Obligation BP Capital Markets Ltd 3.067% ( US10373QBF63 ) en USD

BP Capital Markets Ltd

93.801 % ▲

Royaume-uni

US10373QBF63 ( en USD )

3.067% par an ( paiement semestriel )

29/03/2050

Prospectus brochure de l'obligation BP Capital Markets PLC US10373QBF63 en USD 3.067%, échéance 29/03/2050

1 000 USD

500 000 000 USD

10373QBF6

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

30/09/2025 ( Dans 132 jours )

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 US10373QBF63, paye un coupon de 3.067% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/03/2050

L'Obligation émise par BP Capital Markets Ltd ( Royaume-uni ) , en USD, avec le code ISIN US10373QBF63, 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 US10373QBF63, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d845238d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee (1)
3.067% Guaranteed Notes due 2050

$500,000,000

$64,900
Guarantee of 3.067% Guaranteed Notes due 2050

--

(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. $855,000 of the unused filing fees paid in connection with these registration statements were previously used
and $1,377,180 of unused registration fees are available for offset as of this date. The $64,900 registration fee relating to the securities offered by
this prospectus supplement is hereby offset against the $1,377,180 of unused registration fees available for offset as of this date. Accordingly, no
filing fee is paid herewith, and $1,312,280 remains available for future fees.
(2)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantee.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Nos.: 333-226485
and 333-226485-02
Prospectus Supplement
December 9, 2019
(To prospectus dated August 1, 2018)

BP Capital Markets America Inc.
$500,000,000 3.067% Guaranteed Notes due 2050
Payment of the principal of and interest on the notes is fully guaranteed by
BP p.l.c.

The 3.067% guaranteed notes due 2050 (the "notes") will bear interest at the rate of 3.067% per year. BP Capital Markets America Inc. will pay interest on
the notes on March 30 and September 30 of each year, commencing on March 30, 2020 (short first coupon). The notes will mature on March 30, 2050. 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 the Notes
Public Offering Price (1)
100.000%
$
500,000,000
Underwriting Discount

0.300%
$
1,500,000
Proceeds, before expenses, to BP Capital Markets America Inc.
99.700%
$
498,500,000

(1)
Interest on the notes will accrue from December 13, 2019.

The underwriter expects 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
December 13, 2019.

Sole Book-Running Manager
Citigroup
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 America Inc.'s ("BP Capital America") or BP
p.l.c.'s ("BP") 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.

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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 "Principal risks and uncertainties" in BP's Form 6-K for the period ended June 30, 2019 and 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 Form 6-K for the period ended
June 30, 2019 and 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
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.
3.067% Guaranteed Notes due 2050 (the "notes")

·
Issuer: BP Capital America

·
Title: 3.067% Guaranteed Notes due 2050

·
Total principal amount being issued: $500,000,000

·
Issuance date: December 13, 2019

·
Maturity date: March 30, 2050

·
Day count: 30/360

·
Day count convention: Following Unadjusted

·
Interest rate: 3.067% per annum

·
Date interest starts accruing: December 13, 2019

·
Interest payment dates: March 30 and September 30 of each year, subject to the day count convention.

·
First interest payment date: March 30, 2020 (short first coupon)

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

·
Redemption at the option of BP Capital America: On or after March 31, 2025 and prior to September 30, 2049 (the date that is six months
prior to the scheduled maturity date for the notes), BP Capital America has the right to redeem the 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 notes to be redeemed and (ii) the sum
of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due if such
notes matured on September 30, 2049 (not including any portion of payments of interest accrued and unpaid to the redemption date)
discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate
plus 15 basis points, plus in either case accrued and unpaid interest to the date of redemption. On or after September 30, 2049 (the date that is
six months prior to the scheduled maturity date for the notes), BP Capital America has the right to redeem the notes, in whole or in part, at

any time and from time to time at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and
unpaid interest, if any, thereon to, but excluding, the date of redemption. For purposes of determining the optional 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 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

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average of the reference treasury dealer quotations for such redemption date. "Quotation agent" means one of the reference treasury dealers
appointed by BP Capital America "Reference treasury dealer" means Citigroup Global Markets Inc. or one of its affiliates, which is a primary
U.S. government securities dealer in the United States (a "primary treasury dealer"), and its successors, and two other primary treasury
dealers selected by BP Capital America, provided, however, that if any of the foregoing shall cease to be a primary treasury dealer, BP

Capital America 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.

·
Redemption at the option of the holder: Holders of the notes have the right to elect to have BP Capital America redeem the notes in whole
or in part in increments of $1,000 on March 30, 2025 at a price equal to 94.022% of the principal amount of the notes to be redeemed
together with accrued interest to such date. If the notes are held in book-entry form through DTC, then in order to exercise the option to
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redeem the notes, a beneficial holder of the notes must (i) instruct its direct or indirect participant through which it holds an interest in the
notes to notify the trustee of its election to exercise its repayment option in accordance with the then-applicable operating procedures of DTC
and (ii) provide an email notice of such holder's intention to exercise its option to redeem the notes to [email protected]. In order for the
exercise of the option to be effective and the note to be repaid, such notice must be delivered to the trustee through DTC during the period
from and including January 30, 2025 to and including the close of business on February 28, 2025 (or, if February 28, 2025 is not a business
day, the next succeeding business day). DTC must receive any such notice from its participants in time to exercise such repayment option

request in accordance with their applicable operating procedures and the terms of the notes. Different firms have different deadlines for
accepting instructions from their customers. The beneficial holder should consult the direct or indirect participant through which it holds an
interest in the notes to ascertain the deadline for ensuring that timely notice will be delivered to DTC. If the notes are not held in book-entry
form, then in order for the exercise of the option to be effective and a note to be repaid, BP Capital America must receive, at the office of the
trustee located at The Bank of New York Mellon Trust Company, N.A., 2 North LaSalle Street, Suite 700, Chicago, Illinois 60602 Attention:
Corporate Trust Administration, with a copy (which shall not constitute notice) sent to [email protected], during the period from and
including January 30, 2025 to and including the close of business on February 28, 2025 (or, if February 28, 2025 is not a business day, the
next succeeding business day), such note, together with the form entitled "Option to Elect Repayment" attached to such note duly completed.
Exercise of the repayment option by the holder of a note shall be irrevocable. No transfer or exchange of any note (or, in the event that any
note is to be repaid in part, such portion of the note to be repaid) will be permitted after exercise of the repayment option.

·
Further issuances: BP Capital America 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 $498,500,000.

·
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.

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·
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 America's other unsecured and

unsubordinated indebtedness.

·
Payment of additional amounts: In the event that BP is required to withhold any taxes by the laws of the jurisdiction in which BP is
incorporated from a payment under the guarantee, BP 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 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 America 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 and as described herein under "--3.067% Guaranteed Notes due 2050--

Redemption at the option of BP Capital U.K" and "--3.067% Guaranteed Notes due 2050--Redemption at the option of the holder". The
provisions for optional tax redemption described in the prospectus will apply to changes in tax treatments occurring after December 9, 2019.
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 The Bank of New York Mellon Trust Company, N.A. (as successor

to JPMorgan Chase Bank), as trustee, dated as of June 4,

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2003, 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 December 13, 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 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 501 Westlake Park Boulevard, Houston, Texas 77079.

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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, May 21, 2019, July 30, 2019 and October 29, 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
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following address:
BP p.l.c.
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 America and BP prepare or authorize
contain and incorporate by reference information that you should consider when making your investment decision. Neither BP Capital America nor BP
have authorized anyone to provide you with different information. BP Capital America 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 America 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 10373Q BF6 and ISIN US10373QBF63.

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CAPITALIZATION AND INDEBTEDNESS
The following table shows the unaudited consolidated capitalization and indebtedness of the BP Group as of September 30, 2019 in accordance with
IFRS:

As of

September 30, 2019

(US$ millions)

Share capital and reserves

Capital shares (1)-(2)

5,441
Paid-in surplus (3)

13,869
Merger reserve (3)

27,206
Treasury shares

(14,484)
Cash flow hedge reserve

(753)
Costs of hedging reserve

(98)
Foreign currency translation reserve

(8,743)
Profit and loss account

75,484
BP shareholders' equity

97,922

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

Lease liabilities due within one year

2,012
Finance debt due within one year

7,556
Lease liabilities due after more than one year

7,627
Finance debt due after more than one year

58,311
Total finance debt and lease liabilities

75,506

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Total (7)

173,428

(1)
Issued share capital as of September 30, 2019 comprised 20,428,104,931 ordinary shares, par value US$0.25 per share, and 12,706,252 preference
shares, par value £1 per share. This excludes 1,253,772,814 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 September 30, 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 September 30, 2019, the parent company, BP p.l.c., had issued guarantees totaling $61,975 million relating to finance debt of subsidiaries. Thus
94% of the group's finance debt had been guaranteed by BP p.l.c. At September 30, 2019, $159 million of finance debt was secured by the pledging
of assets. The remainder of finance debt was unsecured.
(7)
At September 30, 2019 the group had issued third-party guarantees under which amounts outstanding, incremental to amounts recognized on the
group balance sheet, were $735 million in respect of the borrowings of equity-accounted entities and $489 million in respect of the borrowings of
other third parties.
(8)
There has been no material change since September 30, 2019 in the consolidated capitalization and indebtedness of BP.

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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, disregarding any statement contained therein that otherwise would prevent such discussions from applying to
debt securities that are due to mature more than 30 years from their date of issue.
The notes will not be issued with more than de minimis 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.
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.
The accompanying prospectus states under "Tax Considerations--United States Taxation--United States Holders" that U.S. holders that use an
accrual method of accounting for tax purposes ("accrual method holders") generally are required to include certain amounts in income no later than the
time such amounts are reflected on certain financial statements (the "book/tax conformity rule"). Recently released proposed regulations generally would
exclude, among other items, original issue discount and market discount (in either case, whether or not de minimis) from the applicability of the book/tax
conformity rule. Although the proposed regulations generally will not be effective until taxable years beginning after the date on which they are issued in
final form, taxpayers generally are permitted to elect to rely on their provisions currently. Accrual method holders should consult with their tax advisors
regarding the potential applicability of the book/tax conformity rule to their particular situation.

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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
Citigroup Global Markets Inc., as the sole book-running manager and sole underwriter of the offering, has agreed, subject to the terms and conditions
of the Purchase Agreement with BP Capital America and BP, dated the date of this prospectus supplement, to purchase $500,000,000 in aggregate principal
amount of the notes. The underwriter is committed to purchase all of the notes if any notes are purchased.
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 America and BP have been advised by the underwriter that the underwriter intends to make a
market in the notes but is 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 America and BP have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act of 1933,
as amended.
The underwriter proposes to offer the notes initially at the offering price on the cover page of this prospectus supplement. The underwriter may sell
notes to securities dealers at a discount from the initial public offering price of up to 0.150% of the principal amount of the notes. These securities dealers
may resell any notes purchased from the underwriter to other brokers or dealers at a discount from the initial public offering price of up to 0.100% of the
principal amount of the notes. If the underwriter cannot sell all the notes at the initial offering price, it may change the offering price and the other selling
terms. The offering of the notes by the underwriter is subject to receipt and acceptance of the notes and subject the 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 December 13, 2019 (such settlement being referred to as "T+4"). 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+4, 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 underwriter, together with its affiliates, is a full-service financial institution 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 the underwriter engages in transactions with BP or its subsidiaries in the ordinary course of business. The
underwriter has performed investment banking, commercial banking and advisory services for BP in the past and has received customary fees and expenses
for these services, and may do so again in the future. For example, in the ordinary course of its various businesses, the underwriter and its 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 its own account and for the accounts of its customers, and such investment and securities activities may also involve securities
and/or instruments of BP or its affiliates. The underwriter or its affiliates that have a lending relationship with BP routinely hedge their credit exposure to
BP consistent with their customary risk management policies. Typically, the underwriter and its 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 underwriter and its 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.

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In order to facilitate the offering of the notes, the underwriter 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 underwriter may over-allot in connection with the offering, creating a short
position in the notes for its own account. In addition, to cover over-allotments or to stabilize the price of the notes, the underwriter 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
underwriter is 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
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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
MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). 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 Regulation 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 Regulation.
United Kingdom
The 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 America 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 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,

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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 the 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.
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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
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.
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
Risk Factors

3
Forward-Looking Statements

6
Where You Can Find More Information About Us

7
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Document Outline

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