Bond Global Dynamics 3.25% ( US369550BK32 ) in USD

Global Dynamics

99.781 % ▲

United States

US369550BK32 ( in USD )

3.25% per year ( payment 2 times a year)

01/04/2025 - Bond has expired

Prospectus brochure of the bond General Dynamics US369550BK32 in USD 3.25%, expired

2 000 USD

750 000 000 USD

369550BK3

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

General Dynamics is a global aerospace and defense company that designs, manufactures, and integrates a wide range of products and services for military and commercial customers worldwide.

General Dynamics' USD 750,000,000 3.25% bonds (CUSIP: 369550BK3, ISIN: US369550BK32) maturing 01/04/2025, currently trading at 99.535%, pay semi-annually, and are rated A by S&P and A2 by Moody's, with a minimum purchase size of 2,000 bonds.

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424B5 1 d162033d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-223853
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit (1)

Offering Price
Registration Fee (1)
3.250% Notes due 2025

$750,000,000

99.555%

$746,662,500

$96,917
3.500% Notes due 2027

$750,000,000

99.152%

$743,640,000

$96,525
3.625% Notes due 2030

$1,000,000,000

98.947%

$989,470,000

$128,434
4.250% Notes due 2040

$750,000,000

98.830%

$741,225,000

$96,212
4.250% Notes due 2050

$750,000,000

98.530%

$738,975,000

$95,919
Guarantees

$4,000,000,000

N/A (2)

N/A (2)

N/A (2)

(1)
This registration fee is calculated pursuant to Rule 457(r) under the Securities Act of 1933, as amended (the "Securities Act"). The total registration
fee for this offering is $514,007.
(2)
No separate consideration will be received for any guarantees. Pursuant to Rule 457(n) under the Securities Act, no separate fee is required to be
paid in respect of the guarantees of the debt securities which are being registered concurrently. The guarantees will not be traded separately.
Table of Contents
Prospectus Supplement
(To Prospectus dated March 22, 2018)

$750,000,000 3.250% Notes due 2025
$750,000,000 3.500% Notes due 2027
$1,000,000,000 3.625% Notes due 2030
$750,000,000 4.250% Notes due 2040
$750,000,000 4.250% Notes due 2050
We are offering $750,000,000 aggregate principal amount of 3.250% Notes due 2025 (the "2025 notes"), $750,000,000 aggregate principal amount of 3.500% Notes
due 2027 (the "2027 notes"), $1,000,000,000 aggregate principal amount of 3.625% Notes due 2030 (the "2030 notes"), $750,000,000 aggregate principal amount of
4.250% Notes due 2040 (the "2040 notes") and $750,000,000 aggregate principal amount of 4.250% Notes due 2050 (the "2050 notes" and, together with the 2025
notes, the 2027 notes, the 2030 notes and the 2040 notes, the "notes").
The 2025 notes will mature on April 1, 2025 and will bear interest at the rate of 3.250% per annum. The 2027 notes will mature on April 1, 2027 and will bear interest
at the rate of 3.500% per annum. The 2030 notes will mature on April 1, 2030 and will bear interest at the rate of 3.625% per annum. The 2040 notes will mature on
April 1, 2040 and will bear interest at the rate of 4.250% per annum. The 2050 notes will mature on April 1, 2050 and will bear interest at the rate of 4.250% per
annum. Interest on the notes will be payable semi-annually, in arrears, on April 1 and October 1 of each year, beginning October 1, 2020.
We may redeem the notes, in whole or in part, at any time prior to their maturity at the applicable redemption prices described in this prospectus supplement.
The notes will be unsecured and will rank equally with all our other existing and future senior unsecured indebtedness and senior in right of payment to all of our
existing and future subordinated indebtedness. Our obligations under the notes will be fully and unconditionally guaranteed by certain of our subsidiaries in accordance
with the terms of the indenture under which the notes will be issued. The guarantees will rank equally in right of payment with each other and all other existing and
future senior unsecured indebtedness of such guarantors.
The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 above that amount.
The notes are new issues of securities with no established trading market. We do not intend to apply for the notes to be listed on any securities exchange or to arrange
for the notes to be quoted on any quotation system.
See "Risk factors" beginning on page S-5 for a discussion of certain risks that you should consider in connection with an
investment in the notes, as well as the risks set forth in our other filings with the Securities and Exchange Commission that
are incorporated by reference in this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per
Per
Per
Per
Per
2025
2027
2030
2040
2050
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Note
Total

Note
Total

Note
Total

Note
Total

Note
Total

Price to Public (1)
99.555% $746,662,500 99.152% $743,640,000 98.947% $989,470,000 98.830% $741,225,000 98.530% $738,975,000
Underwriting Discounts
0.350% $
2,625,000 0.400% $
3,000,000 0.450% $
4,500,000 0.750% $
5,625,000 0.875% $
6,562,500
Proceeds, Before Expenses, to us (1)
99.205% $744,037,500 98.752% $740,640,000 98.497% $984,970,000 98.080% $735,600,000 97.655% $732,412,500

(1)
Plus accrued interest from March 25, 2020, if settlement occurs after that date.
The notes are expected to be delivered in book-entry form only through the facilities of The Depository Trust Company and its participants, including Euroclear Bank
S.A./N.V. and Clearstream Banking, société anonyme, on or about March 25, 2020.
Joint Book-Running Managers

Wells Fargo Securities

BofA Securities

J.P. Morgan
BBVA

Mizuho Securities

RBC Capital Markets
Senior Co-Managers

Lloyds Securities

MUFG

SMBC Nikko
Co-Managers

Scotiabank

PNC Capital Markets LLC

US Bancorp
TD Securities

Academy Securities

Blaylock Van, LLC

Drexel Hamilton

March 23, 2020
Table of Contents
TABLE OF CONTENTS

Prospectus supplement

Where you can find more information

ii
Special note on forward-looking statements

ii
Summary
S-1
Risk factors
S-5
General Dynamics Corporation
S-7
Use of proceeds
S-8
Capitalization
S-9
Description of the notes and guarantees
S-10
Material U.S. federal tax consequences
S-14
Underwriting (conflicts of interest)
S-18
Legal matters
S-25
Experts
S-25
Prospectus

About this prospectus

1
Special note on forward-looking statements

1
Where you can find more information

2
General Dynamics Corporation

3
Risk factors

3
Consolidated ratio of earnings to fixed charges

3
Use of proceeds

3
Description of the debt securities and guarantees

4
Plan of distribution

15
Legal matters

15
Experts

15
You should read carefully this prospectus supplement, the accompanying prospectus and any related free writing prospectus prepared by us or on
our behalf or to which we have referred you before you invest in the notes. These documents contain or incorporate by reference important
information you should consider before making your investment decision. This prospectus supplement contains specific information about the
notes being offered and the accompanying prospectus contains a general description of the notes. This prospectus supplement may add, update or
change information in the accompanying prospectus. We have not, and the underwriters have not, authorized anyone to provide any information
other than that contained or incorporated by reference in this prospectus supplement, in the accompanying prospectus or in any free writing
prospectus prepared by us or on our behalf or to which we have referred you. Neither we nor the underwriters take responsibility for, and can
provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in
this prospectus supplement, in the accompanying prospectus, in any document incorporated by reference herein or therein, and in any free
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writing prospectus prepared by us or on our behalf or to which we have referred you is accurate only as of their respective dates. Our business,
financial condition, results of operations and prospects may have changed since those respective dates.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or the solicitation of an offer to buy, any securities other
than the registered securities to which they relate, nor do this prospectus supplement and the accompanying prospectus constitute an offer to sell or a
solicitation of an offer to buy these securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction.

i
Table of Contents
References to "we," "us," "our" or the "Company" are to General Dynamics Corporation, unless we expressly indicate otherwise. References to "General
Dynamics" are to General Dynamics Corporation, together with our consolidated subsidiaries, including the Guarantors. "Guarantors" means, initially,
American Overseas Marine Company, LLC, Bath Iron Works Corporation, Electric Boat Corporation, General Dynamics Government Systems
Corporation, General Dynamics Land Systems Inc., General Dynamics Ordnance and Tactical Systems, Inc., General Dynamics-OTS, Inc., Gulfstream
Aerospace Corporation and National Steel and Shipbuilding Company.
References to "dollars" or "$" in this prospectus supplement and the accompanying prospectus are to U.S. dollars.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the "SEC"). The
SEC maintains a website at http://www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically,
including General Dynamics Corporation. Except as expressly set forth in the paragraph below, we are not incorporating the contents of the SEC website
into this prospectus supplement.
The SEC allows us to "incorporate by reference" into this prospectus supplement the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus
supplement, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference into this
prospectus supplement the documents listed below that we have filed with the SEC (File No. 1-3671) and any future filings that we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until we sell all of the securities (other than filings or portions
of filings that are furnished under applicable SEC rules rather than filed):

· Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 10, 2020;

· The portions of our Definitive Proxy Statement on Schedule 14A for our 2019 Annual Meeting of Shareholders, filed on March 21, 2019, that are

specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2018; and

· Current Reports on Form 8-K filed on February 6, 2020 and March 23, 2020.
You may request a copy of these filings at no cost, by writing or telephoning the office of:
General Dynamics Corporation
11011 Sunset Hills Road
Reston, Virginia 20190
Attention: Corporate Secretary
Telephone: (703) 876-3000
You may also find additional information about us (including the documents mentioned above) on our website at www.gd.com. The information included
on or accessible through our website or any website referred to in any document incorporated by reference into this prospectus supplement is not a part of
this prospectus supplement or the accompanying prospectus.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement and the accompanying prospectus and in the information incorporated herein and therein by reference
contain forward-looking statements that are based on management's

ii
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Table of Contents
expectations, estimates, projections and assumptions. Words such as "expects," "anticipates," "plans," "believes," "scheduled," "outlook," "estimates,"
"should" and variations of these words and similar expressions are intended to identify forward-looking statements. Examples include projections of
revenue, earnings, operating margin, segment performance, cash flows, contract awards, aircraft production, deliveries and backlog. In making these
statements we rely on assumptions and analyses based on our experience and perception of historical trends, current conditions and expected future
developments as well as other factors we consider appropriate under the circumstances. Forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are not guarantees of future performance and involve
risks and uncertainties that are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking
statements due to a variety of factors, including, without limitation, those identified under "Risk factors" in this prospectus supplement, those identified
under "Risk factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, those identified under "Special note on forward-
looking statements" in the accompanying prospectus and other important factors disclosed in this prospectus supplement, the accompanying prospectus and
our other filings with the SEC.
All forward-looking statements speak only as of the date hereof or, in the case of any document incorporated by reference, the date of that document. All
subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in
this section. We do not undertake any obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances
or changes in expectations after the date such statements are made. These factors may be revised or supplemented in subsequent reports on SEC Forms
10-K, 10-Q and 8-K.

iii
Table of Contents
SUMMARY
The following summary should be read as an introduction to, and in conjunction with, the remainder of this prospectus supplement, the accompanying
prospectus and any documents incorporated by reference herein and therein. You should base your investment decision on a consideration of this
prospectus supplement, the accompanying prospectus and any documents incorporated by reference herein and therein, as a whole. Words and
expressions defined in "Description of the notes and guarantees" below shall have the same meanings in this summary.
The issuer
General Dynamics is a global aerospace and defense company that offers a broad portfolio of products and services in business aviation; combat
vehicles, weapons systems and munitions; information technology (IT) services; command, control, communications, computers, intelligence,
surveillance and reconnaissance (C4ISR) solutions; and shipbuilding and ship repair.
The Company was incorporated in Delaware in 1952. Our principal executive offices are located at 11011 Sunset Hills Road, Reston, Virginia 20190
and our main telephone number is (703) 876-3000.
Recent developments
Credit facility extensions
In March 2020, we amended two of our credit facilities to, among other things, extend their expiration dates. Our $2 billion 364-day facility now
expires in March 2021 and our $1 billion multi-year credit facility now expires in March 2025. Our third credit facility a $2 billion multi-year credit
facility has not been amended and its expiration remains in March 2023. We have these committed bank credit facilities for general corporate
purposes and working capital needs and to support our commercial paper issuances. Our credit facilities are guaranteed by several of our 100%-owned
subsidiaries.
The offering

Issuer
General Dynamics Corporation

Guarantors
American Overseas Marine Company, LLC
Bath Iron Works Corporation
Electric Boat Corporation
General Dynamics Government Systems Corporation
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General Dynamics Land Systems Inc.
General Dynamics Ordnance and Tactical Systems, Inc.
General Dynamics-OTS, Inc.
Gulfstream Aerospace Corporation
National Steel and Shipbuilding Company

Notes
$750,000,000 aggregate principal amount of 3.250% Notes due 2025.

$750,000,000 aggregate principal amount of 3.500% Notes due 2027.

$1,000,000,000 aggregate principal amount of 3.625% Notes due 2030.

S-1
Table of Contents

$750,000,000 aggregate principal amount of 4.250% Notes due 2040.

$750,000,000 aggregate principal amount of 4.250% Notes due 2050.

Maturity dates
The 2025 notes will mature on April 1, 2025. The 2027 notes will mature on April 1, 2027.
The 2030 notes will mature on April 1, 2030. The 2040 notes will mature on April 1, 2040.
The 2050 notes will mature on April 1, 2050.

Interest rates
The 2025 notes will bear interest at the rate of 3.250% per annum. The 2027 notes will bear
interest at the rate of 3.500% per annum. The 2030 notes will bear interest at the rate of
3.625% per annum. The 2040 notes will bear interest at the rate of 4.250% per annum. The
2050 notes will bear interest at the rate of 4.250% per annum.

Interest payment dates
Interest on the notes will be payable semi-annually, in arrears, on April 1 and October 1 of
each year, beginning on October 1, 2020.

Ranking
The notes will be our unsecured senior obligations and, as such, will rank pari passu in right
of payment with all of our other existing and future senior unsecured indebtedness and senior
in right of payment to all of our existing and future subordinated indebtedness.

Guarantees
The notes will be fully, jointly and severally, irrevocably and unconditionally guaranteed by
each of the Guarantors, which guarantees will rank pari passu in right of payment with each
other and all other existing and future senior unsecured indebtedness of such Guarantors.

Additional issuances
We may, at any time and from time to time, without the consent of the holders, increase the
principal amount of the notes of a series by issuing additional notes of such series in the
future on the same terms and conditions, except for any differences in the issue date, issue
price and interest accrued prior to the issue date of the additional notes, and, provided the
additional notes are fungible with the outstanding notes of such series for U.S. federal
income tax purposes, with the same CUSIP number as the notes of such series. The notes of
each series offered by this prospectus supplement and any additional notes of each such series
would rank equally and ratably and would be treated as a single series for all purposes under
the Indenture, as defined below.

Optional redemption
Each series of notes will be redeemable, as a whole or in part, at our option, at any time or
from time to time, on at least 10 days, but not more than 60 days, prior notice to holders of
notes given in accordance with the provisions described under "Description of the
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S-2
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notes and guarantees--Optional redemption--Redemption notice," at a redemption price

equal to the greater of:

· 100% of the principal amount of such notes to be redeemed; or

· the sum of the present values of the Remaining Scheduled Payments, as defined
below, discounted to the date of redemption, on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months), at the Treasury Rate, as defined

below, plus 45 basis points in the case of the 2025 notes, 45 basis points in the case
of the 2027 notes, 45 basis points in the case of the 2030 notes, 45 basis points in the
case of the 2040 notes and 45 basis points in the case of the 2050 notes;

provided, that (i) if we redeem any 2025 notes on or after March 1, 2025 (one month prior to
the maturity date of the 2025 notes), (ii) if we redeem any 2027 notes on or after February 1,
2027 (two months prior to the maturity date of the 2027 notes), (iii) if we redeem any 2030
notes on or after January 1, 2030 (three months prior to the maturity date of the 2030 notes),

(iv) if we redeem any 2040 notes on or after October 1, 2039 (six months prior to the
maturity date of the 2040 notes) and (v) if we redeem any 2050 notes on or after October 1,
2049 (six months prior to the maturity date of the 2050 notes), the redemption price for those
notes will equal 100% of the principal amount of such notes to be redeemed.

The redemption price for such notes will include, in each case, accrued but unpaid interest to

but excluding the date of redemption on the principal amount of the notes to be redeemed.

Subject to certain exceptions, any notice of redemption may state that such redemption shall
be conditional upon the receipt by a paying agent (which may be the trustee) for such notes,
on or prior to the date fixed for such redemption, of money sufficient to pay the redemption

price and accrued interest on such notes and that if such money has not been so received such
notice shall be of no force or effect and we shall not be required to redeem such notes. See
"Description of the notes and guarantees--Optional redemption."

Book-entry issuance, settlement and clearance
The notes of each series are expected to be delivered in book-entry form only through the
facilities of The Depository Trust Company and its participants, including Euroclear Bank
S.A./N.V. and Clearstream Banking, société anonyme, on or about March 25, 2020.

CUSIPs/ISINs
369550 BK3 / US369550BK32 for the 2025 notes.

369550 BL1 / US369550BL15 for the 2027 notes.

369550 BM9 / US369550BM97 for the 2030 notes.

S-3
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369550 BH0 / US369550BH03 for the 2040 notes.

369550 BJ6 / US369550BJ68 for the 2050 notes.
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Listing and trading
The notes are new issues of securities with no established trading market. We do not intend
to apply for the notes to be listed on any securities exchange or to arrange for the notes to be
quoted on any quotation system.

Trustee
The Bank of New York Mellon.

Timing and delivery
We currently expect delivery of the notes to occur on or about March 25, 2020.

Use of proceeds
The net proceeds from this offering, after deducting the underwriting discounts and our
estimated expenses, are expected to be approximately $3.931 billion. We intend to use the
net proceeds from this offering to repay $2.0 billion principal amount of our 2.875% Notes
due 2020 upon maturity, to repay $0.5 billion principal amount of our Floating Rate Notes
due 2020 upon maturity and for general corporate purposes, including the repayment of a
portion of our borrowings under our commercial paper program as they mature. Pending
their application, we may invest the net proceeds of the offering in short-term investments,
including marketable securities. See "Use of proceeds."

Joint book-running managers
Wells Fargo Securities, LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC

Governing law
The Indenture, the notes and the guarantees will be governed by, and construed in
accordance with, the laws of the State of New York.

Conflicts of interest
As a result of our intended use of the net proceeds from this offering to repay our outstanding
2.875% Notes due 2020, to repay our outstanding Floating Rate Notes due 2020 and to repay
a portion of our commercial paper, Wells Fargo Securities, LLC, BofA Securities, Inc., J.P.
Morgan Securities LLC or the other underwriters or certain of their respective affiliates may
receive more than 5% of the net proceeds of this offering, not including underwriting
compensation, thus creating a conflict of interest within the meaning of Rule 5121 (Public
Offerings of Securities with Conflicts of Interest) of the Financial Industry Regulatory
Authority, Inc. (``FINRA Rule 5121''). Accordingly, this offering is being made in
compliance with the requirements of FINRA Rule 5121. The appointment of a ``qualified
independent underwriter'' is not necessary in connection with this offering as the notes are
investment grade rated securities. See "Underwriting (conflicts of interest)--Conflicts of
interest."

S-4
Table of Contents
RISK FACTORS
In addition to the information contained elsewhere in or incorporated by reference into this prospectus supplement and the accompanying prospectus, you
should carefully consider the risk factors identified below in evaluating an investment in the notes.
Risks relating to our business
You should carefully consider the risks relating to the following factors, which are discussed under the section entitled "Risk Factors" in our Annual Report
on Form 10-K for the year ended December 31, 2019:

· the U.S. government provides a significant portion of our revenue;

· U.S. government contracts are not always fully funded at inception, and any funding is subject to disruption or delay;

· our U.S. government contracts are subject to termination rights by the customer;

· as a government contractor, we operate in a highly regulated environment and are subject to audit by the U.S. government;

· our Aerospace segment is subject to changing customer demand for business aircraft;

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· our earnings and margin depend on our ability to perform on our contracts;

· our earnings and margin depend in part on subcontractor and vendor performance;

· sales and operations outside the United States are subject to different risks that may be associated with doing business in foreign countries;

· our future success depends in part on our ability to develop new products and technologies and maintain a qualified workforce to meet the needs of

our customers;

· we have made and expect to continue to make investments, including acquisitions and joint ventures, that involve risks and uncertainties;

· changes in business conditions may cause goodwill and other intangible assets to become impaired; and

· our business could be negatively impacted by cybersecurity events and other disruptions.
You should also carefully consider the risks relating to the following factor:
Our business could be negatively impacted by the recent Coronavirus ("COVID-19") outbreak or other similar outbreaks. The recent
outbreak of COVID-19, and any other outbreaks of contagious diseases or other adverse public health developments in countries where we operate or our
customers are located, could have a negative effect on our business, results of operations and financial condition. These effects could include disruptions or
restrictions on our employees' ability to work effectively, as well as temporary closures of our facilities or the facilities of our customers or suppliers. This
could affect our performance on our contracts. Resulting cost increases may not be fully recoverable or adequately covered by insurance, which could
impact our profitability. In addition, the outbreak of COVID-19 has resulted in a widespread health crisis that is adversely affecting the economies and
financial markets of many countries, which could result in an economic downturn that may negatively affect demand for our products. The extent to which
COVID-19 could impact our business, results of operations and financial condition is highly uncertain and will depend on future developments. Such
developments may include the geographic spread and duration of the virus, the severity of the disease and the actions that may be taken by various
governmental authorities and other third parties in response to the outbreak.

S-5
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Risks relating to the notes
Because we are a holding company, we depend on the ability of our subsidiaries to generate cash, in the form of intercompany credits, loans, dividends or
otherwise, to meet our debt service obligations, including our obligations under the notes, and for other general corporate purposes. Intercompany credits,
dividends, loans or other distributions to us from our subsidiaries may be subject to future contractual or other restrictions, and will depend upon the results
of operations of those subsidiaries and may be subject to other business considerations. Although the notes are guaranteed by the Guarantors, if such
guarantees were voided or held to be unenforceable, the Guarantors would have no obligation to pay any amounts due on the notes or to make any funds
available.

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Table of Contents
GENERAL DYNAMICS CORPORATION
General Dynamics is a global aerospace and defense company that offers a broad portfolio of products and services in business aviation; combat vehicles,
weapons systems and munitions; information technology (IT) services; command, control, communications, computers, intelligence, surveillance and
reconnaissance (C4ISR) solutions; and shipbuilding and ship repair.
We were incorporated in Delaware in 1952. We took actions beginning in the mid-1990s that laid the foundation for modern-day General Dynamics,
including acquiring Gulfstream Aerospace Corporation, combat-vehicle businesses, IT services and C4ISR solutions companies, and additional shipyards.
In 2018, we continued to position our company for future growth and superior profitability through the acquisition of CSRA Inc., our largest acquisition to
date.

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USE OF PROCEEDS
The net proceeds from this offering, after deducting the underwriting discounts and our estimated expenses, are expected to be approximately
$3.931 billion. We intend to use the net proceeds from this offering to repay $2.0 billion principal amount of our 2.875% Notes due 2020 upon maturity, to
repay $0.5 billion principal amount of our Floating Rate Notes due 2020 upon maturity and for general corporate purposes, including the repayment of a
portion of our borrowings under our commercial paper program as they mature. Pending their application, we may invest the net proceeds of the offering in
short-term investments, including marketable securities.
As of March 19, 2020, our Floating Rate Notes due 2020 bore interest at an annual interest rate of approximately 2.021%. Our 2.875% Notes due 2020 and
our Floating Rate Notes due 2020 each mature on May 11, 2020. As of March 19, 2020, there was approximately $2.73 billion (face amount) outstanding
under our commercial paper program, bearing interest at a weighted average rate of approximately 1.412% and having a weighted average maturity of
approximately 23 days.
As a result of our intended use of the net proceeds from this offering to repay our outstanding 2.875% Notes due 2020, to repay our outstanding Floating
Rate Notes due 2020 and to repay a portion of our commercial paper, Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC or
the other underwriters or certain of their respective affiliates may receive more than 5% of the net proceeds of this offering, not including underwriting
compensation, thus creating a conflict of interest within the meaning of FINRA Rule 5121. Accordingly, this offering is being made in compliance with the
requirements of FINRA Rule 5121. The appointment of a ``qualified independent underwriter'' is not necessary in connection with this offering as the
notes are investment grade rated securities. See "Underwriting (conflicts of interest)--Conflicts of interest."

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CAPITALIZATION
The following table sets forth the unaudited consolidated capitalization of General Dynamics (i) at December 31, 2019 on a historical basis and (ii) at
December 31, 2019 on an as adjusted basis to give effect to the issuance of the notes in this offering, net of the underwriting discounts and commissions
and our estimated offering expenses, and our intended use of a portion of the net proceeds to repay $2.0 billion principal amount of our 2.875% Notes due
2020 upon maturity and $0.5 billion principal amount of our Floating Rate Notes due 2020 upon maturity, with the remainder of the net proceeds being
presented as additional cash and equivalents. As discussed above in "Use of proceeds," we intend to use such remainder of the net proceeds for general
corporate purposes, including the repayment of a portion of our borrowings under our commercial paper program as they mature. As of March 19, 2020,
there was approximately $2.73 billion (face amount) outstanding under our commercial paper program, none of which is reflected in the table below. As of
December 31, 2019, there was no commercial paper outstanding. See "Use of proceeds."
You should read this table in conjunction with the consolidated financial statements and the related notes included in our Annual Report on Form 10-K for
the year ended December 31, 2019, which are incorporated by reference into this prospectus supplement.

December 31, 2019

(Dollars in millions)

Actual
As adjusted
Cash and equivalents

$
902
$
2,335
Debt

Total short-term debt and current portion of long-term debt

$ 2,920
$
422
Long-term debt:

Existing long-term debt

$ 9,010
$
9,010
2025 notes offered hereby

$
--
$
750
2027 notes offered hereby

$
--
$
750
2030 notes offered hereby

$
--
$
1,000
2040 notes offered hereby

$
--
$
750
2050 notes offered hereby

$
--
$
750

Total long-term debt

$ 9,010
$
13,010

Total debt

$ 11,930
$
13,432

Shareholders' equity

Common stock, including surplus

$ 3,521
$
3,521
Retained earnings

$ 31,633
$
31,633
Treasury stock

$(17,358)
$ (17,358)
Accumulated other comprehensive loss

$ (4,219)
$
(4,219)

Total shareholders' equity

$ 13,577
$
13,577

Total capitalization

$ 25,507
$
27,009

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424B5
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DESCRIPTION OF THE NOTES AND GUARANTEES
The 2025 notes, the 2027 notes, the 2030 notes, the 2040 notes and the 2050 notes will each be issued as a separate series under an indenture dated as of
March 22, 2018, as supplemented and amended, including by the second supplemental indenture to be dated on or about March 25, 2020 with respect to
the notes, by and among us, the Guarantors and The Bank of New York Mellon, as trustee (collectively, the "Indenture").
The following summary of the terms of the Indenture does not purport to be complete and does not contain all the information that may be important to
you. The following description of the terms of the notes and the guarantees is qualified in its entirety by reference to the provisions of the Indenture.
Capitalized and other terms not otherwise defined in this prospectus supplement will have the meanings given to them in the Indenture. You may obtain a
copy of the Indenture from us upon request.
The 2025 notes will be issued in an initial aggregate principal amount of $750,000,000 and will bear interest at the rate of 3.250% per annum. The 2027
notes will be issued in an initial aggregate principal amount of $750,000,000 and will bear interest at the rate of 3.500% per annum. The 2030 notes will be
issued in an initial aggregate principal amount of $1,000,000,000 and will bear interest at the rate of 3.625% per annum. The 2040 notes will be issued in
an initial aggregate principal amount of $750,000,000 and will bear interest at the rate of 4.250% per annum. The 2050 notes will be issued in an initial
aggregate principal amount of $750,000,000 and will bear interest at the rate of 4.250% per annum.
The notes will be issued only in registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 above that amount. The
notes will be our unsecured senior obligations and, as such, will rank pari passu in right of payment with all of our other existing and future senior
unsecured indebtedness and senior in right of payment to all of our existing and future subordinated indebtedness.
As of December 31, 2019, we had total debt of approximately $11.9 billion, and approximately 96% of such total debt consisted of unsecured fixed-rate
and floating-rate notes. The notes will be fully, jointly and severally, irrevocably and unconditionally guaranteed by each of the Guarantors, which
guarantees will rank pari passu in right of payment with each other and all other existing and future senior unsecured indebtedness of such Guarantors. See
"Capitalization."
General terms of the notes
Certain terms of the notes are set forth below:

· Title: 3.250% Notes due 2025, 3.500% Notes due 2027, 3.625% Notes due 2030, 4.250% Notes due 2040 and 4.250% Notes due 2050.

· Initial principal amount being issued: $750,000,000 aggregate principal amount of 2025 notes, $750,000,000 aggregate principal amount of 2027

notes, $1,000,000,000 aggregate principal amount of 2030 notes, $750,000,000 aggregate principal amount of 2040 notes and $750,000,000
aggregate principal amount of 2050 notes.

· Maturity dates: April 1, 2025 with respect to the 2025 notes, April 1, 2027 with respect to the 2027 notes, April 1, 2030 with respect to the 2030

notes, April 1, 2040 with respect to the 2040 notes and April 1, 2050 with respect to the 2050 notes.

· Date interest starts accruing: March 25, 2020.

· Interest payment dates: April 1 and October 1.

· First interest payment date: October 1, 2020.

· Regular record dates for interest: March 15 and September 15.

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· Form of notes: Each series of notes will be in the form of one or more global notes that we will deposit with or on behalf of The Depository Trust

Company (the "Depositary").

· Sinking fund: The notes will not be subject to any sinking fund.

· Status: The notes will each constitute a series of our unsecured senior debt securities.

· Guarantees: The notes will be fully, jointly and severally, irrevocably and unconditionally guaranteed on a senior basis by the Guarantors.
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