The Notes will be issued by BAE Systems plc ( the parent holding company of the BAE Systems group of companies which, together with BAE Systems plc, are referred to herein as "BAE Systems"). The Notes to be issued consist of U.S.$ 1,000,000,000 aggregate principal amount of Notes paying 1.900% interest per year and maturing on 15 February 2031 and of U.S.$ 1,000,000,000 aggregate principal amount of Notes paying 3.000% interest per year and maturing on 15 September 2050. The net proceeds of the offering will be used predominantly to refinance up to $1,925,000,000 in aggregate principal amount outstanding under the Bridge Loan Facility Agreement dated January 17, 2020, among, inter alios, BAE Systems Holdings Inc. as original borrower, BAE Systems plc as guarantor, and certain financial institutions as lenders, incurred to fund the acquisition of the Collins Aerospace Military Global Positioning System business on 31 July 2020. The offering is expected to close on or about 15 September 2020.