General Dynamics Corporation
General Dynamics Corporation is a defense company. The
c
ompany offers products and services in business aviation; combat vehicles, weapons systems and munitions; shipbuilding design and construction; and information systems, technologies and services.
This Basket
Stock
trades on the
New York Stock Exchange
under the symbol
GD
. The company’s CIK number is
0000040533
.
|
High ($)
|
Low ($)
|
2008
|
|
|
First Quarter
|
88.93
|
78.85
|
Second Quarter
|
94.60
|
82.90
|
Third Quarter
|
94.25
|
71.40
|
Fourth Quarter
|
72.00
|
48.54
|
2009
|
|
|
First Quarter
|
61.23
|
36.31
|
Second Quarter
|
60.46
|
42.19
|
Third Quarter
|
64.61
|
51.54
|
Fourth Quarter
|
70.66
|
62.55
|
2010
|
|
|
First Quarter
|
78.48
|
66.35
|
Second Quarter
|
78.67
|
58.56
|
Third Quarter
|
64.32
|
55.87
|
Fourth Quarter
|
71.10
|
61.75
|
2011
|
|
|
First Quarter
|
78.11
|
69.97
|
Second Quarter
|
77.42
|
69.37
|
Third Quarter
|
75.81
|
55.87
|
Fourth Quarter
|
66.92
|
55.67
|
2012
|
|
|
First Quarter
|
73.91
|
67.40
|
Second Quarter
|
74.09
|
61.96
|
Third Quarter
|
67.20
|
61.99
|
Fourth Quarter
|
70.40
|
62.13
|
2013
|
|
|
First Quarter
|
71.86
|
64.57
|
Second Quarter
|
79.12
|
65.99
|
Third Quarter
|
89.65
|
78.07
|
Fourth Quarter
|
95.55
|
84.28
|
2014
|
|
|
First Quarter
|
112.66
|
94.46
|
Second Quarter
|
120.89
|
104.99
|
Third Quarter
|
129.45
|
114.39
|
Fourth Quarter
|
145.36
|
117.85
|
2015
|
|
|
First Quarter
|
142.24
|
132.19
|
Second Quarter
|
145.99
|
131.27
|
Third Quarter
|
153.28
|
135.11
|
Fourth Quarter
|
150.78
|
136.71
|
2016
|
|
|
First Quarter
|
138.24
|
124.18
|
Second Quarter
|
145.71
|
130.84
|
Third Quarter (through the pricing date)
|
154.63
|
138.41
|
Accelerated Return Notes
®
|
TS-
10
|
Accelerated Return Notes
®
Linked to a Basket of Three Defense Industry Stocks, due November
24
, 2017
|
|
Lockheed Martin Corporation
Lockheed Martin Corporation is a security company that primarily researches, designs, develops, manufactures, and integrates technology products and services. The
c
ompany's businesses
include
space, telecommunications, electronics, information and services, aeronautics, energy, and systems integration.
This Basket
Stock
trades on the
New York Stock Exchange
under the symbol
LMT
. The company’s CIK number is
0000936468
.
|
High ($)
|
Low ($)
|
2008
|
|
|
First Quarter
|
109.78
|
99.30
|
Second Quarter
|
109.94
|
98.66
|
Third Quarter
|
119.59
|
100.26
|
Fourth Quarter
|
108.85
|
67.97
|
2009
|
|
|
First Quarter
|
85.55
|
58.18
|
Second Quarter
|
86.17
|
67.31
|
Third Quarter
|
82.49
|
73.13
|
Fourth Quarter
|
78.93
|
68.32
|
2010
|
|
|
First Quarter
|
86.90
|
74.41
|
Second Quarter
|
86.92
|
74.50
|
Third Quarter
|
76.15
|
68.48
|
Fourth Quarter
|
73.29
|
68.04
|
2011
|
|
|
First Quarter
|
82.27
|
69.87
|
Second Quarter
|
81.79
|
75.73
|
Third Quarter
|
81.97
|
66.87
|
Fourth Quarter
|
81.52
|
71.16
|
2012
|
|
|
First Quarter
|
90.85
|
79.98
|
Second Quarter
|
91.70
|
80.82
|
Third Quarter
|
93.80
|
86.02
|
Fourth Quarter
|
94.87
|
87.58
|
2013
|
|
|
First Quarter
|
96.52
|
86.70
|
Second Quarter
|
108.85
|
94.53
|
Third Quarter
|
130.84
|
106.40
|
Fourth Quarter
|
148.84
|
122.03
|
2014
|
|
|
First Quarter
|
166.84
|
146.07
|
Second Quarter
|
168.08
|
153.82
|
Third Quarter
|
182.78
|
157.21
|
Fourth Quarter
|
196.84
|
172.61
|
2015
|
|
|
First Quarter
|
206.62
|
188.37
|
Second Quarter
|
201.44
|
185.52
|
Third Quarter
|
213.02
|
187.30
|
Fourth Quarter
|
226.43
|
204.75
|
2016
|
|
|
First Quarter
|
222.96
|
206.08
|
Second Quarter
|
248.17
|
223.11
|
Third Quarter (through the pricing date)
|
266.50
|
237.41
|
Accelerated Return Notes
®
|
TS-
11
|
Accelerated Return Notes
®
Linked to a Basket of Three Defense Industry Stocks, due November
24
, 2017
|
|
Raytheon Company
Raytheon Company is a technology company specializing in defense, homeland security and other government markets. The
c
ompany provides electronics, mission systems integration and other capabilities in the areas of sensing, effects, and command, control, communications and intelligence systems, as well as mission support services.
This Basket
Stock
trades on the
New York Stock Exchange
under the symbol
RTN
. The company’s CIK number is
0001047122
.
|
High ($)
|
Low ($)
|
2008
|
|
|
First Quarter
|
67.11
|
59.82
|
Second Quarter
|
66.63
|
56.00
|
Third Quarter
|
61.71
|
53.51
|
Fourth Quarter
|
54.00
|
43.40
|
2009
|
|
|
First Quarter
|
52.67
|
33.57
|
Second Quarter
|
48.27
|
38.47
|
Third Quarter
|
48.33
|
42.08
|
Fourth Quarter
|
53.44
|
45.18
|
2010
|
|
|
First Quarter
|
57.67
|
50.73
|
Second Quarter
|
60.01
|
48.39
|
Third Quarter
|
49.64
|
43.21
|
Fourth Quarter
|
48.33
|
44.45
|
2011
|
|
|
First Quarter
|
52.51
|
46.09
|
Second Quarter
|
51.49
|
47.93
|
Third Quarter
|
50.11
|
38.83
|
Fourth Quarter
|
49.07
|
39.50
|
2012
|
|
|
First Quarter
|
52.96
|
47.99
|
Second Quarter
|
56.59
|
49.30
|
Third Quarter
|
58.40
|
54.28
|
Fourth Quarter
|
59.28
|
54.00
|
2013
|
|
|
First Quarter
|
59.01
|
52.67
|
Second Quarter
|
68.07
|
56.22
|
Third Quarter
|
80.69
|
64.82
|
Fourth Quarter
|
91.04
|
73.97
|
2014
|
|
|
First Quarter
|
101.31
|
88.13
|
Second Quarter
|
101.47
|
92.25
|
Third Quarter
|
103.35
|
89.43
|
Fourth Quarter
|
110.47
|
93.85
|
2015
|
|
|
First Quarter
|
112.40
|
100.05
|
Second Quarter
|
110.01
|
95.68
|
Third Quarter
|
110.33
|
95.57
|
Fourth Quarter
|
127.95
|
107.77
|
2016
|
|
|
First Quarter
|
128.24
|
117.62
|
Second Quarter
|
136.66
|
123.23
|
Third Quarter (through the pricing date)
|
142.65
|
134.82
|
Accelerated Return Notes
®
|
TS-
12
|
Accelerated Return Notes
®
Linked to a Basket of Three Defense Industry Stocks, due November
24
, 2017
|
|
Supplement to the Plan of Distribution; Conflicts of Interest
Under our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us as principal at the public offering price indicated on the cover of this term sheet, less the indicated underwriting discount.
MLPF&S, a broker-dealer subsidiary of BAC, is a member of the Financial Industry Regulatory Authority, Inc. (FINRA) and will participate as selling agent in the distribution of the notes.
Accordingly, offerings of the notes will conform to the requirements of Rule 5121 applicable to FINRA members.
MLPF&S may not make sales in this offering to any of its discretionary accounts without the prior written approval of the account holder.
We
will
deliver the notes against payment therefor in New York, New York on a date that is greater than three business days following the pricing date.
Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the notes more than three business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange.
In the original offering of the notes, the notes will be sold in minimum investment amounts of 100 units.
If you place an order to purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the transaction for your account
.
MLPF&S
may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at negotiated prices
, and these will
include MLPF&S’s trading commissions and mark-ups.
MLPF&S may act as principal or agent in these market-making transactions; however
,
it is not obligated to engage in any such transactions.
At
MLPF&S’s discretion
,
for a short
,
undetermined
initial period after the issuance of the notes, MLPF&S
may offer to buy the notes
in the secondary market
at a price that may exceed
the
initial estimated value
of the notes. Any price offered by MLPF&S for the notes will be based on then-prevailing market conditions and other considerations, including the performance of the
Basket
and the remaining term of the notes.
However, neither we nor any of our
affiliates is obligated to purc
hase your notes at any price, or at any time, and we cannot assure you that we or any of our affiliates will purchase your notes
at a price that
equals or
exceeds the
initial estimated value
of the notes.
The value of the notes shown on your account statement
will be based on
MLPF&S’s
estimate of the value of the notes if MLPF&S or another of our affiliates were to make a market in the notes, which it is not obligated t
o do.
That estimate will be based upon the price that MLPF&S may pay
for the notes in light of then-prevailing market conditions
and other considerations, as mentioned above, and will include transaction costs.
At certain times, this price may b
e higher than or lower than the
initial estimated value
of the notes
.
Accelerated Return Notes
®
|
TS-
13
|
Accelerated Return Notes
®
Linked to a Basket of Three Defense Industry Stocks, due November
24
, 2017
|
|
Structuring the Notes
The notes are our debt securities, the return on which is linked to the
performance
of the Basket. As is the case for all of our debt securities, including our market-linked notes, the economic terms of the notes reflect our actual or perceived creditworthiness at the time of pricing. In addition, because market-linked notes result in increased operational, funding and liability management costs to us, we typically borrow the funds under these notes at a rate that is more favorable to us than the rate that we might pay for a conventional fixed or floating rate debt security.
This
rate, which we refer to in this term sheet as our internal funding rate, is typically lower than the rate we would pay when we issue conventional fixed or floating rate debt securities.
This ge
nerally relatively lower internal funding
rate, which is reflected in the economic terms of the notes, along with the fees and charges associated with market-
linked notes,
resulted
in the initial estimated value of the notes on the pricing date being less than their public offering price
.
At maturity, we are required to pay the Redemption Amount to holders of the notes, which will be calculated based on the
performance
of the Basket and the $10 per unit
principal amount.
In order to meet these payment obligations, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with MLPF&S or one of its affiliates. The terms of these hedging arrangements are determined by seeking bids from market participants,
including
MLPF&S and its affiliates
, and take into account a number of factors, including our creditworthiness, interest rate movements, the volatility of the Basket
Stocks
, the tenor of the note
s
and the tenor of the hedging arrangements. The economic terms of the notes and their initial estimated value depend in part on the terms of these hedging arrangements.
MLPF&S has advised us that the hedging arrangements will include a hedging related charge of approximately $0.075 per unit, reflecting an estimated profit to be credited to MLPF&S from these transactions. Since hedging entails risk and may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may be realized by MLPF&S or any third party hedge providers.
For further information, see Risk Factors—General Risks Relating to ARNs beginning on page PS-6 and Use of Proceeds on page PS-15 of product supplement STOCK ARN-1.
Summary Tax Consequences
You should consider the U.S. federal income tax consequences of an investment in the notes, including the following:
■
|
There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes.
|
■
|
You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the notes for all tax purposes as a single financial contract with respect to the
Basket.
|
■
|
Under this characterization and tax treatment of the notes, a U.S. Holder (as defined beginning
on page 99 of the prospectus
) generally will recognize capital gain or loss upon maturity or upon a sale or exchange of the notes prior to maturity. This capital gain or loss generally will be long-term capital gain or loss if you held the notes for more than one year.
|
■
|
No assurance can be given that the
IRS
or any court will agree with this characterization and tax treatment.
|
You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in
U.S. federal or other tax laws.
You should review carefully the discussion under the section entitled
U.S. Federal Income Tax Summary beginning on
page PS-29 of product supplement STOCK ARN-1.
Accelerated Return Notes
®
|
TS-
14
|
Accelerated Return Notes
®
Linked to a Basket of Three Defense Industry Stocks, due November
24
, 2017
|
|