--Optional make-whole redemption" and "--2.315% Guaranteed Notes due
2020--Optional make-whole redemption," respectively. The provisions for optional tax redemption described in the prospectus will
apply to changes in tax treatments occurring after February 10, 2015. At maturity, the notes will be repaid at par.

· Sinking fund: There is no sinking fund.

· Trustee: BP Capital U.K. will issue the notes under an indenture with The Bank of New York Mellon Trust Company, N.A. (as
successor to JPMorgan Chase Bank), as trustee, dated as of March 8, 2002, which is referred to on page 21 of the accompanying

prospectus, as supplemented by a supplemental indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, to be
entered into on February 13, 2015.

· 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.

S-9
Table of Contents
· 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.

http://www.sec.gov/Archives/edgar/data/313807/000119312515043563/d868938d424b5.htm[2/11/2015 1:50:36 PM]

Prospectus Supplement
S-10
Table of Contents
GENERAL INFORMATION
Documents Available
BP files annual reports and other reports and information with the Securities and Exchange Commission (the "SEC"). Any document BP files
with the SEC may be read and copied at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. You may obtain more
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. BP's filings are also available to the public at
the SEC's website at http://www.sec.gov.
The SEC allows BP to incorporate by reference in the prospectus supplement information contained in documents that BP files with the SEC.
The information that BP incorporates by reference is an important part of this prospectus supplement and the attached prospectus. BP incorporates
by reference in this prospectus supplement the following documents and any future filings that it makes with the SEC under Sections 13(a), 13(c)
and 15(d) of the Securities Exchange Act of 1934, as amended, until the completion of the offerings using this prospectus supplement and the
attached prospectus:

· Annual Report of BP on Form 20-F for the fiscal year ended December 31, 2013 dated March 6, 2014.

· The Reports on Form 6-K filed with the SEC on the following dates, each of which indicates on its cover that it is incorporated by
reference: April 29, 2014 containing BP's first quarter 2014 results, July 25, 2014 containing information regarding management and

board changes, July 29, 2014 containing BP's second quarter 2014 results, September 19, 2014 containing an update on the Gulf of
Mexico oil spill legal proceedings, October 28, 2014 containing BP's third quarter 2014 results, February 3, 2015 containing BP's
fourth quarter and full year 2014 results and February 9, 2015 containing an update on BP's credit ratings.
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, 2013 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
You should rely only on the information that BP Capital U.K. and BP incorporate by reference or provide in this prospectus supplement or
the accompanying prospectus. 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.

S-11
Table of Contents
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.
http://www.sec.gov/Archives/edgar/data/313807/000119312515043563/d868938d424b5.htm[2/11/2015 1:50:36 PM]

Prospectus Supplement
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 2017 floating rate notes
have the following codes: CUSIP 05565QCV8 and ISIN US05565QCV86. The 2018 floating rate notes have the following codes: CUSIP
05565QCW6 and ISIN US05565QCW69. The 2018 fixed rate notes have the following codes: CUSIP 05565QCY2 and ISIN US05565QCY26.
The 2020 fixed rate notes have the following codes: CUSIP 05565QCX4 and ISIN US05565QCX43.

S-12
Table of Contents
CAPITALIZATION AND INDEBTEDNESS
The following table shows the unaudited consolidated capitalization and indebtedness of the BP Group as of December 31, 2014 in
accordance with IFRS:

As of

December 31, 2014

(US$ millions)

Share capital

Capital shares (1)-(2)

5,023
Paid-in surplus (3)

11,673
Merger reserve (3)

27,206
Own shares

(541)
Available-for-sale investments

1
Cash flow hedges

(898)
Foreign currency translation reserve

(3,409)
Treasury shares

(20,178)
Share-based payment reserve

1,746
Profit and loss account

90,818
BP shareholders' equity

111,441

Finance debt (4)-(6)
Due within one year

6,877
Due after more than one year

45,977

Total finance debt

52,854

Total Capitalization (7)

164,295

(1)
Issued share capital as of December 31, 2014 comprised 18,234,858,213 ordinary shares, par value US$0.25 per share, and 12,706,252
preference shares, par value £1 per share. This excludes 1,771,103,080 ordinary shares which have been bought back and are held in treasury
by BP. These shares are not taken into consideration in relation to the payment of dividends and voting at shareholders' meetings.
(2)
Capital shares represent the ordinary and preference shares of BP which have been issued and are fully paid.
(3)
Paid-in surplus and merger reserve represent additional paid-in capital of BP which cannot normally be returned to shareholders.
(4)
Finance debt recorded in currencies other than US dollars has been translated into US dollars at the relevant exchange rates existing on
December 31, 2014.
(5)
Obligations under finance leases are included within finance debt in the above table.
(6)
As of December 31, 2014, the parent company, BP p.l.c., had outstanding guarantees totalling $51,463 million, of which $51,433 million
related to guarantees in respect of liabilities of subsidiary undertakings, including $49,522 million relating to finance debt by subsidiaries.
Thus 94% of the Group's finance debt had been guaranteed by BP p.l.c. At December 31, 2014, $137 million of finance debt was secured by
the pledging of assets. The remainder of finance debt was unsecured.
http://www.sec.gov/Archives/edgar/data/313807/000119312515043563/d868938d424b5.htm[2/11/2015 1:50:36 PM]

Document Outline

#1">
- #1">