BP p.l.c. (BP) FWP Free writing prospectus

August 5, 2020 Filed pursuant to Rule 433 Registration Statement Nos. 333-226485 and 333-226485-02

PRICING TERM SHEET

U.S.$1,000,000,000 1.749% Fixed Rate Guaranteed Notes due 2030

Issuer:	BP Capital Markets America Inc. (“BP Capital America”)
Guarantor:	BP p.l.c. (“BP”)
Title:	1.749% Fixed Rate Guaranteed Notes due 2030 (the “2030 Notes”)
Total Principal Amount Being Issued:	$1,000,000,000
Denomination:	The 2030 Notes will be issued in denominations of $1,000 and integral multiples of $1,000.
Issuance Date:	August 10, 2020
Guarantee:	Payment of the principal of and interest on the 2030 Notes is fully guaranteed by BP.
Maturity Date:	August 10, 2030
Day Count:	30/360
Day Count Convention:	Following Unadjusted
Interest Rate:	1.749% per annum
Date Interest Starts Accruing:	August 10, 2020
Interest Payment Dates:	February 10 and August 10 of each year, subject to the Day Count Convention.
First Interest Payment Date:	February 10, 2021
Treasury Benchmark:	0.625% due May 15, 2030
US Treasury Yield / Price:	0.549% / 100-23
Spread to Treasury:	T+120 bps
Re-offer Yield:	1.749%
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 2030 Notes are unsecured and unsubordinated and will rank equally with all of BP Capital America’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:	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 2030 Notes to which you are entitled.
Listing:	Application will be made to list the 2030 Notes on the New York Stock Exchange although neither BP Capital America nor BP can guarantee such listing will be obtained.
Redemption:	The 2030 Notes are not redeemable, except as described under “Description of Debt Securities and Guarantees—Optional Tax Redemption” on page 19 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 August 5, 2020.
Optional Redemption:	Prior to May 10, 2030 (the date that is three months prior to the scheduled maturity date for the 2030 Notes), BP Capital America has the right to redeem the 2030 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 2030 Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2030 Notes to be redeemed that would be due if such 2030 Notes matured on May 10, 2030 (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 either case accrued and unpaid interest to the date of redemption. On or after May 10, 2030 (the date that is three months prior to the scheduled maturity date for the 2030 Notes), BP Capital America has the right to redeem the 2030 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 2030 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 2030 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 2030 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 Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. 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 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.
Sinking Fund:	There is no sinking fund.
Further Issuances:	BP Capital America may, at its sole option, at any time and without the consent of the then existing 2030 Note holders issue additional notes in one or more transactions subsequent to the date of the related prospectus supplement dated August 5, 2020 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 2030 Notes issued pursuant to the prospectus supplement. These additional notes will be deemed part of the same series as and fungible with the 2030 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 2030 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 2030 Note: 100.000%; Total: $1,000,000,000
Underwriters’ Discount:	Per 2030 Note: 0.250%; Total: $2,500,000
Proceeds, Before Expenses, to Us:	Per 2030 Note: 99.750%; Total: $997,500,000

Underwriter:	Citigroup Global Markets Inc.	($166,667,000)
	HSBC Securities (USA) Inc.	($166,667,000)
	J.P. Morgan Securities LLC	($166,667,000)
	Mizuho Securities USA LLC	($166,667,000)
	Morgan Stanley & Co. LLC	($166,666,000)
	SMBC Nikko Securities America, Inc.	($166,666,000)
CUSIP Number:	10373Q BM1
ISIN:	US10373QBM15

U.S.$1,500,000,000 2.772% Fixed Rate Guaranteed Notes due 2050

Issuer:	BP Capital Markets America Inc. (“BP Capital America”)
Guarantor:	BP p.l.c. (“BP”)
Title:	2.772% Fixed Rate Guaranteed Notes due 2050 (the “2050 Notes”)
Total Principal Amount Being Issued:	$1,500,000,000
Denomination:	The 2050 Notes will be issued in denominations of $1,000 and integral multiples of $1,000.
Issuance Date:	August 10, 2020
Guarantee:	Payment of the principal of and interest on the 2050 Notes is fully guaranteed by BP.
Maturity Date:	November 10, 2050
Day Count:	30/360
Day Count Convention:	Following Unadjusted
Interest Rate:	2.772% per annum
Date Interest Starts Accruing:	August 10, 2020
Interest Payment Dates:	May 10 and November 10 of each year, subject to the Day Count Convention.
First Interest Payment Date:	May 10, 2021
Treasury Benchmark:	2.000% due February 15, 2050
US Treasury Yield / Price:	1.222% / 119-07+
Spread to Treasury:	T+155 bps
Re-offer Yield:	2.772%
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 2050 Notes are unsecured and unsubordinated and will rank equally with all of BP Capital America’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:	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 2050 Notes to which you are entitled.
Listing:	Application will be made to list the 2050 Notes on the New York Stock Exchange although neither BP Capital America nor BP can guarantee such listing will be obtained.
Redemption:	The 2050 Notes are not redeemable, except as described under “Description of Debt Securities and Guarantees—Optional Tax Redemption” on page 19 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 August 5, 2020.
Optional Redemption:	Prior to May 10, 2050 (the date that is six months prior to the scheduled maturity date for the 2050 Notes), BP Capital America has the right to redeem the 2050 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 2050 Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2050 Notes to be redeemed that would be due if such 2050 Notes matured on May 10, 2050 (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 May 10, 2050 (the date that is six months prior to the scheduled maturity date for the 2050 Notes), BP Capital America has the right to redeem the 2050 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 2050 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 2050 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 2050 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 Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. 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 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.
Sinking Fund:	There is no sinking fund.
Further Issuances:	BP Capital America may, at its sole option, at any time and without the consent of the then existing 2050 Note holders issue additional notes in one or more transactions subsequent to the date of the related prospectus supplement dated August 5, 2020 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 2050 Notes issued pursuant to the prospectus supplement. These additional notes will be deemed part of the same series as and fungible with the 2050 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 2050 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 2050 Note: 99.993%; Total: $1,499,895,000
Underwriters’ Discount:	Per 2050 Note: 0.400%; Total: $6,000,000
Proceeds, Before Expenses, to Us:	Per 2050 Note: 99.593%; Total: $1,493,895,000

Underwriter:	Citigroup Global Markets Inc.	($250,000,000)
	HSBC Securities (USA) Inc.	($250,000,000)
	J.P. Morgan Securities LLC	($250,000,000)
	Mizuho Securities USA LLC	($250,000,000)
	Morgan Stanley & Co. LLC	($250,000,000)
	SMBC Nikko Securities America, Inc.	($250,000,000)
CUSIP Number:	10373Q BN9
ISIN:	US10373QBN97

*  *  *  *  *  *  *  *

No PRIIPs KID — No PRIIPs key information document (KID) has been prepared as the 2030 Notes and the 2050 Notes (collectively, the “Notes”) are not available to retail in the EEA or in the United Kingdom.

We expect that delivery of the Notes will be made to investors on or about August 10, 2020 (such settlement being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market 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 Notes prior to the second business day before the delivery of the Notes will be required, by virtue of the fact that the Notes initially will settle T+3, to specify an alternative settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors.

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 Citigroup Global Markets Inc. toll-free at 1-800-831-9146, HSBC Securities (USA) Inc. toll-free at 1-866-811-8049, J.P. Morgan Securities LLC toll-free at 1-212-834-4533, Mizuho Securities USA LLC toll-free at 1-866-271-7403, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649 and SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856.