Obligation BP Capital Markets Ltd 0.61% ( US05565QDT22 ) en USD

BP Capital Markets Ltd

100 % ▲

Royaume-uni

US05565QDT22 ( en USD )

0.61% par an ( paiement trimestriel )

23/11/2020 - Obligation échue

Prospectus brochure de l'obligation BP Capital Markets PLC US05565QDT22 en USD 0.61%, échue

1 000 USD

1 000 000 000 USD

05565QDT2

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 US05565QDT22, paye un coupon de 0.61% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 23/11/2020

L'Obligation émise par BP Capital Markets Ltd ( Royaume-uni ) , en USD, avec le code ISIN US05565QDT22, 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 US05565QDT22, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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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)
Floating Rate Guaranteed Notes due 2020

$1,000,000,000

$121,200
Guarantees of Floating Rate Guaranteed Notes due 2020

--

(2)

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to Rule 457(p) under the
Securities Act, $1,411,830 of unused filing fees paid in connection with Registration Statement (Nos. 333-201894 and 333-201894-01), filed on
February 5, 2015, as amended, and $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. $733,800 of the unused filing fees paid in connection with these registration statements
were previously used and $1,498,380 of unused registration fees are available for offset as of this date. The $121,200 registration fee relating to the
securities offered by this prospectus supplement is hereby offset against the $1,498,380 of unused registration fees available for offset as of this date.
Accordingly, no filing fee is paid herewith, and $1,377,180 remains available for future fees.
(2)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Nos.: 333-226485
and 333-226485-01
Prospectus Supplement
May 21, 2019
(To prospectus dated August 1, 2018)

BP Capital Markets p.l.c.
$1,000,000,000 Floating Rate 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 2020 (the "notes") will bear interest at a floating rate equal to the three-month U.S. dollar LIBOR plus 0.250%. BP
Capital Markets p.l.c. will pay interest on the notes on each February 24, May 24, August 24 and November 24. The first such payment will be made on
August 24, 2019. The notes will mature on November 24, 2020. 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
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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 3 of the accompanying prospectus and "Risk factors"
beginning on page 55 of BP's 2018 Annual Report on Form 20-F.

Per Note

Total for Notes

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

0.075%
$
750,000
Proceeds, before expenses, to BP Capital Markets p.l.c.
99.925%
$
999,250,000

(1)
Interest on the notes will accrue from May 24, 2019.

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
May 24, 2019.

Joint Book-Running Managers

BofA Merrill Lynch

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

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
In order to utilize the `safe harbor' provisions of the United States Private Securities Litigation Reform Act of 1995 (the `PSLRA'), BP is providing
the following cautionary statement. This document contains certain forward-looking statements with respect to the financial condition, results of operations
and businesses of BP and certain of the plans and objectives of BP with respect to these items. These statements may generally, but not always, be
identified by the use of words such as `will', `expects', `is expected to', `aims', `should', `may', `objective', `is likely to', `intends', `believes', `plans', `we
see' or similar expressions.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will or 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 BP's Annual Report on Form 20-F for the fiscal year ended December 31, 2018.
Factors set out in BP's Annual Report on Form 20-F for the fiscal year ended December 31, 2018 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
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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 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.
Floating Rate Guaranteed Notes due 2020 (the "notes")

· Issuer: BP Capital U.K.

· Title: Floating Rate Guaranteed Notes due 2020

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

· Issuance date: May 24, 2019

· Maturity date: November 24, 2020

· 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 May 22, 2019, 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: May 24, 2019

· Interest payment dates: February 24, May 24, August 24 and November 24 of each year, subject to the Day Count Convention.

· First interest payment date: August 24, 2019

· Spread: 0.250%

· 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 May 24, 2019, 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, on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

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

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

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

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

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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.
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dollar LIBOR on the interest determination date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City
time, on the interest determination date by three major banks in The City of New York selected and identified by BP Capital U.K. for loans in

U.S. dollars to leading European banks, having a three-month maturity and in a principal amount that is representative for a single transaction
in U.S. dollars in that market at that time; provided, however, that if the banks selected and identified by BP Capital U.K. are not providing
quotations in the manner described by this sentence, U.S. dollar LIBOR determined as of that interest determination date will be U.S. dollar
LIBOR in effect on that interest determination date (i.e., the same as the rate determined for the immediately preceding interest reset date). The
designated LIBOR page is Bloomberg L.P.'s page "BBAM", or any successor service for the purpose of displaying the London interbank rates
of major banks for U.S. dollars. Bloomberg L.P.'s page "BBAM" is the display designated as "BBAM", or such other page as may replace
Bloomberg L.P.'s page "BBAM" on that service or such other service or services as may be nominated for the purpose of displaying London
interbank offered rates for U.S. dollar deposits by ICE Benchmark Administration Limited ("IBA") or its successor or such other entity
assuming the responsibility of IBA or its successor in calculating the London Interbank Offered Rate in the event IBA or its successor no
longer does so. All calculations made by the calculation agent for the purposes of calculating the interest rates on the notes shall be conclusive
and binding on the holders of the 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 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 notes issued hereby. These additional

notes will be deemed part of the same series as the notes issued hereby and will provide the holders of these additional notes the right to vote
together with holders of the 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 $999,250,000.

· 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 12 of the accompanying prospectus.

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

· Business day: If any payment is due in respect of the notes on a day that is not a business day, it will be made on the next following business

day, provided that no interest will accrue on the payment so deferred. A "business day" for these purposes is any week day on which banking
or trust institutions in neither New York nor London are authorized generally or obligated by law, regulation or executive order to close.

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

indebtedness.

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· Payment of additional amounts: In the event that BP Capital U.K. or BP is required to withhold any taxes by the laws of the jurisdiction in
which BP Capital U.K. or BP is incorporated from a payment (i) of principal or interest under the notes by BP Capital U.K., or (ii) under the
guarantees by BP, BP Capital U.K. or BP, as the case may be, will be required, subject to certain exceptions, to pay you an additional amount
so that the net amount you receive is the amount specified in the notes to which you are entitled. For further details, see "Description of Debt
Securities and Guarantees--Payment of Additional Amounts" on pages 18-19 of the accompanying prospectus. In addition to the exceptions to

the obligation to pay additional amounts set out under "Description of Debt Securities and Guarantees--Payment of Additional Amounts" on
pages 18-19 of the accompanying prospectus, BP Capital U.K. or BP, as the case may be, will not have to pay additional amounts which would
not have been imposed but for the existence of any present or former connection between you and the taxing jurisdiction or any political
subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, your being or having been a citizen
or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment
therein.

· Form of notes: The notes will be issued as one or more global securities. You should read "Legal Ownership--Global Securities" beginning

on page 10 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 22 of
the accompanying prospectus.

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· 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 19 of the accompanying prospectus. The provisions for optional tax redemption described in the prospectus will apply to
changes in tax treatments occurring after May 21, 2019. 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 12 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
May 24, 2019.

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

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

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

of or based upon the indenture, the notes or the guarantee

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

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GENERAL INFORMATION
Documents Available
BP files annual reports and other reports and information with the Securities and Exchange Commission (the "SEC"). 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, 2018 dated March 29, 2019.

· 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 30, 2019 and May 21, 2019.
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, 2018 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.
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1 St. James' Square
London SW1Y 4PD
United Kingdom
Tel. No.: +44 (0) 20 7496 4000
This prospectus supplement, the accompanying prospectus and any free-writing prospectus that BP Capital U.K. and BP prepare or authorize contain
and incorporate by reference information that you should consider when making your investment decision. Neither BP Capital U.K. nor BP have authorized
anyone to provide you with different information. BP Capital U.K. is not making an offer of these debt securities in any jurisdiction where the offer is not
permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the
front of those documents. Furthermore, each document incorporated by reference is current only as of the date of such document, and the incorporation by
reference of such documents shall not create any implication that there has been no change in the affairs of BP Capital U.K. or BP since the date thereof or
that the information contained therein is current as of any time subsequent to its date.

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Notices
As long as the notes are issued in global form, notices to be given to holders of the notes will be given to DTC, in accordance with its applicable
procedures from time to time.
Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any
notice given to another holder.
Clearance Systems
The notes have been accepted for clearance through the DTC, Euroclear and Clearstream, Luxembourg systems. The notes have the following codes:
CUSIP 05565Q DT2 and ISIN US05565QDT22.

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CAPITALIZATION AND INDEBTEDNESS
The following table shows the unaudited consolidated capitalization and indebtedness of the BP Group as of March 31, 2019 in accordance with
IFRS:

As of

March 31, 2019

(US$ millions)
Share capital and reserves

Capital shares (1)-(2)

5,419
Paid-in surplus (3)

13,891
Merger reserve (3)

27,206
Treasury shares

(14,635)
Cash flow hedge reserve

(763)
Costs of hedging reserve

(188)
Foreign currency translation reserve

(7,933)
Profit and loss account

78,202
BP shareholders' equity

101,199

Finance debt and lease liabilities (4)-(6)

Lease liabilities due within one year

2,099
Finance debt due within one year

11,480
Lease liabilities due after more than one year

8,195
Finance debt due after more than one year

54,510
Total finance debt and lease liabilities

76,284

Total (7)

177,483

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(1)
Issued share capital as of March 31, 2019 comprised 20,346,382,157 ordinary shares, par value US$0.25 per share, and 12,706,252 preference shares,
par value £1 per share. This excludes 1,262,930,568 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 and lease liabilities recorded in currencies other than US dollars has been translated into US dollars at the relevant exchange rates
existing on March 31, 2019.
(5)
Finance debt and lease liabilities presented in the table above consists of borrowings and obligations under finance leases. This includes one hundred
percent of lease liabilities for joint operations where BP is the only party with the legal obligation to make lease payments to the lessor. Other
contractual obligations are not presented in the table above see BP Annual Report and Form 20-F 2018 Liquidity and capital resources for
further information.
(6)
At March 31, 2019, the parent company, BP p.l.c., had issued guarantees totalling $63,307 million relating to finance debt of subsidiaries. Thus 96%
of the group's finance debt had been guaranteed by BP p.l.c. At 31 March 2019, $152 million of finance debt was secured by the pledging of assets.
The remainder of finance debt was unsecured.
(7)
At March 31, 2019 the group had issued third-party guarantees under which amounts outstanding, incremental to amounts recognized on the group
balance sheet, were $670 million in respect of the borrowings of equity-accounted entities and $366 million in respect of the borrowings of other
third parties.
(8)
On May 8, 2019, in the ordinary course of business, the group issued bonds totalling $3.0 billion with maturity dates ranging from 6 to 12 years.

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UNITED STATES TAXATION
For a discussion of the U.S. tax considerations applicable to the notes, please review the section entitled "Tax Considerations--United States
Taxation" in the accompanying prospectus. The notes will be treated as variable rate debt securities for United States federal income tax purposes. The
notes will not be issued with original issue discount for U.S. federal income tax purposes and accordingly will not be subject to the special U.S. federal
income tax considerations applicable to original issue discount securities. Please see the section entitled "Tax Considerations--United States Taxation--
United States Holders--Original Issue Discount--Variable Rate Debt Securities" in the accompanying prospectus.
The accompanying prospectus states under "Tax Considerations--United States Taxation--BP Capital America--FATCA Withholding" that
payments of gross proceeds from a sale or other disposition of debt securities could be subject to FATCA withholding if such disposition occurs on or after
January 1, 2019. However, on December 13, 2018, the IRS proposed regulations, upon which taxpayers can rely, that eliminate FATCA withholding on
gross proceeds.

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UNITED KINGDOM TAXATION
Application will be made to list the notes on the New York Stock Exchange, which is a "recognised stock exchange" as defined in Section 1005 of
the Income Tax Act 2007. For a discussion of the U.K. tax considerations applicable to the notes, please review the section entitled "Tax Considerations--
United Kingdom Taxation" in the accompanying prospectus.

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UNDERWRITING
Each underwriter named below has severally agreed, subject to the terms and conditions of the Purchase Agreement with BP Capital U.K. and BP,
dated the date of this prospectus supplement, to purchase the principal amount of notes set forth below opposite its name. The underwriters are committed
to purchase all of the notes if any notes are purchased.

Principal Amount of
Underwriter

Notes

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BofA Securities, Inc.

$
500,000,000
Credit Suisse Securities (USA) LLC

$
500,000,000
Total

$
1,000,000,000
The notes are a new issue of securities with no established trading market. Application will be made to list the notes on the New York Stock
Exchange, although no assurance can be given that the notes will be listed on the New York Stock Exchange, and if so listed, the listing does not assure
that a trading market for the notes will develop. BP Capital U.K. and BP have been advised by the underwriters that the underwriters intend to make a
market in the notes but are not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the notes.
BP Capital U.K. and BP have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of
1933, as amended.
The underwriters propose to offer the notes initially at the offering price on the cover page of this prospectus supplement. The underwriters may sell
notes to securities dealers at a discount from the initial public offering price of up to 0.050% of the principal amount of the notes. These securities dealers
may resell any notes purchased from the underwriters to other brokers or dealers at a discount from the initial public offering price of up to 0.050% of the
principal amount of the notes. If the underwriters cannot sell all the notes at the initial offering price, they may change the offering price and the other
selling terms. The offering of the notes by the underwriters is subject to receipt and acceptance of the notes and subject to each underwriter's right to reject
any order in whole or in part.
We expect that delivery of the notes will be made to investors on or about May 24, 2019 (such settlement being referred to as "T+3"). Under Rule
15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to
any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities on any date prior to two business days before delivery
will be required, by virtue of the fact that the securities initially will settle in T+3, to specify any alternate settlement cycle at the time of any such trade to
prevent a failed settlement. Purchasers of the securities who wish to make such trades should consult their own advisors.
The underwriters and their respective affiliates are full-service financial institutions engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing
and brokerage activities. From time to time certain of the underwriters engage in transactions with BP or its subsidiaries in the ordinary course of business.
Certain of the underwriters have performed investment banking, commercial banking and advisory services for BP in the past and have received customary
fees and expenses for these services, and may do so again in the future. For example, in the ordinary course of their various businesses, the underwriters
and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities)
and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities
may also involve securities and/or instruments of BP or its affiliates. Certain of the underwriters or their affiliates that have a lending relationship with BP
routinely hedge, and certain other of those underwriters or their affiliates may hedge, their

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credit exposure to BP consistent with their customary risk management policies. Typically, such underwriters and their affiliates would hedge such
exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in BP's securities,
including potentially the notes. Any such credit default swaps or short positions could adversely affect future trading prices of the notes. The underwriters
and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such
securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and
instruments.
In order to facilitate the offering of the notes, the underwriters may engage in transactions that stabilize, maintain or support the price of such notes,
as the case may be, for a limited period after the issue date. Specifically, the underwriters may over-allot in connection with the offering, creating a short
position in the notes for their own account. In addition, to cover over-allotments or to stabilize the price of the notes, the underwriters may bid for, and
purchase, notes in the open market. Any of these activities may stabilize or maintain the market price of the notes above independent market levels. The
underwriters are not required to engage in these activities, and may end any of these activities at any time.
Selling Restrictions
European Economic Area
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined
in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as
amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
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MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"). Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation. This prospectus supplement and the accompanying prospectus have been prepared
on the basis that any offer of notes in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Directive from the
requirement to publish a prospectus for offers of notes. This prospectus supplement and the accompanying prospectus are not a prospectus for the purposes
of the Prospectus Directive.
United Kingdom
Each underwriter has further represented and agreed that:

· it has complied and will comply with all the applicable provisions of the Financial Services and Markets Act 2000 ("FSMA") with respect to

anything done by it in relation to the notes in, from or otherwise involving the United Kingdom; and

· it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement

to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any
notes in circumstances in which Section 21(1) of the FSMA does not apply to BP Capital U.K. or BP.
This prospectus supplement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net
worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such

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persons together being referred to as "relevant persons"). The notes are only available to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire the notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document
or any of its contents.
Hong Kong
The notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within
the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures
Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a
"prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the
notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is
directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong
Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors"
within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Japan
The notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and
Exchange Law) and each underwriter has agreed that it will not offer or sell any notes, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of
Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial
guidelines of Japan.
Singapore
This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, and if the Issuer has not
notified the dealer(s) on the classification of the notes under and pursuant to Section 309(B)(1) of the Securities and Futures Act, Chapter 289 Singapore
(the "SFA"), this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes
may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of Chapter 289 of the SFA, (ii) to a relevant
person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant
to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an
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accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of
whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that
trust shall not be transferable for six months after that corporation or that trust has acquired the notes under Section 275 except: (1) to an institutional
investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified
in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

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Singapore Securities and Futures Act Product Classification--Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and
309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore), the Issuer has determined, and hereby notifies all relevant persons (as defined in
Section 309A of the SFA) that the notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).

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BP CAPITAL MARKETS AMERICA INC.
BP CAPITAL MARKETS P.L.C.
GUARANTEED DEBT SECURITIES
Fully and unconditionally guaranteed by
BP p.l.c.

BP Capital Markets America Inc. and BP Capital Markets p.l.c. may use this prospectus to offer from time to time guaranteed debt securities.
We urge you to read this prospectus and the accompanying prospectus supplement carefully before you invest. We may sell these securities to or
through underwriters, and also to other purchasers or through agents. The names of the underwriters will be set forth in the accompanying prospectus
supplement.
Investing in these securities involves certain risks. See "Risk Factors" beginning on page 3.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or passed
upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated August 1, 2018
Table of Contents
TABLE OF CONTENTS

Page
About this Prospectus

2
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Document Outline

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