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Printmgr File OFFERING MEMORANDUM NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES BAE Systems plc (incorporated with limited liability in England and Wales under the Companies Acts 1948 to 1980 with registered number 1470151) US$1,000,000,000 1.900% Notes due 2031 Issue price: 99.232% US$1,000,000,000 3.000% Notes due 2050 Issue price: 98.537% BAE Systems plc, a public limited company registered in England and Wales (the “Issuer”), is offering (the “Offering”) $1,000,000,000 aggregate principal amount of its 1.900% Notes due 2031 (the “2031 Notes”) and $1,000,000,000 aggregate principal amount of its 3.000% Notes due 2050 (the “2050 Notes” and, together with the 2031 Notes, the “Securities”). The Issuer is the parent holding company of the BAE Systems group of companies (which, together with the Issuer, are referred to herein as “BAE Systems”). The 2031 Notes and the 2050 Notes will mature on February 15, 2031 and September 15, 2050, respectively (in each case, the “Stated Maturity Date” of the respective series of Securities), and upon surrender will be repaid in an amount equal to the principal amount thereof together with accrued and unpaid interest thereon. Interest on the Securities will be payable semi-annually in arrears on February 15 and August 15 of each year (in the case of the 2031 Notes), commencing on February 15, 2021 and on March 15 and September 15 of each year (in the case of the 2050 Notes), commencing on March 15, 2021. The Securities will be redeemable at any time at the option of the Issuer at a redemption price calculated as set forth under “Description of Securities—Optional Redemption.” The Securities will be direct, unsecured and unsubordinated obligations of the Issuer and will rank pari passu with all other direct, unsecured and unsubordinated obligations (except those obligations preferred by statute or operation of law) of the Issuer. Application has been made to the Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “FCA”) for the Securities to be admitted to the official list of the FCA (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for the Securities to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market”). References in this Offering Memorandum to the Securities being “listed” (and all related references) shall mean that the Securities have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended. This Offering Memorandum has been approved as a prospectus (the “Prospectus”) by the FCA as competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the Securities that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Securities. This investment involves risk. See “Risk Factors” beginning on page 12. The Securities have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and are being offered and sold within the United States only to “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the Securities Act and non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. For a description of certain restrictions on transfers of the Securities, see “Plan of Distribution” and “Transfer Restrictions.” As of the date of this Offering Memorandum, the Issuer’s long-term credit ratings are Baa2 (“Stable Outlook”) (Moody’s Investors Service Limited (“Moody’s”)), BBB (“Stable Outlook”) (S&P Global Ratings Europe Limited (“S&P”)) and BBB (“Stable Outlook”) (Fitch Ratings Limited (“Fitch”)). A rating is not a recommendation to buy, sell or hold Securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. Each of Moody’s and Fitch is established in the United Kingdom and has been registered under Regulation (EC) No. 1060/2009 (the “CRA Regulation”). S&P is established in the European Union and has been registered under the CRA Regulation. It is expected that delivery of beneficial interests in the Securities will be made through the facilities of The Depository Trust Company (“DTC”) and its participants, including Euroclear Bank, S.A./N.V. (“Euroclear”), and Clearstream Banking, S.A. (“Clearstream”), on or about September 15, 2020, against payment therefor in immediately available funds. This Prospectus will be valid for one year from September 9, 2020. The obligation to supplement the Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply when the Prospectus is no longer valid. For this purpose, “valid” means valid for making offers to the public or admission to trading on a regulated market by or with the consent of the Issuer and the obligation to supplement the Prospectus is only required within its period of validity between the time when the Prospectus is approved and the closing of the offer period for the Securities or the time when trading on a regulated market begins, whichever occurs later. Joint Bookrunners Barclays BofA Securities Citigroup RBC Capital Markets Wells Fargo Securities BNP PARIBAS SOCIETE GENERALE September 9, 2020 TABLE OF CONTENTS Page EXTENDED SETTLEMENT ............................................................. ii IMPORTANT NOTICE .................................................................. ii STABILIZATION ...................................................................... iv AVAILABLE INFORMATION AND REPORTS TO HOLDERS OF SECURITIES .................. iv PRESENTATION OF CURRENCY AND FINANCIAL AND OTHER INFORMATION .............. v INDUSTRY AND MARKET DATA ........................................................ xiii FORWARD-LOOKING STATEMENTS .................................................... xiv OVERVIEW ........................................................................... 1 RISK FACTORS ....................................................................... 12 CAPITALIZATION ..................................................................... 18 USE AND ESTIMATED AMOUNT OF NET PROCEEDS ...................................... 20 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................................................................... 21 BUSINESS ............................................................................ 46 MANAGEMENT ....................................................................... 72 DESCRIPTION OF SECURITIES .......................................................... 77 TAXATION ........................................................................... 90 CERTAIN ERISA CONSIDERATIONS ..................................................... 94 PLAN OF DISTRIBUTION ............................................................... 95 TRANSFER RESTRICTIONS ............................................................. 100 LEGAL MATTERS ..................................................................... 105 INDEPENDENT AUDITORS ............................................................. 106 SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS ............................. 107 GENERAL INFORMATION .............................................................. 108 INDEX TO FINANCIAL INFORMATION .................................................. F-1 i IMPORTANT: You must read the following before continuing. The following applies to this Offering Memorandum. You are therefore advised to read this carefully before reading, accessing or making any other use of this Offering Memorandum. In accessing this Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information. This Offering Memorandum does not constitute an offer of any securities other than those to which it relates or an offer to sell, or solicitation of an offer to buy, to any person in any jurisdiction where such an offer or solicitation would be unlawful. The Securities have not been registered with, or recommended or approved by, the U.S. Securities and Exchange Commission (the “SEC”) or any other federal, state or foreign securities commission or regulatory authority, nor has the SEC or any such other commission or regulatory authority passed upon the accuracy or adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offense. This Prospectus comprises a prospectus for the purposes of the Prospectus Regulation. The Issuer accepts responsibility for the information contained in this Prospectus. To the best knowledge of the Issuer, the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect the import of such information. EXTENDED SETTLEMENT It is expected that delivery of the Securities will be made against payment therefor on or about the fifth business day following the date of pricing of the Securities (this settlement cycle being referred
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