Obligation Global Dynamics 3.5% ( US369550BG20 ) en USD

Global Dynamics

100 % ▲

Etas-Unis

US369550BG20 ( en USD )

3.5% par an ( paiement semestriel )

15/05/2025 - Obligation échue

Prospectus brochure de l'obligation General Dynamics US369550BG20 en USD 3.5%, échue

2 000 USD

750 000 000 USD

369550BG2

A- ( Qualité moyenne supérieure )

A3 ( 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 US369550BG20, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2025

L'Obligation émise par Global Dynamics ( Etas-Unis ) , en USD, avec le code ISIN US369550BG20, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Global Dynamics ( Etas-Unis ) , en USD, avec le code ISIN US369550BG20, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d585460d424b5.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)
Floating Rate Notes due 2020

$500,000,000

100.000%

$500,000,000

$62,250
Floating Rate Notes due 2021

$500,000,000

100.000%

$500,000,000

$62,250
2.875% Notes due 2020

$2,000,000,000

99.646%

$1,992,920,000

$248,119
3.000% Notes due 2021

$2,000,000,000

99.305%

$1,986,100,000

$247,270
3.375% Notes due 2023

$750,000,000

99.616%

$747,120,000

$93,017
3.500% Notes due 2025

$750,000,000

98.774%

$740,805,000

$92,231
3.750% Notes due 2028

$1,000,000,000

99.438%

$994,380,000

$123,801
Guarantees

$7,500,000,000

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 $928,938.
(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)

$500,000,000 Floating Rate Notes due 2020
$500,000,000 Floating Rate Notes due 2021
$2,000,000,000 2.875% Notes due 2020
$2,000,000,000 3.000% Notes due 2021
$750,000,000 3.375% Notes due 2023
$750,000,000 3.500% Notes due 2025
$1,000,000,000 3.750% Notes due 2028
We are offering $500,000,000 aggregate principal amount of Floating Rate Notes due 2020 (the "2020 floating rate notes"), $500,000,000 aggregate principal amount
of Floating Rate Notes due 2021 (the "2021 floating rate notes" and, together with the 2020 floating rate notes, the "floating rate notes"), $2,000,000,000 aggregate
principal amount of 2.875% Notes due 2020 (the "2020 notes"), $2,000,000,000 aggregate principal amount of 3.000% Notes due 2021 (the "2021 notes"),
$750,000,000 aggregate principal amount of 3.375% Notes due 2023 (the "2023 notes"), $750,000,000 aggregate principal amount of 3.500% Notes due 2025 (the
"2025 notes") and $1,000,000,000 aggregate principal amount of 3.750% Notes due 2028 (the "2028 notes" and, together with the 2020 notes, the 2021 notes, the 2023
notes and the 2025 notes, the "fixed rate notes"). We refer to the floating rate notes and the fixed rate notes collectively as the "notes."
The 2020 floating rate notes will mature on May 11, 2020 and will bear interest at a floating rate, reset quarterly, equal to Three-Month LIBOR (as defined herein) plus
29 basis points. The 2021 floating rate notes will mature on May 11, 2021 and will bear interest at a floating rate, reset quarterly, equal to Three-Month LIBOR plus 38
basis points. Interest on the floating rate notes will be payable quarterly, in arrears, on February 11, May 11, August 11 and November 11 of each year, beginning
August 11, 2018.
The 2020 notes will mature on May 11, 2020 and will bear interest at the rate of 2.875% per annum. The 2021 notes will mature on May 11, 2021 and will bear interest
at the rate of 3.000% per annum. The 2023 notes will mature on May 15, 2023 and will bear interest at the rate of 3.375% per annum. The 2025 notes will mature on
May 15, 2025 and will bear interest at the rate of 3.500% per annum. The 2028 notes will mature on May 15, 2028 and will bear interest at the rate of 3.750% per
annum. Interest on the 2020 notes and 2021 notes will be payable semi-annually, in arrears, on May 11 and November 11 of each year, beginning November 11, 2018.
Interest on the 2023 notes, 2025 notes and 2028 notes will be payable semi-annually, in arrears, on May 15 and November 15 of each year, beginning November 15,
2018.
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The floating rate notes are not redeemable prior to maturity. We may redeem the fixed rate 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 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 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-6 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 2020
Per 2021
Per
Per
Per
Per
Per
Floating
Floating
2020
2021
2023
2025
2028

Rate Note
Total
Rate Note
Total
Note
Total
Note
Total
Note
Total
Note
Total
Note
Total

Price to Public (1)
100.000% $500,000,000 100.000% $500,000,000 99.646% $1,992,920,000 99.305% $1,986,100,000 99.616% $747,120,000 98.774% $740,805,000 99.438% $994,380,000
Underwriting Discounts

0.200% $
1,000,000
0.250% $
1,250,000 0.200% $
4,000,000 0.250% $
5,000,000 0.350% $
2,625,000 0.400% $
3,000,000 0.450% $
4,500,000
Proceeds, Before Expenses, to us (1)

99.800% $499,000,000
99.750% $498,750,000 99.446% $1,988,920,000 99.055% $1,981,100,000 99.266% $744,495,000 98.374% $737,805,000 98.988% $989,880,000

(1)
Plus accrued interest from May 11, 2018, 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 May 11, 2018.
Joint Book-Running Managers

BofA Merrill Lynch

RBC Capital Markets
Wells Fargo Securities
Senior Co-Managers

BBVA
Lloyds Securities

Co-Managers

Mizuho Securities
MUFG

Scotiabank
SMBC Nikko
US Bancorp

Academy Securities

PNC Capital Markets LLC
TD Securities

The Williams Capital Group, L.P.

Blaylock Van, LLC
Drexel Hamilton
May 8, 2018
Table of Contents
TABLE OF CONTENTS

Prospectus supplement

Where you can find more information

ii
Special note on forward-looking statements

iii
Summary
S-1
Risk factors
S-6
General Dynamics Corporation
S-8
Use of proceeds
S-9
Consolidated ratio of earnings to fixed charges
S-10
Capitalization
S-11
Description of the notes and guarantees
S-12
Material U.S. federal tax consequences
S-19
Underwriting (conflicts of interest)
S-23
Legal matters
S-29
Experts
S-29
Prospectus

About this prospectus

1
Special note on forward-looking statements

1
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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
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

i
Table of Contents
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. 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"). 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 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, 2017, filed on February 12, 2018;

· Quarterly Report on Form 10-Q for the quarter ended April 1, 2018, filed on April 25, 2018; and

· Current Reports on Form 8-K filed on February 12, 2018 (only with respect to Item 1.01 and Exhibit 2.1 in Item 9.01), March 5, 2018, March 20,

2018, March 27, 2018, April 3, 2018 (as amended on May 7, 2018) and May 8, 2018.
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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 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.

ii
Table of Contents
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, which are based on management's 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. These include but are not limited to projections of revenues, earnings, operating margins, segment performance, cash
flows, contract awards, aircraft production, deliveries, dividends 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 certain 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 and in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, 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 and C4ISR (command, control, communications, computers,
intelligence, surveillance and reconnaissance) solutions; and shipbuilding and ship repair. The Company was incorporated in Delaware in 1952.
Recent developments
CSRA acquisition
On April 3, 2018, we completed our acquisition of CSRA Inc., a Nevada corporation ("CSRA"). CSRA is now part of General Dynamics Information
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Technology ("GDIT"). The combination of GDIT and CSRA creates a premier provider of high-tech information technology (IT) solutions to the
government IT market.
The aggregate amount of cash consideration paid by us in connection with the acquisition, including amounts to repay CSRA's due and payable debt
and cash out outstanding stock options and restricted stock units of CSRA, was approximately $9.7 billion. This amount was funded by a combination
of available cash on hand, an advance of $7.5 billion under our 364-day revolving credit facility and proceeds from commercial paper issuances. In
addition, we paid approximately $450 million to satisfy obligations under CSRA's accounts receivable purchase agreement.
The offering

Issuer
General Dynamics Corporation

Guarantors
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

Notes
$500,000,000 aggregate principal amount of Floating Rate Notes due 2020.

$500,000,000 aggregate principal amount of Floating Rate Notes due 2021.

S-1
Table of Contents

$2,000,000,000 aggregate principal amount of 2.875% Notes due 2020.

$2,000,000,000 aggregate principal amount of 3.000% Notes due 2021.

$750,000,000 aggregate principal amount of 3.375% Notes due 2023.

$750,000,000 aggregate principal amount of 3.500% Notes due 2025.

$1,000,000,000 aggregate principal amount of 3.750% Notes due 2028.

Maturity dates
The 2020 floating rate notes will mature on May 11, 2020. The 2021 floating rate notes will
mature on May 11, 2021.

The 2020 notes will mature on May 11, 2020. The 2021 notes will mature on May 11, 2021.

The 2023 notes will mature on May 15, 2023. The 2025 notes will mature on May 15, 2025.
The 2028 notes will mature on May 15, 2028.

Interest rates
The 2020 floating rate notes will bear interest at a floating rate, reset quarterly, equal to
Three-Month LIBOR (as defined herein) plus 29 basis points. The 2021 floating rate notes
will bear interest at a floating rate, reset quarterly, equal to Three-Month LIBOR plus
38 basis points. See "Description of the notes and guarantees--General terms of the floating
rate notes."

The 2020 notes will bear interest at the rate of 2.875% per annum. The 2021 notes will bear
interest at the rate of 3.000% per annum. The 2023 notes will bear interest at the rate of

3.375% per annum. The 2025 notes will bear interest at the rate of 3.500% per annum. The
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2028 notes will bear interest at the rate of 3.750% per annum.

Interest payment dates
Interest on the floating rate notes will be payable quarterly, in arrears, on February 11, May
11, August 11 and November 11 of each year, beginning on August 11, 2018.

Interest on the 2020 notes and 2021 notes will be payable semi-annually, in arrears, on May

11 and November 11 of each year, beginning on November 11, 2018.

Interest on the 2023 notes, 2025 notes and 2028 notes will be payable semi-annually, in

arrears, on May 15 and November 15 of each year, beginning on November 15, 2018.

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.

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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
The floating rate notes are not redeemable at our option prior to maturity.

Each series of fixed rate 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 fixed rate 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 such fixed rate 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 2020 notes, 10 basis points in the case of the 2021 notes, 10 basis
points in the case of the 2023 notes, 12.5 basis points in the case of the 2025 notes and 15
basis points in the case of the 2028 notes;

provided, that (i) if we redeem any 2023 notes on or after April 15, 2023 (one month prior to
the maturity date of the 2023 notes), (ii) if we redeem any 2025 notes on or after March 15,
2025 (two months prior to the maturity date of the 2025 notes) and (iii) if we redeem any

2028 notes on or after February 15, 2028 (three months prior to the maturity date of the 2028
notes), the redemption price for those fixed rate notes will equal 100% of the principal
amount of such fixed rate notes to be redeemed.

The redemption price for such fixed rate notes will include, in each case, accrued but unpaid
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interest to but excluding the date of redemption on the principal amount of fixed rate 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

S-3
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agent (which may be the trustee) for such fixed rate notes, on or prior to the date fixed for
such redemption, of money sufficient to pay the redemption price and accrued interest on

such fixed rate 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 fixed rate 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 May 11, 2018.

CUSIPs/ISINs
369550 BB3 / US369550BB33 for the 2020 floating rate notes.

369550 BF4 / US369550BF47 for the 2021 floating rate notes.

369550 BA5 / US369550BA59 for the 2020 notes.

369550 BE7 / US369550BE71 for the 2021 notes.

369550 BD9 / US369550BD98 for the 2023 notes.

369550 BG2 / US369550BG20 for the 2025 notes.

369550 BC1 / US369550BC16 for the 2028 notes.

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.

Calculation agent
The Bank of New York Mellon.

Timing and delivery
We currently expect delivery of the notes to occur on or about May 11, 2018.

Use of proceeds
The net proceeds from this offering, after deducting the underwriting discounts and our
estimated expenses, are expected to be approximately $7.428 billion. We intend to use the
net proceeds from this offering to repay outstanding borrowings under our 364-day revolving
credit facility (the "364-Day Credit Facility"), which we incurred to finance a portion of the
purchase price for the CSRA acquisition. See "Use of proceeds."

Joint book-running managers
Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and Wells
Fargo Securities, LLC

S-4
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Table of Contents
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 outstanding
borrowings under our 364-Day Credit Facility, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wells Fargo Securities, LLC, RBC Capital Markets, LLC, BBVA Securities
Inc., Lloyds Securities Inc., Mizuho Securities USA LLC and MUFG Securities Americas
Inc. or certain of their respective affiliates will 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-5
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, 2017:

· 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 group is subject to changing customer demand for business aircraft;

· 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 various 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 cyber security events and other disruptions.
Risks relating to each of 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
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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.
Risks relating to the floating rate notes
The amount of interest payable on the floating rate notes is set only once per Interest Period of the floating rate notes based on the three-month U.S.
dollar LIBOR on the applicable LIBOR Determination Date, which rate may fluctuate substantially.
In the past, the level of the three-month U.S. dollar London Interbank Offered Rate ("LIBOR") has experienced significant fluctuations. Historical levels,
fluctuations and trends of the three-month U.S. dollar LIBOR are not

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necessarily indicative of future levels. Any historical upward or downward trend in the three-month U.S. dollar LIBOR is not an indication that the three-
month U.S. dollar LIBOR is more or less likely to increase or decrease at any time, and you should not take the historical levels of the three-month U.S.
dollar LIBOR as an indication of its future performance. Additionally, although the actual three-month U.S. dollar LIBOR on a Floating Rate Note Interest
Payment Date (as defined herein) or at other times during an Interest Period (as defined herein) may be higher than the three-month U.S. dollar LIBOR on
the applicable LIBOR Determination Date (as defined herein), the only relevant date for purposes of determining the interest payable on the floating rate
notes is the applicable LIBOR Determination Date for such Interest Period. Changes in the three-month U.S. dollar LIBOR between LIBOR Determination
Dates will not affect the interest payable on the floating rate notes. As a result, changes in the three-month U.S. dollar LIBOR may not result in a
comparable change in the market value of the floating rate notes.
Increased regulatory oversight, uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR may adversely affect the
value of and return on the floating rate notes. LIBOR is the subject of recent national and international regulatory guidance and proposals for reform.
Regulators and law enforcement agencies in the United Kingdom and elsewhere are conducting civil and criminal investigations into whether banks that
provide rates in connection with the calculation of daily LIBOR may have been under-reporting or otherwise manipulating or attempting to manipulate
LIBOR. A number of banks have entered into settlements with their regulators and law enforcement agencies with respect to this alleged manipulation of
LIBOR.
Actions by the ICE Benchmark Administration Limited ("IBA") (the independent administration of LIBOR), regulators or law enforcement agencies may
result in changes in the methods pursuant to which LIBOR is determined or the establishment of alternative reference rates. For example, on July 27, 2017,
the United Kingdom Financial Conduct Authority ("FCA"), which regulates LIBOR, announced that it intends to stop persuading or compelling banks to
submit rates for the calculation of LIBOR to the administrator of LIBOR after 2021 ("FCA Announcement"). The FCA Announcement indicates that the
continuation of LIBOR on the current basis is not guaranteed after 2021. It is not possible to predict the effect of the FCA Announcement, any changes in
the methods pursuant to which LIBOR rates are determined, any establishment of alternative reference rates or any other reforms to LIBOR that may be
enacted in the United Kingdom and elsewhere, which may adversely affect the trading market for LIBOR based securities, including the floating rate notes,
or result in the phasing out of LIBOR as a reference rate for securities. In addition, any changes announced by the FCA (including the FCA
Announcement), the IBA or any other successor governance or oversight body, or future changes adopted by any such body, in the method pursuant to
which LIBOR rates are determined may result in a sudden or prolonged increase or decrease in reported LIBOR rates. If that were to occur, the level of
interest payments would be affected and the value of the floating rate notes may be materially adversely affected.
Further, if the three-month U.S. dollar LIBOR is not available on a LIBOR Determination Date, the terms of the floating rate notes will require alternative
determination procedures that may result in interest payments differing from expectations, which could materially adversely affect the value of the floating
rate notes. Such alternative determination procedures are described under "Description of the notes and guarantees--General terms of the floating rate
notes."

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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 and C4ISR (command, control, communications, computers, intelligence,
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surveillance and reconnaissance) solutions; and shipbuilding and ship repair.
We were incorporated in Delaware in 1952. The company grew organically and through acquisitions until the early 1990s, when we sold nearly our entire
portfolio except for our military-vehicle and submarine businesses. Starting in the mid-1990s, we began expanding again by acquiring Gulfstream
Aerospace Corporation, combat-vehicle-related businesses, IT product and service companies and additional shipyards, forming the foundation of our
company today.
We continue to expand our business through organic growth and acquisitions. We focus on delivering superior products and services to our customers and
creating value for our shareholders through a relentless focus on operational excellence and continuous improvement.

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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 $7.428
billion. We intend to use the net proceeds from this offering to repay outstanding borrowings under our 364-Day Credit Facility, which we incurred to
finance a portion of the purchase price for the CSRA acquisition. As of May 4, 2018, there was approximately $7.5 billion in aggregate principal amount of
loans outstanding under the 364-Day Credit Facility, bearing interest at an annual interest rate of 2.375%. The 364-Day Credit Facility matures on
March 15, 2019.
As a result of our intended use of the net proceeds from this offering to repay outstanding borrowings under our 364-Day Credit Facility, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, RBC Capital Markets, LLC, BBVA Securities Inc., Lloyds Securities Inc., Mizuho
Securities USA LLC and MUFG Securities Americas Inc. or certain of their respective affiliates will 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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CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following table shows our consolidated ratio of earnings to fixed charges for each of the periods indicated. On January 1, 2017, we adopted
Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), using the retrospective method. Our
consolidated ratios of earnings to fixed charges for the year ended December 31, 2017 and the quarter ended April 1, 2018 reflect the adoption of ASC
Topic 606, and our consolidated ratios of earnings to fixed charges for the years ended December 31, 2016 and 2015 have been restated to reflect the
adoption of ASC Topic 606. Our consolidated ratios of earnings to fixed charges for the years ended December 31, 2014 and 2013 have not been restated
to reflect the adoption of ASC Topic 606.

Year ended December 31,
Quarter ended

2013
2014
2015
2016
2017
April 1, 2018
Ratio of earnings to fixed charges
18.8 20.2 23.7 19.7 20.3
17.3
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.

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CAPITALIZATION
The following table sets forth the unaudited consolidated capitalization of General Dynamics (i) at December 31, 2017 on a historical basis, (ii) at
December 31, 2017 on a pro forma basis, giving effect to the consummation of the CSRA acquisition and the incurrence of indebtedness in connection
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