General Dynamics 10-Q 2024-03-31

Filed 2024-04-24. 8 sections, 143K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

gdlogo-20200927.gif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2024

OR

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

For the transition period from _______ to _______

Commission File Number 1-3671

GENERAL DYNAMICS CORPORATION

(Exact name of registrant as specified in its charter)

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

(703) 876-3000

Registrant’s telephone number, including area code

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

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

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

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

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

Large accelerated filer ü Accelerated filer ___ Non-accelerated filer ___

Smaller reporting company___☐ Emerging growth company___****☐

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

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

274,364,084 shares of the registrant’s common stock, $1 par value per share, were outstanding on March 31, 2024.

INDEX

PART I -FINANCIAL INFORMATIONPAGE
Item 1 -Unaudited Consolidated Financial Statements
Consolidated Statement of Earnings3
Consolidated Statement of Comprehensive Income4
Consolidated Balance Sheet5
Consolidated Statement of Cash Flows6
Consolidated Statement of Shareholders’ Equity7
Notes to Unaudited Consolidated Financial Statements8
Item 2 -Management’s Discussion and Analysis of Financial Condition and Results of Operations25
Item 3 -Quantitative and Qualitative Disclosures About Market Risk38
Item 4 -Controls and Procedures38
FORWARD-LOOKING STATEMENTS38
PART II -OTHER INFORMATION40
Item 1 -Legal Proceedings40
Item 1A -Risk Factors40
Item 2 -Unregistered Sales of Equity Securities and Use of Proceeds40
Item 5 -Other Information40
Item 6 -Exhibits41
SIGNATURES42

PART I – FINANCIAL INFORMATION

Item 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)

Three Months Ended
(Dollars in millions, except per-share amounts)March 31, 2024April 2, 2023
Revenue:
Products$6,134$5,513
Services4,5974,368
10,7319,881
Operating costs and expenses:
Products(5,189)(4,641)
Services(3,879)(3,716)
General and administrative (G&A)(627)(586)
(9,695)(8,943)
Operating earnings1,036938
Other, net1433
Interest, net(82)(91)
Earnings before income tax968880
Provision for income tax, net(169)(150)
Net earnings$799$730
Earnings per share
Basic$2.92$2.66
Diluted$2.88$2.64

The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended
(Dollars in millions)March 31, 2024April 2, 2023
Net earnings$799$730
Changes in unrealized cash flow hedges(42)(7)
Foreign currency translation adjustments(298)91
Changes in retirement plans’ funded status40173
Other comprehensive (loss) income, pretax(300)257
Benefit (provision) for income tax, net3(35)
Other comprehensive (loss) income, net of tax(297)222
Comprehensive income$502$952

The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these financial statements.

CONSOLIDATED BALANCE SHEET

(Unaudited)
(Dollars in millions)March 31, 2024December 31, 2023
ASSETS
Current assets:
Cash and equivalents$1,036$1,913
Accounts receivable3,1193,004
Unbilled receivables8,5237,997
Inventories9,5898,578
Other current assets1,9292,123
Total current assets24,19623,615
Noncurrent assets:
Property, plant and equipment, net6,1926,198
Intangible assets, net1,5941,656
Goodwill20,45820,586
Other assets2,8062,755
Total noncurrent assets31,05031,195
Total assets$55,246$54,810
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt$507$507
Accounts payable3,2033,095
Customer advances and deposits9,9699,564
Other current liabilities3,1113,266
Total current liabilities16,79016,432
Noncurrent liabilities:
Long-term debt8,7528,754
Other liabilities8,2948,325
Commitments and contingencies (see Note J)
Total noncurrent liabilities17,04617,079
Shareholders’ equity:
Common stock482482
Surplus3,8203,760
Retained earnings39,67839,270
Treasury stock(21,114)(21,054)
Accumulated other comprehensive loss(1,456)(1,159)
Total shareholders’ equity21,41021,299
Total liabilities and shareholders’ equity$55,246$54,810

The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

Three Months Ended
(Dollars in millions)March 31, 2024April 2, 2023
Cash flows from operating activities – continuing operations:
Net earnings$799$730
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation of property, plant and equipment152149
Amortization of intangible and finance lease right-of-use assets5977
Equity-based compensation expense3438
Deferred income tax benefit(39)(91)
(Increase) decrease in assets, net of effects of business acquisitions:
Accounts receivable(115)72
Unbilled receivables(519)653
Inventories(1,011)(628)
Increase (decrease) in liabilities, net of effects of business acquisitions:
Accounts payable100(150)
Customer advances and deposits384553
Other, net(122)59
Net cash (used) provided by operating activities(278)1,462
Cash flows from investing activities:
Capital expenditures(159)(161)
Other, net(23)(29

Showing the first 8K of 78K characters. Open the full section

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(Dollars in millions, except per-share amounts or unless otherwise noted)

BUSINESS OVERVIEW

General Dynamics is a global aerospace and defense company that offers a broad portfolio of products and services in business aviation; ship construction and repair; land combat vehicles, weapons systems and munitions; and technology products and services.

Our company is organized into four operating segments: Aerospace, Marine Systems, Combat Systems and Technologies. We refer to the latter three collectively as our defense segments. Our primary customer is the U.S. government, including the Department of Defense (DoD), the intelligence community and other U.S. government agencies. We also have significant business with non-U.S. governments and a diverse base of corporate and individual buyers of business jet aircraft and related services. The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023, and with the unaudited Consolidated Financial Statements included in this Form 10-Q.

BUSINESS ENVIRONMENT

On March 29, 2024, our ultra-long-range, ultra-large-cabin G700 aircraft received U.S. Federal Aviation Administration (FAA) type certification after completing the most rigorous certification program in company history. While no G700 aircraft deliveries were made in the first quarter of 2024, the certification paves the way for customer deliveries beginning in the second quarter of 2024. We expect to deliver about 50 G700 aircraft this year.

With approximately 70% of our revenue from work for the U.S. government, government spending levels — particularly defense spending — can impact our financial performance. Since the beginning of the government’s fiscal year (FY) 2024, we had been operating under a series of continuing resolutions (CRs), which generally provide funding for federal agencies for all programs of record at the prior year’s appropriated levels. On March 23, 2024, the U.S. government enacted a defense appropriations bill for the government’s FY 2024 totaling $825 billion, representing an increase of more than 3% over the enacted FY 2023 spending level. The FY 2024 defense appropriations bill was supportive of our key programs and consistent with our financial outlook for 2024.

The coronavirus (COVID-19) pandemic caused significant disruptions to national and global economies and government activities, including supply chain and staffing challenges. Additionally, in response to the Russian invasion of Ukraine, the United States and several other countries imposed economic and trade sanctions, export controls and other restrictions targeting Russia and Belarus. Lastly, the impact of the war between Israel and Hamas continues to evolve. The disruptions caused by these events continue to impact global economies and businesses. The primary impact to our business is supply chain challenges, including inflationary pressures. In our Aerospace segment, supply chain challenges have paced our ability to ramp up production in response to strong customer demand for our aircraft and have caused out-of-sequence manufacturing, which increases costs and decreases operational efficiency. In addition, the Israel-Hamas war has impacted the delivery schedule for our Israel-based supplier of mid-cabin aircraft. Within our defense segments, the COVID-19 pandemic resulted in supply chain challenges and impacted the regional availability of skilled labor, which we

continue to experience, particularly in our Marine Systems segment. The Russia-Ukraine conflict and increased threat environment has created additional demand for certain of our products and services, particularly in our Combat Systems segment.

RESULTS OF OPERATIONS

INTRODUCTION

The following paragraphs explain how we recognize revenue and operating costs in our operating segments and the terminology we use to describe our operating results.

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 outfitted aircraft. Revenue associated with the segment’s services businesses is recognized as work progresses or upon delivery of services. Fluctuations in revenue from period to period result from the number and mix of new aircraft deliveries, and the level and type of aircraft services performed during the period.

The majority of the Aerospace segment’s operating costs relates to new aircraft production on firm orders and consists of labor, material, subcontractor and overhead costs. The costs are accumulated in production lots, recorded in inventory and recognized as operating costs at aircraft delivery based on the estimated average unit cost in a production lot. While changes in the estimated average unit cost for a production lot impact the level of operating costs, the amount of operating costs reported in a given period is based largely on the number and type of aircraft delivered. Operating costs in the Aerospace segment’s services businesses are recognized generally as incurred.

For new aircraft, operating earnings and margin are a function of the prices of our aircraft, our operational efficiency in manufacturing and outfitting the aircraft, and the mix of ultra-large-cabin, large-cabin and mid-cabin aircraft deliveries. Aircraft mix can also refer to the stage of program maturity for our aircraft models. A new aircraft model typically has lower margins in its initial production lots, and then margins generally increase as we realize efficiencies in the production process. Additional factors affecting the segment’s earnings and margin include the volume, mix and profitability of services work performed, the 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.

In the defense segments, revenue on long-term government contracts is recognized generally over time as the work progresses, either as products are produced or as services are rendered. Typically, revenue is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, material, overhead and, when appropriate, G&A expenses. Variances in costs recognized from period to period reflect primarily increases and decreases in production or activity levels on individual contracts. Because costs are used as a measure of progress, year-over-year variances in costs result in corresponding variances in revenue, which we generally refer to as volume.

Operating earnings and margin in the defense segments are driven by changes in volume, performance or contract mix. Performance refers to changes in profitability based on adjustments to estimates at completion on individual contracts. These adjustments result from increases or decreases to

the estimated value of the contract, the estimated costs to complete the contract or both. Therefore, changes in costs incurred in the period compared with prior periods do not necessarily impact profitability. It is only when total estimated costs at completion on a given contract change without a corresponding change in the contract value (or vice versa) that the profitability of that contract may be impacted. Contract mix refers to changes in the volume of higher- versus lower-margin work. Higher or lower margins can result from a number of factors, including contract type (e.g., fixed-price/cost-reimbursable) and type of work (e.g., development/production). Contract mix can also refer to the stage of program maturity for our long-term production contracts. New long-term production contracts typically have lower margins initially, and then margins generally increase as we achieve learning curve improvements or realize other cost reductions.

CONSOLIDATED OVERVIEW

Three Months EndedMarch 31, 2024April 2, 2023Variance
Revenue$10,731$9,881$8508.6%
Operating costs and expenses(9,695)(8,943)(752)8.4%
Operating earnings1,0369389810.4%
Operating margin9.7%9.5%

Our consolidated revenue increased in the first quarter of 2024 driven by double digit growth in our Aerospace, Marine Systems and Combat Systems segments. Revenue increased at a greater rate than operating costs and expenses in the three-month period, resulting in a 20 basis-point increase in operating margin.

REVIEW OF OPERATING SEGMENTS

Following is a discussion of operating results for each of our operating segments. For the Aerospace segment, results are analyzed by specific types of products and services, consistent with how the segment is managed. For the defense segments, the discussion is based on markets and the lines of products and services offered with a supplemental discussion of specific contracts and programs when significant to the results. Additional information regarding our segments can be found in Note L to the unaudited Consolidated Financial Statements in Part I, Item 1.

AEROSPACE

Three Months EndedMarch 31, 2024April 2, 2023Variance
Revenue$2,084$1,892$19210.1%
Operating earnings2552292611.4%
Operating margin12.2%12.1%
Gulfstream aircraft deliveries (in units)2421314.3%

Operating Results

The increase in the Aerospace segment’s revenue in the first quarter of 2024 consisted of the following:

Aircraft manufacturing$110
Aircraft services82
Total increase$192

Aircraft manufacturing revenue increased in the first quarter of 2024 due primarily to additional deliveries of our G650 ultra-large-cabin aircraft. Aircraft services revenue was up in the first quarter of 2024 due to increased customer demand for aircraft maintenance based on established maintenance cycles, a larger installed base and customer flight activity.

The increase in the segment’s operating earnings in the first quarter of 2024 consisted of the following:

Aircraft manufacturing$31
Aircraft services24
G&A/other expenses(29)
Total increase$26

Aircraft manufacturing operating earnings increased in the first quarter of 2024 due primarily to the number and mix of aircraft deliveries. Aircraft services operating earnings increased due to higher volume and favorable cost performance. G&A/other expenses increased in the first quarter of 2024 due primarily to increased R&D expenses associated with ongoing product development efforts. In total, the Aerospace segment’s operating margin increased 10 basis points in the first quarter of 2024 compared with the prior-year period.

MARINE SYSTEMS

Three Months EndedMarch 31, 2024April 2, 2023Variance
Revenue$3,331$2,992$33911.3%
Operating earnings2322112110.0%
Operating margin7.0%7.1%

Operating Results

The increase in the Marine Systems segment’s revenue in the first quarter of 2024 consisted of the following:

U.S. Navy ship construction$265
U.S. Navy ship engineering, repair and other services74
Total increase$339

Revenue from U.S. Navy ship construction was up in the first quarter of 2024 due primarily to increased volume on the Columbia-class submarine program. Overall, the Marine Systems segment’s operating margin in both periods reflected the impact of supply chain challenges.

COMBAT SYSTEMS

Three Months EndedMarch 31, 2024April 2, 2023Variance
Revenue$2,102$1,756$34619.7%
Operating earnings2822453715.1%
Operating margin13.4%14.0%

Operating Results

The increase in the Combat Systems segment’s revenue in the first quarter of 2024 consisted of the following:

Weapons systems and munitions$228
International military vehicles65
U.S. military vehicles53
Total increase$346

Revenue from weapons systems and munitions increased in the first quarter of 2024 due to heightened demand for artillery products, which has resulted in facility expansion efforts to achieve higher production rates. Revenue from international military vehicles increased due primarily to higher volume on contracts for the sale of the Abrams main battle tank to U.S. allies and partners, and wheeled vehicle sales in Europe. Revenue from U.S. military vehicles increased due to higher volume on the U.S. Army’s M10 Booker combat vehicle program.

Overall, the Combat Systems segment’s operating margin decreased 60 basis points driven by lower-margin artillery facilities expansion work.

TECHNOLOGIES

Three Months EndedMarch 31, 2024April 2, 2023Variance
Revenue$3,214$3,241$(27)(0.8)%
Operating earnings295299(4)(1.3)%
Operating margin9.2%9.2%

Operating Results

The change in the Technologies segment’s revenue in the first quarter of 2024 consisted of the following:

C5ISR* solutions$(22)
Information technology (IT) services(5)
Total decrease$(27)

*Command, control, communications, computers, cyber, intelligence, surveillance and reconnaissance

The Technologies segment’s revenue was down slightly due to program timing and ramp-down of legacy programs, while operating margin remained consistent with the prior period.

CORPORATE

Corporate operating costs totaled $28 in the first quarter of 2024 compared with $46 in the first quarter of 2023 and consisted primarily of equity-based compensation expense.

OTHER INFORMATION

PRODUCT REVENUE AND OPERATING COSTS

Three Months EndedMarch 31, 2024April 2, 2023Variance
Revenue$6,134$5,513$62111.3%
Operating costs(5,189)(4,641)(548)11.8%

The increase in product revenue in the first quarter of 2024 consisted of the following:

Ship construction$265
Weapons systems and munitions228
Aircraft manufacturing110
Other, net18
Total increase$621

Ship construction revenue increased in the first quarter of 2024 due primarily to higher volume on the Columbia-class submarine program. Weapons systems and munitions revenue was up due to heightened demand for artillery products, which has resulted in facility expansion efforts to achieve higher production rates. Aircraft manufacturing revenue was up due to additional aircraft deliveries. The primary drivers of the increase in product operating costs were the changes in volume on the programs described above.

SERVICE REVENUE AND OPERATING COSTS

Three Months EndedMarch 31, 2024April 2, 2023Variance
Revenue$4,597$4,368$2295.2%
Operating costs(3,879)(3,716)(163)4.4%

The increase in service revenue in the first quarter of 2024 consisted of the following:

Aircraft services$82
Ship services74
Other, net73
Total increase$229

Aircraft services revenue increased in the first quarter of 2024 due to additional maintenance work. Ship services revenue increased due to higher volume of engineering and repair work. The primary drivers of the increase in service operating costs were the changes in volume on the programs described above.

G&A EXPENSES

As a percentage of revenue, G&A expenses decreased to 5.8% in the first three months of 2024 compared with 5.9% in the first three months of 2023.

OTHER, NET

Net other income was $14 in the first three months of 2024 compared with $33 in the first three months of 2023, and represents primarily the non-service components of pension and other post-retirement benefits.

INTEREST, NET

Net interest expense was $82 in the first three months of 2024 compared with $91 in the prior-year period, reflecting the repayment of our scheduled debt maturities in 2023. See Note H to the unaudited Consolidated Financial Statements in Part I, Item 1, for additional information regarding our debt obligations, including interest rates.

PROVISION FOR INCOME TAX, NET

Our effective tax rate was 17.5% in the first three months of 2024 compared with 17% in the prior-year period.

BACKLOG AND ESTIMATED POTENTIAL CONTRACT VALUE

Our total backlog, including funded and unfunded portions, was $93.7 billion at the end of the first quarter of 2024 compared with $93.6 billion on December 31, 2023. Our total backlog is equal to our remaining performance obligations under contracts with customers as discussed in Note B to the unaudited Consolidated Financial Statements in Part I, Item 1. Our total estimated contract value, which combines total backlog with estimated potential contract value, was $134 billion on March 31, 2024.

The following table details the backlog and estimated potential contract value of each segment at the end of the first quarter of 2024 and fourth quarter of 2023:

FundedUnfundedTotal BacklogEstimated Potential Contract ValueTotal Estimated Contract Value
March 31, 2024
Aerospace$19,564$981$20,545$305$20,850
Marine Systems29,71114,41544,1263,74947,875
Combat Systems14,92368615,6097,00222,611
Technologies8,9764,47813,45429,20642,660
Total$73,174$20,560$93,734$40,262$133,996
December 31, 2023
Aerospace$19,557$897$20,454$451$20,905
Marine Systems30,14115,75545,8963,64749,543
Combat Systems13,81672114,5376,23620,773
Technologies8,9613,77912,74028,01140,751
Total$72,475$21,152$93,627$38,345$131,972

AEROSPACE

Aerospace funded backlog represents primarily new aircraft orders for which we have definitive purchase contracts and deposits from customers. Unfunded backlog consists of agreements to provide future aircraft maintenance and support services. The Aerospace segment ended the first quarter of 2024 with backlog of $20.5 billion.

Orders in the first quarter of 2024 reflected strong demand across our portfolio of products and services. The segment’s book-to-bill ratio (orders divided by revenue) was 1.2-to-1 in the first quarter of 2024.

Beyond total backlog, estimated potential contract value represents primarily options and other agreements with existing customers to purchase new aircraft and long-term aircraft services agreements. On March 31, 2024, estimated potential contract value in the Aerospace segment was $305.

DEFENSE SEGMENTS

The total backlog in our defense segments represents the estimated remaining sales value of work to be performed under firm contracts. The funded portion of total backlog includes items that have been authorized and appropriated by the U.S. Congress and funded by customers, as well as commitments by international customers that are approved and funded similarly by their governments. The unfunded portion of total backlog includes the amounts we believe are likely to be funded, but there is no guarantee that future budgets and appropriations will provide the same funding level currently anticipated for a given program.

Estimated potential contract value in our defense segments includes unexercised options associated with existing firm contracts and unfunded work on indefinite delivery, indefinite quantity (IDIQ) contracts. Contract options represent agreements to perform additional work under existing contracts at the election of the customer. We recognize options in backlog when the customer exercises the option and establishes a firm order. For IDIQ contracts, we evaluate the amount of funding we expect to receive and include this amount in our estimated potential contract value. This amount is often less than the total IDIQ contract value, particularly when the contract has multiple awardees. The actual amount of funding received in the future may be higher or lower than our estimate of potential contract value.

Total backlog in our defense segments was $73.2 billion on March 31, 2024. In the first quarter of 2024, the Combat Systems segment achieved a book-to-bill ratio of 1.6-to-1, and overall, the defense segments achieved a book-to-bill ratio of 1-to-1. Estimated potential contract value in our defense segments was $40 billion on March 31, 2024. We received the following significant contract awards during the first quarter of 2024:

MARINE SYSTEMS

  • $310 from the U.S. Navy for maintenance, modernization and repair work on the USS Bataan, a Wasp-class amphibious assault ship.

  • $255 for future technology development on the next-generation attack submarine, SSN(X), program for the Navy.

  • $150 from the Navy for long-lead materials for Block VI Virginia-class submarines.

  • $150 for design and engineering efforts for Virginia-class submarines for the Navy.

  • $125 from the Navy to provide engineering, technical, design and planning yard support services for operational strategic and attack submarines.

COMBAT SYSTEMS

  • An IDIQ contract to provide medium-caliber ammunition cartridges for the U.S. Army. The contract has a maximum potential value of $3 billion among two awardees.

  • $1.3 billion for the production of Pandur 6x6 wheeled combat vehicles from the Austrian Federal Ministry of Defense. The contract including options has a maximum potential value of $2 billion.

  • $325 from the Canadian government to produce armored combat support vehicles (ACSVs).

  • $285 to produce Abrams main battle tanks in the system enhancement package version 3 (SEPv3) configuration for Romania.

  • $205 from the Army for inventory management for the Stryker wheeled combat-vehicle fleet.

TECHNOLOGIES

  • Four IDIQ contracts from the Canadian government to support the Land Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR) system for the Canadian army. These contracts have a maximum potential value of $1.3 billion.

  • $505 for several key contracts for classified customers. These contracts have a maximum potential value of $995.

  • $125 to modernize the U.S. Central Command’s (CENTCOM) enterprise information technology (IT) infrastructure. The contract including options has a maximum potential value of $920.

  • $340 from the Navy to provide full life cycle and operational support for the Trident II Fire Control System (FCS) onboard Ohio-class submarines and continue the development, production and installation of FCS for all new Columbia-class submarines. The contract including options has a maximum potential value of $620.

  • $140 from the U.S. Air Force for the Battlefield Information Collection and Exploitation System - Extended (BICES-X) program to provide intelligence information sharing capabilities. The contract has a maximum potential value of $320.

  • A contract to provide technical expertise to develop and deliver high-performance computing systems and software for a classified customer. The contract including options has a maximum potential value of $290.

  • $35 from the Air Force to provide goods and engineering services to support the Federated Trust Network Environment Infrastructure (FTI) portion of the BICES program. The contract has a maximum potential value of $240.

  • $230 from the National Geospatial-Intelligence Agency (NGA) to provide hybrid cloud services and IT design, engineering, and operations and sustainment services.

  • $35 from the Navy for maintenance, training and sustainment of the Integrated Nuclear Weapons Security and Integrated Electronic Security Systems. The contract including options has a maximum potential value of $190.

LIQUIDITY AND CAPITAL RESOURCES

We place a strong emphasis on cash flow generation, which is underpinned by an operating discipline focused on cost control and working capital management. This emphasis gives us the flexibility for prudent capital deployment, while allowing us to step down debt over time, and preserves a strong balance sheet for future opportunities.

We evaluate a variety of capital deployment options based on current market conditions and our long-term outlook, and we believe agility is a key component of our capital deployment strategy as market conditions change over time. Our capital deployment priorities include investments in our products and services to drive long-term growth, a predictable dividend, strategic acquisitions and opportunistic share repurchases.

We believe cash generated by operating activities, supplemented by commercial paper issuances, is sufficient to satisfy our short- and long-term liquidity needs. An additional potential source of capital is the issuance of long-term debt in capital market transactions.

We ended the first quarter of 2024 with a cash and equivalents balance of $1 billion compared with $1.9 billion at the end of 2023. The following is a discussion of our major operating, investing and financing activities in the first three months of 2024 and 2023, as classified on the Consolidated Statement of Cash Flows in Part I, Item 1:

Three Months EndedMarch 31, 2024April 2, 2023
Net cash (used) provided by operating activities$(278)$1,462
Net cash used by investing activities(182)(190)
Net cash used by financing activities(416)(475)

OPERATING ACTIVITIES

Cash used by operating activities was $278 million in the first three months of 2024 compared with cash provided by operating activities of $1.5 billion in the same period in 2023. The primary driver of cash flows in both periods was net earnings. Cash flows in the first three months of 2024 were affected negatively by growth in operating working capital, particularly driven by the ramp-up in production of new Gulfstream aircraft models in our Aerospace segment and timing in our Marine Systems and Combat Systems segments. Cash flows in the first three months of 2023 were affected positively by a decrease in unbilled receivables due to the receipt of progress payments on large international vehicle contracts in our Combat Systems segment and an increase in customer deposits driven by Gulfstream

aircraft orders, offset partially by an increase in inventory due primarily to the ramp-up in production of new Gulfstream aircraft models.

INVESTING ACTIVITIES

Cash used by investing activities was $182 in the first three months of 2024 compared with $190 in the same period in 2023. Our investing activities include cash paid for capital expenditures and business acquisitions; purchases, sales and maturities of marketable securities; and proceeds from asset sales. The primary use of cash for investing activities in both periods was capital expenditures. Capital expenditures were $159 in the first three months of 2024 compared with $161 in the same period in 2023.

FINANCING ACTIVITIES

Cash used by financing activities was $416 million in the first three months of 2024 compared with $475 million in the same period in 2023. Financing activities include the use of cash for repurchases of common stock, payment of dividends, and debt and commercial paper repayments. Our financing activities also include proceeds received from debt and commercial paper issuances and employee stock option exercises.

On March 6, 2024, our board of directors (Board) declared an increased quarterly dividend of $1.42 per share, the 27th consecutive annual increase. Previously, the Board had increased the quarterly dividend to $1.32 per share in March 2023. Cash dividends paid were $361 in the first three months of 2024 compared with $345 in the same period in 2023.

We paid $105 and $90 in the first three months of 2024 and 2023, respectively, to repurchase our outstanding shares. On March 31, 2024, 4.3 million shares remained authorized by our Board for repurchase, representing 1.6% of our total shares outstanding.

Fixed-rate notes of $500 mature in November 2024. We currently plan to repay these notes at maturity using cash on hand, potentially supplemented by commercial paper or other borrowings. For additional information regarding our debt obligations, including scheduled debt maturities and interest rates, see Note H to the unaudited Consolidated Financial Statements in Part I, Item 1.

On March 31, 2024, we had no commercial paper outstanding, but we maintain the ability to access the commercial paper market in the future. Separately, we have a $4 billion committed bank credit facility for general corporate purposes and working capital needs and to support our commercial paper issuances. We also have an effective shelf registration on file with the Securities and Exchange Commission (SEC) that allows us to access the debt markets.

NON-GAAP FINANCIAL MEASURE - FREE CASH FLOW

We emphasize the efficient conversion of net earnings into cash and the deployment of that cash to maximize shareholder returns. As described below, we use free cash flow to measure our performance in these areas. While we believe this metric provides useful information, it is not a defined operating measure under U.S. generally accepted accounting principles (GAAP), and there are limitations associated with its use. Our calculation of this metric may not be completely comparable to similarly titled measures of other companies due to potential differences in the method of calculation. As a result, the use of this metric should not be considered in isolation from, or as a substitute for, GAAP measures.

We define free cash flow as net cash from operating activities less capital expenditures. We believe free cash flow is a useful measure for investors because it portrays our ability to generate cash from our businesses for purposes such as repaying debt, funding business acquisitions, repurchasing our common stock and paying dividends. We use free cash flow to assess the quality of our earnings and as a key performance measure in evaluating management. The following table reconciles free cash flow with net cash from operating activities, as classified on the Consolidated Statement of Cash Flows in Part I, Item 1:

Three Months EndedMarch 31, 2024April 2, 2023
Net cash (used) provided by operating activities$(278)$1,462
Capital expenditures(159)(161)
Free cash flow$(437)$1,301
Cash flows as a percentage of net earnings:
Net cash (used) provided by operating activities(35)%200%
Free cash flow(55)%178%

ADDITIONAL FINANCIAL INFORMATION

ENVIRONMENTAL MATTERS AND OTHER CONTINGENCIES

For a discussion of environmental matters and other contingencies, see Note J to the unaudited Consolidated Financial Statements in Part I, Item 1. Except as otherwise noted in Note J, we do not expect our aggregate liability with respect to these matters to have a material impact on our results of operations, financial condition or cash flows.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on the unaudited Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of financial statements in accordance with GAAP requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. We employ judgment in making our estimates, but they are based on historical experience, currently available information and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. We believe our judgment is applied consistently and produces financial information that fairly depicts our results of operations for all periods presented.

Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. Contract estimates are based on various assumptions to project the outcome of future events that often span several years. We review and update our contract-related estimates regularly. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date on a contract is recognized in the period the adjustment is identified. The aggregate impact of adjustments in contract estimates increased our operating earnings (and diluted earnings per share) by $36 ($0.10) and $77 ($0.22) for the three-month periods ended March 31, 2024 and April 2, 2023, respectively. No

adjustment on any one contract was material to the unaudited Consolidated Financial Statements for the three-month periods ended March 31, 2024, or April 2, 2023.

Other critical accounting policies and estimates include long-lived assets and goodwill, commitments and contingencies, and retirement plans. For a full discussion of our critical accounting policies and estimates, see our Annual Report on Form 10-K for the year ended December 31, 2023.

GUARANTOR FINANCIAL INFORMATION

The outstanding notes described in Note H to the unaudited Consolidated Financial Statements in Part I, Item 1, issued by General Dynamics Corporation (the parent), are fully and unconditionally guaranteed on an unsecured, joint and several basis by several of the parent’s 100%-owned subsidiaries (the guarantors). The guarantee of each guarantor ranks equally in right of payment with all other existing and future senior unsecured indebtedness of such guarantor. A listing of the guarantors is included in an exhibit to this Form 10-Q.

Because the parent is a holding company, its cash flow and ability to service its debt, including the outstanding notes, depends on the performance of its subsidiaries and the ability of those subsidiaries to distribute cash to the parent, whether by dividends, loans or otherwise. Holders of the outstanding notes have a direct claim only against the parent and the guarantors.

Under the relevant indenture, the guarantee of each guarantor is limited to the maximum amount that can be guaranteed without rendering the guarantee voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each indenture also provides that, in the event (1) of a merger, consolidation or sale or disposition of all or substantially all of the assets of a guarantor (other than a transaction with the parent or any of its subsidiaries) or (2) there occurs a transfer, sale or other disposition of the voting stock of a guarantor so that the guarantor is no longer a subsidiary of the parent, then the guarantor or the entity acquiring the assets (in the event of a sale or other disposition of all or substantially all of the assets of a guarantor) will be released and relieved of any obligations under the guarantee.

The following summarized financial information presents the parent and guarantors (collectively, the combined obligor group) on a combined basis. The summarized financial information of the combined obligor group excludes net investment in and earnings of subsidiaries related to interests held by the combined obligor group in subsidiaries that are not guarantors of the notes.

STATEMENT OF EARNINGS INFORMATION - COMBINED OBLIGOR GROUP

Three Months Ended March 31, 2024Year Ended December 31, 2023
Revenue$4,369$16,276
Operating costs and expenses, excluding G&A(3,851)(14,316)
Net earnings207773

BALANCE SHEET INFORMATION - COMBINED OBLIGOR GROUP

March 31, 2024December 31, 2023
Cash and equivalents$295$986
Other current assets5,0135,012
Noncurrent assets4,5884,506
Total assets$9,896$10,504
Short-term debt and current portion of long-term debt$503$503
Other current liabilities2,6752,890
Long-term debt8,6998,700
Other noncurrent liabilities3,2893,281
Total liabilities$15,166$15,374

The summarized balance sheet information presented above includes the funded status of the company’s primary qualified U.S. government pension plans as the parent has the ultimate obligation for the plans.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes with respect to this item from the disclosure included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 4. CONTROLS AND PROCEDURES

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 (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2024. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, on March 31, 2024, our disclosure controls and procedures were effective.

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The certifications of the company’s Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act have been filed as Exhibits 31.1 and 31.2 to this report.

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements, which are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “forecasts,” “scheduled,” “outlook,” “estimates,” “should” and variations of these words and similar expressions are intended to identify forward-looking statements. Examples include projections of revenue, earnings, operating margin, segment performance, cash flows, contract awards, aircraft production, deliveries and backlog. In making these statements, we rely on assumptions and analyses based on our experience and perception of historical trends; current conditions

and expected future developments; and other factors, estimates and judgments we consider reasonable and appropriate based on information available to us at the time. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are not guarantees of future performance and involve factors, risks and uncertainties that are difficult to predict. Actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors, including the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023. These factors include, among others:

  • general U.S. and international political and economic conditions;

  • decreases in U.S. government defense spending or changing priorities within the defense budget;

  • termination of government contracts due to unilateral government action;

  • differences in anticipated and actual program performance, including the ability to perform within estimated costs, and performance issues with key suppliers;

  • expected recovery on contract claims and requests for equitable adjustment;

  • changing customer demand for business aircraft, including the effects of economic conditions on the business-aircraft market;

  • changing prices for energy and raw materials;

  • the negative impact of the COVID-19 pandemic, or other similar outbreaks;

  • the status or outcome of legal and/or regulatory proceedings;

  • potential effects of audits and reviews by government agencies of our government contract performance, compliance and internal control systems and policies;

  • cybersecurity events and other disruptions;

  • risks and uncertainties relating to our acquisitions and joint ventures; and

  • potential for increased regulation related to global climate change.

All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to General Dynamics or any person acting on our behalf are qualified by the cautionary statements in this section. We do not undertake any obligation to update or publicly release revisions to any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this report. These factors may be revised or supplemented in future SEC filings.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For information relating to legal proceedings, see Note J to the unaudited Consolidated Financial Statements in Part I, Item 1.

Item 1A. RISK FACTORS

There have been no material changes with respect to this item from the disclosure included in our Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about our first-quarter purchases of equity securities that are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended:

PeriodTotal Number of SharesAverage Price per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramMaximum Number of Shares That May Yet Be Purchased Under the Program
Shares Purchased Pursuant to Share Buyback Program
1/1/24-1/28/24—$——4,686,182
1/29/24-2/25/24353,964268.36353,9644,332,218
2/26/24-3/31/2436,627272.9436,6274,295,591
Shares Delivered or Withheld Pursuant to Restricted Stock Vesting*
1/1/24-1/28/242,906259.38
1/29/24-2/25/241,446265.66
2/26/24-3/31/24196,991274.40
591,934$270.60

*Represents shares withheld by, or delivered to, us pursuant to provisions in agreements with recipients of restricted stock granted under our equity compensation plans that allow us to withhold, or the recipient to deliver to us, the number of shares with a fair value equal to the statutory tax withholding due upon vesting of the restricted shares.

We did not make any unregistered sales of equity securities in the first quarter of 2024.

Item 5. OTHER INFORMATION

During the quarter ended March 31, 2024, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined under Item 408 of Regulation S-K).

Item 6. EXHIBITS

10.1* Form of Non-Statutory Stock Option Award Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants to executive officers beginning March 6, 2024, and including, as indicated therein, provisions for certain executive officers who are subject to the company’s Compensation Recoupment Policy)**

10.2* Form of Restricted Stock Award Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants to executive officers beginning March 6, 2024, and including, as indicated therein, provisions for certain executive officers who are subject to the company’s Compensation Recoupment Policy)**

10.3* Form of Performance Stock Unit Award Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants to executive officers beginning March 6, 2024, and including, as indicated therein, provisions for certain executive officers who are subject to the company’s Compensation Recoupment Policy)**

22 Subsidiary Guarantors (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended October 1, 2023, filed with the SEC on October 25, 2023)

31.1 Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

31.2 Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

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 2002**

32.2 Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

101.INS Inline eXtensible Business Reporting Language (XBRL) Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH Inline XBRL Taxonomy Extension Schema Document**

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document**

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document**

104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

  • Indicates a management contract or compensatory plan or arrangement required to be filed pursuant to Item 6 of Form 10-Q.

** Filed or furnished electronically herewith.

SIGNATURES

Pursuant to the requirements 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.

GENERAL DYNAMICS CORPORATION
by/s/ William A. Moss
William A. Moss
Vice President and Controller
(Authorized Officer and Chief Accounting Officer)
Dated: April 24, 2024