BUSINESS OVERVIEW
General Dynamics is a global aerospace and defense company that offers a broad
portfolio of products and services in business aviation; combat vehicles,
weapons systems and munitions; information technology (IT) services; command,
control, communications, computers, intelligence, surveillance and
reconnaissance (C4ISR) solutions; and shipbuilding and ship repair.
Our company is organized into five operating segments: Aerospace, Combat
Systems, Information Technology, Mission Systems and Marine Systems. We refer to
the latter four segments 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 customers. 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 2019 Annual Report
on Form 10-K and with the unaudited Consolidated Financial Statements included
in this Form 10-Q.
BUSINESS ENVIRONMENT
The ongoing outbreak of Coronavirus (COVID-19) has caused significant
disruptions to national and global economies. As an essential business, we have
continued to conduct our operations to the fullest extent possible, while
responding to the outbreak with actions that include:
• 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;

• instituting various aspects of our business continuity programs; and

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




While we expect this situation to be temporary, any longer-term impact to our
business is currently unknown due to the uncertainty around the outbreak's
duration and its broader impact. See the Risk Factors in Part II, Item 1A,
regarding the COVID-19 outbreak, as well as set forth in our most recent Form
10-K filing addressing additional risks facing our business, which may be
affected by the COVID-19 outbreak.
The United States and other governments have taken a number of steps to respond
to the outbreak and to support economic activity and liquidity in the capital
markets. 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
payment to workers who are prevented from working due to COVID-19 facility
closures or other restrictions. In addition, our U.S.-based businesses have been
designated as critical infrastructure by the U.S. Department of Homeland
Security and, as such, have been required to stay open. The DoD has issued
guidance on managing the

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impacts of COVID-19 on defense contracts, such as requests for equitable
adjustments and other contractual mechanisms to address cost, schedule and
performance impacts on contracts. In late March 2020, the DoD also increased
progress payment rates and reduced retention rates on certain contracts to
provide liquidity to federal contractors and their suppliers. Outside of the
United States, other governments have established various government workforce
programs, which can support business continuity for our foreign operations. We
are assessing the benefits and limitations of the actions taken by the United
States and other governments and will continue to monitor these developments as
they evolve. See also Note A to the unaudited Consolidated Financial Statements
in Part I, Item 1 for additional information about our use of estimates and
other uncertainties.
Our U.S. government business experienced minimal disruptions in the first
quarter, though we did experience, to a degree, reduced activities toward the
end of the quarter due to select customer site closures and limited access to
sites, slowdowns in the provision of materials from suppliers, and lower
man-hours at manufacturing sites. Internationally, our defense business has
experienced site closures in some countries. Within our Aerospace segment,
quarantine and travel restrictions in connection with the outbreak delayed
Gulfstream aircraft deliveries in the first quarter. Order activity for new
aircraft was progressing well until the last two weeks of the quarter, when
activity largely ceased. Typically, the last few weeks of a quarter experience
the most order activity. The Review of Operating Segments includes additional
information on the first quarter results for each of our segments.
Looking forward into the remainder of 2020, COVID-19 will continue to impact our
businesses. We believe the continued support by the DoD, and the U.S. government
generally, of the defense industrial base will help mitigate any effects of
program disruptions on our U.S. defense business. However, we will closely
monitor our supply chain, continue to implement measures to provide a healthy
and safe work environment and ensure we have an adequate employee base to meet
our customers' demands. Our non-U.S. defense business will be impacted to
varying degrees based on the response of each country. In our Aerospace segment,
wide-spread extension of travel restrictions will continue to impact aircraft
service volume and could delay some future deliveries if customers have
difficulty traveling to take possession of their aircraft. In addition, while we
continue to work closely with suppliers to mitigate COVID-19 impacts, some
suppliers could experience additional delays. The supplier disruptions along
with efficiency impacts resulting from our efforts to comply with the Centers
for Disease Control and Prevention (CDC) protocols in our facilities have
impacted our productivity. In addition, should the large economies of the world
experience a significant extended downturn from the pandemic, demand for our
aerospace products would likely be impacted. 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 the first quarter to strengthen our liquidity and financial
condition. In March 2020, we issued $4 billion of fixed-rate notes to repay $2.5
billion of fixed- and floating-rate notes that mature in May 2020 and for
general corporate purposes, including the repayment of a portion of our
borrowings under our commercial paper program as they mature. In addition to
this long-term borrowing, we renewed our access to $5 billion of credit
facilities through March 2021. 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.


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RESULTS OF OPERATIONS
INTRODUCTION
An understanding of our accounting practices is necessary in the evaluation of
our financial statements and operating results. 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 custom completions of narrow-body and wide-body aircraft and
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, progress on aircraft completions,
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 completions and 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 completions and 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 cost represents
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 cost 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

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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 Ended            March 29, 2020     March 31, 2019         Variance
Revenue                      $       8,749      $       9,261      $ (512 )   (5.5 )%
Operating costs and expenses        (7,808 )           (8,247 )       439     (5.3 )%
Operating earnings                     941              1,014         (73 )   (7.2 )%
Operating margin                      10.8 %             10.9 %


Our consolidated revenue and operating earnings decreased in the first quarter
of 2020 driven by delays in aircraft deliveries in our Aerospace segment due to
the COVID-19 outbreak. Operating margin decreased slightly in the first quarter
of 2020 due to the reduced aircraft deliveries and a less favorable aircraft
delivery mix in our Aerospace segment.

REVIEW OF OPERATING SEGMENTS
Following is a discussion of operating results and outlook 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 O to the unaudited Consolidated
Financial Statements in Part I, Item 1.
AEROSPACE
Three Months Ended                March 29, 2020       March 31, 2019             Variance
Revenue                         $         1,691      $         2,240      $    (549 )      (24.5 )%
Operating earnings                          240                  328            (88 )      (26.8 )%
Operating margin                           14.2 %               14.6 %
Gulfstream aircraft deliveries
(in units)                                   23                   34            (11 )      (32.4 )%


Operating Results
The change in the Aerospace segment's revenue in the first quarter of 2020
consisted of the following:
Aircraft manufacturing            $ (552 )
Aircraft services and completions      3
Total decrease                    $ (549 )

Revenue was down in our Aerospace segment driven by delays in Gulfstream aircraft deliveries. Customers were unable to take delivery of 11 aircraft scheduled for delivery in the first quarter due to quarantine and travel restrictions resulting from the COVID-19 outbreak. The impact of these restrictions


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on aircraft service activity was less pronounced as the impact was not felt
until the latter weeks of the quarter and was offset by strong service activity
in the beginning of the quarter.
The change in the segment's operating earnings in the first quarter of 2020
consisted of the following:
Aircraft manufacturing            $ (139 )
Aircraft services and completions     (1 )
G&A/other expenses                    52
Total decrease                    $  (88 )


Operating earnings were down due to the delayed aircraft deliveries. This
decrease was offset partially by lower net G&A/other expenses, including reduced
R&D expenses. Overall, R&D expenses have been trending downward with the
completion of the G500 and G600 aircraft test programs, and the first quarter of
2020 included higher supplier launch assistance associated with our aircraft
development programs. In total, the Aerospace segment's operating margin
decreased 40 basis points due to the reduced number and mix of Gulfstream
aircraft deliveries.
2020 Outlook
For the year, we had anticipated delivery of somewhat in excess of 150
Gulfstream aircraft. Due to supply chain disruptions and efficiency impacts
resulting from our efforts to comply with CDC protocols, we have adjusted our
production rate to 125-130 deliveries. Based on the reduction in deliveries and
the anticipated impact of travel restrictions on the volume of aircraft
services, we now expect the Aerospace segment's 2020 revenue to be around $8.5
billion with operating earnings of approximately $1.15 billion.
COMBAT SYSTEMS
Three Months Ended  March 29, 2020     March 31, 2019      Variance
Revenue            $       1,708      $       1,636      $ 72    4.4 %
Operating earnings           223                206        17    8.3 %
Operating margin            13.1 %             12.6 %


Operating Results
The increase in the Combat Systems segment's revenue in the first quarter of
2020 consisted of the following:
U.S. military vehicles          $ 65
Weapons systems and munitions     49
International military vehicles  (42 )
Total increase                  $ 72


Revenue from U.S. military vehicles increased due primarily to higher volume on
the U.S. Army's Abrams M1A2 System Enhancement Package Version 3 (SEPv3) tank
program. Weapons systems and munitions revenue was up due to increased volume on
several products, including artillery and missile subcomponents. Revenue from
international military vehicles decreased due to lower volume on various wheeled
armored vehicle programs, offset partially by increased volume on the British
Army's AJAX armored fighting vehicle program.

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The Combat Systems segment's operating earnings and margin were up due to the
increased revenue as well as an unfavorable settlement in the first quarter of
2019 relating to a lease at a former operating site outside the United States.
INFORMATION TECHNOLOGY
Three Months Ended  March 29, 2020     March 31, 2019         Variance
Revenue            $       1,988      $       2,169      $ (181 )   (8.3 )%
Operating earnings           150                156          (6 )   (3.8 )%
Operating margin             7.5 %              7.2 %


Operating Results
The change in the Information Technology segment's revenue in the first quarter
of 2020 consisted of the following:
Intelligence and homeland security $ (135 )
Defense                               (32 )
Federal civilian                      (14 )
Total decrease                     $ (181 )


Revenue was down across the Information Technology segment due to the exit of
non-core lines of business in 2019, the closure of some customer sites to all
but mission critical personnel in connection with the COVID-19 outbreak, and the
completion of several legacy programs in 2019 versus the start-up of new
programs. The Information Technology segment's operating margin was up 30 basis
points compared with the prior-year period, reflecting improved performance and
mix.
MISSION SYSTEMS
Three Months Ended  March 29, 2020     March 31, 2019        Variance
Revenue            $       1,116      $       1,158      $ (42 )   (3.6 )%
Operating earnings           148                148          -        -  %
Operating margin            13.3 %             12.8 %


Operating Results
The change in the Mission Systems segment's revenue in the first quarter of 2020
consisted of the following:
Space, intelligence and cyber systems $ (33 )
Ground systems and products             (18 )
Naval, air and electronic systems         9
Total decrease                        $ (42 )


Revenue in the Mission Systems segment was down slightly in the first quarter of
2020 due to delayed customer shipments caused in part by customer site closures
due to the COVID-19 outbreak. The Mission Systems segment's operating margin
increased 50 basis points due to favorable program mix, particularly in our
ground systems and products business.

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MARINE SYSTEMS
Three Months Ended  March 29, 2020     March 31, 2019       Variance
Revenue            $       2,246      $       2,058      $ 188    9.1 %
Operating earnings           184                180          4    2.2 %
Operating margin             8.2 %              8.7 %


Operating Results
The increase in the Marine Systems segment's revenue in the first quarter of
2020 consisted of the following:
U.S. Navy ship construction                           $ 152

U.S. Navy ship engineering, repair and other services 38 Commercial ship construction

                             (2 )
Total increase                                        $ 188


Revenue from U.S. Navy ship construction was up due to higher volume on Block V
of the Virginia-class submarine program and the Columbia-class submarine
program, offset somewhat by lower Virginia-class Block IV volume timing and
absenteeism at Bath Iron Works. Revenue from U.S. Navy ship engineering, repair
and other services increased, driven by a higher volume of surface ship repair
work.
The Marine Systems segment's operating margin decreased 50 basis points due to a
shift in mix and delays on a commercial ship contract.
2020 DEFENSE SEGMENTS OUTLOOK
As discussed, the impact of COVID-19 on our defense segments has not been
material. While there is some modest pressure on revenue based on our experience
to date, at current levels the impact is not sufficient to affect our full-year
earnings for these businesses. Therefore, the full-year outlook for our defense
businesses remains unchanged.
CORPORATE
Corporate operating results consisted of the following:
                   March 29, 2020      March 31, 2019

Operating expense $ (4 ) $ (4 )




Corporate operating results have two primary components: pension and other
post-retirement benefit income, and stock option expense. We are required to
report the non-service cost components of pension and other post-retirement
benefit cost (e.g., interest cost) in other income (expense) in the Consolidated
Statement of Earnings. In our defense segments, pension and other
post-retirement benefit costs are recoverable contract costs. Therefore, the
non-service cost components are included in the operating results of these
segments, but an offset is reported in Corporate. In both periods, our stock
option expense exceeded this offset.


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OTHER INFORMATION
PRODUCT REVENUE AND OPERATING COSTS
Three Months Ended  March 29, 2020     March 31, 2019         Variance
Revenue            $       4,890      $       5,251      $ (361 )   (6.9 )%
Operating costs           (3,983 )           (4,235 )       252     (6.0 )%


The change in product revenue in the first quarter of 2020 consisted of the
following:
Aircraft manufacturing $ (552 )
Ship construction         148
Other, net                 43
Total decrease         $ (361 )


Aircraft manufacturing revenue decreased due to delays in aircraft deliveries
resulting from the COVID-19 outbreak. Revenue from ship construction increased
due to higher volume on Block V of the Virginia-class submarine program and the
Columbia-class submarine program, offset partially by lower Virginia-class Block
IV volume timing. The primary drivers of the decrease in product operating costs
were the changes in volume on the programs described above.
SERVICE REVENUE AND OPERATING COSTS
Three Months Ended  March 29, 2020     March 31, 2019         Variance
Revenue            $       3,859      $       4,010      $ (151 )   (3.8 )%
Operating costs           (3,278 )           (3,398 )       120     (3.5 )%


The change in service revenue in the first quarter of 2020 consisted of the following: IT services

$ (181 )

Ship engineering, repair and other services 41 Other, net

                                     (11 )
Total decrease                              $ (151 )


IT services revenue decreased due to the exit of non-core lines of business and
the completion of several legacy programs in 2019 versus the start-up of new
programs. Ship engineering, repair and other services revenue increased, driven
by a higher volume of surface ship repair work. The primary drivers of the
decrease 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 were 6.3% in the first three months of
2020 compared with 6.6% in the first three months of 2019.
INTEREST, NET
Net interest expense was $107 in the first three months of 2020 compared with
$117 in the prior-year period, reflecting lower interest expense associated with
commercial paper issuances. See Note I to the unaudited Consolidated Financial
Statements in Part I, Item 1, for additional information regarding our debt

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obligations, including interest rates. We expect 2020 net interest expense to be
approximately $490, reflecting the issuance of $4 billion of fixed-rate notes in
March 2020.
OTHER, NET
Net other income was $14 in the first three months of 2020 compared with $18 in
the first three months of 2019. These amounts represent primarily the
non-service cost components of pension and other post-retirement benefits, which
were net income items in both periods.
PROVISION FOR INCOME TAX, NET
Our effective tax rate was 16.7% in the first three months of 2020 compared with
18.6% in the prior-year period. The decrease is due to a variety of factors,
including lower international taxes and slightly increased research tax credits.
For 2020, we anticipate a full-year effective tax rate of approximately 17%.

BACKLOG AND ESTIMATED POTENTIAL CONTRACT VALUE
Our total backlog, including funded and unfunded portions, was $85.7 billion at
the end of the first quarter of 2020 compared with $86.9 billion on December 31,
2019. Our total backlog is equal to our remaining performance obligations under
contracts with customers as discussed in Note C 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 $123.9
billion on March 29, 2020.
The following table details the backlog and estimated potential contract value
of each segment at the end of the first quarter of 2020 and fourth quarter of
2019:
                                                                                Estimated            Total
                                                                                Potential          Estimated
                          Funded          Unfunded        Total Backlog      Contract Value     Contract Value
                                                            March 29, 2020
Aerospace              $    12,998     $        274     $        13,272     $         2,837     $      16,109
Combat Systems              14,373              244              14,617               4,253            18,870
Information Technology       5,375            4,127               9,502              18,638            28,140
Mission Systems              4,947              229               5,176               7,957            13,133
Marine Systems              26,112           17,053              43,165               4,460            47,625
Total                  $    63,805     $     21,927     $        85,732     $        38,145     $     123,877

                                                          December 31, 2019
Aerospace              $    13,168     $        181     $        13,349     $         2,989     $      16,338
Combat Systems              14,474              439              14,913               4,322            19,235
Information Technology       4,839            4,294               9,133              19,003            28,136
Mission Systems              5,037              326               5,363               7,482            12,845
Marine Systems              20,012           24,175              44,187               5,453            49,640
Total                  $    57,530     $     29,415     $        86,945     $        39,249     $     126,194



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AEROSPACE


Aerospace funded backlog represents new aircraft and custom completion 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 2020 with
backlog of $13.3 billion, consistent with December 31, 2019.
Order activity for new aircraft was progressing well until the last two weeks of
the quarter, when activity largely ceased due to the COVID-19 outbreak.
Typically, the last few weeks of a quarter experience the most order activity.
Despite this, orders in the first quarter of 2020 reflected demand across our
product and services portfolio, and the segment's book-to-bill ratio (orders
divided by revenue) was 1.1-to-1.
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 29, 2020, estimated
potential contract value in the Aerospace segment was $2.8 billion.

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 that 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.

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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 $72.5 billion on March 29, 2020,
compared with $73.6 billion on December 31, 2019. After experiencing a
book-to-bill ratio of 1.1-to-1 in 2019, the Information Technology segment
started 2020 with another quarter of strong orders, achieving a book-to-bill
ratio of 1.2-to-1. Estimated potential contract value in our defense segments
was $35.3 billion on March 29, 2020. We received the following significant
contract awards during the first quarter of 2020:
Combat Systems:
•      $300 from the U.S. Army to upgrade Abrams tanks to the M1A2 SEPv3
       configuration.


•      $225 from the Army to provide spare parts and inventory management
       services for the Stryker wheeled combat-vehicle program.


•      $145 from the Army to provide systems technical support for Abrams main
       battle tanks.

$135 to produce Eagle wheeled combat vehicles for Germany.

$90 from the Army for various munitions and ordnance.

Information Technology: • $240 to provide supercomputing resources through the National Oceanic

Atmospheric Administration's (NOAA) Weather and Climate Operational
       Supercomputing System (WCOSS) contract. The contract has a maximum
       potential value of $505.


•      $80 to provide sustainment support, maintenance and logistics for the
       Army. The contract has a maximum potential value of $455.

• An IDIQ contract to provide development, program management and support


       services for enterprise-wide application development functions for a
       federal agency. The contract has a maximum potential value of $250.


•      $150 for several key contracts to provide intelligence services to
       classified customers.

• A contract to provide IT infrastructure and engineering support for the

U.S. Navy. The contract has a maximum potential value of $125.

Mission Systems: • An IDIQ contract to modernize the Army's training programs. The contract


       has a maximum potential value of $885.


•      $65 from the Army for computing and communications equipment under the
       Common Hardware Systems-5 (CHS-5) program.



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$45 to support the engineering and manufacturing efforts on the Navy's Air


       and Missile Defense Radar (AMDR) program.


•      $40 from the Navy to provide nuclear weapons security maintenance and
       sustainment services.

$40 from the Army to provide continued software support and engineering

for the Warfighter Information Network-Tactical (WIN-T) Increment 2

program.




Marine Systems:
•      $875 for the construction of two additional Navy John Lewis-class
       (T-AO-205) fleet replenishment oilers.


•      $70 from the Navy to provide maintenance and repair services for the

Ticonderoga-class guided-missile cruiser and Arleigh Burke-class (DDG-51)


       guided-missile destroyer programs.


•      $60 from the Navy to produce a large vertical array fixture for Navy
       submarine acoustic detection efforts.


•      $40 from the Navy to provide maintenance for submarines at the Naval
       Submarine Base New London in Connecticut.


•      $40 from the Navy for on-board repair parts for two Virginia-class
       submarines under Block IV of the program.



FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We ended the first quarter of 2020 with a cash balance of $5.3 billion compared
with $902 at the end of 2019. Our net debt position, defined as debt less cash
and equivalents and marketable securities, was $12.7 billion at the end of the
first quarter of 2020 compared with $11 billion at the end of 2019. The
following is a discussion of our major operating, investing and financing
activities in the first three months of 2020 and 2019, as classified on the
unaudited Consolidated Statement of Cash Flows in Part I, Item 1.
OPERATING ACTIVITIES
Cash used for operating activities was $666 in the first three months of 2020
compared with $795 in the same period in 2019. Cash flows in both periods were
affected negatively by net growth in operating working capital (OWC),
particularly our position in the development, production and cash collection
cycles of our Gulfstream aircraft models in our Aerospace segment. In the first
quarter of 2020, cash flows were also impacted negatively by fewer aircraft
deliveries and reduced aircraft orders due to the COVID-19 outbreak. Cash flows
in the first three months of 2019 were also affected negatively by growth in OWC
in our Combat Systems segment due to the timing of payments on a large
international wheeled armored vehicle contract. For additional information about
the unbilled receivables balance and activity associated with this contract, see
Note G to the unaudited Consolidated Financial Statements in Part I, Item 1.
INVESTING ACTIVITIES
Cash used for investing activities was $177 in the first three months of 2020
compared with $187 in the same period in 2019. 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 $185 in the first three months of 2020
compared with $181 in the same period in 2019.

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FINANCING ACTIVITIES
Cash provided by financing activities was $5.3 billion in the first three months
of 2020 compared with $697 in the same period in 2019. Net cash from financing
activities includes proceeds received from debt and commercial paper issuances
and employee stock option exercises. Our financing activities also include
repurchases of common stock, payment of dividends and debt repayments.
On March 4, 2020, our board of directors authorized management to repurchase up
to 10 million additional shares of the company's outstanding stock. In the first
three months of 2020, we repurchased 3.4 million of our outstanding shares for
$501. On March 29, 2020, 13 million shares remained authorized by our board of
directors for repurchase, representing 4.5% of our total shares outstanding. We
repurchased 0.5 million shares for $86 in the first three months of 2019.
On March 4, 2020, our board of directors declared an increased quarterly
dividend of $1.10 per share, the 23rd consecutive annual increase. Previously,
the board had increased the quarterly dividend to $1.02 per share in March 2019.
Cash dividends paid were $295 in the first three months of 2020 compared with
$268 in the same period in 2019.
In March 2020, we issued $4 billion of fixed-rate notes. The proceeds will be
used to repay $2.5 billion of fixed- and floating-rate notes maturing in May
2020 and for general corporate purposes, including the repayment of a portion of
our borrowings under our commercial paper program as they mature. See Note I to
the unaudited Consolidated Financial Statements in Part I, Item 1, for
additional information regarding our debt obligations, including scheduled debt
maturities and interest rates.
In the first three months of 2020, we received net proceeds of $2.3 billion from
the issuance of commercial paper, which remained outstanding on March 29, 2020.
Separately, we have $5 billion in committed bank credit facilities 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 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 from operations 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, other GAAP measures.
We define free cash flow from operations as net cash provided by operating
activities less capital expenditures. We believe free cash flow from operations
is a useful measure for investors because it portrays our ability to generate
cash from our businesses for purposes such as repaying maturing debt, funding
business acquisitions, repurchasing our common stock and paying dividends. We
use free cash flow from operations to assess the quality of our earnings and as
a key performance measure in evaluating management. The following table
reconciles the free cash flow from operations with net cash provided by
operating activities, as classified on the unaudited Consolidated Statement of
Cash Flows in Part I, Item 1:

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Three Months Ended                                     March 29, 2020         March 31, 2019
Net cash used by operating activities               $          (666 )      $          (795 )
Capital expenditures                                           (185 )                 (181 )
Free cash flow from operations                      $          (851 )      $          (976 )
Cash flows as a percentage of earnings from
continuing operations:
Net cash used by operating activities                           (94 )%                (107 )%
Free cash flow from operations                                 (121 )%      

(131 )%





ADDITIONAL FINANCIAL INFORMATION
ENVIRONMENTAL MATTERS AND OTHER CONTINGENCIES
For a discussion of environmental matters and other contingencies, see Note M to
the unaudited Consolidated Financial Statements in Part I, Item 1. Except as
otherwise noted in Note M, 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
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. These
estimates form the basis for making judgments about the carrying values of
assets and liabilities that are not readily available from other sources. Actual
results may differ from these estimates.
Revenue. 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. Our estimates at the end of the first quarter assumed no
material impact from the disruptions caused by COVID-19. This assumption was
based in part on the expectation that COVID-related costs will be reimbursed by
our customers. The United States and other governments have taken steps, such as
the CARES Act and U.S. DoD guidance, to provide relief. Through these government
actions and our contract provisions, we will seek reimbursement of these costs.
As the process for reimbursement has not been finalized, it is possible that our
actual reimbursement could be less than 100% of our costs, resulting in a
potentially unfavorable impact on the profitability of our contracts. Given the
uncertainties, we are unable to estimate an amount or range, if any, of
reasonably possible loss for costs that may not be reimbursed.
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 $90 ($0.25) and $68
($0.18) for the three-month

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periods ended March 29, 2020, and March 31, 2019, respectively. No adjustment on
any one contract was material to the unaudited Consolidated Financial Statements
for the three-month periods ended March 29, 2020, or March 31, 2019.
Long-lived Assets and Goodwill. We review long-lived assets, including
intangible assets subject to amortization, for impairment whenever events or
changes in circumstances indicate that the carrying value of the assets may not
be recoverable. Impairment losses, where identified, are measured as the excess
of the carrying value of the long-lived assets over its estimated fair value as
determined by discounted cash flows. For further discussion of our methods and
assumptions, see the discussion in our Annual Report on Form 10-K for the year
ended December 31, 2019.
The COVID-19 outbreak has caused significant disruptions to national and global
economies, which has impacted our businesses. As of the end of the quarter, we
have not identified a triggering event requiring an impairment test for our
goodwill, intangibles or other long-lived assets. In our Aerospace segment,
which has experienced a more significant impact from the outbreak, we do not
believe the impact represents a longer-term change that would indicate that the
carrying value of the segment's intangibles and long-lived assets may not be
recoverable or that the Aerospace reporting unit's estimated fair value has been
significantly affected.
Our Information Technology reporting unit's estimated fair value exceeded its
carrying value by approximately 25% as of December 31, 2019. While a material
change in the reporting unit's fair value or carrying value could put it at risk
of goodwill impairment, we currently do not expect the COVID-19 disruptions to
have a significant impact on our IT services business or the estimated fair
value of the reporting unit.
Other. Other significant estimates include those related to income taxes,
pension and other post-retirement benefits, workers' compensation, warranty
obligations, and litigation and other contingencies. We believe our judgment is
applied consistently and produces financial information that fairly depicts our
results of operations for all periods presented. For a full discussion of our
critical accounting policies, see our Annual Report on Form 10-K for the year
ended December 31, 2019. For a discussion of new accounting standards that have
been issued by the FASB but are not yet effective, see Note A to the unaudited
Consolidated Financial Statements in Part I, Item 1.
GUARANTOR FINANCIAL INFORMATION
The fixed- and floating-rate notes described in Note I 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 guarantees rank equally in right of payment
with each other and all other existing and future senior unsecured indebtedness
of such guarantors. A listing of the guarantors is included in an exhibit to
this Form 10-Q.
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 company 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 company, then the guarantor or
the entity acquiring the assets (in the event of

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the 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.

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