Bond BP Capital Markets Ltd 2.112% ( US10373QAU40 ) in USD

BP Capital Markets Ltd

100 % ▼

United Kingdom

US10373QAU40 ( in USD )

2.112% per year ( payment 2 times a year)

15/09/2021 - Bond has expired

Prospectus brochure of the bond BP Capital Markets PLC US10373QAU40 in USD 2.112%, expired

1 000 USD

603 408 000 USD

10373QAU4

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

BP Capital Markets PLC is a subsidiary of BP plc providing a range of financial services, including trading, financing, and risk management solutions to corporate clients and institutional investors globally, primarily supporting BP's own activities but also serving external clients.

BP Capital Markets PLC's USD 603,408,000 2.112% bond (CUSIP: 10373QAU4, ISIN: US10373QAU40), issued in the United Kingdom, matured on September 15, 2021, at 100% of face value, with a minimum trading size of 1000, a semi-annual coupon payment frequency, and ratings of A- from S&P and A1 from Moody's.

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Statement Nos.: 333-228369
and 333-228369-01
PROSPECTUS

BP Capital Markets America Inc.
Offers to Exchange Any and All of
the Outstanding Notes of each Series Specified Below
up to the Maximum Amount (as defined below)
Early Participation Deadline: 5:00 p.m., New York City Time, November 28, 2018, unless extended
Expiration Time: 11:59 p.m., New York City Time, December 12, 2018, unless extended

Subject to the conditions described in this Prospectus, including the applicable Minimum Size Condition and the Maximum Amount Condition (as defined
below), we are offering to exchange any validly tendered (and not validly withdrawn) and accepted notes, subject to the priorities set forth herein, of the
following series of notes issued by BP Capital Markets p.l.c. ("BP Capital U.K.") (the "Old Notes"), for notes on substantially identical terms to be issued
by BP Capital Markets America Inc. ("BP Capital America") and fully and unconditionally guaranteed by BP p.l.c. ("BP") (the "New Notes"), as
described in, and for the consideration summarized in, the table below (the "Exchange Offers" and each, an "Exchange Offer"). As described below, no
series of Old Notes will be subject to proration pursuant to the Exchange Offers.

Title of Series of
Title of Series of
Notes Issued by BP
Notes to be Issued
Aggregate
Capital U.K. to be
by BP Capital
Minimum
Principal
Exchanged
Acceptance
America
New Notes
Early
Total
Amount
(collectively, the
CUSIP/ISIN
Priority
(collectively, the
Size (2)
Exchange
Participation
Consideration
($MM)

"Old Notes")

No.

Level

"New Notes") (1)

($MM) Consideration (3) Premium (3)
(3)(4)

New
New Notes
Notes
(principal
New Notes
(principal
amount)
(principal
amount)

(1)
Cash amount) (1)
(1)
Cash
$
850 3.588% Guaranteed
05565QDM7/US
1
3.588% Guaranteed
Notes due 2027

05565QDM78

Notes due 2027
$
400 $
970 $ 1 $
30 $ 1,000 $ 1
$
1,000 3.017% Guaranteed
05565QDF2/US
2
3.017% Guaranteed
Notes due 2027

05565QDF28

Notes due 2027
$
500 $
970 $ 1 $
30 $ 1,000 $ 1
$
1,250 3.119% Guaranteed
05565QDB1/US
3
3.119% Guaranteed
Notes due 2026

05565QDB14

Notes due 2026
$
500 $
970 $ 1 $
30 $ 1,000 $ 1
$
1,000 3.224% Guaranteed
05565QDL9/US
4
3.224% Guaranteed
Notes due 2024

05565QDL95

Notes due 2024
$
500 $
970 $ 1 $
30 $ 1,000 $ 1
$
1,200 3.216% Guaranteed
05565QDG0/US
5
3.216% Guaranteed
Notes due 2023

05565QDG01

Notes due 2023
$
500 $
970 $ 1 $
30 $ 1,000 $ 1
$
1,500 2.750% Guaranteed
05565QCD8/US
6
2.750% Guaranteed
Notes due 2023

05565QCD88

Notes due 2023
$
750 $
970 $ 1 $
30 $ 1,000 $ 1
$
700 2.520% Guaranteed
05565QDP0/US
7
2.520% Guaranteed
Notes due 2022

05565QDP00

Notes due 2022
$
350 $
970 $ 1 $
30 $ 1,000 $ 1
$
1,750 3.245% Guaranteed
05565QBZ0/US
8
3.245% Guaranteed
Notes due 2022

05565QBZ00

Notes due 2022
$
750 $
970 $ 1 $
30 $ 1,000 $ 1
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$
750 2.112% Guaranteed
05565QDD7/US
9
2.112% Guaranteed
Notes due 2021

05565QDD79

Notes due 2021
$
350 $
970 $ 1 $
30 $ 1,000 $ 1
$
1,400 4.742% Guaranteed
05565QBR8/US
10
4.742% Guaranteed
Notes due 2021 (5)

05565QBR83

Notes due 2021
$
500 $
970 $ 1 $
30 $ 1,000 $ 1
$
1,500 4.50% Guaranteed
05565QBP2/US
11
4.50% Guaranteed
Notes due 2020 (5)

05565QBP28

Notes due 2020
$
750 $
970 $ 1 $
30 $ 1,000 $ 1
Table of Contents
Title of Series of
Title of Series of
Notes Issued by BP
Notes to be Issued
Aggregate
Capital U.K. to be
by BP Capital
Minimum
Principal
Exchanged
Acceptance
America
New Notes
Early
Total
Amount
(collectively, the
CUSIP/ISIN
Priority
(collectively, the
Size (2)
Exchange
Participation
Consideration
($MM)

"Old Notes")

No.

Level

"New Notes") (1)

($MM) Consideration (3) Premium (3)
(3)(4)

New
New Notes
Notes
(principal
New Notes
(principal
amount)
(principal
amount)

(1)
Cash amount) (1)
(1)
Cash
$
1,250 2.521% Guaranteed
05565QCT3/US
12
2.521% Guaranteed
Notes due 2020 (5)

05565QCT31

Notes due 2020
$
500 $
970 $ 1 $
30 $ 1,000 $ 1
$
1,500 3.279% Guaranteed
05565QDN5/US
13
3.279% Guaranteed
Notes due 2027 (5)

05565QDN51

Notes due 2027
$
750 $
970 $ 1 $
30 $ 1,000 $ 1
$
750 3.535% Guaranteed
05565QCS5/US
14
3.535% Guaranteed
Notes due 2024 (5)

05565QCS57

Notes due 2024
$
350 $
970 $ 1 $
30 $ 1,000 $ 1
$
750 3.994% Guaranteed
05565QCJ5/US
15
3.994% Guaranteed
Notes due 2023 (5)

05565QCJ58

Notes due 2023
$
350 $
970 $ 1 $
30 $ 1,000 $ 1
$
1,000 2.500% Guaranteed
05565QCB2/US
16
2.500% Guaranteed
Notes due 2022 (5)

05565QCB23

Notes due 2022
$
500 $
970 $ 1 $
30 $ 1,000 $ 1
$
1,000 3.561% Guaranteed
05565QBU1/US
17
3.561% Guaranteed
Notes due 2021 (5)

05565QBU13

Notes due 2021
$
500 $
970 $ 1 $
30 $ 1,000 $ 1
$
1,250 3.814% Guaranteed
05565QCP1/US
18
3.814% Guaranteed
Notes due 2024 (5)

05565QCP19

Notes due 2024
$
500 $
970 $ 1 $
30 $ 1,000 $ 1
$
1,000 3.062% Guaranteed
05565QCZ9/US
19
3.062% Guaranteed
Notes due 2022 (5)

05565QCZ90

Notes due 2022
$
500 $
970 $ 1 $
30 $ 1,000 $ 1
$
300 Floating Rate
05565QDQ8/US
20
Floating Rate
Guaranteed Notes due
05565QDQ82
Guaranteed Notes due
2022 (5)

2022

-- $
970 $ 1 $
30 $ 1,000 $ 1
$
250 Floating Rate
05565QDE5/US
21
Floating Rate
Guaranteed Notes due
05565QDE52
Guaranteed Notes due
2021 (5)

2021

-- $
970 $ 1 $
30 $ 1,000 $ 1
$
800 3.723% Guaranteed
05565QDH8/US
22
3.723% Guaranteed
Notes due 2028 (5)

05565QDH83

Notes due 2028
$
400 $
970 $ 1 $
30 $ 1,000 $ 1
$
1,000 3.506% Guaranteed
05565QDA3/US
23
3.506% Guaranteed
Notes due 2025 (5)

05565QDA31

Notes due 2025
$
500 $
970 $ 1 $
30 $ 1,000 $ 1

(1)
The term "New Notes" in this column refers, in each case, to the series of New Notes corresponding to the series of Old Notes of like tenor and
coupon.
(2)
No Old Fixed Rate Notes (as defined below) of a given series will be accepted for exchange unless the aggregate principal amount of New Notes to
be issued on the Settlement Date in exchange for such series of Old Fixed Rate Notes is greater than or equal to the applicable Minimum New Notes
Size.
(3)
Consideration per $1,000 principal amount of Old Notes validly tendered and accepted for exchange.
(4)
Includes the Early Participation Premium for Old Notes validly tendered prior to the Early Participation Deadline described below and not validly
withdrawn.
(5)
It is possible that the Maximum Amount Condition will not be satisfied with respect to this series of Old Notes. No Old Notes of a given series will
be accepted for exchange if the Maximum Amount Condition is not satisfied.
The Exchange Offers are subject to Acceptance Priority Levels and the conditions described herein, including the applicable Minimum Size
Condition and the Maximum Amount Condition, as described further below. Subject to applicable law, we reserve the right, but are under no
obligation, to increase or decrease the Maximum Amount at any time, which, in the event of an increase, could result in the exchange of a greater aggregate
principal amount of Old Notes. See "The Exchange Offers--Extensions; Amendments; Waiver; Termination."
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The aggregate principal amount of each series of Old Notes that is exchanged in the Exchange Offers will be determined in accordance with the acceptance
priority levels detailed in the table above (the "Acceptance Priority Levels"), with Acceptance Priority Level 1 being the highest and Acceptance Priority
Level 23 being the lowest. No Old Fixed Rate Notes (being the Old Notes with Acceptance Priority Levels 1 through 19, 22 and 23, collectively the "Old
Fixed Rate Notes") of a given series will be accepted for exchange unless the aggregate principal amount of New Notes to be issued on the Settlement
Date in exchange for such series of Old Fixed Rate Notes is greater than or equal to the applicable minimum new notes size detailed in the table above (the
"Minimum New Notes Size" and, such condition, the "Minimum Size Condition"). Additionally, no Old Notes of a given series will be accepted for
exchange unless $10,600,000,000 (the "Maximum Amount") is greater than or equal to the sum of (i) the aggregate principal amount of such series of Old
Notes validly tendered and not validly withdrawn and (ii) the aggregate principal amount of all series of Old Notes having a higher Acceptance Priority
Level which have been accepted for exchange (the "Maximum Amount Condition"). If either of the Minimum Size Condition or the Maximum Amount
Condition is not satisfied with respect to a given series of Old Notes, then (i) no Old Notes of that series will be accepted for exchange (whether or not
validly tendered) and (ii) the series of Old Notes (if any) with the next lowest Acceptance Priority Level that satisfies both the Minimum Size Condition
and the Maximum Amount Condition will be accepted for exchange, until there is no series of Old Notes with a lower Acceptance Priority Level to
consider for exchange. Satisfaction of the
Table of Contents
Maximum Amount Condition will be tested at the Expiration Time for each series in order of Acceptance Priority Level. If any series of Old Notes is
accepted for exchange, all Old Notes of that series that are validly tendered and not validly withdrawn will be accepted for exchange. Accordingly, no
series of Old Notes will be subject to proration pursuant to the Exchange Offers.
It is possible that any series of Old Notes with Acceptance Priority Level 10 or lower will fail to meet the Maximum Amount Condition and therefore will
not be accepted for exchange even if one or more series with a lower Acceptance Priority Level is accepted for exchange.
In exchange for each $1,000 principal amount of Old Notes that is validly tendered prior to 5:00 p.m., New York City time, on November 28, 2018
(the "Early Participation Deadline") and not validly withdrawn (subject to the Acceptance Priority Levels and the conditions described herein,
including the applicable Minimum Size Condition and the Maximum Amount Condition), holders will receive the total consideration set out in
the table above (the "Total Consideration"), which consists of $1,000 principal amount of New Notes and a cash amount of $1 (such cash amount,
the "Cash Component").
The Total Consideration includes an early participation premium set out in the table above (the "Early Participation Premium"), which consists
of $30 principal amount of New Notes.
In exchange for $1,000 principal amount of Old Notes that is validly tendered after the Early Participation Deadline but prior to the Expiration
Time (as defined below) and not validly withdrawn (subject to the Acceptance Priority Levels and the conditions described herein, including the
applicable Minimum Size Condition and the Maximum Amount Condition), holders will receive only the exchange consideration set out in the
table above (the "Exchange Consideration"), which is equal to the Total Consideration less the Early Participation Premium and so consists of
$970 principal amount of New Notes and a cash amount of $1.
Other than the identity of the Issuer, the terms of each series of the New Notes are identical in all material respects to the corresponding series of Old Notes,
with minor exceptions as discussed in "Description of Differences Between the New Notes and the Old Notes." The Old Notes are, and each series of the
New Notes will be, fully and unconditionally guaranteed by BP. Each series of the New Notes will have the same financial terms and covenants as the
corresponding series of Old Notes, and are subject to the same business and financial risks. The Old Notes were issued pursuant to supplemental indentures
to an indenture, dated March 8, 2002, amongst BP Capital U.K., BP and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan
Chase Bank, N.A.), as trustee (the "Trustee") (such indenture, as supplemented, the "Old Indenture"). The New Notes will be issued pursuant to a
supplemental indenture to an indenture dated June 4, 2003, among BP Capital America, BP and the Trustee (such indenture, as will be supplemented, the
"New Indenture" and together with the Old Indenture, the "Indentures").
Subject to the rounding described below, no accrued but unpaid interest will be paid on the Old Notes in connection with the Exchange Offers. However,
interest on the applicable New Note will accrue from and including the most recent interest payment date of the tendered Old Note. The principal amount
of each New Note will be rounded down, if necessary, to the nearest whole multiple of $1,000, and we will pay cash equal to the remaining portion (plus
accrued interest thereon), if any, of the exchange price of such Old Note. The Exchange Offers will expire at 11:59 p.m., New York City time, on
December 12, 2018, unless extended (the "Expiration Time"). You may withdraw tendered Old Notes at any time prior to the Expiration Time. As of the
date of this prospectus, there was $23,750,000,000 aggregate principal amount of outstanding Old Notes.
The consummation of each Exchange Offer is subject to, and conditional upon, the satisfaction or waiver, where permitted, of the conditions
discussed under "The Exchange Offers--Terms of the Exchange Offers" and "The Exchange Offers--Conditions to the Exchange Offers,"
including, among other things, the Minimum Size Condition and the Maximum Amount Condition. Subject to applicable law and as described
under "The Exchange Offers--Extensions; Amendments; Waiver; Termination," we may, at our option and sole discretion, waive any such
conditions with respect to any of the Exchange Offers, except the condition that the registration statement of which this prospectus forms a part
has been declared effective by the U.S. Securities and Exchange Commission. All conditions to the Exchange Offers must be satisfied or, where
permitted, waived, at or by the Expiration Time.
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We plan to issue the New Notes promptly on or about the second business day following the Expiration Time (the "Settlement Date"). The Old Notes are
currently, and we intend will remain, listed on the New York Stock Exchange ("NYSE"), and we intend to list the New Notes on the NYSE. We expect
trading in the New Notes on the NYSE to begin within 30 days of the Settlement Date.
This investment involves risks. Prior to participating in any of the Exchange Offers, please see the section entitled
"Risk Factors" beginning on page 11 of this prospectus for a discussion of the risks that you should consider.
Additionally, see the sections entitled "Risk Factors" in our 2017 Annual Report on Form 20-F for the fiscal year ended
December 31, 2017 and "Principal risks and uncertainties" in our Report on Form 6-K filed with the SEC on July 31,
2018, which are incorporated by reference herein, to read about factors you should consider before investing in the New
Notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Table of Contents
None of BP, BP Capital America, BP Capital U.K., the Exchange Agent, the Information Agent, the Trustee or the Dealer Managers makes any
recommendation as to whether holders of Old Notes should exchange their notes in the Exchange Offers.
The Dealer Managers for the Exchange Offers are:

Barclays

BofA Merrill Lynch
Goldman Sachs & Co. LLC

The date of this prospectus is December 10, 2018.
Table of Contents
TABLE OF CONTENTS

Page
About This Prospectus

ii
Cautionary Statement Regarding Forward-Looking Statements

ii
Where You Can Find More Information

iii
Important Dates

iv
Summary

1
Risk Factors

11
Use of Proceeds

16
The Exchange Offers

17
Description of the Differences Between the New Notes and the Old Notes

29
Description of the New Notes and Guarantees

30
Material U.S. Federal Income Tax Considerations

43
Material U.K. Tax Considerations

49
Notices to Certain Non-U.S. Holders

53
Validity of Notes

56
Experts

56

i
Table of Contents
ABOUT THIS PROSPECTUS
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In this prospectus, the terms "we," "us," and "our" refer to BP p.l.c., BP Capital Markets America Inc. and BP Capital Markets p.l.c., "BP" or
"Guarantor" refers to BP p.l.c.; "BP Group" refers to BP and its subsidiaries; "BP Capital America" or "Issuer" refers to BP Capital Markets America
Inc.; "BP Capital U.K." refers to BP Capital Markets p.l.c.
No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this
prospectus. We and the Dealer Managers take no responsibility for, and can provide no assurance as to the reliability of, any other information that others
may give you. This prospectus is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where it is unlawful. The
delivery of this prospectus will not, under any circumstances, create any implication that there has been no change in our affairs since the date of this
prospectus or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. Our business,
financial condition, results of operations and prospects may have changed since those dates.
This prospectus is part of a registration statement that we have filed with the U.S. Securities and Exchange Commission (the "SEC" or the
"Commission"). Prior to making any decision with respect to the Exchange Offers, you should read this prospectus and any prospectus supplement,
together with the documents incorporated by reference herein, the registration statement, the exhibits thereto and the additional information described under
the heading "Where You Can Find More Information."
References in this prospectus to "$," "US$," "USD" and "U.S. dollars" are to the lawful currency of the United States of America.
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") and the general
doctrine of cautionary statements, BP is providing the following cautionary statement. This prospectus, including documents incorporated by reference, and
the related prospectus supplement may contain certain forecasts, projections and forward-looking statements - that is, statements related to future, not past,
events and circumstances - with respect to the financial condition, results of operations and businesses of BP and certain of the plans and objectives of BP
with respect to these items. These statements may generally, but not always, be identified by the use of words such as "will", "expects", "is expected to",
"aims", "should", "may", "objective", "is likely to", "intends", "believes", "anticipates", "plans" "we see" or similar expressions. By their nature, forward-
looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will or may occur in the future and are
outside the control of BP. Actual results may differ materially from those expressed in such statements, depending on a variety of factors, including: the
specific factors identified in the discussions accompanying such forward-looking statements; the receipt of relevant third party and/or regulatory approvals;
the timing and level of maintenance and/or turnaround activity; the timing and volume of refinery additions and outages; the timing of bringing new fields
onstream; the timing, quantum and nature of certain divestments; future levels of industry product supply, demand and pricing, including supply growth in
North America; OPEC quota restrictions; production-sharing agreements effects; operational and safety problems; potential lapses in product quality;
economic and financial market conditions generally or in various countries and regions; political stability and economic growth in relevant areas of the
world; changes in laws and governmental regulations and policies, including related to climate change; changes in social attitudes and customer
preferences; regulatory or legal actions including the types of enforcement action pursued and the nature of remedies sought or imposed; the actions of
prosecutors, regulatory authorities and courts; delays in the processes for resolving claims; amounts ultimately payable and the timing of payments relating
to the Gulf of Mexico oil spill; exchange rate fluctuations; development and use of new technology; recruitment and retention of a skilled workforce; the
success or otherwise of partnering; the actions of competitors, trading partners, contractors, subcontractors, creditors, rating agencies and others; our access
to future credit resources; business disruption and crisis management; the impact on our reputation of ethical misconduct and non-compliance with
regulatory obligations; trading losses; major uninsured losses; decisions by Rosneft's management and board of directors; the actions of contractors; natural
disasters and adverse weather conditions; changes in public expectations and other changes to business conditions; wars and acts of terrorism; cyber attacks
or sabotage; and other factors discussed elsewhere in this prospectus including under "Risk Factors". In addition to factors set forth elsewhere in this
prospectus, those set out above are important factors, although not exhaustive, that may cause actual results and developments to differ materially from

ii
Table of Contents
those expressed or implied by these forward-looking statements. Any forward-looking statements made by or on BP's behalf speak only as of the date they
are made. BP does not undertake to update forward-looking statements to reflect any changes to its expectations or any changes in events, conditions or
circumstances on which any such statement is based. Additional information, including information on factors which may affect BP's business, is contained
in BP's Annual Report on Form 20-F for the fiscal year ended December 31, 2017, including under the heading "Risk Factors", and in the Report on Form
6-K filed with the SEC on July 31, 2018, including under the heading "Principal risks and uncertainties".
WHERE YOU CAN FIND MORE INFORMATION
BP files annual and current reports and other information with the SEC. The SEC maintains an internet site at http://www.sec.gov that contains
reports and other information regarding issuers, including BP, that file electronically with the SEC. BP's SEC filings are also available on BP's website at
http://www.bp.com. Any other information contained on any website referenced in this prospectus is not incorporated by reference in this prospectus.
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BP's American Depositary Shares are listed on the New York Stock Exchange. BP's ordinary shares are admitted to trading on the London Stock
Exchange and are also listed on the Frankfurt Stock Exchange in Germany. You can consult reports and other information about BP that it files pursuant to
the rules of the London Stock Exchange and the New York Stock Exchange at these exchanges.
This prospectus is part of a registration statement and constitutes a prospectus of BP. As allowed by SEC rules, this prospectus does not contain all of
the information you can find in the registration statement or the exhibits to the registration statement. You may inspect and copy the registration statement
at any of the addresses listed above. The SEC allows BP to "incorporate by reference" information into this prospectus. This means BP can disclose
important information to you by referring you to another document separately filed with the SEC. The information incorporated by reference is considered
a part of this prospectus, except for any information superseded by information in this prospectus. In addition, any later information that BP files with the
SEC will automatically update and supersede this information. This prospectus incorporates by reference the documents listed below that BP has previously
filed with the SEC. These documents contain important information, including about BP.
You should rely only on the information contained in this prospectus or that we have referred to you. BP has not authorized anyone to provide you
with any additional information. This prospectus is dated as of the date listed on the cover page. You should not assume that the information contained in
this prospectus is accurate as of any date other than such date.
We incorporate by reference the documents listed below and any future filings we will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this prospectus and until we complete the Exchange Offers (other than, in each case, documents or information deemed
to have been furnished and not filed in accordance with SEC rules):

·
Annual Report on Form 20-F for the year ended December 31, 2017 (File No. 001-06262), filed on March 29, 2018.

·
Report on Form 6-K regarding our announcement regarding board changes, filed on April 27, 2018 (Film No. 18783079).

·
Report on Form 6-K for the three months ended March 31, 2018, filed on May 1, 2018 (Film No. 18793731).

·
Report on Form 6-K for the three months and six months ended June 30, 2018, filed on July 31, 2018 (Film No. 18980195).

·
Report on Form 6-K for the three months and nine months ended September 30, 2018, filed on October 30, 2018 (Film No. 181145751). This

Form 6-K also presents a table of capitalization and indebtedness for BP as of September 30, 2018.

·
Any reports on Form 6-K furnished to the SEC by BP pursuant to the Exchange Act that indicate on their cover page that they are incorporated

by reference in this prospectus after the date of this prospectus and before the date that any offering of the securities by means of this
prospectus is terminated.
To the extent this prospectus, or the documents or information incorporated by reference into this prospectus, contains references to the Internet
website of BP, the information on such website does not constitute a part of, and is not incorporated by reference into, this prospectus.

iii
Table of Contents
Documents incorporated by reference are available from the SEC as described above or from us without charge, or from the Information Agent,
excluding exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this document. The Information Agent
may be contacted at the address set forth on the back cover of this prospectus. You may request a copy of this prospectus and any of the documents
incorporated by reference into this prospectus or other information concerning BP, without charge, upon written or oral request. You should direct your
requests to BP p.l.c., 1 St. James's Square London SW1Y 4PD, United Kingdom (telephone: +44-20-7496-4000).
To receive timely delivery of the documents prior to the Early Participation Deadline, you should make your request no later than
November 20, 2018. To receive timely delivery of the documents prior to the Expiration Time, you should make your request no later than
December 5, 2018.
Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is
deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a part of this prospectus. Any statement concerning the contents of any contract or other
document filed as an exhibit to the registration statement is not necessarily complete. With respect to each contract or other document filed as an exhibit to
the registration statement, you are referred to that exhibit for a more complete description of the matter involved, and each such statement is qualified in its
entirety by such reference.
IMPORTANT DATES
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Please take note of the following important dates and times in connection with the Exchange Offers. These dates assume no extension of the Early
Participation Deadline or the Expiration Time.

Date and Time

Event
Launch Date
November 14, 2018
The commencement of the Exchange Offers.
Early Participation Deadline
5:00 p.m., New York City time, November
The deadline for holders to validly tender their Old Notes in order
28, 2018, unless extended
to receive the Total Consideration.
Expiration Time
11:59 p.m., New York City time, December
The deadline for holders to validly tender their Old Notes in the
12, 2018, unless extended
Exchange Offers.
Settlement Date
Promptly after the Expiration Time,
If, as of the Expiration Time, all conditions, including the applicable
expected to be December 14, 2018, the
Minimum Size Condition and the Maximum Amount Condition,
second business day immediately following
have been or are concurrently satisfied or waived by us in respect of
the Expiration Time
a given series of Old Notes, we will accept for exchange all Old
Notes of such series validly tendered and not validly withdrawn
pursuant to the Exchange Offers prior to the Expiration Time,
subject to the Acceptance Priority Levels. We will deliver New
Notes and will deposit with DTC, upon the direction of the
Exchange Agent, an amount of cash sufficient to pay, with respect
to any Old Notes tendered and accepted, the Cash Component (as

defined herein).

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SUMMARY
This summary provides an overview of selected information. Because this is only a summary, it may not contain all of the information that may
be important to you in understanding the Exchange Offers. You should carefully read this entire prospectus, including the section entitled "Risk
Factors." Additionally, see the sections entitled "Risk Factors" in our 2017 Annual Report on Form 20-F for the fiscal year ended 31 December 2017
and "Principal risks and uncertainties" in our Report on Form 6-K filed with the SEC on July 31, 2018, as well as the information incorporated by
reference in this prospectus. See the section of this prospectus entitled "Where You Can Find More Information."
BP
BP p.l.c. was incorporated in 1909 in England and Wales. BP p.l.c. is a public limited company, incorporated under the Companies
(Consolidation) Act 1908 with registered number 00102498.
You can find a more detailed description of BP's business and recent transactions in BP's Annual Report on Form 20-F for the year ended
December 31, 2017, which is incorporated by reference in this prospectus.
BP's principal executive offices are located on 1 St. James's Square, London SW1Y 4PD, United Kingdom. BP's telephone number is +44-20-7496-
4000.
The Issuer
BP Capital America is a wholly owned indirect subsidiary of BP and was incorporated under the laws of Delaware on February 15, 2002. BP
Capital America is a financing vehicle for the BP Group and issues debt securities on behalf of the BP Group. BP Capital America will lend
substantially all proceeds of its borrowings to the BP Group.

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424B3
THE EXCHANGE OFFERS
The following summary does not contain all the information that may be important to you and is qualified in its entirety by the more detailed
information appearing elsewhere in this prospectus and the documents incorporated by reference. You should read this prospectus and the documents
incorporated by reference in their entirety, particularly the "Risk Factors" section of this prospectus, before making an investment decision. For a
more complete description of the terms of the Exchange Offers, see "The Exchange Offers."

Offeror
BP Capital Markets America Inc.
The Exchange Offers
Upon the terms and subject to the conditions set forth in this prospectus, we are offering to exchange
the series of notes issued by BP Capital Markets p.l.c. ("BP Capital U.K.") (the "Old Notes") set
forth in the table below for the applicable series of new notes to be issued by BP Capital Markets
America Inc. ("BP Capital America") and fully and unconditionally guaranteed by BP p.l.c. ("BP")
(the "New Notes") set forth in the table below, in the manner and amounts described herein (the
"Exchange Offers" and each, an "Exchange Offer"), with the maximum combined aggregate
principal amount of Old Notes that we can accept being a combined aggregate principal amount equal
to $10,600,000,000 (the "Maximum Amount"). As described further herein, if any series of Old
Notes is accepted for exchange, all Old Notes of that series that are validly tendered and not validly
withdrawn will be accepted for exchange. As a result, no series of Old Notes accepted for exchange
will be prorated.

Principal
Amount
Title of Series of Notes Issued by BP
Title of Series of Notes to be
Minimum New
Outstanding
Capital U.K. to be Exchanged
Acceptance
Issued by BP Capital America
Notes Size
($MM)

(collectively, the "Old Notes")

Priority Level
(collectively, the "New Notes")

($MM)

$
850
3.588% Guaranteed Notes due 2027

1

3.588% Guaranteed Notes due 2027

$
400
$
1,000
3.017% Guaranteed Notes due 2027

2

3.017% Guaranteed Notes due 2027

$
500
$
1,250
3.119% Guaranteed Notes due 2026

3

3.119% Guaranteed Notes due 2026

$
500
$
1,000
3.224% Guaranteed Notes due 2024

4

3.224% Guaranteed Notes due 2024

$
500
$
1,200
3.216% Guaranteed Notes due 2023

5

3.216% Guaranteed Notes due 2023

$
500
$
1,500
2.750% Guaranteed Notes due 2023

6

2.750% Guaranteed Notes due 2023

$
750
$
700
2.520% Guaranteed Notes due 2022

7

2.520% Guaranteed Notes due 2022

$
350
$
1,750
3.245% Guaranteed Notes due 2022

8

3.245% Guaranteed Notes due 2022

$
750
$
750
2.112% Guaranteed Notes due 2021

9

2.112% Guaranteed Notes due 2021

$
350
$
1,400
4.742% Guaranteed Notes due 2021

10

4.742% Guaranteed Notes due 2021

$
500
$
1,500
4.50% Guaranteed Notes due 2020

11

4.50% Guaranteed Notes due 2020

$
750
$
1,250
2.521% Guaranteed Notes due 2020

12

2.521% Guaranteed Notes due 2020

$
500
$
1,500
3.279% Guaranteed Notes due 2027

13

3.279% Guaranteed Notes due 2027

$
750
$
750
3.535% Guaranteed Notes due 2024

14

3.535% Guaranteed Notes due 2024

$
350
$
750
3.994% Guaranteed Notes due 2023

15

3.994% Guaranteed Notes due 2023

$
350
$
1,000
2.500% Guaranteed Notes due 2022

16

2.500% Guaranteed Notes due 2022

$
500
$
1,000
3.561% Guaranteed Notes due 2021

17

3.561% Guaranteed Notes due 2021

$
500
$
1,250
3.814% Guaranteed Notes due 2024

18

3.814% Guaranteed Notes due 2024

$
500
$
1,000
3.062% Guaranteed Notes due 2022

19

3.062% Guaranteed Notes due 2022

$
500
$
300
Floating Rate Guaranteed Notes due 2022
20

Floating Rate Guaranteed Notes due 2022

--
$
250
Floating Rate Guaranteed Notes due 2021
21

Floating Rate Guaranteed Notes due 2021

--
$
800
3.723% Guaranteed Notes due 2028

22

3.723% Guaranteed Notes due 2028

$
400
$
1,000
3.506% Guaranteed Notes due 2025

23

3.506% Guaranteed Notes due 2025

$
500

Subject to applicable law, we reserve the right, but are not obligated, to increase or decrease the
Maximum Amount as described below under "The Exchange Offers--Extensions; Amendments;
Waiver; Termination." The Exchange Offers are conditioned upon certain conditions, including,
among other things, the Minimum Size Condition

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and the Maximum Amount Condition (as described below under "The Exchange Offers--Terms of
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424B3
the Exchange Offers" and "The Exchange Offers--Conditions to the Exchange Offers").
We expressly reserve the right, in our sole and absolute discretion, subject to applicable law and as
described under "The Exchange Offers--Extensions; Amendments, Waivers; Termination", to waive
any condition to any of the Exchange Offers, except the condition that the registration statement of
which this prospectus forms a part has been declared effective by the SEC, or to terminate the
Exchange Offer in respect of any series of Old Notes if the conditions described under "The Exchange
Offers--Conditions to the Exchange Offers" are not satisfied or waived by the Expiration Time. All
conditions to the Exchange Offers must be satisfied or, where permitted, waived, at or by the
Expiration Time.
Other than the identity of the Issuer, the terms of each series of the New Notes are identical in all
material respects to the corresponding series of Old Notes, with minor exceptions as discussed in
"Description of Differences Between the New Notes and the Old Notes." The Old Notes are, and each
series of the New Notes will be, fully and unconditionally guaranteed by BP. Each series of the New
Notes will have the same financial terms and covenants as the Old Notes, and are subject to the same
business and financial risks.
See "The Exchange Offers--Terms of the Exchange Offers."
Acceptance Priority Levels, Minimum Size
The aggregate principal amount of each series of Old Notes that is exchanged in the Exchange Offers
Condition and Maximum Amount Conditions
will be determined in accordance with the acceptance priority levels set forth in the table above (the
"Acceptance Priority Levels"), with Acceptance Priority Level 1 being the highest and Acceptance
Priority Level 23 being the lowest, subject to the Minimum Size Condition and the Maximum
Amount Condition (each as defined below).
No Old Fixed Rate Notes (being the Old Notes with Acceptance Priority Levels 1 through 19, 22 and
23, collectively the "Old Fixed Rate Notes") of a given series will be accepted for exchange unless
the aggregate principal amount of New Notes to be issued on the Settlement Date in exchange for
such series of Old Fixed Rate Notes is greater than or equal to the applicable minimum new notes size
detailed in the table above (the "Minimum New Notes Size" and, such condition, the "Minimum
Size Condition"). Additionally, no Old Notes of a given series will be accepted for exchange unless
the Maximum Amount is greater than or equal to the sum of (i) the aggregate principal amount of
such series of Old Notes validly tendered and not validly withdrawn and (ii) the aggregate principal
amount of all series of Old Notes having a higher Acceptance Priority Level which have been
accepted for exchange (the "Maximum Amount Condition").
If either of the Minimum Size Condition or the Maximum Amount Condition is not satisfied with
respect to a given series of Old Notes, then (i) no Old Notes of that series will be accepted for
exchange (whether or not validly tendered) and (ii) the series of Old Notes (if any) with the next
lowest Acceptance Priority Level that satisfies both the Minimum Size Condition and the Maximum
Amount Condition will be accepted for exchange, until there is no series of Old Notes with a lower
Acceptance Priority Level to consider for exchange. Satisfaction of the Maximum Amount Condition
will be tested at the Expiration Time for each series in

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order of Acceptance Priority Level. It is possible that any series of Old Notes with Acceptance
Priority Level 10 or lower will fail to meet the Maximum Amount Condition and therefore will
not be accepted for exchange even if one or more series with a lower Acceptance Priority Level
is accepted for exchange.
As of the date of this prospectus, the aggregate principal amounts of the Old Notes outstanding
are set forth in the table above.
See "The Exchange Offers--Maximum Amount; Acceptance Priority Levels" and "The
Exchange Offers--Extensions; Amendments; Waiver; Termination" for more information on
priority of exchange as well as our ability to increase or decrease the size of the Maximum
Amount or to waive any condition to any of the Exchange Offers, including the applicable
Minimum Size Condition or the Maximum Amount Condition.
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424B3
Procedures for Participation in the Exchange
If you wish to participate in the Exchange Offers, you must cause the book-entry transfer of
Offers
your Old Notes to the Exchange Agent's account at The Depository Trust Company ("DTC")
and electronically transmit your acceptance of the Exchange Offers through DTC's Automated
Tender Offer Program ("ATOP") for transfer before the Expiration Time of the Exchange
Offers. DTC will then verify the acceptance, execute a book-entry delivery to the Exchange
Agent's account at DTC and send an agent's message to the Exchange Agent. There will be no
letter of transmittal for this offer.
See "The Exchange Offers--Procedures for Tendering Old Notes."
No Guaranteed Delivery Procedures
No guaranteed delivery procedures are available in connection with the Exchange Offers. You
must tender your Old Notes by the Expiration Time in order to participate in the Exchange
Offers.
Total Consideration; Early Participation Premium
Subject to the Acceptance Priority Levels, and conditions described herein, including the
Prior to the Early Participation Deadline
applicable Minimum Size Condition and Maximum Amount Condition, in exchange for each
$1,000 principal amount of Old Notes that is validly tendered prior to 5:00 p.m. New York City
time, on November 28, 2018 (the "Early Participation Deadline") and not validly withdrawn
(and subject to the applicable minimum denominations), holders will receive the Total
Consideration, which consists of $1,000 principal amount of New Notes and a cash amount of
$1 (such cash amount, the "Cash Component"). Subject to the Acceptance Priority Levels, and
conditions described herein, including the applicable Minimum Size Condition and Maximum
Amount Condition, in exchange for each $1,000 principal amount of Old Notes, respectively,
that is validly tendered after the Early Participation Deadline but prior to the Expiration Time
and not validly withdrawn (and subject to the applicable minimum denominations), holders will
receive only the Exchange Consideration, which is equal to the Total Consideration less the
Early Participation Premium of $30 principal amount of New Notes and so consists of $970
principal amount of New Notes and the Cash Component.
Expiration Time
Each of the Exchange Offers will expire at 11:59 p.m., New York City time, on December 12,
2018, or a later date and time to which BP extends it with respect to one or more series of Old
Notes.

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Table of Contents
Withdrawal
Tenders of Old Notes may be validly withdrawn at any time prior to the Expiration Time.
Following the Expiration Time, tenders of Old Notes may not be withdrawn. In the event of
termination of an Exchange Offer, the Old Notes tendered pursuant to that Exchange Offer will
be promptly returned to the tendering holders. See "The Exchange Offers--Withdrawal of
Tenders."
Acceptance of Old Notes and Delivery of New
Subject to the satisfaction or, where permitted, waiver of the conditions to the Exchange Offers,
Notes
including the applicable Minimum Size Condition and the Maximum Amount Condition, and to
the Acceptance Priority Levels, the Issuer will accept for exchange those Old Notes that are
validly tendered prior to the Expiration Time and not validly withdrawn (provided that the
tender of Old Notes will only be accepted in the minimum denominations and integral multiples
noted below under "--Denominations"). All Old Notes exchanged will be retired and cancelled.
The New Notes issued pursuant to the Exchange Offers will be issued and delivered, and the
cash amounts payable will be delivered, through the facilities of DTC, Euroclear or Clearstream
Luxembourg promptly on the Settlement Date. We will return to you any Old Notes that are not
accepted for exchange for any reason without expense to you promptly after the Expiration
Time. See "The Exchange Offers--Settlement Date."
U.S. Federal Income Tax Considerations
Holders should consider certain U.S. federal income tax consequences of the Exchange Offers;
please consult your tax advisor about the tax consequences to you of the exchange. See
"Material U.S. Federal Income Tax Considerations."
Consequences of Not Exchanging Old Notes for
If you do not exchange your Old Notes for New Notes in the Exchange Offers, the trading
New Notes
market for any remaining Old Notes may be more limited than it is at present, and the smaller
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Document Outline

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