Obligation Global Dynamics 2.25% ( US369550AQ11 ) en USD

Global Dynamics

100 % ⇌

Etas-Unis

US369550AQ11 ( en USD )

2.25% par an ( paiement semestriel )

15/07/2016 - Obligation échue

Prospectus brochure de l'obligation General Dynamics US369550AQ11 en USD 2.25%, échue

2 000 USD

500 000 000 USD

369550AQ1

A+ ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

General Dynamics est une entreprise américaine de défense et d'aérospatiale qui conçoit, produit et vend des systèmes d'armes, des technologies de l'information et des produits aérospatiaux aux gouvernements et aux clients commerciaux.

L'Obligation émise par Global Dynamics ( Etas-Unis ) , en USD, avec le code ISIN US369550AQ11, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2016

L'Obligation émise par Global Dynamics ( Etas-Unis ) , en USD, avec le code ISIN US369550AQ11, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Global Dynamics ( Etas-Unis ) , en USD, avec le code ISIN US369550AQ11, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/40533/000119312511183921/d...
424B5 1 d424b5.htm FILED PURSUANT TO RULE 424(B)(5)
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-155980
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit (1)
Price

Fee (1)
1.375% Notes due 2015

$ 500,000,000
99.840%
$499,200,000
$57,957
2.250% Notes due 2016

$ 500,000,000
99.877%
$499,385,000
$57,979
3.875% Notes due 2021

$ 500,000,000
99.835%
$499,175,000
$57,954
Guarantees

$1,500,000,000
N/A (2)
N/A (2)

N/A (2)

(1) This registration fee is calculated pursuant to Rule 457(o) under the Securities Act.

(2) No separate consideration will be received for any guarantees. Pursuant to Rule 457(n), no separate fee is required to be paid in
respect of the guarantees of the debt securities which are being registered concurrently.
1 of 39
7/8/2011 8:11 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/40533/000119312511183921/d...
Table of Contents
Prospectus Supplement
(To Prospectus dated December 8, 2008)
$500,000,000 1.375% Notes due 2015
$500,000,000 2.250% Notes due 2016
$500,000,000 3.875% Notes due 2021
Interest payable January 15 and July 15
We are offering $500,000,000 principal amount of 1.375% notes due 2015 (the "2015 notes"), $500,000,000 principal
amount of 2.250% notes due 2016 (the "2016 notes") and $500,000,000 principal amount of 3.875% notes due 2021 (the "2021
notes," and together with the 2015 notes and the 2016 notes, the "notes").
We will pay interest on the notes on January 15 and July 15 of each year, beginning January 15, 2012. 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 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.
See "Risk factors" beginning on page S-3 for a discussion of certain risks that you should consider in connection with
an investment in the notes.
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 2015
Per 2016
Per 2021

Note

Total

Note

Total

Note

Total

Price to Public (1)
99.840% $499,200,000 99.877% $499,385,000 99.835% $499,175,000
Underwriting Discounts and Commissions
0.250%
$ 1,250,000 0.350% $ 1,750,000 0.450% $ 2,250,000
Proceeds, Before Expenses, to us (1)
99.590% $497,950,000 99.527% $497,635,000 99.385% $496,925,000

(1) Plus accrued interest, if any, from July 12, 2011, if settlement occurs after that date.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust
Company and its participants, including Euroclear Bank S.A., N.V. and Clearstream Banking, société anonyme, on or about July
12, 2011.
Joint Book-Running Managers

BofA Merrill Lynch

J.P. Morgan

RBS
Wells Fargo Securities
BBVA
Senior Co-Managers

Goldman, Sachs and Co.

Lazard Capital Markets

Lloyds Securities
Mitsubishi UFJ Securities

Mizuho Securities

US Bancorp
Co-Managers

ANZ Securities
Barclays Capital

BNY Mellon Capital Markets, LLC
Cowen and Company

PNC Capital Markets LLC

SMBC Nikko
2 of 39
7/8/2011 8:11 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/40533/000119312511183921/d...
SunTrust Robinson Humphrey

TD Securities

The Williams Capital Group, L.P.

Scotia Capital

July 5, 2011
3 of 39
7/8/2011 8:11 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/40533/000119312511183921/d...
Table of Contents
Table of Contents
Prospectus Supplement

Where You Can Find More Information

S-2
Risk Factors

S-3
Recent Developments

S-4
General Dynamics Corporation

S-4
Use of Proceeds

S-6
Consolidated Ratio of Earnings to Fixed Charges

S-6
Capitalization

S-7
Selected Financial Data

S-8
Description of the Notes and Guarantees

S-9
Certain U.S. Federal Tax Consequences

S-13
Underwriting

S-16
Legal matters

S-19
Experts

S-19
Prospectus

About This Prospectus

1

Special Note on Forward-looking Statements

2

Where You Can Find More Information

2

General Dynamics Corporation

4

Risk Factors

4

Consolidated Ratio of Earnings to Fixed Charges

4

Use of Proceeds

4

Description of the Debt Securities and Guarantees

5

Plan of Distribution

15

Legal Matters

15

Experts

15

You should read this prospectus supplement along with the accompanying prospectus carefully 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 or in any free writing prospectus
prepared by or on behalf of us 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 not assume that
the information contained in this prospectus supplement and the accompanying prospectus, as well as the information
incorporated by reference, is accurate as of any date other than the date on the front cover of this prospectus supplement, or
the date of such incorporated information.
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 Corporation, Bath Iron Works Corporation,
Electric Boat Corporation, General Dynamics Armament and Technical Products, Inc., General Dynamics Government Systems
Corporation, General Dynamics Land Systems Inc., General Dynamics Ordnance and Tactical Systems, 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.

S-1
4 of 39
7/8/2011 8:11 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/40533/000119312511183921/d...
Table of Contents
Where You Can Find More Information
We file annual, quarterly and current reports, proxy statements and other information with 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, 2010 filed on February 18, 2011;

· Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2011 filed on May 3, 2011; and

· Current Reports on Form 8-K filed on March 4 (as amended on May 6), March 7 (as amended on March 14), May 10

and May 23, 2011.
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
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.

S-2
5 of 39
7/8/2011 8:11 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/40533/000119312511183921/d...
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 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, 2010:

· our dependence on the U.S. government for a significant portion of our revenues;

· the fact that U.S. government contracts are not always fully funded at inception and are subject to termination;

· 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 dependence of our earnings and margins on our ability to perform under our contracts;

· the dependence of our earnings and margins in part on subcontractor performance, as well as raw material and component

availability and pricing;

· the fact that international sales and operations are subject to greater risks that sometimes are associated with doing

business in foreign countries;

· the dependence of our future success, in part, on our ability to develop new products and maintain a qualified workforce to

meet the needs of our customers;

· the fact that developing new technologies entails significant risks and uncertainties that may not be covered by indemnity or

insurance; and

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

involve risks and uncertainties.
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.

S-3
6 of 39
7/8/2011 8:11 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/40533/000119312511183921/d...
Table of Contents
Recent Developments
Credit Facilities
We have approximately $2 billion in bank credit facilities that provide back-up liquidity to our commercial paper program.
These credit facilities consist of a $975 million multi-year facility expiring in December 2011 and a $1 billion multi-year facility
expiring in July 2013. We are currently in negotiations to replace the facility that expires in December 2011 with a $1 billion
multi-year credit facility, but we can give you no assurance that we will enter into such facility or as to the terms of such facility.
Additionally, a number of our international subsidiaries have available local bank credit facilities aggregating approximately $1.4
billion.
General Dynamics Corporation
General Dynamics offers a broad portfolio of products and services in business aviation; combat vehicles, weapons systems
and munitions; shipbuilding design and construction; and information systems, technologies and services.
General Dynamics operates through four business groups--Aerospace, Combat Systems, Marine Systems and Information
Systems and Technology.
Aerospace
Our Aerospace group designs, manufactures and outfits a comprehensive family of mid- and large-cabin business-jet aircraft,
and provides maintenance, refurbishment, outfitting and aircraft services for a variety of business-jet, narrow-body and wide-body
and aircraft customers globally. With more than 50 years of experience at the forefront of the business-jet aviation market, the
Aerospace group is noted for:

· superior aircraft design, quality, safety and reliability;

· technologically advanced cockpit and cabin systems and

· industry-leading product service and support.
Combat Systems
Our Combat Systems group is a global leader in the design, development, production, support and enhancement of tracked and
wheeled military vehicles, weapons systems and munitions for the United States and its allies. The group's product lines include:

· wheeled combat and tactical vehicles;

· main battle tanks and tracked infantry vehicles;

· munitions and propellant;

· rockets and gun systems and

· drivetrain components and aftermarket parts.
Marine Systems
Our Marine Systems group designs, builds and supports submarines and surface ships for the U.S. Navy and Jones Act ships
for commercial customers. The group is one of two primary shipbuilders for the Navy. The group's diverse portfolio of platforms and
capabilities includes:

· nuclear-powered submarines (Virginia Class);

· surface combatants (DDG-51, DDG-1000);

S-4
7 of 39
7/8/2011 8:11 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/40533/000119312511183921/d...
Table of Contents

· auxiliary and combat-logistics ships (T-AKE, Mobile Landing Platform);

· commercial ships (Jones Act ships);

· design and engineering support (SSBN) and

· overhaul, repair and lifecycle support services.
Information Systems and Technology
Our Information Systems and Technology group provides critical technologies, products and services that support a wide
range of government and commercial communication and information-sharing needs. The group consists of a three-part portfolio
centered on tactical communication systems, information technology services, and intelligence, surveillance and reconnaissance
systems.
Tactical communication systems--The group designs, manufactures and delivers trusted and secure communications systems,
command-and-control systems and operational hardware to customers within the U.S. Department of Defense, the intelligence
community and federal civilian agencies, and to international customers. Our leadership in this market results from decades of
experience with previous systems, incumbency on today's programs and an ongoing record of innovation that encompasses key
technologies at the center of our customers' missions. These include:

· ruggedized mobile computing solutions with embedded wireless capability;
· information assurance and encryption technologies, products, systems and services that ensure the security and integrity of

digital communications worldwide;

· digital switching, broadband networking and automated network management;

· battlespace command-and-control systems and

· fixed and mobile radio and satellite communications systems and antenna technologies.
Information technology services--The group provides mission-critical information technology (IT) and highly specialized
mission-support services to the U.S. defense and intelligence communities, the Department of Homeland Security and other federal
civilian agencies, and commercial and international customers. The group specializes in:

· design, development, integration, maintenance and security of wireless and wire-line networks and enterprise

infrastructure;

· mission-operations simulation and training systems and services;

· large-scale data center consolidation and modernization and

· healthcare technology solutions and services.
Intelligence, surveillance and reconnaissance systems--We also provide mission-related systems development, integration
and operations support to customers in the U.S. defense, intelligence and homeland security communities, and to U.S. allies. These
offerings include:

· open-architecture mission systems;

· signals and information collection, processing and distribution systems;

· design, development and integration of imagery solutions;

· sensors and cameras;

· special-purpose computing and

· cyber security services and products.

S-5
8 of 39
7/8/2011 8:11 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/40533/000119312511183921/d...
Table of Contents
Use of Proceeds
The estimated net proceeds of the offering of the notes, after deducting underwriting discounts and our expenses, are expected
to be $1,491,760,000. We anticipate using the net proceeds of the offering to repay $750 million principal amount of our 1.800%
Notes due July 15, 2011 upon maturity and for general corporate purposes.
Consolidated Ratio of Earnings to Fixed Charges
The following table shows our ratio of earnings to fixed charges for each of the periods indicated:

Year ended December 31,
Three months ended

2006
2007
2008
2009
2010
April 3, 2011
Ratio of earnings to fixed charges

12.3
15.8
18.1
14.6
15.9
16.7

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
9 of 39
7/8/2011 8:11 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/40533/000119312511183921/d...
Table of Contents
Capitalization
The following table sets forth the unaudited consolidated capitalization of General Dynamics (a) at April 3, 2011 on a
historical basis and (b) at April 3, 2011 as adjusted to give effect to the offering of the notes and the use of a portion of the net
proceeds therefrom to repay $750 million principal amount of our 1.800% Notes due July 15, 2011 upon maturity. You should read
this table in conjunction with financial data contained elsewhere in this prospectus supplement and the consolidated financial
statements and the related notes included in our Annual Report on Form 10-K for the year ended December 31, 2010 and our
Quarterly Report on Form 10-Q for the three-month period ended April 3, 2011, which are incorporated by reference into this
prospectus supplement.

April 3, 2011

(Dollars in millions)

Actual
As adjusted
Cash and cash equivalents

$ 2,484
$
3,226

Debt

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

$
792
$
42
Long-term debt

$ 2,411
$
2,411
2015 Notes offered hereby

$

--

$

500
2016 Notes offered hereby

$

--

$

500
2021 Notes offered hereby

$

--

$

500
Total long-term debt

$ 2,411
$
3,911

Total debt

$ 3,203
$
3,953

Shareholders' equity

Common stock, including surplus

$ 2,263
$
2,263
Retained earnings

$17,518
$
17,518
Treasury stock

$ (4,647)
$
(4,647)
Accumulated other comprehensive income

$ (1,257)
$
(1,257)

Total shareholders' equity

$13,877
$
13,877

Total capitalization

$17,080
$
17,830

S-7
10 of 39
7/8/2011 8:11 AM