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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.
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