BP » Topics » Treasury Regulations Requiring Disclosure of Reportable Transactions

These excerpts taken from the BP 424B5 filed Aug 7, 2009.

Treasury Regulations Requiring Disclosure of Reportable Transactions

Recently-promulgated Treasury regulations require United States taxpayers to report certain transactions that give rise to a loss in excess of certain thresholds (a “Reportable Transaction”). Under these regulations, if the debt securities are denominated in a foreign currency, a United States holder (or a United States alien holder that holds the debt securities in connection with a U.S. trade or business) that recognizes a loss with respect to the debt securities that is characterized as an ordinary loss due to changes in currency exchange rates (under any of the rules discussed above) would be required to report the loss on Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in the regulations. For individuals and trusts, this loss threshold is $50,000 in any single taxable year. For other types of taxpayers and other types of losses, the thresholds are higher. We urge you to consult with your tax advisor regarding any tax filing and reporting obligations that may apply in connection with acquiring, owning and disposing of debt securities.

Treasury Regulations Requiring Disclosure of Reportable Transactions

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Recently-promulgated Treasury regulations require United States taxpayers to report certain transactions that give rise to a loss in excess of certain
thresholds (a “Reportable Transaction”). Under these regulations, if the debt securities are denominated in a foreign currency, a United States holder (or a United States alien holder that holds the debt securities in connection with a
U.S. trade or business) that recognizes a loss with respect to the debt securities that is characterized as an ordinary loss due to changes in currency exchange rates (under any of the rules discussed above) would be required to report the loss on
Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in the regulations. For individuals and trusts, this loss threshold is $50,000 in any single taxable year. For other types of
taxpayers and other types of losses, the thresholds are higher. We urge you to consult with your tax advisor regarding any tax filing and reporting obligations that may apply in connection with acquiring, owning and disposing of debt securities.

These excerpts taken from the BP 424B5 filed May 5, 2009.

Treasury Regulations Requiring Disclosure of Reportable Transactions

Recently-promulgated Treasury regulations require United States taxpayers to report certain transactions that give rise to a loss in excess of certain thresholds (a “Reportable Transaction”). Under these regulations, if the debt securities are denominated in a foreign currency, a United States holder (or a United States alien holder that holds the debt securities in connection with a U.S. trade or business) that recognizes a loss with respect to the debt securities that is characterized as an ordinary loss due to changes in currency exchange rates (under any of the rules discussed above) would be required to report the loss on Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in the regulations. For individuals and trusts, this loss threshold is $50,000 in any single taxable year. For other types of taxpayers and other types of losses, the thresholds are higher. We urge you to consult with your tax advisor regarding any tax filing and reporting obligations that may apply in connection with acquiring, owning and disposing of debt securities.

Treasury Regulations Requiring Disclosure of Reportable Transactions

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Recently-promulgated Treasury regulations require United States taxpayers to report certain transactions that give rise to a loss in excess of certain
thresholds (a “Reportable Transaction”). Under these regulations, if the debt securities are denominated in a foreign currency, a United States holder (or a United States alien holder that holds the debt securities in connection with a
U.S. trade or business) that recognizes a loss with respect to the debt securities that is characterized as an ordinary loss due to changes in currency exchange rates (under any of the rules discussed above) would be required to report the loss on
Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in the regulations. For individuals and trusts, this loss threshold is $50,000 in any single taxable year. For other types of
taxpayers and other types of losses, the thresholds are higher. We urge you to consult with your tax advisor regarding any tax filing and reporting obligations that may apply in connection with acquiring, owning and disposing of debt securities.

These excerpts taken from the BP F-3ASR filed Mar 13, 2009.

Treasury Regulations Requiring Disclosure of Reportable Transactions

Recently-promulgated Treasury regulations require United States taxpayers to report certain transactions that give rise to a loss in excess of certain thresholds (a “Reportable Transaction”). Under these regulations, if the debt securities are denominated in a foreign currency, a United States holder (or a United States alien holder that holds the debt securities in connection with a U.S. trade or business) that recognizes a loss with respect to the debt securities that is characterized as an ordinary loss due to changes in currency exchange rates (under any of the rules discussed above) would be required to report the loss on Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in the regulations. For individuals and trusts, this loss threshold is $50,000 in any single taxable year. For other types of taxpayers and other types of losses, the thresholds are higher. We urge you to consult with your tax advisor regarding any tax filing and reporting obligations that may apply in connection with acquiring, owning and disposing of debt securities.

Treasury Regulations Requiring Disclosure of Reportable Transactions

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Recently-promulgated Treasury regulations require United States taxpayers to report certain transactions that give rise to a loss in excess of certain
thresholds (a “Reportable Transaction”). Under these regulations, if the debt securities are denominated in a foreign currency, a United States holder (or a United States alien holder that holds the debt securities in connection with a
U.S. trade or business) that recognizes a loss with respect to the debt securities that is characterized as an ordinary loss due to changes in currency exchange rates (under any of the rules discussed above) would be required to report the loss on
Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in the regulations. For individuals and trusts, this loss threshold is $50,000 in any single taxable year. For other types of
taxpayers and other types of losses, the thresholds are higher. We urge you to consult with your tax advisor regarding any tax filing and reporting obligations that may apply in connection with acquiring, owning and disposing of debt securities.

These excerpts taken from the BP 424B5 filed Mar 13, 2009.

Treasury Regulations Requiring Disclosure of Reportable Transactions

 

Recently-promulgated Treasury regulations require United States taxpayers to report certain transactions that give rise to a loss in excess of certain thresholds (a “Reportable Transaction”). Under these regulations, if the debt securities are denominated in a foreign currency, a United States holder (or a United States alien holder that holds the debt securities in connection with a U.S. trade or business) that recognizes a loss with respect to the debt securities that is characterized as an ordinary loss due to changes in currency exchange rates (under any of the rules discussed above) would be required to report the loss on Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in the regulations. For individuals and trusts, this loss threshold is $50,000 in any single taxable year. For other types of taxpayers and other types of losses, the thresholds are higher. We urge you to consult with your tax advisor regarding any tax filing and reporting obligations that may apply in connection with acquiring, owning and disposing of debt securities.

 

Treasury Regulations Requiring Disclosure of Reportable Transactions

 

Recently-promulgated Treasury regulations require
United States taxpayers to report certain transactions that give rise to a loss in excess of certain thresholds (a “Reportable Transaction”). Under these regulations, if the debt securities are denominated in a foreign currency, a United
States holder (or a United States alien holder that holds the debt securities in connection with a U.S. trade or business) that recognizes a loss with respect to the debt securities that is characterized as an ordinary loss due to changes in
currency exchange rates (under any of the rules discussed above) would be required to report the loss on Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in the regulations. For
individuals and trusts, this loss threshold is $50,000 in any single taxable year. For other types of taxpayers and other types of losses, the thresholds are higher. We urge you to consult with your tax advisor regarding any tax filing and reporting
obligations that may apply in connection with acquiring, owning and disposing of debt securities.

 

FACE="Times New Roman" SIZE="2">Backup Withholding and Information Reporting (BP Capital America)

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">This section describes the backup withholding and information reporting requirements relating to holders of debt securities issued by BP Capital America.

 

In general, if you are a noncorporate United States holder, we
and other payors are required to report to the Internal Revenue Service all payments of principal, any premium and interest on your debt security, and the accrual of OID on a discount debt security. In addition, we and other payors are required to
report to the Internal Revenue Service any payment of proceeds of the sale of your debt security before maturity within the United

 


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States. Additionally, backup withholding will apply to any payments, including payments of OID, if you fail to provide an accurate taxpayer identification
number, or you are notified by the Internal Revenue Service that you have failed to report all interest and dividends required to be shown on your federal income tax returns.

SIZE="1"> 

In general, if you are a United States alien holder, payments of principal, premium or interest, including OID, made by us
and other payors to you will not be subject to backup withholding and information reporting, provided that the certification requirements described above on pages 35-36 under “—United States Alien Holders (BP Capital America)” are
satisfied or you otherwise establish an exemption. However, we and other payors are required to report payments of interest on your debt securities on Internal Revenue Service Form 1042-S even if the payments are not otherwise subject to information
reporting requirements. In addition, payment of the proceeds from the sale of debt securities effected at a United States office of a broker will not be subject to backup withholding and information reporting provided that:

STYLE="margin-top:0px;margin-bottom:-6px"> 







  

the broker does not have actual knowledge or reason to know that you are a United States person and you have furnished to the broker:


 







  

an appropriate Internal Revenue Service Form W-8 or an acceptable substitute form upon which you certify, under penalties of perjury, that you are not a United
States person, or

 







  

other documentation upon which it may rely to treat the payment as made to a non-United States person in accordance with U.S. Treasury regulations, or

 







  

you otherwise establish an exemption.

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">If you fail to establish an exemption and the broker does not possess adequate documentation of your status as a non-United States person, the payments
may be subject to information reporting and backup withholding. However, backup withholding will not apply with respect to payments made to an offshore account maintained by you unless the broker has actual knowledge that you are a United States
person.

 

In general, payment of the proceeds from the sale of
debt securities effected at a foreign office of a broker will not be subject to information reporting or backup withholding. However, a sale effected at a foreign office of a broker will be subject to information reporting and backup withholding if:

 







  

the proceeds are transferred to an account maintained by you in the United States,

SIZE="1"> 







  

the payment of proceeds or the confirmation of the sale is mailed to you at a United States address, or

STYLE="margin-top:0px;margin-bottom:-6px"> 







  

the sale has some other specified connection with the United States as provided in U.S. Treasury regulations,

STYLE="margin-top:0px;margin-bottom:0px"> 

unless the broker does not have actual knowledge or reason to know that you are a United
States person and the documentation requirements described above (relating to a sale of debt securities effected at a United States office of a broker) are met or you otherwise establish an exemption.

STYLE="margin-top:0px;margin-bottom:0px"> 

In addition, payment of the proceeds from the sale of debt securities
effected at a foreign office of a broker will be subject to information reporting if the broker is:

 







  

a United States person,

 







  

a controlled foreign corporation for United States tax purposes,

 







  

a foreign person 50% or more of whose gross income is effectively connected with the conduct of a United States trade or business for a specified three-year period,
or

 







  

a foreign partnership, if at any time during its tax year:

SIZE="1"> 







  

one or more of its partners are “U.S. persons”, as defined in U.S. Treasury regulations, who in the aggregate hold more than 50% of the income or capital
interest in the partnership, or

 


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such foreign partnership is engaged in the conduct of a United States trade or business,

STYLE="margin-top:0px;margin-bottom:0px"> 

unless the broker does not have actual knowledge or reason to know that you are a United
States person and the documentation requirements described above (relating to a sale of debt securities effected at a United States office of a broker) are met or you otherwise establish an exemption. Backup withholding will apply if the sale is
subject to information reporting and the broker has actual knowledge that you are a United States person.

 

FACE="Times New Roman" SIZE="2">Backup Withholding and Information Reporting (BP Capital U.K. and BP Canada)

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">This section describes the backup withholding and information reporting requirements regarding holders of debt securities issued by BP Capital U.K. or BP
Canada.

 

These excerpts taken from the BP 424B5 filed Mar 6, 2009.

Treasury Regulations Requiring Disclosure of Reportable Transactions

 

Recently-promulgated Treasury regulations require United States taxpayers to report certain transactions that give rise to a loss in excess of certain thresholds (a “Reportable Transaction”). Under these regulations, if the debt securities are denominated in a foreign currency, a United States holder (or a United States alien holder that holds the debt securities in connection with a U.S. trade or business) that recognizes a loss with respect to the debt securities that is characterized as an ordinary loss due to changes in currency exchange rates (under any of the rules discussed above) would be required to report the loss on Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in the regulations. For individuals and trusts, this loss threshold is $50,000 in any single taxable year. For other types of taxpayers and other types of losses, the thresholds are higher. We urge you to consult with your tax advisor regarding any tax filing and reporting obligations that may apply in connection with acquiring, owning and disposing of debt securities.

 

Treasury Regulations Requiring Disclosure of Reportable Transactions

 

Recently-promulgated Treasury regulations require
United States taxpayers to report certain transactions that give rise to a loss in excess of certain thresholds (a “Reportable Transaction”). Under these regulations, if the debt securities are denominated in a foreign currency, a United
States holder (or a United States alien holder that holds the debt securities in connection with a U.S. trade or business) that recognizes a loss with respect to the debt securities that is characterized as an ordinary loss due to changes in
currency exchange rates (under any of the rules discussed above) would be required to report the loss on Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in the regulations. For
individuals and trusts, this loss threshold is $50,000 in any single taxable year. For other types of taxpayers and other types of losses, the thresholds are higher. We urge you to consult with your tax advisor regarding any tax filing and reporting
obligations that may apply in connection with acquiring, owning and disposing of debt securities.

 

FACE="Times New Roman" SIZE="2">Backup Withholding and Information Reporting (BP Capital America)

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">This section describes the backup withholding and information reporting requirements relating to holders of debt securities issued by BP Capital America.

 

In general, if you are a noncorporate United States holder, we
and other payors are required to report to the Internal Revenue Service all payments of principal, any premium and interest on your debt security, and the accrual of OID on a discount debt security. In addition, we and other payors are required to
report to the Internal Revenue Service any payment of proceeds of the sale of your debt security before maturity within the United

 


37







Table of Contents



States. Additionally, backup withholding will apply to any payments, including payments of OID, if you fail to provide an accurate taxpayer identification
number, or you are notified by the Internal Revenue Service that you have failed to report all interest and dividends required to be shown on your federal income tax returns.

SIZE="1"> 

In general, if you are a United States alien holder, payments of principal, premium or interest, including OID, made by us
and other payors to you will not be subject to backup withholding and information reporting, provided that the certification requirements described above on pages 35-36 under “—United States Alien Holders (BP Capital America)” are
satisfied or you otherwise establish an exemption. However, we and other payors are required to report payments of interest on your debt securities on Internal Revenue Service Form 1042-S even if the payments are not otherwise subject to information
reporting requirements. In addition, payment of the proceeds from the sale of debt securities effected at a United States office of a broker will not be subject to backup withholding and information reporting provided that:

STYLE="margin-top:0px;margin-bottom:-6px"> 







  

the broker does not have actual knowledge or reason to know that you are a United States person and you have furnished to the broker:


 







  

an appropriate Internal Revenue Service Form W-8 or an acceptable substitute form upon which you certify, under penalties of perjury, that you are not a United
States person, or

 







  

other documentation upon which it may rely to treat the payment as made to a non-United States person in accordance with U.S. Treasury regulations, or

 







  

you otherwise establish an exemption.

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">If you fail to establish an exemption and the broker does not possess adequate documentation of your status as a non-United States person, the payments
may be subject to information reporting and backup withholding. However, backup withholding will not apply with respect to payments made to an offshore account maintained by you unless the broker has actual knowledge that you are a United States
person.

 

In general, payment of the proceeds from the sale of
debt securities effected at a foreign office of a broker will not be subject to information reporting or backup withholding. However, a sale effected at a foreign office of a broker will be subject to information reporting and backup withholding if:

 







  

the proceeds are transferred to an account maintained by you in the United States,

SIZE="1"> 







  

the payment of proceeds or the confirmation of the sale is mailed to you at a United States address, or

STYLE="margin-top:0px;margin-bottom:-6px"> 







  

the sale has some other specified connection with the United States as provided in U.S. Treasury regulations,

STYLE="margin-top:0px;margin-bottom:0px"> 

unless the broker does not have actual knowledge or reason to know that you are a United
States person and the documentation requirements described above (relating to a sale of debt securities effected at a United States office of a broker) are met or you otherwise establish an exemption.

STYLE="margin-top:0px;margin-bottom:0px"> 

In addition, payment of the proceeds from the sale of debt securities
effected at a foreign office of a broker will be subject to information reporting if the broker is:

 







  

a United States person,

 







  

a controlled foreign corporation for United States tax purposes,

 







  

a foreign person 50% or more of whose gross income is effectively connected with the conduct of a United States trade or business for a specified three-year period,
or

 







  

a foreign partnership, if at any time during its tax year:

SIZE="1"> 







  

one or more of its partners are “U.S. persons”, as defined in U.S. Treasury regulations, who in the aggregate hold more than 50% of the income or capital
interest in the partnership, or

 


38







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such foreign partnership is engaged in the conduct of a United States trade or business,

STYLE="margin-top:0px;margin-bottom:0px"> 

unless the broker does not have actual knowledge or reason to know that you are a United
States person and the documentation requirements described above (relating to a sale of debt securities effected at a United States office of a broker) are met or you otherwise establish an exemption. Backup withholding will apply if the sale is
subject to information reporting and the broker has actual knowledge that you are a United States person.

 

FACE="Times New Roman" SIZE="2">Backup Withholding and Information Reporting (BP Capital U.K. and BP Canada)

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">This section describes the backup withholding and information reporting requirements regarding holders of debt securities issued by BP Capital U.K. or BP
Canada.

 

These excerpts taken from the BP 424B5 filed Nov 5, 2008.

Treasury Regulations Requiring Disclosure of Reportable Transactions

 

Recently-promulgated Treasury regulations require United States taxpayers to report certain transactions that give rise to a loss in excess of certain thresholds (a “Reportable Transaction”). Under these regulations, if the debt securities are denominated in a foreign currency, a United States holder (or a United States alien holder that holds the debt securities in connection with a U.S. trade or business) that recognizes a loss with respect to the debt securities that is characterized as an ordinary loss due to changes in currency exchange rates (under any of the rules discussed above) would be required to report the loss on Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in the regulations. For individuals and trusts, this loss threshold is $50,000 in any single taxable year. For other types of taxpayers and other types of losses, the thresholds are higher. We urge you to consult with your tax advisor regarding any tax filing and reporting obligations that may apply in connection with acquiring, owning and disposing of debt securities.

 

Treasury Regulations Requiring Disclosure of Reportable Transactions

 

Recently-promulgated Treasury regulations require
United States taxpayers to report certain transactions that give rise to a loss in excess of certain thresholds (a “Reportable Transaction”). Under these regulations, if the debt securities are denominated in a foreign currency, a United
States holder (or a United States alien holder that holds the debt securities in connection with a U.S. trade or business) that recognizes a loss with respect to the debt securities that is characterized as an ordinary loss due to changes in
currency exchange rates (under any of the rules discussed above) would be required to report the loss on Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in the regulations. For
individuals and trusts, this loss threshold is $50,000 in any single taxable year. For other types of taxpayers and other types of losses, the thresholds are higher. We urge you to consult with your tax advisor regarding any tax filing and reporting
obligations that may apply in connection with acquiring, owning and disposing of debt securities.

 

FACE="Times New Roman" SIZE="2">Backup Withholding and Information Reporting (BP Capital America)

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">This section describes the backup withholding and information reporting requirements relating to holders of debt securities issued by BP Capital America.

 

In general, if you are a noncorporate United States holder, we
and other payors are required to report to the Internal Revenue Service all payments of principal, any premium and interest on your debt security, and the accrual of OID on a discount debt security. In addition, we and other payors are required to
report to the Internal Revenue Service any payment of proceeds of the sale of your debt security before maturity within the United

 


37







Table of Contents



States. Additionally, backup withholding will apply to any payments, including payments of OID, if you fail to provide an accurate taxpayer identification
number, or you are notified by the Internal Revenue Service that you have failed to report all interest and dividends required to be shown on your federal income tax returns.

SIZE="1"> 

In general, if you are a United States alien holder, payments of principal, premium or interest, including OID, made by us
and other payors to you will not be subject to backup withholding and information reporting, provided that the certification requirements described above on pages 35-36 under “—United States Alien Holders (BP Capital America)” are
satisfied or you otherwise establish an exemption. However, we and other payors are required to report payments of interest on your debt securities on Internal Revenue Service Form 1042-S even if the payments are not otherwise subject to information
reporting requirements. In addition, payment of the proceeds from the sale of debt securities effected at a United States office of a broker will not be subject to backup withholding and information reporting provided that:

STYLE="margin-top:0px;margin-bottom:-6px"> 







  

the broker does not have actual knowledge or reason to know that you are a United States person and you have furnished to the broker:


 







  

an appropriate Internal Revenue Service Form W-8 or an acceptable substitute form upon which you certify, under penalties of perjury, that you are not a United
States person, or

 







  

other documentation upon which it may rely to treat the payment as made to a non-United States person in accordance with U.S. Treasury regulations, or

 







  

you otherwise establish an exemption.

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">If you fail to establish an exemption and the broker does not possess adequate documentation of your status as a non-United States person, the payments
may be subject to information reporting and backup withholding. However, backup withholding will not apply with respect to payments made to an offshore account maintained by you unless the broker has actual knowledge that you are a United States
person.

 

In general, payment of the proceeds from the sale of
debt securities effected at a foreign office of a broker will not be subject to information reporting or backup withholding. However, a sale effected at a foreign office of a broker will be subject to information reporting and backup withholding if:

 







  

the proceeds are transferred to an account maintained by you in the United States,

SIZE="1"> 







  

the payment of proceeds or the confirmation of the sale is mailed to you at a United States address, or

STYLE="margin-top:0px;margin-bottom:-6px"> 







  

the sale has some other specified connection with the United States as provided in U.S. Treasury regulations,

STYLE="margin-top:0px;margin-bottom:0px"> 

unless the broker does not have actual knowledge or reason to know that you are a United
States person and the documentation requirements described above (relating to a sale of debt securities effected at a United States office of a broker) are met or you otherwise establish an exemption.

STYLE="margin-top:0px;margin-bottom:0px"> 

In addition, payment of the proceeds from the sale of debt securities
effected at a foreign office of a broker will be subject to information reporting if the broker is:

 







  

a United States person,

 







  

a controlled foreign corporation for United States tax purposes,

 







  

a foreign person 50% or more of whose gross income is effectively connected with the conduct of a United States trade or business for a specified three-year period,
or

 







  

a foreign partnership, if at any time during its tax year:

SIZE="1"> 







  

one or more of its partners are “U.S. persons”, as defined in U.S. Treasury regulations, who in the aggregate hold more than 50% of the income or capital
interest in the partnership, or

 


38







Table of Contents








  

such foreign partnership is engaged in the conduct of a United States trade or business,

STYLE="margin-top:0px;margin-bottom:0px"> 

unless the broker does not have actual knowledge or reason to know that you are a United
States person and the documentation requirements described above (relating to a sale of debt securities effected at a United States office of a broker) are met or you otherwise establish an exemption. Backup withholding will apply if the sale is
subject to information reporting and the broker has actual knowledge that you are a United States person.

 

FACE="Times New Roman" SIZE="2">Backup Withholding and Information Reporting (BP Capital U.K. and BP Canada)

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">This section describes the backup withholding and information reporting requirements regarding holders of debt securities issued by BP Capital U.K. or BP
Canada.

 

These excerpts taken from the BP 424B5 filed Mar 13, 2008.

Treasury Regulations Requiring Disclosure of Reportable Transactions

 

Recently-promulgated Treasury regulations require United States taxpayers to report certain transactions that give rise to a loss in excess of certain thresholds (a “Reportable Transaction”). Under these regulations, if the debt securities are denominated in a foreign currency, a United States holder (or a United States alien holder that holds the debt securities in connection with a U.S. trade or business) that recognizes a loss with respect to the debt securities that is characterized as an ordinary loss due to changes in currency exchange rates (under any of the rules discussed above) would be required to report the loss on Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in the regulations. For individuals and trusts, this loss threshold is $50,000 in any single taxable year. For other types of taxpayers and other types of losses, the thresholds are higher. We urge you to consult with your tax advisor regarding any tax filing and reporting obligations that may apply in connection with acquiring, owning and disposing of debt securities.

 

Treasury Regulations Requiring Disclosure of Reportable Transactions

 

Recently-promulgated Treasury regulations require
United States taxpayers to report certain transactions that give rise to a loss in excess of certain thresholds (a “Reportable Transaction”). Under these regulations, if the debt securities are denominated in a foreign currency, a United
States holder (or a United States alien holder that holds the debt securities in connection with a U.S. trade or business) that recognizes a loss with respect to the debt securities that is characterized as an ordinary loss due to changes in
currency exchange rates (under any of the rules discussed above) would be required to report the loss on Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in the regulations. For
individuals and trusts, this loss threshold is $50,000 in any single taxable year. For other types of taxpayers and other types of losses, the thresholds are higher. We urge you to consult with your tax advisor regarding any tax filing and reporting
obligations that may apply in connection with acquiring, owning and disposing of debt securities.

 

FACE="Times New Roman" SIZE="2">Backup Withholding and Information Reporting (BP Capital America)

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">This section describes the backup withholding and information reporting requirements relating to holders of debt securities issued by BP Capital America.

 

In general, if you are a noncorporate United States holder, we
and other payors are required to report to the Internal Revenue Service all payments of principal, any premium and interest on your debt security, and the accrual of OID on a discount debt security. In addition, we and other payors are required to
report to the Internal Revenue Service any payment of proceeds of the sale of your debt security before maturity within the United

 


37







Table of Contents



States. Additionally, backup withholding will apply to any payments, including payments of OID, if you fail to provide an accurate taxpayer identification
number, or you are notified by the Internal Revenue Service that you have failed to report all interest and dividends required to be shown on your federal income tax returns.

SIZE="1"> 

In general, if you are a United States alien holder, payments of principal, premium or interest, including OID, made by us
and other payors to you will not be subject to backup withholding and information reporting, provided that the certification requirements described above on pages 35-36 under “—United States Alien Holders (BP Capital America)” are
satisfied or you otherwise establish an exemption. However, we and other payors are required to report payments of interest on your debt securities on Internal Revenue Service Form 1042-S even if the payments are not otherwise subject to information
reporting requirements. In addition, payment of the proceeds from the sale of debt securities effected at a United States office of a broker will not be subject to backup withholding and information reporting provided that:

STYLE="margin-top:0px;margin-bottom:-6px"> 







  

the broker does not have actual knowledge or reason to know that you are a United States person and you have furnished to the broker:


 







  

an appropriate Internal Revenue Service Form W-8 or an acceptable substitute form upon which you certify, under penalties of perjury, that you are not a United
States person, or

 







  

other documentation upon which it may rely to treat the payment as made to a non-United States person in accordance with U.S. Treasury regulations, or

 







  

you otherwise establish an exemption.

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">If you fail to establish an exemption and the broker does not possess adequate documentation of your status as a non-United States person, the payments
may be subject to information reporting and backup withholding. However, backup withholding will not apply with respect to payments made to an offshore account maintained by you unless the broker has actual knowledge that you are a United States
person.

 

In general, payment of the proceeds from the sale of
debt securities effected at a foreign office of a broker will not be subject to information reporting or backup withholding. However, a sale effected at a foreign office of a broker will be subject to information reporting and backup withholding if:

 







  

the proceeds are transferred to an account maintained by you in the United States,

SIZE="1"> 







  

the payment of proceeds or the confirmation of the sale is mailed to you at a United States address, or

STYLE="margin-top:0px;margin-bottom:-6px"> 







  

the sale has some other specified connection with the United States as provided in U.S. Treasury regulations,

STYLE="margin-top:0px;margin-bottom:0px"> 

unless the broker does not have actual knowledge or reason to know that you are a United
States person and the documentation requirements described above (relating to a sale of debt securities effected at a United States office of a broker) are met or you otherwise establish an exemption.

STYLE="margin-top:0px;margin-bottom:0px"> 

In addition, payment of the proceeds from the sale of debt securities
effected at a foreign office of a broker will be subject to information reporting if the broker is:

 







  

a United States person,

 







  

a controlled foreign corporation for United States tax purposes,

 







  

a foreign person 50% or more of whose gross income is effectively connected with the conduct of a United States trade or business for a specified three-year period,
or

 







  

a foreign partnership, if at any time during its tax year:

SIZE="1"> 







  

one or more of its partners are “U.S. persons”, as defined in U.S. Treasury regulations, who in the aggregate hold more than 50% of the income or capital
interest in the partnership, or

 


38







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such foreign partnership is engaged in the conduct of a United States trade or business,

STYLE="margin-top:0px;margin-bottom:0px"> 

unless the broker does not have actual knowledge or reason to know that you are a United
States person and the documentation requirements described above (relating to a sale of debt securities effected at a United States office of a broker) are met or you otherwise establish an exemption. Backup withholding will apply if the sale is
subject to information reporting and the broker has actual knowledge that you are a United States person.

 

FACE="Times New Roman" SIZE="2">Backup Withholding and Information Reporting (BP Capital U.K. and BP Canada)

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">This section describes the backup withholding and information reporting requirements regarding holders of debt securities issued by BP Capital U.K. or BP
Canada.

 

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