General Dynamics (GD) 10-K risk factor changes: FY2021 vs FY2020

In addition, our sales to non-U.S. customers expose us to different financial and legal [added: risks.]

The U.S. government provides a significant portion of our revenue. In [removed: 2020, approximately] [added: 2021,] 70% of our consolidated revenue was from the U.S. government.

Our [removed: U.S.] government contracts are subject to termination rights by the customer. U.S. government contracts generally permit the government to terminate a contract, in whole or in part, for convenience.

[removed: If a contract is terminated for convenience, a contractor usually is entitled to receive payments for its] allowable costs incurred and the proportionate share of fees or earnings for the work performed.

The U.S. government also reviews the adequacy of, and compliance with, internal control systems and policies, including the contractor’s purchasing, property, [added: estimating, material, earned value management and accounting systems.]

[removed: We manage our] supplier base carefully to avoid or minimize customer issues.

[added: Accordingly, our future performance depends in part on our ability to continue to develop,] manufacture and provide innovative products and services and bring those offerings to market quickly at cost-effective prices.

We have made and expect to continue to make investments, including acquisitions and joint ventures, that involve risks and uncertainties. When evaluating potential acquisitions and joint ventures, we make judgments regarding the value of business opportunities, [removed: technologies,] [added: technologies] and other [removed: assets] [added: assets,] and the risks and costs of potential liabilities based on information available to us at the time of the transaction.

Whether we realize the anticipated benefits from these transactions depends on multiple factors, including our integration of the businesses involved; the performance of the underlying products, [removed: capabilities] [added: capabilities,] or technologies; market conditions following the acquisition; and acquired liabilities, including some that may not have been identified prior to the acquisition.

[removed: Goodwill is subject to an] [added: We review goodwill for] impairment [removed: test on an annual basis] [added: annually at each of our reporting units] or when circumstances indicate that the likelihood of an impairment is greater than 50%.

Our business could be negatively impacted by cybersecurity events and other disruptions. We face various cybersecurity threats, including threats to our IT infrastructure and attempts to gain [added: unauthorized] access to our proprietary or classified information, denial-of-service attacks, as well as threats to the physical security of our facilities and employees, and threats from terrorist acts.

Accordingly, we maintain information security staff, policies and procedures for managing risk to our information [removed: systems, and] [added: systems; we] conduct employee training on cybersecurity to mitigate persistent and continuously evolving cybersecurity [removed: threats.][added: threats; and we report cybersecurity events or losses of customer data to affected customers and applicable regulatory authorities.]

However, there can be no assurance that any such [removed: actions] [added: actions, or the safeguards put in place by our customers, suppliers, subcontractors and other parties on which we rely,] will be sufficient to [added: detect,] prevent [added: and mitigate] cybersecurity [removed: breaches,] [added: breaches or] disruptions, [added: or the] unauthorized release of sensitive information or corruption of data.

We have experienced cybersecurity [removed: threats] [added: events and disruptions] such as viruses and attacks targeting our IT systems.

[removed: Due to the evolving nature of these security] threats, the potential impact of any future incident cannot be predicted.

Effects include disruptions or restrictions on our employees’ ability to work effectively, [removed: as well as] temporary closures of our facilities or the facilities of our [removed: customers or suppliers,] [added: customers, and supply-chain disruptions,] which [removed: can] [added: could] affect our ability to perform on our contracts.

[removed: Resulting] [added: Any] cost increases [added: that result from these effects] may not be fully recoverable on our contracts or adequately covered by insurance, which could impact our profitability.

The imposition of quarantine and travel restrictions has [added: negatively] affected [removed: and] [added: and, if reimposed,] may [added: continue to negatively affect portions of our business, particularly our Aerospace and Technologies segments.]

Such developments may include the geographic spread and duration of the virus, [added: including] the [added: emergence of new variants, the] severity of the [removed: disease] [added: disease, vaccination rates] and the actions that may be taken by various governmental authorities and other third parties in response to the pandemic.

[removed: 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, the risk factors discussed in this Form 10-K.

If a contract is terminated for convenience, a contractor usually is entitled to receive payments for its

Many foreign contracts have similar termination rights by customers.

We manage our

Due to the evolving nature of these security

In addition, the U.S. government’s federal contractor vaccine mandate could adversely affect our ability, and our subcontractors’ ability, to hire and retain highly skilled employees to work on U.S. government programs.

Increased regulation related to global climate change could negatively affect our business. Increased public awareness and concern regarding global climate change may result in state, federal or international requirements to reduce or mitigate global warming, such as the imposition of carbon pricing mechanisms or stricter limits on greenhouse gas emissions.

If environmental or climate-change laws or regulations are adopted or changed that impose significant new costs, operational restrictions or compliance requirements upon our business or our products, they could increase our capital expenditures, reduce our margins and adversely affect our financial position.

Therefore, actual future results and trends

risks.

estimating, material, earned value management and accounting systems.

Accordingly, our future performance depends in part on our ability to continue to develop,

continue to negatively affect portions of our business, particularly our Aerospace and Technologies segments.

For an overview of our operating segments, including a discussion of our major products and [removed: services and the reorganization of our Information Technology and Mission Systems operating segments into a single Technologies segment,] [added: services,] see the Business discussion contained in Item 1.

[removed: A] [added: The following] discussion of our financial condition and results of operations for [removed: 2020] [added: 2021] compared with [removed: 2019 is presented below and] [added: 2020] should be read in conjunction with our Consolidated Financial Statements included in Item 8, while a discussion of [removed: 2019] [added: 2020] compared with [removed: 2018] [added: 2019] can be found in Item 7 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2019.][added: 2020.]

GLOBAL [removed: PANDEMIC][added: PANDEMIC UPDATE]

The [removed: Coronavirus] [added: coronavirus] (COVID-19) pandemic has caused significant disruptions to national and global economies and government [removed: activities.][added: activities since March 2020.]

During this time, we have continued to conduct our operations [removed: to the fullest extent possible,] while responding to the pandemic with actions [removed: that include:][added: to mitigate adverse consequences to our employees, business, supply chain and customers.]

[removed: While we expect this situation to be temporary, any longer-term] [added: Any long-term] impact to our business is currently unknown due to the uncertainty around the pandemic’s duration and its broader impact.

The United States and [removed: some] other governments have taken [added: several] steps to respond to the [removed: pandemic and to support economic activity and liquidity in the capital markets.][added: pandemic.]

See Note [removed: A] [added: S] to the Consolidated Financial Statements in Item 8 for additional [removed: information about our use of estimates and other uncertainties.][added: information.]

The Review of Operating Segments includes additional information on the [removed: full-year results for each] [added: impacts] of [removed: our] [added: the pandemic for the affected] segments.

[removed: In March 2020, we issued $4 billion of fixed-rate notes] [added: The proceeds, together with cash on hand and commercial paper issuances, were used] to repay [removed: $2.5 billion of] fixed- and floating-rate notes [added: totaling $2.5 billion] that matured in May [removed: 2020] [added: 2021] and for general corporate [removed: purposes, including the repayment of a portion of our borrowings under our commercial paper program.][added: purposes.]

In the Aerospace segment, we record revenue on contracts for new aircraft when the customer obtains control of the asset, which is generally upon delivery and acceptance by the customer of the fully [removed: outfitted aircraft.]

Additional factors affecting the segment’s earnings and margin include the volume, mix and profitability of completions and services work performed, the [removed: volume of and] market for pre-owned aircraft, and the level of general and administrative (G&A) and net research and development (R&D) costs incurred by the segment.

[removed: ◦Revenue] [added: ◦Operating earnings] of [removed: $37.9] [added: $4.2] billion with sequential growth throughout the year.

◦Cash [removed: from] [added: provided by] operating activities of [removed: $3.9] [added: $4.3] billion, or [removed: 122%] [added: 131%] percent of net earnings.

- [removed: Record-high backlog] [added: Backlog] of [removed: $89.5 billion increased $2.5] [added: $87.6] billion, [removed: or 2.9%, from 2019,] supporting our long-term growth expectations:

| Year Ended December 31 | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Variance | | | | | | | | |

| Operating costs and expenses | | | [removed: (33,792)] [added: (34,306)] | | | | | | [removed: (34,780)] [added: (33,792)] | | | | | | [removed: 988] [added: (514)] | | | | | | [removed: (2.8)] [added: 1.5] | | % |

| Operating margin | | | [removed: 10.9] [added: 10.8] | | % | | | | [removed: 11.6] [added: 10.9] | | % | | | | | | | | | | | | |

Additional information regarding our segments can be found in Note [removed: S] [added: O] to the Consolidated Financial Statements in Item 8.

| Operating margin | | | [removed: 13.4] [added: 12.7] | | % | | | | [removed: 15.6] [added: 13.4] | | % | | | | | | | | | | | | |

| Gulfstream aircraft deliveries (in units) | | | [removed: 127] [added: 119] | | | | | | [removed: 147] [added: 127] | | | | | | [removed: (20)] [added: (8)] | | | | | | [removed: (13.6)] [added: (6.3)] | | % |

The [removed: change] [added: increase] in the Aerospace segment’s revenue in [removed: 2020] [added: 2021] consisted of the following:

| Aircraft manufacturing | | | [removed: $] [added: (251)] | [removed: (1,426)] | |

| Total decrease | | | $ | [removed: (1,726)] [added: (52)] | |

The change in the segment’s operating earnings in [removed: 2020] [added: 2021] consisted of the following:

| Aircraft manufacturing | | | $ | [removed: (590)] [added: (160)] | |

| Aircraft services [removed: and completions] | | | [removed: (39)] [added: $] | [added: 311] | |

| G&A/other expenses | | | [removed: 239] [added: (73)] | | |

| Total decrease | | | $ | [removed: (449)] [added: (191)] | |

Aircraft manufacturing operating earnings were down in [removed: 2020] [added: 2021] due to [added: the planned] reduced aircraft production and delivery rates and [removed: a somewhat less favorable mix in aircraft deliveries.][added: mark-to-market adjustments related to G500 test aircraft.]

[removed: Full-year results were negatively impacted by] [added: The operating earnings variance also reflects] restructuring actions taken [added: in 2020] to adjust the workforce size to the revised [removed: 2020] production levels.

In total, the Aerospace segment’s operating margin decreased [removed: 220] [added: 70] basis points [added: in 2021] to [removed: 13.4%.][added: 12.7%.]

| Operating earnings | | | [removed: 854] [added: 874] | | | | | | [removed: 785] [added: 854] | | | | | | [removed: 69] [added: 20] | | | | | | [removed: 8.8] [added: 2.3] | | % |

| Operating margin | | | [removed: 8.6] [added: 8.3] | | % | | | | [removed: 8.5] [added: 8.6] | | % | | | | | | | | | | | | |

The increase in the Marine Systems segment’s revenue in [removed: 2020] [added: 2021] consisted of the following:

| U.S. Navy ship construction | | | $ | [removed: 668] [added: 716] | |

| U.S. Navy ship engineering, repair and other services | | | [removed: 176] [added: (80)] | | |

| Commercial ship construction | | | [removed: (48)] [added: (89)] | | |

| Total increase | | | $ | [removed: 796] [added: 60] | |

Revenue from U.S. Navy ship construction [removed: and engineering work] was up [added: across our shipyards] in [removed: 2020] [added: 2021] due to increased volume on the Columbia-class submarine [added: program, the John Lewis-class (T-AO-205) fleet replenishment oiler program and the Arleigh Burke-class (DDG-51) destroyer] program.

Consistent with our prioritization of the health and safety of our employees, we continue to encourage and promote vaccination across the company.

For additional information, see the Risk Factors in Part I, Item 1A.

On September 9, 2021, the president signed Executive Order 14042, initiating a process whereby covered federal contractors and subcontractors must implement federally required vaccine mandates.

A clause implementing the federal contractor vaccine mandate has been incorporated into a number of our federal contracts.

In light of certain court orders, however, the Office of Management and Budget has stated that the U.S. government will not take action to enforce this clause until further notice.

If ultimately upheld, this federal contract requirement may affect various business units differently.

We are working closely with our customer to ensure that we minimize disruptions and potential employee attrition in the event that applicable contract modifications are enforceable and as additional modifications are received that could trigger implementation.

To the extent that we or our subcontractors experience employee attrition and/or work stoppages, our costs could increase, schedules could slip on affected programs and our ability to perform under some contracts could be negatively affected, particularly in those instances where we cannot receive cost reimbursement.

Our Aerospace segment’s operating results have experienced the most significant impact from the pandemic.

New aircraft deliveries in 2021 reflected our decision in 2020 to reduce production rates to accommodate supply chain challenges and reduced demand due to the pandemic.

However, aircraft demand has been strong in 2021, with orders reaching their highest level in over a decade.

Similarly, demand for aircraft services has improved as air travel has increased, but remains below pre-pandemic levels in some regions of the world.

Our U.S. government business continues to experience some disruption from the COVID-19 pandemic, particularly in our Technologies segment.

The Congress has not yet passed a defense appropriations bill for the government’s fiscal year (FY) 2022 despite the fact that the new year began on October 1, 2021.

However, on December 3, 2021, a continuing resolution (CR) was signed into law, providing funding for federal agencies through February 18, 2022.

When the government operates under a CR, all programs of record are funded at the prior year’s appropriated levels, and the Department of Defense (DoD) is prohibited from starting new programs.

While this could result in delayed revenue growth as programs that were expected to have increased funding levels continue to operate at the prior-year levels until the current-year appropriations bill is passed, we do not anticipate that the current CR, or any subsequent extensions, will have a material impact on our results of operations, financial condition or cash flows.

OTHER LEGISLATIVE ACTIVITY

In November 2021, the U.S. House of Representatives passed the Build Back Better Act (BBBA), which provides for changes to U.S. corporate income taxation.

BBBA would delay until 2026 the requirement to capitalize and amortize over five years certain research and experimental expenditures beginning in 2022 that were previously deductible immediately.

We cannot determine whether some or all of the proposals that were included in BBBA will be enacted into law or what, if any, change may be made to such proposals prior to enactment.

If the requirement to capitalize and amortize research and experimental expenditures were delayed via passage of BBBA or other legislation, it would delay the temporary increase in our tax payments otherwise beginning in 2022 that would be caused by the capitalization requirement.

outfitted aircraft.

2021 IN REVIEW

- Strong operating performance:

◦Revenue of $38.5 billion, an increase of 1.4% from 2020.

◦Diluted earnings per share of $11.55, up 5% from 2020.

◦Significant Gulfstream aircraft order activity, including orders for the recently announced G400 and G800 aircraft.

| Revenue | | | $ | 38,469 | | | | | $ | 37,925 | | | | | $ | 544 | | | | | 1.4 | | % |

| Operating earnings | | | 4,163 | | | | | | 4,133 | | | | | | 30 | | | | | | 0.7 | | % |

Our consolidated revenue increased in 2021 driven by growth in U.S. Navy ship construction in our Marine Systems segment.

Higher aircraft services activity was offset by a planned reduction in aircraft deliveries in our Aerospace segment.

Lower C5ISR solutions revenue was offset partially by increased IT services activity in our Technologies segment and international vehicle revenue in our Combat Systems segment.

Operating margin remained steady in 2021.

| Year Ended December 31 | | | 2021 | | | | | | 2020 | | | | | | Variance | | | | | | | | |

| Revenue | | | $ | 8,135 | | | | | $ | 8,075 | | | | | $ | 60 | | | | | 0.7 | | % |

| Operating earnings | | | 1,031 | | | | | | 1,083 | | | | | | (52) | | | | | | (4.8) | | % |

Aircraft services revenue was higher in 2021 due to increased air travel driving additional demand for maintenance work and activity at our fixed-base operator (FBO) facilities.

| Aircraft services | | | 122 | | |

| Impact of 2020 restructuring charge | | | 59 | | |

Prior-period segment information has been restated for the reorganization.

The Technologies segment’s results of operations for 2019 compared with 2018 can be obtained from the discussions of the former Information Technology and Mission Systems operating segments.

Our businesses have been designated as critical infrastructure by the U.S. government and many non-U.S. governments and, as such, are required to stay open.

- implementing measures to protect the health and safety of our employees.

- modifying employee work locations and schedules where possible and permitted under our contracts.

- coordinating closely with our suppliers and customers.

- managing our cost structure in the context of current business activity.

- instituting various aspects of our business continuity programs.

- planning for and working aggressively to mitigate disruptions that may occur.

- supporting our communities and the U.S. government in addressing the challenges of the pandemic, such as the production of medical supplies and donation of personal protective equipment.

See the Risk Factors in Item 1A, regarding the COVID-19 pandemic, as well as additional risks facing our business, which may be affected by the COVID-19 pandemic.

In the United States, the adoption of the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) provides various forms of relief.

The CARES Act includes provisions that allow agencies to reimburse contractors for payments to covered workers who are prevented from working due to COVID-19 facility closures or other restrictions; however, such reimbursement is subject to the availability of funds.

These provisions of the CARES Act have been extended through March 31, 2021.

The CARES Act also allows for loans to companies.

To date, we have not sought or accepted CARES Act loans.

In addition, the U.S. Department of Defense (DoD) increased progress payment rates and reduced retention rates on certain contracts to

provide liquidity to federal contractors and their suppliers.

We in turn advanced payments across our supplier base to help maintain the health and liquidity of our supply chain.

Outside of the United States, other governments have established various government workforce programs, which can support business continuity for our foreign operations.

We continue to assess the benefits and limitations of the actions taken by the United States and other governments.

Our U.S. government business experienced some disruption from the COVID-19 pandemic, including reduced activities due to select customer site closures and limited access to some customer sites, travel restrictions, slowdowns in the provision of materials from suppliers, and lower man-hours at some manufacturing sites.

Internationally, while government actions shut down some of our facilities in the second quarter, our defense business has largely returned to normal operations.

Within our Aerospace segment, pandemic-related travel limitations resulted in lower demand for aircraft services due to reduced flight activity, and disrupted the aircraft sales process by limiting our ability to arrange demonstration flights and coordinate in-person access to customers.

To de-risk elements of the supply chain and better align production with demand, we have reduced our aircraft production rate until such time that the marketplace supports future increases.

Accordingly, we have adjusted staffing levels and taken other cost control measures.

We expect COVID-19 to continue to negatively impact our businesses, particularly Aerospace, until the large economies of the world recover from the effects of the pandemic.

As air travel resumes, we expect aircraft services volume to increase, but we could see some future aircraft deliveries delayed to the extent customers have difficulty traveling to take possession of their aircraft.

In addition, should the global economy experience a significant extended downturn from the pandemic, demand for our aerospace products and services would likely be impacted.

We believe the support by the DoD, and the U.S. government generally, of the defense industrial base has helped and will continue to help mitigate the effects of disruptions on our U.S. defense business.

Our non-U.S. defense business will be impacted to varying degrees based on the response of the countries in which they operate.

We will continue to assess further potential consequences to our employees, business, supply chain and customers, and take actions to mitigate adverse outcomes.

We took actions in 2020 to strengthen our liquidity and financial condition.

In addition to this long-term borrowing, we renewed our access to $5 billion of credit facilities.

While part of our pre-COVID-19 planning, this liquidity preserves our financial flexibility during the pandemic.

We believe that our cash flows from operations and borrowing capacity are sufficient to support our short- and long-term liquidity needs.

On December 27, 2020, the fiscal year (FY) 2021 defense appropriations bill was signed into law.

It totaled $696 billion, a modest increase over FY 2020, and included $627 billion in the base budget in compliance with the previously established spending caps and $69 billion for overseas contingency operations.

An understanding of our accounting practices is necessary in the evaluation of our financial statements and operating results.

In the discussion that follows, prior-period information has been restated for the retrospective application of a change in accounting principle related to the amortization of actuarial gains and losses for our qualified U.S. government pension plans, which we adopted in the fourth quarter of 2020 as discussed in Note T to the Consolidated Financial Statements in Item 8.

See Note [removed: N] [added: Q] to the Consolidated Financial Statements in Item 8 for a discussion of [removed: these risks.][added: commodity price risk.]

[removed: We] [added: On December 31, 2020, we] had notional forward exchange and interest rate swap contracts outstanding of $9.4 [removed: billion and $5 billion on December 31, 2020 and 2019, respectively.][added: billion.]

A 10% unfavorable rate movement in our portfolio of forward exchange and interest rate swap contracts would have resulted in the following hypothetical, incremental pretax [removed: gains (losses):][added: (losses) gains:]

| (Dollars in millions) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Recognized | | | $ | [removed: 44] [added: (1)] | | | | | $ | [removed: 60] [added: 44] | |

| Unrecognized | | | [removed: (344)] [added: (196)] | | | | | | [removed: (161)] [added: (344)] | | |

On December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] we held [removed: $2.8] [added: $1.6] billion and [removed: $902] [added: $2.8 billion] in cash and equivalents, respectively, but held no marketable securities other than those held in trust to meet some of our obligations under workers’ compensation and non-qualified pension plans.

On December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] we held marketable securities in trust of [removed: $211] [added: $191] and [removed: $207,] [added: $211,] respectively.

On December 31, 2021, we had notional forward exchange contracts outstanding of $6.8 billion.

These losses and gains would be offset by corresponding gains and losses in the remeasurement of the underlying transactions being hedged.

Interest Rate Risk. On December 31, 2021, we had $11.5 billion principal amount of fixed-rate debt.

While the hypothetical, incremental pretax losses in the table above have increased significantly from 2019, we do not believe this represents a meaningful increase in our risk profile as these losses and gains would be offset by corresponding gains and losses in the remeasurement of the underlying transactions being hedged.

Interest Rate Risk. Our financial instruments subject to interest rate risk include fixed- and floating-rate long-term debt obligations.

On December 31, 2020, we had $12.5 billion par value of fixed-rate debt and $500 of floating-rate notes.

As described in Note K to the Consolidated Financial Statements in Item 8, we entered into derivative financial instruments, specifically interest rate swap contracts, to eliminate our floating-rate interest risk.

Over the past [removed: eight] [added: nine] years, we have invested [removed: nearly $20] [added: approximately $22] billion to create, renew or expand our portfolio of products and services across our businesses to drive long-term growth and shareholder value creation.

[removed: These] [added: The Gulfstream family of] aircraft offer industry-leading cabin, cockpit and safety technologies and the longest ranges at the fastest speeds in their respective classes.

The following represents Gulfstream’s current product line, along with the maximum range, maximum [removed: speed and] [added: speed,] cabin length (excluding [removed: baggage)] [added: baggage), and total number of city-pair speed records held] for each aircraft:

[removed: ][added: ]

The most recent additions to the [added: in-service] Gulfstream fleet are two new large-cabin aircraft, the G500 and G600, which entered service in 2018 and 2019, respectively.

These clean-sheet (i.e., all-new) aircraft replace the G450 and G550 models, [removed: which have a] [added: whose] combined [added: family has an] installed base of more than 1,650 aircraft around the world.

[removed: Our investment included development of a] new [removed: wing, new avionics, new] fuselage and new ergonomically designed larger interiors, as well as systems and technologies to improve the manufacturing process and quality of the platform.

At year-end [removed: 2020,] [added: 2021,] cumulative deliveries for [removed: the two new] [added: these] aircraft totaled almost [removed: 100.][added: 150.]

It combines our most spacious cabin with our advanced Symmetry Flight [removed: Deck] [added: Deck, the industry’s most technologically advanced flight deck, which we launched on our G500] and [added: G600 aircraft, and] the superior [removed: high-][added: high-speed performance of all-new engines to create best-in-class capabilities.]

Gulfstream is in the process of flight testing and certification of the G700, which [removed: we expect to enter service in the fourth quarter of 2022.][added: currently has over 2,200 test hours.]

The ultra-long-range, ultra-large-cabin G650 and G650ER continue to generate significant customer interest, with more than [removed: 430] [added: 470] aircraft of this family currently operating in 50 countries.

Since the first G650 entered service in [added: December] 2012, its capabilities and reliability have led to significant sales and expansion of our installed base around the globe.

Gulfstream’s current product line holds more than [removed: 300] [added: 270] city-pair speed records, more than any other business jet manufacturer, led by the G650ER, which holds the National Aeronautic Association’s polar and westbound around-the-world speed records.

Our disciplined and consistent approach to new product development [removed: allows] [added: has allowed] us to [removed: repeatedly] introduce [added: repeatedly] first-to-market capabilities that set industry standards for safety, performance, quality, speed and comfort.

[removed: In support of] [added: As] Gulfstream’s [removed: growing] aircraft portfolio and customer [removed: base,] [added: base have grown and become increasingly global in reach over the years,] we have invested in our facilities and [removed: operations.][added: operations around the world.]

We offer comprehensive support for the more than [removed: 2,900] [added: 3,000] Gulfstream aircraft in service around the world and operate the largest factory-owned service network in the industry.

We operate a leading global FBO network and support all aircraft types with the [removed: full-range] [added: full range] of maintenance services, including 24/7 global aircraft-on-ground support.

We continue to grow our global footprint through acquisitions, expansions and significant renovations in key [removed: business-aviation] [added: business aviation] markets.

The following map [removed: demonstrates] [added: displays] the broad reach of our combined Gulfstream and Jet Aviation services network, including authorized service centers:

[removed: ][added: ]

Furthermore, we offer carbon offset credits [added: and book and claim options] to our customers, enabling them to operate aircraft on a carbon-neutral basis.

Revenue for the Aerospace segment was 21% of our consolidated revenue in [removed: 2020, 25% in 2019] [added: 2021] and [removed: 23%] [added: 2020 and 25%] in [removed: 2018.][added: 2019.]

| Year Ended December 31 | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Aircraft manufacturing | | | $ | [removed: 6,115] [added: 5,864] | | | | | $ | [removed: 7,541] [added: 6,115] | | | | | $ | [removed: 6,262] [added: 7,541] | |

| Aircraft services [removed: and completions] | | | [removed: 1,960] [added: 2,271] | | | | | | [removed: 2,260] [added: 1,960] | | | | | | [removed: 2,193] [added: 2,260] | | |

| Total Aerospace | | | $ | [removed: 8,075] [added: 8,135] | | | | | $ | [removed: 9,801] [added: 8,075] | | | | | $ | [removed: 8,455] [added: 9,801] | |

Our Marine Systems segment is the leading designer and builder of nuclear-powered submarines and a leader in surface [removed: combatants] [added: combatant] and auxiliary ship design and construction for the U.S. Navy.

In addition to Navy ships, we design and build ocean-going Jones [added: Act ships for commercial customers.]

In support of our Navy customer’s significant increase in demand for submarines and surface ships, we are making substantial investments to expand our facilities, grow and train our workforce, and [removed: support] [added: expand] our supply [removed: chain, particularly in our submarine business.][added: chain.]

The resulting increase in capacity and capabilities will support the unprecedented growth expected in our shipbuilding business, [removed: especially] [added: particularly] submarines, for the next two decades.

The Navy procures Virginia-class submarines in multi-boat blocks, currently at a two-per-year [removed: construction] rate.

We are currently working on Blocks IV and V in the program, with [removed: 18] [added: 19] Virginia-class submarines in our backlog scheduled for delivery through [removed: 2029.][added: 2031.]

[removed: Eight] [added: Nine] of the boats in Block V include the Virginia Payload Module (VPM), an 84-foot Electric Boat-designed-and-built hull section that adds four additional payload tubes, more than tripling the strike capacity of these submarines and providing unique capabilities to support special missions.

The [removed: Navy’s] Columbia-class ballistic-missile submarine is a 12-boat program that the Navy considers its top [added: acquisition] priority.

[removed: To mitigate risk, the] [added: The] submarine’s design was more than 80% complete at the time we began construction of the first [removed: boat,] [added: boat in 2020,] nearly twice as mature as any [removed: other Navy] [added: of the Navy’s previous] submarine [removed: program] [added: programs] at the start of construction.

We are investing $1.8 billion of capital in expanded and modernized facilities at Electric Boat to support the growth in submarine [removed: construction.][added: construction and expect the projects to be substantially complete by the end of 2023.]

Equal to the commitment of capital is our commitment to our [added: Electric Boat] workforce, which is on track to grow approximately [removed: 30% over] [added: 25% in] the [removed: next] [added: current] decade, particularly in support of Columbia-class production.

[removed: To reach our objective,] [added: Along with strong contributions from the states of Connecticut and Rhode Island,] we continue to invest in the training and tools necessary for our employees to be prepared to deliver these next-generation submarines to the Navy on time and on budget.

We are also working with our network of [removed: more than] [added: approximately] 3,000 suppliers — mostly small businesses — to [removed: provide for] [added: support] concurrent production of the two submarine programs.

We have a total of [removed: 11] [added: 10] ships in backlog scheduled for delivery through 2027.

Our investment included development of a new wing, new avionics,

We expect the G700 to enter service in the fourth quarter of 2022 pending certification from the U.S. Federal Aviation Administration (FAA).

In October 2021, we introduced two new aircraft, the ultra-long-range, ultra-large-cabin G800 and large-cabin G400, completing a nearly two-decade effort to develop an all-new family of Gulfstream aircraft.

Both aircraft combine our industry-leading high-speed range and efficiency, safety enhancements, and our advanced Symmetry Flight Deck.

The G800 is Gulfstream’s longest-range aircraft, with an 8,000 nautical mile range at Mach 0.85, and it is expected to enter service in 2023 pending FAA certification.

The G400 is a clean-sheet design developed in concert with the G500 and G600, thus expanding the commonality across the Gulfstream family of aircraft.

Expected to enter service in 2025 pending FAA certification, the G400 will join a market segment in which Gulfstream has not participated for several decades.

Accordingly, the program has received the highest possible rating from the government’s Defense Priorities and Allocations System (DPAS).

| Year Ended December 31 | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

We have completed fielding these vehicles for the first of nine Army brigades, as well as for the Army’s Ranger Regiment.

In addition, coordination continues with the Army for next-generation upgrades to the platform and new uses for the vehicle.

We are expanding our platform capabilities through continued investment in robotic and autonomous vehicle technology.

We have the Multi-Utility Tactical Transport (MUTT), a semi-autonomous robotic platform that can be equipped with an array of modular mission payloads for use alongside dismounted soldiers.

This platform was selected as the U.S. Army’s first robotic vehicle program of record and is officially designated as the Small Multipurpose Equipment Transport (SMET).

Additionally, we have the Tracked Robot 10-ton (TRX) prototype, a medium-sized, semi-autonomous combat vehicle that enables critical battlefield roles, such as direct and indirect fire, autonomous resupply, reconnaissance and other battlefield missions.

| Year Ended December 31 | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

GDIT delivers a full spectrum of cloud solutions and services to modernize customers’ legacy IT infrastructures and systems.

These cloud capabilities advance security and accelerate access to cutting-edge technologies such as high-performance computing and AI/ML.

For the DoD, GDIT is delivering, integrating and supporting Microsoft’s cloud-based productivity suite, Microsoft Office 365, under the Defense Enterprise Office Systems (DEOS) contract, which secures and streamlines email and collaborative tools across the DoD enterprise.

In the federal civilian market, GDIT is delivering a scalable, hybrid multi-cloud platform to modernize the United States Patent and Trademark Office’s IT infrastructure and services.

This work includes modernizing the IT infrastructure for the U.S. Southern Command’s (USSOUTHCOM) secured networks with a full range of capabilities, including cyber security, cloud computing and software development.

Mission Systems is also investing in autonomous capabilities, opening in 2021 a new Unmanned Undersea Vehicle (UUV) Manufacturing and Assembly Center of Excellence in Taunton, Massachusetts.

The facility will provide manufacturing, assembly, integration and testing capabilities for Mission Systems’ Knifefish and Bluefin Robotics UUVs.

| Year Ended December 31 | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| Year Ended December 31 | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

cost, quality, schedule and performance.

submarine program, and to which it subcontracts on the Columbia-class submarine program.

qualified workforce.

These efforts continue to be of the utmost importance as we address the ongoing challenges presented by the COVID-19 pandemic.

We attempt to

We are directly or indirectly

In addition, we could be affected by future laws or regulations imposed in response to concerns over climate change, the timing and effect of which are difficult to assess.

Changes in environmental and climate change laws or regulations, including laws relating to greenhouse gas emissions, could lead to new or additional investment in product designs or facilities and could increase environmental compliance expenditures, including increased energy and raw materials costs.

speed performance of all-new engines to create best-in-class capabilities.

Act ships for commercial customers.

Our expenditures peaked in 2020, and we will have completed a majority of these investments by the end of 2021.

Bath Iron Works is also the hull, mechanical and electrical (HM&E) prime contractor and lifecycle support provider for the Zumwalt-class (DDG-1000) guided-missile destroyer program.

We expect to complete our work on the third and final ship of this class in 2021.

NASSCO has also designed and built crude

The first of nine brigades began fielding the A-1 platform upgrade during 2020, and we are coordinating with the Army for next-generation upgrades to this platform.

In addition, Land Systems is

For ground forces, we manufacture M2/M2-A1 heavy machine guns and MK19/MK47 grenade launchers.

bodies, large-caliber tank ammunition, medium-caliber ammunition, military propellants, mortar, and artillery projectiles.

In addition,

Consequently, we have reorganized these two business units into a single operating segment to reflect the evolving strategic focus and the way we are running the business.

GDIT has significantly expanded its cloud footprint and now holds leading positions on two of the three pillars of the Pentagon’s enterprise cloud migration strategy: milCloud 2.0, which provides defense agencies and military commands secure on-government-premise hybrid cloud services, and Defense Enterprise Office Systems (DEOS), which secures and streamlines email and collaborative tools across the DoD enterprise.

to synchronize communications utilizing trusted data, even when GPS signals are degraded or denied.

government contracting and commercial technology companies to small niche competitors with specialized technologies or expertise.

We recognize and reward the performance of

This was never more important than in 2020 given the challenges presented by the COVID-19 pandemic.

We have not experienced, and do not foresee,

(PRP) by the U.S. Environmental Protection Agency or a state environmental agency.

For information relating to legal proceedings, see Note [removed: O] [added: M] to the Consolidated Financial Statements in Item 8.

[removed: ][added: ]

For the fiscal year ended December 31, [removed: 2020][added: 2021]

Yes [removed: _ü_ ☑ No] [added: _ü_☑No] ___

Yes [removed: ___ No _ü_☐☑][added: ___☐No _ü_☑]

The aggregate market value of the voting common equity held by non-affiliates of the registrant was [removed: $36,917,915,083] [added: $46,753,289,081] as of [removed: June 28, 2020] [added: July 4, 2021] (based on the closing price of the shares on the New York Stock Exchange).

[removed: 286,264,679] [added: 277,697,967] shares of the registrant’s common stock, $1 par value per share, were outstanding on January [removed: 31, 2021.][added: 30, 2022.]

Part III incorporates by reference information from certain portions of the registrant’s definitive proxy statement for the [removed: 2021] [added: 2022] annual meeting of shareholders to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year.

| Item 1. | | | [removed: [Business](#ied635d0931314f2cb66bccd3ac61c814_13)] [added: [Business](#i48cbc1376575462093e055d0b25dc4b2_13)] | | | [removed: [3](#ied635d0931314f2cb66bccd3ac61c814_13)] [added: [3](#i48cbc1376575462093e055d0b25dc4b2_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ied635d0931314f2cb66bccd3ac61c814_16)] [added: Factors](#i48cbc1376575462093e055d0b25dc4b2_16)] | | | [removed: [18](#ied635d0931314f2cb66bccd3ac61c814_16)] [added: [20](#i48cbc1376575462093e055d0b25dc4b2_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ied635d0931314f2cb66bccd3ac61c814_22)] [added: Comments](#i48cbc1376575462093e055d0b25dc4b2_22)] | | | [removed: [23](#ied635d0931314f2cb66bccd3ac61c814_22)] [added: [25](#i48cbc1376575462093e055d0b25dc4b2_22)] | | |

| Item 2. | | | [removed: [Properties](#ied635d0931314f2cb66bccd3ac61c814_25)] [added: [Properties](#i48cbc1376575462093e055d0b25dc4b2_25)] | | | [removed: [23](#ied635d0931314f2cb66bccd3ac61c814_25)] [added: [25](#i48cbc1376575462093e055d0b25dc4b2_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ied635d0931314f2cb66bccd3ac61c814_28)] [added: Proceedings](#i48cbc1376575462093e055d0b25dc4b2_28)] | | | [removed: [24](#ied635d0931314f2cb66bccd3ac61c814_28)] [added: [26](#i48cbc1376575462093e055d0b25dc4b2_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ied635d0931314f2cb66bccd3ac61c814_31)] [added: Disclosures](#i48cbc1376575462093e055d0b25dc4b2_31)] | | | [removed: [24](#ied635d0931314f2cb66bccd3ac61c814_31)] [added: [26](#i48cbc1376575462093e055d0b25dc4b2_31)] | | |

| Item 5. | | | [Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ied635d0931314f2cb66bccd3ac61c814_40)] [added: Securities](#i48cbc1376575462093e055d0b25dc4b2_40)] | | | [removed: [26](#ied635d0931314f2cb66bccd3ac61c814_40)] [added: [27](#i48cbc1376575462093e055d0b25dc4b2_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ied635d0931314f2cb66bccd3ac61c814_46)] [added: Operations](#i48cbc1376575462093e055d0b25dc4b2_46)] | | | [removed: [29](#ied635d0931314f2cb66bccd3ac61c814_46)] [added: [30](#i48cbc1376575462093e055d0b25dc4b2_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative [removed: Disclosures about] [added: Disclosures](#i48cbc1376575462093e055d0b25dc4b2_79) [A](#i48cbc1376575462093e055d0b25dc4b2_79)[bout] Market [removed: Risk](#ied635d0931314f2cb66bccd3ac61c814_76)] [added: Risk](#i48cbc1376575462093e055d0b25dc4b2_79)] | | | [removed: [51](#ied635d0931314f2cb66bccd3ac61c814_76)] [added: [51](#i48cbc1376575462093e055d0b25dc4b2_79)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ied635d0931314f2cb66bccd3ac61c814_79)] [added: Data](#i48cbc1376575462093e055d0b25dc4b2_82)] | | | [removed: [53](#ied635d0931314f2cb66bccd3ac61c814_79)] [added: [52](#i48cbc1376575462093e055d0b25dc4b2_82)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ied635d0931314f2cb66bccd3ac61c814_217)] [added: Disclosure](#i48cbc1376575462093e055d0b25dc4b2_184)] | | | [removed: [104](#ied635d0931314f2cb66bccd3ac61c814_217)] [added: [97](#i48cbc1376575462093e055d0b25dc4b2_184)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ied635d0931314f2cb66bccd3ac61c814_220)] [added: Procedures](#i48cbc1376575462093e055d0b25dc4b2_187)] | | | [removed: [104](#ied635d0931314f2cb66bccd3ac61c814_220)] [added: [97](#i48cbc1376575462093e055d0b25dc4b2_187)] | | |

| Item 9B. | | | [Other [removed: Information](#ied635d0931314f2cb66bccd3ac61c814_232)] [added: Information](#i48cbc1376575462093e055d0b25dc4b2_199)] | | | [removed: [107](#ied635d0931314f2cb66bccd3ac61c814_232)] [added: [100](#i48cbc1376575462093e055d0b25dc4b2_199)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ied635d0931314f2cb66bccd3ac61c814_238)] [added: Governance](#i48cbc1376575462093e055d0b25dc4b2_205)] | | | [removed: [107](#ied635d0931314f2cb66bccd3ac61c814_238)] [added: [100](#i48cbc1376575462093e055d0b25dc4b2_205)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ied635d0931314f2cb66bccd3ac61c814_241)] [added: Compensation](#i48cbc1376575462093e055d0b25dc4b2_208)] | | | [removed: [107](#ied635d0931314f2cb66bccd3ac61c814_241)] [added: [100](#i48cbc1376575462093e055d0b25dc4b2_208)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ied635d0931314f2cb66bccd3ac61c814_244)] [added: Matters](#i48cbc1376575462093e055d0b25dc4b2_211)] | | | [removed: [108](#ied635d0931314f2cb66bccd3ac61c814_244)] [added: [101](#i48cbc1376575462093e055d0b25dc4b2_211)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ied635d0931314f2cb66bccd3ac61c814_247)] [added: Independence](#i48cbc1376575462093e055d0b25dc4b2_214)] | | | [removed: [108](#ied635d0931314f2cb66bccd3ac61c814_247)] [added: [101](#i48cbc1376575462093e055d0b25dc4b2_214)] | | |

| Item 14. | | | [Principal Accountant Fees [removed: a](#ied635d0931314f2cb66bccd3ac61c814_250)nd] [added: a](#i48cbc1376575462093e055d0b25dc4b2_217)nd] Services | | | [removed: [108](#ied635d0931314f2cb66bccd3ac61c814_250)] [added: [101](#i48cbc1376575462093e055d0b25dc4b2_217)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ied635d0931314f2cb66bccd3ac61c814_259)] [added: Summary](#i48cbc1376575462093e055d0b25dc4b2_226)] | | | [removed: [113](#ied635d0931314f2cb66bccd3ac61c814_259)] [added: [106](#i48cbc1376575462093e055d0b25dc4b2_226)] | | |

| | | | [Information](#i48cbc1376575462093e055d0b25dc4b2_34) [A](#i48cbc1376575462093e055d0b25dc4b2_34)[bout our Executive Officers](#i48cbc1376575462093e055d0b25dc4b2_34) | | | [26](#i48cbc1376575462093e055d0b25dc4b2_34) | | |

| | | | | | | | | |

| Item 6. | | | [\[Reserved\]](#i48cbc1376575462093e055d0b25dc4b2_43) | | | [30](#i48cbc1376575462093e055d0b25dc4b2_43) | | |

| Item 9C. | | | [Disclosure](#i48cbc1376575462093e055d0b25dc4b2_1869) [](#i48cbc1376575462093e055d0b25dc4b2_1869)[Regarding Foreign Jurisdictions](#i48cbc1376575462093e055d0b25dc4b2_1869) [T](#i48cbc1376575462093e055d0b25dc4b2_1869)[hat Prevent Inspections](#i48cbc1376575462093e055d0b25dc4b2_1869) | | | [100](#i48cbc1376575462093e055d0b25dc4b2_1869) | | |

| Item 15. | | | [Exhibits and Financial Statement Schedules](#i48cbc1376575462093e055d0b25dc4b2_223) | | | [101](#i48cbc1376575462093e055d0b25dc4b2_223) | | |

| | | | [Signatures](#i48cbc1376575462093e055d0b25dc4b2_229) | | | [107](#i48cbc1376575462093e055d0b25dc4b2_229) | | |

| | | | [Executive Officers of the Company](#ied635d0931314f2cb66bccd3ac61c814_34) | | | [25](#ied635d0931314f2cb66bccd3ac61c814_34) | | |

| Item 6. | | | [Selected Financial Data](#ied635d0931314f2cb66bccd3ac61c814_43) | | | [28](#ied635d0931314f2cb66bccd3ac61c814_43) | | |

| Item 15. | | | [Index to Exhibits](#ied635d0931314f2cb66bccd3ac61c814_256) | | | [108](#ied635d0931314f2cb66bccd3ac61c814_256) | | |

| | | | [Signatures](#ied635d0931314f2cb66bccd3ac61c814_262) | | | [114](#ied635d0931314f2cb66bccd3ac61c814_262) | | |

On December 31, [removed: 2020,] [added: 2021,] our segments had material operations at the following locations:

- Aerospace – Van Nuys, California; West Palm Beach, Florida; Brunswick and Savannah, Georgia; Cahokia, Illinois; Westfield, Massachusetts; Teterboro, New Jersey; New York, New York; Tulsa, [added: Oklahoma; Dallas, Texas; Dulles, Virginia; Appleton, Wisconsin; Sydney, Australia; Beijing, China; Mexicali, Mexico; Singapore; Basel, Switzerland; Farnborough, United Kingdom.]

A summary of floor space by segment on December 31, [removed: 2020,] [added: 2021,] follows:

| Technologies | | | 3.1 | | | | | | [removed: 7.8] [added: 7.4] | | | | | | 0.9 | | | | | | [removed: 11.8] [added: 11.4] | | |

| Aerospace | | | 6.0 | | | | | | 9.3 | | | | | | 0.5 | | | | | | 15.8 | | |

| Marine Systems | | | 8.4 | | | | | | 4.5 | | | | | | — | | | | | | 12.9 | | |

| Combat Systems | | | 5.8 | | | | | | 4.0 | | | | | | 5.0 | | | | | | 14.8 | | |

| Total square feet | | | 23.3 | | | | | | 25.2 | | | | | | 6.4 | | | | | | 54.9 | | |

Oklahoma; Dallas, Texas; Dulles, Virginia; Appleton, Wisconsin; Sydney, Australia; Beijing and Shanghai, China; Mexicali, Mexico; Singapore; Basel, Switzerland; Farnborough, United Kingdom.

| Aerospace | | | 6.6 | | | | | | 8.9 | | | | | | 0.5 | | | | | | 16.0 | | |

| Marine Systems | | | 8.3 | | | | | | 4.3 | | | | | | — | | | | | | 12.6 | | |

| Combat Systems | | | 6.5 | | | | | | 4.6 | | | | | | 5.2 | | | | | | 16.3 | | |

| Total square feet | | | 24.5 | | | | | | 25.6 | | | | | | 6.6 | | | | | | 56.7 | | |

The name, age, offices and positions of our executives held for at least the past five years as of February 9, [removed: 2021,] [added: 2022,] were as follows (references are to positions with General Dynamics Corporation, unless otherwise noted):

| Jason W. Aiken - Senior Vice President and Chief Financial Officer since January 2014; Vice President of the company and Chief Financial Officer of Gulfstream Aerospace Corporation, September 2011 - December 2013; Vice President and Controller, April 2010 - August 2011; Staff Vice President, Accounting, July 2006 - March 2010 | | | [removed: 48] [added: 49] | | |

| Christopher J. Brady - Vice President of the company and President of General Dynamics Mission Systems since January 2019; Vice President, Engineering of General Dynamics Mission Systems, January 2015 - December 2018; Vice President, Engineering of General Dynamics C4 Systems, May 2013 - December 2014; Vice President, Assured Communications Systems of General Dynamics C4 Systems, August 2004 - May 2013 | | | [removed: 58] [added: 59] | | |

| Mark L. Burns - Vice President of the company and President of Gulfstream Aerospace Corporation since July 2015; Vice President of the company since February 2014; President, Product Support of Gulfstream Aerospace Corporation, June 2008 - June 2015 | | | [removed: 61] [added: 62] | | |

| Danny Deep - Vice President of the company and President of General Dynamics Land Systems since April 2020; Chief Operating Officer of General Dynamics Land Systems, September 2018 - April 2020; Vice President of General Dynamics Land Systems – Canada, January 2011 - September 2018 | | | [removed: 51] [added: 52] | | |

| Gregory S. Gallopoulos - Senior Vice President, General Counsel and Secretary since January 2010; Vice President and Deputy General Counsel, July 2008 - January 2010; Managing Partner of Jenner & Block LLP, January 2005 - June 2008 | | | [removed: 61] [added: 62] | | |

| M. Amy Gilliland - Senior Vice President of the company since April 2015; President of General Dynamics Information Technology since September 2017; Deputy for Operations of General Dynamics Information Technology, April 2017 - September 2017; Senior Vice President, Human Resources and Administration, April 2015 - March 2017; Vice President, Human Resources, February 2014 - March 2015; Staff Vice President, Strategic Planning, January 2013 - February 2014; Staff Vice President, Investor Relations, June 2008 - January 2013 | | | [removed: 46] [added: 47] | | |

| Kevin M. Graney - Vice President of the company and President of Electric Boat Corporation since October 2019; Vice President of the company and President of NASSCO, January 2017 - October 2019; Vice President and General Manager of NASSCO, November 2013 - January 2017 | | | [removed: 56] [added: 57] | | |

| Kimberly A. Kuryea - Senior Vice President, Human Resources and Administration since April 2017; Vice President and Controller, September 2011 - March 2017; Chief Financial Officer of General Dynamics Advanced Information Systems, November 2007 - August 2011; Staff Vice President, Internal Audit, March 2004 - October 2007 | | | [removed: 53] [added: 54] | | |

| Christopher Marzilli - Executive Vice President, Technologies since December 2020; Executive Vice President, Information Technology and Mission Systems, January 2019 - December 2020; Vice President of the company and President of General Dynamics Mission Systems, January 2015 - December 2018; Vice President of the company and President of General Dynamics C4 Systems, January 2006 - December 2014; Senior Vice President and Deputy General Manager of General Dynamics C4 Systems, November 2003 - January 2006 | | | [removed: 61] [added: 62] | | |

| William A. Moss - Vice President and Controller since April 2017; Staff Vice President, Internal Audit, May 2015 - March 2017; Staff Vice President, Accounting, August 2010 - May 2015 | | | [removed: 57] [added: 58] | | |

| Phebe N. Novakovic - Chairman and Chief Executive Officer since January 2013; President and Chief Operating Officer, May 2012 - December 2012; Executive Vice President, Marine Systems, May 2010 - May 2012; Senior Vice President, Planning and Development, July 2005 - May 2010; Vice President, Strategic Planning, October 2002 - July 2005 | | | [removed: 63] [added: 64] | | |

| Mark C. Roualet - Executive Vice President, Combat Systems, since March 2013; Vice President of the company and President of General Dynamics Land Systems, October 2008 - March 2013; Senior Vice President and Chief Operating Officer of General Dynamics Land Systems, July 2007 - October 2008 | | | [removed: 62] [added: 63] | | |

| Robert E. Smith - Executive Vice President, Marine Systems, since July 2019; Vice President of the company and President of Jet Aviation, January 2014 - July 2019; Vice President and Chief Financial Officer of Jet Aviation, July 2012 - January 2014 | | | [removed: 53] [added: 54] | | |

On January [removed: 31, 2021,] [added: 30, 2022,] there were approximately 10,000 holders of record of our common stock.

For information regarding securities authorized for issuance under our equity compensation plans, see Note [removed: Q] [added: R] to the Consolidated Financial Statements contained in Item 8.

We did not make any unregistered sales of equity securities in [removed: 2020.][added: 2021.]

On [removed: March 4, 2020,] [added: June 2, 2021,] the board of directors authorized management to repurchase up to 10 million additional shares of the company’s outstanding common stock on the open market.

On December 31, [removed: 2020, 12.3] [added: 2021, 12.1] million shares remained authorized by our board of directors for repurchase.

For additional information relating to our purchases of common stock during the past three years, see Note [removed: M] [added: N] to the Consolidated Financial Statements in Item 8.

The following performance graph compares the cumulative total return to shareholders on our common stock, assuming reinvestment of dividends, with similar returns for the Standard & [removed: Poor’s®] [added: Poor’s] 500 Index and the Standard & [removed: Poor’s®] [added: Poor’s] Aerospace & Defense Index, both of which include General Dynamics.

Based on Investments of $100 Beginning December 31, [removed: 2015][added: 2016]

[removed: ][added: ]

| 10/4/21-10/31/21 | | | | | | 24,637 | | | | | | $ | 202.94 | | | | | 24,637 | | | | | | 13,809,785 | | |

| 11/1/21-11/28/21 | | | | | | 449,553 | | | | | | 200.19 | | | | | | 449,553 | | | | | | 13,360,232 | | |

| 11/29/21-12/31/21 | | | | | | 1,305,295 | | | | | | 201.90 | | | | | | 1,305,295 | | | | | | 12,054,937 | | |

| 10/4/21-10/31/21 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

| 11/1/21-11/28/21 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

| 11/29/21-12/31/21 | | | | | | 378 | | | | | | 196.31 | | | | | | | | | | | | | | |

| | | | | | | 1,779,863 | | | | | | $ | 201.48 | | | | | | | | | | | | | |

We repurchased 1.8 million shares in the fourth quarter of 2021.

| 9/28/20-10/25/20 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 13,022,968 | | |

| 10/26/20-11/22/20 | | | | | | 450,000 | | | | | | 141.31 | | | | | | 450,000 | | | | | | 12,572,968 | | |

| 11/23/20-12/31/20 | | | | | | 250,000 | | | | | | 148.27 | | | | | | 250,000 | | | | | | 12,322,968 | | |

| 9/28/20-10/25/20 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

| 10/26/20-11/22/20 | | | | | | 1,018 | | | | | | 134.55 | | | | | | | | | | | | | | |

| 11/23/20-12/31/20 | | | | | | 90 | | | | | | 151.38 | | | | | | | | | | | | | | |

| | | | | | | 701,108 | | | | | | $ | 143.79 | | | | | | | | | | | | | |

The following table presents selected historical financial data derived from the Consolidated Financial Statements and other company information for each of the five years presented.

This information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 and the Consolidated Financial Statements and the Notes thereto in Item 8.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (Dollars and shares in millions, except per-share and employee amounts) | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Summary of Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | | | | $ | 37,925 | | | | | $ | 39,350 | | | | | $ | 36,193 | | | | | $ | 30,973 | | | | | $ | 30,561 | |

| Operating earnings | | | | | | 4,133 | | | | | | 4,570 | | | | | | 4,394 | | | | | | 4,168 | | | | | | 3,725 | | |

| Operating margin | | | | | | 10.9 | | % | | | | 11.6 | | % | | | | 12.1 | | % | | | | 13.5 | | % | | | | 12.2 | | % |

| Interest, net | | | | | | (477) | | | | | | (460) | | | | | | (356) | | | | | | (103) | | | | | | (91) | | |

| Provision for income tax, net | | | | | | (571) | | | | | | (718) | | | | | | (727) | | | | | | (1,100) | | | | | | (977) | | |

| Earnings from continuing operations | | | | | | 3,167 | | | | | | 3,484 | | | | | | 3,358 | | | | | | 2,977 | | | | | | 2,679 | | |

| Return on sales (a) | | | | | | 8.4 | | % | | | | 8.9 | | % | | | | 9.3 | | % | | | | 9.6 | | % | | | | 8.8 | | % |

| Discontinued operations, net of tax | | | | | | — | | | | | | — | | | | | | (13) | | | | | | — | | | | | | (107) | | |

| Net earnings | | | | | | 3,167 | | | | | | 3,484 | | | | | | 3,345 | | | | | | 2,977 | | | | | | 2,572 | | |

| Diluted earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | | | | 11.00 | | | | | | 11.98 | | | | | | 11.22 | | | | | | 9.77 | | | | | | 8.64 | | |

| Net earnings | | | | | | 11.00 | | | | | | 11.98 | | | | | | 11.18 | | | | | | 9.77 | | | | | | 8.29 | | |

| Cash Flows | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net cash provided by operating activities | | | | | | $ | 3,858 | | | | | $ | 2,981 | | | | | $ | 3,148 | | | | | $ | 3,876 | | | | | $ | 2,163 | |

| Net cash used by investing activities | | | | | | (974) | | | | | | (994) | | | | | | (10,234) | | | | | | (788) | | | | | | (391) | | |

| Net cash (used) provided by financing activities | | | | | | (903) | | | | | | (1,997) | | | | | | 5,086 | | | | | | (2,399) | | | | | | (2,169) | | |

| Net cash used by discontinued operations | | | | | | (59) | | | | | | (51) | | | | | | (20) | | | | | | (40) | | | | | | (54) | | |

| Cash dividends declared per common share | | | | | | 4.40 | | | | | | 4.08 | | | | | | 3.72 | | | | | | 3.36 | | | | | | 3.04 | | |

| Financial Position | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and equivalents | | | | | | $ | 2,824 | | | | | $ | 902 | | | | | $ | 963 | | | | | $ | 2,983 | | | | | $ | 2,334 | |

| Total assets | | | | | | 51,308 | | | | | | 49,349 | | | | | | 45,887 | | | | | | 35,469 | | | | | | 33,380 | | |

| Short- and long-term debt | | | | | | 12,998 | | | | | | 11,930 | | | | | | 12,417 | | | | | | 3,982 | | | | | | 3,888 | | |

| Shareholders’ equity | | | | | | 15,661 | | | | | | 13,978 | | | | | | 12,110 | | | | | | 11,801 | | | | | | 10,509 | | |

| Debt-to-equity (b) | | | | | | 83.0 | | % | | | | 85.3 | | % | | | | 102.5 | | % | | | | 33.7 | | % | | | | 37.0 | | % |

| Debt-to-capital (c) | | | | | | 45.4 | | % | | | | 46.0 | | % | | | | 50.6 | | % | | | | 25.2 | | % | | | | 27.0 | | % |

| Book value per share (d) | | | | | | 54.67 | | | | | | 48.26 | | | | | | 41.95 | | | | | | 39.75 | | | | | | 34.75 | | |

| Other Information | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Free cash flow from operations (e) | | | | | | $ | 2,891 | | | | | $ | 1,994 | | | | | $ | 2,458 | | | | | $ | 3,448 | | | | | $ | 1,771 | |

| Return on equity (f) | | | | | | 21.8 | | % | | | | 26.4 | | % | | | | 27.3 | | % | | | | 26.5 | | % | | | | 25.1 | | % |

| Return on invested capital (e) | | | | | | 11.8 | | % | | | | 14.0 | | % | | | | 15.4 | | % | | | | 16.8 | | % | | | | 16.3 | | % |

| Funded backlog | | | | | | 58,783 | | | | | | 57,530 | | | | | | 55,826 | | | | | | 52,031 | | | | | | 51,783 | | |

| Total backlog | | | | | | 89,489 | | | | | | 86,945 | | | | | | 67,871 | | | | | | 63,175 | | | | | | 62,206 | | |

| Shares outstanding | | | | | | 286.5 | | | | | | 289.6 | | | | | | 288.7 | | | | | | 296.9 | | | | | | 302.4 | | |

| Weighted average shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (Dollars in millions, except per-share amounts) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019*] [added: 2020] | | | | | | [removed: 2018*] [added: 2019] | | |

| Products | | | $ | [removed: 22,188] [added: 22,428] | | | | | $ | [removed: 23,130] [added: 22,188] | | | | | $ | [removed: 20,149] [added: 23,130] | |

| Services | | | [removed: 15,737] [added: 16,041] | | | | | | [removed: 16,220] [added: 15,737] | | | | | | [removed: 16,044] [added: 16,220] | | |

| | | | [removed: 37,925] [added: 38,469] | | | | | | [removed: 39,350] [added: 37,925] | | | | | | [removed: 36,193] [added: 39,350] | | |

| Products | | | [removed: (18,192)] [added: (18,524)] | | | | | | [removed: (18,611)] [added: (18,192)] | | | | | | [removed: (15,926)] [added: (18,611)] | | |

| Services | | | [removed: (13,408)] [added: (13,537)] | | | | | | [removed: (13,752)] [added: (13,408)] | | | | | | [removed: (13,610)] [added: (13,752)] | | |

| General and administrative (G&A) | | | [removed: (2,192)] [added: (2,245)] | | | | | | [removed: (2,417)] [added: (2,192)] | | | | | | [removed: (2,263)] [added: (2,417)] | | |

| | | | [removed: (33,792)] [added: (34,306)] | | | | | | [removed: (34,780)] [added: (33,792)] | | | | | | [removed: (31,799)] [added: (34,780)] | | |

| Operating earnings | | | [removed: 4,133] [added: 4,163] | | | | | | [removed: 4,570] [added: 4,133] | | | | | | [removed: 4,394] [added: 4,570] | | |

| Other, net | | | [removed: 82] [added: 5] | | | | | | [removed: 92] [added: (7)] | | | | | | [removed: 47] [added: (7)] | | |

| Interest, net | | | [removed: (477)] [added: (424)] | | | | | | [removed: (460)] [added: (477)] | | | | | | [removed: (356)] [added: (460)] | | |

| Earnings [removed: from continuing operations] before income tax | | | [removed: 3,738] [added: 3,873] | | | | | | [removed: 4,202] [added: 3,738] | | | | | | [removed: 4,085] [added: 4,202] | | |

| Provision for income tax, net | | | [removed: (571)] [added: (616)] | | | | | | [removed: (718)] [added: (571)] | | | | | | [removed: (727)] [added: (718)] | | |

| Net earnings | | | $ | [removed: 3,167] [added: 3,257] | | | | | $ | [removed: 3,484] [added: 3,167] | | | | | $ | [removed: 3,345] [added: 3,484] | |

| (Dollars in millions) | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019*] [added: 2020] | | | | | | [removed: 2018*] [added: 2019] | | |

| Net earnings | | | | | | $ | [removed: 3,167] [added: 3,257] | | | | | $ | [removed: 3,484] [added: 3,167] | | | | | $ | [removed: 3,345] [added: 3,484] | |

| [removed: Gains] [added: (Losses) gains] on cash flow hedges | | | | | | [removed: 366] [added: (174)] | | | | | | [removed: 97] [added: 366] | | | | | | [removed: 36] [added: 97] | | |

| Foreign currency translation adjustments | | | | | | [removed: 353] [added: (103)] | | | | | | [removed: 186] [added: 353] | | | | | | [removed: (300)] [added: 186] | | |

| Change in retirement plans’ funded status | | | | | | [removed: (453)] [added: 2,365] | | | | | | [removed: (857)] [added: (453)] | | | | | | [removed: (45)] [added: (857)] | | |

| Other comprehensive income (loss), pretax | | | | | | [removed: 266] [added: 2,088] | | | | | | [removed: (574)] [added: 266] | | | | | | [removed: (309)] [added: (574)] | | |

| [removed: Benefit] [added: (Provision) benefit] for income tax, net | | | | | | [removed: 2] [added: (458)] | | | | | | [removed: 156] [added: 2] | | | | | | [removed: 1] [added: 156] | | |

| Other comprehensive income (loss), net of tax | | | | | | [removed: 268] [added: 1,630] | | | | | | [removed: (418)] [added: 268] | | | | | | [removed: (308)] [added: (418)] | | |

| Comprehensive income | | | | | | $ | [removed: 3,435] [added: 4,887] | | | | | $ | [removed: 3,066] [added: 3,435] | | | | | $ | [removed: 3,037] [added: 3,066] | |

| (Dollars in millions) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019*] [added: 2020] | | | [added: | | | 2019 | | |]

| Cash and equivalents | | | $ | [removed: 2,824] [added: 1,603] | | | | | $ | [removed: 902] [added: 2,824] | |

| Accounts receivable | | | [removed: 3,161] [added: 3,041] | | | | | | [removed: 3,544] [added: 3,161] | | |

| Unbilled receivables | | | [removed: 8,024] [added: 8,498] | | | | | | [removed: 7,857] [added: 8,024] | | |

| Inventories | | | [removed: 5,745] [added: 5,340] | | | | | | [removed: 6,306] [added: 5,745] | | |

| Other current assets | | | [removed: 1,789] [added: 1,505] | | | | | | [removed: 1,679] [added: 1,789] | | |

| Total current assets | | | [removed: 21,543] [added: 19,987] | | | | | | [removed: 20,288] [added: 21,543] | | |

| Property, plant and equipment, net | | | [removed: 5,100] [added: 5,417] | | | | | | [removed: 4,475] [added: 5,100] | | |

| Intangible assets, net | | | [removed: 2,117] [added: 1,978] | | | | | | [removed: 2,315] [added: 2,117] | | |

| Goodwill | | | [removed: 20,053] [added: 20,098] | | | | | | [removed: 19,677] [added: 20,053] | | |

| Other assets | | | [removed: 2,495] [added: 2,593] | | | | | | [removed: 2,594] [added: 2,495] | | |

| Total noncurrent assets | | | [removed: 29,765] [added: 30,086] | | | | | | [removed: 29,061] [added: 29,765] | | |

| Total assets | | | $ | [removed: 51,308] [added: 50,073] | | | | | $ | [removed: 49,349] [added: 51,308] | |

| Short-term debt and current portion of long-term debt | | | $ | [removed: 3,003] [added: 1,005] | | | | | $ | [removed: 2,920] [added: 3,003] | |

| Accounts payable | | | [removed: 2,952] [added: 3,167] | | | | | | [removed: 3,162] [added: 2,952] | | |

| Customer advances and deposits | | | [removed: 6,276] [added: 6,266] | | | | | | [removed: 7,148] [added: 6,276] | | |

| Other current liabilities | | | [removed: 3,733] [added: 3,540] | | | | | | [removed: 3,571] [added: 3,733] | | |

| Basic | | | $ | 11.61 | | | | | $ | 11.04 | | | | | $ | 12.09 | |

| Diluted | | | $ | 11.55 | | | | | $ | 11.00 | | | | | $ | 11.98 | |

| Equity-based awards | | | — | | | | | | 154 | | | | | | — | | | | | | 109 | | | | | | — | | | | | | 263 | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,630 | | | | | | 1,630 | | |

| December 31, 2021 | | | $ | 482 | | | | | $ | 3,278 | | | | | $ | 35,420 | | | | | $ | (19,619) | | | | | $ | (1,920) | | | | | $ | 17,641 | |

Actual results may differ from these estimates.

Other Contract Costs. Other contract costs represent amounts accrued under GAAP that are not currently allocable to U.S. government contracts in accordance with the Federal Acquisition Regulation (FAR) and Cost Accounting Standards (CAS).

These costs include workers’ compensation, pension and other post-retirement benefits, and environmental obligations.

| Fixed-price | | | $ | 7,329 | | | | | $ | 6,711 | | | | | $ | 6,400 | | | | | $ | 5,362 | | | | | $ | 25,802 | |

| Cost-reimbursement | | | — | | | | | | 3,812 | | | | | | 890 | | | | | | 5,195 | | | | | | 9,897 | | |

| Time-and-materials | | | 806 | | | | | | 3 | | | | | | 61 | | | | | | 1,900 | | | | | | 2,770 | | |

| Total revenue | | | $ | 8,135 | | | | | $ | 10,526 | | | | | $ | 7,351 | | | | | $ | 12,457 | | | | | $ | 38,469 | |

| Year Ended December 31, 2021 | | | Aerospace | | | | | | Marine Systems | | | | | | Combat Systems | | | | | | Technologies | | | | | | Total Revenue | | |

| Department of Defense (DoD) | | | $ | 255 | | | | | $ | 10,325 | | | | | $ | 3,869 | | | | | $ | 6,937 | | | | | $ | 21,386 | |

| Non-DoD | | | — | | | | | | 6 | | | | | | 10 | | | | | | 4,846 | | | | | | 4,862 | | |

| Foreign military sales (FMS) | | | 84 | | | | | | 186 | | | | | | 294 | | | | | | 34 | | | | | | 598 | | |

| Total U.S. government | | | 339 | | | | | | 10,517 | | | | | | 4,173 | | | | | | 11,817 | | | | | | 26,846 | | |

| U.S. commercial | | | 4,381 | | | | | | 3 | | | | | | 223 | | | | | | 201 | | | | | | 4,808 | | |

| Non-U.S. government | | | 622 | | | | | | 4 | | | | | | 2,881 | | | | | | 415 | | | | | | 3,922 | | |

| Non-U.S. commercial | | | 2,793 | | | | | | 2 | | | | | | 74 | | | | | | 24 | | | | | | 2,893 | | |

| Total revenue | | | $ | 8,135 | | | | | $ | 10,526 | | | | | $ | 7,351 | | | | | $ | 12,457 | | | | | $ | 38,469 | |

| Net deferred tax liability | | | $ | (827) | | | | | $ | (424) | |

For a reconciliation of the decrease in funded status of our defined benefit plans in 2021, see Note S.

programs in advance of costs incurred by the company.

| December 31 | | | 2021 | | | | | | 2020 | | |

Under the amended contract, we have received progress payments in 2020 and 2021 that have reduced the program’s unbilled balance to $2 billion.

A separate tracked vehicle contract that was signed in 2010 has experienced an unbilled receivable build-up over the past year while we work to resolve concerns that were raised by the customer on certain aspects of the program.

As a result, the balance on this program has grown to $1.3 billion.

| December 31 | | | 2021 | | | | | | 2020 | | |

| Acquisitions (b) | | | 33 | | | | | | — | | | | | | 54 | | | | | | — | | | | | | — | | | | | | — | | | | | | 87 | | |

| December 31, 2021 (e) | | | $ | 3,039 | | | | | $ | 297 | | | | | $ | 2,827 | | | | | $ | — | | | | | $ | — | | | | | $ | 13,935 | | | | | $ | 20,098 | |

(c)Consisted primarily of adjustments for foreign currency translation.

Activity for the year ended December 31, 2020, also included an allocation of goodwill to operations classified as held for sale.

| December 31 | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | |

| 2022 | | | $ | 200 | |

| 2023 | | | 185 | | |

| 2024 | | | 173 | | |

| 2025 | | | 166 | | |

| 2026 | | | 161 | | |

I.

CONSOLIDATED STATEMENT OF EARNINGS

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Earnings from continuing operations | | | 3,167 | | | | | | 3,484 | | | | | | 3,358 | | |

| Discontinued operations, net of tax provision of $13 in 2018 | | | — | | | | | | — | | | | | | (13) | | |

| Basic: | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 11.04 | | | | | $ | 12.09 | | | | | $ | 11.37 | |

| Discontinued operations | | | — | | | | | | — | | | | | | (0.04) | | |

| Net earnings | | | $ | 11.04 | | | | | $ | 12.09 | | | | | $ | 11.33 | |

| Diluted: | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 11.00 | | | | | $ | 11.98 | | | | | $ | 11.22 | |

| Net earnings | | | $ | 11.00 | | | | | $ | 11.98 | | | | | $ | 11.18 | |

*Prior-period information has been restated for the retrospective application of a change in accounting principle related to the amortization of actuarial gains and losses for our qualified U.S. government pension plans, which we adopted in the fourth quarter of 2020.

For further discussion of this change in accounting principle, see Note T to the Consolidated Financial Statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED BALANCE SHEET

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Other current assets | | | 208 | | | | | | 8 | | | | | | 310 | | |

| Business acquisitions, net of cash acquired | | | (203) | | | | | | (19) | | | | | | (10,099) | | |

| Proceeds from sales of assets | | | 171 | | | | | | 14 | | | | | | 562 | | |

| Repayment of CSRA accounts receivable purchase agreement | | | — | | | | | | — | | | | | | (450) | | |

| Net cash used by discontinued operations | | | (59) | | | | | | (51) | | | | | | (20) | | |

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| December 31, 2017 (a) | | | $ | 482 | | | | | $ | 2,872 | | | | | $ | 26,509 | | | | | $ | (15,543) | | | | | $ | (2,519) | | | | | $ | 11,801 | |

| Equity-based awards | | | — | | | | | | 74 | | | | | | — | | | | | | 105 | | | | | | — | | | | | | 179 | | |

| Cumulative-effect adjustment (c) | | | — | | | | | | — | | | | | | (37) | | | | | | — | | | | | | — | | | | | | (37) | | |

(a)Prior-period information has been restated for the retrospective application of a change in accounting principle related to the amortization of actuarial gains and losses for our qualified U.S. government pension plans, which we adopted in the fourth quarter of 2020.

(b)Reflects the cumulative effects of Accounting Standards Update (ASU) 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, and ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which we adopted on January 1, 2018.

Effective December 31, 2020, for segment reporting purposes, we reorganized our Information Technology and Mission Systems operating segments into a single segment: Technologies.

This reorganization reflects our evolving strategic focus on the combined capabilities of the businesses to meet the customer demand for large-scale, end-to-end highly engineered solutions.

Our company now has four operating segments: Aerospace, Marine Systems, Combat Systems and Technologies.

We refer to the latter three collectively as our defense segments.

Prior-period segment information has been restated for this change.

Some prior-year amounts have been reclassified among financial statement accounts or disclosures to conform to the current-year presentation.

Use of Estimates and Other Uncertainties. The Coronavirus (COVID-19) pandemic has caused significant disruptions to national and global economies and government activities.

Our businesses have been designated as critical infrastructure by the U.S. government and many non-U.S. governments and, as such, are required to stay open.

Within our Aerospace segment, quarantine and travel restrictions in connection with the pandemic have impacted the timing of aircraft deliveries, and the economic consequences of COVID-19 have impacted demand.

Our defense business has also experienced disruptions, such as customer site closures, travel restrictions and social distancing requirements, which have impacted contract execution.

Our management, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures [removed: as of December 31, 2020,] (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as [removed: amended).][added: amended) as of December 31, 2021.]

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, on December 31, [removed: 2020,] [added: 2021,] our disclosure controls and procedures were effective.

Our management evaluated the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on our evaluation we believe that, as of December 31, [removed: 2020,] [added: 2021,] our internal control over financial reporting is effective based on those criteria.

We have audited General Dynamics Corporation and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Consolidated Balance Sheet of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related Consolidated Statements of Earnings, Comprehensive Income, Cash Flows, and Shareholders’ Equity for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively, the [removed: Consolidated Financial Statements),] [added: consolidated financial statements),] and our report dated February 9, [removed: 2021,] [added: 2022] expressed an unqualified opinion on those [removed: Consolidated Financial Statements.][added: consolidated financial statements.]

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2020,] [added: 2021,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

| /s/ Phebe N. Novakovic | | | | | | | | | | | | /s/ Jason W. Aiken | | |

| | | | | | | /s/ KPMG LLP | | |

| February 9, 2022 | | | | | | | | |

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| | | | | | |  | | |

| February 9, 2021 | | | | | | | | |

PART III

Not applicable.

PART III

The information required to be set forth herein, except for the information included under Information About Our Executive Officers in Part I, is included in the sections entitled “Election of the Board of Directors of the Company,” “Governance of the Company – [removed: Our Culture of Ethics,”] [added: Ethos,”] “Audit Committee Report” and, if included, “Other Information – Delinquent Section 16(a) Reports” in our definitive proxy statement for our [removed: 2021] [added: 2022] annual shareholders meeting (the Proxy Statement), which sections are incorporated herein by reference.

The information required to be set forth herein is included in the sections entitled “Governance of the Company – Related Person Transactions Policy” and [removed: “Governance] [added: “Election] of the [added: Board of Directors of the] Company – Director Independence” in our Proxy Statement, which sections are incorporated herein by reference.

The information required to be set forth herein is included in the section entitled [removed: “Selection] [added: “Advisory Vote on the Selection] of Independent Auditors – Audit and Non-Audit Fees” in our Proxy Statement, which section is incorporated herein by reference.

Our independent registered public accounting firm is KPMG LLP, McLean, VA, Auditor ID: 185.

| Notes to Consolidated Financial Statements (A to [removed: T)] [added: S)] | | |

[removed: Exhibits listed below, which have been filed with the Commission pursuant to the Securities Act of 1933, as] amended, [removed: or the Securities Exchange Act of 1934, as amended,] and which were filed as noted below, are hereby incorporated by reference and made a part of this report with the same effect as if filed herewith.

| 3.1 | | | [Restated Certificate of Incorporation of the company (incorporated herein by reference from the company’s current report on Form 8-K, filed with [removed: the Commission October] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000095013304003717/w03419exv3w1.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000095013304003717/w03419exv3w1.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000095013304003717/w03419exv3w1.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000095013304003717/w03419exv3w1.htm) [October] 7, 2004)](http://www.sec.gov/Archives/edgar/data/40533/000095013304003717/w03419exv3w1.htm) | | |

| 3.2 | | | [Amended and Restated Bylaws of General Dynamics [removed: Corporation (incorporated] [added: Corporation](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000024/gd-20210604.htm) [(as](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000024/gd-20210604.htm) [amended effective June 2, 2021](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000024/gd-20210604.htm)[)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000024/gd-20210604.htm) [(incorporated] herein by reference from the company’s current report on Form 8-K, filed with [removed: the Commission December 3, 2015)](http://www.sec.gov/Archives/edgar/data/40533/000119312515394126/d99136dex32.htm)] [added: the](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000024/gd-20210604.htm) [SE](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000024/gd-20210604.htm)[C](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000024/gd-20210604.htm) [on](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000024/gd-20210604.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000024/gd-20210604.htm)[June 4, 2021)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000024/gd-20210604.htm)] | | |

| 4.2 | | | [Sixth Supplemental Indenture dated as of July 12, 2011, among the company, the Guarantors (as defined therein) and The Bank of New York Mellon, as Trustee (incorporated herein by reference from the company’s current report on Form 8-K, filed with [removed: the Commission July] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000119312511186825/dex42.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000119312511186825/dex42.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000119312511186825/dex42.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000119312511186825/dex42.htm) [July] 12, 2011)](http://www.sec.gov/Archives/edgar/data/40533/000119312511186825/dex42.htm) | | |

| 4.3 | | | [Seventh Supplemental Indenture dated as of November 6, 2012, among the company, the Guarantors (as defined therein) and The Bank of New York Mellon, as Trustee (incorporated herein by reference from the company’s current report on Form 8-K, filed with [removed: the Commission November] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000119312512454826/d433571dex42.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000119312512454826/d433571dex42.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000119312512454826/d433571dex42.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000119312512454826/d433571dex42.htm) [November] 6, 2012)](http://www.sec.gov/Archives/edgar/data/40533/000119312512454826/d433571dex42.htm) | | |

| 4.4 | | | [Indenture dated as of March 24, 2015, among the company, the Guarantors (as defined therein) and The Bank of New York Mellon, as Trustee (incorporated herein by reference from the company’s registration statement on Form S-3, filed with [removed: the Commission March] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000119312515103441/d871428dex41.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000119312515103441/d871428dex41.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000119312515103441/d871428dex41.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000119312515103441/d871428dex41.htm) [March] 24, 2015)](http://www.sec.gov/Archives/edgar/data/40533/000119312515103441/d871428dex41.htm) | | |

| 4.5 | | | [First Supplemental Indenture dated as of August 12, 2016, among the company, the Guarantors (as defined therein) and The Bank of New York Mellon, as Trustee (incorporated herein by reference from the company’s current report on Form 8-K, filed with [removed: the Commission August] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000119312516680735/d242257dex42.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000119312516680735/d242257dex42.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000119312516680735/d242257dex42.htm) [](http://www.sec.gov/Archives/edgar/data/40533/000119312516680735/d242257dex42.htm)[on](http://www.sec.gov/Archives/edgar/data/40533/000119312516680735/d242257dex42.htm) [August] 12, 2016)](http://www.sec.gov/Archives/edgar/data/40533/000119312516680735/d242257dex42.htm) | | |

| 4.6 | | | [Second Supplemental Indenture dated as of September 14, 2017, among the company, the Guarantors (as defined therein) and The Bank of New York Mellon, as Trustee (incorporated herein by reference from the company’s current report on Form 8-K, filed with [removed: the Commission September] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000119312517285163/d456501dex41.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000119312517285163/d456501dex41.htm)[C on](http://www.sec.gov/Archives/edgar/data/40533/000119312517285163/d456501dex41.htm) [September] 14, 2017)](http://www.sec.gov/Archives/edgar/data/40533/000119312517285163/d456501dex41.htm) | | |

| 4.7 | | | [Indenture dated as of March 22, 2018, among the company, the Guarantors (as defined therein) and The Bank of New York Mellon, as Trustee (incorporated herein by reference from the company’s registration statement on Form S-3, filed with [removed: the Commission March] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000119312518092163/d554807dex41.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000119312518092163/d554807dex41.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000119312518092163/d554807dex41.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000119312518092163/d554807dex41.htm) [March] 22, 2018)](http://www.sec.gov/Archives/edgar/data/40533/000119312518092163/d554807dex41.htm) | | |

| 4.8 | | | [First Supplemental Indenture dated as of May 11, 2018, among the company, the Guarantors (as defined therein) and The Bank of New York Mellon, as Trustee (incorporated herein by reference from the company’s current report on Form 8-K, filed with [removed: the Commission May] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000119312518160829/d584769dex41.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000119312518160829/d584769dex41.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000119312518160829/d584769dex41.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000119312518160829/d584769dex41.htm) [May] 11, 2018)](http://www.sec.gov/Archives/edgar/data/40533/000119312518160829/d584769dex41.htm) | | |

| 4.9 | | | [Second Supplemental Indenture, dated as of March 25, 2020, among General Dynamics Corporation, the Guarantors named therein and The Bank of New York Mellon, as Trustee (includes forms of 3.250% Notes due 2025, 3.500% Notes due 2027, 3.625% Notes due 2030, 4.250% Notes due 2040 and 4.250% Notes due 2050) [removed: (incorporated](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000119312520085435/d905126d8k.htm) [herein](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000119312520085435/d905126d8k.htm) [by] [added: (incorporated herein by] reference from the company’s current report on Form 8-K, filed with the [removed: Securities and Exchange Commission on] [added: S](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000119312520085435/d905126d8k.htm)[EC](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000119312520085435/d905126d8k.htm) [on] March 25, 2020)](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000119312520085435/d905126d8k.htm) | | |

| [removed: 4.10] [added: 4.11] | | | [removed: [Description](https://www.sec.gov/Archives/edgar/data/40533/000004053321000010/ex410-20201231.htm) [](https://www.sec.gov/Archives/edgar/data/40533/000004053321000010/ex410-20201231.htm)[of] [added: [Description of] General Dynamics Corporation’s Securities Registered Pursuant to Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/40533/000004053321000010/ex410-20201231.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/40533/000004053322000007/ex411-20211231.htm)] | | |

| 10.1* | | | [General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (incorporated herein by reference from the company’s registration statement on Form S-8 (No. 333-217656) filed with [removed: the Commission May] [added: the](https://www.sec.gov/Archives/edgar/data/40533/000119312517158159/d373434dex41.htm) [SE](https://www.sec.gov/Archives/edgar/data/40533/000119312517158159/d373434dex41.htm)[C](https://www.sec.gov/Archives/edgar/data/40533/000119312517158159/d373434dex41.htm) [on](https://www.sec.gov/Archives/edgar/data/40533/000119312517158159/d373434dex41.htm) [May] 4, 2017)](https://www.sec.gov/Archives/edgar/data/40533/000119312517158159/d373434dex41.htm) | | |

| 10.2* | | | [Form of Non-Statutory Stock Option Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan [added: (for certain executive officers who are subject to the company’s Compensation Recoupment Policy)] (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the [removed: quarter] [added: period] ended [removed: July 1, 2012,] [added: March 30, 2014,] filed with [removed: the Commission August 1, 2012)](http://www.sec.gov/Archives/edgar/data/40533/000119312512327606/d359017dex102.htm)] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000004053314000010/ex101-2014330.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000004053314000010/ex101-2014330.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000004053314000010/ex101-2014330.htm) [](http://www.sec.gov/Archives/edgar/data/40533/000004053314000010/ex101-2014330.htm)[on April 23, 2014)](http://www.sec.gov/Archives/edgar/data/40533/000004053314000010/ex101-2014330.htm)] | | |

| 10.3* | | | [Form of Non-Statutory Stock Option Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan (for [added: grants made March 4, 2015, through March 1, 2016, and including, as indicated therein, provisions for] certain executive officers who are subject to the company’s Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended [removed: March 30, 2014,] [added: April 5, 2015,] filed with [removed: the Commission April 23, 2014)](http://www.sec.gov/Archives/edgar/data/40533/000004053314000010/ex101-2014330.htm)] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000004053315000016/ex101-20150405.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000004053315000016/ex101-20150405.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000004053315000016/ex101-20150405.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000004053315000016/ex101-20150405.htm) [April 29, 2015)](http://www.sec.gov/Archives/edgar/data/40533/000004053315000016/ex101-20150405.htm)] | | |

| 10.4* | | | [Form of Non-Statutory Stock Option Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan (for grants [removed: made March 4, 2015, through] [added: beginning] March [removed: 1,] [added: 2,] 2016, and including, as indicated therein, provisions for certain executive officers who are subject to the company’s Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended April [removed: 5, 2015,] [added: 3, 2016,] filed with [removed: the Commission April 29, 2015)](http://www.sec.gov/Archives/edgar/data/40533/000004053315000016/ex101-20150405.htm)] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000004053316000065/ex101-20160403.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000004053316000065/ex101-20160403.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000004053316000065/ex101-20160403.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000004053316000065/ex101-20160403.htm) [April 27, 2016)](http://www.sec.gov/Archives/edgar/data/40533/000004053316000065/ex101-20160403.htm)] | | |

| [removed: 10.5*] [added: 10.10*] | | | [Form of Non-Statutory Stock Option [added: Award] Agreement pursuant to the General Dynamics Corporation [added: Amended and Restated] 2012 Equity Compensation Plan (for grants [added: to named executive officers] beginning March [removed: 2, 2016,] [added: 4, 2020,] and including, as indicated therein, provisions for certain [added: named] executive officers who are subject to the company’s Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended [removed: April 3, 2016,] [added: March 29, 2020,] filed with [removed: the Commission April 27, 2016)](http://www.sec.gov/Archives/edgar/data/40533/000004053316000065/ex101-20160403.htm)] [added: the](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex101-20200329.htm) [SE](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex101-20200329.htm)[C](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex101-20200329.htm) [on](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex101-20200329.htm) [April 29, 2020)](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex101-20200329.htm)] | | |

| [removed: 10.6*] [added: 10.11*] | | | [Form of Restricted Stock Award Agreement pursuant to the General Dynamics Corporation [added: Amended and Restated] 2012 Equity Compensation Plan (for grants [added: to named executive officers] beginning March 4, [removed: 2015,] [added: 2020,] and including, as indicated therein, provisions for certain [added: named] executive officers who are subject to the company’s Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended [removed: April 5, 2015,] [added: March 29, 2020,] filed with [removed: the Commission April] [added: the](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex102-20200329.htm) [SE](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex102-20200329.htm)[C](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex102-20200329.htm) [on](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex102-20200329.htm) [April] 29, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/40533/000004053315000016/ex102-20150405.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex102-20200329.htm)] | | |

| 10.7* | | | [Form of Restricted Stock Unit Award Agreement pursuant to the General Dynamics Corporation [added: Amended and Restated] 2012 Equity Compensation Plan (for grants beginning [removed: March 2, 2016)] [added: May 3, 2017)] (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended [removed: April 3, 2016,] [added: July 2, 2017,] filed with [removed: the Commission April 27, 2016)](http://www.sec.gov/Archives/edgar/data/40533/000004053316000065/ex102-20160403.htm)] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex104-20170702.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex104-20170702.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex104-20170702.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex104-20170702.htm) [July 26, 2017)](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex104-20170702.htm)] | | |

| 10.8* | | | [Form of Performance Restricted Stock Unit Award Agreement pursuant to the General Dynamics Corporation [added: Amended and Restated] 2012 Equity Compensation Plan (for grants beginning [removed: March 2, 2016,] [added: May 3, 2017,] and including, as indicated therein, provisions for certain executive officers who are subject to the company’s Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended [removed: April 3, 2016,] [added: July 2, 2017,] filed with [removed: the Commission April 27, 2016)](http://www.sec.gov/Archives/edgar/data/40533/000004053316000065/ex103-20160403.htm)] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex105-20170702.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex105-20170702.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex105-20170702.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex105-20170702.htm) [July 26, 2017)](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex105-20170702.htm)] | | |

| [removed: 10.9*] [added: 10.5*] | | | [Form of Non-Statutory Stock Option Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants beginning May 3, 2017, and including, as indicated therein, provisions for certain executive officers who are subject to the company’s Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended July 2, 2017, filed with [removed: the Commission July] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex102-20170702.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex102-20170702.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex102-20170702.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex102-20170702.htm) [July] 26, 2017)](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex102-20170702.htm) | | |

| [removed: 10.10*] [added: 10.6*] | | | [Form of Restricted Stock Award Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants beginning May 3, 2017, and including, as indicated therein, provisions for certain executive officers who are subject to the company’s Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended July 2, 2017, filed with [removed: the Commission July] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex103-20170702.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex103-20170702.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex103-20170702.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex103-20170702.htm) [July] 26, 2017)](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex103-20170702.htm) | | |

| [removed: 10.11*] [added: 10.9*] | | | [Form of [removed: Restricted] [added: Performance] Stock Unit Award Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants [added: to named executive officers] beginning [removed: May 3, 2017)] [added: March 6, 2019)] (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended [removed: July 2, 2017,] [added: March 31, 2019,] filed with [removed: the Commission July 26, 2017)](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex104-20170702.htm)] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000004053319000021/ex101-20190331.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000004053319000021/ex101-20190331.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000004053319000021/ex101-20190331.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000004053319000021/ex101-20190331.htm) [April 24, 2019)](http://www.sec.gov/Archives/edgar/data/40533/000004053319000021/ex101-20190331.htm)] | | |

| 10.12* | | | [Form of Performance [removed: Restricted] Stock Unit Award Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants [added: to named executive officers] beginning [removed: May 3, 2017,] [added: March 4, 2020,] and including, as indicated therein, provisions for certain [added: named] executive officers who are subject to the company’s Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended [removed: July 2, 2017,] [added: March 29, 2020,] filed with [removed: the Commission July 26, 2017)](http://www.sec.gov/Archives/edgar/data/40533/000004053317000033/ex105-20170702.htm)] [added: the](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex103-20200329.htm) [SE](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex103-20200329.htm)[C](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex103-20200329.htm) [on](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex103-20200329.htm) [April 29, 2020)](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex103-20200329.htm)] | | |

| [removed: 10.13*] [added: 10.16*] | | | [removed: [Form of Performance Stock Unit Award Agreement pursuant to the General] [added: [General] Dynamics Corporation [removed: Amended and Restated 2012 Equity Compensation Plan (for grants to named executive officers beginning] [added: Supplemental Retirement Plan, restated effective January 1, 2010 (incorporating amendments through] March [removed: 6, 2019)] [added: 31, 2011)] (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the [added: quarterly] period ended [removed: March 31, 2019,] [added: April 3, 2011,] filed with [removed: the Commission April 24, 2019)](http://www.sec.gov/Archives/edgar/data/40533/000004053319000021/ex101-20190331.htm)] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000119312511124091/dex102.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000119312511124091/dex102.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000119312511124091/dex102.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000119312511124091/dex102.htm) [May 3, 2011)](http://www.sec.gov/Archives/edgar/data/40533/000119312511124091/dex102.htm)] | | |

| [removed: 10.17*] [added: 10.13*] | | | [Successor Retirement Plan for Directors (incorporated herein by reference from the company’s annual report on Form 10-K for the year ended December 31, 2001, filed with [removed: the Commission March] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000095013302001284/w58696ex10-5.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000095013302001284/w58696ex10-5.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000095013302001284/w58696ex10-5.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000095013302001284/w58696ex10-5.htm) [March] 29, 2002)](http://www.sec.gov/Archives/edgar/data/40533/000095013302001284/w58696ex10-5.htm) | | |

| 10.18* | | | [removed: [General] [added: [Amendment to the General] Dynamics Corporation Supplemental [removed: Savings] [added: Retirement] Plan, [removed: amended and restated] effective [removed: as of] January 1, [removed: 2017] [added: 2016] (incorporated herein by reference from the company’s annual report on Form 10-K for the year ended December 31, 2016, filed with [removed: the Commission February] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000004053317000006/ex1023-20161231.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000004053317000006/ex1023-20161231.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000004053317000006/ex1023-20161231.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000004053317000006/ex1023-20161231.htm) [February] 6, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/40533/000004053317000006/ex1019-20161231.htm)] [added: 2017)](http://www.sec.gov/Archives/edgar/data/40533/000004053317000006/ex1023-20161231.htm)] | | |

| [removed: 10.19*] [added: 10.15*] | | | [Form of Severance Protection Agreement for executive officers (incorporated herein by reference from the company’s annual report on Form 10-K for the year ended December 31, 2016, filed with [removed: the Commission February] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000004053317000006/ex1020-20161231.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000004053317000006/ex1020-20161231.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000004053317000006/ex1020-20161231.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000004053317000006/ex1020-20161231.htm) [February] 6, 2017)](http://www.sec.gov/Archives/edgar/data/40533/000004053317000006/ex1020-20161231.htm) | | |

| [removed: 10.20*] [added: 10.17*] | | | [removed: [General] [added: [Amendment to the General] Dynamics Corporation Supplemental Retirement Plan, [removed: restated] effective January [removed: 1, 2010 (incorporating amendments through March 31, 2011)] [added: 5, 2015] (incorporated herein by reference from the company’s [removed: quarterly] [added: annual] report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarterly period] [added: year] ended [removed: April 3, 2011,] [added: December 31, 2014,] filed with [removed: the Commission May 3, 2011)](http://www.sec.gov/Archives/edgar/data/40533/000119312511124091/dex102.htm)] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000004053315000009/ex1020-20141231.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000004053315000009/ex1020-20141231.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000004053315000009/ex1020-20141231.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000004053315000009/ex1020-20141231.htm) [February 9, 2015)](http://www.sec.gov/Archives/edgar/data/40533/000004053315000009/ex1020-20141231.htm)] | | |

| [removed: 10.21*] [added: 10.19*] | | | [Amendment to the General Dynamics Corporation Supplemental Retirement Plan, effective January [removed: 5, 2015] [added: 1, 2019] (incorporated herein by reference from the company’s annual report on Form 10-K for the year ended December 31, [removed: 2014,] [added: 2018,] filed with [removed: the Commission February 9, 2015)](http://www.sec.gov/Archives/edgar/data/40533/000004053315000009/ex1020-20141231.htm)] [added: the](http://www.sec.gov/Archives/edgar/data/40533/000004053319000010/ex1022-20181231.htm) [SE](http://www.sec.gov/Archives/edgar/data/40533/000004053319000010/ex1022-20181231.htm)[C](http://www.sec.gov/Archives/edgar/data/40533/000004053319000010/ex1022-20181231.htm) [on](http://www.sec.gov/Archives/edgar/data/40533/000004053319000010/ex1022-20181231.htm) [February 13, 2019)](http://www.sec.gov/Archives/edgar/data/40533/000004053319000010/ex1022-20181231.htm)] | | |

| [removed: 10.22*] [added: 10.20*] | | | [Amendment to the General Dynamics Corporation Supplemental Retirement Plan, effective [removed: January 1, 2016 (incorporated herein] [added: December 20, 2019](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm)[(incorporated](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm) [herein] by reference from the [removed: company’s] [added: c](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm)[ompany](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm)[’](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm)[s] annual report [removed: on Form] [added: on](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm) [Form] 10-K for the year ended December 31, [removed: 2016,] [added: 20](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm)[20](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm)[,] filed with [removed: the Commission February 6, 2017)](http://www.sec.gov/Archives/edgar/data/40533/000004053317000006/ex1023-20161231.htm)] [added: the](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm) [SE](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm)[C](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm) [on](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm) [February](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm) [9](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm)[, 202](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm)[1](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm)[)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000004053321000010/gd-20201231.htm)] | | |

| [removed: 10.23*] [added: 10.14*] | | | [removed: [Amendment to the General] [added: [General] Dynamics Corporation Supplemental [removed: Retirement] [added: Savings] Plan, [removed: effective January] [added: amended and restated effective](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm) [October] 1, [removed: 2019] [added: 2021] (incorporated herein by reference from the company’s [removed: annual] [added: quarterly] report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2018,] [added: October 3, 2021,] filed with [removed: the Commission February 13, 2019)](http://www.sec.gov/Archives/edgar/data/40533/000004053319000010/ex1022-20181231.htm)] [added: the](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm) [SE](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm)[C](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm) [on](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm) [October 27, 2021)](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm)] | | |

| 21 | | | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/40533/000004053321000010/ex21-20201231.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/40533/000004053322000007/ex21-20211231.htm)] | | |

| 22 | | | [Subsidiary Guarantors (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the quarter [removed: ended June 28, 2020,] [added: ended](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm) [October](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm)[3](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm)[, 202](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm)[1](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm)[,] filed with [removed: the Commission July 29, 2020)](https://www.sec.gov/Archives/edgar/data/40533/000004053320000057/ex22-20200628.htm)] [added: the](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm) [SE](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm)[C](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm) [o](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm)[n](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm) [October](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm) [2](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm)[7](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm)[, 202](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm)[1](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm)[)](https://www.sec.gov/ix?doc=/Archives/edgar/data/40533/000004053321000050/gd-20211003.htm)] | | |

| 23 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/40533/000004053321000010/ex23-20201231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/40533/000004053322000007/ex23-20211231.htm)] | | |

| 24 | | | [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/40533/000004053321000010/ex24-20201231.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/40533/000004053322000007/ex24-20211231.htm)] | | |

| 31.1 | | | [Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/40533/000004053321000010/ex311-20201231.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/40533/000004053322000007/ex311-20211231.htm)] | | |

| 31.2 | | | [Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/40533/000004053321000010/ex312-20201231.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/40533/000004053322000007/ex312-20211231.htm)] | | |

| 32.1 | | | [Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/40533/000004053321000010/ex321-20201231.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/40533/000004053322000007/ex321-20211231.htm)] | | |

Exhibits listed below, which have been filed with the Securities and Exchange Commission (SEC) pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as

| 4.10 | | | [Third Supplemental Indenture, dated as of May 10, 2021, among General Dynamics Corporation, the Guarantors name](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000119312521156243/d391636d8k.htm)[d](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000119312521156243/d391636d8k.htm) [therein and The Bank of New York Mellon, as Trustee (includes forms of 1.150% Notes due 2026, 2.250% Notes due 2031 and 2.850% Notes due 2041) (incorporated herein by reference from the company’s current report on Form 8-K, filed with the S](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000119312521156243/d391636d8k.htm)[EC](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000119312521156243/d391636d8k.htm) [on May 10, 2021)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040533/000119312521156243/d391636d8k.htm) | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 10.14* | | | [Form of Non-Statutory Stock Option Award Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants to named executive officers beginning March 4, 2020, and including, as indicated therein, provisions for certain named executive officers who are subject to the company’s Compensation Recoupment Policy)](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex101-20200329.htm) [(incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended March 29, 2020, filed with the Commission April 29, 2020)](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex101-20200329.htm) | | |

| 10.15* | | | [Form of Restricted Stock Award Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants to named executive officers beginning March 4, 2020, and including, as indicated therein, provisions for certain named executive officers who are subject to the company’s Compensation Recoupment Policy)](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex102-20200329.htm) [(incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended March 29, 2020, filed with the Commission April 29, 2020)](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex102-20200329.htm) | | |

| 10.16* | | | [Form of Performance Stock Unit Award Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants to named executive officers beginning March 4, 2020, and including, as indicated therein, provisions for certain named executive officers who are subject to the company’s Compensation Recoupment Policy)](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex103-20200329.htm) [(incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended March 29, 2020, filed with the Commission April 29, 2020)](https://www.sec.gov/Archives/edgar/data/40533/000004053320000029/ex103-20200329.htm) | | |

| 10.24* | | | [Amendment to the General Dynamics Corporation Supplemental Retirement Plan, effective December 20, 2019](https://www.sec.gov/Archives/edgar/data/40533/000004053321000010/ex1024-20201231.htm) | | |

| 18 | | | [Preferability letter from KPMG, LLP regarding a change in accounting method](https://www.sec.gov/Archives/edgar/data/40533/000004053321000010/ex18-20201231.htm) | | |

Pursuant to the requirements of [added: Section 13 or 15(d) of] the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| Dated: February 9, [removed: 2021] [added: 2022] | | | | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 9, [removed: 2021,] [added: 2022,] by the following persons on behalf of the Registrant and in the capacities [removed: indicated, including a majority of the directors.][added: indicated.]

| | | | by | | | /s/ William A. Moss | | |

| /s/ Phebe N. Novakovic | | | Chairman, Chief Executive Officer and Director | | |

| /s/ Jason W. Aiken | | | Senior Vice President and Chief Financial Officer | | |

| /s/ William A. Moss | | | Vice President and Controller | | |

| | | | /s/ Gregory S. Gallopoulos | | | | | | | | |

| | | | by | | |  | | |

| | | | | | |

|  | | | Chairman, Chief Executive Officer and Director | | |

|  | | | Senior Vice President and Chief Financial Officer | | |

|  | | | Vice President and Controller | | |

| * | | | | | |

| William A. Osborn | | | Director | | |

| | | |  | | | | | | | | |