Meccanica Holdings USA, Inc. FINMECCANICA — Società Per
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Meccanica Holdings USA, Inc. (incorporated in the State of Delaware) as Issuer FINMECCANICA — Società per azioni (incorporated in the Republic of Italy as a joint stock company) as Guarantor $500,000,000 6.25% Guaranteed Notes due 2040 The notes due 2040 will bear interest at a rate of 6.25% per year (the “Notes”). The Issuer will pay interest on the Notes on January 15 and July 15 of each year. The first such payment will be made on January 15, 2010. The Notes will be issued in fully registered form and only in denominations of $100,000 and in integral multiples of $1,000 in excess thereof. Meccanica Holdings USA, Inc. (“Meccanica Holdings” or the “Issuer”) may redeem the Notes in whole or in part on the terms set forth in this Listing Prospectus under “Description of the Notes”. The Issuer may also redeem all of the Notes at any time at 100% of the principal amount in the event of certain tax law changes requiring the payment of additional amounts as described in this Listing Prospectus. The Issuer will pay accrued and unpaid interest, if any, and any other amounts payable to the date of redemption. The Notes will not be subject to any sinking fund requirement. See “Description of the Notes”. The Notes are unsecured and unsubordinated obligations of Meccanica Holdings, and rank equally with each other and with all present and future unsecured and unsubordinated debt obligations of Meccanica Holdings. The Notes are unconditionally and irrevocably guaranteed by Finmeccanica — Società per azioni (the “Guarantor”). See “Description of the Notes”. Application has been made for the Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange and to listing on the official list of the Luxembourg Stock Exchange. The regulated market of the Luxembourg Stock Exchange is a “regulated market” for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. Investing in the Notes involves certain risks. See “Risk Factors” beginning on page 14 of this Listing Prospectus for a discussion of certain risks you should consider before buying the Notes. Offering Price of the Notes: 99.836%, plus accrued interest, if any, from October 27, 2009 The Notes and the Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and have been offered and sold in the United States only to qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A”) under the Securities Act and to certain non-U.S. persons outside the United States in offshore transactions in reliance on Regulation S (“Regulation S”) under the Securities Act. Prospective purchasers in the United States are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Notes are not transferable except in accordance with the restrictions described under “Transfer Restrictions”. The Notes were delivered to purchasers in book-entry form only through the facilities of the Depository Trust Company (“DTC”) and its direct and indirect participants (including Euroclear Bank S.A./ N.V. and Clearstream Banking, société anonyme) on or about October 27, 2009. Joint Bookrunners BofA Merrill Lynch Citi Goldman Sachs International J.P. Morgan Morgan Stanley Nomura Securities Santander UBS Investment Bank Listing Prospectus dated December 23, 2009. This Listing Prospectus has been prepared by Finmeccanica solely for use in connection with the offering of the Notes described in this Listing Prospectus. This Listing Prospectus is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Notes. You are authorized to use this Listing Prospectus solely for the purpose of considering the purchase of the Notes. Distribution of this Listing Prospectus to any person other than the prospective investor and any person retained to advise such prospective investor with respect to such purchase is unauthorized, and any disclosure of any of its contents, without the Issuer’s prior written consent, is prohibited. Each prospective investor, by accepting delivery of this Listing Prospectus, agrees to the foregoing. In making an investment decision, prospective investors must rely on their own examination of Finmeccanica and the terms of the offering, including the merits and risks involved. Prospective investors should not construe anything in this Listing Prospectus as legal, business or tax advice. Each prospective investor should consult its own advisors as needed to make its investment decision. Finmeccanica has furnished the information in this Listing Prospectus. You acknowledge and agree that the initial purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in this Listing Prospectus is, or shall be relied upon as, a promise or representation by the initial purchasers. Copies of documents referred to herein will be made available to prospective investors upon request to the Issuer. This Listing Prospectus constitutes a Prospectus for purposes of article 5(3) of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Listing Prospectus. Each of the Issuer and the Guarantor declare that, having taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and contains no omission likely to affect its import. Where information contained in this Listing Prospectus has been sourced from a third party, such information has been accurately reproduced and so far as each of the Issuer and the Guarantor is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The distribution of this Listing Prospectus and the offering and sale of the Notes in certain jurisdictions may be restricted by law. The Issuer and the initial purchasers require persons into whose possession this Listing Prospectus comes to inform themselves about and to observe any such restrictions. This Listing Prospectus does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in which such offer or sale would be unlawful. NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this Listing Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and any applicable state securities laws or pursuant to registration or exemption therefrom. As a prospective purchaser, you should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time. Please refer to the sections in this Listing Prospectus entitled “Transfer Restrictions” and “Plan of Distribution”. i NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (“RSA”) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECU- RITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE IMPLIES THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT ANY EXEMP- TION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICA- TIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. ii TABLE OF CONTENTS Forward-Looking Statements ........................................................ 1 Certain Defined Terms ............................................................. 2 Presentation of Financial Information and Incorporation by Reference .......................... 3 Presentation of Market Information .................................................... 5 Exchange Rates .................................................................. 6 Overview ....................................................................... 7 Overview of Financial Information .................................................... 12 Risk Factors ..................................................................... 14 Use of Proceeds .................................................................. 25 Capitalization .................................................................... 26 Selected Financial Data ............................................................ 27 Supplemental Selected Financial Data as of and for the Period Ended September 30, 2009 ........... 33 Financial Information and Non-GAAP Measures .......................................... 36 Management’s Discussion and Analysis of Financial Condition and Results of Operations ........... 46 Business Description .............................................................