Obbligazione Global Dynamics 1.875% ( US369550AW88 ) in USD

Global Dynamics

100 USD ▲

Stati Uniti

US369550AW88 ( in USD )

1.875% per anno ( pagato 2 volte l'anno)

15/08/2023 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione General Dynamics US369550AW88 in USD 1.875%, scaduta

2 000 USD

500 000 000 USD

369550AW8

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

General Dynamics è una società multinazionale americana operante nel settore della difesa e dell'aerospazio, producendo sistemi d'arma, veicoli terrestri e aerei, e fornendo servizi tecnologici.

The Obbligazione issued by Global Dynamics ( United States ) , in USD, with the ISIN code US369550AW88, pays a coupon of 1.875% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/08/2023

The Obbligazione issued by Global Dynamics ( United States ) , in USD, with the ISIN code US369550AW88, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Global Dynamics ( United States ) , in USD, with the ISIN code US369550AW88, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 d196333d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202961
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit (1)

Price
Registration Fee (1)
1.875% Notes due 2023

$500,000,000

99.316%

$496,580,000

$50,005.61
2.125% Notes due 2026

$500,000,000

98.956%

$494,780,000

$49,824.35
Guarantees

$1,000,000,000
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").
(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
Prospe c t us Supple m e nt
(To Prospectus dated March 24, 2015)

$ 5 0 0 ,0 0 0 ,0 0 0 1 .8 7 5 % N ot e s due 2 0 2 3
$ 5 0 0 ,0 0 0 ,0 0 0 2 .1 2 5 % N ot e s due 2 0 2 6
Interest payable February 15 and August 15
We are offering $500,000,000 aggregate principal amount of 1.875% Notes due 2023 (the "2023 notes") and $500,000,000
aggregate principal amount of 2.125% Notes due 2026 (the "2026 notes," and together with the 2023 notes, the "notes").
We will pay interest on the notes on February 15 and August 15 of each year, beginning February 15, 2017. The notes will be
issued only in denominations of $2,000 and integral multiples of $1,000 above that amount. 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 unsecured indebtedness and senior in right
of payment to all of our other 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 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.
Se e "Risk fa c t ors" be ginning on pa ge S -4 for a disc ussion of c e rt a in risk s t ha t you should c onside r in
c onne c t ion w it h a n inve st m e nt in t he not e s.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he not e s or de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us is
t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

Pe r 2 0 2 3 N ot e
T ot a l

Pe r 2 0 2 6 N ot e
T ot a l

Price to Public (1)

99.316%
$496,580,000

98.956%
$494,780,000
Underwriting Discounts

0.400%
$
2,000,000

0.450%
$
2,250,000
Proceeds, Before Expenses, to us (1)

98.916%
$494,580,000

98.506%
$492,530,000
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(1) Plus accrued interest from August 12, 2016, 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 August 12, 2016.
Joint Book-Running Managers

J .P. M orga n
BofA M e rrill Lync h
Lloyds Se c urit ie s

Senior Co-Managers

BBV A

RBC Ca pit a l M a rk e t s

We lls Fa rgo Se c urit ie s
Co-Managers

Cre dit Suisse

Dre x e l H a m ilt on

M izuho Se c urit ie s
M U FG
August 9, 2016
Table of Contents
T a ble of c ont e nt s

Prospe c t us supple m e nt

Where you can find more information

ii
Summary
S-1
Risk factors
S-4
General Dynamics Corporation
S-5
Use of proceeds
S-6
Consolidated ratio of earnings to fixed charges
S-6
Capitalization
S-7
Description of the notes and guarantees
S-8
Material U.S. federal tax consequences
S-12
Underwriting
S-16
Legal matters
S-19
Experts
S-19
Prospe c t us

About this prospectus

1
Special note on forward-looking statements

1
Where you can find more information

2
General Dynamics Corporation

2
Risk factors

2
Consolidated ratio of earnings to fixed charges

3
Use of proceeds

3
Description of the debt securities and guarantees

3
Plan of distribution

10
Legal matters

10
Experts

10
Y ou should re a d t his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us a nd a ny re la t e d fre e w rit ing
prospe c t us pre pa re d by or on be ha lf of us or t o w hic h w e ha ve re fe rre d you c a re fully be fore you inve st in
t he not e s. T he se doc um e nt s c ont a in or inc orpora t e by re fe re nc e im port a nt inform a t ion you should c onside r
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be fore m a k ing your inve st m e nt de c ision. T his prospe c t us supple m e nt c ont a ins spe c ific inform a t ion a bout
t he not e s be ing offe re d a nd t he a c c om pa nying prospe c t us c ont a ins a ge ne ra l de sc ript ion of t he not e s. T his
prospe c t us supple m e nt m a y a dd, upda t e or c ha nge inform a t ion in t he a c c om pa nying prospe c t us. We ha ve
not , a nd t he unde rw rit e rs ha ve not , a ut horize d a nyone t o provide a ny inform a t ion ot he r t ha n t ha t c ont a ine d
or inc orpora t e d by re fe re nc e in t his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us or in a ny fre e
w rit ing prospe c t us pre pa re d by or on be ha lf of us or t o w hic h w e ha ve re fe rre d you. N e it he r w e nor t he
unde rw rit e rs t a k e re sponsibilit y for, a nd c a n provide no a ssura nc e a s t o t he re lia bilit y of, a ny ot he r
inform a t ion t ha t ot he rs m a y give you. Y ou should not a ssum e t ha t t he inform a t ion c ont a ine d in t his
prospe c t us supple m e nt a nd t he a c c om pa nying prospe c t us, a s w e ll a s t he inform a t ion inc orpora t e d by
re fe re nc e , is a c c ura t e a s of a ny da t e ot he r t ha n t he da t e on t he front c ove r of t hose doc um e nt s. Our
busine ss, fina nc ia l c ondit ion, re sult s of ope ra t ions a nd prospe c t s m a y ha ve c ha nge d sinc e t hose re spe c t ive
da t e s.

i
Table of Contents
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.
References to "we," "us," "our" or the "Company" are to General Dynamics Corporation, unless we expressly indicate otherwise.
Reference to "General Dynamics" means 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.
Whe re you c a n find m ore inform a t ion
We file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange
Commission (the "SEC"). You may read and copy any document that we file at the Public Reference Room of the SEC at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site at 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 made with the SEC by us 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, 2015, filed on February 8, 2016;

· Quarterly Reports on Form 10-Q for the fiscal quarters ended April 3, 2016 and July 3, 2016, filed on April 27, 2016 and July 27,
2016, respectively; and

· Current Reports on Form 8-K filed on May 6, 2016 and August 3, 2016.
You may request a copy of these filings at no cost, by writing or telephoning the office of:
General Dynamics Corporation
2941 Fairview Park Drive, Suite 100
Falls Church, Virginia 22042-4513
Attention: Corporate Secretary
Telephone: (703) 876-3000

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ii
Table of Contents
You may also find additional information about us, including the documents mentioned above, on our website at
www.generaldynamics.com. The information included on or linked to this 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.

iii
Table of Contents
Sum m a ry
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.
T he issue r
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; C4ISR (command, control, communications, computers,
intelligence, surveillance and reconnaissance) solutions and information technology (IT) services; and shipbuilding.
Incorporated in Delaware in 1952, General Dynamics grew organically and through acquisitions until the early 1990s when we
sold nearly all of our businesses. In the mid-1990s, we began expanding again by acquiring combat vehicle-related businesses,
IT product and service companies, additional shipyards and Gulfstream Aerospace Corporation. In the 2000s, we continued to
grow organically and acquired companies throughout the portfolio. Today, we are focused on delivering superior products and
services to our customers, improving operations, generating cash and increasing return on invested capital.
T he offe ring

I ssue r
General Dynamics Corporation

Gua ra nt ors
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

National Steel and Shipbuilding Company

N ot e s
$500,000,000 aggregate principal amount of 1.875% Notes due 2023.
$500,000,000 aggregate principal amount of 2.125% Notes due 2026.

I ssue da t e
August 12, 2016.

M a t urit y da t e s
The 2023 notes will mature on August 15, 2023 and the 2026 notes will mature on August
15, 2026.

I nt e re st ra t e s
The 2023 notes will bear interest at the rate of 1.875% per annum and the 2026 notes will
bear interest at the rate of 2.125% per annum.

I nt e re st pa ym e nt da t e s
Every February 15 and August 15, commencing on February 15, 2017.
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Re gula r re c ord da t e s for
February 1 and August 1.
int e re st

S-1
Table of Contents
Ra nk ing
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.

Gua ra nt e e s
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.

Addit iona l issua nc e s
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.

Opt iona l re de m pt ion
Each series of the notes will be redeemable, as a whole or in part, at our option, at any time
or from time to time, on at least 30 days, but not more than 60 days, prior notice to holders
of the notes given in accordance with the provisions described under "Description of the
notes and guarantees--Optional redemption--Redemption notice," at a redemption price
equal to the greater of:

· 100% of the principal amount of the 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 10 basis
points in the case of the 2023 notes and 12.5 basis points in the case of the 2026 notes;

provided, that (i) if we redeem any 2023 notes on or after June 15, 2023 (two months prior
to the maturity date of the 2023 notes) and (ii) if we redeem any 2026 notes on or after May

15, 2026 (three months prior to the maturity date of the 2026 notes), the redemption price
for those notes will equal 100% of the principal amount of such notes to be redeemed.

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

the date of redemption on the principal amount of 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."

S-2
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Book -e nt ry issua nc e ,
The notes of each series are expected to be delivered in book-entry form only through the
se t t le m e nt a nd c le a ra nc e
facilities of The Depository Trust Company and its participants, including Euroclear Bank
S.A./N.V. Clearstream Banking, société anonyme, on or about August 12, 2016.

CU SI Ps/I SI N s
36955OAW8/US36955OAW88 for the 2023 notes and

369550AX6/US36955OAX61 for the 2026 notes.

List ing a nd t ra ding
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.

T rust e e
The Bank of New York Mellon.

T im ing a nd de live ry
We currently expect delivery of the notes to occur on or about August 12, 2016.

U se of proc e e ds
We anticipate using the net proceeds of the offering for general corporate purposes,
including the possible repurchase of shares of our common stock. See "Use of proceeds."

J oint book -running
J.P. Morgan Securities LLC, Lloyds Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith
m a na ge rs
Incorporated.

Gove rning la w
The Indenture, the notes and the guarantees will be governed by, and construed in
accordance with, the laws of the State of New York.

S-3
Table of Contents
Risk fa c t ors
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.
Risk s re la t ing t o our busine ss
You should carefully consider the following risks, which are discussed under the section entitled "Risk Factors" in our Annual
Report on Form 10-K for the year ended December 31, 2015:

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

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

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

· the fact that, as a government contractor, we are subject to audit by the U.S. government;

· the fact that our Aerospace group is subject to changing customer demand for business aircraft;

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

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

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

· the fact that 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;

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

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

· the fact that our business could be negatively impacted by cyber security events and other disruptions.
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Risk s re la t ing t o t he not e s
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.

S-4
Table of Contents
Ge ne ra l Dyna m ic s Corpora t ion
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; C4ISR (command, control, communications, computers, intelligence,
surveillance and reconnaissance) solutions and information technology (IT) services; and shipbuilding.
Incorporated in Delaware in 1952, General Dynamics grew organically and through acquisitions until the early 1990s when we sold
nearly all of our businesses. In the mid-1990s, we began expanding again by acquiring combat vehicle-related businesses, IT
product and service companies, additional shipyards and Gulfstream Aerospace Corporation. In the 2000s, we continued to grow
organically and acquired companies throughout the portfolio. Today, we are focused on delivering superior products and services to
our customers, improving operations, generating cash and increasing return on invested capital.
General Dynamics operates through four business groups--Aerospace, Combat Systems, Information Systems and Technology
and Marine Systems.
Ae rospa c e
Our Aerospace group is at the forefront of the business-jet industry. We deliver a family of Gulfstream aircraft, provide aircraft
services and perform completions for aircraft produced by other original equipment manufacturers (OEMs). With more than 50 years
of experience, the Aerospace group is known for:

· superior aircraft design, quality, performance, safety and reliability;
· technologically advanced cockpit and cabin systems; and
· industry-leading product service and support.
Com ba t Syst e m s
Our Combat Systems group offers a full-spectrum of combat vehicles, weapons systems and munitions for the United States and
its allies around the world. We take a disciplined systems engineering approach to deliver market-leading design, development,
production, modernization and sustainment services. Our extensive, diverse and proven product lines give us the agility to deliver
tailored solutions that meet a wide array of customer mission needs. Comprised of three business units, European Land Systems,
Land Systems and Ordnance and Tactical Systems, the group's product lines include:

· wheeled combat and tactical vehicles;
· main battle tanks and tracked combat vehicles;
· weapons systems, armament and munitions; and
· maintenance and logistics support and sustainment services.
I nform a t ion Syst e m s a nd T e c hnology
Our Information Systems and Technology group provides technologies, products and services in support of hundreds of programs
for a wide range of military, federal/civilian, state, local and commercial customers. The group's market leadership results from
decades of domain expertise, incumbency on high-priority programs and continuous innovation to meet the ever-changing
information-systems and mission support needs of our customers. The group's diverse portfolio includes:

· IT solutions and mission support services; and

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Table of Contents
· mobile communication, command-and-control mission systems, and intelligence, surveillance and reconnaissance (ISR)
solutions.
IT solutions and mission support services--We design, build and operate large-scale, secure IT networks and systems and provide
professional and technical services. The group has been a trusted systems integrator for more than 50 years.
Mobile communication, command-and-control mission systems and ISR solutions--We design, build, integrate, deploy and support
communications, command-and-control and computer mission systems; imagery, signals- and multi-intelligence systems; and cyber
security systems for customers in the U.S. defense, intelligence and homeland security communities, and U.S. allies.
M a rine Syst e m s
Our Marine Systems group is a market-leading designer and builder of nuclear-powered submarines, surface combatants and
auxiliary and combat-logistics ships for the U.S. Navy, and Jones Act ships for commercial customers. We provide high-value-
added engineering, construction and assembly work, as well as lifecycle support. The group's portfolio of platforms and diverse
capabilities includes:

· nuclear-powered submarines;
· surface combatants;
· auxiliary and combat-logistics ships;
· commercial product carriers and containerships;
· design and engineering support services; and
· overhaul, repair and lifecycle support services.
U se of proc e e ds
The estimated net proceeds of the offering of the notes, after deducting underwriting discounts and our expenses related to the
offering, are expected to be approximately $985.5 million. We anticipate using the net proceeds of the offering for general corporate
purposes, including the possible repurchase of shares of our common stock.
Consolida t e d ra t io of e a rnings t o fix e d c ha rge s
The following table shows our ratio of earnings to fixed charges for each of the periods indicated:

Y e a r e nde d De c e m be r 3 1 , Six m ont hs e nde d

2 0 1 1 2 0 1 2 2 0 1 3 2 0 1 4 2 0 1 5
J uly 3 , 2 0 1 6
Ratio of earnings to fixed charges
15.6
2.8 18.8 20.2 23.1
22.3
For the purpose of computing the ratio of earnings to fixed charges, earnings consist of pre-tax income from continuing operations,
adjusted to add back fixed charges. Fixed charges consist of pre-tax interest on all indebtedness and an estimate of interest within
rental expense.

S-6
Table of Contents
Ca pit a liza t ion
The following table sets forth the unaudited consolidated capitalization of General Dynamics (a) at July 3, 2016 on a historical basis
and (b) at July 3, 2016 as adjusted to give effect to the offering of the notes, the estimated net proceeds therefrom and our
repayment of our 2.250% Notes due 2016 that matured on July 15, 2016, using cash on hand. 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, 2015 and our Quarterly Report on Form 10-Q for the quarterly period ended July 3, 2016, which are
incorporated by reference into this prospectus supplement.

J uly 3 , 2 0 1 6
(Dolla rs in m illions)

Ac t ua l
As a djust e d
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Cash and equivalents

$ 1,899
$
2,385
Debt

Short-term debt and current portion of long-term debt

$
537
$
37
Long-term debt

$ 2,899
$
2,899
2023 notes offered hereby

$
--
$
500
2026 notes offered hereby

$
--
$
500
Total long-term debt

$ 2,899
$
3,899

Total debt

$ 3,436
$
3,936

Shareholders' equity

Common stock, including surplus

$ 3,238
$
3,238
Retained earnings

$ 24,213
$
24,213
Treasury stock

$(13,491)
$
(13,491)
Accumulated other comprehensive loss

$ (2,965)
$
(2,965)

Total shareholders' equity

$ 10,995
$
10,995

Total capitalization

$ 14,431
$
14,931

S-7
Table of Contents
De sc ript ion of t he not e s a nd gua ra nt e e s
The 2023 notes and the 2026 notes will each be issued as a separate series under an indenture dated as of March 24, 2015, as
supplemented and amended, including by the first supplemental indenture to be dated on or about August 12, 2016 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 material 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 specific 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 2023 notes will be issued in an initial aggregate principal amount of $500,000,000 and will bear interest at the rate of 1.875%
per annum. The 2026 notes will be issued in an initial aggregate principal amount of $500,000,000 and will bear interest at the rate
of 2.125% 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 July 3, 2016, we had total debt of approximately $3.4 billion, and more than 99% of such total
debt consisted of unsecured fixed-rate notes, including $0.5 billion principal amount of unsecured fixed-rate notes that we repaid
upon maturity on July 15, 2016, using cash on hand.
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" in this prospectus supplement.
Ge ne ra l
The specific terms of the notes are set forth below:

· Title: 1.875% Notes due 2023 and 2.125% Notes due 2026.

· Initial principal amount being issued: $500,000,000 aggregate principal amount of 2023 notes and $500,000,000 aggregate
principal amount of 2026 notes.

· Maturity dates: August 15, 2023 with respect to the 2023 notes and August 15, 2026 with respect to the 2026 notes.

· Date interest starts accruing: August 12, 2016.

· Interest payment dates: February 15 and August 15.

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· First interest payment date: February 15, 2017.

· Regular record dates for interest: February 1 and August 1.

· 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 2023 notes and the 2026 notes will each constitute a series of our unsecured senior debt securities.

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

S-8
Table of Contents
Opt iona l re de m pt ion
Each series of the notes will be redeemable, as a whole or in part, at our option, at any time or from time to time, on at least 30
days, but not more than 60 days, prior notice to holders of the notes given in accordance with the provisions described under "--
Redemption notice" below, at a redemption price equal to the greater of:

· 100% of the principal amount of the 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 10 basis points in the case of the 2023 notes and 12.5 basis points in the case of the 2026 notes;
provided, that (i) if we redeem any 2023 notes on or after June 15, 2023 (two months prior to the maturity date of the 2023 notes)
and (ii) if we redeem any 2026 notes on or after May 15, 2026 (three months prior to the maturity date of the 2026 notes), the
redemption price for those notes will equal 100% of the principal amount of such notes to be redeemed.
The redemption price for the notes will include, in each case, accrued but unpaid interest to the date of redemption on the
principal amount of notes to be redeemed.
On and after the redemption date, interest will cease to accrue on the notes or any portion thereof called for redemption, unless we
default in the payment of the redemption price and accrued interest. On or before the redemption date, we will deposit with a
paying agent, or the trustee, money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on
such date. If less than all of any particular series of the notes are to be redeemed, the notes in such series to be redeemed shall
be selected in accordance with the procedures of the Depositary or, in the absence of any such provision, by such method as the
trustee shall deem fair and appropriate.
Definitions
"Treasury Rate" means, with respect to any redemption date for the notes, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.
The Treasury Rate will be calculated on and as of the third business day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having
a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers, to be appointed by us.
"Comparable Treasury Price" means, with respect to any redemption date for the notes:

· the average of the Reference Treasury Dealer Quotations obtained by us for that redemption date, after excluding the highest
and lowest of such Reference Treasury Dealer Quotations; or

· if we obtain fewer than four Reference Treasury Dealer Quotations, the average of all quotations obtained by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by us, of the bid and asked prices for the Comparable Treasury
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