Cover and table of contents

9K characters. Original on sec.gov · Markdown

Cover and table of contents

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[☑] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

OR

[☐] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number 1-3671

GENERAL DYNAMICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware13-1673581
State or other jurisdiction of incorporation or organizationI.R.S. Employer Identification No.
11011 Sunset Hills RoadReston,Virginia20190
Address of principal executive officesZip code
(703)876-3000

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockGDNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ü No ___

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No ü

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ü No ___

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ü No ___

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ü Accelerated filer ___ Non-accelerated filer ___ Smaller reporting company ___☐ Emerging growth company ___☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ___

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ü☑No ___

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ___☐No ü☑

The aggregate market value of the voting common equity held by non-affiliates of the registrant was $46,753,289,081 as of July 4, 2021 (based on the closing price of the shares on the New York Stock Exchange).

277,697,967 shares of the registrant’s common stock, $1 par value per share, were outstanding on January 30, 2022.

DOCUMENTS INCORPORATED BY REFERENCE:

Part III incorporates by reference information from certain portions of the registrant’s definitive proxy statement for the 2022 annual meeting of shareholders to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year.

INDEX

PART IPAGE
Item 1.Business3
Item 1A.Risk Factors20
Item 1B.Unresolved Staff Comments25
Item 2.Properties25
Item 3.Legal Proceedings26
Item 4.Mine Safety Disclosures26
Information About our Executive Officers26
PART II
Item 5.Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities27
Item 6.[Reserved]30
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations30
Item 7A.Quantitative and Qualitative Disclosures About Market Risk51
Item 8.Financial Statements and Supplementary Data52
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure97
Item 9A.Controls and Procedures97
Item 9B.Other Information100
Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections100
PART III
Item 10.Directors, Executive Officers and Corporate Governance100
Item 11.Executive Compensation100
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters101
Item 13.Certain Relationships and Related Transactions, and Director Independence101
Item 14.Principal Accountant Fees and Services101
PART IV
Item 15.Exhibits and Financial Statement Schedules101
Item 16.Form 10-K Summary106
Signatures107

PART I

Next: Item 1. BUSINESS