Obligation BP Capital Markets Ltd 3.06% ( US10373QBR02 ) en USD

BP Capital Markets Ltd

100 % ▲

Etas-Unis

US10373QBR02 ( en USD )

3.06% par an ( paiement semestriel )

17/06/2041

Prospectus brochure de l'obligation BP Capital Markets PLC US10373QBR02 en USD 3.06%, échéance 17/06/2041

1 000 USD

1 450 000 000 USD

10373QBR0

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

17/12/2025 ( Dans 3 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 ( Etas-Unis ) , en USD, avec le code ISIN US10373QBR02, paye un coupon de 3.06% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/06/2041

L'Obligation émise par BP Capital Markets Ltd ( Etas-Unis ) , en USD, avec le code ISIN US10373QBR02, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par BP Capital Markets Ltd ( Etas-Unis ) , en USD, avec le code ISIN US10373QBR02, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price
Registration Fee (1)
3.060% Guaranteed Notes due 2041

$1,450,000,000

$158,195
Guarantees of 3.060% Guaranteed Notes due 2041

--

(2)
3.379% Guaranteed Notes due 2061

$541,931,500

$59,124.73
Guarantees of 3.379% Guaranteed Notes due 2061

--

(2)
Total

$1,991,931,500

$217,319.73
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.

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Filed pursuant to Rule 424(b)(5)
Registration Statement Nos. 333-254751 and
333-254751-02
Prospectus Supplement
June 14, 2021
(To prospectus dated March 26, 2021)

BP Capital Markets America Inc.
$1,450,000,000 3.060% Guaranteed Notes due 2041
$550,000,000 3.379% Guaranteed Notes due 2061
Payment of the principal of and interest on the notes is fully guaranteed by
BP p.l.c.

On February 8, 2021, BP Capital Markets America Inc. issued $1,250,000,000 aggregate principal amount of 3.379%
guaranteed notes due 2061 (the "original 2061 notes"). The 3.379% guaranteed notes due 2061 offered under this prospectus
supplement (the "2061 notes") wil have the same terms (other than the public offering price and issuance date), form part of the
same series and trade freely with the original 2061 notes. The 3.060% guaranteed notes due 2041 (the "2041 notes" and, together
with the 2061 notes, the "notes") wil bear interest at the rate of 3.060% per year. BP Capital Markets America Inc. wil pay interest on
the 2041 notes on each June 17 and December 17, commencing on December 17, 2021. BP Capital Markets America Inc. wil pay
interest on the 2061 notes on each February 8 and August 8, commencing on August 8, 2021. The 2041 notes wil mature on
June 17, 2041. The 2061 notes wil mature on February 8, 2061. If any payment is due in respect of the notes on a date that is not a
business day, it wil be made on the next fol owing business day, provided that no interest wil accrue on the payment so deferred.
Payment of the principal of and interest on the notes is ful y guaranteed by BP p.l.c.
Application wil be made to list the notes on the New York Stock Exchange. The 2061 notes are a further issuance of the original
2061 notes, which are listed on the New York Stock Exchange.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus supplement or the related prospectus.
Any representation to the contrary is a criminal offense.
Investment in these securities involves certain risks. See "Risk Factors" beginning on page 3 of the accompanying
prospectus and "Risk factors" beginning on page 67 of BP p.l.c.'s 2020 Annual Report on Form 20-F.

Per 2041
Total for the
Per 2061
Total for the 2061

note
2041 notes
note
notes

Public Offering Price (1)
100.000% $1,450,000,000 98.533% $
541,931,500
Underwriting Discount
0.325% $
4,712,500 0.400% $
2,200,000
Proceeds, before expenses, to BP Capital Markets America
Inc. (2)
99.675% $1,445,287,500 98.133% $
539,731,500
(1) Interest on the 2041 notes wil accrue from (and including) June 17, 2021 and interest on the 2061 notes wil accrue from (and
including) February 8, 2021.
(2) With respect to the 2061 notes, plus accrued interest for the period from and including February 8, 2021 up to and excluding
the date of delivery which is expected to be June 17, 2021, in the aggregate amount of $6,659,445.83.

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 June 17, 2021.

Joint Book-Running Managers
BofA Securities Citigroup Mizuho Securities Morgan Stanley SOCIETE GENERALE

Wel s Fargo Securities

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The distribution of this prospectus supplement and prospectus and the offering of the notes in certain jurisdictions may
be restricted by law. This prospectus supplement and prospectus do not constitute an offer or an invitation on BP Capital
Markets America Inc.'s ("BP Capital America") 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 fol owing 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 general y, but not always, be identified by the use of words such as
"wil ", "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 wil or may occur in the future and are outside the control of BP. Actual results may differ material y 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,
2020. Factors set out in BP's Annual Report on Form 20-F for the fiscal year ended December 31, 2020 are important factors,
although not exhaustive, that may cause actual results and developments to differ material y 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 general y described under
"Description of Debt Securities and Guarantees" beginning on page 11 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 shal prevail.
3.060% Guaranteed Notes due 2041 (the "2041 notes")

· Issuer: BP Capital America

· Title: 3.060% Guaranteed Notes due 2041

· Total principal amount being issued: $1,450,000,000

· Issuance date: June 17, 2021

· Maturity date: June 17, 2041

· Day count: 30/360

· Day count convention: Fol owing Unadjusted

· Interest rate: 3.060% per annum

· Date interest starts accruing: June 17, 2021

· Interest payment dates: June 17 and December 17 of each year, subject to the day count convention.

· First interest payment date: December 17, 2021

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

· Optional redemption: Prior to December 17, 2040 (the date that is six months prior to the scheduled maturity
date for the 2041 notes), BP Capital America has the right to redeem the 2041 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
2041 notes to be redeemed and (i ) the sum of the present values of the remaining scheduled payments of
principal and interest on the 2041 notes to be redeemed that would be due if such notes matured on
December 17, 2040 (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 December 17, 2040 (the date that is six months prior to the scheduled maturity
date for the 2041 notes), BP Capital America has the right to redeem the 2041 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 2041 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 fol owing 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 2041 notes to be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of such notes. "Comparable treasury price" means, with respect to any redemption date, the average of the
reference treasury dealer quotations for such redemption date. "Quotation agent" means one of the reference
treasury dealers

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appointed by BP Capital America. "Reference treasury dealer" means one of BofA Securities, Inc., Citigroup
Global Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, SG Americas Securities, LLC or Wel s
Fargo Securities, LLC or one of their affiliates, which is a primary U.S. government securities dealer in the United
States (a "primary treasury dealer"), and their respective successors, and two other primary treasury dealers

selected by BP Capital America, provided, however, that if any of the foregoing shal cease to be a primary
treasury dealer, BP Capital America shal substitute therefor another primary treasury dealer. "Reference treasury
dealer quotations" means with respect to each reference treasury dealer and any redemption date, the average,
as determined by the quotation agent, of the bid and asked prices for the comparable treasury issue (expressed
in each case as a percentage of its principal amount) quoted in writing to the quotation agent by such reference
treasury dealer at 5:00 p.m. New York time on the third business day preceding such redemption date.

· Further issuances: BP Capital America may, at its sole option, at any time and without the consent of the then
existing note holders issue additional 2041 notes in one or more transactions subsequent to the date of this
prospectus supplement with terms (other than the issuance date, public offering price and, possibly, the first

interest payment date and the date interest starts accruing) identical to the 2041 notes issued hereby. These
additional 2041 notes wil be deemed part of the same series as and fungible with the 2041 notes issued hereby
and wil provide the holders of these additional 2041 notes the right to vote together with holders of the 2041
notes issued hereby, provided that such additional 2041 notes wil be issued with no more than de minimis
original issue discount or wil be part of a "qualified reopening" for U.S. federal income tax purposes.

· Net proceeds: The net proceeds, before expenses, wil be $1,445,287,500.
3.379% Guaranteed Notes due 2061 (the "2061 notes")

· Issuer: BP Capital America

· Title: 3.379% Guaranteed Notes due 2061

· Total principal amount being issued: $550,000,000. The 2061 notes offered under this prospectus supplement
wil have the same terms (other than the public offering price and issuance date), form part of the same series

and trade freely with the $1,250,000,000 aggregate principal amount of 3.379% Guaranteed Notes due 2061
issued on February 8, 2021 (the "original 2061 notes"). Upon completion of this offering, $1,800,000,000
aggregate principal amount of 2061 notes and original 2061 notes wil be outstanding.

· Issuance date: June 17, 2021

· Maturity date: February 8, 2061

· Day count: 30/360

· Day count convention: Fol owing Unadjusted

· Interest rate: 3.379% per annum

· Date interest starts accruing: February 8, 2021

· Interest payment dates: February 8 and August 8 of each year, subject to the day count convention.

· First interest payment date: August 8, 2021. The interest payable on August 8, 2021 to the purchasers of the

2061 notes wil include interest deemed to have accrued from and including February 8, 2021 to, but excluding
June 17, 2021, totaling $6,659,445.83.

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

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· Optional redemption: Prior to August 8, 2060 (the date that is six months prior to the scheduled maturity date
for the 2061 notes), BP Capital America has the right to redeem the 2061 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 2061
notes to be redeemed and (i ) the sum of the present values of the remaining scheduled payments of principal
and interest on the 2061 notes to be redeemed that would be due if such notes matured on August 8, 2060 (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 25 basis points, plus in either case accrued and unpaid interest to the date of redemption. On or
after August 8, 2060 (the date that is six months prior to the scheduled maturity date for the 2061 notes), BP
Capital America has the right to redeem the 2061 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 2061 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 fol owing 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 2061 notes to be redeemed
that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term of such notes. "Comparable
treasury price" means, with respect to any redemption date, the average of the reference treasury dealer
quotations for such redemption date. "Quotation agent" means one of the reference treasury dealers appointed
by BP Capital America. "Reference treasury dealer" means one of Citigroup Global Markets Inc., Deutsche Bank
Securities Inc., Goldman Sachs & Co. LLC., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC or NatWest
Markets Securities Inc. or one of their affiliates, which is a primary U.S. government securities dealer in the
United States (a "primary treasury dealer"), and their respective successors, and two other primary treasury
dealers selected by BP Capital America, provided, however, that if any of the foregoing shal cease to be a
primary treasury dealer, BP Capital America shal substitute therefor another primary treasury dealer. "Reference
treasury dealer quotations" means with respect to each reference treasury dealer and any redemption date, the
average, as determined by the quotation agent, of the bid and asked prices for the comparable treasury issue
(expressed in each case as a percentage of its principal amount) quoted in writing to the quotation agent by such
reference treasury dealer at 5:00 p.m. New York time on the third business day preceding such redemption date.

· Further issuances: BP Capital America may, at its sole option, at any time and without the consent of the then
existing note holders issue additional 2061 notes in one or more transactions subsequent to the date of this
prospectus supplement with terms (other than the issuance date, public offering price and, possibly, the first

interest payment date and the date interest starts accruing) identical to the 2061 notes issued hereby. These
additional 2061 notes wil be deemed part of the same series as and fungible with the 2061 notes issued hereby
and wil provide the holders of these additional 2061 notes the right to vote together with holders of the 2061
notes issued hereby, provided that such additional 2061 notes wil be issued with no more than de minimis
original issue discount or wil be part of a "qualified reopening" for U.S. federal income tax purposes.

· Net proceeds: The net proceeds, before expenses, wil be $539,731,500, plus accrued interest for the period

from and including February 8, 2021 up to and excluding the date of delivery which is expected to be June 17,
2021.

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The fol owing terms apply to the notes:

· Guarantee: Payment of the principal of and interest on the notes wil be ful y guaranteed by BP. For more

information about the guarantees, you should read "Description of Debt Securities and Guarantees" beginning on
page 11 of the accompanying prospectus.

· Denomination: The notes wil 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 wil be made

on the next fol owing business day, provided that no interest wil 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 general y or obligated by law, regulation or executive order to close.

· Ranking: The notes are unsecured and unsubordinated and wil rank equal y with al 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 guarantees, BP wil 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 17-18 of the accompanying prospectus.

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

Global Securities" beginning on page 9 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 wil be
made in immediately available funds. Secondary market trading between DTC participants wil occur in the
ordinary way in accordance with DTC's rules and wil 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 wil occur in the ordinary way in accordance with the applicable rules and operating procedures of
Clearstream, Luxembourg and Euroclear and wil 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.

· Listing: The original 2061 notes are listed on the New York Stock Exchange. Application wil be made to list the

notes on the New York Stock Exchange though neither BP Capital America nor BP can guarantee such listing wil
be obtained.

· Redemption: The notes are not redeemable, except as described under "Description of Debt Securities and
Guarantees--Optional Tax Redemption" on page 18 of the accompanying prospectus and as described herein

under "--3.060% Guaranteed Notes due 2041--Optional Redemption" and under "--3.379% Guaranteed Notes due
2061--Optional Redemption". The provisions for optional tax redemption described in the prospectus wil apply to
changes in tax treatments occurring after June 14, 2021 (with respect to the 2041 notes) and after February 3,
2021 (with respect to the 2061 notes). At maturity, the notes wil be repaid at par.

· Sinking fund: There is no sinking fund.

· Trustee: BP Capital America wil issue the notes under an indenture with The Bank of New York Mel on Trust
Company, N.A. (as successor to JPMorgan Chase Bank), as trustee, dated as of June 4,

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2003 (the "Indenture"), which is referred to on page 11 of the accompanying prospectus, as supplemented by a

supplemental indenture with The Bank of New York Mel on Trust Company, N.A., as trustee, to be entered into on
June 17, 2021.

· Use of proceeds: The net proceeds from the sale of the notes wil 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 guarantees are governed by New York law.

Any legal proceeding arising out of or based upon the indenture, the notes or the guarantees 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 al ows 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 fol owing 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 (the
"Exchange Act"), 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, 2020, dated March 22, 2021 (the "2020
Form 20-F"); and

· The Report on Form 6-K filed with the SEC on April 27, 2021, which indicates on its cover that it is incorporated by
reference.
The information that BP files with the SEC, including future filings, automatical y updates and supersedes information in
documents filed at earlier dates. Al 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, 2020 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 fol owing 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.
Neither BP Capital America nor BP are 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 shal 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.
Notices
As long as the notes are issued in global form, notices to be given to holders of the notes wil be given to DTC, in
accordance with its applicable procedures from time to time.

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