BP PLC — Regulatory Filings 2017

Sep 15, 2017

FWP 1 d407067dfwp.htm FWP FWP

Filed pursuant to Rule 433 Registration Statement Nos. 333-208478 and 333-208478-01 September 14, 2017

PRICING TERM SHEET

U.S.$500,000,000 1.768% Fixed Rate Guaranteed Notes due 2019

Issuer:	BP Capital Markets p.l.c. (“BP Capital U.K.”)
Guarantor:	BP p.l.c. (“BP”)
Title:	Fixed Rate Guaranteed Notes due 2019 (the “2019 Fixed Rate Notes”)
Total Principal Amount Being Issued:	$500,000,000
Denomination:	The 2019 Fixed Rate Notes will be issued in denominations of $1,000 and integral multiples of $1,000.
Issuance Date:	September 19, 2017
Guarantee:	Payment of the principal of and interest on the 2019 Fixed Rate Notes is fully guaranteed by BP.
Maturity Date:	September 19, 2019
Day Count:	30/360
Day Count Convention:	Following Unadjusted
Interest Rate:	1.768% per annum
Date Interest Starts Accruing:	September 19, 2017
Interest Payment Dates:	March 19 and September 19 of each year, subject to the Day Count Convention.
First Interest Payment Date:	March 19, 2018
Treasury Benchmark:	1.250% due August 31, 2019
US Treasury Yield / Price:	1.368% / 99-24 3/4
Spread to Treasury:	T+40 bps
Re-offer Yield:	1.768%
Business Day:	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 2019 Fixed Rate Notes are unsecured and unsubordinated and will rank equally with all of BP Capital U.K.’s other unsecured and unsubordinated indebtedness.
Regular Record Dates for Interest:	The 15th calendar day preceding each Interest Payment Date, whether or not such day is a Business Day.

| Payment of Additional Amounts: | Under current law, payments of interest may be made without withholding or deduction for or on account of U.K. income tax, and no additional amounts will therefore be payable, provided that the 2019 Fixed Rate Notes are
listed on a “recognised stock exchange” within the meaning of Section 1005 of the UK Income Tax Act 2007. The New York Stock Exchange is a “recognised stock exchange” at the date hereof. |
| --- | --- |
| Listing: | Application will be made to list the 2019 Fixed Rate Notes on the New York Stock Exchange although neither BP Capital U.K. nor BP can guarantee such listing will be obtained. |
| Redemption: | The 2019 Fixed Rate Notes are not redeemable, except as described under “Description of Debt Securities and Guarantees—Optional Tax Redemption” on page 17 of the prospectus and as described below under
“Optional Redemption”. The provision for optional tax redemption described in the prospectus will apply in respect of changes in tax treatments occurring after September 14, 2017. |
| Optional Redemption: | BP Capital U.K. has the right to redeem the 2019 Fixed Rate Notes, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the 2019 Fixed Rate Notes
to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2019 Fixed Rate Notes to be redeemed (not including any portion of payments of interest accrued and unpaid to the
redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 10 basis
points, plus in each case accrued and unpaid interest to the date of redemption. For purposes of determining the optional make-whole 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 2019 Fixed Rate Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such notes. “Comparable treasury price” means, with respect to any redemption date, the average of the reference treasury dealer quotations for such redemption date. “Quotation agent” means one
of the reference treasury dealers appointed by BP Capital U.K. “Reference treasury dealer” means Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan
Stanley & Co. LLC and UBS |

| | Securities LLC or their affiliates, each of which is a primary U.S. government securities dealer in the United States (a “primary treasury dealer”), and their respective successors, and two other primary treasury
dealers selected by BP Capital U.K., provided, however, that if any of the foregoing shall cease to be a primary treasury dealer, BP Capital U.K. shall substitute therefor another primary treasury dealer. “Reference treasury dealer
quotations” means with respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the quotation agent by such reference treasury dealer at 5:00 p.m. New York time on the third business day preceding such redemption date. |
| --- | --- |
| Sinking Fund: | There is no sinking fund. |
| Further Issuances: | BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue additional notes in one or more transactions subsequent to the date of the related prospectus supplement dated
September 14, 2017 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 2019 Fixed Rate Notes issued pursuant to the prospectus supplement.
These additional notes will be deemed part of the same series as the 2019 Fixed Rate Notes issued pursuant to the prospectus supplement and will provide the holders of these additional notes the right to vote together with holders of the 2019 Fixed
Rate Notes issued pursuant to the prospectus supplement, 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. |
| Public Offering Price: | Per 2019 Fixed Rate Note: 100.000%; Total: $500,000,000 |
| Underwriters’ Discount: | Per 2019 Fixed Rate Note: 0.100%; Total: $500,000 |
| Proceeds, Before Expenses, to Us: | Per 2019 Fixed Rate Note: 99.900%; Total: $499,500,000 |
| Underwriters: | Credit Suisse Securities (USA) LLC ($83,333,000) |
| | Goldman Sachs & Co. LLC ($83,333,000) |
| | HSBC Securities (USA) Inc. ($83,333,000) |
| | J.P. Morgan Securities LLC ($83,333,000) |
| | Morgan Stanley & Co. LLC ($83,334,000) |
| | UBS Securities LLC ($83,334,000) |
| CUSIP Number: | 05565QDR6 |
| ISIN: | US05565QDR65 |
| U.S.$300,000,000 Floating Rate Guaranteed Notes due 2022 | |
| Issuer: | BP Capital Markets p.l.c. (“BP Capital U.K.”) |
| Guarantor: | BP p.l.c. (“BP”) |
| Title: | Floating Rate Guaranteed Notes due 2022 (the “2022 Floating Rate Notes”) |
| Total Principal Amount Being | |

Issued:	$300,000,000
Denomination:	The 2022 Floating Rate Notes will be issued in denominations of $1,000 and integral multiples of $1,000
Issuance Date:	September 19, 2017
Guarantee:	Payment of the principal of and interest on the 2022 Floating Rate Notes is fully guaranteed by BP.
Maturity Date:	September 19, 2022
Day Count:	Actual/360
Day Count Convention:	Modified following. If any Interest Payment Date falls on a day that is not a Business Day, that Interest Payment Date will be postponed to the next succeeding Business Day unless that Business Day is in the next succeeding
calendar month, in which case the Interest Payment Date will be the immediately preceding Business Day.
Interest Rate:	The Interest Rate for the first Interest Period will be the 3-month U.S. dollar London Interbank Offered Rate (“U.S. dollar LIBOR”), as determined on September 15, 2017, plus
the Spread (as described below). Thereafter, the Interest Rate for any Interest Period will be U.S. dollar LIBOR, as determined on the applicable Interest Determination Date, plus the Spread. The Interest Rate will be reset quarterly on each
Interest Reset Date.
Date Interest Starts Accruing:	September 19, 2017
Interest Payment Dates:	March 19, June 19, September 19 and December 19 of each year, subject to the Day Count Convention.
First Interest Payment Date:	December 19, 2017
Spread:	0.650%
Interest Reset Dates:	The Interest Reset Date for each Interest Period other than the first Interest Period will be the first day of such Interest Period, subject to the Day Count Convention.
Interest Periods:	The period beginning on, and including, an Interest Payment Date and ending on, but not including, the following Interest Payment Date; provided that the first Interest Period will begin on September 19, 2017, and will end
on, but not include, the First Interest Payment Date.
Interest Determination Date:	The Interest Determination Date relating to a particular Interest Reset Date will be the second London Business Day preceding such Interest Reset Date.
London Business Day:	Any week day on which banking or trust institutions in London are not authorized generally or obligated by law, regulation or executive order to close, on which dealings in deposits in U.S. dollars are transacted in the London
interbank market.
Business Day:	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 2022 Floating Rate Notes are unsecured and unsubordinated and will rank equally with all of BP Capital U.K.’s other unsecured and unsubordinated indebtedness.

Regular Record Dates for Interest:	The 15th calendar day preceding each Interest Payment Date, whether or not such day is a Business Day.
Payment of Additional Amounts:	Under current law, payments of interest may be made without withholding or deduction for or on account of U.K. income tax, and no additional amounts will therefore be payable, provided that the 2022 Floating Rate Notes are
listed on a “recognised stock exchange” within the meaning of Section 1005 of the UK Income Tax Act 2007. The New York Stock Exchange is a “recognised stock exchange” at the date hereof.
Listing:	Application will be made to list the 2022 Floating Rate Notes on the New York Stock Exchange although neither BP Capital U.K. nor BP can guarantee such listing will be obtained.
Redemption:	The 2022 Floating Rate Notes are not redeemable, except as described under “Description of Debt Securities and Guarantees—Optional Tax Redemption” on page 17 of the prospectus. The provision for optional tax
redemption described therein will apply in respect of changes in tax treatments occurring after September 14, 2017.
Sinking Fund:	There is no sinking fund.
Further Issuances:	BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue additional 2022 Floating Rate Notes in one or more transactions subsequent to the date of the related prospectus
supplement dated September 14, 2017 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 2022 Floating Rate Notes issued pursuant to the
prospectus supplement. These additional 2022 Floating Rate Notes will be deemed part of the same series as the 2022 Floating Rate Notes issued pursuant to the prospectus supplement and will provide the holders of these additional 2022 Floating Rate
Notes the right to vote together with holders of the 2022 Floating Rate Notes issued pursuant to the prospectus supplement, 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.
Public Offering Price:	Per 2022 Floating Rate Note: 100.000%; Total: $300,000,000
Underwriters’ Discount:	Per 2022 Floating Rate Note: 0.170%; Total: $510,000
Proceeds, Before Expenses, to Us:	Per 2022 Floating Rate Note: 99.830%; Total: $299,490,000
Underwriters:	Credit Suisse Securities (USA) LLC ($50,000,000)
	Goldman Sachs & Co. LLC ($50,000,000)
	HSBC Securities (USA) Inc. ($50,000,000)
	J.P. Morgan Securities LLC ($50,000,000)
	Morgan Stanley & Co. LLC ($50,000,000)
	UBS Securities LLC ($50,000,000)
CUSIP Number:	05565QDQ8
ISIN:	US05565QDQ82
Calculation Agent:	The Bank of New York Mellon Trust Company, N.A.

Calculation of U.S. Dollar LIBOR: The Calculation Agent will determine U.S. dollar LIBOR in accordance with the following provisions: With respect to any Interest Determination Date, U.S. dollar LIBOR will be the rate for deposits in U.S. dollars having a maturity of three months commencing on the Interest Reset Date that appears on the designated LIBOR page as of 11:00 a.m., London time, on that Interest Determination Date. If no rate appears, U.S. dollar LIBOR, in respect of that Interest Determination Date, will be determined as follows: the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected and identified by BP Capital U.K., to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for the period of three months, commencing on the Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then U.S. dollar LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then U.S. dollar LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on the Interest Determination Date by three major banks in The City of New York selected and identified by BP Capital U.K. for loans in U.S. dollars to leading European banks, having a three-month maturity and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time; provided, however, that if the banks selected and identified by BP Capital U.K. are not providing quotations in the manner described by this sentence, U.S. dollar LIBOR determined as of that Interest Determination Date will be U.S. dollar LIBOR in effect on that Interest Determination Date (i.e. the same as the rate determined for the immediately preceding Interest Reset Date). The designated LIBOR page is Bloomberg L.P.’s page “BBAM”, or any successor service for the purpose of displaying the London interbank rates of major banks for U.S. dollars. Bloomberg L.P.’s page “BBAM” is the display designated as “BBAM”, or such other page as may replace Bloomberg L.P.’s page “BBAM” on that service or such other service or services as may be nominated for the purpose of displaying London interbank offered rates for U.S. dollar deposits by ICE Benchmark Administration Limited (“IBA”) or its successor or such other entity assuming the responsibility of IBA or its successor in calculating the London Interbank Offered Rate in the event IBA or its successor no longer does so. All calculations made by the Calculation Agent for the purposes of calculating the Interest Rate on the 2022 Floating Rate Notes shall be conclusive and binding on the holders of 2022 Floating Rate Notes, BP, BP Capital U.K. and the trustee, absent manifest error.

U.S.$700,000,000 2.520% Fixed Rate Guaranteed Notes due 2022
Issuer:	BP Capital Markets p.l.c. (“BP Capital U.K.”)
Guarantor:	BP p.l.c. (“BP”)
Title:	Fixed Rate Guaranteed Notes due 2022 (the “2022 Fixed Rate Notes”)
Total Principal Amount Being Issued:	$700,000,000
Denomination:	The 2022 Fixed Rate Notes will be issued in denominations of $1,000 and integral multiples of $1,000.
Issuance Date:	September 19, 2017
Guarantee:	Payment of the principal of and interest on the 2022 Fixed Rate Notes is fully guaranteed by BP.
Maturity Date:	September 19, 2022
Day Count:	30/360
Day Count Convention:	Following Unadjusted
Interest Rate:	2.520% per annum
Date Interest Starts Accruing:	September 19, 2017
Interest Payment Dates:	March 19 and September 19 of each year, subject to the Day Count Convention.
First Interest Payment Date:	March 19, 2018
Treasury Benchmark:	1.625% due August 31, 2022
US Treasury Yield / Price:	1.790% / 99-07
Spread to Treasury:	T+73 bps
Re-offer Yield:	2.520%
Business Day:	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 2022 Fixed Rate Notes are unsecured and unsubordinated and will rank equally with all of BP Capital U.K.’s other unsecured and unsubordinated indebtedness.
Regular Record Dates for Interest:	The 15th calendar day preceding each Interest Payment Date, whether or not such day is a Business Day.
Payment of Additional Amounts:	Under current law, payments of interest may be made without withholding or deduction for or on account of U.K. income tax, and no additional amounts will therefore be payable, provided that the 2022 Fixed Rate Notes are
listed on a “recognised stock exchange” within the meaning of Section 1005 of the UK Income Tax Act 2007. The New York Stock Exchange is a “recognised stock exchange” at the date hereof.
Listing:	Application will be made to list the 2022 Fixed Rate Notes on the New York Stock Exchange although neither BP Capital U.K. nor BP can guarantee such listing will be
obtained.

| Redemption: | The 2022 Fixed Rate Notes are not redeemable, except as described under “Description of Debt Securities and Guarantees—Optional Tax Redemption” on page 17 of the prospectus and as described below under
“Optional Redemption”. The provision for optional tax redemption described in the prospectus will apply in respect of changes in tax treatments occurring after September 14, 2017. |
| --- | --- |
| Optional Redemption: | Prior to August 19, 2022 (the date that is one month prior to the scheduled maturity date for the 2022 Fixed Rate Notes), BP Capital U.K. has the right to redeem the 2022 Fixed Rate Notes, in whole or in part, at any time
and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the 2022 Fixed Rate Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and
interest on the 2022 Fixed Rate Notes to be redeemed that would be due if such notes matured on August 19, 2022 (not including any portion of payments of interest accrued and unpaid to the redemption date) discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 12.5 basis points, plus in each case accrued and unpaid interest
to the date of redemption. On or after August 19, 2022 (the date that is one month prior to the scheduled maturity date for the 2022 Fixed Rate Notes), BP Capital U.K. has the right to redeem the 2022 Fixed Rate 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 2022 Fixed Rate 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 2022 Fixed Rate Notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes. “Comparable treasury price” means, with respect to any
redemption date, the average of the reference treasury dealer quotations for such redemption date. “Quotation agent” means one of the reference treasury dealers appointed by BP Capital U.K. “Reference treasury dealer” means
Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and UBS Securities LLC or their affiliates,
each |

| | of which is a primary U.S. government securities dealer in the United States (a “primary treasury dealer”), and their respective successors, and two other primary treasury dealers selected by BP Capital U.K., provided,
however, that if any of the foregoing shall cease to be a primary treasury dealer, BP Capital U.K. shall substitute therefor another primary treasury dealer. “Reference treasury dealer quotations” means with respect to each reference
treasury dealer and any redemption date, the average, as determined by the quotation agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the
quotation agent by such reference treasury dealer at 5:00 p.m. New York time on the third business day preceding such redemption date. |
| --- | --- |
| Sinking Fund: | There is no sinking fund. |
| Further Issuances: | BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue additional notes in one or more transactions subsequent to the date of the related prospectus supplement dated
September 14, 2017 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 2022 Fixed Rate Notes issued pursuant to the prospectus supplement.
These additional notes will be deemed part of the same series as the 2022 Fixed Rate Notes issued pursuant to the prospectus supplement and will provide the holders of these additional notes the right to vote together with holders of the 2022 Fixed
Rate Notes issued pursuant to the prospectus supplement, 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. |
| Public Offering Price: | Per 2022 Fixed Rate Note: 100.000%; Total: $700,000,000 |
| Underwriters’ Discount: | Per 2022 Fixed Rate Note: 0.170%; Total: $1,190,000 |
| Proceeds, Before Expenses, to Us: | Per 2022 Fixed Rate Note: 99.830%; Total: $698,810,000 |
| Underwriters: | Credit Suisse Securities (USA) LLC ($116,666,000) |
| | Goldman Sachs & Co. LLC ($116,666,000) |
| | HSBC Securities (USA) Inc. ($116,667,000) |
| | J.P. Morgan Securities LLC ($116,667,000) |
| | Morgan Stanley & Co. LLC ($116,667,000) |
| | UBS Securities LLC ($116,667,000) |
| CUSIP Number: | 05565QDP0 |
| ISIN: | US05565QDP00 |
| U.S.$1,500,000,000 3.279% Fixed Rate Guaranteed Notes due
2027 | |
| Issuer: | BP Capital Markets p.l.c. (“BP Capital U.K.”) |
| Guarantor: | BP p.l.c. (“BP”) |

Title:	Fixed Rate Guaranteed Notes due 2027 (the “2027 Fixed Rate Notes”)
Total Principal Amount Being Issued:	$1,500,000,000
Denomination:	The 2027 Fixed Rate Notes will be issued in denominations of $1,000 and integral multiples of $1,000.
Issuance Date:	September 19, 2017
Guarantee:	Payment of the principal of and interest on the 2027 Fixed Rate Notes is fully guaranteed by BP.
Maturity Date:	September 19, 2027
Day Count:	30/360
Day Count Convention:	Following Unadjusted
Interest Rate:	3.279% per annum
Date Interest Starts Accruing:	September 19, 2017
Interest Payment Dates:	March 19 and September 19 of each year, subject to the Day Count Convention.
First Interest Payment Date:	March 19, 2018
Treasury Benchmark:	2.250% due August 15, 2027
US Treasury Yield / Price:	2.199% / 100-14+
Spread to Treasury:	T+108 bps
Re-offer Yield:	3.279%
Business Day:	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 2027 Fixed Rate Notes are unsecured and unsubordinated and will rank equally with all of BP Capital U.K.’s other unsecured and unsubordinated indebtedness.
Regular Record Dates for Interest:	The 15th calendar day preceding each Interest Payment Date, whether or not such day is a Business Day.
Payment of Additional Amounts:	Under current law, payments of interest may be made without withholding or deduction for or on account of U.K. income tax, and no additional amounts will therefore be payable, provided that the 2027 Fixed Rate Notes are
listed on a “recognised stock exchange” within the meaning of Section 1005 of the UK Income Tax Act 2007. The New York Stock Exchange is a “recognised stock exchange” at the date hereof.
Listing:	Application will be made to list the 2027 Fixed Rate Notes on the New York Stock Exchange although neither BP Capital U.K. nor BP can guarantee such listing will be obtained.
Redemption:	The 2027 Fixed Rate Notes are not redeemable, except as described under “Description of Debt Securities and Guarantees—Optional Tax Redemption” on page 17 of the prospectus and as described below under
“Optional Redemption”. The provision for optional tax redemption described in the prospectus will apply in respect of changes in tax treatments occurring after September 19,
2017.

Optional Redemption: Prior to June 19, 2027 (the date that is three months prior to the scheduled maturity date for the 2027 Fixed Rate Notes), BP Capital U.K. has the right to redeem the 2027 Fixed Rate Notes, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the 2027 Fixed Rate Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2027 Fixed Rate Notes to be redeemed that would be due if such notes matured on June 19, 2027 (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 20 basis points, plus in each case accrued and unpaid interest to the date of redemption. On or after June 19, 2027 (the date that is three months prior to the scheduled maturity date for the 2027 Fixed Rate Notes), BP Capital U.K. has the right to redeem the 2027 Fixed Rate 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 2027 Fixed Rate 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 2027 Fixed Rate Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes. “Comparable treasury price” means, with respect to any redemption date, the average of the reference treasury dealer quotations for such redemption date. “Quotation agent” means one of the reference treasury dealers appointed by BP Capital U.K. “Reference treasury dealer” means Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and UBS Securities LLC or their affiliates, each of which is a primary U.S. government securities dealer in the United States (a “primary treasury dealer”), and their respective successors, and two other primary treasury dealers selected by BP Capital U.K., provided, however, that if any of the foregoing shall cease to be a primary treasury dealer, BP Capital U.K. shall substitute therefor another primary treasury dealer. “Reference treasury dealer quotations” means with respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation

| | agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the quotation agent by such reference treasury dealer at 5:00 p.m. New
York time on the third business day preceding such redemption date. |
| --- | --- |
| Sinking Fund: | There is no sinking fund. |
| Further Issuances: | BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue additional notes in one or more transactions subsequent to the date of the related prospectus supplement dated
September 14, 2017 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 2027 Fixed Rate Notes issued pursuant to the prospectus supplement.
These additional notes will be deemed part of the same series as the 2027 Fixed Rate Notes issued pursuant to the prospectus supplement and will provide the holders of these additional notes the right to vote together with holders of the 2027 Fixed
Rate Notes issued pursuant to the prospectus supplement, 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. |
| Public Offering Price: | Per 2027 Fixed Rate Notes: 100.000%; Total: $1,500,000,000 |
| Underwriters’ Discount: | Per 2027 Fixed Rate Notes: 0.300%; Total: $4,500,000 |
| Proceeds, Before Expenses, to Us: | Per 2027 Fixed Rate Notes: 99.700%; Total: $1,495,500,000 |
| Underwriters: | Credit Suisse Securities (USA) LLC ($250,000,000) |
| | Goldman Sachs & Co. LLC ($250,000,000) |
| | HSBC Securities (USA) Inc. ($250,000,000) |
| | J.P. Morgan Securities LLC ($250,000,000) |
| | Morgan Stanley & Co. LLC ($250,000,000) |
| | UBS Securities LLC ($250,000,000) |
| CUSIP Number: | 05565QDN5 |
| ISIN: | US05565QDN51 |

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The Issuer and the Guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the other documents the Issuer and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037, Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, HSBC Securities (USA) Inc. toll-free at 1-866 811-8049, J.P. Morgan Securities LLC toll-free at 1-212 834-4533, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649 or UBS Securities LLC toll-free at 1-888-827-7275.