Obligation BP Capital Markets US 4.2% ( US10373QAA85 ) en USD

BP Capital Markets US

100 % ▼

Etas-Unis

US10373QAA85 ( en USD )

4.2% par an ( paiement semestriel )

15/06/2018 - Obligation échue

Prospectus brochure de l'obligation BP Capital Markets America US10373QAA85 en USD 4.2%, échue

1 000 USD

175 000 000 USD

10373QAA8

NR

NR

BP Capital Markets America est la filiale américaine de la division marchés de capitaux de BP, offrant des services de financement, de négociation et de gestion de risques à des clients institutionnels.

Les données relatives à une émission obligataire spécifique par BP Capital Markets America, une entité émettrice établie aux États-Unis, décrivent un instrument de dette désormais arrivé à terme. Cette obligation, identifiée par le code ISIN US10373QAA85 et le code CUSIP 10373QAA8, était libellée en dollars américains (USD) et offrait un taux d'intérêt nominal de 4,2%, avec des paiements effectués sur une base semestrielle. Le volume total de l'émission s'élevait à 175 000 000 USD, avec une taille minimale d'achat fixée à 1 000 USD pour les investisseurs. Atteignant sa maturité le 15 juin 2018, cette obligation a été entièrement remboursée à son prix nominal de 100% sur le marché, attestant de son exécution complète à terme. Il convient de noter que cette émission n'avait pas de notation attribuée par les principales agences de notation, Standard & Poor's (S&P) et Moody's, comme l'indiquent les mentions 'NR' (Non Noté) pour les deux agences.

FLUXEMBOURG LISTING PARTICULARS, dated June 16, 2003
These Luxembourg Listing Particulars are composed of the prospectus dated February 28, 2002 and the prospectus
supplement dated May 28, 2003, as amended in accordance with the rules of the Luxembourg Stock Exchange.
$175,000,000

BP Capital Markets America Inc.
4.20% Guaranteed Notes Due 2018
Payment of the principal of and interest on the notes is guaranteed by
BP p.l.c.

The notes will bear interest at the rate of 4.20% per year. BP Capital Markets America Inc. will pay interest on the
notes on each June 15 and December 15, commencing December 15, 2003. The notes will mature on June 15, 2018.
Payment of the principal of and interest on the notes is guaranteed by BP p.l.c.
Application has been made to list the notes on the Luxembourg Stock Exchange in accordance with its rules.

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 1 of the attached
prospectus.

Per Note
Total
Public Offering Price .....................................................................................................
99.778%
$174,611,500
Underwriting Discount ..................................................................................................
0.386%
$675,500
Proceeds, before expenses, to BP Capital Markets America Inc. .................................
99.392%
$173,936,000
__________________
Interest on the notes will accrue from June 4, 2003.

The underwriter expects to deliver the notes to purchasers in book-entry form only through the facilities of The Depository
Trust Company on or about June 4, 2003.

Goldman, Sachs & Co.

NY12526:46179.5

FOR NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE
REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE
OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF
NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT
AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

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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 America's and BP's behalf or on behalf of the underwriter 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.
BP Capital America and BP have applied for, and will pursue, listing of the notes on the Luxembourg Stock
Exchange though neither BP Capital America nor BP can guarantee that such listing will be obtained. Inquiries regarding
the listing status of the notes on the Luxembourg Stock Exchange should be directed to our Luxembourg listing agent,
Kredietbank S.A. Luxembourgeoise.
This prospectus supplement and the attached prospectus shall be used solely for the purpose of considering a purchase
of the notes. The prospectus supplement and the prospectus include particulars given in compliance with the rules
governing the listing of securities on the Luxembourg Stock Exchange for the purpose of giving information with regard
to BP Capital America and BP. BP Capital America and BP accept responsibility for the information contained in this
prospectus supplement and prospectus (including information incorporated by reference) and confirm, having made all
reasonable inquiries, that, to the best of the knowledge and belief of BP Capital America and BP, there are no other facts
the omission of which would make any statement herein and in the documents incorporated by reference misleading in any
material respect.
INCORPORATION BY REFERENCE
The Securities and Exchange Commission (the "SEC") allows BP to "incorporate by reference" into the prospectus
attached to this prospectus supplement the information in documents filed with the SEC. This means that BP can disclose
important information to you by referring you to those documents. 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 our affairs since the date thereof or that the information contained therein is
current as of any time subsequent to its date. The information incorporated by reference is considered to be a part of the
prospectus and should be read with the same care. When BP updates the information contained in documents that have
been incorporated by reference by making future filings with the SEC, the information incorporated by reference in the
prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or
inconsistency between information contained in the prospectus and information incorporated by reference into the
prospectus, you should rely on the information contained in the document that was filed later.
In addition to the documents already incorporated by reference into the prospectus, BP incorporates by reference the
documents listed below and any documents BP files with the SEC in the future under Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") until the offerings made under the prospectus are completed:
Annual Report on Form 20-F for the year ended December 31, 2002.
Report on Form 6-K filed for the period ended March 31, 2003.
Furthermore, BP incorporates by reference any reports on Form 6-K furnished to the SEC by BP pursuant to the
Exchange Act that indicate on their cover page that they are incorporated by reference in the prospectus after the date of
the prospectus and before the date that any offering of the securities by means of the prospectus is terminated.
So long as the notes are listed on the Luxembourg Stock Exchange, any filing other than an exhibit to a filing, unless
that exhibit is specifically incorporated by reference into that filing, will be made available for inspection, and may be
obtained free of charge, at the following address of the Luxembourg transfer and paying agent:
Kredietbank S.A. Luxembourgeosie
43 Boulevard Royal
L-2955, Luxembourg
You should rely only on the information that we incorporate by reference or provide in the prospectus or the
prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an

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offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in
the prospectus or the prospectus supplement is accurate as of any date other than the date on the front of those documents.
See also "Where You Can Find More Information About Us" beginning on page 2 of the prospectus for a description
of the information incorporated by reference in the prospectus and how to obtain copies of this information.

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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 8 of the prospectus that is attached to this prospectus
supplement. If anything described in this section is inconsistent with the terms described under "Description of Debt
Securities and Guarantees" in the attached prospectus, the terms described below shall prevail.

Title: 4.20% Guaranteed Notes due June 15, 2018.

Total principal amount being issued: $175,000,000.

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

Issuance date: June 4, 2003.

Due date for principal: June 15, 2018.

Interest rate: 4.20% per annum (30/360, unadjusted).

Date interest starts accruing: June 4, 2003.

Interest due dates: Every June 15 and December 15.

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, unless that business day falls in a different calendar
month, in which case the payment will be made on the next preceding business day instead. 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.

First interest due date: December 15, 2003.

Regular record dates for interest: Every May 31 and November 30, beginning November 30, 2003.

Guarantee: Payment of the principal of and interest on the notes is guaranteed by BP. For more
information about the guarantee, you should read "Description of Debt Securities and Guarantees"
beginning on page 8 of the attached prospectus.

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

Payment of additional amounts: None.

Form of notes: The notes will be issued as one or more global securities in registered form. You
should read "Legal Ownership--Global Securities" beginning on page 6 of the attached 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 18 of the
attached prospectus.

Listing: Application has been made to list the notes on the Luxembourg Stock Exchange in accordance
with its rules.

Redemption: The notes are not redeemable, except as described under "Description of Debt Securities
and Guarantees--Optional Tax Redemption" on page 15 of the attached prospectus. The provisions for

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optional tax redemption described therein will apply to changes in tax treatments occurring after
May 28, 2003. At maturity, the notes will be repaid at par.

Sinking fund: There is no sinking fund.

Trustee: BP Capital America will issue the notes under an indenture with JPMorgan Chase Bank, as
trustee, to be entered into on June 4, 2003 which is referred to on page 8 of the attached prospectus.

Net Proceeds: The net proceeds, before expenses, will be $173,936,000.

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 America's principal executive offices are located at 4101 Winfield Road, Warrenville, Illinois 60555.
Luxembourg Transfer and Paying Agent
For as long as the notes are listed on the Luxembourg Stock Exchange, BP Capital America will maintain a transfer
and paying agent in Luxembourg. BP Capital America initially appoints Kredietbank S.A. Luxembourgeoise acting out of
its corporate office in Luxembourg, or its successor, as the transfer and paying agent. BP Capital America will notify you
of any change in the Luxembourg transfer and paying agent by publication in Luxembourg.
Transfer and Payment Procedures in Luxembourg
In the limited situations in which the global security would be terminated and interests in it would be exchanged for
physical certificates representing definitive securities, the following provisions shall apply in accordance with the terms of
the indenture:
Upon surrender for registration of transfer of any registered note at the office of the Luxembourg transfer agent,
such transfer agent, subject to and in accordance with the terms of the indenture, will deliver in the name of the
designated transferee or transferees, or (in the case of a partial transfer) the registered holder, one or more new
registered notes of the same class of any authorized denominations and of like aggregate principal amount.
Every registered note presented or surrendered for registration of transfer shall be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to BP Capital America and the transfer
agent duly executed, by the holder thereof or its attorney duly authorized in writing.
Registered notes issued upon any exchange or transfer will be delivered at the office of the Luxembourg transfer
agent. No service charge shall be made for any registration of transfer or exchange of notes, but BP Capital
America may require payment from the holder of a sum sufficient to cover any tax or other government charge
that may be imposed in connection with the transfer or exchange.
BP Capital America will pay interest to each registered holder listed in the Luxembourg paying agent's records
on the close of business fifteen days in advance of each due date for interest, even if such holder no longer owns
the security on the interest due date.
BP Capital America will pay interest, principal and any other money due on the registered notes at the office of
the Luxembourg paying agent. That office is currently located at 43 Boulevard Royal, P.O. Box 1108, L-2955,
Luxembourg. Payments of principal with respect to definitive notes will be made against surrender of such
definitive notes at the office of the Luxembourg paying agent. Registered holders must make arrangements to
have their payments picked up at or wired from that office. Payments can also be made by check sent by post.
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.
As long as the notes are listed on the Luxembourg Stock Exchange and its rules so require, BP Capital America will
also give notices to holders by publication in a daily newspaper of general circulation in Luxembourg. BP Capital
America expects that newspaper to be, but it need not be, the Luxemburger Wort. If publication in Luxembourg is not
practical, BP Capital America will make the publication elsewhere in Western Europe. "Daily newspaper" means a

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newspaper that is published on each day, other than a Saturday, Sunday or holiday, in Luxembourg or, when applicable,
elsewhere in Western Europe. You will be presumed to have received these notices on the date BP Capital America first
publishes them.
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.

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TAX CONSIDERATIONS
The United States federal income tax consequences of holding the notes will be as described under "Tax
Considerations" beginning on page 22 of the attached prospectus. However, under the Jobs and Growth Tax Relief
Reconciliation Act of 2003 ("the Act"), the maximum rate at which long-term capital gains of non-corporate U.S. holders
will be taxed generally has been reduced to 15% through December 31, 2008. Holders are advised to consult their own tax
advisors concerning the implications of owning the notes under the Act in light of their particular circumstances.

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SELECTED FINANCIAL INFORMATION
The following information has been extracted or derived from the audited financial statements of BP and its
subsidiaries (the "BP Group") included within BP's Annual Reports on Form 20-F for the relevant years, as reclassified to
conform with the accounting presentation adopted in BP's Annual Report on Form 20-F for the year ended December 31,
2002, and as restated to conform with U.K. Accounting Standard FRS 19.
The information for three months ended March 31, 2002 and March 31, 2003 has been extracted or derived from
unaudited interim financial statements of the BP Group and included in BP's Report on Form 6-K for the period ended
March 31, 2003.

Three months ended
March 31
(unaudited)
Years ended December 31,

2003
2002
2002
2001
2000
1999
1998(a)

(US$ million, except per share amounts)
U.K. GAAP

Income statement data

Turnover
64,186
36,569
180,186
175,389
161,826
101,180
83,732
Less: joint ventures ....................................................... (398)
(279)
(1,465)
(1,171)
(13,764)
(17,614) (15,428)
Group turnover .............................................................. 63,788
36,290
178,721
174,218
148,062
83,566
68,304
Profit for the period ....................................................... 4,267
1,296
6,845
6,556
10,120
4,566
2,651
Per ordinary share (b): (cents)
Profit for the period:

Basic ......................................................................
19 .11
5.78
30.55
29.21
46.77
23.55
13.82
Diluted ...................................................................
19 .05
5.75
30.41
29.04
46.46
23.42
13.76
Dividends .............................................................
6 .25
5.75
24.00
22.00
20.50
20.00
19.75
Average number outstanding of 25 cents
ordinary shares (shares million) ....................... 22,326
22,403
22,397
22,436
21,638
19,386
19,192
Balance sheet data

Total assets ....................................................................
1 62,972
151,270
159,125
141,970
144,862
89,481
84,835
Net assets ...................................................................... 72,123
67,481
70,047
65,759
66,152
38,092
37,693
Share capital .................................................................. 5,581
5,635
5,616
5,629
5,653
4,892
4,863
BP shareholders' interest .............................................. 71,076
64,902
69,409
65,161
65,584
37,031
36,621
Finance debt due after more than one year
12,642
13,468
11,922
12,327
14,772
9,644
9,641
Debt to borrowed and invested
capital (c) ............................................................... 15%
17%
15%
16%
18%
20%
20%
Other data

Per ordinary share (b): (cents)

Net cash inflow from operating activities (d) ................ 5,961
3,636
19,342
22,409
20,416
10,290
9,586
Net cash outflow from capital expenditure
acquisitions and disposals ..................................... 600
4,190
10,983
11,604
6,207
5,142
6,520
U.S. GAAP

Income statement data

Revenues ....................................................................... 63,788
36,290
178,721
174,218
148,062
83,566
68,304
Profit for the period before cumulative effect of
accounting changes .............................................. 4,734
2,051
8,397
4,526
10,183
4,596
2,826
Profit for the period ....................................................... 5,786
2,051
8,397
4,164
10,183
4,596
2,826
Comprehensive income ................................................. 5,520
1,856
10,422
2,649
7,730
3,674
2,848
Profit per ordinary share (b): (cents)

Basic:

Before cumulative effect of accounting
changes ............................................................... 21.20
9.16
37.48
20.16
47.05
23.70
14.72
Profit for the period ............................................. 25.92
9.16
37.48
18.55
47.05
23.70
14.72
Diluted:

Before cumulative effect of accounting
changes ............................................................... 21.14
9.11
37.30
20.04
46.74
23.56
14.66
Profit for the period ............................................. 25.84
9.11
37.30
18.44
46.74
23.56
14.66

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Three months ended
March 31
(unaudited)
Years ended December 31,

2003
2002
2002
2001
2000
1999
1998(a)

(US$ million, except per share amounts)
Profit per American Depositary Share (b):
(cents)

Basic:

Before cumulative effect of accounting
changes ............................................................... 127.20
54.96
224.88
120.96
282.30
142.20
88.32
Profit for the period ............................................. 155.52
54.96
224.88
111.30
282.30
142.20
88.32
Diluted:

Before cumulative effect of accounting
changes ............................................................... 126.84
54.66
223.80
120.24
280.44
141.36
87.96
Profit for the period ............................................. 155.04
54.66
223.80
110.64
280.44
141.36
87.96
Balance sheet data

Total assets ....................................................................
1 68,200
156,472
164,090
145,990
151,966
90,262
85,458
BP shareholders' interest .............................................. 70,166
63,025
66,999
62,322
65,554
37,838
37,334
Other data

Net cash used in investing activities ............................. (634)
(4,205)
11,083
11,685
6,326
4,922
6,861
Net cash used in financing activities .............................
(4,992)
982
5,123
5,853
7,852
3,332
2,161

(a.) Effective as of January 1, 1999, the BP Group adopted Financial Reporting Standard No. 12 "Provisions, Contingent
Liabilities and Contingent Assets". Comparative figures for 1998 have been changed accordingly.
(b.) With effect from October 4, 1999, BP split (or subdivided) its ordinary share capital. As a result, the number of
ordinary shares held at the close of business on Friday October 1, 1999 doubled and holders of American depositary
shares received a two-for-one stock split. Comparative figures for 1998 have been changed accordingly.
(c.) Finance debt due after more than one year, compared with such debt plus BP and minority shareholders' interests, i.e.,
net assets.
(d.) The net cash inflows from operating activities are presented in accordance with the requirements of Financial
Reporting Standard No. 1 (Revised 1996) issued by the U.K. Accounting Standards Board. For a cash flow statement
prepared on a U.S. GAAP basis, please see Item 18 Financial Statements Note 50 of our Annual Report on
Form 20-F for the fiscal year ended December 31, 2002, which is incorporated by reference to this prospectus
supplement.

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